As filed with the Securities and Exchange Commission on April 17, 2024
Registration No. 333-__________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
VOYA RETIREMENT INSURANCE AND ANNUITY COMPANY
(Exact name of registrant as specified in its charter)
Connecticut
(State or other jurisdiction of incorporation or organization)
71-0294708
(I.R.S. Employer Identification No.)
One Orange Way, C2N, Windsor, Connecticut 06095-4774, 1(800) 584-6001
(Address, including zip code, and telephone number, including are code, of registrant’s principal executive offices)
Ian Macleod, Counsel
Security Life Of Denver Insurance Company
As administrator for Voya Retirement Insurance and Annuity Company
1475 Dunwoody Drive, West Chester, PA 19380
(763) 342-9164
(Name, address, including zip code, and telephone number, including area code, of agent for service)
We request acceleration of the effective date of this Registration Statement to May 1, 2024.
(Approximate date of commencement of proposed sale to the public)
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the
following box: ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☑
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon
filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. ☐
Large accelerated filer ☐ Accelerated Filer ☐
Non-accelerated filer ☑ (Do not check if a
smaller reporting company) Smaller reporting company ☐
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CALCULATION OF THE REGISTRATION FEE
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Title of each class of securities to be registered
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Amount to be registered*
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Proposed maximum
offering price per unit*
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Proposed maximum aggregate offering price
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Amount of registration fee*
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N/A
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$1,000,000.00
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$147.60
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* The proposed maximum aggregate offering price is estimated solely for the purpose of determining the registration fee. The amount to be
registered and the proposed maximum offering price per unit are not applicable as these securities are not issued in predetermined amounts or units.
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Customer Service
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(877) 886-5050
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Write:
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P.O. Box 981332, Boston, MA 02298
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Visit:
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customer.resolutionlife.us
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Initial Guarantee Periods
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Guarantee Periods for Renewals
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5 to 10 years
(5, 6, 7 etc.)
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1 year
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You select the Initial Guarantee Period for the Single
Premium.
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We automatically apply the
Accumulation Value to the 1-year Guarantee Period at the end of the Initial Guarantee Period, or each succeeding Guarantee Period, as applicable, until you give us alternative instructions.
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IMPORTANT NOTE:
For Contracts issued in Minnesota, the Initial Guarantee Period is limited to 5 years or less if the Owner is age 76 to 80.
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Guarantee
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Surrender Charge Schedule – Contract Year
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|||||||||
Period
|
1
|
2
|
3
|
4
|
5
|
6
|
7
|
8
|
9
|
10
|
5
|
8%
|
7%
|
6%
|
5%
|
4%
|
0
|
0
|
0
|
0
|
0
|
6
|
8%
|
7%
|
6%
|
5%
|
4%
|
3%
|
0
|
0
|
0
|
0
|
7
|
8%
|
7%
|
6%
|
5%
|
4%
|
3%
|
2%
|
0
|
0
|
0
|
8
|
8%
|
7%
|
6%
|
5%
|
4%
|
3%
|
2%
|
1%
|
0
|
0
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9
|
8%
|
7%
|
6%
|
5%
|
4%
|
3%
|
2%
|
1%
|
0
|
0
|
10
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8%
|
7%
|
6%
|
5%
|
4%
|
3%
|
2%
|
1%
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0
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0
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•
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Securities issued by the U.S. government;
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•
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Issues of U.S. government agencies or instrumentalities (these issues may or may not be guaranteed by the U.S. government);
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•
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Debt securities that have an investment grade, at the time of purchase, within the four highest grades assigned by Moody’s Investors Services, Inc.
(Aaa, Aa, A or Baa), Standard & Poor’s Corporation (AAA, AA, A or BBB) or any other nationally recognized rating service;
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•
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Other debt instruments, including those issued or guaranteed by
banks or bank holding companies, and of corporations, which although not rated by Moody’s, Standard & Poor’s, or other nationally recognized rating services, are deemed by the Company’s management to have an investment quality
comparable to securities that may be purchased as stated above; or
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•
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Commercial paper, cash or cash equivalents, and other short-term investments having a maturity of less than one year that are considered by the
Company’s management to have investment quality comparable to securities, which may be purchased as stated above.
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•
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A Withdrawal during the Initial Guarantee Period in an amount that is greater than the interest earned, if any, during the prior 12 months and not
previously withdrawn, which we refer to as the Interest Withdrawal Amount; or
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•
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A Surrender of the Contract that occurs outside of the 30-day period following the end of the Initial Guarantee Period.
