-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, J/LYfUlM6QnTHhtJzow79AoPh6idltmxHY0HU7snZHwcIKLvhzIyiN7Tns5pRiM9 F+LmBKhBbcCTtzVJUkmG3Q== 0000836687-04-000020.txt : 20041221 0000836687-04-000020.hdr.sgml : 20041221 20041221172112 ACCESSION NUMBER: 0000836687-04-000020 CONFORMED SUBMISSION TYPE: 485APOS PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20041221 DATE AS OF CHANGE: 20041221 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEPARATE ACCOUNT B OF ING USA ANNUITY LIFE INSURANCE CO CENTRAL INDEX KEY: 0000836687 IRS NUMBER: 000000000 STATE OF INCORPORATION: IA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485APOS SEC ACT: 1933 Act SEC FILE NUMBER: 333-28769 FILM NUMBER: 041218289 BUSINESS ADDRESS: STREET 1: 1475 DUNWOODY DRIVE STREET 2: SUITE 400 CITY: WEST CHESTER STATE: PA ZIP: 19380-1478 BUSINESS PHONE: 610-425-3400 MAIL ADDRESS: STREET 1: 1475 DUNWOODY DRIVE STREET 2: P.O. BOX 2700 CITY: WEST CHESTER STATE: PA ZIP: 19380-2700 FORMER COMPANY: FORMER CONFORMED NAME: SEPARATE ACCOUNT B OF ING USA ANNUITY & LIFE INSURANCE CO DATE OF NAME CHANGE: 20031230 FORMER COMPANY: FORMER CONFORMED NAME: SEPARATE ACCOUNT B OF GOLDEN AMERICAN LIFE INSURANCE CO DATE OF NAME CHANGE: 19930506 FORMER COMPANY: FORMER CONFORMED NAME: SPECIALTY MANAGERS SEPARATE ACCOUNT B DATE OF NAME CHANGE: 19910529 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEPARATE ACCOUNT B OF ING USA ANNUITY LIFE INSURANCE CO CENTRAL INDEX KEY: 0000836687 IRS NUMBER: 000000000 STATE OF INCORPORATION: IA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485APOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-05626 FILM NUMBER: 041218290 BUSINESS ADDRESS: STREET 1: 1475 DUNWOODY DRIVE STREET 2: SUITE 400 CITY: WEST CHESTER STATE: PA ZIP: 19380-1478 BUSINESS PHONE: 610-425-3400 MAIL ADDRESS: STREET 1: 1475 DUNWOODY DRIVE STREET 2: P.O. BOX 2700 CITY: WEST CHESTER STATE: PA ZIP: 19380-2700 FORMER COMPANY: FORMER CONFORMED NAME: SEPARATE ACCOUNT B OF ING USA ANNUITY & LIFE INSURANCE CO DATE OF NAME CHANGE: 20031230 FORMER COMPANY: FORMER CONFORMED NAME: SEPARATE ACCOUNT B OF GOLDEN AMERICAN LIFE INSURANCE CO DATE OF NAME CHANGE: 19930506 FORMER COMPANY: FORMER CONFORMED NAME: SPECIALTY MANAGERS SEPARATE ACCOUNT B DATE OF NAME CHANGE: 19910529 485APOS 1 n4access.txt REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on December 21, 2004 Registration Nos. 333-28769; 811-05626 - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Pre-Effective Amendment No. ___ [ ] Post-Effective Amendment No. 29 [X] and/or REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 Amendment No. [X] (Check appropriate box or boxes) SEPARATE ACCOUNT B (Exact Name of Registrant) ING USA ANNUITY AND LIFE INSURANCE COMPANY (Name of Depositor) 1475 Dunwoody Drive West Chester, Pennsylvania 19380-1478 (Address of Depositor's Principal Executive Offices) (Zip Code) Depositor's Telephone Number, including Area Code (610) 425-3400 Linda E. Senker, Esq. James A. Shuchart, Esq. ING ING 1475 Dunwoody Drive 1475 Dunwoody Drive West Chester, PA 19380-1478 West Chester, PA 19380-1478 (610) 425-4139 (610) 425-3563 (Name and Address of Agent for Service) Approximate Date of Proposed Public Offering: As soon as practical after the effective date of the Registration Statement It is proposed that this filing will become effective (check appropriate box): [ ] immediately upon filing pursuant to paragraph (b) of Rule 485 [ ] on (date) pursuant to paragraph (b) of Rule 485 [ ] 60 days after filing pursuant to paragraph (a)(1) of Rule 485 [X] on December 22, 2004 pursuant to paragraph (a)(1) of Rule 485 If appropriate, check the following box: [ ] this post-effective amendment designates a new effective date for a previously filed post-effective amendment. Title of Securities Being Registered: Interests in a separate account under flexible premium deferred variable annuity contracts. - -------------------------------------------------------------------------------- The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. - -------------------------------------------------------------------------------- PART A ING USA Annuity and Life Insurance Company Separate Account B of ING USA Annuity and Life Insurance Company Deferred Combination Variable and Fixed Annuity Prospectus ING GOLDENSELECT ACCESS(R) - -------------------------------------------------------------------------------- December 22, 2004 This prospectus describes ING GoldenSelect Access, a group and individual deferred variable annuity contract (the "Contract") offered by ING USA Annuity and Life Insurance Company ("ING USA," the "Company," "we," "us" or "our") (formerly Golden American Life Insurance Company). The Contract is available in connection with certain retirement plans that qualify for special federal income tax treatment ("qualified Contracts") as well as those that do not qualify for such treatment ("non-qualified Contracts"). The Contract provides a means for you to invest your premium payments in one or more mutual fund investment portfolios. You may also allocate premium payments to our Fixed Account with guaranteed interest periods. Your contract value will vary daily to reflect the investment performance of the investment portfolio(s) you select and any interest credited to your allocations in the Fixed Account. For Contracts sold in some states, not all Fixed Interest Allocations or subaccounts are available. The investment portfolios available under your Contract and the portfolio managers are listed on the next page. You have a right to return a Contract within 10 days after you receive it for a refund of the adjusted contract value (which may be more or less than the premium payments you paid), or if required by your state, the original amount of your premium payment. Longer free look periods apply in some states and in certain situations. Replacing an existing annuity with the Contract may not be beneficial to you. Your existing annuity may be subject to fees or penalties on surrender, and the Contract may have new charges. This prospectus provides information that you should know before investing and should be kept for future reference. A Statement of Additional Information ("SAI"), dated May 1, 2004, has been filed with the Securities and Exchange Commission ("SEC"). It is available without charge upon request. To obtain a copy of this document, write to our Customer Service Center at P.O. Box 9271, Des Moines, Iowa 50306-9271 or call (800) 366-0066, or access the SEC's website (http://www.sec.gov). The table of contents of the SAI is on the last page of this prospectus and the SAI is made part of this prospectus by reference. The Securities and Exchange Commission has not approved or disapproved these securities or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense. An investment in any subaccount through a Trust or Fund is not a bank deposit and is not insured or guaranteed by any bank or by the Federal Deposit Insurance Corporation or any other government agency. The investment portfolios are listed on the next page. - -------------------------------------------------------------------------------- Access - 133972 ING INVESTORS TRUST ING PARTNERS, INC. ING AIM Mid Cap Growth Portfolio (Class S) ING JP Morgan Fleming International Portfolio ING Alliance Mid Cap Growth Portfolio (Class S) (Service Class) ING American Funds Growth Portfolio ING Salomon Brothers Aggressive Growth Portfolio ING American Funds Growth-Income Portfolio (Service Class) ING American Funds International Portfolio ING Capital Guardian Large Cap Value Portfolio ING VARIABLE INSURANCE TRUST (Class S) ING VP Worldwide Growth Portfolio ING Capital Guardian Managed Global Portfolio (Class S) ING VARIABLE PORTFOLIOS, INC. ING Capital Guardian Small Cap Portfolio (Class S) ING VP Index Plus LargeCap Portfolio (Class S) ING Developing World Portfolio (Class S) ING VP Index Plus MidCap Portfolio (Class S) ING Eagle Asset Capital Appreciation Portfolio ING VP Index Plus SmallCap Portfolio (Class S) (Class S) ING Evergreen Health Sciences Portfolio (Class S) ING VARIABLE PRODUCTS TRUST ING Evergreen Omega Portfolio (Class S) ING VP Financial Services Portfolio (Class S) ING FMR(SM) Diversified Mid Cap Portfolio (Class S) ING VP MagnaCap Portfolio (Class S) ING Goldman Sachs Tollkeeper(SM) Portfolio ING VP MidCap Opportunities Portfolio (Class S) (Class S) ING VP SmallCap Opportunities Portfolio (Class S) ING Hard Assets Portfolio (Class S) ING International Portfolio (Class S) ING VP INTERMEDIATE BOND PORTFOLIO (CLASS S) ING Janus Special Equity Portfolio (Class S) ING Jennison Equity Opportunities Portfolio (Class S) AIM VARIABLE INSURANCE FUNDS ING JPMorgan Small Cap Equity Portfolio (Class S) AIM V.I. Dent Demographic Trends Fund (Series II) ING Julius Baer Foreign Portfolio (Class S) AIM V.I. Leisure Fund (Series I) ING Legg Mason Value Portfolio (Class S) AIM V.I. Utilities Fund (Series I) ING LifeStyle Aggressive Growth Portfolio ING LifeStyle Growth Portfolio FIDELITY VARIABLE INSURANCE PRODUCTS PORTFOLIO ING LifeStyle Moderate Growth Portfolio Fidelity VIP Equity-Income Portfolio (Service Class 2) ING LifeStyle Moderate Portfolio Fidelity VIP Growth Portfolio (Service Class 2) ING Liquid Assets Portfolio (Class S) ING Marsico Growth Portfolio (Class S) LIBERTY VARIABLE INSURANCE TRUST ING Mercury Focus Value Portfolio (Class S) Colonial Small Cap Value Fund ING Mercury LargeCap Growth Portfolio (Class S) ING MFS Mid Cap Growth Portfolio (Class S) PIONEER VARIABLE CONTRACTS TRUST Pioneer Fund VCT Portfolio (Class II) ING MFS Total Return Portfolio (Class S) Pioneer Mid Cap Value VCT Portfolio (Class II) ING Oppenheimer Main Street Portfolio (Class S) ING PIMCO Core Bond Portfolio (Class S) PROFUNDS VP ING PIMCO High Yield Portfolio (Class S) ProFund VP Bull ING Salomon Brothers All Cap Portfolio (Class S) ProFund VP Europe 30 ING Salomon Brothers Investors Portfolio (Class S) ProFund VP Rising Rates Opportunity ING T. Rowe Price Capital Appreciation Portfolio ProFund VP Small-Cap (Class S) ING T. Rowe Price Equity Income Portfolio (Class S) PRUDENTIAL SERIES FUND, INC. ING UBS U.S. Balanced Portfolio (Class S) Jennison Portfolio (Class II) ING Van Kampen Equity Growth Portfolio (Class S) SP William Blair International Growth Portfolio ING Van Kampen Global Franchise Portfolio (Class S) (Class II) ING Van Kampen Growth and Income Portfolio (Class S) ING Van Kampen Real Estate Portfolio (Class S)
Access - 133972 - -------------------------------------------------------------------------------- TABLE OF CONTENTS - --------------------------------------------------------------------------------
Page Page Index of Special Terms.............................. ii Death Benefit During the Accumulation Phase....... 37 Fees and Expenses................................... 1 Standard Death Benefit........................ 38 Condensed Financial Information..................... 8 Enhanced Death Benefit Options................ 38 Accumulation Unit................................. 8 Earnings Multiplier Benefit Rider............. 40 The Net Investment Factor......................... 8 Death Benefit During the Income Phase............. 41 Performance Information........................... 8 Continuation After Death -- Spouse................ 41 Financial Statements.............................. 9 Continuation After Death -- Not a Spouse.......... 41 ING USA Annuity and Life Insurance Company.......... 9 Required Distributions Upon Contract ING USA Separate Account B.......................... 10 Owner's Death................................. 42 The Trusts and Funds................................ 10 The Annuity Options................................. 43 Restricted Funds.................................... 10 Other Contract Provisions........................... 45 Covered Funds, Special Funds and Excluded Other Information................................... 47 Funds............................................. 11 Federal Tax Considerations.......................... 48 Charges and Fees.................................... 12 Statement of Additional Information Charge Deduction Subaccount....................... 12 Table of Contents................................. SAI-1 Charges Deducted from the Contract Value.......... 12 Appendix A No Surrender Charge........................... 12 Condensed Financial Information................... A1 Premium Taxes................................. 12 Appendix B Administrative Charge......................... 12 The Investment Portfolios......................... B1 Transfer Charge............................... 12 Appendix C Charges Deducted from the Subaccounts............. 12 Fixed Account I................................... C1 Mortality and Expense Risk Charge............. 12 Appendix D Asset-Based Administrative Charge............. 13 Fixed Interest Division........................... D1 Earnings Multiplier Benefit Charge............ 13 Appendix E Optional Rider Charges........................ 13 Secial Funds and Excluded Funds Examples.......... E1 Trust and Fund Expenses........................... 14 Appendix F The Annuity Contract................................ 14 MGWB Excess Withdrawal Amount Examples............ F1 Contract Date and Contract Year .................. 14 Appendix G Contract Owner.................................... 14 Death Benefits for May-2002 and Yr-2003 Annuity Start Date................................ 17 Contract Owners................................... G1 Annuitant......................................... 17 Beneficiary....................................... 17 Purchase and Availability of the Contract......... 18 Crediting of Premium Payments..................... 19 Administrative Procedures......................... 20 Contract Value.................................... 20 Cash Surrender Value.............................. 21 Addition, Deletion or Substitution of Subaccounts and Other Changes................. 21 The Fixed Account................................. 22 Optional Riders................................... 22 Rider Date.................................... 22 No Cancellation............................... 22 Termination................................... 22 Minimum Guaranteed Income Benefit Rider.............................. 22 Minimum Guaranteed Withdrawal Benefit Rider.............................. 27 Other Contracts................................... 30 Withdrawals......................................... 30 Transfers Among Your Investments.................... 33 Death Benefit Choices............................... 37
Access - 133972 i - -------------------------------------------------------------------------------- INDEX OF SPECIAL TERMS - -------------------------------------------------------------------------------- The following special terms are used throughout this prospectus. Refer to the page(s) listed for an explanation of each term: Special Term Page ------------------------------------------------------------------- Accumulation Unit 8 Annuitant 17 Annuity Start Date 17 Cash Surrender Value 21 Claim Date 37 Contract Date 14 Contract Owner 14 Contract Value 20 Contract Year 14 Covered Fund 11 Earnings Multiplier Benefit 40 Excluded Fund 11 Market Value Adjustment C1 Max 7 Enhanced Death Benefit 39 Net Investment Factor 8 Net Rate of Return 8 Quarterly Ratchet Enhanced Death Benefit 38 Restricted Fund 11 Rider Date 22 7% Solution Death Benefit Element 39 Special Fund 11 Standard Death Benefit 37 The following terms as used in this prospectus have the same or substituted meanings as the corresponding terms currently used in the Contract:
Term Used in This Prospectus Corresponding Term Used in the Contract --------------------------------------------------------------------------------------------- Accumulation Unit Value Index of Investment Experience Annuity Start Date Annuity Commencement Date Contract Owner Owner or Certificate Owner Contract Value Accumulation Value Transfer Charge Excess Allocation Charge Fixed Interest Allocation Fixed Allocation Free Look Period Right to Examine Period Guaranteed Interest Period Guarantee Period Subaccount(s) Division(s) Net Investment Factor Experience Factor Regular Withdrawals Conventional Partial Withdrawals Withdrawals Partial Withdrawals
ii Access - 133972 - -------------------------------------------------------------------------------- FEES AND EXPENSES - -------------------------------------------------------------------------------- The following tables describe the fees and expenses that you will pay when buying, owning, and surrendering the contract. The first table describes the fees and expenses that you will pay at the time that you buy the contract, surrender the contract, or transfer contract value between investment options. State premium taxes may also be deducted. Contract Owner Transaction Expenses(1) Surrender Charge................................. None Transfer Charge(2).............................. $25 per transfer, if you make more than 12 transfers in a contract year (1) If you invested in a Fixed Interest Allocation, a Market Value Adjustment may apply to certain transactions. This may increase or decrease your contract value and/or your transfer or surrender amount. (2) We currently do not impose this charge, but may do so in the future. The next table describes the fees and expenses that you will pay periodically during the time that you own the contract, not including Trust or Fund fees and expenses. Annual Contract Administrative Charge(3).............. $40 (We waive this charge if the total of your premium payments is $100,000 or more or if your contract value at the end of a contract year is $100,000 or more.) (3) We deduct this charge on each contract anniversary and on surrender. Separate Account Annual Charges(4) -------------------------------------------------------------------------- Enhanced Death Benefits Standard ------------------------ Death Quarterly Benefit Ratchet Max 7 ------------------------------------------------------------------------- Mortality & Expense Risk Charge 1.65% 1.90% 2.20% Asset-Based Administrative Charge 0.15% 0.15% 0.15% Total 1.80% 2.05% 2.35% ------------------------------------------------------------------------- (4) As a percentage of average daily assets in each subaccount. The Separate Account Annual Charges are deducted daily. Earnings Multiplier Benefit Rider Charge(5) ------------------------------------------------------------------------- As an Annual Charge As a Quarterly Charge ------------------------------------------------------------------------- 0.30% of contract value 0.075% of contract value ------------------------------------------------------------------------- (5) We deduct the rider charge from the subaccounts in which you are invested on each quarterly contract anniversary and pro-rata on termination of the Contract; if the value in the subaccounts is insufficient, the rider charge will be deducted from the Fixed Interest Allocation(s) nearest maturity, and the amount deducted may be subject to a Market Value Adjustment. Access - 133972 1 Optional Rider Charges(6) Minimum Guaranteed Income Benefit rider:
------------------------------------------------------------------------- MGIB Rate As an Annual Charge As a Quarterly Charge ------------------------------------------------------------------------- 7% 0.75% of the MGIB Charge Base(7) 0.1875% of the MGIB Charge Base(7) -------------------------------------------------------------------------
Minimum Guaranteed Withdrawal Benefit rider(8): ------------------------------------------------------------------------- As an Annual Charge As a Quarterly Charge ------------------------------------------------------------------------- 0.35% of contract value 0.0875% of contract value ------------------------------------------------------------------------- (6) We deduct optional rider charges from the subaccounts in which you are invested on each quarterly contract anniversary and pro-rata on termination of the Contract; if the value in the subaccounts is insufficient, the optional rider charges will be deducted from the Fixed Interest Allocation(s) nearest maturity, and the amount deducted may be subject to a Market Value Adjustment. (7) Please see "Charges and Fees - Optional Rider Charges" and "Optional Riders" later in this prospectus. (8) If you elect the Step-Up Benefit, we reserve the right to increase the charge for the MGWB to a maximum annual charge of 1.00% of contract value. Please see "Minimum Guarantee Withdrawal Benefit Step-Up Benefit." Trust or Fund Expenses The next item shows the minimum and maximum total operating expenses charged by the Trust or Fund that you may pay periodically during the time that you own the Contract. More detail concerning each Trust or Fund's fees and expenses is contained in the prospectus for each Trust or Fund.
------------------------------------------------------------------------------------------------------------ Total Annual Trust or Fund Operating Expenses(9) Minimum Maximum ------------------------------------------------------------------------------------------------------------ (expenses that are deducted from Trust or Fund assets, including management fees, distribution and/or service (12b-1) fees(10), and other 0.53% 1.91% expenses): ------------------------------------------------------------------------------------------------------------
(9) The minimum and maximum total operating expenses charged by a Trust or a Fund including applicable expense reimbursement or fee waiver arrangements would also be 0.53% to 1.91%. The expense reimbursement or fee arrangement reflected is expected to continue through May 1, 2005. (10) The Company may receive compensation from each of the funds or the funds' affiliates based on an annual percentage of the average net assets held in that fund by the Company. The percentage paid may vary from one fund company to another. For certain funds, some of this compensation may be paid out of 12b-1 fees or service fees that are deducted from fund assets. Any such fees deducted from fund assets are disclosed in the Fund or Trust prospectuses. The Company may also receive additional compensation from certain funds for administrative, recordkeeping or other services provided by the Company to the funds or the funds' affiliates. These additional payments are made by the funds or the funds' affiliates to the Company and do not increase, directly or indirectly, the fees and expenses shown above. The following table shows the annual operating expenses separately for each Trust or Fund. Access - 133972 2 Fund Expense Table(1) The column labeled "Total Fund Annual Expenses Without Waivers or Reductions" shows the total annual operating expenses charged by a Trust or Fund, absent expense reimbursement or fee waiver arrangements. The column labeled "Net Fund Annual Expenses After Waivers or Reductions" shows such total annual operating expenses after applicable expense reimbursement or fee waiver arrangements where the Trust or Fund has committed to continue such reimbursement or waiver through May 1, 2005. Expenses shown are actual expenses for the year ended 12/31/03 unless otherwise noted.
Total Fund Net Fund Distribution Annual Annual and/or Expenses Total Expenses Investment Service Without Waivers After Advisory (12b-1) Waivers or or Waivers or Fund Name Fees Fees Other Expenses Reductions Reductions Reductions ----------------------------------------------------------------------------------------------------------------------------------- AIM V.I. Dent Demographic Trends Fund (Series II)(7)(26) 0.77% 0.25% 0.45% 1.47% 0.02% 1.45% AIM V.I. Leisure Fund (Series I) (201)(21)(22) 0.75% 0.00% 1.09% 1.84% 0.54% 1.30% AIM V.I. Utilities Fund (Series I) (20)(21)(23) 0.60% 0.00% 0.55% 1.15% 0.00% 1.15% Colonial Small Cap Value Fund 0.80% 0.25% 0.41% 1.46% 0.00% 1.46% Fidelity(R) VIP Equity-Income Portfolio (Service Class 2) 0.48% 0.25% 0.09% 0.82% 0.00% 0.82% Fidelity(R) VIP Growth Portfolio (Service Class 2) 0.58% 0.25% 0.09% 0.92% 0.00% 0.92% ING AIM Mid-Cap Growth Portfolio (Class S) (2)(3)(6) 0.68% 0.25% 0.01% 0.94% 0.00% 0.94% ING Alliance Mid-Cap Growth Portfolio (Class S) (2)(3)(6) 0.78% 0.25% 0.01% 1.04% 0.00% 1.04% ING American Funds Growth Portfolio (8)(9)(10)(11) 0.37% 0.75% 0.05% 1.17% 0.00% 1.17% ING American Funds Growth-Income Portfolio (8)(9)(10)(11) 0.33% 0.75% 0.04% 1.12% 0.00% 1.12% ING American Funds International Portfolio (8)(9)(10)(11) 0.57% 0.75% 0.09% 1.41% 0.00% 1.41% ING Capital Guardian Large Cap Value Portfolio (Class S) (2)(3)(6) 0.74% 0.25% 0.01% 1.00% 0.00% 1.00% ING Capital Guardian Managed Global Portfolio (Class S) (2)(3)(6)(26) 1.00% 0.25% 0.01% 1.26% 0.04% 1.22% ING Capital Guardian Small Cap Portfolio (Class S) (2)(3)(6) 0.68% 0.25% 0.01% 0.94% 0.00% 0.94% ING Developing World Portfolio (Class S) (2)(3) 1.25% 0.25% 0.02% 1.52% 0.00% 1.52% ING Eagle Asset Capital Appreciation Portfolio (Class S) (2)(3) 0.68% 0.25% 0.01% 0.94% 0.00% 0.94% ING Evergreen Health Sciences Portfolio (Class S) (2)(3)(4) 0.75% 0.25% 0.01% 1.01% 0.00% 1.01% ING Evergreen Omega Portfolio (Class S) (2)(3)(4) 0.60% 0.25% 0.01% 0.86% 0.00% 0.86% ING FMR(SM) Diversified Mid-Cap Portfolio (Class S) (2)(3) 0.75% 0.25% 0.00% 1.00% 0.00% 1.00% ING Goldman Sachs Tollkeeper(SM) Portfolio (Class S) (2)(3) 1.35% 0.25% 0.01% 1.61% 0.00% 1.61% ING Hard Assets Portfolio (Class S) (2)(3) 0.68% 0.25% 0.01% 0.94% 0.00% 0.94% ING International Portfolio (Class S) (2)(3) 1.00% 0.25% 0.01% 1.26% 0.00% 1.26% ING Janus Special Equity Portfolio (Class S) (2)(3)(6) 0.81% 0.25% 0.01% 1.07% 0.00% 1.07% ING Jennison Equity Opportunities Portfolio (Class S) (2)(3)(6) 0.68% 0.25% 0.01% 0.94% 0.00% 0.94% ING JPMorgan Fleming International Portfolio (Service Class) (20) 0.80% 0.25% 0.20% 1.25% 0.00% 1.25% ING JPMorgan Small Cap Equity Portfolio (Class S) (2)(3)(6) 0.90% 0.25% 0.00% 1.15% 0.00% 1.15% ING Julius Baer Foreign Portfolio (Class S) (2)(3) 1.00% 0.25% 0.00% 1.25% 0.00% 1.25% ING Legg Mason Value Portfolio (Class S) (2)(3)(6) 0.81% 0.25% 0.00% 1.06% 0.00% 1.06% ING LifeStyle Aggressive Growth Portfolio (4)(12)(13) 1.23% 0.00% 0.05% 1.28% 0.05% 1.23% ING LifeStyle Growth Portfolio (4)(12)(13) 1.18% 0.00% 0.05% 1.23% 0.05% 1.18% ING LifeStyle Moderate Growth Portfolio (4)(12)(13) 1.13% 0.00% 0.05% 1.18% 0.05% 1.13% ING LifeStyle Moderate Portfolio (4)(12)(13) 1.05% 0.00% 0.05% 1.10% 0.05% 1.05% ING Liquid Assets Portfolio (Class S) (2)(3) 0.27% 0.25% 0.01% 0.53% 0.00% 0.53% ING Marsico Growth Portfolio (Class S) (2)(3)(6) 0.79% 0.25% 0.00% 1.04% 0.00% 1.04% ING Mercury Focus Value Portfolio (Class S) (2)(3) 0.80% 0.25% 0.00% 1.05% 0.00% 1.05% ING Mercury LargeCap Growth Portfolio (Class S) (2)(3) 0.80% 0.25% 0.00% 1.05% 0.00% 1.05% ING MFS Mid-Cap Growth Portfolio (Class S) (2)(3)(5)(6) 0.64% 0.25% 0.01% 0.90% 0.00% 0.90% ING MFS Total Return Portfolio (Class S) (2)(3)(5)(6) 0.64% 0.25% 0.01% 0.90% 0.00% 0.90%
Access - 133972 3
Total Fund Net Fund Distribution Annual Annual and/or Expenses Total Expenses Investment Service Without Waivers After Advisory (12b-1) Waivers or or Waivers or Fund Name Fees Fees Other Expenses Reductions Reductions Reductions ----------------------------------------------------------------------------------------------------------------------------------- ING Oppenheimer Main Street Portfolio (Class S) (2)(3)(5)(6) 0.64% 0.25% 0.01% 0.90% 0.00% 0.90% ING PIMCO Core Bond Portfolio (Class S) (2)(3) 0.61% 0.25% 0.01% 0.87% 0.00% 0.87% ING PIMCO High Yield Portfolio (Class S) (2)(3)(4) 0.49% 0.25% 0.01% 0.75% 0.00% 0.75% ING Salomon Brothers Aggressive Growth Portfolio (Service Class) (20) 0.70% 0.25% 0.13% 1.08% 0.00% 1.08% ING Salomon Brothers All Cap Portfolio (Class S) (2)(3)(6) 0.75% 0.25% 0.00% 1.00% 0.00% 1.00% ING Salomon Brothers Investors Portfolio (Class S) (2)(3) 0.75% 0.25% 0.00% 1.00% 0.00% 1.00% ING T. Rowe Price Capital Appreciation Portfolio (Class S) (2)(3)(6) 0.68% 0.25% 0.01% 0.94% 0.00% 0.94% ING T. Rowe Price Equity Income Portfolio (Class S) (2)(3)(6) 0.68% 0.25% 0.01% 0.94% 0.00% 0.94% ING UBS U.S. Balanced Portfolio (Class S) (2)(3) 0.75% 0.25% 0.01% 1.01% 0.00% 1.01% ING Van Kampen Equity Growth Portfolio (Class S) (2)(3) 0.65% 0.25% 0.01% 0.92% 0.00% 0.92% ING Van Kampen Global Franchise Portfolio (Class S) (2)(3) 1.00% 0.25% 0.00% 1.25% 0.00% 1.25% ING Van Kampen Growth and Income Portfolio (Class S) (2)(3)(6) 0.68% 0.25% 0.01% 0.94% 0.00% 0.94% ING Van Kampen Real Estate Portfolio (Class S) (2)(3) 0.68% 0.25% 0.00% 0.93% 0.00% 0.93% ING VP Intermediate Bond Portfolio (Class S) (14) 0.40% 0.25% 0.10% 0.75% 0.00% 0.75% ING VP Financial Services Portfolio (Class S) (15)(16) 0.75% 0.25% 0.15% 1.15% 0.00% 1.15% ING VP Index Plus LargeCap Portfolio (ClassS) (14) 0.35% 0.25% 0.08% 0.68% 0.00% 0.68% ING VP Index Plus MidCap Portfolio (Class S) (14) 0.40% 0.25% 0.10% 0.75% 0.00% 0.75% ING VP Index Plus SmallCap Portfolio (Class S) (14) 0.40% 0.25% 0.15% 0.80% 0.00% 0.80% ING VP MagnaCap Portfolio (Class S) (15)(16)(18) 0.75% 0.25% 0.40% 1.40% 0.00% 1.40% ING VP MidCap Opportunities Portfolio (Class S)(15)(16)(17) 0.75% 0.25% 0.45% 1.45% 0.35% 1.10% ING VP SmallCap Opportunities Portfolio (Class S) (15)(16) 0.75% 0.25% 0.32% 1.32% 0.00% 1.32% ING VP Worldwide Growth Portfolio (24)(27) 1.00% 0.25% 0.50% 1.75% 0.60% 1.15% Jennison Portfolio (Class II) 0.60% 0.25% 0.19% 1.04% 0.00% 1.04% Pioneer Fund VCT Portfolio (Class II) 0.65% 0.25% 0.10% 1.00% 0.00% 1.00% Pioneer Mid Cap Value VCT Portfolio (Class II) 0.65% 0.25% 0.10% 1.00% 0.00% 1.00% ProFund VP Bull 0.75% 0.25% 0.87% 1.87% 0.00% 1.87% ProFund VP Europe 30 0.75% 0.25% 0.91% 1.91% 0.00% 1.91% ProFund Rising Rates Opportunity 0.75% 0.25% 0.91% 1.91% 0.00% 1.91% ProFund VP Small-Cap 0.75% 0.25% 0.73% 1.73% 0.00% 1.73% SP William Blair International Growth Portfolio (Class II) 0.85% 0.25% 0.44% 1.54% 0.00% 1.54%
Footnotes to the "Fund Expense Table" (1) The Company may receive compensation from each of the funds or the funds' affiliates based on an annual percentage of the average net assets held in that fund by the Company. The percentage paid may vary from one fund company to another. For certain funds, some of this compensation may be paid out of 12b-1 fees or service fees that are deducted from fund assets. Any such fees deducted from fund assets are disclosed in this Fund Expense Table and the fund prospectuses. The Company may also receive additional compensation from certain funds for administrative, recordkeeping or other services provided by the Company to the funds or the funds' affiliates. These additional payments are made by the funds or the funds' affiliates to the Company and do not increase, directly or indirectly, the fees and expenses shown above. See "Fees - Fund Expenses" for additional information. (2) The table above shows the estimated operating expenses for Class S Shares of each Portfolio as a ratio of expenses to average daily net assets. These estimates, unless otherwise noted, are based on each Portfolio's actual operating expenses for its most recently completed fiscal year, as adjusted for contractual changes, if any. Distribution and/or Service (12b-1) Fees" includes a Shareholder Service Fee of 0.25%. (3) Through a "bundled fee" arrangement, Directed Services, Inc. (DSI), the Trust's manager, is paid a single fee for advisory, administrative, custodial, transfer agency, auditing and legal services necessary for the ordinary operation of the Portfolio. The Portfolios would bear any extraordinary expenses. (4) Because the Portfolio is new, expenses, shown above, are estimated. Access - 133972 4 (5) DSI has voluntarily agreed to waive a portion of its management fee for certain Portfolios. Including these waivers, the " Net Fund Annual Expenses After Waivers or Reductions" for the year ended December 31, 2003, would have been 0.89% for ING MFS Mid Cap Growth and ING Oppenheimer Main Street Portfolios and 0.90% for ING MFS Total Return Portfolio. This arrangement may be discontinued by DSI at any time. (6) A portion of the brokerage commissions that the Portfolios pay is used to reduce each Portfolio's expenses. Including these reductions and the MFS voluntary management fee waiver the " Net Fund Annual Expenses After Waivers or Reductions" for the year ended December 31, 2003 would have been 0.86% for ING AIM Mid Cap Growth, 0.99% for ING Alliance Mid Cap Growth, 0.99% for ING Capital Guardian Large Cap Value, 1.25% for ING Capital Guardian Managed Global, 0.93% for ING Capital Guardian Small Cap, 1.04% for ING Janus Special Equity, 0.89% for ING Jennison Equity Opportunities, 1.14% for ING JPMorgan Small Cap Equity, 1.05% for ING Legg Mason Value, 1.02% for ING Marsico Growth, 0.86% for ING MFS Mid Cap Growth, 0.84% for ING Oppenheimer Main Street, 0.89% for ING MFS Total Return, 0.98% for ING Salomon Brothers All Cap, 0.93% for ING T. Rowe Price Capital Appreciation and ING T. Rowe Price Equity Income and 0.90% for ING Van Kampen Growth and Income Portfolios. This arrangement may be discontinued at any time. (7) The Fund's advisor and/or distributor have contractually agreed to waive advisory fees or reimburse expenses of Series II shares to the extent necessary to limit Total Annual Fund Operating Expenses (excluding certain items discussed below) to 1.45% for AIM V.I. Dent Demographic Trends Fund. In determining the advisor's obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the Total Annual Fund Operating Expenses to exceed the 1.45% cap for AIM V.I. Dent Demographic Trends Fund: (i) interest; (ii) taxes; (iii) extraordinary items (these are expenses that are not anticipated to arise from the Fund's day-to-day operations), as defined in the Financial Accounting Standard's Board's Generally Accepted Accounting Principles or as approved by the Fund's board of trustees; (iv) expenses related to a merger or reorganization, as approved by the Fund's board of trustees; and (v) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Currently, the only expense offset arrangements from which the Fund benefits are in the form of credits that the Fund receives from banks where the Fund or its transfer agent has deposit accounts in which it holds uninvested cash. Those credits are used to pay certain expenses incurred by the Fund. These expense limitation agreements are in effect through December 31, 2005 for AIM V.I. Dent Demographic Trends Fund. (8) This table reflects the aggregate annual operating expenses of each Portfolio and its corresponding Master Fund. (9) Pursuant to its investment management agreement with the Trust, ING Investments, LLC may charge an annual advisory fee at asset levels that are the same as the current asset levels of the Master Funds equal to 0.37% for ING American Funds Growth Portfolio, 0.33% for ING American Funds Growth-Income Portfolio and 0.57% for ING American Funds International Portfolio of the average daily net assets if the respective Portfolio does not invest substantially all of its assets in another investment company. If a Portfolio invests substantially all of its assets in another investment company, ING Investments, LLC does not charge an advisory fee. Each Portfolio anticipates investing substantially all of its assets in another investment company. (10) Shares of each ING American Funds Portfolio are subject to a Rule 12b-1 fee at an annual rate of 0.50% of average daily net assets payable to Directed Services, Inc. (DSI). In addition, Class 2 Shares of each of the ING American Funds Growth Portfolio, the ING American Funds Growth-Income Portfolio and the ING American Funds International Portfolio pay 0.25% of average net assets annually pursuant to a Plan of Distribution or 12b-1 plan. Shareholders of the Class 2 Shares of the Master Funds pay only their proportionate share of 12b-1 plan expenses. (11) "Other Expenses" are estimated because the Portfolios did not have a full year of operations as of December 31, 2003. (12) The table reflects the aggregate annual operating expense for these Portfolios. The expenses are derived by using a weighted average of the fees imposed by each of the portfolios underlying the Portfolios and adding to that average fee, an investment advisory fee of 0.14% and other expenses of 0.05% for each Portfolio. Because the annual net operating expenses of each underlying portfolio will vary from year to year, the expenses paid by a Portfolio may vary from year to year. For more information regarding the expenses of the underlying portfolios, please see the Fund's prospectus. (13) ING Investments, LLC, the investment adviser to each Portfolio, has entered into written expense limitation agreements with each Portfolio under which it will limit expenses of each Portfolio, excluding interest, taxes, brokerage and extraordinary expenses, subject to possible recoupment by ING within three years. The amount of each Portfolio's expenses waived, reimbursed or recouped during the last fiscal year by ING is shown under the heading "Total Waivers or Reductions." For each Portfolio, the expense limits are contractual and will continue through at least May 3, 2005. For further information regarding the expense limitation agreements, see the Fund's prospectus. (14) The table above shows the estimated operating expenses for Class S shares of each Portfolio as a ratio of expenses to average daily net assets. These estimates, unless otherwise noted, are based on each Portfolio's actual operating expenses, annualized, for the Portfolio's most recently completed fiscal year and fee waivers to which the Portfolio's investment adviser has agreed for each Portfolio. (15) The above table shows the estimated operating expenses for Class S shares of each Portfolio as a ratio of expenses to average daily net assets. With the exception of the ING VP Financial Services Portfolio these estimates are based on each Portfolio's actual operating expenses for its most recently completed fiscal year, as adjusted for contractual changes, if any, and fee waivers to which the Portfolio's investment adviser has agreed for each Portfolio. For the ING VP Financial Services Portfolio, which had not commenced operations prior to December 31, 2003, the Portfolio's fiscal year end, expenses are based on estimated amounts for the current year. Access - 133972 5 (16) ING Funds Services, LLC receives an annual administration fee equal to 0.10% of average daily net assets which is included in "Other Expenses" in the above table. For the ING VP Financial Services Portfolio, which had not commenced operations prior to December 31, 2003, the Portfolio's fiscal year end. "Other Expenses" are based on estimated amounts for the current fiscal year. For all other Portfolios estimated "Other Expenses" are based on each Portfolio's actual "Other Expenses" for its most recently completed fiscal year. (17) ING Investments, LLC, the investment adviser to each Portfolio, has entered into a written expense limitation agreement under which it will limit expenses of the Portfolio, excluding interest, taxes, brokerage and extraordinary expenses, subject to possible recoupment by the adviser within three years. The amount of expenses waived, reimbursed or recouped during the last fiscal year by the adviser for ING VP MidCap Opportunities Portfolio is shown under "Total Waivers or Reductions" in the above table. The expense limits will continue through at least December 31, 2005. For further information regarding the expense limitation agreements, see the Fund's prospectus. (18) "Other Expenses", "Total Fund Annual Expenses" and "Net Fund Annual Expenses After Waivers or Reductions" in the above table exclude a one-time merger fee of 0.06% incurred in connection with the merger of another investment company into ING VP MagnaCap Portfolio. (19) "Other Expenses" shown in the above table include a Shareholder Services fee of 0.25%. (20) The Fund has adopted a new form of administrative services and transfer agency agreements which will be effective May 1, 2004. As a result, "Other Expenses" have been restated to reflect the changes in fees under the new agreements. (21) The Fund's advisor is entitled to receive reimbursement from the Fund for fees and expenses paid for by the Fund's advisor pursuant to expense limitation commitments between the Fund's advisor and the Fund if such reimbursement does not cause the Fund to exceed its then-current expense limitations and the reimbursement is made within three years after the Fund's advisor incurred the expense. (22) The Fund's advisor has contractually agreed to waive advisory fees or reimburse expenses of Series I shares to the extent necessary to limit Total Annual Fund Operating Expenses (excluding certain items discussed below) to 1.30%. In determining the advisor's obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the Total Annual Fund Operating Expenses to exceed the 1.30% cap: (i) interest; (ii) taxes; (iii) extraordinary items (these are expenses that are not anticipated to arise from the Fund's day-to-day operations), as defined in the Financial Accounting Standard's Board's Generally Accepted Accounting Principles or as approved by the Fund's board of trustees; (iv) expenses related to a merger or reorganization, as approved by the Fund's board of trustees; and (v) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Currently, the only expense offset arrangements from which the Fund benefits are in the form of credits that the Fund receives from banks where the Fund or its transfer agent has deposit accounts in which it holds uninvested cash. Those credits are used to pay certain expenses incurred by the Fund. This expense limitation agreement is in effect through December 31, 2005. (23) As a result of a reorganization of another fund into the Fund, which occurred on April 30, 2004, the "Total Fund Annual Expenses Without Waivers or Reductions" have been restated to reflect current expenses. (24) The above table shows the estimated operating expenses of each Portfolio as a ratio of expenses to average daily net assets. These estimates are based on each Portfolio's actual operating expenses for its most recently completed fiscal year, as adjusted for contractual changes, if any, and fee waivers to which the Portfolio's investment adviser has agreed for each Portfolio. ING Funds Services, LLC receives an annual administration fee equal to 0.10% of average daily net assets which is included in Other Expenses in the above table. Estimated Other Expenses are based on each Portfolio's actual Other Expenses for its most recently completed fiscal year. (25) Effective, July 1, 2004, the Board of Trustees of AIM Variable Insurance Funds approved an amendment to the master investment advisory agreement. Under the amended master investment advisory agreement, the management fee for the fund has been reduced from 0.85% to 0.77%. Expenses have been restated to reflect this agreement. (26) On September 2, 2004, the Board of ING Investors Trust approved an expense cap for these Portfolios to be effective January 1, 2005. This expense cap is expected to remain in effect until at least December 31, 2005. The table above shows the estimated expenses for these Portfolios based on each Portfolio's actual operating expenses, annualized, for the Portfolio's most recently completed fiscal year and fee waivers or reductions that would have applied under the expense cap. (27) On September 2, 2004, the Board of ING Variable Insurance Trust approved a reduction in the expense cap for this Portfolio to be effective January 1, 2005. This expense cap reduction is expected to remain in effect until at least December 31, 2005. The table above shows the estimated expenses for this Portfolio based on the Portfolio's actual operating expenses, annualized, for the Portfolio's most recently completed fiscal year and fee waivers or reductions that would have applied under the reduced expense cap. Access - 133972 6 Premium taxes (which currently range from 0% to 3.5% of premium payments) may apply, but are not reflected in the above table or in the example below. Example: This example is intended to help you compare the cost of investing in the Contract with the cost of investing in other variable annuity contracts. These costs include contract owner transaction expenses, contract fees, separate account annual expenses, and Trust or Fund fees and expenses. The example assumes that you invest $10,000 in the Contract for the time periods indicated. The example also assumes that your investment has a 5% return each year and assumes the maximum fees and expenses of any of the Trusts or Funds. Specifically, the example assumes election of the Max 7 Enhanced Death Benefit and election of the earnings multiplier benefit rider with a charge of 0.30% of the contract value annually. The example reflects the deduction of a mortality and expense risk charge, an asset-based administrative charge, and the annual contract administrative charge as an annual charge of 0.03% of assets. The example also assumes you elected the Minimum Guaranteed Income Benefit Rider with an assumed charge of 1.14% annually, where the rider base is equal to the initial premium and increases by 7% annually, and the rider charge is assessed each quarter on a base equal to the hypothetical $10,000 premium increasing at 7% per year. The assumed annual rider charge of 1.14% results from the assumption of a 7% annual increase in the rider base but only a 5% earnings increase in the contract value before expenses. Thus, 1.14% represents an annual charge over the 10-year period which is equivalent to a charge of 0.1875% of rider base per quarter over the same period. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:
------------------------------------------------------------------------------------- If you surrender or annuitize your contract at the end of the applicable time period: 1 year 3 years 5 years 10 years $571 $1,700 $2,813 $5,525 -------------------------------------------------------------------------------------
Compensation is paid for the sale of the Contracts. For information about this compensation, see "Selling the Contract." Access - 133972 7 - -------------------------------------------------------------------------------- CONDENSED FINANCIAL INFORMATION - -------------------------------------------------------------------------------- Accumulation Unit We use accumulation units to calculate the value of a Contract. Each subaccount of Separate Account B has its own accumulation unit value. The accumulation units are valued each business day that the New York Stock Exchange is open for trading. Their values may increase or decrease from day to day according to a Net Investment Factor, which is primarily based on the investment performance of the applicable investment portfolio. Shares in the investment portfolios are valued at their net asset value. Tables containing (i) the accumulation unit value history of each subaccount of ING USA Separate Account B offered in this prospectus and (ii) the total investment value history of each such subaccount are presented in Appendix A -- Condensed Financial Information. The numbers show the year-end unit values of each subaccount from the time purchase payments were first received in the subaccounts under the Contract. The Net Investment Factor The Net Investment Factor is an index number which reflects certain charges under the Contract and the investment performance of the subaccount. The Net Investment Factor is calculated for each subaccount as follows: 1) We take the net asset value of the subaccount at the end of each business day. 2) We add to (1) the amount of any dividend or capital gains distribution declared for the subaccount and reinvested in such subaccount. We subtract from that amount a charge for our taxes, if any. 3) We divide (2) by the net asset value of the subaccount at the end of the preceding business day. 4) We then subtract the applicable daily mortality and expense risk charge and the daily asset-based administrative charge from the subaccount. Calculations for the subaccounts are made on a per share basis. The Net Rate of Return equals the Net Investment Factor minus one. Performance Information From time to time, we may advertise or include in reports to contract owner's performance information for the subaccounts of Separate Account B, including the average annual total return performance, yields and other nonstandard measures of performance. Such performance data will be computed, or accompanied by performance data computed, in accordance with standards defined by the SEC. Except for the Liquid Assets subaccount, quotations of yield for the subaccounts will be based on all investment income per unit (contract value divided by the accumulation unit) earned during a given 30-day period, less expenses accrued during such period. Information on standard total average annual return performance will include average annual rates of total return for 1-, 5- and 10-year periods, or lesser periods depending on how long Separate Account B has been investing in the portfolio. We may show other total returns for periods of less than one year. We will base total return figures on the actual historic performance of the subaccounts of Separate Account B, assuming an investment at the beginning of the period when the separate account first invested in the portfolios, and withdrawal of the investment at the end of the period, adjusted to reflect the deduction of all applicable portfolio and current contract charges. We may also show rates of total return on amounts invested at the beginning of the period with no withdrawal at the end of the period. Total return figures which assume no withdrawals at the end of the period will reflect all recurring charges. In addition, we may present historic performance data for the investment portfolios since their inception reduced by some or all of the fees and charges under the Contract. Such adjusted historic performance includes data that precedes the inception dates of the subaccounts of Separate Account B. This data is designed to show the performance that would have resulted if the Contract had been in existence before the separate account began investing in the portfolios. Current yield for the Liquid Assets subaccount is based on income received by a hypothetical investment over a given 7-day period, less expenses accrued, and then "annualized" (i.e., assuming that the 7-day yield would be received for 52 weeks). We calculate "effective yield" for the Liquid Assets subaccount in a manner similar to that used to calculate yield, but when annualized, the income earned by the investment is assumed to be reinvested. The "effective yield" will thus be slightly higher than the "yield" because of the compounding effect of earnings. We calculate quotations of yield for the remaining subaccounts on all investment income per accumulation unit earned during a given 30-day period, after subtracting fees and expenses accrued during the period, assuming the selection of the Max 7 Enhanced Death Benefit and the MGIB optional benefit rider. You should be aware that there is no guarantee that the Liquid Assets Subaccount will have a positive or level return. Access - 133972 8 We may compare performance information for a subaccount to: (i) the Standard & Poor's 500 Stock Index, Dow Jones Industrial Average, Donoghue Money Market Institutional Averages, or any other applicable market indices, (ii) other variable annuity separate accounts or other investment products tracked by Lipper Analytical Services (a widely used independent research firm which ranks mutual funds and other investment companies), or any other rating service, and (iii) the Consumer Price Index (measure for inflation) to determine the real rate of return of an investment in the Contract. Our reports and promotional literature may also contain other information including the ranking of any subaccount based on rankings of variable annuity separate accounts or other investment products tracked by Lipper Analytical Services or by similar rating services. Performance information reflects only the performance of a hypothetical contract and should be considered in light of other factors, including the investment objective of the investment portfolio and market conditions. Please keep in mind that past performance is not a guarantee of future results. Financial Statements The statement of assets and liabilities of Separate Account B as of December 31, 2003, and the related statement of operations for the year then ended, and the statements of changes in net assets for each of the two years in the period then ended are included in the Statement of Additional Information. The consolidated financial statements and schedules of ING USA Annuity and Life Insurance Company (formerly Golden American Life Insurance Company) as of December 31, 2003 and 2002 and for each of the three years in the period ended December 31, 2003 are included in the Statement of Additional Information. - -------------------------------------------------------------------------------- ING USA ANNUITY AND LIFE INSURANCE COMPANY - -------------------------------------------------------------------------------- ING USA Annuity and Life Insurance Company (formerly Golden American Life Insurance Company) ("ING USA") is an Iowa stock life insurance company, which was originally incorporated in Minnesota on January 2, 1973. ING USA is a wholly owned subsidiary of Lion Connecticut Holdings Inc. ("Lion Connecticut"), which in turn is a wholly owned subsidiary of ING Groep N.V. ("ING"), a global financial services holding company based in The Netherlands. ING USA is authorized to sell insurance and annuities in all states, except New York, and the District of Columbia. ING USA's consolidated financial statements appear in the Statement of Additional Information. Lion Connecticut is the holding company for Directed Services, Inc., the investment manager of the ING Investors Trust and the distributor of the Contracts, and other interests. ING also owns ING Investments, LLC and ING Investment Management, LLC, portfolio managers of the ING Investors Trust, and the investment managers of the ING Variable Insurance Trust and ING Variable Products Trust and ING Variable Product Portfolios, respectively. ING also owns Baring International Investment Limited, another portfolio manager of the ING Investors Trust. Our principal office is located at 1475 Dunwoody Drive, West Chester, Pennsylvania 19380. - -------------------------------------------------------------------------------- ING USA SEPARATE ACCOUNT B - -------------------------------------------------------------------------------- ING USA Separate Account B (formerly Golden American Separate Account B) ("Separate Account B") was established as a separate account of the Company on July 14, 1988. It is registered with the SEC as a unit investment trust under the Investment Company Act of 1940, as amended (the "1940 Act"). Separate Account B is a separate investment account used for our variable annuity contracts. We own all the assets in Separate Account B but such assets are kept separate from our other accounts. Separate Account B is divided into subaccounts. Each subaccount invests exclusively in shares of one investment portfolio of a Trust or Fund. Each investment portfolio has its own distinct investment objectives and policies. Income, gains and losses, realized or unrealized, of a portfolio are credited to Access - 133972 9 or charged against the corresponding subaccount of Separate Account B without regard to any other income, gains or losses of the Company. Assets equal to the reserves and other contract liabilities with respect to each are not chargeable with liabilities arising out of any other business of the Company. They may, however, be subject to liabilities arising from subaccounts whose assets we attribute to other variable annuity contracts supported by Separate Account B. If the assets in Separate Account B exceed the required reserves and other liabilities, we may transfer the excess to our general account. We are obligated to pay all benefits and make all payments provided under the Contracts. Note: We currently offer other variable annuity contracts that invest in Separate Account B, but are not discussed in this prospectus. Separate Account B may also invest in other investment portfolios which are not available under your Contract. Under certain circumstances, we may make certain changes to the subaccounts. For more information, see "The Annuity Contract -- Addition, Deletion, or Substitution of Subaccounts and Other Changes." - -------------------------------------------------------------------------------- THE TRUSTS AND FUNDS - -------------------------------------------------------------------------------- You will find information about the Trusts and Funds currently available under your Contract in Appendix B -- The Investment Portfolios. A prospectus containing more complete information on each Trust or Fund may be obtained by calling our Customer Service Center at 800-366-0066. You should read the prospectus carefully before investing. Certain funds are designated as "Master-Feeder" or "LifeStyle Funds". Funds offered in a Master-Feeder structure (such as the American Funds) or fund of funds structure (such as the LifeStyle Funds) may have higher fees and expenses than a fund that invests directly in debt and equity securities. See "Trust and Fund Expenses". Also, you should discuss with your registered representative whether the LifeStyle Funds are appropriate for you, particularly if you are a conservative investor. If, due to differences in tax treatment or other considerations, the interests of contract owners of various contracts participating in the Trusts or Funds conflict, we, the Boards of Trustees or Directors of the Trusts or Funds, and any other insurance companies participating in the Trusts or Funds will monitor events to identify and resolve any material conflicts that may arise. - -------------------------------------------------------------------------------- RESTRICTED FUNDS - -------------------------------------------------------------------------------- We may, with 30 days notice to you, designate any investment option as a Restricted Fund and limit the amount you may allocate or transfer to a Restricted Fund. We may also change the limitations on existing contracts with respect to new premiums added to investment portfolios and with respect to new transfers to investment portfolios. We may establish any limitations, at our discretion, as a percentage of premium or contract value, or as a specified dollar amount, and change the limitation at any time. Currently, we have not designated any investment option as a Restricted Fund. If we designate an investment option as a Restricted Fund or set applicable limitations, such change will apply only to transactions made after the designation. We limit your investment in the Restricted Funds on an aggregate basis for all Restricted Funds and for each individual Restricted Fund. Currently, we limit an investment in Restricted Funds to the following limitations: no more than $999,999,999, and no more than 30 percent of contract value. We may change these limits, in our discretion, for new contracts, premiums, transfers or withdrawals. We monitor the aggregate and individual limits on investments in Restricted Funds for each transaction (e.g. premium payments, reallocations, withdrawals, dollar cost averaging). If the contract value in the Restricted Funds has increased beyond the applicable limit due to market growth, we will not require the reallocation or withdrawal of contract value from the Restricted Funds. However, if the contract value in Access - 133972 10 the Restricted Funds exceeds the aggregate