497 1 smartdesignfundsupp.txt FUND CHANGE SUPPL. ING USA ANNUITY AND LIFE INSURANCE COMPANY (FORMERLY GOLDEN AMERICAN LIFE INSURANCE COMPANY) SEPARATE ACCOUNT B OF ING USA ANNUITY AND LIFE INSURANCE COMPANY PROSPECTUS SUPPLEMENT DATED NOVEMBER 8, 2004 TO THE PROSPECTUSES AND STATEMENTS OF ADDITIONAL INFORMATION DATED MAY 1, 2004 FOR DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY CONTRACTS ISSUED BY ING USA ANNUITY AND LIFE INSURANCE COMPANY ("SMARTDESIGN ADVANTAGE", "SMARTDESIGN SIGNATURE" AND "SMARTDESIGN VARIABLE ANNUITY") The information in this supplement updates and amends certain information concerning investment options, some or all of which is contained in each of the above-referenced prospectuses, the supplements to the prospectuses dated August 6, 2004 and the Statements of Additional Information. Not all investment options are offered through every prospectus. You should read and keep this supplement along with the prospectus. Effective July 1, 2004, the subadviser name listed in the "Fund Name and Investment Adviser/Subadviser" column in Appendix B, "The Investment Portfolios" is amended to reflect the change in the name of the Subadviser from Aeltus Investment Management, Inc. to ING Investment Management Co. for the following portfolios: ING GET U.S. Core Portfolio ING Liquid Assets Portfolio ING VP Convertible Portfolio ING VP Financial Services Portfolio ING VP Index Plus LargeCap Portfolio ING VP Index Plus MidCap Portfolio ING VP Index Plus SmallCap Portfolio ING VP MagnaCap Portfolio ING VP Value Opportunity Portfolio ING VP Worldwide Growth Portfolio ING VP VALUE OPPORTUNITY PORTFOLIO Effective October 1, 2004, the description under the "Investment Objective" column in Appendix B, "The Investment Portfolios" is deleted and replaced with the following: INVESTMENT OBJECTIVE Seeks growth of capital primarily through investment in a diversified portfolio of common stocks and securities convertible into common stock. Under normal market conditions, invests at least 65% of its total assets in common stocks. SmartDesign - 133986 1 11/08/04 ING MFS RESEARCH PORTFOLIO Effective November 8, 2004, the portfolio name, "ING MFS Research Portfolio" is changed to "ING Oppenheimer Main Street Portfolio" and the subadviser is changed from Massachusetts Financial Service Company to OppenheimerFunds, Inc. wherever it appears in the prospectus. The description under the "Investment Objective" column in Appendix B, "The Investment Portfolios" is deleted and replaced with the following: INVESTMENT OBJECTIVE Seeks long-term growth of capital and future income. The Portfolio currently invests mainly in common stocks of U.S. companies of different capitalization ranges, presently focusing on large-capitalization issuers. It also can buy debt securities, such as bonds and debentures, but does not currently emphasize these investments. ING MFS GLOBAL GROWTH PORTFOLIO Effective November 8, 2004, the portfolio name, "ING MFS Global Growth Portfolio" is changed to "ING Oppenheimer Global Portfolio" and the subadviser is changed from Massachusetts Financial Service Company to OppenheimerFunds, Inc. wherever it appears in the prospectus. The description under the "Investment Objective" column in Appendix B, "The Investment Portfolios" is deleted and replaced with the following: INVESTMENT OBJECTIVE Seeks capital appreciation. Invests mainly in common stocks of companies in the U.S. and foreign countries. Can invest without limit in foreign securities and can invest in any country, including countries with developed or emerging markets. AIM VARIABLE INSURANCE FUNDS Effective November 8, 2004, the following portfolios have changed their names and subadviser as indicated in the chart below: ---------------------------------------------- ------------------------------- FORMER FUND NAME AND SUBADVISER NEW FUND NAME AND SUBADVISER ---------------------------------------------- ------------------------------- ---------------------------------------------- ------------------------------- INVESCO VIF - LEISURE FUND AIM V.I. LEISURE FUND SUBADVISER: INVESCO Institutional (N.A.), Inc. SUBADVISER: AIM Advisors, Inc. ---------------------------------------------- ------------------------------- ---------------------------------------------- ------------------------------- INVESCO VIF - UTILITIES FUND AIM V.I. UTILITIES FUND SUBADVISER: INVESCO Institutional (N.A.), Inc. SUBADVISER: AIM Advisors, Inc. ---------------------------------------------- ------------------------------- JANUS ASPEN WORLDWIDE GROWTH PORTFOLIO Effective November 8, 2004, the Janus Aspen Worldwide Growth Portfolio will no longer be available under your Contract for new premiums or reallocations from other investment options. SmartDesign - 133986 2 11/08/04 UBS ALLOCATION PORTFOLIO Effective May 1, 2004, the UBS Allocation Portfolio became unavailable under your Contract for new premiums or reallocations from other investment options. LIFESTYLE PORTFOLIOS Effective November 8, 2004, the portfolios listed in the section of Appendix B, "The Investment Portfolios", entitled, "The following portfolios are within the current group of ING Portfolios included in one or more of the LifeStyle Portfolios" is amended to remove the ING Marsico Growth Portfolio and to add the ING Mercury Focus Value Portfolio and the ING Van Kampen Comstock Portfolio. ING USA ANNUITY AND LIFE INSURANCE COMPANY ING USA Annuity and Life Insurance Company is a stock company domiciled in Iowa. SmartDesign - 133986 3 11/08/04