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Guarantee
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Surrender Charge Schedule – Contract Year
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|||||||||
Period
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1
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2
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3
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4
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5
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6
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7
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8
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9
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10
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5
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8%
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7%
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6%
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5%
|
4%
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0
|
0
|
0
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0
|
0
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6
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8%
|
7%
|
6%
|
5%
|
4%
|
3%
|
0
|
0
|
0
|
0
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7
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8%
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7%
|
6%
|
5%
|
4%
|
3%
|
2%
|
0
|
0
|
0
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8
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8%
|
7%
|
6%
|
5%
|
4%
|
3%
|
2%
|
1%
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0
|
0
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9
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8%
|
7%
|
6%
|
5%
|
4%
|
3%
|
2%
|
1%
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0
|
0
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10
|
8%
|
7%
|
6%
|
5%
|
4%
|
3%
|
2%
|
1%
|
0
|
0
|
•
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The Interest Withdrawal Amount, which is the maximum amount you may withdraw without incurring a Surrender Charge;
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•
|
Payment of the Death Benefit;
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•
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The commencement of Annuity Payments that begin after the first Contract Year; or
|
•
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Any Withdrawal or Surrender after the Initial Guarantee Period ends.
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• Operating as such according to applicable law; and
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• At which medical treatment is available on a daily basis.
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A Hospital or Nursing Home does not include a rest home or other facility whose primary purpose is to provide accommodations, board or personal care services to individuals who do not need medical or nursing care.
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A Qualifying Medical Professional is
defined as a legally licensed practitioner of the healing arts who:
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• Is acting within the scope of his or her license;
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• Is not a resident of your household or that of the
Annuitant; and
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• Is not related to you or the Annuitant by blood or
marriage.
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•
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You (or any Annuitant, if the Owner is a non-natural person) begin receiving Extended Medical Care on or after the first Contract Anniversary and
receive such Extended Medical Care for at least 45 days during any continuous 60-day period; and
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•
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Your request for a Surrender or Withdrawal, together with satisfactory proof of such Extended Medical Care, must be provided by Notice to Us during
the term of such Extended Medical Care or within 90 days after the last day that you received Extended Medical Care.
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•
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You (or any Annuitant, if the Owner is a non-natural person) must first be diagnosed by a Qualifying Medical Professional as having a Terminal
Condition on or after the first Contract Anniversary; and
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•
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Your request for a Surrender or Withdrawal, together with satisfactory proof of such Terminal Condition, must be provided by Notice to Us.
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•
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The premium tax is incurred by us; or
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•
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The Accumulation Value is applied to an Annuity Plan on the Annuity Commencement Date.
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•
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If the Owner is an individual, and the Annuitant dies before the Annuity Commencement Date, the Contingent Annuitant, if any, will become the
Annuitant, if two Owners do not exist.
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•
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Otherwise, the Owner will become the Annuitant if the Owner is a natural person.
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•
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If two individual Owners exist, the youngest Owner will become the Annuitant.
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•
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The Owner, or joint Owners, must name an individual as the Annuitant if the Owner is age 90 or older (or age 85 or older if the Contract was issued
prior to January 3, 2011 or for Contracts issued in Minnesota) as of the date of the Annuitant’s death. We require the Owner to have an insurable interest in the Annuitant. See page .
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•
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We pay the Death Benefit to the primary Beneficiary (unless there are Joint Owners, in which case the Death Benefit is paid to the surviving
Owner(s)).
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•
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If all primary Beneficiaries die before any Annuitant or any Owner, as applicable, we pay the Death Benefit to any Contingent Beneficiary.
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•
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If there is a sole natural Owner and no surviving Beneficiary (or no Beneficiary is designated), we pay the Death Benefit to the Owner’s estate.
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•
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If the Owner is not a natural person and all Beneficiaries die before the Annuitant (or no Beneficiary is designated), the Owner will be deemed to
be the primary Beneficiary.
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•
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One or more individuals may be a Beneficiary or Contingent Beneficiary.
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•
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In the case of more than one Beneficiary, we will assume any Death Benefit is to be paid in equal shares to all surviving Beneficiaries in the same
class (primary or contingent), unless you provide Notice to Us directing otherwise.