limit, if you take a withdrawal, it must come from either the Restricted Funds or pro-rata from all investment options in which contract value is allocated, so that the percentage of contract value in the Restricted Funds following the withdrawal is less than or equal to the percentage of contract value in the Restricted Funds prior to the withdrawal. We will not permit a transfer to the Restricted Funds if it would increase the contract value in the Restricted Fund or in all Restricted Funds to more than the applicable limits set forth above. We will not limit transfers from Restricted Funds. If the multiple reallocations lower the percentage of total contract value in Restricted Funds, we will permit the reallocation even if the percentage of contract value in a Restricted Fund is greater than its limit. Please see "Withdrawals" and "Transfers Among Your Investments" in this prospectus for more information on the effect of Restricted Funds. - -------------------------------------------------------------------------------- COVERED FUNDS, SPECIAL FUNDS AND EXCLUDED FUNDS - -------------------------------------------------------------------------------- For purposes of determining death benefits and benefits under the optional benefit riders (but not the earnings multiplier benefit rider), we assign the investment options to one of three categories of funds. The categories are: 1) Covered Funds; 2) Special Funds; and 3) Excluded Funds. Allocations to Covered Funds participate fully in all guaranteed benefits. Allocations to Special Funds could affect the death benefit and/or optional benefit rider guarantee that may otherwise be provided. Allocations to Excluded Funds do not participate in any guaranteed benefits, due to their potential for volatility. No investment options are currently designated as Excluded Funds. Designation of investment options under these categories may vary by benefit. For example, we may designate an investment option a Special Fund for purposes of calculating a benefit under an optional benefit rider, but not a death benefit, or for calculating one death benefit and not another. We may, with 30 days notice to you, designate any investment option as a Special or Excluded Fund with respect to new premiums added to such investment option and also with respect to new transfers to such investment option. Please see Appendix E for examples. - -------------------------------------------------------------------------------- CHARGES AND FEES - -------------------------------------------------------------------------------- We deduct the Contract charges described below to compensate us for our costs and expenses, services provided and risks assumed under the Contracts. We incur certain costs and expenses for distributing and administering the Contracts, including compensation and expenses paid in connection with sales of the Contracts, for paying the benefits payable under the Contracts and for bearing various risks associated with the Contracts. The amount of a Contract charge will not always correspond to the actual costs associated with the charge. If there are any profits from fees and charges deducted under the Contract, including the mortality and expense risk charge and rider and benefit charges, we may use such profits to finance the distribution of Contracts. Charge Deduction Subaccount You may elect to have all charges against your contract value deducted directly from a single subaccount designated by the Company. Currently we use the Liquid Assets subaccount for this purpose. If you do Access - 133972 11 not elect this option, or if the amount of the charges is greater than the amount in the designated subaccount, we will deduct the charges as discussed below. You may cancel this option at any time by sending satisfactory notice to our Customer Service Center. Charges Deducted from the Contract Value We deduct the following charges from your contract value: No Surrender Charge. We do not deduct any surrender charges for withdrawals. Premium Taxes. We may charge for state and local premium taxes depending on your state of residence. These taxes can range from 0% to 3.5% of the premium payment. We have the right to change this amount to conform with changes in the law or if you change your state of residence. We deduct the premium tax from your contract value (or from the MGIB Base, if exercised) on the annuity start date. However, some jurisdictions impose a premium tax at the time initial and additional premiums are paid, regardless of when the annuity payments begin. In those states we may defer collection of the premium taxes from your contract value and deduct it when you surrender the Contract or on the annuity start date. Administrative Charge. We deduct an annual administrative charge on each Contract anniversary. If you surrender your Contract prior to a Contract anniversary, we deduct an administrative charge when we determine the cash surrender value payable to you. The charge is $40 per Contract. We waive this charge if your contract value is $100,000 or more at the end of a contract year or the total of your premium payments is $100,000 or more, or under other conditions established by ING USA. We deduct the charge proportionately from all subaccounts in which you are invested. If there is no contract value in those subaccounts, we will deduct the charge from your Fixed Interest Allocations starting with the guaranteed interest periods nearest their maturity dates until the charge has been paid. Transfer Charge. We currently do not deduct any charges for transfers made during a contract year. We have the right, however, to assess up to $25 for each transfer after the twelfth transfer in a contract year. The charge will not apply to any transfers due to the election of dollar cost averaging or automatic rebalancing. Charges Deducted from the Subaccounts Mortality and Expense Risk Charge. The amount of the mortality and expense risk charge depends on the death benefit you have elected and on the category of contract owner to which you belong. We deduct the charge each business day based on the assets you have in each subaccount. If there are any profits from the mortality and expense risk charge, we may use such profits to finance the distribution of contracts. -------------------------------------------------------------------------- Quarterly Ratchet Max 7 Standard Enhanced Enhanced Death Benefit Death Benefit Death Benefit -------------------------------------------------------------------------- Annual Annual Charge Annual Charge Expressed Charge Expressed Annual as Daily Annual Expressed as Annual as Daily Charge Rate Charge Daily Rate Charge Rate 1.65% 0.004558% 1.90% 0.005255% 2.20% 0.006095% -------------------------------------------------------------------------- Asset-Based Administrative Charge. The amount of the asset-based administrative charge, on an annual basis, is equal to 0.15% of the assets you have in each subaccount. We deduct the charge from Access - 133972 12 your assets in each subaccount on each business day at the rate of 0.000411% for each day since the previous business day. Earnings Multiplier Benefit Charge. Subject to state availability, you may purchase the earnings multiplier benefit rider for a non-qualified Contract either at issue or on the next contract anniversary following the introduction of the benefit in your state, if later. So long as the rider is in effect, we will deduct a separate quarterly charge for the rider through a pro-rata reduction of the contract value of the subaccounts in which you are invested. If there is insufficient contract value in the subaccounts, we will deduct the charges from your Fixed Interest Allocations starting with the allocation nearest its maturity date. If that is insufficient, we will deduct the charge from the allocation next nearest its maturity date, and so on. We deduct the rider charge on each quarterly contract anniversary in arrears, meaning we deduct the first charge on the first quarterly anniversary following the rider date. If you surrender or annuitize your Contract, we will deduct a pro-rata portion of the charge for the current quarter based on the current contract value immediately prior to the surrender or annuitization. The quarterly charge for the earnings multiplier benefit rider is 0.075% (0.30% annually). For a description of the rider, see "Earnings Multiplier Benefit Rider." Optional Rider Charges. In addition to the earnings multiplier benefit rider, subject to state availability, you may purchase one of two optional benefit riders that you may elect at issue. So long as the rider is in effect, we will deduct a separate quarterly charge for each optional benefit rider through a pro-rata reduction of the contract value of the subaccounts in which you are invested. If there is insufficient contract value in the subaccount, we will deduct the charges from your Fixed Interest Allocations nearest their maturity date. We deduct each rider charge on each quarterly contract anniversary in arrears, meaning we deduct the first charge on the first quarterly anniversary following the rider date. For a description of the riders and the defined terms used in connection with the riders, see "The Annuity Contract -- Optional Riders." Minimum Guaranteed Income Benefit (MGIB). The charge for the MGIB rider is as follows:
------------------------------------------------------------------------------------------- MGIB Rate As an Annual Charge As a Quarterly Charge ------------------------------------------------------------------------------------------- 7% 0.75% of the MGIB Charge Base 0.1875% of the MGIB Charge Base --------------------------------------------------------------------------------------------
The MGIB Charge Base generally depends on the amount of premiums you pay during the first five contract years after you purchase the rider, when you pay the premiums, less a pro-rata deduction for any withdrawal made while the MGIB rider is in effect and accumulated at the MGIB Rate. The MGIB Charge Base is tracked separately for Covered, Special and Excluded Funds, based on initial allocation of eligible premium (or contract value), subsequent allocation of eligible premium, withdrawals and transfers. Withdrawals and transfers between Covered, Special and Excluded Funds may reduce the applicable MGIB Charge Base by more than the amount withdrawn or transferred. Please see "Optional Riders-Minimum Guaranteed Income Benefit" for a description of the MGIB Charge Base. Minimum Guaranteed Withdrawal Benefit (MGWB). The annual charge for the MGWB rider is 0.35% (0.0875% quarterly) of the contract value. The charge is deducted from the contract value in the subaccounts on each quarterly contract anniversary date, in arrears. We will deduct charges during the period starting on the rider date and up to your Contract's Automatic Periodic Benefit Status. Automatic Periodic Benefit Status will occur if your contract value is reduced to zero and other conditions are met. Please see "Minimum Guaranteed Withdrawal Benefit - Automatic Periodic Benefit Status" later in this prospectus. If you surrender or annuitize your Contract, we will deduct a pro-rata portion of the charge for the current quarter based on the current quarterly charge rate immediately prior to the surrender or annuitization. Access - 133972 13 Trust and Fund Expenses Each portfolio deducts portfolio management fees and charges from the amounts you have invested in the portfolios. In addition, certain portfolios deduct a service fee, which is used to compensate service providers for administrative and contract holder services provided on behalf of the portfolios, and certain portfolios deduct a distribution or 12b-1 fee, which is used to finance any activity that is primarily intended to result in the sale of shares of the applicable portfolio. In addition to the fees and charges shown in the Fee Table, the Company may, from time to time, receive other compensation from the funds or the funds' affiliates. For example, investment advisers to the funds may make cash payments or provide expense reimbursements to the Company as an incentive for the Company to include the funds among the investment options available under your Contract and to provide certain services to contract owners that relate to the investment options. In particular, we may receive compensation from the investment advisers, administrators or distributors of the portfolios in connection with administrative, distribution, or other services and cost savings experienced by the investment advisers, administrators or distributors. It is anticipated that such compensation will be based on assets of the particular portfolios attributable to the Contract. Some advisers, administrators or distributors may pay us more than others. During 2003, the Company received compensation from certain funds and funds' affiliates. Certain funds are designated as "Master-Feeder" or "LifeStyle Funds". Funds offered in a Master-Feeder structure (such as the American Funds) or fund of funds structure (such as the LifeStyle Funds) may have higher fees and expenses than a fund that invests directly in debt and equity securities. The Fund Expense Table included in "Fees and Expenses" reflects the aggregate annual operating expenses of each portfolio and its corresponding underlying fund or funds. These funds are identified in the Fund Expense Table. See "Fees and Expenses -- Trust and Fund Expenses." - -------------------------------------------------------------------------------- THE ANNUITY CONTRACT - -------------------------------------------------------------------------------- The Contract described in this prospectus is a deferred combination variable and fixed annuity contract. The Contract provides a means for you to invest in one or more of the available mutual fund portfolios of the Trusts and Funds through Separate Account B. It also provides a means for you to invest in a Fixed Interest Allocation through the Fixed Account. See Appendix C and the Fixed Account I prospectus for more information on the Fixed Account. Contract Date and Contract Year The date the Contract became effective is the contract date. Each 12-month period following the contract date is a contract year. Contract Owner You are the contract owner. You have the rights and options described in the Contract. One or more persons may own the Contract. If there are multiple owners named, the age of the oldest owner will determine the applicable death benefit if such death benefit is available for multiple owners. The death benefit becomes payable when you die. In the case of a sole contract owner who dies before the annuity start date, we will pay the beneficiary the death benefit then due. The sole contract owner's estate will be the beneficiary if no beneficiary has been designated or the beneficiary has predeceased the contract owner. In the case of a joint owner of the Contract dying before the annuity start date, we will designate the surviving contract owner as the beneficiary. This will override any previous beneficiary designation. If the contract owner is a trust and a beneficial owner of the trust has been designated, the beneficial owner will be treated as the contract owner for determining Access - 133972 14 the death benefit. If a beneficial owner is changed or added after the contract date, we will treat this as a change of contract owner for determining the death benefit (likely a taxable event). If no beneficial owner of the trust has been designated, the availability of Enhanced Death Benefits will be based on the age of the annuitant at the time you purchase the Contract. Contract Owner Categories. There are three categories of contract owners covered by this prospectus. For ease of reference, they are called May-2002, Yr-2003 and Yr-2004 contract owners. If you are a contract owner, the category of your Contract is indicated on your quarterly statements. If you are unsure which category applies to you, please call our Customer Service Center. The telephone number is (800) 366-0066. The following is a general description of the categories: -------------------------------------------------------------------------- May-2002: Contracts purchased on or after May 1, 2002, which offer four death benefit options, including the Annual Ratchet Enhanced Death Benefit to age 90, offer an earnings multiplier benefit option, and under which the determination of benefits when there are allocations to Special Funds is the same as the Special Funds "floor," but all withdrawals are pro-rata (as available in the state of issue at the time of purchase). -------------------------------------------------------------------------- Yr-2003: Contracts purchased on or after February 4, 2003 which have the same death benefits and living benefits as May-2002 Contracts, but have a different calculation of the Minimum Guaranteed Income Benefit and higher charges for all three living benefit optional riders (as available in the state of issue at the time of purchase). -------------------------------------------------------------------------- Yr-2004: Contracts purchased on or after March 15, 2004 which offer the Quarterly Ratchet Death Benefit, do not offer the 7% Solution Death Benefit, do not offer the Minimum Guaranteed Accumulation Benefit and offer a Minimum Guaranteed Withdrawal Benefit with Reset and Step-Up benefit options (as available in the state of issue at the time of purchase). -------------------------------------------------------------------------- A description of benefits and charges for May-2002 and Yr-2003 contract owners is included in the appendices to this prospectus, to the extent they differ from those described in this prospectus for Yr-2004 contract owners. Please retain this prospectus and the appendix that is applicable to you so you will have it for future reference. Joint Owner. For non-qualified Contracts only, joint owners may be named in a written request before the Contract is in effect. Joint owners may independently exercise transfers and other transactions allowed under the Contract. All other rights of ownership must be exercised by both owners. Joint owners own equal shares of any benefits accruing or payments made to them. All rights of a joint owner end at death of that owner if the other joint owner survives. The entire interest of the deceased joint owner in the Contract will pass to the surviving joint owner and the death benefit will be payable. Joint owners may only select the Standard Death Benefit option. The earnings multiplier benefit rider is not available when there are joint owners. Any addition or deletion of a joint owner is treated as a change of owner which may affect the amount of the death benefit. See "Change of Contract Owner or Beneficiary" below. If you have elected an Enhanced Death Benefit, and you add a joint owner after issue, the Enhanced Death Benefit from the Access - 133972 15 date of change will end. If the older joint owner is attained age 85 or under, the Standard Death Benefit will apply. If the older joint owner is attained age 86 or over on the date of the ownership change, the death benefit will be the cash surrender value. The mortality and expense risk charge going forward will reflect the change in death benefit. If you elected the earnings multiplier benefit rider, it will terminate if you add a joint owner after issue. Note that returning a Contract to single owner status will not restore any Enhanced Death Benefit or the earnings multiplier benefit. Unless otherwise specified, the term "age" when used for joint owners shall mean the age of the oldest owner. Annuity Start Date The annuity start date is the date you start receiving annuity payments under your Contract. The Contract, like all deferred variable annuity contracts, has two phases: the accumulation phase and the income phase. The accumulation phase is the period between the contract date and the annuity start date. The income phase begins when you start receiving regular annuity payments from your Contract on the annuity start date. Annuitant The annuitant is the person designated by you to be the measuring life in determining annuity payments. You are the annuitant unless you name another annuitant in the application. The annuitant's age determines when the income phase must begin and the amount of the annuity payments to be paid. The contract owner will receive the annuity benefits of the Contract if the annuitant is living on the annuity start date. You may not change the annuitant after the Contract is in effect. If the contract owner is an individual, and the annuitant dies before the annuity start date and you have named a contingent annuitant, the contingent annuitant becomes the annuitant. If the annuitant dies before the annuity start date and there is no contingent annuitant, the contract owner will become the annuitant. The contract owner may designate a new annuitant within 60 days of the death of the annuitant. If the annuitant was the sole contract owner and there is no beneficiary designation, the annuitant's estate will be the beneficiary. If the contract owner is not an individual, and the annuitant dies before the annuity start date, we will pay the designated beneficiary the death benefit then due. If a beneficiary has not been designated, or if there is no designated beneficiary living, the contract owner will be the beneficiary. Regardless of whether a death benefit is payable, if the annuitant dies and any contract owner is not an individual, distribution rules under federal tax law will apply. You should consult your tax adviser for more information if you are not an individual. Beneficiary The beneficiary is named by you in a written request. The beneficiary is the person who receives any death benefit proceeds. We pay death benefits to the primary beneficiary (unless there are joint owners, in which case death proceeds are payable to the surviving owner(s)). If the beneficiary dies before the annuitant or the contract owner, we pay the death benefit proceeds to the contingent beneficiary, if any. If there is no surviving beneficiary, we pay the death benefit proceeds to the contract owner's estate. One or more persons may be a beneficiary or contingent beneficiary. In the case of more than one beneficiary, we will assume any death benefit proceeds are to be paid in equal shares to the surviving beneficiaries, unless you indicate otherwise in writing. Change of Contract Owner or Beneficiary. During the annuitant's lifetime, you may transfer ownership of a non-qualified Contract. A change in ownership may affect the amount of the death benefit, the guaranteed minimum death benefit and/or the death benefit option applied to the contract, the amount of the earnings multiplier benefit, if applicable, and the continuation of any other optional rider that you have elected. The new owner's age, as of the date of the change, will be used as the basis for determining the applicable benefits and charges. The new owner's death will determine when a death benefit is payable. Access - 133972 16 If you have elected the Standard Death Benefit option, the minimum guaranteed death benefit will continue if the new owner is age 85 or under on the date of the ownership change. For the Enhanced Death Benefit options, if the new owner is age 79 or under on the date that ownership changes, the minimum guaranteed death benefit will continue. If the new owner is age 80 to 85, the Enhanced Death Benefit will end, and the death benefit will become the Standard Death Benefit. For all death benefit options, 1) if the new owner's attained age is 86 or over on the date of the ownership change, or 2) if the new owner is not an individual (other than a trust for the benefit of the owner or annuitant), the death benefit will be the cash surrender value. The mortality and expense risk charge going forward will reflect the change in death benefit. Please note that once a death benefit has been changed due to a change in owner, a subsequent change to a younger owner will not restore any Enhanced Death Benefits. If you have elected the earnings multiplier benefit rider, and the new owner is under age 76, the rider will continue. The benefit will be adjusted to reflect the attained age of the new owner as the issue age. We will use the Maximum Base and Benefit Base percentages in effect on the original rider date to calculate the benefit. If the new owner is age 76 or over, the rider will terminate. If you have not elected the earnings multiplier benefit rider, the new owner may not add the rider upon the change of ownership. If you have elected another optional rider, the rider will terminate upon a change of ownership. A change of owner likely has tax consequences. See "Federal Tax Considerations" in this prospectus. You have the right to change beneficiaries during the annuitant's lifetime unless you have designated an irrevocable beneficiary. If you have designated an irrevocable beneficiary, you and the irrevocable beneficiary may have to act together to exercise some of the rights and options under the Contract. You may also restrict a beneficiary's right to elect an annuity option or receive a lump sum payment. If so, such rights or options will not be available to the beneficiary. All requests for changes must be in writing and submitted to our Customer Service Center. The change will be effective as of the day we receive the request. The change will not affect any payment made or action taken by us before recording the change. Purchase and Availability of the Contract We will issue a Contract only if both the annuitant and the contract owner are age 90 or younger. The initial premium payment must be $10,000 or more ($1,500 for qualified Contracts). You may make additional payments of $500 or more ($50 for qualified Contracts) at any time after the free look period before you turn age 85. Under certain circumstances, we may waive the minimum premium payment requirement. We may also change the minimum initial or additional premium requirements for certain group or sponsored arrangements. An initial or additional premium payment that would cause the contract value of all annuities that you maintain with us to exceed $1,000,000 requires our prior approval. The Contract may not be available to all ages through all broker dealers. The Contract is designed for people seeking long-term tax-deferred accumulation of assets, generally for retirement or other long-term purposes. The tax-deferred feature is more attractive to people in high federal and state tax brackets. You should not buy this Contract: (i) if you are looking for a short-term investment; (ii) if you cannot risk getting back less money than you put in; or (iii) if your assets are in a plan which provides for tax-deferral and you see no other reason to purchase this Contract. IRAs and other qualified plans already have the tax-deferral feature found in this Contract. For an additional cost, the Contract provides other features and benefits including death benefits and the ability to receive a lifetime income. You should not purchase a qualified Contract unless you want these other features and benefits, taking into account their cost. See "Fees and Expenses" in this prospectus. If you are considering an Enhanced Death Benefit Option and/or the earnings multiplier benefit rider and your contract will be an IRA, see "Taxation of Qualified Contracts -- Individual Retirement Annuities" and "Tax Consequences of Enhanced Death Benefit" in this prospectus. Access - 133972 17 We and our affiliates offer other variable products that may offer some of the same investment portfolios. These products have different benefits and charges, and may or may not better match your needs. If you are interested in learning more about these other products, contact our Customer Service Center or your registered representative. Crediting of Premium Payments We will process your initial premium within 2 business days after receipt, if the application and all information necessary for processing the Contract are complete. We will process subsequent premium payments within 1 business day if we receive all information necessary. In certain states we also accept initial and additional premium payments by wire order. Wire transmittals must be accompanied by sufficient electronically transmitted data. We may retain your initial premium payment for up to 5 business days while attempting to complete an incomplete application. If the application cannot be completed within this period, we will inform you of the reasons for the delay. We will also return the premium payment immediately unless you direct us to hold the premium payment until the application is completed. If you choose to have us hold the premium payment, it will be held in a non-interest bearing account. We will allocate your initial payment according to the instructions you specified. If a subaccount is not available or requested in error, we will make inquiry about a replacement subaccount. If we are unable to reach you or your representative, we will consider the application incomplete. For initial premium payments designated for a subaccount of Separate Account B, we will credit the payment at the accumulation unit value next determined after we receive your premium payment and the completed application. Once the completed application is received, we will allocate the payment to the subaccounts of Separate Account B specified by you within 2 business days. We will ask about any missing information related to subsequent payments. We will allocate the subsequent payment(s) pro-rata according to the current variable subaccount allocation unless you specify otherwise. Any fixed allocation(s) will not be considered in the pro-rata calculations. If a subaccount is no longer available or requested in error, we will allocate the subsequent payment(s) proportionally among the other subaccount(s) in your current allocation or your allocation instructions. For any subsequent premium payments, we will credit the payment designated for a subaccount of Separate Account B at the accumulation unit value next determined after receipt of your premium payment and instructions. Once we allocate your premium payment to the subaccounts selected by you, we convert the premium payment into accumulation units. We divide the amount of the premium payment allocated to a particular subaccount by the value of an accumulation unit for the subaccount to determine the number of accumulation units of the subaccount to be held in Separate Account B with respect to your Contract. The net investment results of each subaccount vary with its investment performance. If your premium payment was transmitted by wire order from your broker/dealer, we will follow one of the following two procedures after we receive and accept the wire order and investment instructions. The procedure we follow depends on state availability and the procedures of your broker/dealer. 1) If either your state or broker/dealer do not permit us to issue a Contract without an application, we reserve the right to rescind the Contract if we do not receive and accept a properly completed application or enrollment form within 5 days of the premium payment. If we do not receive the application or form within 5 days of the premium payment, we will refund the contract value plus any charges we deducted, and the Contract will be voided. Some states require that we return the premium paid. 2) If your state and broker/dealer allow us to issue a Contract without an application, we will issue and mail the Contract to you or your representative, together with a Contract Acknowledgement and Delivery Statement for your execution. Until our Customer Service Center receives the executed Contract Acknowledgement and Delivery Statement, neither you nor the broker/dealer may execute any financial transactions on your Contract unless they are requested in writing by you. We may require additional information before complying with your request (e.g., signature guarantee). Access - 133972 18 In some states, we may require that an initial premium designated for a subaccount of Separate Account B or the Fixed Account be allocated to a subaccount specially designated by the Company (currently, the Liquid Assets subaccount) during the free look period. After the free look period, we will convert your contract value (your initial premium plus any earnings less any expenses) into accumulation units of the subaccounts you previously selected. The accumulation units will be allocated based on the accumulation unit value next computed for each subaccount. Initial premiums designated for Fixed Interest Allocations will be allocated to a Fixed Interest Allocation with the guaranteed interest period you have chosen; however, in the future we may allocate the premiums to the specially designated subaccount during the free look period. We may also refuse to accept certain forms of premium payments or loan repayments, if applicable, (traveler's checks, for example) or restrict the amount of certain forms of premium payments or loan repayments (money orders totaling more than $500, for example). In addition, we may require information as to why a particular form of payment was used (third party checks, for example) and the source of the funds of such payment in order to determine whether or not we will accept it. Use of an unacceptable form of payment may result in us returning your premium payment and not issuing the contract. Administrative Procedures We may accept a request for Contract service in writing, by telephone, or other approved electronic means, subject to our administrative procedures, which vary depending on the type of service requested and may include proper completion of certain forms, providing appropriate identifying information, and/or other administrative requirements. We will process your request at the contract value next determined only after you have met all administrative requirements. Contract Value We determine your contract value on a daily basis beginning on the contract date. Your contract value is the sum of (i) the contract value in the Fixed Interest Allocations, and (ii) the contract value in each subaccount in which you are invested. Contract Value in Fixed Interest Allocations. The contract value in your Fixed Interest Allocation is the sum of premium payments allocated to the Fixed Interest Allocation under the Contract, plus contract value transferred to the Fixed Interest Allocation, plus credited interest, minus any transfers and withdrawals from the Fixed Interest Allocation (including any Market Value Adjustment applied to such withdrawal), contract fees (including, in some cases, fees for optional benefit riders) and premium taxes. Contract Value in the Subaccounts. On the contract date, the contract value in the subaccount in which you are invested is equal to the initial premium paid and designated to be allocated to the subaccount. On the contract date, we allocate your contract value to each subaccount and/or a Fixed Interest Allocation specified by you, unless the Contract is issued in a state that requires the return of premium payments during the free look period, in which case, the portion of your initial premium not allocated to a Fixed Interest Allocation may be allocated to a subaccount specially designated by the Company during the free look period for this purpose (currently, the Liquid Assets subaccount). On each business day after the contract date, we calculate the amount of contract value in each subaccount as follows: 1) We take the contract value in the subaccount at the end of the preceding business day. 2) We multiply (1) by the subaccount's Net Rate of Return since the preceding business day. 3) We add (1) and (2). Access - 133972 19 4) We add to (3) any additional premium payments, and then add or subtract any transfers to or from that subaccount. 5) We subtract from (4) any withdrawals and any related charges, and then subtract any contract fees (including any rider charges) and premium taxes. Cash Surrender Value The cash surrender value is the amount you receive when you surrender the Contract. The cash surrender value will fluctuate daily based on the investment results of the subaccounts in which you are invested and interest credited to Fixed Interest Allocations and any Market Value Adjustment. See Appendix C and the Fixed Account I prospectus for a description of the calculation of the surrender value under any Fixed Interest Allocation. We do not guarantee any minimum cash surrender value. On any date during the accumulation phase, we calculate the cash surrender value as follows: we start with your contract value, adjust for any Market Value Adjustment, and then we deduct any charge for premium taxes, the annual contract administrative fee (unless waived), any optional benefit rider charge, and any other charges incurred but not yet deducted. Surrendering to Receive the Cash Surrender Value You may surrender the Contract at any time while the annuitant is living and before the annuity start date. A surrender is effective on the date we receive your written request and the Contract at our Customer Service Center. After we receive all paperwork required for us to process your surrender, we will determine and pay the cash surrender value at the price next determined. Once paid, all benefits under the Contract will terminate. For administrative purposes, we will transfer your money to a specially designated subaccount (currently the Liquid Assets subaccount) prior to processing the surrender. This transfer will have no effect on your cash surrender value. You may receive the cash surrender value in a single sum payment or apply it under one or more annuity options. We will usually pay the cash surrender value within 7 days. Consult your tax adviser regarding the tax consequences associated with surrendering your Contract. A surrender made before you reach age 59 1/2 may result in a 10% tax penalty. See "Federal Tax Considerations" for more details. Addition, Deletion or Substitution of Subaccounts and Other Changes We may make additional subaccounts available to you under the Contract. These subaccounts will invest in investment portfolios we find suitable for your Contract. We may also withdraw or substitute investment portfolios, subject to the conditions in your Contract and compliance with regulatory requirements. We may amend the Contract to conform to applicable laws or governmental regulations. If we feel that investment in any of the investment portfolios has become inappropriate to the purposes of the Contract, we may, with approval of the SEC (and any other regulatory agency, if required) substitute another portfolio for existing and future investments. If you elected the dollar cost averaging, systematic withdrawals or automatic rebalancing programs, or if you have other outstanding instructions and we substitute or otherwise eliminate a portfolio subject to those instructions, we will execute your instructions using the substituted or proposed replacement portfolio, unless you request otherwise. The substitute or proposed replacement portfolio may have higher fees and charges than any portfolio it replaces. We will provide you with written notice before we make these changes. We reserve the right to: (i) deregister Separate Account B under the 1940 Act; (ii) operate Separate Account B as a management company under the 1940 Act if it is operating as a unit investment trust; (iii) operate Separate Account B as a unit investment trust under the 1940 Act if it is operating as a managed separate account; (iv) restrict or eliminate any voting rights as to Separate Account B; and (v) combine Separate Account B with other accounts. We will provide you with written notice before we make any of these changes. Access - 133972 20 The Fixed Account The Fixed Account is a segregated asset account which contains the assets that support a contract owner's Fixed Interest Allocations. See Appendix C and the Fixed Account I prospectus for more information. Optional Riders Subject to state availability, you may elect one of the two optional benefit riders discussed below. You may add only one of these two riders to your Contract. Each rider has a separate charge. Once elected, the riders generally may not be cancelled. You may not remove the rider and charges will be assessed regardless of the performance of your Contract. Please see "Charges and Fees -- Optional Rider Charges" for information on rider charges. The optional riders may not be available for all investors. You should analyze each rider thoroughly and understand it completely before you select one. The optional riders do not guarantee any return of principal or premium payments and do not guarantee performance of any specific investment portfolio under the contract. You should consult a qualified financial adviser in evaluating the riders. The optional riders may not be approved in all states. Check with our Customer Service Center for availability in your state. The telephone number is (800) 366-0066. Rider Date. The rider date is the date an optional benefit rider becomes effective. The rider date is also the contract date if you purchase the rider when the Contract is issued. No Cancellation. Once you purchase a rider, you may not cancel it unless you cancel the Contract during the Contract's free look period, surrender, annuitize or otherwise terminate the Contract. These events automatically cancel any rider. Once the Contract continues beyond the free look period, you may not cancel the rider. The Company may, at its discretion, cancel and/or replace a rider at your request in order to renew or reset a rider. Termination. The optional riders are "living benefits," which means the guaranteed benefits offered by the riders are intended to be available to you while you are living and while your Contract is in the accumulation phase. The optional riders automatically terminate if you: o annuitize, surrender or otherwise terminate your Contract during the accumulation phase; or o die during the accumulation phase (first owner to die if there are multiple contract owners, or at death of annuitant if contract owner is not a natural person), unless your spouse beneficiary elects to continue the Contract. The optional riders will also terminate if there is a change in contract ownership (other than a spousal beneficiary continuation on your death). Other circumstances which may cause a particular optional rider to terminate automatically are discussed below with each rider. Minimum Guaranteed Income Benefit Rider (MGIB). The MGIB rider is an optional benefit which guarantees a minimum amount of annuity income will be available to you if you annuitize on the MGIB Date, regardless of fluctuating market conditions. The amount of the Minimum Guaranteed Income Benefit will depend on the amount of premiums you pay during the five contract years after you purchase the rider, the amount of contract value you allocate or transfer to Special Funds or Excluded Funds, the MGIB Rate, the adjustment for Special Fund or Excluded Fund transfers, and any withdrawals you take while the rider is in effect. Thus, investing in Special Funds or Excluded Funds may limit the MGIB. Access - 133972 21 The following investment options are designated as Special Funds for purposes of calculating the MGIB: the ING Liquid Assets Portfolio, the ING VP Intermediate Bond Portfolio, the ING PIMCO Core Bond Portfolio, the ProFunds VP Rising Rates Opportunity Portfolio, the Fixed Account, the Fixed Interest Division and the TSA Special Fixed Account. For Contracts issued prior to May 1, 2003, the ING VP Intermediate Bond Portfolio and the ING PIMCO Core Bond Portfolio are not designated as Special Funds. For Contracts issued prior to September 2, 2003, the ProFunds VP Rising Rates Opportunity Portfolio is not designated as a Special Fund. No investment options are currently designated as Excluded Funds. The MGIB Rate is currently 7%. We may, at our discretion, discontinue offering this rate. The MGIB Rate is an annual effective rate. For a discussion of the charges we deduct under the MGIB rider, see "Charges and Fees -- Optional Rider Charges." Ordinarily, the amount of income that will be available to you on the annuity start date is based on your contract value, the annuity option you selected and the guaranteed or the income factors in effect on the date you annuitize. If you purchase the MGIB rider, the amount of income that will be available to you upon annuitization on the MGIB Date is the greatest of: 1) your annuity income based on your contract value adjusted for any Market Value Adjustment (see Appendix C and the Fixed Account I prospectus) on the MGIB Date applied to the guaranteed income factors specified in your Contract for the annuity option you selected; 2) your annuity income based on your contract value adjusted for any Market Value Adjustment (see Appendix C and the Fixed Account I prospectus) on the MGIB Date applied to the then-current income factors in effect for the annuity option you selected; or 3) the MGIB annuity income based on your MGIB Base on the MGIB Date applied to the MGIB income factors specified in your rider for the MGIB annuity option you selected. Prior to applying the MGIB income factors, we will adjust the MGIB Base for any premium tax recovery and Market Value Adjustment (see Appendix C and the Fixed Account I prospectus) that would otherwise apply at annuitization. The guaranteed factors contained in the MGIB rider generally provide lower payout per $1,000 of value applied than the guaranteed factors found in your Contract. The MGIB Benefit Base is only a calculation used to determine the MGIB annuity income. The MGIB Benefit Base does not represent a contract value, nor does it guarantee performance of the subaccounts in which you are invested. It is also not used in determining the amount of your cash surrender value and death benefits. Any reset of contract value under provisions of the Contract or other riders will not increase the MGIB Benefit Base or Maximum MGIB Base. The MGIB Benefit Base is tracked separately for Covered, Special and Excluded Funds, based on initial allocation of eligible premium (or contract value), and subsequently allocated eligible premiums, withdrawals and transfers. Contract value is used as the initial value if the rider is added after the contract date. Prior to your latest annuity start date, you may choose to exercise your right to receive payments under the MGIB rider. Payments under the rider begin on the MGIB Date. We require a 10-year waiting period before you can annuitize the MGIB rider benefit. The MGIB must be exercised in the 30-day period prior to the end of the waiting period or any subsequent contract anniversary. At your request, the Company may in its discretion extend the latest contract annuity start date without extending the MGIB Date. Access - 133972 22 Determining the MGIB Charge Base: The MGIB Charge Base is the greater of the MGIB Rollup Base and the MGIB Ratchet Base. (i) The MGIB Rollup Base is equal to the lesser of the Maximum MGIB Base and the sum of (a), (b) and (c) where: (a) is the MGIB Rollup Base for Covered Funds; (b) is the MGIB Rollup Base for Special Funds; (c) is the MGIB Rollup Base for Excluded Funds; and (ii) The MGIB Ratchet Base is equal to the sum of (a) and (b) where: (a) is the MGIB Ratchet Base for Covered and Special Funds; and (b) is the MGIB Ratchet Base for Excluded Funds. Determining the MGIB Annuity Income. On the MGIB Date, we calculate your MGIB annuity income as follows: 1) We first determine your MGIB Benefit Base: The MGIB Benefit Base is equal to the greater of the MGIB Rollup Benefit Base and the MGIB Ratchet Benefit Base. (i) The MGIB Rollup Benefit Base is equal to the lesser of the Maximum MGIB Base and the sum of (a), (b) and (c) where: (a) is the MGIB Rollup Base for Covered Funds; (b) is the MGIB Rollup Base for Special Funds; (c) is the contract value allocated to Excluded Funds; and (ii) The MGIB Ratchet Benefit Base is equal to the sum of (a) and (b) where: (a) is the MGIB Ratchet Base for Covered and Special Funds; and (b) is the contract value allocated to Excluded Funds. The Maximum MGIB Base is 300% of eligible premiums adjusted pro-rata for withdrawals. The Maximum MGIB Base is not allocated by Fund category. a) Calculation of MGIB Rollup Benefit Base The MGIB Rollup Base allocated to Covered Funds equals the eligible premiums allocated to Covered Funds, adjusted for subsequent withdrawals and transfers taken or made while the MGIB rider is in effect, accumulated at the MGIB Rollup Rate to the earlier of the oldest owner reaching age 80 and the MGIB Rollup Benefit Base reaching the Maximum MGIB Base, and at 0% thereafter. The MGIB Rollup Base allocated to Special Funds equals the eligible premiums allocated to Special Funds, adjusted for subsequent withdrawals and transfers taken or made while the MGIB rider is in effect. There is no accumulation of MGIB Rollup Base allocated to Special Funds. The MGIB Rollup Base allocated to Excluded Funds equals the eligible premiums allocated to Excluded Funds, adjusted for subsequent withdrawals and transfers taken or made while the MGIB rider is in effect, accumulated at the MGIB Rate to the earlier of the oldest owner reaching age 80 and the MGIB Rollup Benefit Base reaching the Maximum MGIB Base, and at 0% thereafter. The MGIB Rollup Base allocated to Excluded Funds is used only for transfer adjustments and rider charges. It is not used to determine benefits. Eligible premiums are those added more than 5 years before the earliest MGIB Benefit Date. Premiums paid after that are excluded from the MGIB Rollup Base. Access - 133972 23 The MGIB Rollup Rate is currently 7%. We may, at our discretion, discontinue offering this rate. The MGIB Rollup Rate is an annual effective rate. Withdrawals reduce the MGIB Rollup Base on a pro-rata basis. The percentage reduction in the MGIB Rollup Base for each Fund category (i.e. Covered, Special or Excluded) equals the percentage reduction in contract value in that Fund category resulting from the withdrawal. For example, the value of the MGIB Rollup Base in Covered Funds after a withdrawal from one or more Covered Funds equals the value of the MGIB Rollup Base in Covered Funds before the withdrawal times the contract value in Covered Funds after the withdrawal divided by the contract value in Covered Funds before the withdrawal. Net transfers from Covered Funds will reduce the MGIB Rollup Base allocated to Covered Funds on a pro-rata basis. The resulting increase in the MGIB Rollup Base allocated to Special or Excluded Funds, as applicable, will equal the reduction in the MGIB Rollup Base allocated to Covered Funds. Net transfers from Special Funds will reduce the MGIB Rollup Base allocated to Special Funds on a pro-rata basis. The resulting increase in the MGIB Rollup Base allocated to Covered or Excluded Funds, as applicable, will equal the reduction in the MGIB Rollup Base allocated to Special Funds. Net transfers from Excluded Funds will reduce the MGIB Rollup Base allocated to Excluded Funds on a pro-rata basis. The resulting increase in the MGIB Rollup Base allocated to Covered or Special Funds, as applicable, will equal the lesser of the net contract value transferred and the change in the MGIB Rollup Base allocated to Excluded Funds. b) Calculation of MGIB Ratchet Benefit Base The MGIB Ratchet Base for Covered Funds and Special Funds equals: o on the rider date, eligible premiums, or the contract value, if applicable, allocated to Covered Funds and Special Funds; o on each "quarterly anniversary date" prior to attainment of age 90, the MGIB Ratchet Base for Covered Funds and Special Funds is set equal to the greater of : 1) the current contract value allocated to Covered Funds and Special Funds (after any deductions occurring on that date); and 2) the MGIB Ratchet Base for Covered Funds and Special Funds from the most recent prior quarterly anniversary date, adjusted for any new eligible premiums and withdrawals attributable to Covered Funds or Special Funds, and transfers. o at other times, the MGIB Ratchet Base for Covered Funds and Special Funds is the MGIB Ratchet Base from the prior quarterly anniversary date, adjusted for subsequent eligible premiums and withdrawals attributable to Covered Funds or Special Funds, and transfers. The MGIB Ratchet Base for Excluded Funds is calculated the same as for Covered Funds and Special Funds, but for premiums, allocations, withdrawals or transfers attributable to Excluded Funds. Effect of Transfers on MGIB Ratchet Base: Net transfers from Covered or Special Funds to Excluded Funds will reduce the MGIB Ratchet Base allocated to Covered and Special Funds on a pro-rata basis. The resulting increase in the MGIB Ratchet Base allocated to Excluded Funds will equal the reduction in the MGIB Ratchet Base allocated to Covered and Special Funds. Access - 133972 24 Net transfers from Excluded Funds to Covered or Special Funds will reduce the MGIB Ratchet Base allocated to Excluded Funds on a pro-rata basis. The resulting increase in the MGIB Ratchet Base allocated to Covered and Special Funds will equal the lesser of the net contract value transferred and the change in the MGIB Ratchet Base allocated to Excluded Funds. A "quarterly anniversary date" is the date three months from the contract date that falls on the same date in the month as the contract date. For example, if the contract date is February 12, the quarterly anniversary date is May 12. If there is no corresponding date in the month, the quarterly anniversary date will be the last date of such month. If the quarterly anniversary date falls on a weekend or holiday, we will use the value as of the subsequent business day. 2) Then we determine the MGIB annuity income by multiplying your MGIB Benefit Base (adjusted for any Market Value Adjustment, surrender charge and premium taxes) by the income factor, and then divide by $1,000. MGIB Income Options The following are the MGIB Income Options available under the MGIB Rider: a) Income for Life (Single Life or Joint with 100% Survivor) and 10-20 year certain; b) Income for a 20-30 year period certain; c) Any other income plan offered by the Company in conjunction with the MGIB rider on the MGIB Benefit Date. You may elect to have payments under MGIB Income Options (a) and (b) increase annually at 1%, 2% or 3%. Once during the life of the Contract, you have the option to elect to apply up to 50% of the MGIB Benefit Base to one of the MGIB Income Options available under the Rider. This option may only be exercised on a contract anniversary at or after the end of the waiting period. The portion of the MGIB Benefit Base so applied will be used to determine the MGIB income, as is otherwise described in the prospectus. The Contract Value will be reduced on a pro-rata basis. Any subsequent exercise of your right to receive payments under the MGIB rider must be for 100% of the remaining value. The amount applied to the partial annuitization will be treated as a withdrawal for purposes of adjusting contract and rider values. Please note that if you elect partial annuitization, income payments received will be taxed as withdrawals. Please consult your tax adviser before making this election, as the taxation of partial annuitization is uncertain. Purchase. To purchase the MGIB rider, you must be age 79 or younger on the rider date and the ten-year waiting period must end at or prior to the latest annuity start date. The MGIB rider must be purchased (i) on the contract date, or (ii) within thirty days after the contract date. For contracts issued more than 30 days before the date this rider first became available in your state, the Company may in its discretion allow purchase of this rider during the 30-day period preceding the first contract anniversary after the date of this prospectus, or the date of state approval, whichever is later. There is a ten-year waiting period before you can annuitize under the MGIB rider. This could reduce the MGIB. The MGIB Date. If you purchased the MGIB rider on the contract date or added the MGIB rider within 30 days following the contract date, the MGIB Date is the contract anniversary on or after the tenth contract anniversary when you decide to exercise your right to annuitize under the MGIB rider. If you added the MGIB rider at any other time, your MGIB Date is the contract anniversary at least 10 years after the rider date when you decide to exercise your right to annuitize under the MGIB rider. No Change of Annuitant. Once you purchase the MGIB rider, the annuitant may not be changed except for the following exception. If an annuitant who is not a contract owner dies prior to annuitization, a new annuitant may be named in accordance with the provisions of your Contract. The MGIB Base is unaffected and continues to accumulate. Access - 133972 25 Notification. On or about 30 days prior to the MGIB Date, we will provide you with notification which will include an estimate of the amount of MGIB annuity benefit available if you choose to exercise it. We will determine the actual amount of the MGIB annuity benefit as of the MGIB Date. The MGIB rider does not restrict or limit your right to annuitize the Contract at any time permitted under the Contract. The MGIB rider does not restrict your right to annuitize the Contract using contract values that may be higher than the MGIB annuity benefit. The benefits associated with the MGIB rider are available only if you annuitize your Contract under the rider and in accordance with the provisions set forth above. Annuitizing using the MGIB may result in a more favorable stream of income payments, and different tax consequences, under your Contract. Because the MGIB rider is based on conservative actuarial factors, the level of lifetime income that it guarantees may be less than the level that might be provided by the application of your Contract value to the Contract's applicable annuity factors. You should consider all of your options at the time you begin the income phase of your Contract. Minimum Guaranteed Withdrawal Benefit Rider (MGWB). The MGWB rider, marketed under the name, ING PrincipalGuard Withdrawal Benefit, is an optional benefit which guarantees that if your contract value is reduced to zero, you will receive periodic payments. The amount of the periodic payments is based on the amount in the MGWB Withdrawal Account. The guarantee provides that, subject to the conditions described below, the amount you will receive in periodic payments is equal to your Eligible Payment Amount adjusted for any prior withdrawals. Your Eligible Payment Amount depends on when you purchase the MGWB rider and equals: 1) if you purchased the MGWB rider on the contract date: your premium payments received during the first two contract years 2) if you purchased the MGWB rider after the contract date: your contract value on the Rider Date, including any premiums received that day, and any subsequent premium payments received during the two-year period commencing on the Rider Date. To maintain the guarantee, withdrawals in any contract year may not exceed 7% of your Eligible Payment Amount adjusted, as defined below. If your contract value is reduced to zero, your periodic payments will be 7% of your Eligible Payment Amount every year. Payments continue until your MGWB Withdrawal Account is reduced to zero. The MGWB Withdrawal Account is equal to the Eligible Payment Amount adjusted for any withdrawals and transfers between Covered and Excluded Funds. The MGWB Withdrawal Account is tracked separately for Covered and Excluded Funds. The MGWB Withdrawal Account equals the