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•
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The Beneficiary died at the same time as the Owner;
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•
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The Beneficiary died within 24 hours after the Owner’s death; or
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•
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There is insufficient evidence to determine that the Beneficiary and Owner died other than at the same time.
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(10,000 * 0) + (6,000 * 27) + (5,000* 30) = 312,000
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= 14.85714 days, rounded to 15 days, as the weighted average
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10,000 + 6,000 + 5,000 = 21,000
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•
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If an application is required, we will issue the Contract along with a Contract acknowledgement and delivery statement, but we reserve the right to
void the Contract if we are not in receipt of a properly completed application within 5 days of receiving the Single Premium. We will refund the Accumulation Value plus any charges we deducted, and the Contract will be voided. We will
return the Single Premium when required.
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•
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When an application is not required, we will issue the Contract along with a Contract acknowledgement and delivery statement. We require you to
execute and return the Contract acknowledgement and delivery statement. Until you do, we will require a signature guarantee, or notarized signature, on certain transactions prior to processing.
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•
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You are looking for a short-term investment;
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•
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You cannot risk getting back an amount less than your initial investment; or
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•
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Your assets are in a plan that already provides for tax-deferral and you can identify no other benefits in purchasing this Contract.
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•
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Accumulation Value as of the end preceding of the preceding day; plus
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•
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Interest, if any, pursuant to the Initial Guarantee Period Interest Rate or the Guarantee Period Interest Rate, as applicable (see below), to be
credited from the end of the previous day to the end of the current day; minus
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•
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The amount of any Withdrawals or Surrender (see page );
adjusted for
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•
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The MVA (see page ) at the end of the
current day on which the Withdrawal is taken or a Surrender occurs; minus
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•
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Any Surrender Charges (see page ) at the end
of the current day on which the Withdrawal is taken or a Surrender occurs.
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Initial Guarantee Periods
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Guarantee Periods for Renewals
|
5 to 10 years
(5, 6, 7 etc.)
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1 year
|
You select the Initial Guarantee Period
for the Single Premium.
|
We automatically apply the
Accumulation Value to the 1-year Guarantee Period at the end of the Initial Guarantee Period, or each succeeding Guarantee Period, as applicable, until you give us alternative instructions.
|
•
|
The MVA will apply to a Withdrawal in an amount that is greater than the interest earned, if any, during the prior 12 months and not previously
withdrawn, which we refer to as the Interest Withdrawal Amount.
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•
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If you request a Surrender, the MVA will be calculated on the total Accumulation Value.
|
•
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In the event of a Death Benefit or commencement of Annuity Payments under an Annuity Plan, the MVA will apply to, and increase the Accumulation
Value as a result, but only if positive. Any negative MVA is waived.
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•
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The Interest Withdrawal Amount; or
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•
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A Withdrawal or Surrender that takes place during the 30-day period following the end of the Initial Guarantee Period or any such succeeding
Guarantee Period.
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MVA Factor =
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[
|
]
|
n
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||||||||||||||
(1+a+i)
|
12
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-1
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|||||||||||||||
(
|
1
|
+
|
b
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+
|
j
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)
|
MVA Factor =
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[
|
]
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n
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|||||||||||
(1+a+i)
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12
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-1
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||||||||||||
(
|
1
|
+
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b
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+
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j
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+
|
0.25%
|
)
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a = |
the index rate, determined at the beginning of the Guarantee Period, based on time to maturity equal to the Guarantee Period.
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b = |
the index rate based on time to maturity equal to the number of years (including the current year) remaining in the Guarantee Period, determined on: the date of the
Withdrawal or Surrender; the date of death in regard to the Death Benefit; or the date the Accumulation Value is applied to an Annuity Plan, as applicable.
|
i = |
value of the corporate spread index at the beginning of the Guarantee Period.
|
j = |
value of the corporate spread index determined on: the date of the Withdrawal or Surrender; the date of death in regard to the Death Benefit; or the date the
Accumulation Value is applied to an Annuity Plan, as applicable.
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n = |
number of months (including the current month) remaining in the Guarantee Period, determined on: the date of the Withdrawal or Surrender; the date of death in regard to
the Death Benefit; or the date the Accumulation Value is applied to an Annuity Plan, as applicable.
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Negative MVA
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Positive MVA
|
|
Accumulation Value
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$100,000
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$100,000
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MVA Factor
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-3.49013%
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0.32437%
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MVA Amount
|
($3,490.13)
|
$324.37
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Surrender Charge
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($4,825.29)
|
($5,016.22)
|
Cash Surrender Value
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$91,684.38
|
$95,308.16
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a = 5.00%
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j = 3.05%
|
b = 5.35%
|
n = 84
|
i = 3.10%
|
a = 5.00%
|
j = 3.15%
|
b = 4.65%
|
n = 84
|
i = 3.10%
|
Negative MVA
|
Positive MVA
|
|
Accumulation Value
|
$100,000
|
$100,000
|
Withdrawal Amount
|
($20,000)
|
($20,000)
|
Interest Withdrawal Amount
|
$5,000
|
$5,000
|
Excess Withdrawal
|
($15,000)
|
($15,000)
|
MVA Factor
|
-3.49013%
|
1.96439%
|
MVA Amount
|
($571.00)
|
$304.19
|
Surrender Charge
|
(789.47)
|
789.47
|
Portion of Cash Surrender Value
|
$21,360.48
|
$20,485.28
|
a = 5.00%
|
j = 3.05%
|
b = 5.35%
|
n = 84
|
i = 3.10%
|
A = 5.00%
|
j = 3.15%
|
B = 4.65%
|
n = 84
|
i = 3.10%
|
•
|
The date on which Annuity Payments begin; and
|
•
|
The death of the Owner (or, if the Owner is not a natural person, the death of the Annuitant).
|
•
|
The Accumulation Value;
|
•
|
Adjusted by the MVA, if any.
|
•
|
Minus any Surrender Charges.
|
•
|
Regular Withdrawals; and
|
•
|
Systematic Withdrawals.
|
•
|
$1,000;
|
•
|
The Interest Withdrawal Amount; and
|
•
|
The minimum distribution amount for qualified Contracts required by the Tax Code (see page ).
|
•
|
A fixed dollar amount; or
|
•
|
The interest earned, if any, during the prior 12 months not previously withdrawn, which we refer to as the Interest Withdrawal Amount.
|
•
|
Our receipt of Proof of Death (provided the Accumulation Value has not been applied to an Annuity Plan); and
|
•
|
Our receipt of all required claim forms.
|
•
|
A certified copy of a death certificate;
|
•
|
A certified copy of a statement of death from an attending physician;
|
•
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A finding of a court of competent jurisdiction as to the cause of death; or
|
•
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Any other proof that we deem in our sole discretion to be satisfactory to us.
|
•
|
The Company Death Benefit Rate, which is the effective annual interest rate, determined solely in our discretion and subject to change; or
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•
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The applicable state interest rate required to be paid on annuity death claims, if any.
|
•
|
The surviving spouse will replace the deceased Owner as the Annuitant (if the deceased Owner was the Annuitant);
|
•
|
The age of the surviving spouse will be used as the Owner’s age under the continued Contract as the surviving spouse will become the new Owner of
the Contract;
|
•
|
The Initial Guarantee Period may not extend beyond the latest Annuity Commencement Date for the surviving spouse;
|
•
|
All rights of the surviving spouse as the Beneficiary under the Contract in effect prior to such continuation election will cease;
|
•
|
Any Surrender Charge applicable to the Single Premium paid prior to the original Owner’s death will be waived (the MVA will continue to apply,
however, to a subsequent Surrender or any Withdrawals);
|
•
|
All rights and privileges granted by the Contract or allowed by us will belong to the surviving spouse as the Owner of the continued Contract; and
|
•
|
Upon the death of the surviving spouse as the Owner of the Contract, the Death Benefit will be distributed to the Beneficiary or Beneficiaries as
described below, and the Contract will terminate.
|
•
|
In one lump sum payment or installment payments; or
|
•
|
By applying the Death Benefit to an Annuity Plan
|
•
|
Be distributed in substantially equal installments over the life of such Beneficiary or over a period not extending beyond the life expectancy of
such Beneficiary; and
|
•
|
Begin no later than 1 year after the date of the Owner’s death.
|
•
|
We agree to a later date; or
|
•
|
The Internal Revenue Service publishes a final regulation or a revenue ruling concluding that an annuity contract with an Annuity Commencement Date
that is later than the Contract Anniversary following the oldest Annuitant’s 90th birthday (or the Contract Anniversary on or next following the oldest Annuitant’s 85th birthday if the Contract was issued prior to January 3, 2011, or if the
Contract was issued in Minnesota) will be treated as an annuity for federal tax purposes.