sum of (a) the MGWB Withdrawal Account allocated to Covered Funds, and (b) the lesser of (i) the MGWB Withdrawal Account allocated to Excluded Funds and (ii) the contract value in Excluded Funds. Thus, investing in the Excluded Funds may limit the MGWB Withdrawal Account. No investment options are currently designated as Excluded Funds for the Minimum Guaranteed Withdrawal Benefit. The Maximum Annual Withdrawal Amount (or "MAW") is equal to 7% of the Eligible Payment Amount. Withdrawals from Covered Funds of up to the MAW will reduce the value of your MGWB Withdrawal Account by the dollar amount of the withdrawal. Any withdrawals from Covered Funds greater than the MAW will cause a reduction in the MGWB Withdrawal Account allocated to Covered Funds by the proportion that the excess withdrawal bears to the remaining contract value in Covered Funds after the withdrawal of the MAW. All withdrawals from Excluded Funds will reduce the value of the MGWB Withdrawal Account allocated to Excluded Funds on a pro-rata basis. If a single withdrawal involves both Covered and Excluded Funds and exceeds 7%, the withdrawal will be treated as taken first from Covered Funds. Access - 133972 26 Any withdrawals greater than the MAW will also cause a reduction in the Eligible Payment Amount by the proportion that the excess portion of the withdrawal bears to the contract value remaining after withdrawal of the MAW at the time of the withdrawal. Once your contract value is zero, any periodic payments paid under the MGWB rider also reduce the MGWB Withdrawal Account by the dollar amount of the payments. If a withdrawal reduces the MGWB Withdrawal Account to zero, the MGWB rider terminates and no further benefits are payable under the rider. Net transfers from Covered Funds to Excluded Funds will reduce the MGWB Withdrawal Account allocated to Covered Funds on a pro-rata basis. The resulting increase in the MGWB Withdrawal Account allocated to Excluded Funds equals the reduction in the MGWB Withdrawal Account for Covered Funds. Net transfers from Excluded Funds to Covered Funds will reduce the MGWB Withdrawal Account allocated to Excluded Funds on a pro-rata basis. The resulting increase in the MGWB Withdrawal Account allocated to Covered Funds will equal the lesser of the reduction in the MGWB Withdrawal Account for Excluded Funds and the net contract value transferred. You should not make any withdrawals if you wish to retain the option to elect the Step-Up Benefit (see below). The MGWB Withdrawal Account is only a calculation which represents the remaining amount available for periodic payments. It does not represent a contract value, nor does it guarantee performance of the subaccounts in which you are invested. It will not affect your annuitization, surrender and death benefits. Guaranteed Withdrawal Status. You may continue to make withdrawals in any amount permitted under your Contract so long as your contract value is greater than zero. See "Withdrawals." However, making any withdrawals in any year greater than the MAW will reduce the Eligible Payment Amount and payments under the MGWB rider by the proportion that the withdrawal bears to the contract value at the time of the withdrawal. The MGWB rider will remain in force and you may continue to make withdrawals each year so long as: 1) your contract value is greater than zero; 2) your MGWB Withdrawal Account is greater than zero; 3) you have not reached your latest allowable annuity start date; 4) you have not elected to annuitize your Contract; and 5) you have not died (unless your spouse has elected to continue the Contract), changed the ownership of the Contract or surrendered the Contract. The standard Contract provision limiting withdrawals to no more than 90% of the cash surrender value is not applicable under the MGWB rider. Automatic Periodic Benefit Status. Under the MGWB rider, in the event your contract value is reduced to zero, your Contract is given Automatic Periodic Benefit Status, if: 1) your MGWB Withdrawal Account is greater than zero; 2) you have not reached your latest allowable annuity start date; 3) you have not elected to annuitize your Contract; and 4) you have not died, changed the ownership of the Contract or surrendered the Contract. Once your Contract is given Automatic Periodic Benefit Status, we will pay you the annual MGWB periodic payments, beginning on the next contract anniversary until the earliest of (i) your Contract's latest annuity start date, (ii) the death of the owner; or (iii) your MGWB Withdrawal Account is exhausted. These payments are equal to the lesser of the remaining MGWB Withdrawal Account or the MAW. Access - 133972 27 We will reduce the MGWB Withdrawal Account by the amount of each payment. Once your Contract is given Automatic Periodic Benefit Status, we will not accept any additional premium payments in your Contract, and the Contract will not provide any benefits except those provided by the MGWB rider. Any other rider terminates. Your Contract will remain in Automatic Periodic Benefit Status until the earliest of (i) payment of all MGWB periodic payments, (ii) payment of the Commuted Value (defined below) or (iii) the owner's death. On the Contract's latest annuity start date, in lieu of making the remaining MGWB periodic payments, we will pay you the Commuted Value of your MGWB periodic payments remaining. We may, at our option, extend your annuity start date in order to continue the MGWB periodic payments. The Commuted Value is the present value of any then-remaining MGWB periodic payments at the current interest rate plus 0.50%. The current interest rate will be determined by the average of the Ask Yields for U.S. Treasury STRIPS as quoted by a national quoting service for period(s) applicable to the remaining payments. Once we pay you the last MGWB periodic payment or the Commuted Value, your Contract and the MGWB rider terminate. Reset Option. Beginning on the fifth contract anniversary following the Rider Date, if the contract value is greater than the MGWB Withdrawal Account, you may choose to reset the MGWB Rider. The effect will be to terminate the existing MGWB Rider and add a new MGWB Rider ("New Rider"). The MGWB Withdrawal Account under the New Rider will equal the contract value on the date the New Rider is effective. The charge for the MGWB under the New Rider and any right to reset again will be based on the terms of the New Rider when it is issued. We reserve the right to limit the reset election to contract anniversaries only. If you elect the Reset Option, the Step-Up benefit is not available. Step-Up Benefit. If the Rider Date is the same as the Contract Date, beginning on the fifth contract anniversary following the Rider Date, if you have not made any previous withdrawals, you may elect to increase the MGWB Withdrawal Account, the adjusted Eligible Payment Amount and the MAW by a factor of 20%. This option is available whether or not the contract value is greater than the MGWB Withdrawal Account. If you elect the Step-Up Benefit: 1) we reserve the right to increase the charge for the MGWB Rider up to a maximum annual charge of 1.00% of contract value; 2) you must wait at least five years from the Step-Up date to elect the Reset Option. The Step-Up Benefit may be elected only one time under the MGWB Rider. We reserve the right to limit the election of the Step-Up Benefit to contract anniversaries only. Please note that if you have a third party investment advisor who charges a separate advisory fee, and you have chosen to use withdrawals from your Contract to pay this fee, these will be treated as any other withdrawals, and the Step-Up Benefit will not be available. Death of Owner Before Automatic Periodic Benefit Status. The MGWB rider terminates on the first owner's date of death (death of annuitant, if there is a non-natural owner), but the death benefit is payable. However, if the beneficiary is the owner's spouse, the spouse elects to continue the Contract, and the contract value steps up to the minimum guaranteed death benefit, the MGWB Withdrawal Account and MAW are also reset. The MGWB charge will continue at the existing rate. Reset upon spousal continuation does not affect any then existing Reset Option. During Automatic Periodic Benefit Status. The death benefit payable during Automatic Periodic Benefit Status is your MGWB Withdrawal Account which equals the sum of the remaining MGWB periodic payments. Purchase. To purchase the MGWB rider, you must be age 80 or younger on the Rider Date. The MGWB rider must be purchased (i) on the contract date, or (ii) within 30 days after the contract date. If the rider is not yet available in your state, the Company may in its discretion allow purchase of this rider during the 30-day period preceding the first contract anniversary after the date of this prospectus, or the date of state approval, whichever is later. Access - 133972 28 For a discussion of the charges we deduct under the MGWB rider, see "Charges and Fees -- Optional Rider Charges." Each payment you receive under the MGWB rider will be taxed as a withdrawal and may be subject to a penalty tax. See "Withdrawals" and "Federal Tax Considerations" for more information. Other Contracts We offer other variable annuity contracts that also invest in the same portfolios of the Trusts or Funds. These contracts have different charges that could affect their performance, and may offer different benefits more suitable to your needs. To obtain more information about these other contracts, contact our Customer Service Center or your registered representative. - -------------------------------------------------------------------------------- WITHDRAWALS - -------------------------------------------------------------------------------- Except under certain qualified contracts, you may withdraw all or part of your money any time during the accumulation phase and before the death of the contract owner. If you request a withdrawal for more than 90% of the cash surrender value, and the remaining cash surrender value after the withdrawal is less than $2,500, we will treat it as a request to surrender the Contract. You need to submit to us a written request specifying the Fixed Interest Allocations or subaccounts from which to withdraw amounts, otherwise we will make the withdrawal on a pro-rata basis from all of the subaccounts in which you are invested. If there is not enough contract value in the subaccounts, we will deduct the balance of the withdrawal from your Fixed Interest Allocations starting with the guaranteed interest periods nearest their maturity dates until we have honored your request. We will apply a Market Value Adjustment to any withdrawal from your Fixed Interest Allocation taken more than 30 days before its maturity date. Definitive guidance on the proper federal tax treatment of the Market Value Adjustment has not been issued. You may want to discuss the potential tax consequences of a Market Value Adjustment with your tax adviser. We will determine the contract value as of the close of business on the day we receive your withdrawal request at our Customer Service Center. The contract value may be more or less than the premium payments made. If the aggregate percentage cap on allocations to the Restricted Funds has been exceeded, any subsequent withdrawals must be taken so that the percentage of contract value in the Restricted Funds following the withdrawal would not be greater than the percentage of contract value in the Restricted Funds prior to the withdrawal. If a requested withdrawal would cause the percentage cap to be exceeded, the amount of the withdrawal in excess of the cap would be taken pro-rata from all variable subaccounts. For administrative purposes, we will transfer your money to a specially designated subaccount (currently, the Liquid Assets subaccount) prior to processing the withdrawal. This transfer will not affect the withdrawal amount you receive. Please be aware that the benefit we pay under certain optional benefit riders will be reduced by any withdrawals you take while the optional benefit rider is in effect. See "Optional Riders." We offer the following three withdrawal options: Regular Withdrawals After the free look period, you may make regular withdrawals. Each withdrawal must be a minimum of $100. We will apply a Market Value Adjustment to any regular withdrawal you take from a Fixed Interest Allocation more than 30 days before its maturity date. See Appendix C and the Fixed Account I prospectus for more information on the application of the Market Value Adjustment. Access - 133972 29 Systematic Withdrawals You may choose to receive automatic systematic withdrawal payments (i) from the contract value in the subaccounts in which you are invested, or (ii) from the interest earned in your Fixed Interest Allocations. You may not elect the systematic withdrawal option if you are taking IRA withdrawals. Systematic withdrawals may be taken monthly, quarterly or annually. If you have contract value allocated to one or more Restricted Funds, and you elect to receive systematic withdrawals from the subaccounts in which you are invested, the systematic withdrawals must be taken pro-rata from all subaccounts in which contract value is invested. If you do not have contract value allocated to a Restricted Fund and choose systematic withdrawals on a non pro-rata basis, we will monitor the withdrawals annually. If you subsequently allocate contract value to one or more Restricted Funds, we will require you to take your systematic withdrawals on a pro-rata basis from all subaccounts in which contract value is invested. You decide when you would like systematic payments to start as long as it is at least 28 days after your contract date. You also select the date on which the systematic withdrawals will be made, but this date cannot be later than the 28th day of the month. If you have elected to receive systematic withdrawals but have not chosen a date, we will make the withdrawals on the same calendar day of each month as your contract date. If your contract date is after the 28th day of the month, your systematic withdrawal will be made on the 28th day of each month. Each systematic withdrawal amount must be a minimum of $100. The amount of your systematic withdrawal can either be (i) a fixed dollar amount or (ii) an amount based on a percentage of your contract value. Both forms of systematic withdrawals are subject to the following maximum, which is calculated on each withdrawal date: ------------------------------------------------- Maximum Percentage Frequency of Contract Value ------------------------------------------------- Monthly 1.25% Quarterly 3.75% Annually 15.00% ------------------------------------------------- If your systematic withdrawal is a fixed dollar amount and the amount to be withdrawn would exceed the applicable maximum percentage of your contract value on any withdrawal date, we will automatically reduce the amount withdrawn so that it equals such percentage. Thus, your fixed dollar systematic withdrawals will never exceed the maximum percentage. If you want fixed dollar systematic withdrawals to exceed the maximum percentage, consider the Fixed Dollar Systematic Withdrawal Feature discussed below which you may add to your regular fixed dollar systematic withdrawal program. If your systematic withdrawal is based on a percentage of your contract value and the amount to be withdrawn based on that percentage would be less than $100, we will automatically increase the amount to $100 as long as it does not exceed the maximum percentage. If the systematic withdrawal would exceed the maximum percentage, we will send the amount, and then automatically cancel your systematic withdrawal option. We limit systematic withdrawals from Fixed Interest Allocations to interest earnings during the prior month, quarter, or year, depending on the frequency you chose. Systematic withdrawals are not subject to a Market Value Adjustment, unless you have added the Fixed Dollar Systematic Withdrawal Feature discussed below and the payments exceed interest earnings. Systematic withdrawals from Fixed Interest Allocations under the Fixed Dollar Systematic Withdrawal Feature are available only in connection with Section 72(q) and 72(t) distributions. A Fixed Interest Allocation may not participate in both the systematic withdrawal option and the dollar cost averaging program at the same time. You may change the amount or percentage of your systematic withdrawal once each contract year or cancel this option at any time by sending satisfactory notice to our Customer Service Center at least 7 Access - 133972 30 days before the next scheduled withdrawal date. If you submit a subsequent premium payment after you have applied for systematic withdrawals, we will not adjust future withdrawals under the systematic withdrawal program unless you specifically request that we do so. The systematic withdrawal option may commence in a contract year where a regular withdrawal has been taken but you may not change the amount or percentage of your withdrawals in any contract year during which you have previously taken a regular withdrawal. Subject to availability, a spousal or non-spousal beneficiary may elect to receive death benefits as payments over the beneficiary's lifetime ("stretch"). Stretch payments will be subject to the same limitations as systematic withdrawals, and non-qualified stretch payments will be reported on the same basis as other systematic withdrawals. Fixed Dollar Systematic Withdrawal Feature. You may add the Fixed Dollar Systematic Withdrawal Feature to your regular fixed dollar systematic withdrawal program. This feature allows you to receive a systematic withdrawal in a fixed dollar amount regardless of any Market Value Adjustments. Systematic withdrawals from Fixed Interest Allocations under the Fixed Dollar Systematic Withdrawal Feature are available only in connection with Section 72(q) and 72(t) distributions. You choose the amount of the fixed systematic withdrawals, which may total up to a maximum of 15% of your contract value as determined on the day we receive your election of this feature. We will not recalculate the maximum limit when you make additional premium payments, unless you instruct us to do so. We will assess a Market Value Adjustment on the withdrawal date if the withdrawal from a Fixed Interest Allocation exceeds your interest earnings on the withdrawal date. We will apply any Market Value Adjustment directly to your contract value (rather than to the withdrawal) so that the amount of each systematic withdrawal remains fixed. Flat dollar systematic withdrawals which are intended to satisfy the requirements of Section 72(q) or 72(t) of the Internal Revenue Code (the "Code") may exceed the maximum. Such withdrawals are subject to Market Value Adjustments when they exceed the applicable maximum percentage. IRA Withdrawals If you have a non-Roth IRA Contract and will be at least age 70 1/2 during the current calendar year, you may elect to have distributions made to you to satisfy requirements imposed by federal tax law. IRA withdrawals provide payout of amounts required to be distributed by the Internal Revenue Service ("IRS") rules governing mandatory distributions under qualified plans. We will send you a notice before your distributions commence. You may elect to take IRA withdrawals at that time, or at a later date. You may not elect IRA withdrawals and participate in systematic withdrawals at the same time. If you do not elect to take IRA withdrawals, and distributions are required by federal tax law, distributions adequate to satisfy the requirements imposed by federal tax law may be made. Thus, if you are participating in systematic withdrawals, distributions under that option must be adequate to satisfy the mandatory distribution rules imposed by federal tax law. You may choose to receive IRA withdrawals on a monthly, quarterly or annual basis. You may elect payments to start as early as 28 days after the contract date. You select the day of the month when the withdrawals will be made, but it cannot be later than the 28th day of the month. If no date is selected, we will make the withdrawals on the same calendar day of the month as the contract date. If your contract date is after the 28th day of the month, your IRA withdrawal will be made on the 28th day of each month. You may request us to calculate the amount you are required to withdraw from your Contract each year based on the information you give us and various choices you make. For information regarding the calculation and choices you have, see the SAI. Or, we will accept your written instructions regarding the calculated amount required to be withdrawn from your Contract each year. The minimum dollar amount you can withdraw is $100. When we determine the required IRA withdrawal amount for a taxable year based on the frequency you select, if that amount is less than $100, we will pay $100. At any time where the IRA withdrawal amount is greater than the contract value, we will cancel the Contract and send you the amount of the cash surrender value. Access - 133972 31 You may change the payment frequency of your IRA withdrawals once each contract year or cancel this option at any time by sending satisfactory notice to our Customer Service Center at least 7 days before the next scheduled withdrawal date. An IRA withdrawal from a Fixed Interest Allocation in excess of the amount allowed under systematic withdrawals will be subject to a Market Value Adjustment. Consult your tax adviser regarding the tax consequences associated with taking withdrawals. You are responsible for determining that withdrawals comply with applicable law. A withdrawal made before the taxpayer reaches age 59 1/2 may result in a 10% penalty tax. See "Federal Tax Considerations" for more details. - -------------------------------------------------------------------------------- TRANSFERS AMONG YOUR INVESTMENTS - -------------------------------------------------------------------------------- Between the end of the free look period and the annuity start date, you may transfer your contract value among the subaccounts in which you are invested and your Fixed Interest Allocations. We currently do not charge you for transfers made during a contract year, but reserve the right to charge for each transfer after the twelfth transfer in a contract year. We also reserve the right to limit the number of transfers you may make and may otherwise modify or terminate transfer privileges if required by our business judgment or in accordance with applicable law. We will apply a Market Value Adjustment to transfers from a Fixed Interest Allocation taken more than 30 days before its maturity date, unless the transfer is made under the dollar cost averaging program. Keep in mind that transfers between Covered Funds, Special Funds and Excluded Funds may negatively impact your death benefit or rider benefits. If you allocate contract value to an investment option that has been designated as a Restricted Fund, your ability to transfer contract value to the Restricted Fund may be limited. A transfer to the Restricted Funds will not be permitted to the extent that it would increase the contract value in the Restricted Fund to more than the applicable limits following the transfer. We do not limit transfers from Restricted Funds. If the result of multiple reallocations is to lower the percentage of total contract value in the Restricted Fund, the reallocation will be permitted even if the percentage of contract value in the Restricted Fund is greater than the limit. Please be aware that the benefit we pay under an optional benefit rider may be affected by certain transfers you make while the rider is in effect. Transfers, including those involving Special Funds, may also affect your optional rider base. See "The Annuity Contract -- Optional Riders." The minimum amount that you may transfer is $100 or, if less, your entire contract value held in a subaccount or a Fixed Interest Allocation. To make a transfer, you must notify our Customer Service Center and all other administrative requirements must be met. We will determine transfer values at the end of the business day on which we receive the transfer request at our Customer Service Center. If we receive your transfer request after 4 p.m. eastern time or the close of regular trading of the New York Stock Exchange, we will make the transfer on the next business day. Separate Account B and the Company will not be liable for following instructions communicated by telephone or other approved electronic means that we reasonably believe to be genuine. We may require personal identifying information to process a request for transfer made over the telephone, over the internet or other approved electronic means. Limits Imposed by Underlying Funds. Orders for the purchase of fund shares may be subject to acceptance or rejection by the underlying fund. We reserve the right to reject, without prior notice, any allocation of a premium payment to a subaccount if the subaccount's investment in its corresponding fund is not accepted by the fund for any reason. Limits on Frequent or Disruptive Transfers. The Contract is not designed to serve as a vehicle for frequent trading. Frequent trading can disrupt management of a fund and raise its expenses through: 1) increased trading and transaction costs; 2) forced and unplanned portfolio turnover; 3) lost opportunity costs; and 4) large asset swings that decrease the fund's ability to provide maximum investment return to all contract owners. This in turn can have an adverse effect on fund performance. Accordingly, individuals or organizations that use market-timing investment strategies and make frequent transfers should not purchase the Contract. We monitor transfer activity. With regard to frequent transfers, in the event that an individual's or organization's transfer activity: 1. exceeds our then-current monitoring standard for frequent trading; 2. is identified as problematic by an underlying fund even if the activity does not exceed our monitoring standard for frequent trading; or 3. if we determine in our sole discretion that such transfer activity may not be in the best interests of other contract owners, we will take the following actions to deter such activity. Upon the first violation, we will send a one time warning letter. A second violation will result in the suspension of trading privileges via facsimile, telephone, email and internet, and limit trading privileges to submission by regular U.S. mail for a period of six months. At the end of that period, trading privileges will be reinstated. If there is another violation after such rights are reinstated, we will suspend such privileges permanently. We will notify you in writing if we take any of these actions. With regard to transfers initiated by a market-timing organization or individual or other party authorized to give transfer instructions on behalf of multiple contract owners, we will also take the following actions, without prior notice: (1) not accepting transfer instructions from an agent acting on behalf of more than one contract owner; and (2) not accepting preauthorized transfer forms from market timers or other entities acting on behalf of more than one contract owner at a time. Our current definition of frequent trading is more than one purchase and sale of the same underlying fund within a 30-day period. We do not count transfers associated with scheduled dollar cost averaging or automatic rebalancing programs, transfers involving funds that affirmatively permit short-term trading in their fund shares, such as the ProFund portfolios, movement between such funds and the Liquid Assets Portfolio, and transfers involving certain de minimis amounts when determining whether trading activity is excessive. We reserve the right to modify our general standard, or the standard as it may apply to a particular fund, at any time without prior notice, depending on, among other factors, the needs of the underlying fund(s), the best interests of contract owners and fund investors and/or state or federal regulatory requirements. If we modify such standard, it will be applied uniformly to all contract owners or, as applicable, to all contract owners investing in the underlying fund. In addition, if, due to the excessive dollar amounts of trades, even though not within our then current definition of frequent trading, an individual's or organization's transfer activity is determined, in our sole discretion, to be disruptive, we will take the same actions as are described above to limit frequent transfers. The Company does not allow waivers to the above policy. Our excessive trading policy may not be completely successful in preventing market timing or excessive trading activity. We currently require that orders received via facsimile to effect transactions in subaccounts that invest in ProFund portfolios be received at our Customer Service Center no later than 3 p.m. eastern time. Dollar Cost Averaging You may elect to participate in our dollar cost averaging program if you have at least $1,200 of contract value in (i) the Liquid Assets subaccount, or (ii) a Fixed Interest Allocation with either a 6-month or a 1-year guaranteed interest period. These subaccounts or Fixed Interest Allocations serve as the source accounts from which we will, on a monthly basis, automatically transfer a set dollar amount of money to other subaccounts selected by you. We also may offer DCA Fixed Interest Allocations, which are 6-month and 1-year Fixed Interest Allocations available exclusively for use with the dollar cost averaging Access - 133972 33 program. The DCA Fixed Interest Allocations require a minimum premium payment of $1,200 directed into a DCA Fixed Interest Allocation. A Fixed Interest Allocation or DCA Fixed Interest Allocation may not participate in the dollar cost averaging program and in systematic withdrawals at the same time. The dollar cost averaging program is designed to lessen the impact of market fluctuation on your investment. Since we transfer the same dollar amount to other subaccounts each month, more units of a subaccount are purchased if the value of its unit is low and fewer units are purchased if the value of its unit is high. Therefore, a lower than average value per unit may be achieved over the long term. However, we cannot guarantee this. When you elect the dollar cost averaging program, you are continuously investing in securities regardless of fluctuating price levels. You should consider your tolerance for investing through periods of fluctuating price levels. Unless you have a DCA Fixed Interest Allocation, you elect the dollar amount you want transferred under this program. Each monthly transfer must be at least $100. If your source account is the Liquid Assets subaccount or a 1-year Fixed Interest Allocation, the maximum amount that can be transferred each month is your contract value in such source account divided by 12. If your source account is a 6-month Fixed Interest Allocation, the maximum amount that can be transferred each month is your contract value in such source account divided by 6. You may change the transfer amount once each contract year. If you have a DCA Fixed Interest Allocation, there is no minimum or maximum transfer amount. We will transfer all your money allocated to that source account into the subaccount(s) in equal payments over the selected 6-month or 1-year period. The last payment will include earnings accrued over the course of the selected period. If you make an additional premium payment into a Fixed Interest Allocation subject to dollar cost averaging, the amount of your transfers under the dollar cost averaging program remains the same, unless you instruct us to increase the transfer amount. Transfers from a Fixed Interest Allocation or a DCA Fixed Interest Allocation under the dollar cost averaging program are not subject to a Market Value Adjustment. However, if you terminate the dollar cost averaging program for a DCA Fixed Interest Allocation and there is money remaining in the DCA Fixed Interest Allocation, we will transfer the remaining money to the Liquid Assets subaccount. Such transfer will trigger a Market Value Adjustment if the transfer is made more than 30 days before the maturity date of the DCA Fixed Interest Allocation. If you do not specify to which subaccounts you want to transfer the dollar amount of the source account, we will transfer the money to the subaccounts in which you are invested on a proportional basis. The transfer date is the same day each month as your contract date. If, on any transfer date, your contract value in a source account is equal or less than the amount you have elected to have transferred, the entire amount will be transferred and the program will end. You may terminate the dollar cost averaging program at any time by sending satisfactory notice to our Customer Service Center at least 7 days before the next transfer date. You are permitted to transfer contract value to a Restricted Fund, subject to the limitations described above in this section and in "Appendix B -- The Investment Portfolios." Compliance with the individual and aggregate Restricted Fund limits will be reviewed when the dollar cost averaging program is established. Transfers under the dollar cost averaging program must be within those limits. We will not review again your dollar cost averaging election for compliance with the individual and aggregate limits for investment in the Restricted Funds except in the case of the transactions described below. o Amount added to source account: If you add amounts to the source account which would increase the amount to be transferred under the dollar cost averaging program, we will review the amounts to be transferred to ensure that the individual and aggregate limits are not being exceeded. If such limits would be exceeded, we will require that the dollar cost averaging transfer amounts be changed to ensure that the transfers are within the limits based on the then-current allocation of contract value to the Restricted Fund(s) and the then-current value of the amount designated to be transferred to that Restricted Fund(s). o Additional premium paid: Up to the individual Restricted Fund percentage limit may be allocated to a Restricted Fund. If you request more than the individual limit be allocated to a Restricted Fund, we will look at the aggregate limit, subtract the current allocation to Restricted Funds, and subtract the current value of amounts to be transferred under the dollar cost averaging program to Restricted Funds. The excess, if any, is the maximum that may be allocated pro-rata to the Restricted Funds. Access - 133972 34 o Reallocation request is made while the dollar cost averaging program is active: If the reallocation would increase the amount allocated to Restricted Funds, the maximum that may be so allocated is the individual Restricted Fund percentage limit, less the current allocation to Restricted Funds and less the current value of any remaining amounts to be transferred under the dollar cost averaging program to the Restricted Funds. We may offer additional subaccounts or withdraw any subaccount or Fixed Interest Allocation to or from the dollar cost averaging program, stop offering DCA Fixed Interest Allocations or otherwise modify, suspend or terminate this program. Such change will not affect any dollar cost averaging programs in operation at the time. Automatic Rebalancing If you have at least $10,000 of contract value invested in the subaccounts of Separate Account B, you may elect to have your investments in the subaccounts automatically rebalanced. Automatic rebalancing is not available if you participate in dollar cost averaging. Automatic rebalancing will not take place during the free look period. Transfers made pursuant to automatic rebalancing do not count toward the 12-transfer limit on free transfers. You are permitted to reallocate between Restricted and non-Restricted Funds, subject to the limitations described above, in this section and in appendix B -- The Investment Portfolios. If the reallocation would increase the amount allocated to the Restricted Funds, the maximum that may be so allocated is the individual Restricted Fund percentage limit, less the current allocation to all Restricted Funds. We will transfer funds under your Contract on a quarterly, semi-annual, or annual calendar basis among the subaccounts to maintain the investment blend of your selected subaccounts. The minimum size of any allocation must be in full percentage points. Rebalancing does not affect any amounts that you have allocated to the Fixed Account. The program may be used in conjunction with the systematic withdrawal option only if withdrawals are taken pro-rata. To participate in automatic rebalancing, send satisfactory notice to our Customer Service Center. We will begin the program on the last business day of the period in which we receive the notice. You may cancel the program at any time. The program will automatically terminate if you choose to reallocate your contract value among the subaccounts or if you make an additional premium payment or partial withdrawal on other than a pro-rata basis. Additional premium payments and partial withdrawals made on a pro-rata basis will not cause the automatic rebalancing program to terminate. - -------------------------------------------------------------------------------- DEATH BENEFIT CHOICES - -------------------------------------------------------------------------------- Death Benefit During the Accumulation Phase During the accumulation phase, a death benefit (and earnings multiplier benefit, if elected) is payable when either the contract owner, or the first of joint owners or the annuitant (when a contract owner is not an individual) dies. Assuming you are the contract owner, your beneficiary will receive a death benefit unless the beneficiary is your surviving spouse and elects to continue the Contract. We calculate the death benefit value as of the close of the business day on which we receive written notice and due proof of death, as well as any required paperwork, at our Customer Service Center ("claim date"). If your beneficiary wants to receive the death benefit on a date later than this, it may affect the amount of the benefit payable in the future. The proceeds may be received in a single sum, applied to any of the annuity options, or, if available, paid over the beneficiary's lifetime. (See "Systematic Withdrawals" Access - 133972 35 above). A beneficiary's right to elect an annuity option or receive a lump-sum payment may have been restricted by the contract owner. If so, such rights or options will not be available to the beneficiary. If we do not receive a request to apply the death benefit proceeds to an annuity option, we will make a single sum distribution. Unless you elect otherwise, the distribution will be made into an interest bearing account, backed by our general account that is accessed by the beneficiary through a checkbook feature. The beneficiary may access death benefit proceeds at any time without penalty. We will generally distribute death benefit proceeds within 7 days after our Customer Service Center has received sufficient information to make the payment. For information on required distributions under federal income tax laws, you should see "Required Distributions upon Contract Owner's Death." Interest earned on this account may be less than interest paid on other settlement options. The following describes the death benefit options for contract owners in the Yr-2004 category. For a description of the death benefits applicable under your Contract if you are in a different category, please see the applicable appendix. Please retain this prospectus and the appendix that is applicable to you so you will have it for future reference. If you are unsure of which category applies to you, please call our Customer Service Center. You may choose one of the following Death Benefits: (i) the Standard Death Benefit, (ii) the Quarterly Ratchet Enhanced Death Benefit or (iii) the Max 7 Enhanced Death Benefit. The Quarterly Ratchet Enhanced Death Benefit and the Max 7 Enhanced Death Benefit are available only if the contract owner or the annuitant (if the contract owner is not an individual) is not more than 79 years old at the time of purchase. The Enhanced Death Benefits are available only at the time you purchase your Contract. The Enhanced Death Benefits are not available where a Contract is owned by joint owners. If you do not choose a death benefit, your death benefit will be the Standard Death Benefit. Once you choose a death benefit, you cannot change it. We may stop or suspend offering any of the Enhanced Death Benefit options to new Contracts. A change in ownership of the Contract may affect the amount of the death benefit and the Enhanced Death Benefit. The MGWB rider may also affect the death benefit. The death benefit may be subject to certain mandatory distribution rules required by federal tax law. We use the Base Death Benefit to help determine the minimum death benefit payable under each of the death benefit options described below. You do not elect the Base Death Benefit. The Base Death Benefit is equal to the greater of: 1) the contract value; or 2) the cash surrender value. The Standard Death Benefit equals the greater of: 1) the Base Death Benefit; and 2) the Standard Minimum Guaranteed Death Benefit ("Standard MGDB") for amounts allocated to Covered Funds plus the contract value allocated to Excluded Funds. The Standard MGDB allocated to Covered Funds equals premiums allocated to Covered Funds less pro-rata adjustments for any withdrawals and transfers. The Standard MGDB allocated to Excluded Funds equals premiums allocated to Excluded Funds less pro-rata adjustments for any withdrawals and transfers. This calculation is not used for benefit purposes, but only to determine the impact of transfers to and from Excluded Funds. Withdrawals reduce the Standard MGDB on a pro-rata basis. The percentage reduction in the Standard MGDB for each Fund category (i.e. Covered or Excluded) equals the percentage reduction in contract value in that Fund category resulting from the withdrawal. The pro-rata adjustment is based on the change in contract value resulting from the withdrawal, not the amount requested. Access - 133972 36 Transfers among Fund categories do not reduce the overall Standard MGDB. o Net transfers from Covered Funds to Excluded Funds will reduce the Standard MGDB in the Covered Funds on a pro-rata basis. The increase in the Standard MGDB allocated to Excluded Funds will equal the decrease in the Standard MGDB in Covered Funds. o Net transfers from Excluded Funds to Covered Funds will reduce the Standard MGDB in Excluded Funds on a pro-rata basis. The increase in the Standard MGDB allocated to Covered Funds will equal the lesser of the net contract value transferred and the decrease in the Standard MGDB in Excluded Funds. Enhanced Death Benefit Options. Under the Enhanced Death Benefit options, if you die before the annuity start date, your beneficiary will receive the greater of the Standard Death Benefit or the Enhanced Death Benefit option elected. We may, with 30 days notice to you, designate any investment portfolio as a Special Fund or Excluded Fund on existing contracts with respect to new premiums added to such investment portfolio and also with respect to new transfers to such investment portfolio. Selecting a Special Fund or Excluded Fund may limit or reduce the Enhanced Death Benefit. For the period during which a portion of the contract value is allocated to a Special Fund or Excluded Fund, we may, at our discretion, reduce the mortality and expense risk charge attributable to that portion of the contract value. The reduced mortality and expense risk charge will be applicable only during that period. The Quarterly Ratchet Enhanced Death Benefit equals the greater of: 1) the Standard Death Benefit; and 2) the Quarterly Ratchet Minimum Guaranteed Death Benefit ("Quarterly Ratchet MGDB") allocated to Covered Funds plus the contract value allocated to Excluded Funds. No funds are currently designated as Excluded Funds for purposes of the Quarterly Ratchet MGDB. The Quarterly Ratchet MGDB allocated to Covered Funds on the contract date equals the premium allocated to Covered Funds. On each quarterly anniversary (three months from the contract date and each three month anniversary of that date) that occurs on or prior to attainment of age 90, the Quarterly Ratchet MGDB in Covered Funds will be set to the greater of: 1) the current contract value in Covered Funds (after deductions occurring as of that date); or 2) the Quarterly Ratchet MGDB in Covered Funds from the prior quarterly anniversary (after deductions occurring on that date), adjusted for new premiums and partial withdrawals attributable to Covered Funds, and transfers. Other than on quarterly anniversaries, the Quarterly Ratchet MGDB in the Covered Funds is equal to the Quarterly Ratchet MGDB in the Covered Funds from the last quarterly anniversary, adjusted for new premiums and partial withdrawals attributable to Covered Funds, and transfers. Access - 133972 37 The Quarterly Ratchet MGDB allocated to Excluded Funds on the contract date equals the premium allocated to Excluded Funds. The calculation is not used for benefit purposes, but only to determine the impact of transfers to and from Excluded Funds. On each quarterly anniversary that occurs on or prior to attainment of age 90, the Quarterly Ratchet MGDB in Excluded Funds will be set to the greater of: 1) the current contract value in Excluded Funds (after deductions occurring as of that date); or 2) the Quarterly Ratchet MGDB in the Excluded Funds from the prior quarterly anniversary (after deductions occurring on that date), adjusted for new premiums and partial withdrawals attributable to Excluded Funds, and transfers. Other than on quarterly anniversaries, the Quarterly Ratchet MGDB in the Excluded Funds is equal to the Quarterly Ratchet MGDB in the Excluded Funds from the last Quarterly anniversary, adjusted for new premiums and partial withdrawals attributable to Excluded Funds, and transfers. Withdrawals reduce the Quarterly Ratchet MGDB on a pro-rata basis. The pro-rata adjustment is based on the change in contract value resulting from the withdrawal, not the amount requested. Net transfers from Covered Funds to Special or Excluded Funds will reduce the Quarterly Ratchet MGDB in Covered Funds on a pro-rata basis. The increase in the Quarterly Ratchet MGDB allocated to Special or Excluded Funds, as applicable, will equal the decrease in the Quarterly Ratchet MGDB in Covered Funds. Net transfers from Excluded Funds to Covered Funds will reduce the Quarterly Ratchet MGDB in Excluded Funds on a pro-rata basis. The increase in the Quarterly Ratchet MGDB allocated to Covered Funds will equal the lesser of the net contract value transferred and the reduction in the Quarterly Ratchet MGDB in Excluded Funds The Max 7 Enhanced Death Benefit equals the greater of the Quarterly Ratchet Enhanced Death Benefit and the 7% Solution Death Benefit Element. Each element of the Max 7 Enhanced Death Benefit is determined independently of the other at all times. The 7% Solution Death Benefit Element is the greater of: 1) the Standard Death Benefit; and 2) the lesser of: a) 3 times all premium payments, adjusted for withdrawals (the "cap"); and b) the sum of the 7% Solution Minimum Guaranteed Death Benefit Element ("7% MGDB") allocated to Covered Funds, the 7% MGDB allocated to Special Funds, and the contract value allocated to Excluded Funds. For purposes of calculating the 7% Solution Death Benefit Element, the following investment options are designated as Special Funds: the ING Liquid Assets Portfolio, the ING VP Intermediate Bond Portfolio, the ING PIMCO Core Bond Portfolio, the ProFunds VP Rising Rates Opportunity Portfolio, the Fixed Account, the Fixed Interest Division, and the TSA Special Fixed Account. For Contracts issued prior to May 1, 2003, the ING VP Intermediate Bond Portfolio and the ING PIMCO Core Bond Portfolio are not designated as Special Funds. For Contracts issued prior to September 2, 2003, the ProFunds VP Rising Rates Opportunity Portfolio is not designated as a Special Fund. No investment options are currently designated as Excluded Funds. The 7% MGDB allocated to Covered Funds equals premiums allocated to Covered Funds, adjusted for withdrawals and transfers, accumulated at 7% until age 80 or the 7% MGDB reaches the cap. There is no accumulation once the cap is reached. Payment of additional premiums may cause the accumulation to resume, but there is no catch-up for any period where accumulation was suspended. The 7% MGDB allocated to Special Funds equals premiums allocated to Special Funds, adjusted for withdrawals and transfers. There is no accumulation of Minimum Guaranteed Death Benefit allocated to Special Funds. The 7% MGDB allocated to Excluded Funds is determined in the same way as the 7% MGDB for Covered Funds, but the calculation is not used for benefit purposes, but only to determine the impact of transfers to and from Excluded Funds. Withdrawals reduce the 7% MGDB on a pro-rata basis. The percentage reduction in the 7% MGDB for each Fund category (i.e. Covered, Special or Excluded) equals the percentage reduction in contract value in that Fund category resulting from the withdrawal. The percentage reduction in the cap equals the Access - 133972 38 percentage reduction in total contract value resulting from the withdrawal. The pro-rata adjustment is based on the change in contract value resulting from the withdrawal, not the amount requested. Transfers among Fund categories do not reduce the overall 7% MGDB, but do affect the amount of the 7% MGDB in a particular Fund category. Net transfers from among the Funds will reduce the 7% MGDB in the Funds on a pro-rata basis. Note: In all cases described above, the amount of the death benefit could be reduced by premium taxes owed and withdrawals not previously deducted. The enhanced death benefits may not be available in all states. Earnings Multiplier Benefit Rider. The earnings multiplier benefit rider is an optional rider that provides a separate death benefit in addition to the death benefit provided under the death benefit options described above. The rider is subject to state availability and is available only for issue ages 75 or under. You may add it at issue of the Contract or, if not yet available in your state, on the next contract anniversary following introduction of the rider in your state. The date on which the rider is added is referred to as the "rider effective date." If the rider is added at issue, the rider provides a benefit equal to a percentage of the gain under the Contract, up to a gain equal to 150% of premiums adjusted for withdrawals ("Maximum Base"). Currently, if added at issue, the earnings multiplier benefit is equal to 55% (30% for issue ages 70 and above) of the lesser of: i) the Maximum Base; and ii) the contract value on the claim date minus premiums adjusted for withdrawals. If added after issue, the earnings multiplier benefit is equal to 55% (30% for issue ages 70 and above) of the lesser of: i) 150% of the contract value on the rider effective date, plus subsequent premiums adjusted for subsequent withdrawals; and ii) the contract value on the claim date minus the contract value on the rider effective date, minus subsequent premiums adjusted for subsequent withdrawals. The adjustment to the benefit for withdrawals is pro-rata, meaning that the benefit will be reduced by the proportion that the withdrawal bears to the contract value at the time of the withdrawal. There is an extra charge for the earnings multiplier benefit rider and once selected, it may not be revoked. The rider does not provide a benefit if there is no gain under the Contract. As such, the Company would continue to assess a charge for the rider, even though no benefit would be payable at death under the rider if there are no gains under the Contract. Please see "Charges and Fees -- Earnings Multiplier Benefit Charge" for a description of the charge. The rider is available for both non-qualified and qualified contracts. Please see the discussions of possible tax consequences in "Federal Tax Considerations," "Individual Retirement Annuities," "Taxation of Qualified Contracts," and "Tax Consequences of Enhanced Death Benefit," in this prospectus. Death Benefit During the Income Phase If any contract owner or the annuitant dies after the annuity start date, we will pay the beneficiary any certain benefit remaining under the annuity in effect at the time. Continuation After Death -- Spouse If at the contract owner's death, the surviving spouse of the deceased contract owner is the beneficiary and such surviving spouse elects to continue the contract as his or her own, the following will apply: If the guaranteed death benefit as of the date we receive due proof of death, minus the contract value on that date is greater than zero, we will add such difference to the contract value. We will allocate such addition to the variable subaccounts in proportion to the contract value in the subaccounts, unless you direct otherwise. If there is no contract value in any subaccount, we will allocate the addition to the Liquid Assets subaccount, or its successor. Such addition to contract value will not affect the guaranteed death benefit or any living benefit rider values. Any addition to contract value is available only to the spouse of the owner as of the date of death of the owner if such spouse under the provisions of the contract elects to continue the contract as his or her own. Access - 133972 39 The death benefits under each of the available options will continue, based on the surviving spouse's age on the date that ownership changes. If you elected the earnings multiplier benefit rider, and the benefit would otherwise be payable, we will add the benefit to the contract value and allocate the benefit among the variable subaccounts in proportion to the contract value in the subaccounts, unless you direct otherwise. If there is no contract value in any subaccount, we will allocate the benefit to the Liquid Assets subaccount, or its successor. The earnings multiplier benefit rider will continue, if the surviving spouse is eligible based on his or her attained age. If the surviving spouse is older than the maximum rider issue age, the rider will terminate. The Maximum Base and the percentages will be reset based on the adjusted contract value. The calculation of the benefit going forward will be: (i) based on the attained age of the spouse at the time of the ownership change using current values as of that date; (ii) computed as if the rider were added to the Contract after issue and after the increase; and (iii) based on the Maximum Base and percentages in effect on the original rider date. However, we may permit the surviving spouse to elect to use the then-current Maximum Base and percentages in the benefit calculation. Continuation After Death -- Not a Spouse If the beneficiary or surviving joint owner is not the spouse of the owner, the contract may continue in force subject to the required distribution rules of the Code. See next section, "Required Distributions Upon Contract Owner's Death." If the guaranteed death benefit as of the date we receive due proof of death, minus the contract value also on that date, is greater than zero, we will add such difference to the contract value. Such addition will be allocated to the variable subaccounts in proportion to the contract value in the subaccounts, unless we are directed otherwise. If there is no contract value in any subaccount, the addition will be allocated to the Liquid Assets subaccount, or its successor. The death benefit will then terminate. At subsequent surrender, any surrender charge applicable to premiums paid prior to the date we receive due proof of death of the contract owner will be waived. No additional premium payments may be made. If you elected the earnings multiplier benefit rider, and the benefit would otherwise be payable, we will add the benefit to the contract value and allocate the benefit among the variable subaccounts in proportion to the contract value in the subaccounts, unless you direct otherwise. If there is no contract value in any subaccount, we will allocate the benefit to the Liquid Assets subaccount, or its successor. The earnings multiplier benefit rider then terminates, whether or not a benefit was payable under the terms of the rider. Required Distributions Upon Contract Owner's Death We will not allow any payment of benefits provided under a non-qualified Contract which does not satisfy the requirements of Section 72(s) of the Code. If any contract owner of a non-qualified contract dies before the annuity start date, we will distribute the death benefit payable to the beneficiary as follows: (a) the death benefit must be completely distributed within 5 years of the contract owner's date of death; or (b) the beneficiary may elect, within the 1-year period after the contract owner's date of death, to receive the death benefit in the form of an annuity from us, provided that (i) such annuity is 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 (ii) such distributions begin not later than 1 year after the contract owner's date of death. Notwithstanding (a) and (b) above, if the sole contract owner's beneficiary is the deceased owner's surviving spouse, then such spouse may elect to continue the Contract under the same terms as before the contract owner's death. Upon receipt of such election from the spouse at our Customer Service Center: (i) all rights of the spouse as contract owner's beneficiary under the Contract in effect prior to such election will cease; (ii) the spouse will become the owner of the Contract and will also be treated as Access - 133972 40 the contingent annuitant, if none has been named and only if the deceased owner was the annuitant; and (iii) all rights and privileges granted by the Contract or allowed by us will belong to the spouse as contract owner of the Contract. We deem the spouse to have made this election if such spouse makes a premium payment to the Contract or fails to make a timely election as described in this paragraph. If the owner's beneficiary is not a spouse, the distribution provisions described in subparagraphs (a) and (b) above, will apply even if the annuitant and/or contingent annuitant are alive at the time of the contract owner's death. Subject to availability, and our then current rules, a spousal or non-spousal beneficiary may elect to receive death benefits as payments over the life expectancy of the beneficiary ("stretch"). "Stretch" payments will be subject to the same limitations as systematic withdrawals, and non-qualified "stretch" payments will be reported on the same basis as other systematic withdrawals. If we do not receive an election from an owner's beneficiary who is not a spouse within the 1-year period after the contract owner's date of death, then we will pay the death benefit to the owner's beneficiary in a cash payment within five years from the date of death. We will determine the death benefit as of the date we receive proof of death. Such cash payment will be in full settlement of all our liability under the Contract. If a contract owner dies after the annuity start date, all of the contract owner's rights granted under the Contract or allowed by us will pass to the contract owner's beneficiary. If a contract has joint owners we will consider the date of death of the first joint owner as the death of the contract owner, and the surviving joint owner will become the beneficiary of the Contract. If any contract owner is not an individual, the death of an annuitant shall be treated as the death of a contract owner. Effect of MGWB on Death Benefit If you die before Automatic Periodic Benefit Status under the MGWB rider, the death benefit is payable, but the rider terminates. However, if the beneficiary is the owner's spouse, and the spouse elects to continue the Contract, the death benefit is not payable until the spouse's death. Please see "Minimum Guaranteed Withdrawal Benefit Rider-Death of Owner" for a description of the impact of the owner's death on the MGWB Rider. If you die during Automatic Periodic Benefit Status, the death benefit payable is your MGWB Withdrawal Account, which equals the sum of the remaining MGWB periodic payments. Please see "Minimum Guaranteed Withdrawal Benefit Rider". - -------------------------------------------------------------------------------- THE ANNUITY OPTIONS - -------------------------------------------------------------------------------- Annuitization of Your Contract If the annuitant and contract owner are living on the annuity start date, we will begin making payments to the contract owner under an income plan. We will make these payments under the annuity option you chose. You may change an annuity option by making a written request to us at least 30 days before the annuity start date. The amount of the payments will be determined by applying your contract value, adjusted for any applicable Market Value Adjustment, on the annuity start date in accordance with the annuity option you chose. The MGIB annuity benefit may be available if you have purchased the MGIB rider, provided the waiting period and other specified conditions have been met. You may also elect an annuity option on surrender of the Contract for its cash surrender value or you may choose one or more annuity options for the payment of death benefit proceeds while it is in effect and before the annuity start date. If, at the time of the contract owner's death or the annuitant's death (if the contract owner is not an individual), no option has been chosen for paying death benefit proceeds, the beneficiary may choose an annuity option within 60 days. In all events, payments of death benefit proceeds must comply with the distribution requirements of applicable federal tax law. Access - 133972 41 The minimum monthly annuity income payment that we will make is $20. We may require that a single sum payment be made if the contract value is less than $2,000 or if the calculated monthly annuity income payment is less than $20. For each annuity option we will issue a separate written agreement putting the annuity option into effect. Before we pay any annuity benefits, we require the return of your Contract. If your Contract has been lost, we will require that you complete and return the applicable lost Contract form. Various factors will affect the level of annuity benefits, such as the annuity option chosen, the applicable payment rate used and the investment performance of the portfolios and interest credited to the Fixed Interest Allocations. Our current annuity options provide only for fixed payments. Fixed annuity payments are regular payments, the amount of which is fixed and guaranteed by us. Some fixed annuity options provide fixed payments either for a specified period of time or for the life of the annuitant. The amount of life income payments will depend on the form and duration of payments you chose, the age of the annuitant or beneficiary (and gender, where appropriate under applicable law), the total contract value applied to periodic income payments, and the applicable payment rate. Our approval is needed for any option where: 1) The person named to receive payment is other than the contract owner or beneficiary; 2) The person named is not a natural person, such as a corporation; or 3) Any income payment would be less than the minimum annuity income payment allowed. Selecting the Annuity Start Date You select the annuity start date, which is the date on which the annuity payments commence. The annuity start date must be at least 5 years from the contract date but before the month immediately following the annuitant's 90th birthday, or 10 years from the contract date, if later. If you do not select an annuity start date, it will automatically begin in the month following the annuitant's 90th birthday, or 10 years from the contract date, if later. If the annuity start date occurs when the annuitant is at an advanced age, such as over age 85, it is possible that the Contract will not be considered an annuity for federal tax purposes. For more information, see "Federal Tax Considerations" and the SAI. For a Contract purchased in connection with a qualified plan, other than a Roth IRA, distributions must commence not later than April 1st of the calendar year following the calendar year in which you reach age 70 1/2 or, in some cases, retire. Distributions may be made through annuitization or withdrawals. You should consult a tax adviser for tax advice before investing. Frequency of Annuity Payments You choose the frequency of the annuity payments. They may be monthly, quarterly, semi-annually or annually. If we do not receive written notice from you, we will make the payments monthly. There may be certain restrictions on minimum payments that we will allow. Beneficiary Rights A beneficiary's right to elect an annuity option or receive a lump sum may have been restricted by the contract owner. If so, such options will not be available to the beneficiary. The Annuity Options We offer the 4 annuity options shown below. Payments under Options 1, 2 and 3 are fixed. Payments under Option 4 may be fixed or variable, although only fixed payments are currently available. For a fixed annuity option, the contract value in the subaccounts is transferred to the Company's general account. Access - 133972 42 Option 1. Income for a Fixed Period. Under this option, we make monthly payments in equal installments for a fixed number of years based on the contract value on the annuity start date. We guarantee that each monthly payment will be at least the amount stated in your Contract. If you prefer, you may request that payments be made in annual, semi-annual or quarterly installments. We will provide you with illustrations if you ask for them. If the cash surrender value or contract value is applied under this option, a 10% penalty tax may apply to the taxable portion of each income payment until the contract owner reaches age 59 1/2. Option 2. Income for Life with a Period Certain. Under this option, we make payments for the life of the annuitant in equal monthly installments and guarantee the income for at least a period certain, such as 10 or 20 years. Other periods certain may be available to you on request. You may choose a refund period instead. Under this arrangement, income is guaranteed until payments equal the amount of your Contract. If the person named lives beyond the guaranteed period, we will continue payments until his or her death. We guarantee that each payment will be at least the amount specified in the Contract corresponding to the person's age on his or her last birthday before the annuity start date. Amounts for ages not shown in the Contract are available if you ask for them. Option 3. Joint Life Income. This option is available when there are 2 persons named to determine annuity payments. At least one of the persons named must be either the contract owner or beneficiary of the Contract. We guarantee monthly payments will be made as long as at least one of the named persons is living. There is no minimum number of payments. Monthly payment amounts are available if you ask for them. Option 4. Annuity Plan. Under this option, your contract value can be applied to any other annuitization plan that we choose to offer on the annuity start date. Annuity payments under Option 4 may be fixed or variable. If variable and subject to the 1940 Act, it will comply with the requirements of such Act. Payment When Named Person Dies When the person named to receive payment dies, we will pay any amounts still due as provided in the annuity agreement between you and ING USA. The amounts we will pay are determined as follows: 1) For Option 1, or any remaining guaranteed payments under Option 2, we will continue payments. Under Options 1 and 2, the discounted values of the remaining guaranteed payments may be paid in a single sum. This means we deduct the amount of the interest each remaining guaranteed payment would have earned had it not been paid out early. We will base the discount interest rate on the interest rate used to calculate the payments for Options 1 and 2. 