|
•
|
Plus the MVA (positive MVA only)
|
•
|
Minus any premium tax that may apply
|
•
|
Multiplied by the applicable payment
factor, which depends on:
|
> |
The Annuity Plan;
|
> |
The frequency of Annuity Payments;
|
> |
The age of the Annuitant (and sex, where appropriate under applicable law); and
|
> |
A net investment return of 1.0% is assumed (we may pay a higher return at our discretion).
|
•
|
Divided by 1,000.
|
•
|
Annuity Payments will be made to the Owner, unless you provide Notice to us directing otherwise;
|
•
|
You must obtain our consent if the payee is not a natural person; and
|
•
|
Any change in the payee will take effect as of the date we receive Notice to Us.
|
•
|
On any valuation date when the NYSE is closed (except customary weekend and holiday closings), or when trading on the NYSE is restricted;
|
•
|
When an emergency exists as determined by the SEC; or
|
•
|
During any other periods the SEC may by order permit for the protection of investors.
|
•
|
Relationships between parent and child, brother and sister, and grandparent and grandchild; and
|
•
|
Certain business relationships and financial dependency situations (e.g., uncle has insurable interest in nephew who runs the uncle’s business and
makes money for the uncle).
|
Contract
Issue State
|
Days for New Purchase
and Amount Returned
|
Days for Replacement Purchase
and Amount Returned
|
||
Arizona
|
10 days
Accumulation Value, adjusted for any MVA
(30 days if age 65 or older)
|
Same
|
||
Connecticut
|
10 days
Single Premium, plus interest, if any, that has been credited, less the amount of any Withdrawals
|
Same
|
||
Delaware
|
10 days
Accumulation Value, adjusted for any MVA
|
20 days
Single Premium paid less any Withdrawals
|
||
District of Columbia
|
10 days
Single Premium paid, less any Withdrawals
|
Same
|
||
Florida
|
21 days
Accumulation Value, adjusted for any MVA
|
Same
|
||
Georgia
|
10 days
Single Premium paid less any Withdrawals
|
Same
|
||
Hawaii
|
10 days
Single Premium paid less any Withdrawals
|
30 days
Accumulation Value, adjusted for any MVA
|
||
Idaho
|
20 days
Single Premium paid less any Withdrawals
|
Same
|
||
Kentucky
|
10 days
Single Premium paid less any Withdrawals
|
30 days
Accumulation Value, adjusted for any MVA
|
||
Louisiana
|
10 days
Single Premium paid less any Withdrawals
|
30 days
Accumulation Value, adjusted for any MVA
|
||
Massachusetts
|
10 days
Accumulation Value, adjusted for any MVA
|
20 days
Single Premium paid less any Withdrawals
|
||
Michigan
|
10 days
Single Premium paid less any Withdrawals
|
Same
|
||
Minnesota
|
10 days
Accumulation Value, adjusted for any MVA
|
30 days
Single Premium paid less any Withdrawals
|
||
Mississippi
|
10 days
Single Premium paid less any Withdrawals
|
30 days
Accumulation Value, adjusted for any MVA
|
||
Missouri
|
10 days
Single Premium paid less any Withdrawals
|
20 days
Single Premium paid less any Withdrawals
|
||
Nebraska
|
10 days
Single Premium paid less any Withdrawals
|
30 days
Accumulation Value, adjusted for any MVA
|
||
New Hampshire
|
10 days
Single Premium paid less any Withdrawals
|
30 days
Accumulation Value, adjusted for any MVA
|
||
North Dakota
|
20 days
Accumulation Value, adjusted for any MVA
|
Same
|
||
Oklahoma
|
10 days
Single Premium paid less any Withdrawals
|
20 days
Single Premium paid less any Withdrawals
|
||
Rhode Island
|
20 days
Single Premium paid less any Withdrawals
|
30 days
Accumulation Value, adjusted for any MVA
|
||
South Carolina
|
10 days
Single Premium paid less any Withdrawals
|
30 days
Accumulation Value, adjusted for any MVA
|
||
Tennessee
|
10 days
Accumulation Value, adjusted for any MVA
|
20 days
Single Premium paid less any Withdrawals
|
||
Utah
|
10 days
Single Premium paid less any Withdrawals
|
30 days
Single Premium paid less any Withdrawals
|
||
Virginia
|
10 days
Accumulation Value, adjusted for any MVA
|
Same
|
||
West Virginia
|
10 days
Single Premium paid less any Withdrawals
|
30 days
Accumulation Value, adjusted for any MVA
|
||
Wyoming
|
10 days
Accumulation Value, adjusted for any MVA
|
20 days
Single Premium paid less any Withdrawals
|
•
|
To us at our Customer Service (the address of which appears on page ); or
|
•
|
To your agent/registered representative.
|
•
|
Litigation. Notwithstanding the foregoing,
the Company and/or Voya Financial Partners, LLC, is a defendant in a number of litigation matters arising from the conduct of its business, both in the ordinary course and otherwise. In some of these matters, claimants seek to recover very
large or indeterminate amounts, including compensatory, punitive, treble and exemplary damages. Certain claims may be asserted as class actions. Modern pleading practice in the U.S. permits considerable variation in the assertion of
monetary damages and other relief. The variability in pleading requirements and past experience demonstrates that the monetary and other relief that may be requested in a lawsuit or claim oftentimes bears little relevance to the merits or
potential value of a claim.
|
•
|
Regulatory Matters. As with other financial
services companies, the Company and its affiliates, including Voya Financial Partners, LLC, periodically receive informal and formal requests for information from various state and federal governmental agencies and self-regulatory
organizations in connection with inquiries and investigations of the products and practices of the Company or the financial services industry. It is the practice of the Company to cooperate fully in these matters.
|
•
|
Your tax position (or the tax position of the beneficiary, as applicable) determines the federal taxation of amounts held or paid out under the
contract;
|
•
|
Tax laws change. It is possible that a change in the future could affect contracts issued in the past, including the contract described in this
prospectus;
|
•
|
This section addresses some, but not all, applicable federal income tax rules and generally does not discuss federal estate and gift tax
implications, state and local taxes or any other tax provisions;
|
•
|
We do not make any guarantee about the tax treatment of the contract or transactions involving the contract; and
|
•
|
No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of those set forth below.
|
•
|
Required Distributions. In order to be
treated as an annuity contract for federal income tax purposes, the Tax Code requires a nonqualified contract to contain certain provisions specifying how your interest in the contract will be distributed in the event of your death. The
nonqualified contracts contain provisions that are intended to comply with these Tax Code requirements, although no regulations interpreting these requirements have yet been issued. When such requirements are clarified by regulation or
otherwise, we intend to review such distribution provisions and modify them if necessary to assure that they comply with the applicable requirements;.
|
•
|
Non-Natural Owners of a Non-Qualified Contract. If
the owner of the contract is not a natural person (in other words, is not an individual), a nonqualified contract generally is not treated as an annuity for federal income tax purposes and the income on the contract for the taxable year is
currently taxable as ordinary income. Income on the contract is any increase in the Contract value over the “investment in the contract” (generally, the premium payments or other consideration you paid for the contract less any nontaxable
withdrawals) during the taxable year. There are some exceptions to this rule and a non-natural person should consult with a tax and/or legal adviser before purchasing the contract. When the contract owner is not a natural person, a change
in the annuitant is treated as the death of the contract owner for purposes of the required distribution rules described above; and
|
•
|
Delayed Annuity Starting Date. If the
contract’s annuity starting date occurs (or is scheduled to occur) at a time when the annuitant has reached an advanced age (e.g., after age 95), it is possible that the contract would not be treated as an annuity for federal income tax
purposes. In that event, the income and gains under the contract could be currently includible in your income.
|
•
|
Made on or after the taxpayer reaches age 59½;
|
•
|
Made on or after the death of the contract owner (or the Annuitant, if the contract owner is a non-natural person);
|
•
|
Attributable to the taxpayer’s becoming “disabled,” as defined in the Tax Code;
|
•
|
Made as part of a series of substantially equal periodic payments (at least annually) over your life or life expectancy or the joint lives or joint
life expectancies of you and your designated beneficiary; or
|
•
|
The distribution is allocable to investment in the contract before August 14, 1982.
|
•
|
First, from any remaining “investment in the contract” made prior to August 14, 1982 and exchanged into the Contract;
|
•
|
Next, from any “income on the contract” attributable to the investment made prior to August 14, 1982;
|
•
|
Then, from any remaining “income on the contract”; and
|
•
|
Lastly, from any remaining “investment in the contract.”