2) For Option 3, no amounts are payable after both named persons have died. 3) For Option 4, the annuity option agreement will state the amount we will pay, if any. - -------------------------------------------------------------------------------- OTHER CONTRACT PROVISIONS - -------------------------------------------------------------------------------- Reports to Contract Owners We will send you a quarterly report within 31 days after the end of each calendar quarter. The report will show the contract value, cash surrender value, and the death benefit as of the end of the calendar quarter. The report will also show the allocation of your contract value and reflects the amounts deducted from or added to the contract value since the last report. You have 30 days to notify our Customer Service Center of any errors or discrepancies contained in the report and in any confirmation notice. We will also send you copies of any shareholder reports of the investment portfolios in which Separate Account B invests, as well as any other reports, notices or documents we are required by law to furnish to you. Access - 133972 43 Suspension of Payments The Company reserves the right to suspend or postpone the date of any payment or determination of values on any business day (i) when the New York Stock Exchange is closed; (ii) when trading on the New York Stock Exchange is restricted; (iii) when an emergency exists as determined by the SEC so that the sale of securities held in Separate Account B may not reasonably occur or so that the Company may not reasonably determine the value of Separate Account B's net assets; or (iv) during any other period when the SEC so permits for the protection of security holders. We have the right to delay payment of amounts from a Fixed Interest Allocation for up to 6 months. In Case of Errors in Your Application If an age or gender given in the application or enrollment form is misstated, the amounts payable or benefits provided by the Contract shall be those that the premium payment would have bought had the age or gender not been misstated. Assigning the Contract as Collateral You may assign a non-qualified Contract as collateral security for a loan but you should understand that your rights and any beneficiary's rights may be subject to the terms of the assignment. An assignment likely has federal tax consequences. You should consult a tax adviser for tax advice. You must give us satisfactory written notice at our Customer Service Center in order to make or release an assignment. We are not responsible for the validity of any assignment. Contract Changes -- Applicable Tax Law We have the right to make changes in the Contract to continue to qualify the Contract as an annuity under applicable federal tax law. We will give you advance notice of such changes. Free Look You may cancel your Contract within your 10-day free look period. We deem the free look period to expire 15 days after we mail the Contract to you. Some states may require a longer free look period. To cancel, you need to send your Contract to our Customer Service Center or to the agent from whom you purchased it. We will refund the contract value (which may be more or less than the premium payments you paid) or, if required by your state, the original amount of your premium payment. For purposes of the refund during the free look period, (i) we adjust your contract value for any market value adjustment (if you have invested in the Fixed Account), and (ii) then we include a refund of any charges deducted from your contract value. Because of the market risks associated with investing in the portfolios and the potential positive or negative effect of the market value adjustment, the contract value returned may be greater or less than the premium payment you paid. Some states require us to return to you the amount of the paid premium (rather than the contract value) in which case you will not be subject to investment risk during the free look period. In these states, your premiums designated for investment in the subaccounts may be allocated during the free look period to a subaccount specially designated by the Company for this purpose (currently, the Liquid Assets subaccount). We may, in our discretion, require that premiums designated for investment in the subaccounts from all other states as well as premiums designated for a Fixed Interest Allocation be allocated to the specially designated subaccount during the free look period. Your Contract is void as of the day we receive your Contract and cancellation request in good order. We determine your contract value at the close of business on the day we void your Contract. If you keep your Contract after the free look period and the investment is allocated to a subaccount specially designated by the Company, we will put your money in the subaccount(s) chosen by you, based on the accumulation unit value next computed for each subaccount, and/or in the Fixed Interest Allocation chosen by you. Special Arrangements We may reduce or waive any Contract, rider, or benefit fees or charges for certain group or sponsored Access - 133972 44 arrangements, under special programs, and for certain employees, agents, and related persons of our parent corporation and its affiliates. We reduce or waive these items based on expected economies, and the variations are based on differences in costs or services. Selling the Contract Our affiliate Directed Services, Inc. ("DSI"), 1475 Dunwoody Drive, West Chester, PA 19380 is the principal underwriter and distributor of the Contract as well as for other ING USA contracts. DSI, a New York corporation, is registered with the SEC as a broker/dealer under the Securities Exchange Act of 1934, and is a member of the National Association of Securities Dealers, Inc. ("NASD"). DSI does not retain any commissions or compensation paid to it by ING USA for Contract sales. DSI enters into selling agreements with affiliated and unaffiliated broker/dealers to sell the Contracts through their registered representatives who are licensed to sell securities and variable insurance products ("selling firms"). Selling firms are also registered with the SEC and are NASD member firms. DSI pays selling firms compensation for the promotion and sale of the Contracts. Registered representatives of the selling firms who solicit sales of the Contracts typically receive a portion of the compensation paid by DSI to the selling firm in the form of commissions or other compensation, depending on the agreement between the selling firm and the registered representative. This compensation, as well as other incentives or payments, is not paid directly by contract owners or the Separate Account. We intend to recoup this compensation and other sales expenses paid to selling firms through fees and charges imposed under the Contracts. DSI pays selling firms for Contract sales according to one or more schedules. This compensation is generally based on a percentage of premium payments. Selling firms may receive commissions of up to 3.0% of premium payments. In addition, selling firms may receive ongoing annual compensation of up to 1.40% of all, or a portion, of values of Contracts sold through the firm. Individual representatives may receive all or a portion of compensation paid to their selling firm, depending on the firm's practices. Commissions and annual compensation, when combined, could exceed 3.0% of total premium payments. To the extent permitted by SEC and NASD rules and other applicable laws and regulations, DSI may pay or allow other promotional incentives or payments in the form of cash or other compensation to selling firms. DSI may also pay selling firms additional compensation or reimbursement for their efforts in selling Contracts to you and other customers, including for, among other things, training of sales personnel, marketing or other sales-related services they provide to us or our affiliates. This compensation or reimbursement is not reflected in the fees and expenses listed in the fee table section of this prospectus. In addition, DSI may enter into special compensation arrangements with certain selling firms based on those firms' aggregate or anticipated sales of the Contracts or other criteria. These special compensation arrangements will not be offered to all selling firms, and the terms of such arrangements may differ among selling firms based on various factors. Any such compensation payable to a selling firm will not result in any additional direct charge to you by us. Affiliated selling firms may include Baring Investment Services, Inc., Compulife Investor Services, Inc., Financial Network Investment Corporation, Granite Investment Services, Inc., Guaranty Brokerage Services, Inc., ING America Equities, Inc., ING Barings Corp., ING Direct Funds Limited, ING DIRECT Securities, Inc., ING Financial Advisers LLC, ING Financial Partners, Inc., ING Funds Distributor, LLC, ING Furman Selz Financial Services LLCING TT&S (U.S.) Securities, Inc., Multi-Financial Securities Corporation, PrimeVest Financial Services, Inc. and Systematized Benefits Administrators, Inc. DSI may also compensate wholesalers/distributors, and their sales management personnel, for Contract sales within the wholesale/distribution channel. This compensation may be based on a percentage of premium payments and/or a percentage of Contract values. We do not pay any additional compensation on the sale or exercise of any of the Contract's optional benefit riders offered in this prospectus. Access - 133972 45 - -------------------------------------------------------------------------------- OTHER INFORMATION - -------------------------------------------------------------------------------- Voting Rights We will vote the shares of a Trust owned by Separate Account B according to your instructions. However, if the 1940 Act or any related regulations should change, or if interpretations of it or related regulations should change, and we decide that we are permitted to vote the shares of a Trust in our own right, we may decide to do so. We determine the number of shares that you have in a subaccount by dividing the Contract's contract value in that subaccount by the net asset value of one share of the portfolio in which a subaccount invests. We count fractional votes. We will determine the number of shares you can instruct us to vote 180 days or less before a Trust shareholder meeting. We will ask you for voting instructions by mail at least 10 days before the meeting. If we do not receive your instructions in time, we will vote the shares in the same proportion as the instructions received from all contracts in that subaccount. We will also vote shares we hold in Separate Account B which are not attributable to contract owners in the same proportion. State Regulation We are regulated by the Insurance Department of the State of Iowa. We are also subject to the insurance laws and regulations of all jurisdictions where we do business. The Contract offered by this prospectus has been approved where required by those jurisdictions. We are required to submit annual statements of our operations, including financial statements, to the Insurance Departments of the various jurisdictions in which we do business to determine solvency and compliance with state insurance laws and regulations. Legal Proceedings We are not aware of any pending legal proceedings which involve Separate Account B as a party. We are, or may be in the future, a defendant in various legal proceedings in connection with the normal conduct of our insurance operations. Some of these cases may seek class action status and may include a demand for punitive damages as well as for compensatory damages. In the opinion of management, the ultimate resolution of any existing legal proceeding is not likely to have a material adverse effect on our ability to meet our obligations under the contract. Directed Services, Inc., the principal underwriter and distributor of the contract, is not involved in any legal proceeding which, in the opinion of management, is likely to have a material adverse effect on its ability to distribute the contract. Industry Developments - Trading As with many financial services companies, the Company and affiliates of the Company have received requests for information from various governmental and self-regulatory agencies in connection with investigations related to trading in investment company shares. In each case, full cooperation and responses are being provided. The Company is also reviewing its policies and procedures in this area. Experts The audited consolidated financial statements and schedules of the Company as of December 31, 2003 and 2002 and for each of the three years in the period ended December 31, 2003, along with the statement of assets and liabilities of Separate Account B as of December 31, 2003 and the related statement of operations for the year then ended, and the statements of changes in net assets for each of the two years in the period then ended, appearing in the SAI and Registration Statement have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon appearing in the SAI and in the Registration Statement, and are included in reliance on such reports given on the authority of such firm as experts in accounting and auditing. Access - 133972 46 - -------------------------------------------------------------------------------- FEDERAL TAX CONSIDERATIONS - -------------------------------------------------------------------------------- Introduction This section discusses our understanding of current federal income tax laws affecting the contract. You should keep the following in mind when reading it: o Your tax position (or the tax position of the designated beneficiary, as applicable) determines federal taxation of amounts held or paid out under the contract; o Tax laws change. It is possible that a change in the future could affect contracts issued in the past; o This section addresses federal income tax rules and does not discuss federal estate and gift tax implications, state and local taxes, foreign taxes or any other tax provisions; and o We do not make any guarantee about the tax treatment of the contract or transactions involving the contract. We do not intend this information to be tax advice. For advice about the effect of federal income taxes or any other taxes on amounts held or paid out under the contract, consult a tax adviser. For more comprehensive information, contact the Internal Revenue Service (IRS). Types of Contracts: Non-Qualified or Qualified The Contract may be purchased on a non-tax-qualified basis or purchased on a tax-qualified basis. Non-qualified contracts are purchased with after tax contributions and are not related to retirement plans that receive special income tax treatment under the Code. Qualified Contracts are designed for use by individuals whose premium payments are comprised solely of proceeds from and/or contributions under retirement plans that are intended to qualify as plans entitled to special income tax treatment under Sections 401(a), 403(a), 403(b), 408, 408A or 457 of the Code. The ultimate effect of federal income taxes on the amounts held under a Contract, or annuity payments, depends on the type of retirement plan, on the tax and employment status of the individual concerned, and on your tax status. In addition, certain requirements must be satisfied in purchasing a qualified Contract with proceeds from a tax-qualified plan in order to continue receiving favorable tax treatment. Some retirement plans are subject to additional distribution and other requirements that are not incorporated into our Contract. Because the Plan is not part of the Contract, we are not bound by any Plan's terms or conditions. Contract owners, participants and beneficiaries are responsible for determining that contributions, distributions and other transactions with respect to the Contract comply with applicable law. Therefore, you should seek competent legal and tax advice regarding the suitability of a Contract for your particular situation. The following discussion assumes that qualified Contracts are purchased with proceeds from and/or contributions under retirement plans that qualify for the intended special federal income tax treatment. Taxation of Non-Qualified Contracts Taxation Prior to Distribution We believe that if you are a natural person you will generally not be taxed on increases in the value of a non-qualified Contract until a distribution occurs or until annuity payments begin. This assumes that the Contract will qualify as an annuity contract for federal income tax purposes. For these purposes, the agreement to assign or pledge any portion of the contract value generally will be treated as a distribution. In order to receive deferral of taxation, the following requirements must be satisfied: Access - 133972 47 Diversification. Internal Revenue Code Section 817(h) requires investments of a variable account be adequately diversified in order for a contract to be treated as annuity contract for federal income tax purposes. The Treasury has issued regulations which set the standards for measuring the adequacy of any diversification. To be adequately diversified, each variable investment option must meet certain tests. Each sub-account's corresponding fund has represented that it will meet the diversification standards that apply to your policy. It is intended that Separate Account B, through the subaccounts, will satisfy these diversification requirements. Investor Control. Although earnings under non-qualified contracts are generally not taxed until withdrawn, the Internal Revenue Service (IRS) has stated in published rulings that a variable contract owner will be considered the owner of separate account assets if the contract owner possesses incidents of investment control over the assets. In these circumstances, income and gains from the separate account assets would be currently includible in the variable contract owner's gross income. The Treasury announced that it will issue guidance regarding the extent to which owners could direct their investments among subaccounts without being treated as owners of the underlying assets of the separate account. It is possible that the Treasury's position, when announced, may adversely affect the tax treatment of existing contracts. The Company therefore reserves the right to modify the contract as necessary to attempt to prevent the contract holder from being considered the federal tax owner of a pro rata share of the assets of the separate account. Required Distributions. In order to be treated as an annuity contract for federal income tax purposes, the Code requires any non-qualified Contract to contain certain provisions specifying how your interest in the Contract will be distributed in the event of your death. The non-qualified Contracts contain provisions that are intended to comply with these Code requirements, although no regulations interpreting these requirements have yet been issued. We intend to review such distribution provisions and modify them if necessary to assure that they comply with the applicable requirements when such requirements are clarified by regulation or otherwise. See "Death Benefit Choices" for additional information on required distributions from non-qualified contracts. Non-Natural Persons. The owner of any annuity contract who is not a natural person generally must include in income any increase in the excess of the contract value over the "investment in the contract" (generally, the premiums 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 prospective contract owner that is not a natural person may wish to discuss these with a tax adviser. 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., age 85), 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. Taxation of Distributions General. When a withdrawal from a non-qualified Contract occurs (including amounts paid to you under the MGWB rider), the amount received will be treated as ordinary income subject to tax up to an amount equal to the excess (if any) of the contract value (unreduced by the amount of any surrender charge) immediately before the distribution over the contract owner's investment in the contract at that time. Investment in the contract is generally equal to the amount of all contributions to the contract, less the aggregate amount of non-taxable distributions previously made. The contract value that applies for this purpose is unclear in some respects. For example, the living benefits provided under the Contract, i.e., the, MGWB and MGIB, as well as the market value adjustment could increase the contract value that applies. Thus, the income on the Contracts could be higher than the amount of income that would be determined without regard to such benefits. As a result, you could have higher amounts of income than will be reported to you. Access - 133972 48 In the case of a surrender under a non-qualified Contract, the amount received generally will be taxable only to the extent it exceeds the contract owner's investment in the contract. 10% Penalty Tax. A distribution from a non-qualified Contract may be subject to a federal tax penalty equal to 10% of the amount treated as income. In general, however, there is no penalty on distributions: o made on or after the taxpayer reaches age 59 1/2; o made on or after the death of a contract owner; o attributable to the taxpayer's becoming disabled; or o made as part of a series of substantially equal periodic payments for the life (or life expectancy) of the taxpayer. Other exceptions may be applicable under certain circumstances and special rules may be applicable in connection with the exceptions enumerated above. A tax adviser should be consulted with regard to exceptions from the penalty tax. Tax-Free Exchanges. Section 1035 of the Tax Code permits the exchange of a life insurance, endowment or annuity contract for an annuity contract on a tax-free basis. In such instance, the "investment in the contract" in the old contract will carry over to the new contract. You should consult with your tax advisor regarding procedures for making Section 1035 exchanges. If your Contract is purchased through a tax-free exchange of a life insurance, endowment or annuity contract that was purchased prior to August 14, 1982, then any distributions other than annuity payments will be treated, for tax purposes, as coming: o First, from any remaining "investment in the contract" made prior to August 14, 1982 and exchanged into the Contract; o Next, from any "income on the contract" attributable to the investment made prior to August 14, 1982; o Then, from any remaining "income on the contract"; and o Lastly, from any remaining "investment in the contract". The IRS has concluded that in certain instances, the partial exchange of a portion of one annuity contract for another contract will be tax-free. However, the IRS has reserved the right to treat transactions it considers abusive as ineligible for favorable partial 1035 tax-free exchange treatment. The IRS has not provided any additional guidance on what it considers abusive. It is not certain whether the IRS would treat an immediate withdrawal or annuitization after a partial exchange as abusive. In addition, it is unclear how the IRS will treat a partial exchange from a life insurance, endowment, or annuity contract directly into an immediate annuity. Currently, we will accept a partial 1035 exchange from a non-qualified annuity into a deferred annuity or an immediate annuity as a tax-free transaction unless we believe that we would be expected to treat the transaction as abusive. We are not responsible for the manner in which any other insurance company, for tax reporting purposes, or the IRS, with respect to the ultimate tax treatment, recognizes or reports a partial exchange. We strongly advise you to discuss any proposed 1035 exchange with your tax advisor prior to proceeding with the transaction. Taxation of Annuity Payments. Although tax consequences may vary depending on the payment option elected under an annuity contract, a portion of each annuity payment is generally not Access - 133972 49 taxed and the remainder is taxed as ordinary income. The non-taxable portion of an annuity payment is generally determined in a manner that is designed to allow you to recover your investment in the contract ratably on a tax-free basis over the expected stream of annuity payments, as determined when annuity payments start. Once your investment in the contract has been fully recovered, however, the full amount of each annuity payment is subject to tax as ordinary income. The tax treatment of partial annuitizations is unclear. We currently treat any partial annuitizations, such as those associated with the MGIB benefit, as withdrawals rather than as annuity payments. Please consult your tax adviser before electing a partial annuitization. Death Benefits. Amounts may be distributed from a Contract because of your death or the death of the annuitant. Generally, such amounts are includible in the income of recipient as follows: (i) if distributed in a lump sum, they are taxed in the same manner as a surrender of the Contract, or (ii) if distributed under a payment option, they are taxed in the same way as annuity payments. Special rules may apply to amounts distributed after a Beneficiary has elected to maintain Contract value and receive payments. The Contract offers a death benefit (including the benefit provided by the earnings multiplier benefit rider) that may exceed the greater of the premium payments and the contract value. Certain charges are imposed with respect to the death benefit. It is possible that these charges (or some portion thereof) could be treated for federal tax purposes as a distribution from the Contract. Assignments and Other Transfers. A transfer, pledge or assignment of ownership of a Contract, or the designation of an annuitant or payee other than an owner, may result in certain tax consequences to you that are not discussed herein. A contract owner contemplating any such transfer, pledge, assignment, or designation or exchange, should consult a tax adviser as to the tax consequences. Immediate Annuities. Under section 72 of the Tax Code, an immediate annuity means an annuity (1) which is purchased with a single premium, (2) with annuity payments starting within one year from the date of purchase, and (3) which provides a series of substantially equal periodic payments made annually or more frequently. Treatment as an immediate annuity will have significance with respect to exceptions from the 10% early withdrawal penalty, to contracts owned by non-natural persons, and for certain policy exchanges. Multiple Contracts. The tax law requires that all non-qualified deferred annuity contracts that are issued by a company or its affiliates to the same contract owner during any calendar year are treated as one non-qualified deferred annuity contract for purposes of determining the amount includible in such contract owner's income when a taxable distribution occurs. Withholding. We will withhold and remit to the U.S. government a part of the taxable portion of each distribution made under a Contract unless the distributee notifies us at or before the time of the distribution that he or she elects not to have any amounts withheld. The withholding rates applicable to the taxable portion of periodic annuity payments are the same as the withholding rates generally applicable to payments of wages. In addition, a 10% withholding rate applies to the taxable portion of non-periodic payments. Regardless of whether you elect not to have federal income tax withheld, you are still liable for payment of federal income tax on the taxable portion of the payment. Taxation of Qualified Contracts General The Contracts are designed for use with several types of qualified plans. The tax rules applicable to participants in these qualified plans vary according to the type of plan and the terms and conditions of the plan itself. Special favorable tax treatment may be available for certain types of contributions and distributions. Adverse tax consequences may result from: contributions in excess of specified limits; distributions before age 59 1/2 (subject to certain exceptions); distributions that do not conform to specified commencement and minimum distribution rules; and in other specified circumstances. Therefore, no attempt is made to provide more than general information about the use of the Contracts with the various types of qualified retirement plans. Contract owners, annuitants, and beneficiaries are cautioned that the rights of any person to any benefits under these qualified retirement plans may be subject to the Access - 133972 50 terms and conditions of the plans themselves, regardless of the terms and conditions of the Contract, but we shall not be bound by the terms and conditions of such plans to the extent such terms contradict the Contract, unless the Company consents. You will not generally pay taxes on earnings from the annuity contract described in this prospectus until they are withdrawn. When an annuity contract is used to fund one of these tax qualified retirement arrangements, you should know that the annuity contract does not provide any additional tax deferral of earnings beyond the tax deferral provided by the tax-qualified retirement arrangement. Tax-qualified retirement arrangements under Tax Code sections 401(a), 401(k), 403(a), 403(b) or governmental 457 plans also generally defer payment of taxes on earnings until they are withdrawn (or in the case of a non-governmental 457 plan, paid or made available to you or a designated beneficiary). However, annuities do provide other features and benefits which may be valuable to you. You should discuss your alternatives with your local representative. Distributions - General For qualified plans under Section 401(a) and 403(b), the Code requires that distributions generally must commence no later than the later of April 1 of the calendar year following the calendar year in which the plan participant for whose benefit the contract is purchased (i) reaches age 70 1/2 or (ii) retires, and must be made in a specified form or manner. If the plan participant is a "5 percent owner" (as defined in the Code), distributions generally must begin no later than April 1 of the calendar year following the calendar year in which the plan participant reaches age 70 1/2. For IRAs described in Section 408, distributions generally must commence no later than by April 1 of the calendar year following the calendar year in which the individual contract owner reaches age 70 1/2. Roth IRAs under Section 408A do not require distributions at any time before the contract owner's death. Please note that required minimum distributions under qualified Contracts may be subject to surrender charge and/or market value adjustment, in accordance with the terms of the Contract. This could affect the amount that must be taken from the Contract in order to satisfy required minimum distributions. Direct Rollovers If the Contract is used in connection with a pension, profit-sharing, or annuity plan qualified under sections 401(a) or 403(a) of the Code, or is a tax-sheltered annuity under section 403(b) of the Code, or is used with an eligible deferred compensation plan that has a government sponsor and that is qualified under section 457(b), any "eligible rollover distribution" from the Contract will be subject to direct rollover and mandatory withholding requirements. An eligible rollover distribution generally is any taxable distribution from a qualified pension plan under section 401(a) of the Code, qualified annuity plan under section 403(a) of the Code, section 403(b) annuity or custodial account, or an eligible section 457(b) deferred compensation plan that has a government sponsor, excluding certain amounts (such as minimum distributions required under section 401(a)(9) of the Code, distributions which are part of a "series of substantially equal periodic payments" made for life or a specified period of 10 years or more, or hardship distributions as defined in the tax law). Under these requirements, federal income tax equal to 20% of the eligible rollover distribution will be withheld from the amount of the distribution. Unlike withholding on certain other amounts distributed from the Contract, discussed below, you cannot elect out of withholding with respect to an eligible rollover distribution. However, this 20% withholding will not apply if, instead of receiving the eligible rollover distribution, you elect to have it directly transferred to certain qualified plans. Prior to receiving an eligible rollover distribution, you will receive a notice (from the plan administrator or us) explaining generally the direct rollover and mandatory withholding requirements and how to avoid the 20% withholding by electing a direct rollover. Corporate and Self-Employed Pension and Profit Sharing Plans Section 401(a) of the Code permits corporate employers to establish various types of retirement plans for employees, and permits self-employed individuals to establish these plans for themselves and their employees. These retirement plans may permit the purchase of the Contracts to accumulate retirement Access - 133972 51 savings under the plans. Adverse tax or other legal consequences to the plan, to the participant, or to both may result if this Contract is assigned or transferred to any individual as a means to provide benefit payments, unless the plan complies with all legal requirements applicable to such benefits before transfer of the Contract. Employers intending to use the Contract with such plans should seek competent advice. Individual Retirement Annuities - General Section 408 of the Code permits eligible individuals to contribute to an individual retirement program known as an "Individual Retirement Annuity" or "IRA." These IRAs are subject to limits on the amount that can be contributed, the deductible amount of the contribution, the persons who may be eligible, and the time when distributions commence. Also, distributions from certain other types of qualified retirement plans may be "rolled over" on a tax-deferred basis into an IRA. Also, amounts in another IRA or individual retirement account can be rolled over or transferred tax-free to an IRA. There are significant restrictions on rollover or transfer contributions from Savings Incentive Match Plans for Employees (SIMPLE), under which certain employers may provide contributions to IRAs on behalf of their employees, subject to special restrictions. Employers may establish Simplified Employee Pension (SEP) Plans to provide IRA contributions on behalf of their employees. If you make a tax-free rollover of a distribution from any of these IRAs, you may not make another tax-free rollover from the IRA within a 1-year period. Sales of the Contract for use with IRAs may be subject to special requirements of the IRS. Individual Retirement Annuities - Distributions All distributions from a traditional IRA are taxed as received unless either one of the following is true: o The distribution is rolled over to a plan eligible to receive rollovers or to another traditional IRA or certain qualified plans in accordance with the Tax Code; or o You made after-tax contributions to the IRA. In this case, the distribution will be taxed according to rules detailed in the Tax Code. To avoid certain tax penalties, you and any designated beneficiary must also meet the minimum distribution requirements imposed by the Tax Code. The requirements do not apply to Roth IRA contracts while the owner is living. These rules may dictate one or more of the following: o Start date for distributions; o The time period in which all amounts in your account(s) must be distributed; or o Distribution amounts. Generally, you must begin receiving distributions from a traditional IRA by April 1 of the calendar year following the calendar year in which you attain age 70 1/2. We must pay out distributions from the contract over one of the following time periods: o Over your life or the joint lives of you and your designated beneficiary; or o Over a period not greater than your life expectancy or the joint life expectancies of you and your designated beneficiary. The amount of each periodic distribution must be calculated in accordance with IRS regulations. If you fail to receive the minimum required distribution for any tax year, a 50% excise tax is imposed on the required amount that was not distributed. The following applies to the distribution of death proceeds under 408(b) and 408A (Roth IRA - See below) plans. Different distribution requirements apply after your death. Access - 133972 52 If your death occurs after you begin receiving minimum distributions under the contract, distributions must be made at least as rapidly as under the method in effect at the time of your death. Code section 401(a)(9) provides specific rules for calculating the required minimum distributions at your death. The death benefit under the contract and also certain other contract benefits, such as living benefits, may affect the amount of the required minimum distribution that must be taken. If your death occurs before you begin receiving minimum distributions under the contract, your entire balance must be distributed by December 31 of the calendar year containing the fifth anniversary of the date of your death. For example, if you die on September 1, 2004, your entire balance must be distributed to the designated beneficiary by December 31, 2009. However, if the distributions begin by December 31 of the calendar year following the calendar year of your death, and you have named a designated beneficiary, then payments may be made over either of the following time frames: o Over the life of the designated beneficiary; or o Over a period not extending beyond the life expectancy of the designated beneficiary. If the designated beneficiary is your spouse, distributions must begin on or before the later of the following: o December 31 of the calendar year following the calendar year of your death; or o December 31 of the calendar year in which you would have attained age 70 1/2. Roth IRAs - General Section 408A of the Code permits certain eligible individuals to contribute to a Roth IRA. Contributions to a Roth IRA, which are subject to limits on the amount of the contributions and the persons who may be eligible to contribute, are not deductible, and must be made in cash or as a rollover or transfer from another Roth IRA or other IRA. Certain qualifying individuals may convert an IRA, SEP, or SIMPLE IRA, to a Roth IRA. Such rollovers and conversions are subject to tax, and other special rules may apply. If you make a tax-free rollover of a distribution from a Roth IRA to another Roth IRA, you may not make another tax-free rollover from the Roth IRA from which the rollover was made within a 1-year period. A 10% penalty may apply to amounts attributable to a conversion to a Roth IRA if the amounts are distributed during the five taxable years beginning with the year in which the conversion was made. Roth IRAs - Distributions A qualified distribution from a Roth IRA is not taxed when it is received. A qualified distribution is a distribution: o Made after the five-taxable year period beginning with the first taxable year for which a contribution was made to a Roth IRA of the owner; and o Made after you attain age 59 1/2, die, become disabled as defined in the Tax Code, or for a qualified first-time home purchase. If a distribution is not qualified, it will be taxable to the extent of the accumulated earnings. Under special ordering rules, a partial distribution will first be treated generally as a return of contributions which is not taxable and then as taxable accumulated earnings. Tax Sheltered Annuities - General Section 403(b) of the Code allows employees of certain Section 501(c)(3) organizations and public Access - 133972 53 schools to exclude from their gross income the premium payments made, within certain limits, on a Contract that will provide an annuity for the employee's retirement. These premium payments may be subject to FICA (Social Security) tax. Distributions of (1) salary reduction contributions made in years beginning after December 31, 1988; (2) earnings on those contributions; and (3) earnings on amounts held as of the last year beginning before January 1, 1989, are not allowed prior to age 59 1/2, severance from employment, death or disability. Distributions allocable to salary reduction contributions, but not earnings on such contributions, may also be distributed upon hardship. Certain penalties may apply. Tax Sheltered Annuities - Loans Loans may be available if you purchased your contract in connection with a non-ERISA plan qualified under Section 403(b) of the Code ("TSA"). We do not currently permit loans under Section 403(b) Contracts that are subject to ERISA. If your contract was issued in connection with a TSA and the terms of your plan permit, you may take a loan from us, using your surrender value as collateral for the loan. Loans are subject to the terms of the Contract, your 403(b) plan, the Code and other federal and state regulations. The amount and number of loans outstanding at any one time under your TSA are limited, whether under our contracts or those of other carriers. We may modify the terms of a loan to comply with changes in applicable law. Various mandatory repayment requirements apply to loans, and failure to repay generally would result in income to you and the potential application of tax penalties. We urge you to consult with a qualified tax advisor prior to effecting a loan transaction under your Contract. We may apply additional restrictions or limitations on loans, and you must make loan requests in accordance with our administrative practices and loan request procedures in effect at the time you submit your request. Read the terms of the loan agreement before submitting any request. Any outstanding loan balance impacts the following: o Withdrawals and Charges: We determine amounts available for maximum withdrawal amounts, free partial withdrawals, systematic withdrawals and waiver of administrative charges by reducing the otherwise applicable amounts by the amount of any outstanding loan balance. o Death Benefits, Annuitization and Surrenders: We deduct the outstanding loan balance from any amounts otherwise payable and in determining the amount available for annuitization. o Riders: - Minimum Guaranteed Income Benefit ("MGIB") Rider. If you exercise the MGIB rider, we reduce the MGIB Base by an amount equal to the ratio of the outstanding loan balance to the contract value multiplied by the MGIB Base. - Minimum Guaranteed Withdrawal Benefit ("MGWB") Rider. The portion of the contract value used to pay off the outstanding loan balance will reduce the MGWB Withdrawal Account. We do not recommend the MGWB rider if loans are contemplated. Tax Sheltered Annuities - Distributions All distributions from Section 403(b) plans are taxed as received unless either of the following is true: o The distribution is rolled over to another plan eligible to receive rollovers or to a traditional individual retirement annuity/account (IRA) in accordance with the Tax Code; or o You made after-tax contributions to the plan. In this case, the amount will be taxed according to rules detailed in the Tax Code. Access - 133972 54 Generally, you must begin receiving distributions by April 1 of the calendar year following the calendar year in which you attain age 70 1/2 or retire, whichever occurs later, unless you had amounts under the contract as of December 31, 1986. In this case, distribution of these amounts generally must begin by the end of the calendar year in which you attain age 75 or retire, if later. The death benefit under the contract and also certain other contract benefits, such as the living benefits, may affect the amount of the required minimum distribution that must be taken. If you take any distributions in excess of the required minimum amount, then special rules require that some or all of the December 31, 1986 balance be distributed earlier. Tax Consequences of Enhanced Death Benefit The Contract offers a death benefit (including the benefit provided by the earnings multiplier benefit rider) that may exceed the greater of the premium payments and the contract value. It is possible that the IRS could characterize such a death benefit as an incidental death benefit. There are limitations on the amount of incidental benefits that may be provided under pension and profit sharing plans. In addition, the provision of such benefits may result in currently taxable income to participants. Also, as stated above, the presence of the death benefit, as well as certain other contract benefits, could affect the amount of required minimum distributions. Other Tax Consequences As noted above, the foregoing comments about the federal tax consequences under the Contracts are not exhaustive, and special rules are provided with respect to other tax situations not discussed in this prospectus. Further, the federal income tax consequences discussed herein reflect our understanding of current law, and the law may change. Federal estate and state and local estate, inheritance and other tax consequences of ownership or receipt of distributions under a Contract depend on the individual circumstances of each contract owner or recipient of the distribution. A competent tax adviser should be consulted for further information. Possible Changes in Taxation Although the likelihood of legislative change is uncertain, there is always the possibility that the tax treatment of the Contracts could change by legislation or other means. It is also possible that any change could be retroactive (that is, effective before the date of the change). You should consult a tax adviser with respect to legislative developments and their effect on the Contract. Federal Income Tax Withholding We will withhold and remit to the U.S. government a part of the taxable portion of each distribution made under a Contract unless the distributee notifies us at or before the time of the distribution that he or she elects not to have any amounts withheld. In certain circumstances, we may be required to withhold tax, as explained above. The withholding rates applicable to the taxable portion of periodic annuity payments (other than eligible rollover distributions) are the same as the withholding rates generally applicable to payments of wages. In addition, a 10% withholding rate applies to the taxable portion of non-periodic payments (including withdrawals prior to the annuity starting date) and conversions of, and rollovers from, non-Roth IRAs to Roth IRAs. Regardless of whether you elect not to have federal income tax withheld, you are still liable for payment of federal income tax on the taxable portion of the payment. As discussed above, the withholding rate applicable to eligible rollover distributions is 20%. Assignments Adverse tax consequences to the plan and/or to you may result if your beneficial interest in the contract is assigned or transferred to persons other than: a plan participant as a means to provide benefit payments; an alternate payee under a qualified domestic relations order in accordance with code section 414(p); or to the Company as collateral for a loan. Taxation of Company We are taxed as a life insurance company under the Tax Code. The Separate Account is not a separate entity from us. Therefore, it is not taxed separately as a "regulated investment company," but is taxed as part of the Company. We automatically apply investment income and capital gains attributable to the separate account to Access - 133972 55 increase reserves under the contracts. Because of this, under existing federal tax law we believe that any such income and gains will not be taxed to the extent that such income and gains are applied to increase reserves under the contracts. In addition, any foreign tax credits attributable to the separate account will be first used to reduce any income taxes imposed on the separate account before being used by the Company. In summary, we do not expect that we will incur any federal income tax liability attributable to the separate account and we do not intend to make any provision for such taxes. However, changes in federal tax laws and/or their interpretation may result in our being taxed on income or gains attributable to the separate account. In this case, we may impose a charge against the separate account (with respect to some or all of the contracts) to set aside provisions to pay such taxes. We may deduct this amount from the separate account, including from your account value invested in the subaccounts. Access - 133972 56 This page intentionally left blank. Access - 133972 57 - -------------------------------------------------------------------------------- STATEMENT OF ADDITIONAL INFORMATION - -------------------------------------------------------------------------------- Table of Contents Item Introduction Description of ING USA Annuity and Life Insurance Company Safekeeping of Assets The Administrator Independent Auditors Distribution of Contracts Performance Information IRA Partial Withdrawal Option Other Information Financial Statements of ING USA Annuity and Life Insurance Company (formerly Golden American Life Insurance Company) Financial Statements of ING USA Annuity and Life Insurance Company Separate Account B (formerly Golden American Separate Account B) Please tear off, complete and return the form below to order a free Statement of Additional Information for the Contracts offered under the prospectus. Send the form to our Customer Service Center at the address shown on the prospectus cover. - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - PLEASE SEND ME A FREE COPY OF THE STATEMENT OF ADDITIONAL INFORMATION FOR SEPARATE ACCOUNT B. Please Print or Type: -------------------------------------------------- Name -------------------------------------------------- Social Security Number -------------------------------------------------- Street Address -------------------------------------------------- City, State, Zip Access - 133972 12/22/2004 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Access - 133972 SAI-1 This page intentionally left blank. - -------------------------------------------------------------------------------- APPENDIX A - -------------------------------------------------------------------------------- CONDENSED FINANCIAL INFORMATION Except for subaccounts which did not commence operations as of December 31, 2003, the following tables give (1) the accumulation unit value ("AUV") at the beginning of the period, (2) the AUV at the end of the period and (3) the total number of accumulation units outstanding at the end of the period for each subaccount of ING USA Separate Account B (formerly Golden American Separate Account B) available under the Contract for the indicated periods.
2003 2002 2001 2000 1999 --------------------------------------------------------------------------- SEPARATE ACCOUNT ANNUAL CHARGES OF 1.40% AIM VI DENT DEMOGRAPHIC TRENDS AUV at Beginning of Period $7.34 $10.99 $10.00 (11) AUV at End of Period $9.94 $7.34 $10.99 Number of Accumulation Units Outstanding at End of Period 756,657 218,094 16,786 COLONIAL SMALL CAP VALUE AUV at Beginning of Period $10.00 (16) AUV at End of Period $13.85 Number of Accumulation Units Outstanding at End of Period 368,372 FIDELITY(R) VIP EQUITY--INCOME AUV at Beginning of Period $7.83 $9.59 $10.00 (12) AUV at End of Period $10.04 $7.83 $9.59 Number of Accumulation Units Outstanding at End of Period 2,275,054 478,395 FIDELITY(R) VIP GROWTH AUV at Beginning of Period $6.37 $9.27 $10.00 (12) AUV at End of Period $8.33 $6.37 $9.27 Number of Accumulation Units Outstanding at End of Period 3,326,845 523,176 ING AIM MID CAP GROWTH AUV at Beginning of Period $9.91 $14.71 $18.92 $21.92 $14.23 AUV at End of Period $14.08 $9.91 $14.71 $18.92 $21.92 Number of Accumulation Units Outstanding at End of Period 2,884,535 2,906,118 3,787,157 4,824,609 2,450,796 ING ALLIANCE MID CAP GROWTH AUV at Beginning of Period $10.10 $14.64 $17.21 $21.06 $17.01 AUV at End of Period $16.63 $10.10 $14.64 $17.21 $21.06 Number of Accumulation Units Outstanding at End of Period 5,531,902 5,368,761 6,450,280 6,881,891 5,870,533 ING AMERICAN FUNDS GROWTH AUV at Beginning of Period $10.00 (14) AUV at End of Period $10.77 Number of Accumulation Units Outstanding at End of Period 1,647,654 ING AMERICAN FUNDS GROWTH-INCOME AUV at Beginning of Period $10.00 (14) AUV at End of Period $10.99 Number of Accumulation Units Outstanding at End of Period 1,032,491 ING AMERICAN FUNDS INTERNATIONAL AUV at Beginning of Period $10.00 (14) AUV at End of Period $11.62 Number of Accumulation Units Outstanding at End of Period 589,077 ING CAPITAL GUARDIAN LARGE CAP VALUE AUV at Beginning of Period $7.53 $10.02 $10.55 $10.00 (7) AUV at End of Period $10.15 $7.53 $10.02 $10.55 Number of Accumulation Units Outstanding at End of Period 6,231,900 4,513,819 3,900,663 2,138,069 1998 1997 1996 1995 -------------------------------------------------------------- SEPARATE ACCOUNT ANNUAL CHARGES OF 1.40% AIM VI DENT DEMOGRAPHIC TRENDS AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period COLONIAL SMALL CAP VALUE AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period FIDELITY(R) VIP EQUITY--INCOME AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period FIDELITY(R) VIP GROWTH AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period ING AIM MID CAP GROWTH AUV at Beginning of Period $14.31 $11.78 $10.01 $10.00 (1) AUV at End of Period $14.23 $14.31 $11.78 $10.01 Number of Accumulation Units Outstanding at End of Period 1,105,850 554,068 231,567 47,478 ING ALLIANCE MID CAP GROWTH AUV at Beginning of Period $15.41 $12.49 $10.00 (3) AUV at End of Period $17.01 $15.41 $12.49 Number of Accumulation Units Outstanding at End of Period 3,297,314 438,636 38,037 ING AMERICAN FUNDS GROWTH AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period ING AMERICAN FUNDS GROWTH-INCOME AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period ING AMERICAN FUNDS INTERNATIONAL AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period ING CAPITAL GUARDIAN LARGE CAP VALUE AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period
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2003 2002 2001 2000 1999 ------------------------------------------------------------------------------ ING CAPITAL GUARDIAN MANAGED GLOBAL AUV at Beginning of Period $13.80 $17.54 $20.19 $23.97 $14.88 AUV at End of Period $18.55 $13.80 $17.54 $20.19 $23.97 Number of Accumulation Units Outstanding at End of Period 2,320,224 1,965,666 1,757,559 1,348,844 676,402 ING CAPITAL GUARDIAN SMALL CAP AUV at Beginning of Period $13.14 $17.87 $18.40 $22.82 $15.37 AUV at End of Period $18.19 $13.14 $17.87 $18.40 $22.82 Number of Accumulation Units Outstanding at End of Period 5,701,159 5,592,680 7,129,680 6,884,892 5,053,919 ING DEVELOPING WORLD AUV at Beginning of Period $6.23 $7.08 $7.58 $11.61 $7.28 AUV at End of Period $9.01 $6.23 $7.08 $7.58 $11.61 Number of Accumulation Units Outstanding at End of Period 2,328,297 1,925,891 2,270,962 2,014,772 2,133,907 ING EAGLE ASSET VALUE EQUITY AUV at Beginning of Period $15.00 $18.34 $19.46 $18.14 $18.31 AUV at End of Period $18.52 $15.00 $18.34 $19.46 $18.14 Number of Accumulation Units Outstanding at End of Period 2,181,501 2,314,070 2,404,425 2,586,368 1,825,971 ING FMR(SM) DIVERSIFIED MID--CAP AUV at Beginning of Period $7.23 $9.09 $9.88 $10.00 (9) AUV at End of Period $9.52 $7.23 $9.09 $9.88 Number of Accumulation Units Outstanding at End of Period 2,137,834 1,436,694 685,331 290,230 ING GOLDMAN SACHS INTERNET TOLLKEEPER AUV at Beginning of Period $4.65 $7.62 $10.00 (10) AUV at End of Period $6.46 $4.65 $7.62 Number of Accumulation Units Outstanding at End of Period 976,839 387,486 47,818 ING HARD ASSETS AUV at Beginning of Period $14.05 $14.14 $16.32 $17.37 $14.28 AUV at End of Period $21.09 $14.05 $14.14 $16.32 $17.37 Number of Accumulation Units Outstanding at End of Period 742,286 575,255 295,871 309,819 355,052 ING INTERNATIONAL EQUITY AUV at Beginning of Period $7.16 $8.66 $11.37 $15.57 $10.29 AUV at End of Period $9.12 $7.16 $8.66 $11.37 $15.57 Number of Accumulation Units Outstanding at End of Period 3,949,927 4,449,069 5,060,321 5,535,477 4,666,041 ING JANUS GROWTH AND INCOME AUV at Beginning of Period $7.05 $8.87 $9.94 $10.00 (9) AUV at End of Period $8.52 $7.05 $8.87 $9.94 Number of Accumulation Units Outstanding at End of Period 2,887,495 1,676,923 1,073,857 274,785 ING JANUS SPECIAL EQUITY AUV at Beginning of Period $6.08 $8.32 $8.89 $10.00 (9) AUV at End of Period $9.01 $6.08 $8.32 $8.89 Number of Accumulation Units Outstanding at End of Period 856,121 464,522 368,091 121,670 ING JENNISON EQUITY OPPORTUNITIES AUV at Beginning of Period $15.06 $21.60 $25.17 $30.11 $24.50 AUV at End of Period $19.47 $15.06 $21.60 $25.17 $30.11 Number of Accumulation Units Outstanding at End of Period 2,581,561 2,929,610 3,606,212 3,626,696 2,412,721 ING JP MORGAN FLEMING INTERNATIONAL AUV at Beginning of Period $10.00 (14) AUV at End of Period $11.87 Number of Accumulation Units Outstanding at End of Period 75,922 ING JP MORGAN FLEMING SMALLCAP AUV at Beginning of Period $7.85 $10.00 (12) AUV at End of Period $10.38 $7.85 Number of Accumulation Units Outstanding at End of Period 824,986 169,670 ING JULIUS BAER FOREIGN AUV at Beginning of Period $8.22 $10.00 (12) AUV at End of Period $10.64 $8.22 Number of Accumulation Units Outstanding at End of Period 506,335 72,898 1998 1997 1996 1995 -------------------------------------------------------------- ING CAPITAL GUARDIAN MANAGED GLOBAL AUV at Beginning of Period $11.67 $10.55 $9.53 $9.28 (1) AUV at End of Period $14.88 $11.67 $10.55 $9.53 Number of Accumulation Units Outstanding at End of Period 610,300 443,665 231,774 ING CAPITAL GUARDIAN SMALL CAP AUV at Beginning of Period $12.88 $11.84 $10.00 $10.00 (2) AUV at End of Period $15.37 $12.88 $11.84 $10.00 Number of Accumulation Units Outstanding at End of Period 2,476,498 559,014 227,347 -- ING DEVELOPING WORLD AUV at Beginning of Period $10.00 (6) AUV at End of Period $7.28 Number of Accumulation Units Outstanding at End of Period 417,221 ING EAGLE ASSET VALUE EQUITY AUV at Beginning of Period $18.28 $14.57 $13.36 $12.41 (1) AUV at End of Period $18.31 $18.28 $14.57 $13.36 Number of Accumulation Units Outstanding at End of Period 1,415,540 469,649 249,994 23,394 ING FMR(SM) DIVERSIFIED MID--CAP AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period ING GOLDMAN SACHS INTERNET TOLLKEEPER AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period ING HARD ASSETS AUV at Beginning of Period $20.57 $19.65 $14.96 $14.71 (1) AUV at End of Period $14.28 $20.57 $19.65 $14.96 Number of Accumulation Units Outstanding at End of Period 258,034 90,379 43,232 2,847 ING INTERNATIONAL EQUITY AUV at Beginning of Period $9.90 $10.28 (5) AUV at End of Period $10.29 $9.90 Number of Accumulation Units Outstanding at End of Period 2,422,075 90,783 ING JANUS GROWTH AND INCOME AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period ING JANUS SPECIAL EQUITY AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period ING JENNISON EQUITY OPPORTUNITIES AUV at Beginning of Period $22.05 $17.34 $14.63 $14.23 (1) AUV at End of Period $24.50 $22.05 $17.34 $14.63 Number of Accumulation Units Outstanding at End of Period 1,342,756 312,229 174,592 16,369 ING JP MORGAN FLEMING INTERNATIONAL AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period ING JP MORGAN FLEMING SMALLCAP AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period ING JULIUS BAER FOREIGN AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period
Access - 133972 A2
2003 2002 2001 2000 1999 ------------------------------------------------------------------------------ ING LIMITED MATURITY BOND AUV at Beginning of Period $20.16 $19.06 $17.76 $16.72 $16.77 AUV at End of Period $20.44 $20.16 $19.06 $17.76 $16.72 Number of Accumulation Units Outstanding at End of Period 5,262,645 6,261,694 4,325,602 3,621,501 2,938,050 ING LIQUID ASSETS AUV at Beginning of Period $15.84 $15.84 $15.47 $14.79 $14.33 AUV at End of Period $15.74 $15.84 $15.84 $15.47 $14.79 Number of Accumulation Units Outstanding at End of Period 7,879,356 12,089,799 14,053,316 14,214,982 13,701,796 ING MARSICO GROWTH AUV at Beginning of Period $10.52 $15.14 $22.02 $28.62 $16.29 AUV at End of Period $13.76 $10.52 $15.14 $22.02 $28.62 Number of Accumulation Units Outstanding at End of Period 11,921,200 12,372,395 16,739,731 18,211,995 14,289,972 ING MERCURY FOCUS VALUE AUV at Beginning of Period $8.37 $10.00 (12) AUV at End of Period $10.83 $8.37 Number of Accumulation Units Outstanding at End of Period 289,419 93,268 ING MERCURY FUNDAMENTAL GROWTH AUV at Beginning of Period $7.97 $10.00 (12) AUV at End of Period $9.98 $7.97 Number of Accumulation Units Outstanding at End of Period 158,396 44,773 ING MFS MID CAP GROWTH AUV at Beginning of Period $16.05 $31.80 $42.23 $39.59 $22.43 AUV at End of Period $22.02 $16.05 $31.80 $42.23 $39.59 Number of Accumulation Units Outstanding at End of Period 5,278,479 5,485,147 6,612,249 7,313,425 4,873,150 ING MFS RESEARCH AUV at Beginning of Period $15.14 $20.44 $26.39 $28.04 $22.89 AUV at End of Period $18.60 $15.14 $20.44 $26.39 $28.04 Number of Accumulation Units Outstanding at End of Period 5,432,937 5,913,309 7,316,946 8,149,686 6,431,949 ING MFS TOTAL RETURN AUV at Beginning of Period $19.23 $20.56 $20.75 $18.06 $17.72 AUV at End of Period $22.14 $19.23 $20.56 $20.75 $18.06 Number of Accumulation Units Outstanding at End of Period 9,215,693 9,138,045 9,253,396 9,222,565 8,274,090 ING PIMCO CORE BOND AUV at Beginning of Period $12.71 $11.86 $11.74 $11.79 $13.09 AUV at End of Period $13.12 $12.71 $11.86 $11.74 $11.79 Number of Accumulation Units Outstanding at End of Period 5,369,915 4,410,375 1,669,195 1,224,547 753,003 ING SALOMON BROTHERS AGGRESSIVE GROWTH AUV at Beginning of Period $10.00 (14) AUV at End of Period $10.82 Number of Accumulation Units Outstanding at End of Period 100,971 ING SALOMON BROTHERS ALL CAP AUV at Beginning of Period $8.55 $11.65 $11.59 $10.00 (7) AUV at End of Period $11.71 $8.55 $11.65 $11.59 Number of Accumulation Units Outstanding at End of Period 4,510,818 3,519,149 4,280,223 2,182,516 ING SALOMON BROTHERS INVESTORS AUV at Beginning of Period $8.07 $10.63 $11.26 $10.00 (7) AUV at End of Period $10.45 $8.07 $10.63 $11.26 Number of Accumulation Units Outstanding at End of Period 1,526,538 1,177,892 952,473 539,461 ING T. ROWE PRICE CAPITAL APPRECIATION AUV at Beginning of Period $27.96 $28.22 $26.04 $21.65 $20.53 AUV at End of Period $34.52 $27.96 $28.22 $26.04 $21.65 Number of Accumulation Units Outstanding at End of Period 6,071,997 5,326,018 4,592,780 3,264,322 2,546,589 1998 1997 1996 1995 -------------------------------------------------------------- ING LIMITED MATURITY BOND AUV at Beginning of Period $15.91 $15.13 $14.71 $14.35 (1) AUV at End of Period $16.77 $15.91 $15.13 $14.71 Number of Accumulation Units Outstanding at End of Period 1,557,946 133,461 46,293 11,834 ING LIQUID ASSETS AUV at Beginning of Period $13.83 $13.35 $12.89 $12.76 (1) AUV at End of Period $14.33 $13.83 $13.35 $12.89 Number of Accumulation Units Outstanding at End of Period 3,587,644 353,076 84,960 62,084 ING MARSICO GROWTH AUV at Beginning of Period $13.03 $11.42 $10.00 (4) AUV at End of Period $16.29 $13.03 $11.42 Number of Accumulation Units Outstanding at End of Period 3,293,705 343,006 ING MERCURY FOCUS VALUE AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period ING MERCURY FUNDAMENTAL GROWTH AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period ING MFS MID CAP GROWTH AUV at Beginning of Period $18.52 $15.70 $13.21 $12.95 (3) AUV at End of Period $22.43 $18.52 $15.70 $13.21 Number of Accumulation Units Outstanding at End of Period 1,905,009 177,125 28,223 ING MFS RESEARCH AUV at Beginning of Period $18.87 $15.93 $13.10 $12.25 (4) AUV at End of Period $22.89 $18.87 $15.93 $13.10 Number of Accumulation Units Outstanding at End of Period 3,902,975 268,126 ING MFS TOTAL RETURN AUV at Beginning of Period $16.10 $13.51 $12.05 $11.41 (4) AUV at End of Period $17.72 $16.10 $13.51 $12.05 Number of Accumulation Units Outstanding at End of Period 3,982,961 286,032 ING PIMCO CORE BOND AUV at Beginning of Period $11.87 $11.96 $11.55 $11.20 (6) AUV at End of Period $13.09 $11.87 $11.96 $11.55 Number of Accumulation Units Outstanding at End of Period 396,067 10,655 ING SALOMON BROTHERS AGGRESSIVE GROWTH AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period ING SALOMON BROTHERS ALL CAP AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period ING SALOMON BROTHERS INVESTORS AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period ING T. ROWE PRICE CAPITAL APPRECIATION AUV at Beginning of Period $19.66 $17.29 $15.07 $14.62 (1) AUV at End of Period $20.53 $19.66 $17.29 $15.07 Number of Accumulation Units Outstanding at End of Period 1,628,158 414,805 173,475 13,988
Access - 133972 A3
2003 2002 2001 2000 1999 ------------------------------------------------------------------------------ ING T. ROWE PRICE EQUITY INCOME AUV at Beginning of Period $20.45 $23.90 $23.91 $21.47 $21.94 AUV at End of Period $25.24 $20.45 $23.90 $23.91 $21.47 Number of Accumulation Units Outstanding at End of Period 3,283,741 2,796,772 3,366,042 2,309,478 2,014,454 ING UBS U.S. BALANCED AUV at Beginning of Period $7.26 (16) AUV at End of Period $8.45 Number of Accumulation Units Outstanding at End of Period 870,957 ING VAN KAMPEN EQUITY GROWTH AUV at Beginning of Period $7.82 $10.00 (12) AUV at End of Period $9.54 $7.82 Number of Accumulation Units Outstanding at End of Period 349,933 124,181 ING VAN KAMPEN GLOBAL FRANCHISE AUV at Beginning of Period $8.85 $10.00 (12) AUV at End of Period $11.01 $8.85 Number of Accumulation Units Outstanding at End of Period 758,774 220,958 ING VAN KAMPEN GROWTH & INCOME AUV at Beginning of Period $18.19 $21.65 $24.94 $25.83 $22.61 AUV at End of Period $22.94 $18.19 $21.65 $24.94 $25.83 Number of Accumulation Units Outstanding at End of Period 5,707,684 6,183,621 7,290,571 8,035,274 7,496,161 ING VAN KAMPEN REAL ESTATE AUV at Beginning of Period $28.06 $28.40 $26.64 $20.62 $21.74 AUV at End of Period $38.11 $28.06 $28.40 $26.64 $20.62 Number of Accumulation Units Outstanding at End of Period 1,388,196 1,167,176 887,731 1,006,919 534,577 ING VP BOND PORTFOLIO AUV at Beginning of Period $10.64 $10.00 (12) AUV at End of Period $11.13 $10.64 Number of Accumulation Units Outstanding at End of Period 1,026,869 719,279 ING VP GROWTH OPPORTUNITIES AUV at Beginning of Period $5.26 $7.79 $10.00 (10) AUV at End of Period $6.87 $5.26 $7.79 Number of Accumulation Units Outstanding at End of Period 351,904 143,307 82,839 ING VP INDEX PLUS LARGE CAP AUV at Beginning of Period $10.00 (13) AUV at End of Period $8.98 Number of Accumulation Units Outstanding at End of Period 494,773 ING VP MAGNACAP AUV at Beginning of Period $7.10 $9.35 $10.00 (10) AUV at End of Period $9.15 $7.10 $9.35 Number of Accumulation Units Outstanding at End of Period 337,837 211,733 38,846 ING VP SMALLCAP OPPORTUNITIES AUV at Beginning of Period $4.62 $8.33 $10.00 (10) AUV at End of Period $6.31 $4.62 $8.33 Number of Accumulation Units Outstanding at End of Period 1,851,941 774,557 180,638 ING VP WORLDWIDE GROWTH AUV at Beginning of Period $5.21 $7.02 $8.75 $10.00 (8) AUV at End of Period $6.63 $5.21 $7.02 $8.75 Number of Accumulation Units Outstanding at End of Period 797,575 467,247 306,137 110,552 INVESCO VIF HEALTH SCIENCES AUV at Beginning of Period $7.65 $10.27 $10.00 (11) AUV at End of Period $9.64 $7.65 $10.27 Number of Accumulation Units Outstanding at End of Period 1,026,392 351,424 20,414 INVESCO VIF LEISURE FUND AUV at Beginning of Period $8.44 $10.00 (12) AUV at End of Period $10.71 $8.44 Number of Accumulation Units Outstanding at End of Period 355,401 69,607 1998 1997 1996 1995 -------------------------------------------------------------- ING T. ROWE PRICE EQUITY INCOME AUV at Beginning of Period $20.55 $17.75 $16.55 $15.94 (1) AUV at End of Period $21.94 $20.55 $17.75 $16.55 Number of Accumulation Units Outstanding at End of Period 800,490 255,396 150,732 21,073 ING UBS U.S. BALANCED AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period ING VAN KAMPEN EQUITY GROWTH AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period ING VAN KAMPEN GLOBAL FRANCHISE AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period ING VAN KAMPEN GROWTH & INCOME AUV at Beginning of Period $20.09 $15.69 $13.19 $12.12 (1) AUV at End of Period $22.61 $20.09 $15.69 $13.19 Number of Accumulation Units Outstanding at End of Period 4,591,471 853,473 355,191 36,100 ING VAN KAMPEN REAL ESTATE AUV at Beginning of Period $25.48 $21.04 $15.78 $14.91 (1) AUV at End of Period $21.74 $25.48 $21.04 $15.78 Number of Accumulation Units Outstanding at End of Period 436,867 135,993 42,710 2,910 ING VP BOND PORTFOLIO AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period ING VP GROWTH OPPORTUNITIES AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period ING VP INDEX PLUS LARGE CAP AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period ING VP MAGNACAP AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period ING VP SMALLCAP OPPORTUNITIES AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period ING VP WORLDWIDE GROWTH AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period INVESCO VIF HEALTH SCIENCES AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period INVESCO VIF LEISURE FUND AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period
Access - 133972 A4
2003 2002 2001 2000 1999 ------------------------------------------------------------------------------ INVESCO VIF--FINANCIAL SERVICES AUV at Beginning of Period $7.86 $9.37 $10.00 (11) AUV at End of Period $10.04 $7.86 $9.37 Number of Accumulation Units Outstanding at End of Period 803,207 584,089 28,966 INVESCO VIF--UTILITIES AUV at Beginning of Period $6.37 $8.11 $10.00 (11) AUV at End of Period $7.38 $6.37 $8.11 Number of Accumulation Units Outstanding at End of Period 310,305 127,145 5,341 JENNISON PORTFOLIO AUV at Beginning of Period $4.27 $6.30 $7.85 $10.00 (11) AUV at End of Period $5.46 $4.27 $6.30 $7.85 Number of Accumulation Units Outstanding at End of Period 1,124,696 1,009,408 1,264,693 194,916 PIMCO HIGH YIELD PORTFOLIO AUV at Beginning of Period $9.84 $10.10 $10.01 $10.24 $10.08 AUV at End of Period $11.92 $9.84 $10.10 $10.01 $10.24 Number of Accumulation Units Outstanding at End of Period 8,588,671 6,193,058 5,836,177 5,140,416 5,053,972 PIMCO STOCKSPLUS GROWTH & INCOME AUV at Beginning of Period $8.05 $10.23 $11.72 $13.13 $11.11 AUV at End of Period $10.35 $8.05 $10.23 $11.72 $13.13 Number of Accumulation Units Outstanding at End of Period 3,653,649 4,911,149 5,825,877 6,006,923 4,797,771 PIONEER FUND VCT AUV at Beginning of Period $7.47 $9.39 $10.00 (11) AUV at End of Period $9.09 $7.47 $9.39 Number of Accumulation Units Outstanding at End of Period 928,547 291,461 27,047 PIONEER MID CAP VALUE AUV at Beginning of Period $9.36 $10.72 $10.00 (11) AUV at End of Period $12.66 $9.36 $10.72 Number of Accumulation Units Outstanding at End of Period 2,142,901 983,243 170,276 PROFUND VP BULL AUV at Beginning of Period $6.67 $8.90 $10.00 (10) AUV at End of Period $8.26 $6.67 $8.90 Number of Accumulation Units Outstanding at End of Period 1,824,762 1,231,933 805,047 PROFUND VP EUROPE 30 AUV at Beginning of Period $6.05 $8.27 $10.00 (10) AUV at End of Period $8.28 $6.05 $8.27 Number of Accumulation Units Outstanding at End of Period 648,934 257,910 8,429 PROFUND VP RISING RATES OPPORTUNITY AUV at Beginning of Period $10.00 (15) AUV at End of Period $9.37 Number of Accumulation Units Outstanding at End of Period 98,866 PROFUND VP SMALL CAP AUV at Beginning of Period $7.21 $9.43 $10.00 (10) AUV at End of Period $10.15 $7.21 $9.43 Number of Accumulation Units Outstanding at End of Period 2,307,338 1,755,936 1,134,989 SP JENNISON INTERNATIONAL GROWTH AUV at Beginning of Period $4.12 $5.41 $8.56 $10.00 (9) AUV at End of Period $5.65 $4.12 $5.41 $8.56 Number of Accumulation Units Outstanding at End of Period 1,723,767 535,933 294,591 65,551 1998 1997 1996 1995 -------------------------------------------------------------- INVESCO VIF--FINANCIAL SERVICES AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period INVESCO VIF--UTILITIES AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period JENNISON PORTFOLIO AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period PIMCO HIGH YIELD PORTFOLIO AUV at Beginning of Period $10.00 (6) AUV at End of Period $10.08 Number of Accumulation Units Outstanding at End of Period 1,630,971 PIMCO STOCKSPLUS GROWTH & INCOME AUV at Beginning of Period $10.00 (6) AUV at End of Period $11.11 Number of Accumulation Units Outstanding at End of Period 1,527,698 PIONEER FUND VCT AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period PIONEER MID CAP VALUE AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period PROFUND VP BULL AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period PROFUND VP EUROPE 30 AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period PROFUND VP RISING RATES OPPORTUNITY AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period PROFUND VP SMALL CAP AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period SP JENNISON INTERNATIONAL GROWTH AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period
FOOTNOTES (1) Fund First Available during October 1995 (13) Fund First Available during August 2003 (2) Fund First Available during January 1996 (14) Fund First Available during September 2003 (3) Fund First Available during September 1996 (15) Fund First Available during October 2003 (4) Fund First Available during February 1997 (16) Fund First Available during November 2003 (5) Fund First Available during October 1997 (6) Fund First Available during May 1998 (7) Fund First Available during February 2000 (8) Fund First Available during May 2000 (9) Fund First Available during October 2000 (10) Fund First Available during May 2001 (11) Fund First Available during November 2001 (12) Fund First Available during May 2002
Access - 133972 A5
2003 2002 2001 2000 -------------------------------------------------------------------- SEPARATE ACCOUNT ANNUAL CHARGES OF 1.45% AIM VI DENT DEMOGRAPHIC TRENDS AUV at Beginning of Period $7.34 $10.99 $10.00 (5) AUV at End of Period $9.93 $7.34 $10.99 Number of Accumulation Units Outstanding at End of Period 1,009,538 226,139 23,503 COLONIAL SMALL CAP VALUE AUV at Beginning of Period $10.00 (14) AUV at End of Period $13.85 Number of Accumulation Units Outstanding at End of Period 504,034 FIDELITY(R) VIP EQUITY--INCOME AUV at Beginning of Period $7.83 $9.59 $10.00 (7) AUV at End of Period $10.03 $7.83 $9.59 Number of Accumulation Units Outstanding at End of Period 2,445,416 321,872 FIDELITY(R) VIP GROWTH AUV at Beginning of Period $6.37 $9.27 $10.00 (7) AUV at End of Period $8.32 $6.37 $9.27 Number of Accumulation Units Outstanding at End of Period 3,789,443 534,403 ING AIM MID CAP GROWTH AUV at Beginning of Period $9.86 $14.64 $18.85 $21.70 (1) AUV at End of Period $14.01 $9.86 $14.64 $18.85 Number of Accumulation Units Outstanding at End of Period 2,190,339 1,870,965 2,160,544 1,797,957 ING ALLIANCE MID CAP GROWTH AUV at Beginning of Period $10.06 $14.59 $17.17 $20.13 (1) AUV at End of Period $16.56 $10.06 $14.59 $17.17 Number of Accumulation Units Outstanding at End of Period 2,956,816 1,918,853 1,780,512 1,239,023 ING AMERICAN FUNDS GROWTH AUV at Beginning of Period $10.00 (12) AUV at End of Period $10.77 Number of Accumulation Units Outstanding at End of Period 1,864,132 ING AMERICAN FUNDS GROWTH-INCOME AUV at Beginning of Period $10.00 (12) AUV at End of Period $10.99 Number of Accumulation Units Outstanding at End of Period 1,348,350 ING AMERICAN FUNDS INTERNATIONAL AUV at Beginning of Period $10.00 (12) AUV at End of Period $11.62 Number of Accumulation Units Outstanding at End of Period 641,852 ING CAPITAL GUARDIAN LARGE CAP VALUE AUV at Beginning of Period $7.52 $10.01 $10.54 $10.00 (1) AUV at End of Period $10.13 $7.52 $10.01 $10.54 Number of Accumulation Units Outstanding at End of Period 9,374,553 6,465,467 4,561,875 1,537,946
Access - 133972 A6
2003 2002 2001 2000 -------------------------------------------------------------------- ING CAPITAL GUARDIAN MANAGED GLOBAL AUV at Beginning of Period $13.71 $17.43 $20.08 $22.29 (1) AUV at End of Period $18.42 $13.71 $17.43 $20.08 Number of Accumulation Units Outstanding at End of Period 2,876,283 2,246,287 1,775,926 965,140 ING CAPITAL GUARDIAN SMALL CAP AUV at Beginning of Period $13.09 $17.82 $18.35 $23.69 (1) AUV at End of Period $18.11 $13.09 $17.82 $18.35 Number of Accumulation Units Outstanding at End of Period 3,883,332 2,987,431 2,714,045 1,586,595 ING DEVELOPING WORLD AUV at Beginning of Period $6.22 $7.07 $7.57 $11.66 (1) AUV at End of Period $8.99 $6.22 $7.07 $7.57 Number of Accumulation Units Outstanding at End of Period 1,925,674 1,365,017 1,495,431 760,058 ING EAGLE ASSET VALUE EQUITY AUV at Beginning of Period $14.92 $18.25 $19.38 $17.48 (1) AUV at End of Period $18.41 $14.92 $18.25 $19.38 Number of Accumulation Units Outstanding at End of Period 1,303,905 1,201,589 833,753 472,034 ING FMR(SM) DIVERSIFIED MID--CAP AUV at Beginning of Period $7.22 $9.09 $9.88 $10.00 (3) AUV at End of Period $9.50 $7.22 $9.09 $9.88 Number of Accumulation Units Outstanding at End of Period 2,850,229 1,947,601 959,092 131,431 ING GET FUND -- SERIES V AUV at Beginning of Period $10.00 (11) AUV at End of Period $9.73 Number of Accumulation Units Outstanding at End of Period 9,202,842 ING GET U.S. CORE PORTFOLIO - SERIES 1 AUV at Beginning of Period $10.00 (11) AUV at End of Period $10.25 Number of Accumulation Units Outstanding at End of Period 6,174,490 ING GOLDMAN SACHS INTERNET TOLLKEEPER AUV at Beginning of Period $4.64 $7.61 $10.00 (4) AUV at End of Period $6.45 $4.64 $7.61 Number of Accumulation Units Outstanding at End of Period 1,534,119 519,244 89,535 ING HARD ASSETS AUV at Beginning of Period $13.94 $14.03 $16.20 $16.12 (1) AUV at End of Period $20.91 $13.94 $14.03 $16.20 Number of Accumulation Units Outstanding at End of Period 826,628 436,185 144,214 57,353 ING INTERNATIONAL EQUITY AUV at Beginning of Period $7.19 $8.70 $11.43 $15.02 (6) AUV at End of Period $9.15 $7.19 $8.70 $11.43 Number of Accumulation Units Outstanding at End of Period 2,278,889 1,834,152 1,624,384 1,257,278 ING JANUS GROWTH AND INCOME AUV at Beginning of Period $7.04 $8.87 $9.94 $10.00 (3) AUV at End of Period $8.50 $7.04 $8.87 $9.94 Number of Accumulation Units Outstanding at End of Period 4,499,898 2,831,574 1,698,201 170,460 ING JANUS SPECIAL EQUITY AUV at Beginning of Period $6.07 $8.32 $8.89 $10.00 (3) AUV at End of Period $9.00 $6.07 $8.32 $8.89 Number of Accumulation Units Outstanding at End of Period 934,004 610,059 538,057 76,347
Access - 133972 A7
2003 2002 2001 2000 -------------------------------------------------------------------- ING JENNISON EQUITY OPPORTUNITIES AUV at Beginning of Period $14.96 $21.46 $25.03 $29.44 (1) AUV at End of Period $19.33 $14.96 $21.46 $25.03 Number of Accumulation Units Outstanding at End of Period 1,900,374 1,951,375 1,862,499 1,210,622 ING JP MORGAN FLEMING INTERNATIONAL AUV at Beginning of Period $10.00 (12) AUV at End of Period $11.87 Number of Accumulation Units Outstanding at End of Period 77,955 ING JP MORGAN FLEMING SMALLCAP AUV at Beginning of Period $7.84 $10.00 (7) AUV at End of Period $10.37 $7.84 Number of Accumulation Units Outstanding at End of Period 1,251,726 209,858 ING JULIUS BAER FOREIGN AUV at Beginning of Period $8.22 $10.00 (7) AUV at End of Period $10.63 $8.22 Number of Accumulation Units Outstanding at End of Period 502,551 106,211 ING LIMITED MATURITY BOND AUV at Beginning of Period $19.95 $18.88 $17.60 $16.56 (1) AUV at End of Period $20.22 $19.95 $18.88 $17.60 Number of Accumulation Units Outstanding at End of Period 4,019,585 3,840,533 2,416,706 849,473 ING LIQUID ASSETS AUV at Beginning of Period $15.66 $15.67 $15.31 $14.70 (1) AUV at End of Period $15.55 $15.66 $15.67 $15.31 Number of Accumulation Units Outstanding at End of Period 9,522,307 10,877,063 12,017,917 7,270,477 ING MARSICO GROWTH AUV at Beginning of Period $10.48 $15.10 $21.96 $29.12 (1) AUV at End of Period $13.71 $10.48 $15.10 $21.96 Number of Accumulation Units Outstanding at End of Period 6,824,703 5,599,657 6,476,226 4,730,311 ING MERCURY FOCUS VALUE AUV at Beginning of Period $8.37 $10.00 (7) AUV at End of Period $10.82 $8.37 Number of Accumulation Units Outstanding at End of Period 392,802 91,571 ING MERCURY FUNDAMENTAL GROWTH AUV at Beginning of Period $7.97 $10.00 (7) AUV at End of Period $9.97 $7.97 Number of Accumulation Units Outstanding at End of Period 237,787 27,664 ING MFS MID CAP GROWTH AUV at Beginning of Period $16.01 $31.73 $42.16 $38.56 (1) AUV at End of Period $21.95 $16.01 $31.73 $42.16 Number of Accumulation Units Outstanding at End of Period 3,776,334 3,084,372 3,144,090 1,992,588 ING MFS RESEARCH AUV at Beginning of Period $15.07 $20.35 $26.30 $26.94 (1) AUV at End of Period $18.50 $15.07 $20.35 $26.30 Number of Accumulation Units Outstanding at End of Period 2,836,831 2,475,752 2,427,133 1,500,906 ING MFS TOTAL RETURN AUV at Beginning of Period $19.15 $20.47 $20.68 $17.46 (1) AUV at End of Period $22.03 $19.15 $20.47 $20.68 Number of Accumulation Units Outstanding at End of Period 6,645,212 4,962,123 3,612,214 1,350,560
Access - 133972 A8
2003 2002 2001 2000 -------------------------------------------------------------------- ING PIMCO CORE BOND AUV at Beginning of Period $12.65 $11.81 $11.70 $11.44 (1) AUV at End of Period $13.06 $12.65 $11.81 $11.70 Number of Accumulation Units Outstanding at End of Period 6,415,052 4,516,490 1,400,922 381,139 ING SALOMON BROTHERS AGGRESSIVE GROWTH AUV at Beginning of Period $10.00 (12) (1) AUV at End of Period $10.81 Number of Accumulation Units Outstanding at End of Period 192,028 ING SALOMON BROTHERS ALL CAP AUV at Beginning of Period $8.54 $11.64 $11.59 $10.00 (1) AUV at End of Period $11.68 $8.54 $11.64 $11.59 Number of Accumulation Units Outstanding at End of Period 5,835,012 4,205,151 3,977,598 1,200,520 ING SALOMON BROTHERS INVESTORS AUV at Beginning of Period $8.06 $10.62 $11.26 $10.00 (1) AUV at End of Period $10.42 $8.06 $10.62 $11.26 Number of Accumulation Units Outstanding at End of Period 2,060,651 1,674,081 1,224,296 313,828 ING T. ROWE PRICE CAPITAL APPRECIATION AUV at Beginning of Period $27.72 $27.99 $25.84 $20.89 (1) AUV at End of Period $34.21 $27.72 $27.99 $25.84 Number of Accumulation Units Outstanding at End of Period 5,743,181 4,380,117 2,279,908 507,008 ING T. ROWE PRICE EQUITY INCOME AUV at Beginning of Period $20.28 $23.71 $23.74 $20.18 (1) AUV at End of Period $25.02 $20.28 $23.71 $23.74 Number of Accumulation Units Outstanding at End of Period 3,297,900 2,137,260 1,599,946 470,889 ING UBS U.S. BALANCED AUV at Beginning of Period $7.25 (14) AUV at End of Period $8.44 Number of Accumulation Units Outstanding at End of Period 1,411,580 ING VAN KAMPEN EQUITY GROWTH AUV at Beginning of Period $7.82 $10.00 (7) AUV at End of Period $9.53 $7.82 Number of Accumulation Units Outstanding at End of Period 566,448 115,969 ING VAN KAMPEN GLOBAL FRANCHISE AUV at Beginning of Period $8.84 $10.00 (7) AUV at End of Period $11.00 $8.84 Number of Accumulation Units Outstanding at End of Period 885,643 255,324 ING VAN KAMPEN GROWTH & INCOME AUV at Beginning of Period $18.08 $21.53 $24.81 $25.53 (1) AUV at End of Period $22.79 $18.08 $21.53 $24.81 Number of Accumulation Units Outstanding at End of Period 2,615,475 1,951,607 1,737,220 1,073,372 ING VAN KAMPEN REAL ESTATE AUV at Beginning of Period $27.82 $28.18 $26.44 $20.64 (1) AUV at End of Period $37.77 $27.82 $28.18 $26.44 Number of Accumulation Units Outstanding at End of Period 1,439,332 947,487 414,152 211,380 ING VP BOND PORTFOLIO AUV at Beginning of Period $10.64 $10.00 (7) AUV at End of Period $11.12 $10.64 Number of Accumulation Units Outstanding at End of Period 897,496 665,314 ING VP GROWTH OPPORTUNITIES AUV at Beginning of Period $5.26 $7.79 $10.00 (4) AUV at End of Period $6.86 $5.26 $7.79 Number of Accumulation Units Outstanding at End of Period 696,848 297,926 83,427
Access - 133972 A9
2003 2002 2001 2000 -------------------------------------------------------------------- ING VP INDEX PLUS LARGE CAP AUV at Beginning of Period $10.00 (11) AUV at End of Period $8.97 Number of Accumulation Units Outstanding at End of Period 1,239,109 ING VP INDEX PLUS MID CAP AUV at Beginning of Period $10.00 (14) AUV at End of Period $11.13 Number of Accumulation Units Outstanding at End of Period 317,218 ING VP INDEX PLUS SMALL CAP AUV at Beginning of Period $10.00 (14) AUV at End of Period $11.53 Number of Accumulation Units Outstanding at End of Period 255,326 ING VP MAGNACAP AUV at Beginning of Period $7.10 $9.35 $10.00 (4) AUV at End of Period $9.14 $7.10 $9.35 Number of Accumulation Units Outstanding at End of Period 647,836 307,643 91,138 ING VP SMALLCAP OPPORTUNITIES AUV at Beginning of Period $4.62 $8.33 $10.00 (4) AUV at End of Period $6.30 $4.62 $8.33 Number of Accumulation Units Outstanding at End of Period 2,408,687 1,042,746 268,186 ING VP WORLDWIDE GROWTH AUV at Beginning of Period $5.20 $7.02 $8.75 $10.00 (2) AUV at End of Period $6.62 $5.20 $7.02 $8.75 Number of Accumulation Units Outstanding at End of Period 1,303,851 859,281 479,640 169,871 INVESCO VIF HEALTH SCIENCES AUV at Beginning of Period $7.65 $10.27 $10.00 (5) AUV at End of Period $9.63 $7.65 $10.27 Number of Accumulation Units Outstanding at End of Period 1,881,172 481,393 38,465 INVESCO VIF LEISURE FUND AUV at Beginning of Period $8.44 $10.00 (7) AUV at End of Period $10.70 $8.44 Number of Accumulation Units Outstanding at End of Period 567,796 132,019 INVESCO VIF--FINANCIAL SERVICES AUV at Beginning of Period $7.85 $9.36 $10.00 (5) AUV at End of Period $10.03 $7.85 $9.36 Number of Accumulation Units Outstanding at End of Period 1,345,964 491,869 37,443 INVESCO VIF--UTILITIES AUV at Beginning of Period $6.37 $8.11 $10.00 (5) AUV at End of Period $7.37 $6.37 $8.11 Number of Accumulation Units Outstanding at End of Period 588,433 152,798 8,161 JENNISON PORTFOLIO AUV at Beginning of Period $4.27 $6.29 $7.84 $10.00 (2) AUV at End of Period $5.45 $4.27 $6.29 $7.84 Number of Accumulation Units Outstanding at End of Period 1,748,111 1,366,874 1,272,891 242,694
Access - 133972 A10
2003 2002 2001 2000 -------------------------------------------------------------------- LIBERTY ASSET ALLOCATION AUV at Beginning of Period $10.00 (10) AUV at End of Period $11.99 Number of Accumulation Units Outstanding at End of Period 24,316 LIBERTY EQUITY AUV at Beginning of Period $6.56 $9.20 $11.41 $11.52 AUV at End of Period $8.02 $6.56 $9.20 $11.41 Number of Accumulation Units Outstanding at End of Period 44,064 41,998 48,568 46,533 LIBERTY FEDERAL SECURITIES AUV at Beginning of Period $10.00 (10) AUV at End of Period $10.09 Number of Accumulation Units Outstanding at End of Period 3,090 LIBERTY SMALL CO. GROWTH AUV at Beginning of Period $10.00 (10) AUV at End of Period $14.98 Number of Accumulation Units Outstanding at End of Period 1,018 PIMCO HIGH YIELD PORTFOLIO AUV at Beginning of Period $9.82 $10.08 $10.00 $10.16 (1) AUV at End of Period $11.89 $9.82 $10.08 $10.00 Number of Accumulation Units Outstanding at End of Period 7,368,292 3,925,320 2,641,283 908,512 PIMCO STOCKSPLUS GROWTH & INCOME AUV at Beginning of Period $8.03 $10.21 $11.70 $12.52 (1) AUV at End of Period $10.32 $8.03 $10.21 $11.70 Number of Accumulation Units Outstanding at End of Period 1,818,112 2,241,996 2,222,192 1,178,840 PIONEER FUND VCT AUV at Beginning of Period $7.47 $9.38 $10.00 (5) AUV at End of Period $9.08 $7.47 $9.38 Number of Accumulation Units Outstanding at End of Period 884,740 295,688 5,663 PIONEER MID CAP VALUE AUV at Beginning of Period $9.36 $10.71 $10.00 (5) AUV at End of Period $12.64 $9.36 $10.71 Number of Accumulation Units Outstanding at End of Period 2,350,778 728,410 98,183 PROFUND VP BULL AUV at Beginning of Period $6.66 $8.89 $10.00 (4) AUV at End of Period $8.25 $6.66 $8.89 Number of Accumulation Units Outstanding at End of Period 3,673,934 1,271,888 267,236 PROFUND VP EUROPE 30 AUV at Beginning of Period $6.05 $8.26 $10.00 (4) AUV at End of Period $8.27 $6.05 $8.26 Number of Accumulation Units Outstanding at End of Period 786,491 1,365,500 568,994 PROFUND VP RISING RATES OPPORTUNITY AUV at Beginning of Period $10.00 (13) AUV at End of Period $9.36 Number of Accumulation Units Outstanding at End of Period 214,510 PROFUND VP SMALL CAP AUV at Beginning of Period $7.21 $9.43 $10.00 (4) AUV at End of Period $10.14 $7.21 $9.43 Number of Accumulation Units Outstanding at End of Period 3,015,456 1,133,339 403,215
Access - 133972 A11
2003 2002 2001 2000 -------------------------------------------------------------------- SP JENNISON INTERNATIONAL GROWTH AUV at Beginning of Period $4.11 $5.41 $8.56 $10.00 (3) AUV at End of Period $5.64 $4.11 $5.41 $8.56 Number of Accumulation Units Outstanding at End of Period 2,035,467 519,700 385,101 44,024
FOOTNOTES (1) Fund First Available during October 1993 (10) Fund First Available during April 2003 (2) Fund First Available during January 1995 (11) Fund First Available during June 2003 (3) Fund First Available during October 1995 (12) Fund First Available during September 2003 (4) Fund First Available during January 1996 (13) Fund First Available during October 2003 (5) Fund First Available during September 1996 (14) Fund First Available during November 2003 (6) Fund First Available during February 1997 (7) Fund First Available during May 1998 (8) Fund First Available during October 2000 (9) Fund First Available during May 2001
2003 2002 2001 2000 1999 ------------------------------------------------------------------------------ SEPARATE ACCOUNT ANNUAL CHARGES OF 1.55% AIM VI DENT DEMOGRAPHIC TRENDS AUV at Beginning of Period $7.33 $10.99 $10.00 (11) AUV at End of Period $9.91 $7.33 $10.99 Number of Accumulation Units Outstanding at End of Period 178,911 43,074 77,645 COLONIAL SMALL CAP VALUE AUV at Beginning of Period $10.00 (18) AUV at End of Period $13.84 Number of Accumulation Units Outstanding at End of Period 82,669 FIDELITY(R) VIP EQUITY--INCOME AUV at Beginning of Period $7.82 $9.58 $10.00 (12) AUV at End of Period $10.01 $7.82 $9.58 Number of Accumulation Units Outstanding at End of Period 591,447 185,665 FIDELITY(R) VIP GROWTH AUV at Beginning of Period $6.36 $9.27 $10.00 (12) AUV at End of Period $8.30 $6.36 $9.27 Number of Accumulation Units Outstanding at End of Period 502,112 219,815 ING AIM MID CAP GROWTH AUV at Beginning of Period $9.80 $14.57 $18.78 $21.78 $14.16 AUV at End of Period $13.91 $9.80 $14.57 $18.78 $21.78 Number of Accumulation Units Outstanding at End of Period 1,824,861 1,999,022 2,640,192 3,565,531 2,655,079 ING ALLIANCE MID CAP GROWTH AUV at Beginning of Period $9.99 $14.51 $17.09 $20.94 $16.94 AUV at End of Period $16.43 $9.99 $14.51 $17.09 $20.94 Number of Accumulation Units Outstanding at End of Period 4,192,754 4,478,808 5,716,524 6,622,519 6,210,698 ING AMERICAN FUNDS GROWTH AUV at Beginning of Period $10.00 (16) AUV at End of Period $10.77 Number of Accumulation Units Outstanding at End of Period 388,436 ING AMERICAN FUNDS GROWTH-INCOME AUV at Beginning of Period $10.00 (16) AUV at End of Period $10.98 Number of Accumulation Units Outstanding at End of Period 397,600 ING AMERICAN FUNDS INTERNATIONAL AUV at Beginning of Period $10.00 (16) AUV at End of Period $11.61 Number of Accumulation Units Outstanding at End of Period 137,440 1998 1997 1996 1995 -------------------------------------------------------------- SEPARATE ACCOUNT ANNUAL CHARGES OF 1.55% AIM VI DENT DEMOGRAPHIC TRENDS AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period COLONIAL SMALL CAP VALUE AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period FIDELITY(R) VIP EQUITY--INCOME AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period FIDELITY(R) VIP GROWTH AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period ING AIM MID CAP GROWTH AUV at Beginning of Period $14.26 $11.76 $10.01 $10.00 (1) AUV at End of Period $14.16 $14.26 $11.76 $10.01 Number of Accumulation Units Outstanding at End of Period 1,731,615 1,361,070 968,694 152,633 ING ALLIANCE MID CAP GROWTH AUV at Beginning of Period $15.36 $12.47 $10.00 (3) AUV at End of Period $16.94 $15.36 $12.47 Number of Accumulation Units Outstanding at End of Period 3,474,460 1,288,333 173,758 ING AMERICAN FUNDS GROWTH AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period ING AMERICAN FUNDS GROWTH-INCOME AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period ING AMERICAN FUNDS INTERNATIONAL AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period