|
•
|
After you begin receiving annuity payments under the contract; or
|
•
|
Before you begin receiving such distributions.
|
•
|
Over the life of the designated beneficiary; or
|
•
|
Over a period not extending beyond the life expectancy of the designated beneficiary.
|
•
|
If distributed in a lump sum, they are taxed in the same manner as a surrender of the contract; or
|
•
|
If distributed under a payment option, they are taxed in the same way as annuity payments.
|
•
|
If distributed in a lump sum, they are included in income to the extent that they exceed the unrecovered investment in the contract at that time; or
|
•
|
If distributed in accordance with the existing annuity option selected, they are fully excluded from income until the remaining investment in the
contract is deemed to be recovered, and all payments thereafter are fully includible in income.
|
•
|
Contributions in excess of specified limits;
|
•
|
Distributions before age 59½ (subject to certain exceptions);
|
•
|
Distributions that do not conform to specified commencement and minimum distribution rules; and
|
•
|
Other specified circumstances.
|
•
|
The distribution is directly transferred to another IRA or to a plan eligible to receive rollovers as permitted under the Tax Code; or
|
•
|
You made after-tax contributions to the IRA. In this case, the distribution will be taxed according to the rules detailed in the Tax Code.
|
•
|
You have attained age 59½;
|
•
|
You have become “disabled,” as defined in the Tax Code;
|
•
|
You have died and the distribution is to your beneficiary;
|
•
|
The distribution amount is rolled over tax free into another eligible retirement plan or to a traditional or Roth IRA in accordance with the terms
of the Tax Code;
|
•
|
The distribution is paid directly to the government in accordance with an IRS levy;
|
•
|
The distribution is a qualified reservist distribution as defined under the Tax Code;
|
•
|
The distribution is a qualified birth or adoption distribution;
|
•
|
The distribution is eligible for penalty relief extended to victims of certain natural disasters;
|
•
|
You have unreimbursed medical expenses that are deductible (without regard to whether you itemized deductions);
|
•
|
The distribution amount is made in substantially equal periodic payments (at least annually) over your life (or life expectancy) or the joint lives
(or joint life expectancies) of you and your designated beneficiary;
|
•
|
The distributions are not more than the cost of your medical insurance due to a period of unemployment (subject to certain conditions);
|
•
|
The distributions are not more than your qualified higher education expenses;
|
•
|
The distribution is paid to a terminally ill individual;
|
•
|
The withdrawal is paid for certain emergency expenses;
|
•
|
The distribution is paid to an eligible domestic abuse victim; or
|
•
|
You use the distribution to buy, build or rebuild a first home;
|
•
|
The distribution occurs after the five-year taxable period measured from the earlier of:
|
>
|
The first taxable year you, as applicable, made a contribution to a Roth IRA or a designated Roth contribution to any designated Roth account
established for you under the same applicable retirement plan as defined in Tax Code Section 402A; or
|
>
|
If a rollover contribution was made from a designated Roth account previously established for you under another applicable retirement plan, the
first taxable year for which you made a designated Roth contribution to such previously established account; AND
|
•
|
The distribution occurs after you attain age 59½, die with payment being made to your beneficiary or estate, or become disabled as defined in the
Tax Code.
|
•
|
The start date for distributions;
|
•
|
The time period in which all amounts in your Contract(s) must be distributed; and
|
•
|
Distribution amounts.
|
•
|
Over your life or the joint lives of you and your designated beneficiary; or
|
•
|
Over a period not greater than your life expectancy or the joint life expectancies of you and your designated beneficiary.
|
Securities and Exchange Commission Registration Fees
|
$147.60
|
Federal Taxes
|
$0
|
State Taxes and Fees
|
$0
|
Trustees’ and Transfer Agents’ Fees
|
$0
|
Printing and Engraving
|
$0
|
Accounting Fees and Expenses
|
$5,000
|
Legal Fees and Expenses
|
$0
|
Engineering Fees
|
$0
|
Total Expenses
|
$5,147.60
|
(1)(i)
|
Principal Underwriting Agreement, effective as of the 17th day of November, 2006, by and between ING Life Insurance and Annuity Company,
on its own behalf and on behalf of other Accounts (as defined therein), and ING Financial Advisers, LLC.