Access - 133972 A12
2003 2002 2001 2000 1999 ------------------------------------------------------------------------------ ING CAPITAL GUARDIAN LARGE CAP VALUE AUV at Beginning of Period $7.50 $9.99 $10.53 $10.00 (7) AUV at End of Period $10.09 $7.50 $9.99 $10.53 Number of Accumulation Units Outstanding at End of Period 2,408,098 2,128,387 1,783,085 770,213 ING CAPITAL GUARDIAN MANAGED GLOBAL AUV at Beginning of Period $13.59 $17.30 $19.94 $23.71 $14.75 AUV at End of Period $18.24 $13.59 $17.30 $19.94 $23.71 Number of Accumulation Units Outstanding at End of Period 2,499,768 2,796,359 3,208,566 3,496,637 3,306,922 ING CAPITAL GUARDIAN SMALL CAP AUV at Beginning of Period $13.00 $17.71 $18.26 $22.68 $15.30 AUV at End of Period $17.97 $13.00 $17.71 $18.26 $22.68 Number of Accumulation Units Outstanding at End of Period 3,768,841 4,048,976 4,908,965 5,436,275 4,514,345 ING DEVELOPING WORLD AUV at Beginning of Period $6.19 $7.04 $7.55 $11.58 $7.27 AUV at End of Period $8.93 $6.19 $7.04 $7.55 $11.58 Number of Accumulation Units Outstanding at End of Period 1,347,745 1,372,716 1,610,890 991,863 926,115 ING EAGLE ASSET VALUE EQUITY AUV at Beginning of Period $14.82 $18.15 $19.29 $18.01 $18.20 AUV at End of Period $18.27 $14.82 $18.15 $19.29 $18.01 Number of Accumulation Units Outstanding at End of Period 1,905,659 2,133,007 2,428,124 2,589,777 2,709,066 ING FMR(SM) DIVERSIFIED MID--CAP AUV at Beginning of Period $7.21 $9.08 $9.87 $10.00 (9) AUV at End of Period $9.47 $7.21 $9.08 $9.87 Number of Accumulation Units Outstanding at End of Period 492,657 504,098 261,790 185,852 ING GOLDMAN SACHS INTERNET TOLLKEEPER AUV at Beginning of Period $4.64 $7.61 $10.00 (10) AUV at End of Period $6.44 $4.64 $7.61 Number of Accumulation Units Outstanding at End of Period 228,338 109,776 36,477 ING HARD ASSETS AUV at Beginning of Period $13.76 $13.87 $16.03 $17.09 $14.07 AUV at End of Period $20.62 $13.76 $13.87 $16.03 $17.09 Number of Accumulation Units Outstanding at End of Period 549,898 561,650 458,820 598,435 696,930 ING INTERNATIONAL EQUITY AUV at Beginning of Period $7.14 $8.65 $11.37 $15.59 $10.32 AUV at End of Period $9.08 $7.14 $8.65 $11.37 $15.59 Number of Accumulation Units Outstanding at End of Period 1,583,400 1,745,092 2,043,470 2,474,741 1,959,321 ING JANUS GROWTH AND INCOME AUV at Beginning of Period $7.03 $8.86 $9.94 $10.00 (9) AUV at End of Period $8.48 $7.03 $8.86 $9.94 Number of Accumulation Units Outstanding at End of Period 754,836 719,851 470,484 88,531 ING JANUS SPECIAL EQUITY AUV at Beginning of Period $6.06 $8.31 $8.89 $10.00 (9) AUV at End of Period $8.97 $6.06 $8.31 $8.89 Number of Accumulation Units Outstanding at End of Period 240,606 162,394 158,129 85,716 ING JENNISON EQUITY OPPORTUNITIES AUV at Beginning of Period $14.82 $21.28 $24.85 $29.77 $24.26 AUV at End of Period $19.13 $14.82 $21.28 $24.85 $29.77 Number of Accumulation Units Outstanding at End of Period 2,572,697 2,915,036 3,688,603 4,174,489 3,839,680 ING JP MORGAN FLEMING INTERNATIONAL AUV at Beginning of Period $10.00 (16) AUV at End of Period $11.87 Number of Accumulation Units Outstanding at End of Period 11,753 1998 1997 1996 1995 -------------------------------------------------------------- ING CAPITAL GUARDIAN LARGE CAP VALUE AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period ING CAPITAL GUARDIAN MANAGED GLOBAL AUV at Beginning of Period $11.58 $10.49 $9.49 $9.24 (1) AUV at End of Period $14.75 $11.58 $10.49 $9.49 Number of Accumulation Units Outstanding at End of Period 3,354,682 2,721,529 1,375,023 ING CAPITAL GUARDIAN SMALL CAP AUV at Beginning of Period $12.84 $11.82 $10.00 $10.00 (2) AUV at End of Period $15.30 $12.84 $11.82 $10.00 Number of Accumulation Units Outstanding at End of Period 3,086,639 2,049,765 1,316,663 -- ING DEVELOPING WORLD AUV at Beginning of Period $10.00 (6) AUV at End of Period $7.27 Number of Accumulation Units Outstanding at End of Period 82,414 ING EAGLE ASSET VALUE EQUITY AUV at Beginning of Period $18.20 $14.53 $13.34 $12.40 (1) AUV at End of Period $18.20 $18.20 $14.53 $13.34 Number of Accumulation Units Outstanding at End of Period 2,736,311 1,793,172 1,052,064 179,453 ING FMR(SM) DIVERSIFIED MID--CAP AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period ING GOLDMAN SACHS INTERNET TOLLKEEPER AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period ING HARD ASSETS AUV at Beginning of Period $20.29 $19.42 $14.80 $14.57 (1) AUV at End of Period $14.07 $20.29 $19.42 $14.80 Number of Accumulation Units Outstanding at End of Period 609,087 637,191 341,711 26,605 ING INTERNATIONAL EQUITY AUV at Beginning of Period $9.95 $10.34 $10.00 (5) AUV at End of Period $10.32 $9.95 $10.34 Number of Accumulation Units Outstanding at End of Period 680,861 36,098 ING JANUS GROWTH AND INCOME AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period ING JANUS SPECIAL EQUITY AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period ING JENNISON EQUITY OPPORTUNITIES AUV at Beginning of Period $21.87 $17.22 $14.55 $14.16 (1) AUV at End of Period $24.26 $21.87 $17.22 $14.55 Number of Accumulation Units Outstanding at End of Period 2,787,732 1,772,316 1,106,359 326,610 ING JP MORGAN FLEMING INTERNATIONAL AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period
Access - 133972 A13
2003 2002 2001 2000 1999 ------------------------------------------------------------------------------ ING JP MORGAN FLEMING SMALLCAP AUV at Beginning of Period $7.84 $10.00 (12) AUV at End of Period $10.36 $7.84 Number of Accumulation Units Outstanding at End of Period 99,605 31,084 ING JULIUS BAER FOREIGN AUV at Beginning of Period $8.22 $10.00 (12) AUV at End of Period $10.61 $8.22 Number of Accumulation Units Outstanding at End of Period 33,208 ING LIMITED MATURITY BOND AUV at Beginning of Period $19.73 $18.69 $17.45 $16.45 $16.52 AUV at End of Period $19.98 $19.73 $18.69 $17.45 $16.45 Number of Accumulation Units Outstanding at End of Period 2,413,916 3,063,485 2,547,141 1,769,356 1,835,681 ING LIQUID ASSETS AUV at Beginning of Period $15.51 $15.54 $15.19 $14.55 $14.11 AUV at End of Period $15.39 $15.51 $15.54 $15.19 $14.55 Number of Accumulation Units Outstanding at End of Period 3,967,468 5,577,966 7,210,822 5,535,947 7,668,618 ING MARSICO GROWTH AUV at Beginning of Period $10.41 $15.01 $21.86 $28.46 $16.22 AUV at End of Period $13.60 $10.41 $15.01 $21.86 $28.46 Number of Accumulation Units Outstanding at End of Period 7,363,429 8,151,064 11,192,041 13,563,138 11,168,535 ING MERCURY FOCUS VALUE AUV at Beginning of Period $8.36 $10.00 (12) AUV at End of Period $10.80 $8.36 Number of Accumulation Units Outstanding at End of Period 78,050 69,302 ING MERCURY FUNDAMENTAL GROWTH AUV at Beginning of Period $7.97 $10.00 (12) AUV at End of Period $9.96 $7.97 Number of Accumulation Units Outstanding at End of Period 30,926 18,057 ING MFS MID CAP GROWTH AUV at Beginning of Period $15.88 $31.50 $41.89 $39.34 $22.31 AUV at End of Period $21.75 $15.88 $31.50 $41.89 $39.34 Number of Accumulation Units Outstanding at End of Period 3,416,000 3,781,798 4,965,396 5,926,553 3,717,261 ING MFS RESEARCH AUV at Beginning of Period $14.95 $20.21 $26.13 $27.80 $22.73 AUV at End of Period $18.33 $14.95 $20.21 $26.13 $27.80 Number of Accumulation Units Outstanding at End of Period 4,358,136 4,975,285 6,799,019 7,760,199 7,240,462 ING MFS TOTAL RETURN AUV at Beginning of Period $18.99 $20.33 $20.55 $17.91 $17.60 AUV at End of Period $21.83 $18.99 $20.33 $20.55 $17.91 Number of Accumulation Units Outstanding at End of Period 5,459,084 5,740,870 6,331,856 6,431,976 6,739,205 ING PIMCO CORE BOND AUV at Beginning of Period $12.55 $11.73 $11.63 $11.70 $13.00 AUV at End of Period $12.94 $12.55 $11.73 $11.63 $11.70 Number of Accumulation Units Outstanding at End of Period 1,936,849 2,142,595 813,599 490,810 382,608 ING SALOMON BROTHERS AGGRESSIVE GROWTH AUV at Beginning of Period $10.00 (16) AUV at End of Period $10.81 Number of Accumulation Units Outstanding at End of Period 16,860 ING SALOMON BROTHERS ALL CAP AUV at Beginning of Period $8.51 $11.62 $11.58 $10.00 (7) AUV at End of Period $11.64 $8.51 $11.62 $11.58 Number of Accumulation Units Outstanding at End of Period 1,646,965 1,646,987 2,043,716 1,155,496 ING SALOMON BROTHERS INVESTORS AUV at Beginning of Period $8.04 $10.60 $11.25 $10.00 (7) AUV at End of Period $10.38 $8.04 $10.60 $11.25 Number of Accumulation Units Outstanding at End of Period 565,048 590,391 533,884 198,869 1998 1997 1996 1995 -------------------------------------------------------------- ING JP MORGAN FLEMING SMALLCAP AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period ING JULIUS BAER FOREIGN AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period ING LIMITED MATURITY BOND AUV at Beginning of Period $15.70 $14.95 $14.56 $14.20 (1) AUV at End of Period $16.52 $15.70 $14.95 $14.56 Number of Accumulation Units Outstanding at End of Period 1,121,401 462,583 349,417 136,553 ING LIQUID ASSETS AUV at Beginning of Period $13.65 $13.19 $12.76 $12.63 (1) AUV at End of Period $14.11 $13.65 $13.19 $12.76 Number of Accumulation Units Outstanding at End of Period 2,964,038 1,132,057 383,231 93,239 ING MARSICO GROWTH AUV at Beginning of Period $12.99 $11.40 $10.00 (4) AUV at End of Period $16.22 $12.99 $11.40 Number of Accumulation Units Outstanding at End of Period 2,452,150 763,169 ING MERCURY FOCUS VALUE AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period ING MERCURY FUNDAMENTAL GROWTH AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period ING MFS MID CAP GROWTH AUV at Beginning of Period $18.45 $15.66 $13.19 $12.93 (3) AUV at End of Period $22.31 $18.45 $15.66 $13.19 Number of Accumulation Units Outstanding at End of Period 1,527,665 518,640 56,163 ING MFS RESEARCH AUV at Beginning of Period $18.77 $15.87 $13.07 $12.23 (4) AUV at End of Period $22.73 $18.77 $15.87 $13.07 Number of Accumulation Units Outstanding at End of Period 3,875,695 816,216 ING MFS TOTAL RETURN AUV at Beginning of Period $16.02 $13.46 $12.03 $11.39 (4) AUV at End of Period $17.60 $16.02 $13.46 $12.03 Number of Accumulation Units Outstanding at End of Period 3,973,034 746,754 ING PIMCO CORE BOND AUV at Beginning of Period $11.81 $11.91 $11.53 $11.18 (6) AUV at End of Period $13.00 $11.81 $11.91 $11.53 Number of Accumulation Units Outstanding at End of Period 119,924 310 ING SALOMON BROTHERS AGGRESSIVE GROWTH AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period ING SALOMON BROTHERS ALL CAP AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period ING SALOMON BROTHERS INVESTORS AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period
Access - 133972 A14
2003 2002 2001 2000 1999 ------------------------------------------------------------------------------ ING T. ROWE PRICE CAPITAL APPRECIATION AUV at Beginning of Period $27.37 $27.67 $25.57 $21.29 $20.23 AUV at End of Period $33.75 $27.37 $27.67 $25.57 $21.29 Number of Accumulation Units Outstanding at End of Period 3,717,807 4,093,955 3,679,280 3,165,782 3,304,307 ING T. ROWE PRICE EQUITY INCOME AUV at Beginning of Period $20.03 $23.43 $23.49 $21.12 $21.61 AUV at End of Period $24.68 $20.03 $23.43 $23.49 $21.12 Number of Accumulation Units Outstanding at End of Period 2,135,369 2,226,228 2,377,259 2,237,388 2,523,887 ING UBS U.S. BALANCED AUV at Beginning of Period $7.24 (18) AUV at End of Period $8.41 Number of Accumulation Units Outstanding at End of Period 284,098 ING VAN KAMPEN EQUITY GROWTH AUV at Beginning of Period $7.81 $10.00 (12) AUV at End of Period $9.51 $7.81 Number of Accumulation Units Outstanding at End of Period 122,975 36,457 ING VAN KAMPEN GLOBAL FRANCHISE AUV at Beginning of Period $8.84 $10.00 (12) AUV at End of Period $10.98 $8.84 Number of Accumulation Units Outstanding at End of Period 189,266 135,600 ING VAN KAMPEN GROWTH & INCOME AUV at Beginning of Period $17.94 $21.38 $24.67 $25.59 $22.43 AUV at End of Period $22.59 $17.94 $21.38 $24.67 $25.59 Number of Accumulation Units Outstanding at End of Period 6,186,431 6,933,409 8,520,621 9,797,232 10,160,317 ING VAN KAMPEN REAL ESTATE AUV at Beginning of Period $27.47 $27.85 $26.16 $20.28 $21.42 AUV at End of Period $37.25 $27.47 $27.85 $26.16 $20.28 Number of Accumulation Units Outstanding at End of Period 740,624 784,788 715,123 738,551 742,364 ING VP BOND PORTFOLIO AUV at Beginning of Period $10.63 $10.00 (12) AUV at End of Period $11.10 $10.63 Number of Accumulation Units Outstanding at End of Period 314,718 290,354 ING VP GROWTH OPPORTUNITIES AUV at Beginning of Period $5.25 $7.78 $10.00 (10) AUV at End of Period $6.84 $5.25 $7.78 Number of Accumulation Units Outstanding at End of Period 119,046 134,512 19,161 ING VP INDEX PLUS LARGE CAP AUV at Beginning of Period $10.00 (15) AUV at End of Period $8.94 Number of Accumulation Units Outstanding at End of Period 65,973 ING VP MAGNACAP AUV at Beginning of Period $7.08 $9.34 $10.00 (10) AUV at End of Period $9.11 $7.08 $9.34 Number of Accumulation Units Outstanding at End of Period 47,646 20,062 7,517 ING VP SMALLCAP OPPORTUNITIES AUV at Beginning of Period $4.61 $8.32 $10.00 (10) AUV at End of Period $6.28 $4.61 $8.32 Number of Accumulation Units Outstanding at End of Period 269,277 139,362 61,322 ING VP WORLDWIDE GROWTH AUV at Beginning of Period $5.19 $7.01 $8.75 $10.00 (8) AUV at End of Period $6.59 $5.19 $7.01 $8.75 Number of Accumulation Units Outstanding at End of Period 116,479 142,058 112,981 21,575 INVESCO VIF HEALTH SCIENCES AUV at Beginning of Period $7.63 $10.26 $10.00 (11) AUV at End of Period $9.60 $7.63 $10.26 Number of Accumulation Units Outstanding at End of Period 180,195 166,543 110,902 1998 1997 1996 1995 -------------------------------------------------------------- ING T. ROWE PRICE CAPITAL APPRECIATION AUV at Beginning of Period $19.40 $17.08 $14.91 $14.47 (1) AUV at End of Period $20.23 $19.40 $17.08 $14.91 Number of Accumulation Units Outstanding at End of Period 2,780,652 1,766,390 952,517 184,364 ING T. ROWE PRICE EQUITY INCOME AUV at Beginning of Period $20.28 $17.54 $16.38 $15.78 (1) AUV at End of Period $21.61 $20.28 $17.54 $16.38 Number of Accumulation Units Outstanding at End of Period 1,980,778 1,485,966 1,117,238 370,515 ING UBS U.S. BALANCED AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period ING VAN KAMPEN EQUITY GROWTH AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period ING VAN KAMPEN GLOBAL FRANCHISE AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period ING VAN KAMPEN GROWTH & INCOME AUV at Beginning of Period $19.96 $15.62 $13.15 $12.09 (1) AUV at End of Period $22.43 $19.96 $15.62 $13.15 Number of Accumulation Units Outstanding at End of Period 7,386,288 3,706,709 1,663,079 300,820 ING VAN KAMPEN REAL ESTATE AUV at Beginning of Period $25.14 $20.79 $15.61 $14.76 (1) AUV at End of Period $21.42 $25.14 $20.79 $15.61 Number of Accumulation Units Outstanding at End of Period 914,501 897,320 384,928 61,143 ING VP BOND PORTFOLIO AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period ING VP GROWTH OPPORTUNITIES AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period ING VP INDEX PLUS LARGE CAP AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period ING VP MAGNACAP AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period ING VP SMALLCAP OPPORTUNITIES AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period ING VP WORLDWIDE GROWTH AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period INVESCO VIF HEALTH SCIENCES AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period
Access - 133972 A15
2003 2002 2001 2000 1999 ------------------------------------------------------------------------------ INVESCO VIF LEISURE FUND AUV at Beginning of Period $8.43 $10.00 (12) AUV at End of Period $10.68 $8.43 Number of Accumulation Units Outstanding at End of Period 57,779 28,020 INVESCO VIF--FINANCIAL SERVICES AUV at Beginning of Period $7.84 $9.36 $10.00 (11) AUV at End of Period $10.00 $7.84 $9.36 Number of Accumulation Units Outstanding at End of Period 160,101 117,511 23,862 INVESCO VIF--UTILITIES AUV at Beginning of Period $6.36 $8.10 $10.00 (11) AUV at End of Period $7.35 $6.36 $8.10 Number of Accumulation Units Outstanding at End of Period 91,472 86,524 18,795 JENNISON PORTFOLIO AUV at Beginning of Period $4.26 $6.28 $7.84 $10.00 (11) AUV at End of Period $5.43 $4.26 $6.28 $7.84 Number of Accumulation Units Outstanding at End of Period 309,725 322,010 417,346 64,129 PIMCO HIGH YIELD PORTFOLIO AUV at Beginning of Period $9.77 $10.04 $9.97 $10.21 $10.07 AUV at End of Period $11.82 $9.77 $10.04 $9.97 $10.21 Number of Accumulation Units Outstanding at End of Period 3,503,280 3,053,446 3,198,237 3,158,188 3,194,935 PIMCO STOCKSPLUS GROWTH & INCOME AUV at Beginning of Period $7.99 $10.18 $11.67 $13.10 $11.10 AUV at End of Period $10.26 $7.99 $10.18 $11.67 $13.10 Number of Accumulation Units Outstanding at End of Period 2,681,601 3,392,261 4,054,658 4,659,705 4,371,570 PIONEER FUND VCT AUV at Beginning of Period $7.46 $9.38 $10.00 (11) AUV at End of Period $9.06 $7.46 $9.38 Number of Accumulation Units Outstanding at End of Period 258,851 144,234 14,633 PIONEER MID CAP VALUE AUV at Beginning of Period $9.35 $10.71 $10.00 (11) AUV at End of Period $12.61 $9.35 $10.71 Number of Accumulation Units Outstanding at End of Period 597,101 509,210 27,109 PROFUND VP BULL AUV at Beginning of Period $6.65 $8.89 $10.00 (10) AUV at End of Period $8.22 $6.65 $8.89 Number of Accumulation Units Outstanding at End of Period 354,864 194,394 256,467 PROFUND VP EUROPE 30 AUV at Beginning of Period $6.04 $8.26 $10.00 (10) AUV at End of Period $8.24 $6.04 $8.26 Number of Accumulation Units Outstanding at End of Period 147,115 156,756 5,726 PROFUND VP RISING RATES OPPORTUNITY AUV at Beginning of Period $10.00 (17) AUV at End of Period $9.36 Number of Accumulation Units Outstanding at End of Period 137,981 PROFUND VP SMALL CAP AUV at Beginning of Period $7.19 $9.42 $10.00 (10) AUV at End of Period $10.11 $7.19 $9.42 Number of Accumulation Units Outstanding at End of Period 424,034 269,440 67,787 SP JENNISON INTERNATIONAL GROWTH AUV at Beginning of Period $4.10 $5.40 $8.56 $10.00 (9) AUV at End of Period $5.62 $4.10 $5.40 $8.56 Number of Accumulation Units Outstanding at End of Period 188,212 120,333 101,972 64,843 1998 1997 1996 1995 -------------------------------------------------------------- INVESCO VIF LEISURE FUND AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period INVESCO VIF--FINANCIAL SERVICES AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period INVESCO VIF--UTILITIES AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period JENNISON PORTFOLIO AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period PIMCO HIGH YIELD PORTFOLIO AUV at Beginning of Period $10.00 (6) AUV at End of Period $10.07 Number of Accumulation Units Outstanding at End of Period 1,066,219 PIMCO STOCKSPLUS GROWTH & INCOME AUV at Beginning of Period $10.00 (6) AUV at End of Period $11.10 Number of Accumulation Units Outstanding at End of Period 942,738 PIONEER FUND VCT AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period PIONEER MID CAP VALUE AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period PROFUND VP BULL AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period PROFUND VP EUROPE 30 AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period PROFUND VP RISING RATES OPPORTUNITY AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period PROFUND VP SMALL CAP AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period SP JENNISON INTERNATIONAL GROWTH AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period
FOOTNOTES (1) Fund First Available during October 1995 (11) Fund First Available during November 2001 (2) Fund First Available during January 1996 (12) Fund First Available during May 2002 Access - 133972 A16 (3) Fund First Available during September 1996 (13) Fund First Available during September 2002 (4) Fund First Available during February 1997 (14) Fund First Available during December 2002 (5) Fund First Available during October 1997 (15) Fund First Available during August 2003 (6) Fund First Available during May 1998 (16) Funds First Available during September 2003 (7) Fund First Available during February 2000 (17) Funds First Available during October 2003 (8) Fund First Available during May 2000 (18) Funds First Available during November 2003 (9) Fund First Available during October 2000 (10) Fund First Available during May 2001
2003 2002 2001 2000 ---------------------------------------------------------------------- SEPARATE ACCOUNT ANNUAL CHARGES OF 1.60% AIM VI DENT DEMOGRAPHIC TRENDS AUV at Beginning of Period $7.32 $10.99 $10.00 (5) AUV at End of Period $9.90 $7.32 $10.99 Number of Accumulation Units Outstanding at End of Period 74,556 25,793 1,821 COLONIAL SMALL CAP VALUE AUV at Beginning of Period $10.00 (15) AUV at End of Period $13.83 Number of Accumulation Units Outstanding at End of Period 21,739 FIDELITY(R) VIP EQUITY--INCOME AUV at Beginning of Period $7.81 $9.58 $10.00 (7) AUV at End of Period $9.99 $7.81 $9.58 Number of Accumulation Units Outstanding at End of Period 175,077 70,102 -- FIDELITY(R) VIP GROWTH AUV at Beginning of Period $6.35 $9.26 $10.00 (7) AUV at End of Period $8.29 $6.35 $9.26 Number of Accumulation Units Outstanding at End of Period 161,545 69,148 -- ING AIM MID CAP GROWTH AUV at Beginning of Period $9.75 $14.50 $18.70 $21.56 (1) AUV at End of Period $13.83 $9.75 $14.50 $18.70 Number of Accumulation Units Outstanding at End of Period 680,329 748,019 1,052,847 1,149,145 ING ALLIANCE MID CAP GROWTH AUV at Beginning of Period $9.96 $14.47 $17.04 $20.01 (1) AUV at End of Period $16.37 $9.96 $14.47 $17.04 Number of Accumulation Units Outstanding at End of Period 691,122 749,731 826,424 740,611 ING AMERICAN FUNDS GROWTH AUV at Beginning of Period $10.00 (13) AUV at End of Period $10.76 Number of Accumulation Units Outstanding at End of Period 141,174 ING AMERICAN FUNDS GROWTH-INCOME AUV at Beginning of Period $10.00 (13) AUV at End of Period $10.98 Number of Accumulation Units Outstanding at End of Period 179,926 ING AMERICAN FUNDS INTERNATIONAL AUV at Beginning of Period $10.00 (13) AUV at End of Period $11.61 Number of Accumulation Units Outstanding at End of Period 74,169 Access - 133972 A17 2003 2002 2001 2000 ---------------------------------------------------------------------- ING CAPITAL GUARDIAN LARGE CAP VALUE AUV at Beginning of Period $7.48 $9.98 $10.53 $10.00 (1) AUV at End of Period $10.07 $7.48 $9.98 $10.53 Number of Accumulation Units Outstanding at End of Period 1,352,701 1,328,529 1,370,681 942,003 ING CAPITAL GUARDIAN MANAGED GLOBAL AUV at Beginning of Period $13.50 $17.19 $19.83 $22.04 (1) AUV at End of Period $18.11 $13.50 $17.19 $19.83 Number of Accumulation Units Outstanding at End of Period 583,925 629,168 726,954 648,150 ING CAPITAL GUARDIAN SMALL CAP AUV at Beginning of Period $12.95 $17.66 $18.21 $23.54 (1) AUV at End of Period $17.89 $12.95 $17.66 $18.21 Number of Accumulation Units Outstanding at End of Period 933,034 1,000,667 1,205,577 1,058,396 ING DEVELOPING WORLD AUV at Beginning of Period $6.17 $7.02 $7.54 $11.63 (1) AUV at End of Period $8.91 $6.17 $7.02 $7.54 Number of Accumulation Units Outstanding at End of Period 459,146 474,427 673,091 609,636 ING EAGLE ASSET VALUE EQUITY AUV at Beginning of Period $14.74 $18.06 $19.20 $17.35 (1) AUV at End of Period $18.16 $14.74 $18.06 $19.20 Number of Accumulation Units Outstanding at End of Period 266,586 259,140 252,946 143,195 ING FMR(SM) DIVERSIFIED MID--CAP AUV at Beginning of Period $7.20 $9.07 $9.87 $10.00 (3) AUV at End of Period $9.45 $7.20 $9.07 $9.87 Number of Accumulation Units Outstanding at End of Period 241,130 239,616 264,852 80,992 ING GET FUND -- SERIES T AUV at Beginning of Period $10.07 $10.00 (8) AUV at End of Period $10.44 $10.07 Number of Accumulation Units Outstanding at End of Period 1,117,865 1,558,992 ING GET FUND -- SERIES U AUV at Beginning of Period $10.00 $10.00 (9) AUV at End of Period $10.53 Number of Accumulation Units Outstanding at End of Period 1,896,117 -- ING GET FUND -- SERIES V AUV at Beginning of Period $10.00 (11) AUV at End of Period $9.72 Number of Accumulation Units Outstanding at End of Period 2,946,385 ING GET U.S. CORE PORTFOLIO - SERIES 1 AUV at Beginning of Period $10.00 (11) AUV at End of Period $10.24 Number of Accumulation Units Outstanding at End of Period 2,023,884 ING GET U.S. CORE PORTFOLIO - SERIES 2 AUV at Beginning of Period $10.00 (13) AUV at End of Period $10.03 Number of Accumulation Units Outstanding at End of Period 1,906,764 ING GET U.S. CORE PORTFOLIO - SERIES 3 AUV at Beginning of Period $10.00 (16) AUV at End of Period $10.00 Number of Accumulation Units Outstanding at End of Period 99,989 Access - 133972 A18 2003 2002 2001 2000 ---------------------------------------------------------------------- ING GOLDMAN SACHS INTERNET TOLLKEEPER AUV at Beginning of Period $4.63 $7.61 $10.00 (4) AUV at End of Period $6.43 $4.63 $7.61 Number of Accumulation Units Outstanding at End of Period 96,372 18,672 12,070 ING HARD ASSETS AUV at Beginning of Period $13.64 $13.76 $15.91 $15.85 (1) AUV at End of Period $20.44 $13.64 $13.76 $15.91 Number of Accumulation Units Outstanding at End of Period 101,132 62,771 22,850 17,608 ING INTERNATIONAL EQUITY AUV at Beginning of Period $7.11 $8.62 $11.34 $14.93 (6) AUV at End of Period $9.04 $7.11 $8.62 $11.34 Number of Accumulation Units Outstanding at End of Period 588,683 700,470 812,676 804,897 ING JANUS GROWTH AND INCOME AUV at Beginning of Period $7.02 $8.85 $9.94 $10.00 (3) AUV at End of Period $8.46 $7.02 $8.85 $9.94 Number of Accumulation Units Outstanding at End of Period 328,257 315,170 295,864 128,409 ING JANUS SPECIAL EQUITY AUV at Beginning of Period $6.05 $8.30 $8.88 $10.00 (3) AUV at End of Period $8.95 $6.05 $8.30 $8.88 Number of Accumulation Units Outstanding at End of Period 169,752 123,276 132,268 66,473 ING JENNISON EQUITY OPPORTUNITIES AUV at Beginning of Period $14.72 $21.15 $24.70 $29.09 (1) AUV at End of Period $18.99 $14.72 $21.15 $24.70 Number of Accumulation Units Outstanding at End of Period 633,989 692,997 938,385 847,242 ING JP MORGAN FLEMING INTERNATIONAL AUV at Beginning of Period $10.00 (13) AUV at End of Period $11.87 Number of Accumulation Units Outstanding at End of Period 7,837 ING JP MORGAN FLEMING SMALLCAP AUV at Beginning of Period $7.83 $10.00 (7) AUV at End of Period $10.35 $7.83 Number of Accumulation Units Outstanding at End of Period 72,864 14,675 ING JULIUS BAER FOREIGN AUV at Beginning of Period $8.21 $10.00 (7) AUV at End of Period $10.60 $8.21 Number of Accumulation Units Outstanding at End of Period 26,857 4,278 ING LIMITED MATURITY BOND AUV at Beginning of Period $19.53 $18.51 $17.29 $16.28 (1) AUV at End of Period $19.77 $19.53 $18.51 $17.29 Number of Accumulation Units Outstanding at End of Period 614,146 629,611 497,060 321,370 ING LIQUID ASSETS AUV at Beginning of Period $15.33 $15.36 $15.03 $14.45 (1) AUV at End of Period $15.20 $15.33 $15.36 $15.03 Number of Accumulation Units Outstanding at End of Period 1,702,971 2,297,033 2,858,557 2,183,030 ING MARSICO GROWTH AUV at Beginning of Period $10.37 $14.97 $21.80 $28.95 (1) AUV at End of Period $13.55 $10.37 $14.97 $21.80 Number of Accumulation Units Outstanding at End of Period 2,163,884 2,302,847 3,005,289 3,020,949 Access - 133972 A19 2003 2002 2001 2000 ---------------------------------------------------------------------- ING MERCURY FOCUS VALUE AUV at Beginning of Period $8.36 $10.00 (7) AUV at End of Period $10.79 $8.36 Number of Accumulation Units Outstanding at End of Period 24,096 22,198 ING MERCURY FUNDAMENTAL GROWTH AUV at Beginning of Period $7.96 $10.00 (7) AUV at End of Period $9.95 $7.96 Number of Accumulation Units Outstanding at End of Period 4,515 755 ING MFS MID CAP GROWTH AUV at Beginning of Period $15.81 $31.38 $41.76 $38.25 (1) AUV at End of Period $21.64 $15.81 $31.38 $41.76 Number of Accumulation Units Outstanding at End of Period 975,307 1,067,108 1,323,824 1,290,685 ING MFS RESEARCH AUV at Beginning of Period $14.88 $20.13 $26.05 $26.72 (1) AUV at End of Period $18.24 $14.88 $20.13 $26.05 Number of Accumulation Units Outstanding at End of Period 726,673 838,520 1,029,431 973,963 ING MFS TOTAL RETURN AUV at Beginning of Period $18.91 $20.25 $20.48 $17.32 (1) AUV at End of Period $21.73 $18.91 $20.25 $20.48 Number of Accumulation Units Outstanding at End of Period 932,450 859,682 856,471 597,315 ING PIMCO CORE BOND AUV at Beginning of Period $12.49 $11.68 $11.59 $11.35 (1) AUV at End of Period $12.88 $12.49 $11.68 $11.59 Number of Accumulation Units Outstanding at End of Period 642,677 689,475 227,627 150,099 ING SALOMON BROTHERS AGGRESSIVE GROWTH AUV at Beginning of Period $10.00 (13) AUV at End of Period $10.81 Number of Accumulation Units Outstanding at End of Period 10,182 ING SALOMON BROTHERS ALL CAP AUV at Beginning of Period $8.50 $11.60 $11.57 $10.00 (1) AUV at End of Period $11.61 $8.50 $11.60 $11.57 Number of Accumulation Units Outstanding at End of Period 920,674 957,912 1,200,300 819,316 ING SALOMON BROTHERS INVESTORS AUV at Beginning of Period $8.02 $10.59 $11.24 $10.00 (1) AUV at End of Period $10.36 $8.02 $10.59 $11.24 Number of Accumulation Units Outstanding at End of Period 292,659 330,088 353,861 202,765 ING T. ROWE PRICE CAPITAL APPRECIATION AUV at Beginning of Period $27.14 $27.45 $25.38 $20.54 (1) AUV at End of Period $33.45 $27.14 $27.45 $25.38 Number of Accumulation Units Outstanding at End of Period 662,358 639,977 495,196 185,069 ING T. ROWE PRICE EQUITY INCOME AUV at Beginning of Period $19.86 $23.25 $23.31 $19.85 (1) AUV at End of Period $24.46 $19.86 $23.25 $23.31 Number of Accumulation Units Outstanding at End of Period 372,504 375,191 398,072 225,138 ING UBS U.S. BALANCED AUV at Beginning of Period $7.23 (15) AUV at End of Period $8.40 Number of Accumulation Units Outstanding at End of Period 190,069 Access - 133972 A20 2003 2002 2001 2000 ---------------------------------------------------------------------- ING VAN KAMPEN EQUITY GROWTH AUV at Beginning of Period $7.81 $10.00 (7) AUV at End of Period $9.50 $7.81 Number of Accumulation Units Outstanding at End of Period 47,311 16,318 ING VAN KAMPEN GLOBAL FRANCHISE AUV at Beginning of Period $8.83 $10.00 (7) AUV at End of Period $10.97 $8.83 Number of Accumulation Units Outstanding at End of Period 55,092 27,705 ING VAN KAMPEN GROWTH & INCOME AUV at Beginning of Period $17.83 $21.26 $24.54 $25.28 (1) AUV at End of Period $22.44 $17.83 $21.26 $24.54 Number of Accumulation Units Outstanding at End of Period 456,690 478,280 529,164 440,779 ING VAN KAMPEN REAL ESTATE AUV at Beginning of Period $27.24 $27.63 $25.97 $20.30 (1) AUV at End of Period $36.92 $27.24 $27.63 $25.97 Number of Accumulation Units Outstanding at End of Period 168,123 149,145 107,794 86,644 ING VP BOND PORTFOLIO AUV at Beginning of Period $10.63 $10.00 (7) AUV at End of Period $11.09 $10.63 Number of Accumulation Units Outstanding at End of Period 76,855 48,128 ING VP GROWTH OPPORTUNITIES AUV at Beginning of Period $5.24 $7.78 $10.00 (4) AUV at End of Period $6.83 $5.24 $7.78 Number of Accumulation Units Outstanding at End of Period 53,290 30,250 17,747 ING VP INDEX PLUS LARGE CAP AUV at Beginning of Period $7.21 (12) AUV at End of Period $8.93 Number of Accumulation Units Outstanding at End of Period 68,649 ING VP INDEX PLUS MID CAP AUV at Beginning of Period $8.53 (15) AUV at End of Period $11.09 Number of Accumulation Units Outstanding at End of Period 139,798 ING VP INDEX PLUS SMALL CAP AUV at Beginning of Period $8.59 (15) AUV at End of Period $11.48 Number of Accumulation Units Outstanding at End of Period 139,269 ING VP MAGNACAP AUV at Beginning of Period $7.08 $9.34 $10.00 (4) AUV at End of Period $9.10 $7.08 $9.34 Number of Accumulation Units Outstanding at End of Period 56,265 17,210 4,692 ING VP SMALLCAP OPPORTUNITIES AUV at Beginning of Period $4.61 $8.32 $10.00 (4) AUV at End of Period $6.27 $4.61 $8.32 Number of Accumulation Units Outstanding at End of Period 106,296 48,063 59,196 ING VP WORLDWIDE GROWTH AUV at Beginning of Period $5.18 $7.00 $8.74 $10.00 (2) AUV at End of Period $6.58 $5.18 $7.00 $8.74 Number of Accumulation Units Outstanding at End of Period 123,771 116,508 135,472 85,307 Access - 133972 A21 2003 2002 2001 2000 ---------------------------------------------------------------------- INVESCO VIF HEALTH SCIENCES AUV at Beginning of Period $7.63 $10.26 $10.00 (5) AUV at End of Period $9.59 $7.63 $10.26 Number of Accumulation Units Outstanding at End of Period 105,120 35,810 3,133 INVESCO VIF LEISURE FUND AUV at Beginning of Period $8.43 $10.00 (7) AUV at End of Period $10.67 $8.43 Number of Accumulation Units Outstanding at End of Period 57,182 1,464 INVESCO VIF--FINANCIAL SERVICES AUV at Beginning of Period $7.83 $9.36 $10.00 (5) AUV at End of Period $9.99 $7.83 $9.36 Number of Accumulation Units Outstanding at End of Period 45,810 44,676 8,703 INVESCO VIF--UTILITIES AUV at Beginning of Period $6.35 $8.10 $10.00 (5) AUV at End of Period $7.34 $6.35 $8.10 Number of Accumulation Units Outstanding at End of Period 99,200 18,052 960 JENNISON PORTFOLIO AUV at Beginning of Period $4.25 $6.27 $7.84 $10.00 (2) AUV at End of Period $5.42 $4.25 $6.27 $7.84 Number of Accumulation Units Outstanding at End of Period 204,235 222,330 244,934 92,165 LIBERTY ASSET ALLOCATION AUV at Beginning of Period $10.00 (10) AUV at End of Period $11.97 Number of Accumulation Units Outstanding at End of Period 6,287 LIBERTY EQUITY AUV at Beginning of Period $6.53 $9.17 $11.38 $11.52 AUV at End of Period $7.97 $6.53 $9.17 $11.38 Number of Accumulation Units Outstanding at End of Period 3,460 2,533 3,013 3,426 LIBERTY FEDERAL SECURITIES AUV at Beginning of Period $10.00 (10) AUV at End of Period $10.08 Number of Accumulation Units Outstanding at End of Period 1,206 LIBERTY SMALL COMPANY GROWTH AUV at Beginning of Period $10.00 (10) AUV at End of Period $14.96 Number of Accumulation Units Outstanding at End of Period 413 PIMCO HIGH YIELD PORTFOLIO AUV at Beginning of Period $9.75 $10.03 $9.96 $10.13 (1) AUV at End of Period $11.78 $9.75 $10.03 $9.96 Number of Accumulation Units Outstanding at End of Period 796,025 657,118 673,993 498,509 PIMCO STOCKSPLUS GROWTH & INCOME AUV at Beginning of Period $7.97 $10.16 $11.66 $12.49 (1) AUV at End of Period $10.23 $7.97 $10.16 $11.66 Number of Accumulation Units Outstanding at End of Period 390,278 562,721 614,802 624,891 PIONEER FUND VCT AUV at Beginning of Period $7.45 $9.38 $10.00 (5) AUV at End of Period $9.05 $7.45 $9.38 Number of Accumulation Units Outstanding at End of Period 73,198 62,576 4,756 Access - 133972 A22 2003 2002 2001 2000 ---------------------------------------------------------------------- PIONEER MID CAP VALUE AUV at Beginning of Period $9.34 $10.71 $10.00 (5) AUV at End of Period $12.60 $9.34 $10.71 Number of Accumulation Units Outstanding at End of Period 146,268 113,225 4,960 PROFUND VP BULL AUV at Beginning of Period $6.64 $8.88 $10.00 (4) AUV at End of Period $8.21 $6.64 $8.88 Number of Accumulation Units Outstanding at End of Period 123,574 117,319 117,895 PROFUND VP EUROPE 30 AUV at Beginning of Period $6.03 $8.26 $10.00 (4) AUV at End of Period $8.23 $6.03 $8.26 Number of Accumulation Units Outstanding at End of Period 71,708 42,457 4,340 PROFUND VP RISING RATES OPPORTUNITY AUV at Beginning of Period $10.00 (14) AUV at End of Period $9.36 Number of Accumulation Units Outstanding at End of Period 6,865 PROFUND VP SMALL CAP AUV at Beginning of Period $7.19 $9.42 $10.00 (4) AUV at End of Period $10.10 $7.19 $9.42 Number of Accumulation Units Outstanding at End of Period 251,400 72,217 43,781 SP JENNISON INTERNATIONAL GROWTH AUV at Beginning of Period $4.10 $5.40 $8.56 $10.00 (3) AUV at End of Period $5.61 $4.10 $5.40 $8.56 Number of Accumulation Units Outstanding at End of Period 110,259 46,748 42,844 58,710
FOOTNOTES (1) Fund First Available during October 1993 (10) Fund First Available during April 2003 (2) Fund First Available during January 1995 (11) Fund First Available during June 2003 (3) Fund First Available during October 1995 (12) Fund First Available during August 2003 (4) Fund First Available during January 1996 (13) Fund First Available during September 2003 (5) Fund First Available during September 1996 (14) Fund First Available during October 2003 (6) Fund First Available during February 1997 (15) Fund First Available during November 2003 (7) Fund First Available during May 1998 (16) Fund First Available during December 2003 (8) Fund First Available during October 2000 (9) Fund First Available during May 2001
2003 2002 2001 2000 1999 ------------------------------------------------------------------------------ SEPARATE ACCOUNT ANNUAL CHARGES OF 1.70% AIM VI DENT DEMOGRAPHIC TRENDS AUV at Beginning of Period $7.32 $10.99 $10.00 (8) AUV at End of Period $9.87 $7.32 $10.99 Number of Accumulation Units Outstanding at End of Period 496,353 94,533 51,753 COLONIAL SMALL CAP VALUE AUV at Beginning of Period $10.00 (16) AUV at End of Period $13.82 Number of Accumulation Units Outstanding at End of Period 203,540 FIDELITY(R) VIP EQUITY--INCOME AUV at Beginning of Period $7.80 $9.58 (9) AUV at End of Period $9.97 $7.80 Number of Accumulation Units Outstanding at End of Period 881,408 338,456 1998 1997 -------------------------------------- SEPARATE ACCOUNT ANNUAL CHARGES OF 1.70% AIM VI DENT DEMOGRAPHIC TRENDS AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period COLONIAL SMALL CAP VALUE AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period FIDELITY(R) VIP EQUITY--INCOME AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period
Access - 133972 A23
2003 2002 2001 2000 1999 --------------------------------------------------------------------------------- FIDELITY(R) VIP GROWTH AUV at Beginning of Period $6.34 $9.26 (9) AUV at End of Period $8.27 $6.34 Number of Accumulation Units Outstanding at End of Period 1,487,203 256,321 ING AIM MID CAP GROWTH AUV at Beginning of Period $9.68 $14.41 $18.60 $21.61 $14.07 AUV at End of Period $13.72 $9.68 $14.41 $18.60 $21.61 Number of Accumulation Units Outstanding at End of Period 2,492,964 2,578,304 3,613,809 4,283,690 3,050,566 ING ALLIANCE MID CAP GROWTH AUV at Beginning of Period $9.89 $14.38 $16.96 $20.82 $16.87 AUV at End of Period $16.24 $9.89 $14.38 $16.96 $20.82 Number of Accumulation Units Outstanding at End of Period 5,800,164 6,139,683 7,379,706 8,274,067 7,450,250 ING AMERICAN FUNDS GROWTH AUV at Beginning of Period $10.00 (14) AUV at End of Period $10.76 Number of Accumulation Units Outstanding at End of Period 964,596 ING AMERICAN FUNDS GROWTH-INCOME AUV at Beginning of Period $10.00 (14) AUV at End of Period $10.98 Number of Accumulation Units Outstanding at End of Period 801,373 ING AMERICAN FUNDS INTERNATIONAL AUV at Beginning of Period $10.00 (14) AUV at End of Period $11.61 Number of Accumulation Units Outstanding at End of Period 252,100 ING CAPITAL GUARDIAN LARGE CAP VALUE AUV at Beginning of Period $7.46 $9.96 $10.52 $10.00 (4) AUV at End of Period $10.03 $7.46 $9.96 $10.52 Number of Accumulation Units Outstanding at End of Period 5,242,836 4,117,977 3,260,905 961,611 ING CAPITAL GUARDIAN MANAGED GLOBAL AUV at Beginning of Period $13.36 $17.03 $19.67 $23.42 $14.59 AUV at End of Period $17.91 $13.36 $17.03 $19.67 $23.42 Number of Accumulation Units Outstanding at End of Period 1,425,812 1,143,491 922,271 565,653 139,357 ING CAPITAL GUARDIAN SMALL CAP AUV at Beginning of Period $12.86 $17.55 $18.12 $22.55 $15.23 AUV at End of Period $17.75 $12.86 $17.55 $18.12 $22.55 Number of Accumulation Units Outstanding at End of Period 4,195,336 4,163,678 4,881,594 4,812,017 3,698,983 ING DEVELOPING WORLD AUV at Beginning of Period $6.14 $7.00 $7.51 $11.54 $7.26 AUV at End of Period $8.85 $6.14 $7.00 $7.51 $11.54 Number of Accumulation Units Outstanding at End of Period 1,492,155 1,283,289 1,380,292 1,788,602 1,344,877 ING EAGLE ASSET VALUE EQUITY AUV at Beginning of Period $14.61 $17.92 $19.08 $17.84 $18.06 AUV at End of Period $17.99 $14.61 $17.92 $19.08 $17.84 Number of Accumulation Units Outstanding at End of Period 1,958,387 2,165,514 2,414,646 2,230,349 1,956,244 1998 1997 -------------------------------------- FIDELITY(R) VIP GROWTH AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period ING AIM MID CAP GROWTH AUV at Beginning of Period $14.20 $14.04 (1) AUV at End of Period $14.07 $14.20 Number of Accumulation Units Outstanding at End of Period 827,478 49,579 ING ALLIANCE MID CAP GROWTH AUV at Beginning of Period $15.32 $15.92 (1) AUV at End of Period $16.87 $15.32 Number of Accumulation Units Outstanding at End of Period 2,741,016 253,937 ING AMERICAN FUNDS GROWTH AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period ING AMERICAN FUNDS GROWTH-INCOME AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period ING AMERICAN FUNDS INTERNATIONAL AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period ING CAPITAL GUARDIAN LARGE CAP VALUE AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period ING CAPITAL GUARDIAN MANAGED GLOBAL AUV at Beginning of Period $11.47 $12.34 (1) AUV at End of Period $14.59 $11.47 Number of Accumulation Units Outstanding at End of Period 67,979 3,479 ING CAPITAL GUARDIAN SMALL CAP AUV at Beginning of Period $12.81 $13.78 (1) AUV at End of Period $15.23 $12.81 Number of Accumulation Units Outstanding at End of Period 1,326,706 106,014 ING DEVELOPING WORLD AUV at Beginning of Period $10.00 (2) AUV at End of Period $7.26 Number of Accumulation Units Outstanding at End of Period 111,872 ING EAGLE ASSET VALUE EQUITY AUV at Beginning of Period $18.09 $18.67 (1) AUV at End of Period $18.06 $18.09 Number of Accumulation Units Outstanding at End of Period 1,201,314 118,902
Access - 133972 A24
2003 2002 2001 2000 1999 ------------------------------------------------------------------------------ ING FMR(SM) DIVERSIFIED MID--CAP AUV at Beginning of Period $7.18 $9.06 $9.87 $10.00 (6) AUV at End of Period $9.42 $7.18 $9.06 $9.87 Number of Accumulation Units Outstanding at End of Period 1,406,797 1,210,499 722,319 285,263 ING GOLDMAN SACHS INTERNET TOLLKEEPER AUV at Beginning of Period $4.63 $7.60 $10.00 (7) AUV at End of Period $6.41 $4.63 $7.60 Number of Accumulation Units Outstanding at End of Period 559,222 151,985 87,897 ING HARD ASSETS AUV at Beginning of Period $13.45 $13.58 $15.72 $16.78 $13.84 AUV at End of Period $20.13 $13.45 $13.58 $15.72 $16.78 Number of Accumulation Units Outstanding at End of Period 1,031,494 968,858 474,626 861,668 565,254 ING INTERNATIONAL EQUITY AUV at Beginning of Period $7.07 $8.57 $11.29 $15.50 $10.27 AUV at End of Period $8.97 $7.07 $8.57 $11.29 $15.50 Number of Accumulation Units Outstanding at End of Period 3,838,886 4,107,916 4,631,066 5,326,265 4,663,701 ING JANUS GROWTH AND INCOME AUV at Beginning of Period $7.00 $8.84 $9.94 $10.00 (6) AUV at End of Period $8.43 $7.00 $8.84 $9.94 Number of Accumulation Units Outstanding at End of Period 2,181,919 1,909,357 1,431,165 283,250 ING JANUS SPECIAL EQUITY AUV at Beginning of Period $6.04 $8.29 $8.88 $10.00 (6) AUV at End of Period $8.92 $6.04 $8.29 $8.88 Number of Accumulation Units Outstanding at End of Period 553,068 327,690 389,304 131,190 ING JENNISON EQUITY OPPORTUNITIES AUV at Beginning of Period $14.56 $20.94 $24.48 $29.38 $23.98 AUV at End of Period $18.77 $14.56 $20.94 $24.48 $29.38 Number of Accumulation Units Outstanding at End of Period 3,080,079 3,453,225 4,160,509 4,496,266 3,574,165 ING JP MORGAN FLEMING INTERNATIONAL AUV at Beginning of Period $10.00 (14) AUV at End of Period $11.86 Number of Accumulation Units Outstanding at End of Period 32,414 ING JP MORGAN FLEMING SMALLCAP AUV at Beginning of Period $7.83 $10.00 (9) AUV at End of Period $10.33 $7.83 Number of Accumulation Units Outstanding at End of Period 498,967 166,809 ING JULIUS BAER FOREIGN AUV at Beginning of Period $8.21 $10.00 (9) AUV at End of Period $10.59 $8.21 Number of Accumulation Units Outstanding at End of Period 189,658 52,606 ING LIMITED MATURITY BOND AUV at Beginning of Period $19.29 $18.30 $17.11 $16.15 $16.25 AUV at End of Period $19.50 $19.29 $18.30 $17.11 $16.15 Number of Accumulation Units Outstanding at End of Period 3,602,661 4,436,723 3,653,891 2,442,971 2,267,799 ING LIQUID ASSETS AUV at Beginning of Period $15.17 $15.21 $14.90 $14.29 $13.88 AUV at End of Period $15.02 $15.17 $15.21 $14.90 $14.29 Number of Accumulation Units Outstanding at End of Period 6,180,281 8,964,021 10,759,451 7,933,970 11,002,422 ING MARSICO GROWTH AUV at Beginning of Period $10.30 $14.88 $21.70 $28.29 $16.16 AUV at End of Period $13.44 $10.30 $14.88 $21.70 $28.29 Number of Accumulation Units Outstanding at End of Period 10,340,319 11,094,010 15,394,399 18,166,964 15,200,893 1998 1997 -------------------------------------- ING FMR(SM) DIVERSIFIED MID--CAP AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period ING GOLDMAN SACHS INTERNET TOLLKEEPER AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period ING HARD ASSETS AUV at Beginning of Period $19.99 $23.34 (1) AUV at End of Period $13.84 $19.99 Number of Accumulation Units Outstanding at End of Period 210,821 13,179 ING INTERNATIONAL EQUITY AUV at Beginning of Period $9.92 $11.60 (1) AUV at End of Period $10.27 $9.92 Number of Accumulation Units Outstanding at End of Period 1,736,713 72,955 ING JANUS GROWTH AND INCOME AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period ING JANUS SPECIAL EQUITY AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period ING JENNISON EQUITY OPPORTUNITIES AUV at Beginning of Period $21.65 $21.57 (1) AUV at End of Period $23.98 $21.65 Number of Accumulation Units Outstanding at End of Period 1,023,965 69,625 ING JP MORGAN FLEMING INTERNATIONAL AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period ING JP MORGAN FLEMING SMALLCAP AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period ING JULIUS BAER FOREIGN AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period ING LIMITED MATURITY BOND AUV at Beginning of Period $15.47 $15.29 (1) AUV at End of Period $16.25 $15.47 Number of Accumulation Units Outstanding at End of Period 937,378 19,171 ING LIQUID ASSETS AUV at Beginning of Period $13.44 $13.33 (1) AUV at End of Period $13.88 $13.44 Number of Accumulation Units Outstanding at End of Period 3,069,965 370,411 ING MARSICO GROWTH AUV at Beginning of Period $12.96 $15.10 (1) AUV at End of Period $16.16 $12.96 Number of Accumulation Units Outstanding at End of Period 2,354,359 238,200
Access - 133972 A25
2003 2002 2001 2000 1999 ------------------------------------------------------------------------------ ING MERCURY FOCUS VALUE AUV at Beginning of Period $8.35 $10.00 (9) AUV at End of Period $10.78 $8.35 Number of Accumulation Units Outstanding at End of Period 178,759 94,260 ING MERCURY FUNDAMENTAL GROWTH AUV at Beginning of Period $7.96 $10.00 (9) AUV at End of Period $9.93 $7.96 Number of Accumulation Units Outstanding at End of Period 113,463 44,257 ING MFS MID CAP GROWTH AUV at Beginning of Period $15.68 $31.15 $41.50 $39.02 $22.17 AUV at End of Period $21.44 $15.68 $31.15 $41.50 $39.02 Number of Accumulation Units Outstanding at End of Period 4,377,954 4,651,810 5,852,720 6,423,422 4,433,020 ING MFS RESEARCH AUV at Beginning of Period $14.76 $19.98 $25.89 $27.58 $22.59 AUV at End of Period $18.07 $14.76 $19.98 $25.89 $27.58 Number of Accumulation Units Outstanding at End of Period 5,236,618 6,172,512 7,706,339 8,763,560 8,143,208 ING MFS TOTAL RETURN AUV at Beginning of Period $18.75 $20.10 $20.35 $17.77 $17.49 AUV at End of Period $21.52 $18.75 $20.10 $20.35 $17.77 Number of Accumulation Units Outstanding at End of Period 8,577,564 8,722,390 9,559,263 9,095,577 9,101,946 ING PIMCO CORE BOND AUV at Beginning of Period $12.39 $11.60 $11.52 $11.60 $12.92 AUV at End of Period $12.76 $12.39 $11.60 $11.52 $11.60 Number of Accumulation Units Outstanding at End of Period 4,594,825 4,423,426 1,576,247 774,738 619,047 ING SALOMON BROTHERS AGGRESSIVE GROWTH AUV at Beginning of Period $10.00 (14) AUV at End of Period $10.80 Number of Accumulation Units Outstanding at End of Period 96,653 ING SALOMON BROTHERS ALL CAP AUV at Beginning of Period $8.47 $11.58 $11.56 $10.00 (4) AUV at End of Period $11.57 $8.47 $11.58 $11.56 Number of Accumulation Units Outstanding at End of Period 3,873,359 3,652,428 3,995,359 1,620,720 ING SALOMON BROTHERS INVESTORS AUV at Beginning of Period $8.00 $10.57 $11.23 $10.00 (4) AUV at End of Period $10.32 $8.00 $10.57 $11.23 Number of Accumulation Units Outstanding at End of Period 1,438,354 1,371,277 1,410,056 234,838 ING T. ROWE PRICE CAPITAL APPRECIATION AUV at Beginning of Period $26.76 $27.09 $25.07 $20.91 $19.90 AUV at End of Period $32.94 $26.76 $27.09 $25.07 $20.91 Number of Accumulation Units Outstanding at End of Period 5,299,315 5,386,259 4,693,130 3,237,449 3,118,319 ING T. ROWE PRICE EQUITY INCOME AUV at Beginning of Period $19.58 $22.94 $23.03 $20.74 $21.26 AUV at End of Period $24.09 $19.58 $22.94 $23.03 $20.74 Number of Accumulation Units Outstanding at End of Period 3,460,523 3,360,157 3,203,914 2,552,793 2,294,951 ING UBS U.S. BALANCED AUV at Beginning of Period $7.21 (16) AUV at End of Period $8.37 Number of Accumulation Units Outstanding at End of Period 699,233 1998 1997 -------------------------------------- ING MERCURY FOCUS VALUE AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period ING MERCURY FUNDAMENTAL GROWTH AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period ING MFS MID CAP GROWTH AUV at Beginning of Period $18.36 $18.79 (1) AUV at End of Period $22.17 $18.36 Number of Accumulation Units Outstanding at End of Period 1,235,725 48,347 ING MFS RESEARCH AUV at Beginning of Period $18.67 $19.15 (1) AUV at End of Period $22.59 $18.67 Number of Accumulation Units Outstanding at End of Period 3,674,201 162,677 ING MFS TOTAL RETURN AUV at Beginning of Period $15.94 $15.68 (1) AUV at End of Period $17.49 $15.94 Number of Accumulation Units Outstanding at End of Period 3,874,736 152,264 ING PIMCO CORE BOND AUV at Beginning of Period $11.75 $11.87 (1) AUV at End of Period $12.92 $11.75 Number of Accumulation Units Outstanding at End of Period 194,008 6,455 ING SALOMON BROTHERS AGGRESSIVE GROWTH AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period ING SALOMON BROTHERS ALL CAP AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period ING SALOMON BROTHERS INVESTORS AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period ING T. ROWE PRICE CAPITAL APPRECIATION AUV at Beginning of Period $19.11 $18.96 (1) AUV at End of Period $19.90 $19.11 Number of Accumulation Units Outstanding at End of Period 1,727,706 108,930 ING T. ROWE PRICE EQUITY INCOME AUV at Beginning of Period $19.97 $19.99 (1) AUV at End of Period $21.26 $19.97 Number of Accumulation Units Outstanding at End of Period 744,367 35,954 ING UBS U.S. BALANCED AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period
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2003 2002 2001 2000 1999 ------------------------------------------------------------------------------ ING VAN KAMPEN EQUITY GROWTH AUV at Beginning of Period $7.81 $10.00 (9) AUV at End of Period $9.49 $7.81 Number of Accumulation Units Outstanding at End of Period 279,599 62,876 ING VAN KAMPEN GLOBAL FRANCHISE AUV at Beginning of Period $8.83 $10.00 (9) AUV at End of Period $10.96 $8.83 Number of Accumulation Units Outstanding at End of Period 396,477 222,557 ING VAN KAMPEN GROWTH & INCOME AUV at Beginning of Period $17.67 $21.08 $24.36 $25.31 $22.22 AUV at End of Period $22.21 $17.67 $21.08 $24.36 $25.31 Number of Accumulation Units Outstanding at End of Period 6,539,928 7,350,028 8,865,678 9,922,551 9,473,482 ING VAN KAMPEN REAL ESTATE AUV at Beginning of Period $26.86 $27.27 $25.65 $19.92 $21.07 AUV at End of Period $36.36 $26.86 $27.27 $25.65 $19.92 Number of Accumulation Units Outstanding at End of Period 1,057,432 977,818 801,893 826,871 554,454 ING VP BOND PORTFOLIO AUV at Beginning of Period $10.62 $10.00 (9) AUV at End of Period $11.07 $10.62 Number of Accumulation Units Outstanding at End of Period 587,973 707,083 ING VP GROWTH OPPORTUNITIES AUV at Beginning of Period $5.23 $7.78 $10.00 (7) AUV at End of Period $6.82 $5.23 $7.78 Number of Accumulation Units Outstanding at End of Period 283,853 151,543 51,380 ING VP INDEX PLUS LARGE CAP AUV at Beginning of Period $10.00 (13) AUV at End of Period $8.91 Number of Accumulation Units Outstanding at End of Period 295,431 ING VP MAGNACAP AUV at Beginning of Period $7.07 $9.33 $10.00 (7) AUV at End of Period $9.08 $7.07 $9.33 Number of Accumulation Units Outstanding at End of Period 202,659 125,575 76,114 ING VP SMALLCAP OPPORTUNITIES AUV at Beginning of Period $4.60 $8.31 $10.00 (7) AUV at End of Period $6.25 $4.60 $8.31 Number of Accumulation Units Outstanding at End of Period 948,468 483,572 188,338 ING VP WORLDWIDE GROWTH AUV at Beginning of Period $5.16 $6.99 $8.74 $10.00 (5) AUV at End of Period $6.56 $5.16 $6.99 $8.74 Number of Accumulation Units Outstanding at End of Period 450,252 361,647 247,751 28,853 INVESCO VIF HEALTH SCIENCES AUV at Beginning of Period $7.62 $10.26 $10.00 (8) AUV at End of Period $9.57 $7.62 $10.26 Number of Accumulation Units Outstanding at End of Period 703,869 493,958 367,187 INVESCO VIF LEISURE FUND AUV at Beginning of Period $8.42 $10.00 (9) AUV at End of Period $10.65 $8.42 Number of Accumulation Units Outstanding at End of Period 155,027 30,007 1998 1997 -------------------------------------- ING VAN KAMPEN EQUITY GROWTH AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period ING VAN KAMPEN GLOBAL FRANCHISE AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period ING VAN KAMPEN GROWTH & INCOME AUV at Beginning of Period $19.81 $19.05 (1) AUV at End of Period $22.22 $19.81 Number of Accumulation Units Outstanding at End of Period 4,305,084 179,402 ING VAN KAMPEN REAL ESTATE AUV at Beginning of Period $24.76 $24.56 (1) AUV at End of Period $21.07 $24.76 Number of Accumulation Units Outstanding at End of Period 426,516 45,472 ING VP BOND PORTFOLIO AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period ING VP GROWTH OPPORTUNITIES AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period ING VP INDEX PLUS LARGE CAP AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period ING VP MAGNACAP AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period ING VP SMALLCAP OPPORTUNITIES AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period ING VP WORLDWIDE GROWTH AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period INVESCO VIF HEALTH SCIENCES AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period INVESCO VIF LEISURE FUND AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period
Access - 133972 A27
2003 2002 2001 2000 1999 ------------------------------------------------------------------------------ INVESCO VIF--FINANCIAL SERVICES AUV at Beginning of Period $7.82 $9.35 $10.00 (8) AUV at End of Period $9.97 $7.82 $9.35 Number of Accumulation Units Outstanding at End of Period 377,242 182,156 45,911 INVESCO VIF--UTILITIES AUV at Beginning of Period $6.34 $8.10 $10.00 (8) AUV at End of Period $7.32 $6.34 $8.10 Number of Accumulation Units Outstanding at End of Period 376,280 103,374 6,689 JENNISON PORTFOLIO AUV at Beginning of Period $4.24 $6.26 $7.83 $10.00 (5) AUV at End of Period $5.40 $4.24 $6.26 $7.83 Number of Accumulation Units Outstanding at End of Period 902,884 840,344 1,001,520 75,572 LIBERTY ASSET ALLOCATION AUV at Beginning of Period $10.00 (12) AUV at End of Period $11.96 Number of Accumulation Units Outstanding at End of Period 2,420 LIBERTY EQUITY AUV at Beginning of Period $6.50 $9.14 $11.37 $11.78 AUV at End of Period $7.94 $6.50 $9.14 $11.37 $11.78 Number of Accumulation Units Outstanding at End of Period 4,086 2,843 5,671 6,673 4,420 LIBERTY FEDERAL SECURITIES AUV at Beginning of Period $10.00 (12) AUV at End of Period $10.07 Number of Accumulation Units Outstanding at End of Period 294 PIMCO HIGH YIELD PORTFOLIO AUV at Beginning of Period $9.70 $9.99 $9.93 $10.19 $10.06 AUV at End of Period $11.72 $9.70 $9.99 $9.93 $10.19 Number of Accumulation Units Outstanding at End of Period 6,864,118 5,428,136 5,191,930 4,861,886 5,486,600 PIMCO STOCKSPLUS GROWTH & INCOME AUV at Beginning of Period $7.94 $10.12 $11.62 $13.06 $11.09 AUV at End of Period $10.17 $7.94 $10.12 $11.62 $13.06 Number of Accumulation Units Outstanding at End of Period 4,207,501 5,327,508 6,170,622 6,920,736 7,321,127 PIONEER FUND VCT II AUV at Beginning of Period $7.44 $9.37 $10.00 (8) AUV at End of Period $9.03 $7.44 $9.37 Number of Accumulation Units Outstanding at End of Period 545,156 297,005 27,155 PIONEER MID CAP VALUE II AUV at Beginning of Period $9.33 $10.71 $10.00 (8) AUV at End of Period $12.57 $9.33 $10.71 Number of Accumulation Units Outstanding at End of Period 1,411,357 796,391 55,679 PROFUND VP BULL AUV at Beginning of Period $6.63 $8.88 $10.00 (7) AUV at End of Period $8.19 $6.63 $8.88 Number of Accumulation Units Outstanding at End of Period 548,338 342,070 353,534 PROFUND VP EUROPE 30 AUV at Beginning of Period $6.02 $8.25 $10.00 (7) AUV at End of Period $8.21 $6.02 $8.25 Number of Accumulation Units Outstanding at End of Period 538,227 181,953 13,357 1998 1997 -------------------------------------- INVESCO VIF--FINANCIAL SERVICES AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period INVESCO VIF--UTILITIES AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period JENNISON PORTFOLIO AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period LIBERTY ASSET ALLOCATION AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period LIBERTY EQUITY AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period LIBERTY FEDERAL SECURITIES AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period PIMCO HIGH YIELD PORTFOLIO AUV at Beginning of Period $10.00 (3) AUV at End of Period $10.06 Number of Accumulation Units Outstanding at End of Period 1,558,466 PIMCO STOCKSPLUS GROWTH & INCOME AUV at Beginning of Period $10.00 (3) AUV at End of Period $11.09 Number of Accumulation Units Outstanding at End of Period 1,911,521 PIONEER FUND VCT II AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period PIONEER MID CAP VALUE II AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period PROFUND VP BULL AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period PROFUND VP EUROPE 30 AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period
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2003 2002 2001 2000 1999 ------------------------------------------------------------------------------ PROFUND VP RISING RATES OPPORTUNITY AUV at Beginning of Period $10.00 (15) AUV at End of Period $9.36 Number of Accumulation Units Outstanding at End of Period 404,098 PROFUND VP SMALL CAP AUV at Beginning of Period $7.17 $9.41 $10.00 (7) AUV at End of Period $10.07 $7.17 $9.41 Number of Accumulation Units Outstanding at End of Period 1,076,231 499,606 128,298 SP JENNISON INT. GROWTH AUV at Beginning of Period $4.09 $5.39 $8.56 $10.00 (6) AUV at End of Period $5.59 $4.09 $5.39 $8.56 Number of Accumulation Units Outstanding at End of Period 926,785 393,653 214,255 15,695 1998 1997 -------------------------------------- PROFUND VP RISING RATES OPPORTUNITY AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period PROFUND VP SMALL CAP AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period SP JENNISON INT. GROWTH AUV at Beginning of Period AUV at End of Period Number of Accumulation Units Outstanding at End of Period
FOOTNOTES (1) Fund First Available during October 1997 (12) Funds First Available during April 2003 (2) Fund First Available during February 1998 (13) Funds First Available during August 2003 (3) Fund First Available during May 1998 (14) Funds First Available during September 2003 (4) Fund First Available during February 2000 (15) Funds First Available during October 2003 (5) Fund First Available during May 2000 (16) Funds First Available during November 2003 (6) Fund First Available during October 2000 (7) Fund First Available during May 2001 (8) Fund First Available during November 2001 (9) Fund First Available during May 2002 (10) Fund First Available during September 2002 (11) Fund First Available during December 2002
2003 2002 2001 2000 ---------------------------------------------------------------------- SEPARATE ACCOUNT ANNUAL CHARGES OF 1.75 % AIM VI DENT DEMOGRAPHIC TRENDS AUV at Beginning of Period $7.31 $10.99 $10.00 (5) AUV at End of Period $9.86 $7.31 $10.99 Number of Accumulation Units Outstanding at End of Period 336,417 76,299 4,183 COLONIAL SMALL CAP VALUE AUV at Beginning of Period $10.00 (14) AUV at End of Period $13.82 Number of Accumulation Units Outstanding at End of Period 159,277 FIDELITY(R) VIP EQUITY--INCOME AUV at Beginning of Period $7.79 $9.57 $10.00 (7) AUV at End of Period $9.96 $7.79 $9.57 Number of Accumulation Units Outstanding at End of Period 987,940 139,297 FIDELITY(R) VIP GROWTH AUV at Beginning of Period $6.34 $9.26 $10.00 (7) AUV at End of Period $8.26 $6.34 $9.26 Number of Accumulation Units Outstanding at End of Period 1,008,677 138,235 ING AIM MID CAP GROWTH AUV at Beginning of Period $9.64 $14.37 $18.55 $21.42 (1) AUV at End of Period $13.66 $9.64 $14.37 $18.55 Number of Accumulation Units Outstanding at End of Period 542,810 398,841 327,852 149,363 Access - 133972 A29 2003 2002 2001 2000 ---------------------------------------------------------------------- ING ALLIANCE MID CAP GROWTH AUV at Beginning of Period $9.86 $14.34 $16.92 $19.90 (1) AUV at End of Period $16.18 $9.86 $14.34 $16.92 Number of Accumulation Units Outstanding at End of Period 888,765 616,586 395,575 116,196 ING AMERICAN FUNDS GROWTH AUV at Beginning of Period $10.00 (12) AUV at End of Period $10.76 Number of Accumulation Units Outstanding at End of Period 726,382 ING AMERICAN FUNDS GROWTH-INCOME AUV at Beginning of Period $10.00 (12) AUV at End of Period $10.98 Number of Accumulation Units Outstanding at End of Period 542,973 ING AMERICAN FUNDS INTERNATIONAL AUV at Beginning of Period $10.00 (12) AUV at End of Period $11.60 Number of Accumulation Units Outstanding at End of Period 208,539 ING CAPITAL GUARDIAN LARGE CAP VALUE AUV at Beginning of Period $7.45 $9.95 $10.51 $10.00 (1) AUV at End of Period $10.01 $7.45 $9.95 $10.51 Number of Accumulation Units Outstanding at End of Period 3,953,848 2,719,021 1,513,414 177,361 ING CAPITAL GUARDIAN MANAGED GLOBAL AUV at Beginning of Period $13.29 $16.95 $19.59 $21.80 (1) AUV at End of Period $17.80 $13.29 $16.95 $19.59 Number of Accumulation Units Outstanding at End of Period 805,342 592,153 361,440 138,197 ING CAPITAL GUARDIAN SMALL CAP AUV at Beginning of Period $12.82 $17.49 $18.07 $23.40 (1) AUV at End of Period $17.68 $12.82 $17.49 $18.07 Number of Accumulation Units Outstanding at End of Period 1,161,533 857,078 525,394 140,651 ING DEVELOPING WORLD AUV at Beginning of Period $6.13 $6.98 $7.50 $11.60 (1) AUV at End of Period $8.83 $6.13 $6.98 $7.50 Number of Accumulation Units Outstanding at End of Period 410,102 256,922 138,408 35,033 ING EAGLE ASSET VALUE EQUITY AUV at Beginning of Period $14.56 $17.87 $19.03 $17.21 (1) AUV at End of Period $17.92 $14.56 $17.87 $19.03 Number of Accumulation Units Outstanding at End of Period 406,394 307,027 174,298 10,293 ING FMR(SM) DIVERSIFIED MID--CAP AUV at Beginning of Period $7.17 $9.05 $9.87 $10.00 (3) AUV at End of Period $9.41 $7.17 $9.05 $9.87 Number of Accumulation Units Outstanding at End of Period 1,170,476 839,244 335,910 10,627 ING GET FUND -- SERIES T AUV at Beginning of Period $10.06 $10.00 (8) AUV at End of Period $10.42 $10.06 Number of Accumulation Units Outstanding at End of Period 2,451,345 171,909 ING GET FUND -- SERIES U AUV at Beginning of Period $10.00 $10.00 (9) AUV at End of Period $10.51 $10.00 Number of Accumulation Units Outstanding at End of Period 1,761,982 -- Access - 133972 A30 2003 2002 2001 2000 ---------------------------------------------------------------------- ING GET FUND -- SERIES V AUV at Beginning of Period $10.00 (10) AUV at End of Period $9.70 Number of Accumulation Units Outstanding at End of Period 4,476,244 ING GET U.S. CORE PORTFOLIO - SERIES 1 AUV at Beginning of Period $10.00 (10) AUV at End of Period $10.23 Number of Accumulation Units Outstanding at End of Period 2,469,139 ING GET U.S. CORE PORTFOLIO - SERIES 2 AUV at Beginning of Period $10.00 (12) AUV at End of Period $10.02 Number of Accumulation Units Outstanding at End of Period 2,272,395 ING GOLDMAN SACHS INTERNET TOLLKEEPER AUV at Beginning of Period $4.62 $7.60 $10.00 (4) AUV at End of Period $6.40 $4.62 $7.60 Number of Accumulation Units Outstanding at End of Period 417,880 181,315 69,117 ING HARD ASSETS AUV at Beginning of Period $13.36 $13.49 $15.62 $15.59 (1) AUV at End of Period $19.98 $13.36 $13.49 $15.62 Number of Accumulation Units Outstanding at End of Period 210,633 120,308 30,794 18,820 ING INTERNATIONAL EQUITY AUV at Beginning of Period $7.04 $8.55 $11.26 $14.84 (6) AUV at End of Period $8.94 $7.04 $8.55 $11.26 Number of Accumulation Units Outstanding at End of Period 522,021 261,177 100,590 ING JANUS GROWTH AND INCOME AUV at Beginning of Period $6.99 $8.83 $9.94 $10.00 (3) AUV at End of Period $8.42 $6.99 $8.83 $9.94 Number of Accumulation Units Outstanding at End of Period 2,197,627 1,307,256 638,396 21,427 ING JANUS SPECIAL EQUITY AUV at Beginning of Period $6.03 $8.29 $8.88 $10.00 (3) AUV at End of Period $8.91 $6.03 $8.29 $8.88 Number of Accumulation Units Outstanding at End of Period 356,949 292,321 197,279 5,866 ING JENNISON EQUITY OPPORTUNITIES AUV at Beginning of Period $14.48 $20.84 $24.38 $28.75 (1) AUV at End of Period $18.66 $14.48 $20.84 $24.38 Number of Accumulation Units Outstanding at End of Period 606,017 577,200 446,323 109,154 ING JP MORGAN FLEMING INTERNATIONAL AUV at Beginning of Period $10.00 (12) AUV at End of Period $11.86 Number of Accumulation Units Outstanding at End of Period 25,758 ING JP MORGAN FLEMING SMALLCAP AUV at Beginning of Period $7.83 $10.00 (7) AUV at End of Period $10.32 $7.83 Number of Accumulation Units Outstanding at End of Period 299,555 72,176 Access - 133972 A31 2003 2002 2001 2000 ---------------------------------------------------------------------- ING JULIUS BAER FOREIGN AUV at Beginning of Period $8.21 $10.00 (7) AUV at End of Period $10.58 $8.21 Number of Accumulation Units Outstanding at End of Period 22,762 9,890 ING LIMITED MATURITY BOND AUV at Beginning of Period $19.12 $18.15 $16.97 $16.01 (1) AUV at End of Period $19.32 $19.12 $18.15 $16.97 Number of Accumulation Units Outstanding at End of Period 1,037,485 1,001,053 342,317 73,720 ING LIQUID ASSETS AUV at Beginning of Period $15.01 $15.06 $14.76 $14.21 (1) AUV at End of Period $14.86 $15.01 $15.06 $14.76 Number of Accumulation Units Outstanding at End of Period 1,545,927 1,590,576 1,500,979 293,515 ING MARSICO GROWTH AUV at Beginning of Period $10.27 $14.84 $21.65 $28.78 (1) AUV at End of Period $13.39 $10.27 $14.84 $21.65 Number of Accumulation Units Outstanding at End of Period 1,718,678 1,379,116 1,104,093 437,723 ING MERCURY FOCUS VALUE AUV at Beginning of Period $8.35 $10.00 (7) AUV at End of Period $10.77 $8.35 Number of Accumulation Units Outstanding at End of Period 122,619 16,519 ING MERCURY FUNDAMENTAL GROWTH AUV at Beginning of Period $7.96 $10.00 (7) AUV at End of Period $9.92 $7.96 Number of Accumulation Units Outstanding at End of Period 120,271 16,838 ING MFS MID CAP GROWTH AUV at Beginning of Period $15.61 $31.04 $41.37 $37.94 (1) AUV at End of Period $21.34 $15.61 $31.04 $41.37 Number of Accumulation Units Outstanding at End of Period 1,057,927 911,394 577,692 162,554 ING MFS RESEARCH AUV at Beginning of Period $14.70 $19.91 $25.81 $26.51 (1) AUV at End of Period $17.99 $14.70 $19.91 $25.81 Number of Accumulation Units Outstanding at End of Period 978,846 792,216 588,415 160,258 ING MFS TOTAL RETURN AUV at Beginning of Period $18.68 $20.03 $20.29 $17.18 (1) AUV at End of Period $21.42 $18.68 $20.03 $20.29 Number of Accumulation Units Outstanding at End of Period 2,962,240 1,806,441 934,682 102,750 ING PIMCO CORE BOND AUV at Beginning of Period $12.34 $11.56 $11.48 $11.26 (1) AUV at End of Period $12.70 $12.34 $11.56 $11.48 Number of Accumulation Units Outstanding at End of Period 2,257,025 1,446,385 328,948 16,895 ING SALOMON BROTHERS AGGRESSIVE GROWTH AUV at Beginning of Period $10.00 (12) AUV at End of Period $10.80 Number of Accumulation Units Outstanding at End of Period 51,221 ING SALOMON BROTHERS ALL CAP AUV at Beginning of Period $8.46 $11.57 $11.56 $10.00 (1) AUV at End of Period $11.54 $8.46 $11.57 $11.56 Number of Accumulation Units Outstanding at End of Period 1,812,621 1,438,659 902,603 98,842 Access - 133972 A32 2003 2002 2001 2000 ---------------------------------------------------------------------- ING SALOMON BROTHERS INVESTORS AUV at Beginning of Period $7.99 $10.56 $11.23 $10.00 (1) AUV at End of Period $10.30 $7.99 $10.56 $11.23 Number of Accumulation Units Outstanding at End of Period 676,868 534,293 384,799 11,867 ING T. ROWE PRICE CAPITAL APPRECIATION AUV at Beginning of Period $26.57 $26.91 $24.92 $20.20 (1) AUV at End of Period $32.69 $26.57 $26.91 $24.92 Number of Accumulation Units Outstanding at End of Period 2,065,649 1,345,841 531,690 15,600 ING T. ROWE PRICE EQUITY INCOME AUV at Beginning of Period $19.44 $22.79 $22.89 $19.52 (1) AUV at End of Period $23.91 $19.44 $22.79 $22.89 Number of Accumulation Units Outstanding at End of Period 1,278,747 773,224 387,753 30,890 ING UBS U.S. BALANCED AUV at Beginning of Period $7.20 (14) AUV at End of Period $8.35 Number of Accumulation Units Outstanding at End of Period 529,916 ING VAN KAMPEN EQUITY GROWTH AUV at Beginning of Period $7.80 $10.00 (7) AUV at End of Period $9.48 $7.80 Number of Accumulation Units Outstanding at End of Period 230,006 20,988 ING VAN KAMPEN GLOBAL FRANCHISE AUV at Beginning of Period $8.83 $10.00 (7) AUV at End of Period $10.95 $8.83 Number of Accumulation Units Outstanding at End of Period 242,169 53,323 ING VAN KAMPEN GROWTH & INCOME AUV at Beginning of Period $17.58 $20.99 $24.27 $25.04 (1) AUV at End of Period $22.09 $17.58 $20.99 $24.27 Number of Accumulation Units Outstanding at End of Period 841,519 616,373 485,828 119,426 ING VAN KAMPEN REAL ESTATE AUV at Beginning of Period $26.67 $27.09 $25.50 $19.96 (1) AUV at End of Period $36.09 $26.67 $27.09 $25.50 Number of Accumulation Units Outstanding at End of Period 398,419 271,009 101,334 25,056 ING VP BOND PORTFOLIO AUV at Beginning of Period $10.62 $10.00 (7) AUV at End of Period $11.06 $10.62 Number of Accumulation Units Outstanding at End of Period 277,417 218,867 ING VP GROWTH OPPORTUNITIES AUV at Beginning of Period $5.23 $7.77 $10.00 (4) AUV at End of Period $6.81 $5.23 $7.77 Number of Accumulation Units Outstanding at End of Period 230,737 149,494 27,449 ING VP INDEX PLUS LARGE CAP AUV at Beginning of Period $10.00 (11) AUV at End of Period $8.90 Number of Accumulation Units Outstanding at End of Period 275,705 ING VP MAGNACAP AUV at Beginning of Period $7.06 $9.33 $10.00 (4) AUV at End of Period $9.06 $7.06 $9.33 Number of Accumulation Units Outstanding at End of Period 198,861 102,496 24,770 Access - 133972 A33 2003 2002 2001 2000 ---------------------------------------------------------------------- ING VP SMALLCAP OPPORTUNITIES AUV at Beginning of Period $4.59 $8.31 $10.00 (4) AUV at End of Period $6.25 $4.59 $8.31 Number of Accumulation Units Outstanding at End of Period 952,613 454,392 79,268 ING VP WORLDWIDE GROWTH AUV at Beginning of Period $5.16 $6.98 $8.73 $10.00 (2) AUV at End of Period $6.54 $5.16 $6.98 $8.73 Number of Accumulation Units Outstanding at End of Period 571,723 349,871 169,312 7,369 INVESCO VIF HEALTH SCIENCES AUV at Beginning of Period $7.61 $10.26 $10.00 (5) AUV at End of Period $9.56 $7.61 $10.26 Number of Accumulation Units Outstanding at End of Period 527,172 271,523 16,016 INVESCO VIF LEISURE FUND AUV at Beginning of Period $8.42 $10.00 (7) AUV at End of Period $10.64 $8.42 Number of Accumulation Units Outstanding at End of Period 231,095 41,608 INVESCO VIF FINANCIAL SERVICES AUV at Beginning of Period $7.82 $9.35 $10.00 (5) AUV at End of Period $9.95 $7.82 $9.35 Number of Accumulation Units Outstanding at End of Period 301,666 110,702 3,522 INVESCO VIF UTILITIES AUV at Beginning of Period $6.34 $8.09 $10.00 (5) AUV at End of Period $7.31 $6.34 $8.09 Number of Accumulation Units Outstanding at End of Period 249,623 94,266 3,860 JENNISON PORTFOLIO AUV at Beginning of Period $4.23 $6.26 $7.83 $10.00 (2) AUV at End of Period $5.39 $4.23 $6.26 $7.83 Number of Accumulation Units Outstanding at End of Period 781,985 565,738 273,112 19,630 PIMCO HIGH YIELD PORTFOLIO AUV at Beginning of Period $9.68 $9.97 $9.92 $10.10 (1) AUV at End of Period $11.68 $9.68 $9.97 $9.92 Number of Accumulation Units Outstanding at End of Period 2,442,654 1,004,330 489,627 64,046 PIMCO STOCKSPLUS GROWTH & INCOME AUV at Beginning of Period $7.92 $10.10 $11.61 $12.46 (1) AUV at End of Period $10.14 $7.92 $10.10 $11.61 Number of Accumulation Units Outstanding at End of Period 790,067 777,892 441,295 70,828 PIONEER FUND VCT AUV at Beginning of Period $7.43 $9.37 $10.00 (5) AUV at End of Period $9.02 $7.43 $9.37 Number of Accumulation Units Outstanding at End of Period 372,465 135,708 2,197 PIONEER MID CAP VALUE AUV at Beginning of Period $9.32 $10.71 $10.00 (5) AUV at End of Period $12.56 $9.32 $10.71 Number of Accumulation Units Outstanding at End of Period 671,453 218,154 5,378 PROFUND VP BULL AUV at Beginning of Period $6.63 $8.87 $10.00 (4) AUV at End of Period $8.18 $6.63 $8.87 Number of Accumulation Units Outstanding at End of Period 467,546 185,752 27,580 Access - 133972 A34 2003 2002 2001 2000 ---------------------------------------------------------------------- PROFUND VP EUROPE 30 AUV at Beginning of Period $6.02 $8.25 $10.00 (4) AUV at End of Period $8.20 $6.02 $8.25 Number of Accumulation Units Outstanding at End of Period 190,714 105,640 38,959 PROFUND VP RISING RATES OPPORTUNITY AUV at Beginning of Period $10.00 (13) AUV at End of Period $9.35 Number of Accumulation Units Outstanding at End of Period 74,879 PROFUND VP SMALL CAP AUV at Beginning of Period $7.17 $9.41 $10.00 (4) AUV at End of Period $10.05 $7.17 $9.41 Number of Accumulation Units Outstanding at End of Period 426,723 182,536 19,151 SP JENNISON INTERNATIONAL GROWTH AUV at Beginning of Period $4.08 $5.39 $8.56 $10.00 (3) AUV at End of Period $5.58 $4.08 $5.39 $8.56 Number of Accumulation Units Outstanding at End of Period 667,389 235,552 146,027 7,516
FOOTNOTES (1) Fund First Available during February 2000 (10) Fund First Available during June 2003 (2) Fund First Available during May 2000 (11) Fund First Available during August 2003 (3) Fund First Available during October 2000 (12) Fund First Available during September 2003 (4) Fund First Available during May 2001 (13) Fund First Available during October 2003 (5) Fund First Available during November 2001 (14) Fund First Available during November 2003 (6) Fund First Available during December 2001 (7) Fund First Available during May 2002 (8) Fund First Available during September 2002 (9) Fund First Available during December 2002