|
|
(4)(i)
|
Single Premium Deferred Modified Guaranteed Annuity Contract (IU-IA-3096)
|
|
(4)(ii)
|
IRA Endorsement (IU-RA-4021)
|
|
(4)(iii)
|
Roth IRA Endorsement (IU-RA-4022)
|
|
(4)(iv)
|
Single Premium Deferred Modified Guaranteed Annuity Application (153740)(12/14/2009)
|
|
(4)(v)
|
Single Premium Deferred Modified Guaranteed Annuity Application (153740) (02/01/2010)
|
|
(5)
|
Opinion re: Legality.
|
|
(23)(i)
|
Consent of Independent Registered Public Accounting Firm.
|
|
(23)(ii)
|
Consent of Legal Counsel (included in Exhibit (5) above).
|
|
(24)(i)
|
Powers of Attorney (included on the Signature Page of this Registration Statement).
|
(2) |
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
(3) |
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
|
(5)(ii) |
That for, the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a
registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A shall be deemed to be part of and included in the registration statement as of
the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by
reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the
registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
|
(6) |
That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the
undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the
securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
|
(i) |
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
|
(ii) |
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
|
(iii) |
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided
by or on behalf of the undersigned registrant; and
|
(iv) |
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
|
(h) |
Request for Acceleration of Effective Date: Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person
of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
|
SIGNATURES
|
|||
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Windsor, State of Connecticut, on this 17th day of April, 2024.
|
|||
By:
|
VOYA RETIREMENT INSURANCE AND ANNUITY COMPANY
|
||
(Depositor
|
|||
By:
|
/s/ Robert L. Grubka
|
||
Robert L. GrubkaPresident
(principal executive officer)
|
|||
As required by the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date
indicated. Each person whose signature appears below hereby constitutes and appoints Andrea Nelson such person’s true and lawful attorneys and agents with full power of substitution and re-substitution for him or her and in his or her name,
place and stead, in any and all capacities, to sign for such person and in such person’s name and capacity indicated below, any and all amendments to this Registration Statement, hereby ratifying and confirming such person’s signature as it
may be signed by said attorney(s) to any and all amendments (pre-effective and post-effective amendments).
|
Signature
|
Title
|
Date
|
/s/ Robert L. Grubka
|
Director and President
|
3/18/2024
|
Robert L. Grubka
|
(principal executive officer)
|
|
/s/ Mona M. Zielke
|
Director
|
3/23/2024
|
Mona M. Zielke
|
||
/s/ Michael R. Katz
|
Director and Chief Financial Officer
|
3/13/2024
|
Michael R. Katz
|
(principal executive officer)
|
|
/s/ Francis G. O’Neill
|
Director
|
3/10/2024
|
Francis G. O’Neill
|
||
/s/ Amelia J. Vaillancourt
|
Director
|
3/14/2024
|
Amelia J. Vaillancourt
|
||
/s/ Youssef A. Blal
|
Director
|
3/15/2024
|
Youssef A. Blal
|
||
/s/ Tony D. Oh
|
Chief Accounting Officer
|
3/12/2024
|
Tony D. Oh
|
(principal accounting officer)
|
|
/s/ Neha V. Jain
|
Director
|
3/28/2024
|
Neha V. Jain
|
VARIABLE ANNUITY ACCOUNT C
EXHIBIT INDEX
|
Exhibit No.
|
Exhibit
|
|
16(1)(i)
|
Principal Underwriting Agreement, effective as of the 17th day of November, 2006, by and between ING Life Insurance and Annuity Company, on
its own behalf and on behalf of other Accounts (as defined therein), and ING Financial Advisers, LLC
|
|
16(4)(i)
|
Single Premium Deferred Modified Guaranteed Annuity Contract (IU-IA-3096)
|
|
16(4)(ii)
|
IRA Endorsement (IU-RA-4021)
|
|
16(4)(iii)
|
Roth IRA Endorsement (IU-RA-4022)
|
|
16(4)(iv)
|
Single Premium Deferred Modified Guaranteed Annuity Application (153740)(12/14/2009)
|
|
16(4)(v)
|
Single Premium Deferred Modified Guaranteed Annuity Application (153740) (02/01/2010)
|
|
16(5)
|
Opinion re: Legality.
|
|
16(23)(i)
|
Consent of Independent Registered Public Accounting Firm.
|
|
16(23)(ii)
|
Consent of Legal Counsel (included in Exhibit (5) above).
|
|
16(24)(i)
|
Powers of Attorney (included on the Signature Page of this Registration Statement).
|