2003 2002 2001 2000 --------------------------------------------------------------------- SEPARATE ACCOUNT ANNUAL CHARGES OF 1.80% AIM VI DENT DEMOGRAPHIC TRENDS AUV at Beginning of Period $7.31 $10.98 $10.00 (5) AUV at End of Period $9.85 $7.31 $10.98 Number of Accumulation Units Outstanding at End of Period 574,799 144,579 7,111 COLONIAL SMALL CAP VALUE AUV at Beginning of Period $10.00 (15) AUV at End of Period $13.81 Number of Accumulation Units Outstanding at End of Period 243,070 FIDELITY(R) VIP EQUITY--INCOME AUV at Beginning of Period $7.79 $9.57 $10.00 (7) AUV at End of Period $9.94 $7.79 $9.57 Number of Accumulation Units Outstanding at End of Period 1,180,858 178,752 FIDELITY(R) VIP GROWTH AUV at Beginning of Period $6.33 $9.25 $10.00 (7) AUV at End of Period $8.25 $6.33 $9.25 Number of Accumulation Units Outstanding at End of Period 2,329,442 244,586 652 ING AIM MID CAP GROWTH AUV at Beginning of Period $9.61 $14.32 $18.50 $21.37 (1) AUV at End of Period $13.60 $9.61 $14.32 $18.50 Number of Accumulation Units Outstanding at End of Period 1,533,657 1,196,567 1,447,650 1,203,898 Access - 133972 A35 2003 2002 2001 2000 --------------------------------------------------------------------- ING ALLIANCE MID CAP GROWTH AUV at Beginning of Period $9.82 $14.30 $16.88 $19.86 (1) AUV at End of Period $16.11 $9.82 $14.30 $16.88 Number of Accumulation Units Outstanding at End of Period 2,304,112 1,761,535 1,586,391 1,171,869 ING AMERICAN FUNDS GROWTH AUV at Beginning of Period $10.00 (13) AUV at End of Period $10.76 Number of Accumulation Units Outstanding at End of Period 913,862 ING AMERICAN FUNDS GROWTH-INCOME AUV at Beginning of Period $10.00 (13) AUV at End of Period $10.98 Number of Accumulation Units Outstanding at End of Period 724,335 ING AMERICAN FUNDS INTERNATIONAL AUV at Beginning of Period $10.00 (13) AUV at End of Period $11.60 Number of Accumulation Units Outstanding at End of Period 261,151 ING CAPITAL GUARDIAN LARGE CAP VALUE AUV at Beginning of Period $7.44 $9.94 $10.51 $10.00 (1) AUV at End of Period $9.99 $7.44 $9.94 $10.51 Number of Accumulation Units Outstanding at End of Period 6,791,260 5,103,821 3,603,942 1,403,629 ING CAPITAL GUARDIAN MANAGED GLOBAL AUV at Beginning of Period $13.23 $16.87 $19.51 $21.72 (1) AUV at End of Period $17.70 $13.23 $16.87 $19.51 Number of Accumulation Units Outstanding at End of Period 1,938,963 1,564,288 1,137,846 621,115 ING CAPITAL GUARDIAN SMALL CAP AUV at Beginning of Period $12.77 $17.44 $18.03 $23.35 (1) AUV at End of Period $17.61 $12.77 $17.44 $18.03 Number of Accumulation Units Outstanding at End of Period 2,774,027 2,319,410 1,876,959 1,163,996 ING DEVELOPING WORLD AUV at Beginning of Period $6.11 $6.97 $7.49 $11.58 (1) AUV at End of Period $8.80 $6.11 $6.97 $7.49 Number of Accumulation Units Outstanding at End of Period 847,929 690,414 640,405 549,427 ING EAGLE ASSET VALUE EQUITY AUV at Beginning of Period $14.50 $17.80 $18.97 $17.17 (1) AUV at End of Period $17.84 $14.50 $17.80 $18.97 Number of Accumulation Units Outstanding at End of Period 983,871 923,702 706,803 298,983 ING FMR(SM) DIVERSIFIED MID--CAP AUV at Beginning of Period $7.17 $9.05 $9.87 $10.00 (3) AUV at End of Period $9.39 $7.17 $9.05 $9.87 Number of Accumulation Units Outstanding at End of Period 2,031,360 1,611,467 815,848 55,360 ING GET FUND -- SERIES T AUV at Beginning of Period $10.06 $10.00 (8) AUV at End of Period $10.41 $10.06 Number of Accumulation Units Outstanding at End of Period 416,352 508,431 ING GET FUND -- SERIES U AUV at Beginning of Period $10.00 $10.00 (9) AUV at End of Period $10.50 $10.00 Number of Accumulation Units Outstanding at End of Period 434,915 1,187 Access - 133972 A36 2003 2002 2001 2000 --------------------------------------------------------------------- ING GET FUND -- SERIES V AUV at Beginning of Period $10.00 (11) AUV at End of Period $9.70 Number of Accumulation Units Outstanding at End of Period 653,999 ING GET U.S. CORE PORTFOLIO - SERIES 1 AUV at Beginning of Period $10.00 (11) AUV at End of Period $10.23 Number of Accumulation Units Outstanding at End of Period 588,194 ING GET U.S. CORE PORTFOLIO - SERIES 2 AUV at Beginning of Period $10.00 (13) AUV at End of Period $10.02 Number of Accumulation Units Outstanding at End of Period 495,513 ING GOLDMAN SACHS INTERNET TOLLKEEPER AUV at Beginning of Period $4.62 $7.60 $10.00 (4) AUV at End of Period $6.39 $4.62 $7.60 Number of Accumulation Units Outstanding at End of Period 932,881 220,935 46,906 ING HARD ASSETS AUV at Beginning of Period $13.26 $13.40 $15.53 $15.50 (1) AUV at End of Period $19.83 $13.26 $13.40 $15.53 Number of Accumulation Units Outstanding at End of Period 496,935 302,602 94,214 42,632 ING INTERNATIONAL EQUITY AUV at Beginning of Period $7.02 $8.52 $11.23 $14.81 (6) AUV at End of Period $8.90 $7.02 $8.52 $11.23 Number of Accumulation Units Outstanding at End of Period 1,458,594 1,565,175 1,182,590 1,033,869 ING JANUS GROWTH AND INCOME AUV at Beginning of Period $6.99 $8.83 $9.93 $10.00 (3) AUV at End of Period $8.41 $6.99 $8.83 $9.93 Number of Accumulation Units Outstanding at End of Period 3,698,410 2,513,592 1,282,147 148,807 ING JANUS SPECIAL EQUITY AUV at Beginning of Period $6.02 $8.28 $8.88 $10.00 (3) AUV at End of Period $8.89 $6.02 $8.28 $8.88 Number of Accumulation Units Outstanding at End of Period 629,201 401,444 319,420 62,575 ING JENNISON EQUITY OPPORTUNITIES AUV at Beginning of Period $14.41 $20.74 $24.27 $28.64 (1) AUV at End of Period $18.55 $14.41 $20.74 $24.27 Number of Accumulation Units Outstanding at End of Period 1,511,002 1,643,362 1,587,677 981,676 ING JP MORGAN FLEMING INTERNATIONAL AUV at Beginning of Period $10.00 (13) AUV at End of Period $11.86 Number of Accumulation Units Outstanding at End of Period 80,497 ING JP MORGAN FLEMING SMALLCAP AUV at Beginning of Period $7.82 $10.00 (7) AUV at End of Period $10.31 $7.82 Number of Accumulation Units Outstanding at End of Period 681,441 95,249 ING JULIUS BAER FOREIGN AUV at Beginning of Period $8.20 $10.00 (7) AUV at End of Period $10.57 $8.20 Number of Accumulation Units Outstanding at End of Period 268,993 51,442 Access - 133972 A37 2003 2002 2001 2000 --------------------------------------------------------------------- ING LIMITED MATURITY BOND AUV at Beginning of Period $18.99 $18.03 $16.87 $15.92 (1) AUV at End of Period $19.18 $18.99 $18.03 $16.87 Number of Accumulation Units Outstanding at End of Period 2,934,073 2,793,640 1,730,153 507,893 ING LIQUID ASSETS AUV at Beginning of Period $14.91 $14.96 $14.67 $14.13 (1) AUV at End of Period $14.75 $14.91 $14.96 $14.67 Number of Accumulation Units Outstanding at End of Period 5,614,607 10,613,768 9,752,616 2,657,053 ING MARSICO GROWTH AUV at Beginning of Period $10.23 $14.79 $21.59 $28.72 (1) AUV at End of Period $13.34 $10.23 $14.79 $21.59 Number of Accumulation Units Outstanding at End of Period 5,319,525 4,731,610 5,132,970 3,791,737 ING MERCURY FOCUS VALUE AUV at Beginning of Period $8.35 $10.00 (7) AUV at End of Period $10.76 $8.35 Number of Accumulation Units Outstanding at End of Period 206,043 53,879 ING MERCURY FUNDAMENTAL GROWTH AUV at Beginning of Period $7.95 $10.00 (7) AUV at End of Period $9.92 $7.95 Number of Accumulation Units Outstanding at End of Period 111,582 27,465 ING MFS MID CAP GROWTH AUV at Beginning of Period $15.55 $30.92 $41.24 $37.84 (1) AUV at End of Period $21.24 $15.55 $30.92 $41.24 Number of Accumulation Units Outstanding at End of Period 2,586,393 2,356,960 2,066,676 1,240,675 ING MFS RESEARCH AUV at Beginning of Period $14.64 $19.84 $25.72 $26.43 (1) AUV at End of Period $17.90 $14.64 $19.84 $25.72 Number of Accumulation Units Outstanding at End of Period 2,135,321 2,132,959 1,666,295 1,007,294 ING MFS TOTAL RETURN AUV at Beginning of Period $18.60 $19.96 $20.22 $17.13 (1) AUV at End of Period $21.32 $18.60 $19.96 $20.22 Number of Accumulation Units Outstanding at End of Period 4,841,190 3,921,173 2,673,135.0 836,664.0 ING PIMCO CORE BOND AUV at Beginning of Period $12.29 $11.51 $11.44 $11.23 (1) AUV at End of Period $12.64 $12.29 $11.51 $11.44 Number of Accumulation Units Outstanding at End of Period 4,187,288 3,457,226 958,057 183,531 ING SALOMON BROTHERS AGGRESSIVE GROWTH AUV at Beginning of Period $10.00 (13) AUV at End of Period $10.80 Number of Accumulation Units Outstanding at End of Period 147,757 ING SALOMON BROTHERS ALL CAP AUV at Beginning of Period $8.45 $11.56 $11.55 $10.00 (1) AUV at End of Period $11.52 $8.45 $11.56 $11.55 Number of Accumulation Units Outstanding at End of Period 4,017,738 3,308,447 2,722,089 780,053 ING SALOMON BROTHERS INVESTORS AUV at Beginning of Period $7.98 $10.55 $11.22 $10.00 (1) AUV at End of Period $10.28 $7.98 $10.55 $11.22 Number of Accumulation Units Outstanding at End of Period 1,251,944 1,333,387 820,331 145,735 Access - 133972 A38 2003 2002 2001 2000 --------------------------------------------------------------------- ING T. ROWE PRICE CAPITAL APPRECIATION AUV at Beginning of Period $26.38 $26.74 $24.77 $20.08 (1) AUV at End of Period $32.45 $26.38 $26.74 $24.77 Number of Accumulation Units Outstanding at End of Period 4,498,234 3,716,910 1,927,531 400,243 ING T. ROWE PRICE EQUITY INCOME AUV at Beginning of Period $19.30 $22.64 $22.75 $19.41 (1) AUV at End of Period $23.73 $19.30 $22.64 $22.75 Number of Accumulation Units Outstanding at End of Period 2,387,635 1,769,554 1,103,377. 311,484. ING UBS U.S. BALANCED AUV at Beginning of Period $7.20 (15) AUV at End of Period $8.34 Number of Accumulation Units Outstanding at End of Period 1,112,008 ING VAN KAMPEN EQUITY GROWTH AUV at Beginning of Period $7.80 $10.00 (7) AUV at End of Period $9.47 $7.80 Number of Accumulation Units Outstanding at End of Period 423,091 37,952 ING VAN KAMPEN GLOBAL FRANCHISE AUV at Beginning of Period $8.82 $10.00 (7) AUV at End of Period $10.94 $8.82 Number of Accumulation Units Outstanding at End of Period 565,302 133,794 ING VAN KAMPEN GROWTH & INCOME AUV at Beginning of Period $17.50 $20.91 $24.18 $24.96 (1) AUV at End of Period $21.98 $17.50 $20.91 $24.18 Number of Accumulation Units Outstanding at End of Period 2,020,012 1,678,851 1,489,476 803,307 ING VAN KAMPEN REAL ESTATE AUV at Beginning of Period $26.48 $26.91 $25.34 $19.85 (1) AUV at End of Period $35.82 $26.48 $26.91 $25.34 Number of Accumulation Units Outstanding at End of Period 933,790 639,504 310,014 77,442 ING VP BOND PORTFOLIO AUV at Beginning of Period $10.62 $10.00 (7) AUV at End of Period $11.05 $10.62 Number of Accumulation Units Outstanding at End of Period 785,879 616,917 ING VP GROWTH OPPORTUNITIES AUV at Beginning of Period $5.23 $7.77 $10.00 (4) AUV at End of Period $6.80 $5.23 $7.77 Number of Accumulation Units Outstanding at End of Period 400,548 178,992 74,652 ING VP INDEX PLUS LARGE CAP AUV at Beginning of Period $7.19 (12) AUV at End of Period $8.89 Number of Accumulation Units Outstanding at End of Period 335,685 ING VP INDEX PLUS MID CAP AUV at Beginning of Period $8.51 (15) AUV at End of Period $11.03 Number of Accumulation Units Outstanding at End of Period 25,111 ING VP INDEX PLUS SMALL CAP AUV at Beginning of Period $8.57 (15) AUV at End of Period $11.43 Number of Accumulation Units Outstanding at End of Period 56,252 Access - 133972 A39 2003 2002 2001 2000 --------------------------------------------------------------------- ING VP MAGNACAP AUV at Beginning of Period $7.05 $9.33 $10.00 (4) AUV at End of Period $9.05 $7.05 $9.33 Number of Accumulation Units Outstanding at End of Period 304,573 190,988 102,246 ING VP SMALLCAP OPPORTUNITIES AUV at Beginning of Period $4.59 $8.31 $10.00 (4) AUV at End of Period $6.24 $4.59 $8.31 Number of Accumulation Units Outstanding at End of Period 1,478,756 696,664 222,328 ING VP WORLDWIDE GROWTH AUV at Beginning of Period $5.15 $6.98 $8.73 $10.00 (2) AUV at End of Period $6.53 $5.15 $6.98 $8.73 Number of Accumulation Units Outstanding at End of Period 910,436 598,428 468,772 84,578 INVESCO VIF HEALTH SCIENCES AUV at Beginning of Period $7.61 $10.25 $10.00 (5) AUV at End of Period $9.54 $7.61 $10.25 Number of Accumulation Units Outstanding at End of Period 833,580 375,102 25,836 INVESCO VIF LEISURE FUND AUV at Beginning of Period $8.42 $10.00 (7) AUV at End of Period $10.63 $8.42 Number of Accumulation Units Outstanding at End of Period 301,537 54,250 INVESCO VIF--FINANCIAL SERVICES AUV at Beginning of Period $7.81 $9.35 $10.00 (5) AUV at End of Period $9.94 $7.81 $9.35 Number of Accumulation Units Outstanding at End of Period 612,566 284,060 18,560 INVESCO VIF--UTILITIES AUV at Beginning of Period $6.33 $8.09 $10.00 (5) AUV at End of Period $7.30 $6.33 $8.09 Number of Accumulation Units Outstanding at End of Period 360,781 167,758 16,134 JENNISON PORTFOLIO AUV at Beginning of Period $4.23 $6.25 $7.82 $10.00 (2) AUV at End of Period $5.38 $4.23 $6.25 $7.82 Number of Accumulation Units Outstanding at End of Period 981,934 934,116 1,102,268 89,929 LIBERTY ASSET ALLOCATION AUV at Beginning of Period $10.00 (10) AUV at End of Period $11.95 Number of Accumulation Units Outstanding at End of Period 3,043 LIBERTY EQUITY AUV at Beginning of Period $6.48 $9.12 $11.36 $11.51 AUV at End of Period $7.90 $6.48 $9.12 $11.36 Number of Accumulation Units Outstanding at End of Period 6,418 9,491 14,708 14,623 LIBERTY SMALL COMPANY GROWTH AUV at Beginning of Period $10.00 (10) AUV at End of Period $14.94 Number of Accumulation Units Outstanding at End of Period 890 Access - 133972 A40 2003 2002 2001 2000 --------------------------------------------------------------------- PIMCO HIGH YIELD PORTFOLIO AUV at Beginning of Period $9.66 $9.95 $9.90 $10.09 (1) AUV at End of Period $11.65 $9.66 $9.95 $9.90 Number of Accumulation Units Outstanding at End of Period 5,849,065 3,639,545 1,847,566 631,991 PIMCO STOCKSPLUS GROWTH & INCOME AUV at Beginning of Period $7.90 $10.08 $11.59 $12.45 (1) AUV at End of Period $10.11 $7.90 $10.08 $11.59 Number of Accumulation Units Outstanding at End of Period 1,519,191 1,932,333 1,789,954 1,176,897 PIONEER FUND VCT AUV at Beginning of Period $7.43 $9.37 $10.00 (5) AUV at End of Period $9.00 $7.43 $9.37 Number of Accumulation Units Outstanding at End of Period 648,278 229,508 22,142 PIONEER MID CAP VALUE AUV at Beginning of Period $9.32 $10.71 $10.00 (5) AUV at End of Period $12.55 $9.32 $10.71 Number of Accumulation Units Outstanding at End of Period 1,373,009 503,892 23,811 PROFUND VP BULL AUV at Beginning of Period $6.62 $8.87 $10.00 (4) AUV at End of Period $8.17 $6.62 $8.87 Number of Accumulation Units Outstanding at End of Period 990,737 475,785 244,571 PROFUND VP EUROPE 30 AUV at Beginning of Period $6.01 $8.24 $10.00 (4) AUV at End of Period $8.19 $6.01 $8.24 Number of Accumulation Units Outstanding at End of Period 516,713 103,963 39,270 PROFUND VP RISING RATES OPPORTUNITY AUV at Beginning of Period $10.00 (14) AUV at End of Period $9.35 Number of Accumulation Units Outstanding at End of Period 108,486 PROFUND VP SMALL CAP AUV at Beginning of Period $7.16 $9.40 $10.00 (4) AUV at End of Period $10.04 $7.16 $9.40 Number of Accumulation Units Outstanding at End of Period 1,323,338 420,431 132,361 SP JENNISON INTERNATIONAL GROWTH AUV at Beginning of Period $4.08 $5.38 $8.55 $10.00 (3) AUV at End of Period $5.57 $4.08 $5.38 $8.55 Number of Accumulation Units Outstanding at End of Period 1,299,827 360,089 212,147 12,698
FOOTNOTES (1) Fund First Available during February 2000 (10) Fund First Available during April 2003 (2) Fund First Available during May 2000 (11) Fund First Available during June 2003 (3) Fund First Available during October 2000 (12) Fund First Available during August 2003 (4) Fund First Available during May 2001 (13) Fund First Available during September 2003 (5) Fund First Available during November 2001 (14) Fund First Available during October 2003 (6) Fund First Available during December 2001 (15) Fund First Available during November 2003 (7) Fund First Available during May 2002 (8) Fund First Available during September 2002 (9) Fund First Available during December 2002
Access - 133972 A41
2003 2002 2001 2000 --------------------------------------------------------------------- SEPARATE ACCOUNT ANNUAL CHARGES OF 1.90% AIM VI DENT DEMOGRAPHIC TRENDS AUV at Beginning of Period $7.30 $10.98 $10.00 (5) AUV at End of Period $9.83 $7.30 $10.98 Number of Accumulation Units Outstanding at End of Period 1,025,962 237,698 119,539 COLONIAL SMALL CAP VALUE AUV at Beginning of Period $10.00 (15) AUV at End of Period $13.80 Number of Accumulation Units Outstanding at End of Period 510,581 FIDELITY(R) VIP EQUITY--INCOME AUV at Beginning of Period $7.78 $9.57 $10.00 (7) AUV at End of Period $9.92 $7.78 $9.57 Number of Accumulation Units Outstanding at End of Period 1,794,730 250,947 FIDELITY(R) VIP GROWTH AUV at Beginning of Period $6.33 $9.25 $10.00 (7) AUV at End of Period $8.22 $6.33 $9.25 Number of Accumulation Units Outstanding at End of Period 3,360,732 473,547 ING AIM MID CAP GROWTH AUV at Beginning of Period $9.54 $14.23 $18.40 $21.27 (1) AUV at End of Period $13.49 $9.54 $14.23 $18.40 Number of Accumulation Units Outstanding at End of Period 2,013,485 1,357,779 1,475,163 1,103,423 ING ALLIANCE MID CAP GROWTH AUV at Beginning of Period $9.76 $14.21 $16.80 $19.78 (1) AUV at End of Period $15.99 $9.76 $14.21 $16.80 Number of Accumulation Units Outstanding at End of Period 2,753,698 1,863,528 1,557,259 874,247 ING AMERICAN FUNDS GROWTH AUV at Beginning of Period $10.00 (13) AUV at End of Period $10.75 Number of Accumulation Units Outstanding at End of Period 1,785,979 ING AMERICAN FUNDS GROWTH-INCOME AUV at Beginning of Period $10.00 (13) AUV at End of Period $10.97 Number of Accumulation Units Outstanding at End of Period 1,387,064 ING AMERICAN FUNDS INTERNATIONAL AUV at Beginning of Period $10.00 (13) AUV at End of Period $11.60 Number of Accumulation Units Outstanding at End of Period 564,361 ING CAPITAL GUARDIAN LARGE CAP VALUE AUV at Beginning of Period $7.42 $9.92 $10.50 $10.00 (1) AUV at End of Period $9.95 $7.42 $9.92 $10.50 Number of Accumulation Units Outstanding at End of Period 8,602,293 6,279,537 4,320,851 993,651 ING CAPITAL GUARDIAN MANAGED GLOBAL AUV at Beginning of Period $13.09 $16.72 $19.34 $21.56 (1) AUV at End of Period $17.50 $13.09 $16.72 $19.34 Number of Accumulation Units Outstanding at End of Period 2,098,781 1,515,003 1,118,604 522,271 ING CAPITAL GUARDIAN SMALL CAP AUV at Beginning of Period $12.68 $17.34 $17.94 $23.25 (1) AUV at End of Period $17.46 $12.68 $17.34 $17.94 Number of Accumulation Units Outstanding at End of Period 3,243,334 2,389,036 1,918,122 825,516 Access - 133972 A42 2003 2002 2001 2000 --------------------------------------------------------------------- ING DEVELOPING WORLD AUV at Beginning of Period $6.08 $6.94 $7.47 $11.56 (1) AUV at End of Period $8.75 $6.08 $6.94 $7.47 Number of Accumulation Units Outstanding at End of Period 1,334,968 847,173 509,513 259,187 ING EAGLE ASSET VALUE EQUITY AUV at Beginning of Period $14.38 $17.68 $18.85 $17.08 (1) AUV at End of Period $17.67 $14.38 $17.68 $18.85 Number of Accumulation Units Outstanding at End of Period 1,029,028 983,703 665,936 162,505 ING FMR(SM) DIVERSIFIED MID--CAP AUV at Beginning of Period $7.15 $9.04 $9.87 $10.00 (3) AUV at End of Period $9.36 $7.15 $9.04 $9.87 Number of Accumulation Units Outstanding at End of Period 3,090,180 2,302,131 1,385,134 89,462 ING GET FUND -- SERIES V AUV at Beginning of Period $10.00 (11) AUV at End of Period $9.69 Number of Accumulation Units Outstanding at End of Period 2,639,551 ING GET U.S. CORE PORTFOLIO - SERIES 1 AUV at Beginning of Period $10.00 (11) AUV at End of Period $10.23 Number of Accumulation Units Outstanding at End of Period 22,658 ING GET U.S. CORE PORTFOLIO - SERIES 2 AUV at Beginning of Period $10.00 (13) AUV at End of Period $10.02 Number of Accumulation Units Outstanding at End of Period 1,473,980 ING GET U.S. CORE PORTFOLIO - SERIES 3 AUV at Beginning of Period $10.00 (16) AUV at End of Period $9.99 Number of Accumulation Units Outstanding at End of Period 113,971 ING GOLDMAN SACHS INTERNET TOLLKEEPER AUV at Beginning of Period $4.61 $7.59 $10.00 (4) AUV at End of Period $6.37 $4.61 $7.59 Number of Accumulation Units Outstanding at End of Period 1,631,740 447,885 162,626 ING HARD ASSETS AUV at Beginning of Period $13.08 $13.22 $15.34 $15.33 (1) AUV at End of Period $19.53 $13.08 $13.22 $15.34 Number of Accumulation Units Outstanding at End of Period 1,330,707 932,327 315,574 227,856 ING INTERNATIONAL EQUITY AUV at Beginning of Period $6.97 $8.47 $11.18 $14.76 (6) AUV at End of Period $8.83 $6.97 $8.47 $11.18 Number of Accumulation Units Outstanding at End of Period 2,080,261 1,470,429 1,055,368 685,944 ING JANUS GROWTH AND INCOME AUV at Beginning of Period $6.97 $8.82 $9.93 $10.00 (3) AUV at End of Period $8.38 $6.97 $8.82 $9.93 Number of Accumulation Units Outstanding at End of Period 4,168,723 3,186,621 2,016,515 113,353 ING JANUS SPECIAL EQUITY AUV at Beginning of Period $6.01 $8.27 $8.88 $10.00 (3) AUV at End of Period $8.86 $6.01 $8.27 $8.88 Number of Accumulation Units Outstanding at End of Period 1,098,078 520,898 420,371 83,761 Access - 133972 A43 2003 2002 2001 2000 --------------------------------------------------------------------- ING JENNISON EQUITY OPPORTUNITIES AUV at Beginning of Period $14.25 $20.53 $24.06 $28.41 (1) AUV at End of Period $18.33 $14.25 $20.53 $24.06 Number of Accumulation Units Outstanding at End of Period 1,998,516 2,091,213 1,748,122 969,120 ING JP MORGAN FLEMING INTERNATIONAL AUV at Beginning of Period $10.00 (13) AUV at End of Period $11.85 Number of Accumulation Units Outstanding at End of Period 104,296 ING JP MORGAN FLEMING SMALLCAP AUV at Beginning of Period $7.82 $10.00 (7) AUV at End of Period $10.30 $7.82 Number of Accumulation Units Outstanding at End of Period 1,006,794 155,620 ING JULIUS BAER FOREIGN AUV at Beginning of Period $8.20 $10.00 (7) AUV at End of Period $10.55 $8.20 Number of Accumulation Units Outstanding at End of Period 582,823 138,594 ING LIMITED MATURITY BOND AUV at Beginning of Period $18.72 $17.80 $16.67 $15.74 (1) AUV at End of Period $18.89 $18.72 $17.80 $16.67 Number of Accumulation Units Outstanding at End of Period 2,747,067 2,647,005 1,441,971 273,264 ING LIQUID ASSETS AUV at Beginning of Period $14.70 $14.77 $14.50 $13.97 (1) AUV at End of Period $14.52 $14.70 $14.77 $14.50 Number of Accumulation Units Outstanding at End of Period 5,938,918 7,015,870 6,235,817 2,132,811 ING MARSICO GROWTH AUV at Beginning of Period $10.16 $14.71 $21.49 $28.61 (1) AUV at End of Period $13.23 $10.16 $14.71 $21.49 Number of Accumulation Units Outstanding at End of Period 5,372,714 4,149,074 4,093,894 2,741,325 ING MERCURY FOCUS VALUE AUV at Beginning of Period $8.34 $10.00 (7) AUV at End of Period $10.74 $8.34 Number of Accumulation Units Outstanding at End of Period 419,552 94,083 ING MERCURY FUNDAMENTAL GROWTH AUV at Beginning of Period $7.95 $10.00 (7) AUV at End of Period $9.90 $7.95 Number of Accumulation Units Outstanding at End of Period 199,717 62,915 ING MFS MID CAP GROWTH AUV at Beginning of Period $15.42 $30.70 $40.98 $37.63 (1) AUV at End of Period $21.04 $15.42 $30.70 $40.98 Number of Accumulation Units Outstanding at End of Period 3,633,581 2,751,561 2,275,455 1,099,617 ING MFS RESEARCH AUV at Beginning of Period $14.51 $19.69 $25.56 $26.29 (1) AUV at End of Period $17.74 $14.51 $19.69 $25.56 Number of Accumulation Units Outstanding at End of Period 2,358,725 2,110,645 1,829,741 807,166 ING MFS TOTAL RETURN AUV at Beginning of Period $18.44 $19.81 $20.10 $17.04 (1) AUV at End of Period $21.12 $18.44 $19.81 $20.10 Number of Accumulation Units Outstanding at End of Period 5,686,198 4,012,552 2,637,734 506,976 Access - 133972 A44 2003 2002 2001 2000 --------------------------------------------------------------------- ING PIMCO CORE BOND AUV at Beginning of Period $12.19 $11.43 $11.37 $11.17 (1) AUV at End of Period $12.52 $12.19 $11.43 $11.37 Number of Accumulation Units Outstanding at End of Period 5,824,732 5,600,337 1,352,337 101,577 ING SALOMON BROTHERS AGGRESSIVE GROWTH AUV at Beginning of Period $10.00 (13) AUV at End of Period $10.80 Number of Accumulation Units Outstanding at End of Period 291,189 ING SALOMON BROTHERS ALL CAP AUV at Beginning of Period $8.42 $11.54 $11.54 $10.00 (1) AUV at End of Period $11.47 $8.42 $11.54 $11.54 Number of Accumulation Units Outstanding at End of Period 6,946,527 5,615,264 4,291,401 986,100 ING SALOMON BROTHERS INVESTORS AUV at Beginning of Period $7.95 $10.53 $11.21 $10.00 (1) AUV at End of Period $10.24 $7.95 $10.53 $11.21 Number of Accumulation Units Outstanding at End of Period 2,433,238 2,079,377 1,766,107 191,223 ING T. ROWE PRICE CAPITAL APPRECIATION AUV at Beginning of Period $26.01 $26.39 $24.47 $19.86 (1) AUV at End of Period $31.96 $26.01 $26.39 $24.47 Number of Accumulation Units Outstanding at End of Period 5,130,780 3,927,375 1,940,881 183,884 ING T. ROWE PRICE EQUITY INCOME AUV at Beginning of Period $19.03 $22.35 $22.48 $19.19 (1) AUV at End of Period $23.37 $19.03 $22.35 $22.48 Number of Accumulation Units Outstanding at End of Period 3,453,724 2,273,204 1,364,874 238,986 ING UBS U.S. BALANCED AUV at Beginning of Period $7.18 (15) AUV at End of Period $8.31 Number of Accumulation Units Outstanding at End of Period 1,599,133 ING VAN KAMPEN EQUITY GROWTH AUV at Beginning of Period $7.79 $10.00 (7) AUV at End of Period $9.46 $7.79 Number of Accumulation Units Outstanding at End of Period 455,787 67,606 ING VAN KAMPEN GLOBAL FRANCHISE AUV at Beginning of Period $8.82 $10.00 (7) AUV at End of Period $10.92 $8.82 Number of Accumulation Units Outstanding at End of Period 898,110 201,786 ING VAN KAMPEN GROWTH & INCOME AUV at Beginning of Period $17.34 $20.73 $24.00 $24.80 (1) AUV at End of Period $21.75 $17.34 $20.73 $24.00 Number of Accumulation Units Outstanding at End of Period 2,428,852 1,920,555 1,546,448 713,282 ING VAN KAMPEN REAL ESTATE AUV at Beginning of Period $26.11 $26.56 $25.04 $19.63 (1) AUV at End of Period $35.28 $26.11 $26.56 $25.04 Number of Accumulation Units Outstanding at End of Period 1,166,070 768,503 474,135 192,508 ING VP BOND PORTFOLIO AUV at Beginning of Period $10.61 $10.00 (7) AUV at End of Period $11.04 $10.61 Number of Accumulation Units Outstanding at End of Period 889,844 456,891 Access - 133972 A45 2003 2002 2001 2000 --------------------------------------------------------------------- ING VP GROWTH OPPORTUNITIES AUV at Beginning of Period $5.22 $7.76 $10.00 (4) AUV at End of Period $6.78 $5.22 $7.76 Number of Accumulation Units Outstanding at End of Period 677,924 355,700 182,159 ING VP INDEX PLUS LARGE CAP AUV at Beginning of Period $10.00 (12) AUV at End of Period $8.87 Number of Accumulation Units Outstanding at End of Period 957,662 ING VP MAGNACAP AUV at Beginning of Period $7.04 $9.32 $10.00 (4) AUV at End of Period $9.03 $7.04 $9.32 Number of Accumulation Units Outstanding at End of Period 454,572 295,511 117,705 ING VP SMALLCAP OPPORTUNITIES AUV at Beginning of Period $4.58 $8.30 $10.00 (4) AUV at End of Period $6.22 $4.58 $8.30 Number of Accumulation Units Outstanding at End of Period 2,876,835 1,196,797 253,382 ING VP WORLDWIDE GROWTH AUV at Beginning of Period $5.14 $6.96 $8.72 $10.00 (2) AUV at End of Period $6.51 $5.14 $6.96 $8.72 Number of Accumulation Units Outstanding at End of Period 1,506,719 1,083,707 477,958 68,648 INVESCO VIF HEALTH SCIENCES AUV at Beginning of Period $7.59 $10.25 $10.00 (5) AUV at End of Period $9.52 $7.59 $10.25 Number of Accumulation Units Outstanding at End of Period 1,604,306 736,096 289,358 INVESCO VIF LEISURE FUND AUV at Beginning of Period $8.41 $10.00 (7) AUV at End of Period $10.62 $8.41 Number of Accumulation Units Outstanding at End of Period 510,398 100,699 INVESCO VIF--FINANCIAL SERVICES AUV at Beginning of Period $7.80 $9.34 $10.00 (5) AUV at End of Period $9.92 $7.80 $9.34 Number of Accumulation Units Outstanding at End of Period 1,036,218 407,036 18,432 INVESCO VIF--UTILITIES AUV at Beginning of Period $6.32 $8.09 $10.00 (5) AUV at End of Period $7.29 $6.32 $8.09 Number of Accumulation Units Outstanding at End of Period 617,033 173,346 23,627 JENNISON PORTFOLIO AUV at Beginning of Period $4.22 $6.24 $7.82 $10.00 (2) AUV at End of Period $5.36 $4.22 $6.24 $7.82 Number of Accumulation Units Outstanding at End of Period 2,247,327 1,916,839 1,029,815 152,003 LIBERTY EQUITY AUV at Beginning of Period $6.46 $9.10 $11.34 $11.50 AUV at End of Period $7.87 $6.46 $9.10 $11.34 Number of Accumulation Units Outstanding at End of Period 2,632 2,067 -- -- PIMCO HIGH YIELD PORTFOLIO AUV at Beginning of Period $9.61 $9.91 $9.88 $10.07 (1) AUV at End of Period $11.58 $9.61 $9.91 $9.88 Number of Accumulation Units Outstanding at End of Period 6,589,740 3,093,339 1,858,684 386,288 Access - 133972 A46 2003 2002 2001 2000 --------------------------------------------------------------------- PIMCO STOCKSPLUS GROWTH & INCOME AUV at Beginning of Period $7.86 $10.04 $11.56 $12.42 (1) AUV at End of Period $10.05 $7.86 $10.04 $11.56 Number of Accumulation Units Outstanding at End of Period 1,744,752 1,702,075 1,325,932 829,397 PIONEER FUND VCT AUV at Beginning of Period $7.42 $9.36 $10.00 (5) AUV at End of Period $8.98 $7.42 $9.36 Number of Accumulation Units Outstanding at End of Period 1,239,130 562,117 47,468 PIONEER MID CAP VALUE AUV at Beginning of Period $9.31 $10.71 $10.00 (5) AUV at End of Period $12.52 $9.31 $10.71 Number of Accumulation Units Outstanding at End of Period 2,287,184 740,867 72,420 PROFUND VP BULL AUV at Beginning of Period $6.61 $8.87 $10.00 (4) AUV at End of Period $8.15 $6.61 $8.87 Number of Accumulation Units Outstanding at End of Period 1,278,503 491,042 103,369 PROFUND VP EUROPE 30 AUV at Beginning of Period $6.00 $8.24 $10.00 (4) AUV at End of Period $8.17 $6.00 $8.24 Number of Accumulation Units Outstanding at End of Period 445,959 218,083 19,682 PROFUND VP RISING RATES OPPORTUNITY AUV at Beginning of Period $10.00 (14) AUV at End of Period $9.35 Number of Accumulation Units Outstanding at End of Period 812,145 PROFUND VP SMALL CAP AUV at Beginning of Period $7.15 $9.40 $10.00 (4) AUV at End of Period $10.01 $7.15 $9.40 Number of Accumulation Units Outstanding at End of Period 1,694,421 374,258 47,995 SP JENNISON INTERNATIONAL GROWTH AUV at Beginning of Period $4.07 $5.37 $8.55 $10.00 (3) AUV at End of Period $5.55 $4.07 $5.37 $8.55 Number of Accumulation Units Outstanding at End of Period 2,042,525 636,058 320,126 28,074
FOOTNOTES (1) Fund First Available during February 2000 (10) Fund First Available during April 2003 (2) Fund First Available during May 2000 (11) Fund First Available during June 2003 (3) Fund First Available during October 2000 (12) Fund First Available during August 2003 (4) Fund First Available during May 2001 (13) Fund First Available during September 2003 (5) Fund First Available during November 2001 (14) Fund First Available during October 2003 (6) Fund First Available during December 2001 (15) Fund First Available during November 2003 (7) Fund First Available during May 2002 (16) Fund First Available during December 2003 (8) Fund First Available during September 2002 (9) Fund First Available during December 2002
2003 2002 2001 ------------------------------------- SEPARATE ACCOUNT ANNUAL CHARGES OF 1.95% AIM VI DENT DEMOGRAPHIC TRENDS AUV at Beginning of Period $7.29 $10.98 $10.00 (2) AUV at End of Period $9.82 $7.29 $10.98 Number of Accumulation Units Outstanding at End of 19,072 2,381 -- Period Access - 133972 A47 2003 2002 2001 ------------------------------------- COLONIAL SMALL CAP VALUE AUV at Beginning of Period $10.00 (9) AUV at End of Period $13.80 Number of Accumulation Units Outstanding at End of 703 Period FIDELITY(R) VIP EQUITY--INCOME AUV at Beginning of Period $7.77 $9.57 (4) AUV at End of Period $9.91 $7.77 Number of Accumulation Units Outstanding at End of 58,993 9,459 Period FIDELITY(R) VIP GROWTH AUV at Beginning of Period $6.32 $9.25 (4) AUV at End of Period $8.21 $6.32 Number of Accumulation Units Outstanding at End of 63,067 7,613 Period ING AIM MID CAP GROWTH AUV at Beginning of Period $9.50 $14.19 $16.41 (1) AUV at End of Period $13.43 $9.50 $14.19 Number of Accumulation Units Outstanding at End of 2,798 431 32 Period ING ALLIANCE MID CAP GROWTH AUV at Beginning of Period $9.72 $14.17 $16.21 (1) AUV at End of Period $15.92 $9.72 $14.17 Number of Accumulation Units Outstanding at End of 220 -- -- Period ING AMERICAN FUNDS GROWTH AUV at Beginning of Period $10.00 (7) AUV at End of Period $10.75 Number of Accumulation Units Outstanding at End of 72,592 Period ING AMERICAN FUNDS GROWTH-INCOME AUV at Beginning of Period $10.00 (7) AUV at End of Period $10.97 Number of Accumulation Units Outstanding at End of 63,213 Period ING AMERICAN FUNDS INTERNATIONAL AUV at Beginning of Period $10.00 (7) AUV at End of Period $11.60 Number of Accumulation Units Outstanding at End of 17,513 Period ING CAPITAL GUARDIAN LARGE CAP VALUE AUV at Beginning of Period $7.41 $9.91 $10.53 (1) AUV at End of Period $9.93 $7.41 $9.91 Number of Accumulation Units Outstanding at End of 6,646 686 -- Period ING CAPITAL GUARDIAN MANAGED GLOBAL AUV at Beginning of Period $13.02 $16.64 $19.44 (1) AUV at End of Period $17.40 $13.02 $16.64 Number of Accumulation Units Outstanding at End of 822 -- -- Period ING CAPITAL GUARDIAN SMALL CAP AUV at Beginning of Period $12.64 $17.28 $17.66 (1) AUV at End of Period $17.39 $12.64 $17.28 Number of Accumulation Units Outstanding at End of 4,336 1,453 -- Period ING DEVELOPING WORLD AUV at Beginning of Period $6.07 $6.93 $7.35 (1) AUV at End of Period $8.72 $6.07 $6.93 Number of Accumulation Units Outstanding at End of 928 -- -- Period Access - 133972 A48 2003 2002 2001 ------------------------------------- ING EAGLE ASSET VALUE EQUITY AUV at Beginning of Period $14.32 $17.61 $19.31 (1) AUV at End of Period $17.59 $14.32 $17.61 Number of Accumulation Units Outstanding at End of 15,780 5,517 -- Period ING FMR(SM) DIVERSIFIED MID--CAP AUV at Beginning of Period $7.14 $9.03 $9.47 (1) AUV at End of Period $9.35 $7.14 $9.03 Number of Accumulation Units Outstanding at End of 635 1,419 -- Period ING GET FUND -- SERIES T AUV at Beginning of Period $10.06 $10.00 AUV at End of Period $10.39 $10.06 Number of Accumulation Units Outstanding at End of 269,373 402,294 Period ING GET FUND -- SERIES U AUV at Beginning of Period $9.99 $10.00 AUV at End of Period $10.49 Number of Accumulation Units Outstanding at End of 415,852 -- Period ING GET FUND -- SERIES V AUV at Beginning of Period $10.00 (5) AUV at End of Period $9.69 Number of Accumulation Units Outstanding at End of 917,111 Period ING GET U.S. CORE PORTFOLIO - SERIES 1 AUV at Beginning of Period $10.00 (5) AUV at End of Period $10.22 Number of Accumulation Units Outstanding at End of 569,199 Period ING GET U.S. CORE PORTFOLIO - SERIES 2 AUV at Beginning of Period $10.00 (7) AUV at End of Period $10.02 Number of Accumulation Units Outstanding at End of 267,014 Period ING GET U.S. CORE PORTFOLIO - SERIES 3 AUV at Beginning of Period $10.00 (10) AUV at End of Period $9.99 Number of Accumulation Units Outstanding at End of 2,302 Period ING GOLDMAN SACHS INTERNET TOLLKEEPER AUV at Beginning of Period $4.61 $7.59 $10.00 (1) AUV at End of Period $6.37 $4.61 $7.59 Number of Accumulation Units Outstanding at End of 6,815 -- -- Period ING HARD ASSETS AUV at Beginning of Period $12.98 $13.14 $15.45 (1) AUV at End of Period $19.38 $12.98 $13.14 Number of Accumulation Units Outstanding at End of 2,426 -- -- Period ING INTERNATIONAL EQUITY AUV at Beginning of Period $6.95 $8.45 $9.82 (3) AUV at End of Period $8.80 $6.95 $8.45 Number of Accumulation Units Outstanding at End of 2,824 -- -- Period ING JANUS GROWTH AND INCOME AUV at Beginning of Period $6.96 $8.81 $9.65 (1) AUV at End of Period $8.37 $6.96 $8.81 Number of Accumulation Units Outstanding at End of 26,957 5,288 -- Period Access - 133972 A49 2003 2002 2001 ------------------------------------- ING JANUS SPECIAL EQUITY AUV at Beginning of Period $6.00 $8.27 $8.98 (1) AUV at End of Period $8.85 $6.00 $8.27 Number of Accumulation Units Outstanding at End of 2,108 -- -- Period ING JENNISON EQUITY OPPORTUNITIES AUV at Beginning of Period $14.17 $20.43 $23.18 (1) AUV at End of Period $18.22 $14.17 $20.43 Number of Accumulation Units Outstanding at End of 98 -- -- Period ING JP MORGAN FLEMING INTERNATIONAL AUV at Beginning of Period $10.00 (7) AUV at End of Period $11.85 Number of Accumulation Units Outstanding at End of 8,655 Period ING JP MORGAN FLEMING SMALLCAP AUV at Beginning of Period $7.82 $10.00 (4) AUV at End of Period $10.29 $7.82 Number of Accumulation Units Outstanding at End of 26,587 2,108 Period ING JULIUS BAER FOREIGN AUV at Beginning of Period $8.19 $10.00 (4) AUV at End of Period $10.54 $8.19 Number of Accumulation Units Outstanding at End of 20,511 467 Period ING LIMITED MATURITY BOND AUV at Beginning of Period $18.62 $17.71 $17.02 (1) AUV at End of Period $18.78 $18.62 $17.71 Number of Accumulation Units Outstanding at End of 1,045 6,405 994 Period ING LIQUID ASSETS AUV at Beginning of Period $14.64 $14.72 $14.61 (1) AUV at End of Period $14.46 $14.64 $14.72 Number of Accumulation Units Outstanding at End of 66,946 19,321 92 Period ING MARSICO GROWTH AUV at Beginning of Period $10.13 $14.66 $19.14 (1) AUV at End of Period $13.18 $10.13 $14.66 Number of Accumulation Units Outstanding at End of 7,966 1,801 30 Period ING MERCURY FOCUS VALUE AUV at Beginning of Period $8.34 $10.00 (4) AUV at End of Period $10.73 $8.34 Number of Accumulation Units Outstanding at End of 328 -- Period ING MERCURY FUNDAMENTAL GROWTH AUV at Beginning of Period -- $10.00 (4) AUV at End of Period $9.89 Number of Accumulation Units Outstanding at End of -0- -- Period ING MFS MID CAP GROWTH AUV at Beginning of Period $15.35 $30.58 $39.64 (1) AUV at End of Period $20.94 $15.35 $30.58 Number of Accumulation Units Outstanding at End of 2,196 1,308 15 Period ING MFS RESEARCH AUV at Beginning of Period $14.45 $19.62 $23.34 (1) AUV at End of Period $17.65 $14.45 $19.62 Number of Accumulation Units Outstanding at End of 12,028 1,027 23 Period Access - 133972 A50 2003 2002 2001 ------------------------------------- ING MFS TOTAL RETURN AUV at Beginning of Period $18.37 $19.74 $20.20 (1) AUV at End of Period $21.02 $18.37 $19.74 Number of Accumulation Units Outstanding at End of 50,717 19,958 470 Period ING PIMCO CORE BOND AUV at Beginning of Period $12.13 $11.39 $10.99 (1) AUV at End of Period $12.46 $12.13 $11.39 Number of Accumulation Units Outstanding at End of 105,747 32,108 -- Period ING SALOMON BROTHERS AGGRESSIVE GROWTH AUV at Beginning of Period $10.00 (7) AUV at End of Period $10.79 Number of Accumulation Units Outstanding at End of 5,105 Period ING SALOMON BROTHERS ALL CAP AUV at Beginning of Period $8.41 $11.53 $12.25 (1) AUV at End of Period $11.45 $8.41 $11.53 Number of Accumulation Units Outstanding at End of 16,669 3,105 778 Period ING SALOMON BROTHERS INVESTORS AUV at Beginning of Period $7.94 $10.52 $11.49 (1) AUV at End of Period $10.22 $7.94 $10.52 Number of Accumulation Units Outstanding at End of 6,274 2,596 847 Period ING T. ROWE PRICE CAPITAL APPRECIATION AUV at Beginning of Period $25.83 $26.21 $26.07 (1) AUV at End of Period $31.72 $25.83 $26.21 Number of Accumulation Units Outstanding at End of 16,339 12,095 -- Period ING T. ROWE PRICE EQUITY INCOME AUV at Beginning of Period $18.90 $22.20 $22.61 (1) AUV at End of Period $23.19 $18.90 $22.20 Number of Accumulation Units Outstanding at End of 3,253 193 -- Period ING VAN KAMPEN EQUITY GROWTH AUV at Beginning of Period $7.79 $10.00 (4) AUV at End of Period $9.45 $7.79 Number of Accumulation Units Outstanding at End of 1,570 -- Period ING VAN KAMPEN GLOBAL FRANCHISE AUV at Beginning of Period $8.81 $10.00 (4) AUV at End of Period $10.91 Number of Accumulation Units Outstanding at End of 4,280 -- Period ING VAN KAMPEN GROWTH & INCOME AUV at Beginning of Period $17.26 $20.64 $21.93 (1) AUV at End of Period $21.63 $17.26 $20.64 Number of Accumulation Units Outstanding at End of 2,913 835 23 Period ING VAN KAMPEN REAL ESTATE AUV at Beginning of Period $25.92 $26.39 $24.63 (1) AUV at End of Period $35.01 $25.92 $26.39 Number of Accumulation Units Outstanding at End of 1,917 696 -- Period ING VP BOND PORTFOLIO AUV at Beginning of Period -- $10.00 (4) AUV at End of Period $11.03 Number of Accumulation Units Outstanding at End of -0- -- Period Access - 133972 A51 2003 2002 2001 ------------------------------------- ING VP GROWTH OPPORTUNITIES AUV at Beginning of Period -- $7.76 $10.11 (1) AUV at End of Period $6.77 $7.76 Number of Accumulation Units Outstanding at End of -- -- Period ING VP INDEX PLUS LARGE CAP AUV at Beginning of Period $7.18 (6) AUV at End of Period $8.86 Number of Accumulation Units Outstanding at End of 74,850 Period ING VP INDEX PLUS MID CAP AUV at Beginning of Period $8.49 (9) AUV at End of Period $10.99 Number of Accumulation Units Outstanding at End of 52,557 Period ING VP INDEX PLUS SMALL CAP AUV at Beginning of Period $8.55 (9) AUV at End of Period $11.38 Number of Accumulation Units Outstanding at End of 37,589 Period ING VP MAGNACAP AUV at Beginning of Period $7.04 $9.32 $10.11 (1) AUV at End of Period $9.02 $7.04 $9.32 Number of Accumulation Units Outstanding at End of 16,409 -- -- Period ING VP SMALLCAP OPPORTUNITIES AUV at Beginning of Period $4.58 $8.30 $10.01 (1) AUV at End of Period $6.21 $4.58 $8.30 Number of Accumulation Units Outstanding at End of 5,697 345 -- Period ING VP WORLDWIDE GROWTH AUV at Beginning of Period $5.13 $6.96 $8.35 (1) AUV at End of Period $6.50 $5.13 $6.96 Number of Accumulation Units Outstanding at End of 3,247 1,003 -- Period INVESCO VIF HEALTH SCIENCES AUV at Beginning of Period $7.59 $10.25 $10.00 (2) AUV at End of Period $9.51 $7.59 $10.25 Number of Accumulation Units Outstanding at End of 9,822 2,088 -- Period INVESCO VIF LEISURE FUND AUV at Beginning of Period $8.41 $10.00 (4) AUV at End of Period $10.61 $8.41 Number of Accumulation Units Outstanding at End of 6,530 758 Period INVESCO VIF FINANCIAL SERVICES AUV at Beginning of Period $7.79 $9.34 $10.00 (2) AUV at End of Period $9.90 $7.79 $9.34 Number of Accumulation Units Outstanding at End of 7,391 667 -- Period INVESCO VIF UTILITIES AUV at Beginning of Period $6.32 $8.09 $10.00 (2) AUV at End of Period $7.28 $6.32 $8.09 Number of Accumulation Units Outstanding at End of 10,109 2,188 -- Period JENNISON PORTFOLIO AUV at Beginning of Period $4.21 $6.24 $7.20 (1) AUV at End of Period $5.35 $4.21 $6.24 Number of Accumulation Units Outstanding at End of 3,603 5,385 -- Period Access - 133972 A52 2003 2002 2001 ------------------------------------- PIMCO HIGH YIELD PORTFOLIO AUV at Beginning of Period $9.59 $9.90 $9.83 (1) AUV at End of Period $11.55 $9.59 $9.90 Number of Accumulation Units Outstanding at End of 57,614 4,447 -- Period PIMCO STOCKSPLUS GROWTH & INCOME AUV at Beginning of Period -- $10.03 $11.01 (1) AUV at End of Period $10.03 $10.03 Number of Accumulation Units Outstanding at End of -0- -- -- Period PIONEER FUND VCT AUV at Beginning of Period $7.41 $9.36 $10.00 (2) AUV at End of Period $8.97 $7.41 $9.36 Number of Accumulation Units Outstanding at End of 37,110 6,687 -- Period PIONEER MID CAP VALUE AUV at Beginning of Period $9.30 $10.71 $10.00 (2) AUV at End of Period $12.50 $9.30 $10.71 Number of Accumulation Units Outstanding at End of 9,137 -- -- Period PROFUND VP BULL AUV at Beginning of Period $6.61 $8.86 $10.00 (1) AUV at End of Period $8.13 $6.61 $8.86 Number of Accumulation Units Outstanding at End of 705 305 -- Period PROFUND VP EUROPE 30 AUV at Beginning of Period $5.99 $8.24 $10.05 (1) AUV at End of Period $8.15 $5.99 $8.24 Number of Accumulation Units Outstanding at End of 2,410 -- -- Period PROFUND VP RISING RATES OPPORTUNITY AUV at Beginning of Period $10.00 (8) AUV at End of Period $9.35 Number of Accumulation Units Outstanding at End of 2,001 Period PROFUND VP SMALL CAP AUV at Beginning of Period $7.14 $9.39 $10.00 (1) AUV at End of Period $10.00 $7.14 $9.39 Number of Accumulation Units Outstanding at End of 15,408 -- -- Period SP JENNISON INT. GROWTH AUV at Beginning of Period $4.06 $5.37 $7.30 (1) AUV at End of Period $5.54 $4.06 $5.37 Number of Accumulation Units Outstanding at End of 8,883 3,559 -- Period FOOTNOTES (1) Fund First Available during May 2001 (2) Fund First Available during November 2001 (3) Fund First Available during December 2001 (4) Fund First Available during May 2002 (5) Fund First Available during June 2003 (6) Fund First Available during August 2003 (7) Fund First Available during September 2003 (8) Fund First Available during October 2003 (9) Fund First Available during November 2003 (10) Fund First Available during December 2003 Access - 133972 A53 2003 2002 2001 ------------------------------------- SEPARATE ACCOUNT ANNUAL CHARGES OF 2.05% AIM VI DENT DEMOGRAPHIC TRENDS AUV at Beginning of Period $7.28 $10.98 $10.00 (2) AUV at End of Period $9.80 $7.28 $10.98 Number of Accumulation Units Outstanding at End of Period 29,802 36,436 270 COLONIAL SMALL CAP VALUE AUV at Beginning of Period $10.00 (8) AUV at End of Period $13.79 Number of Accumulation Units Outstanding at End of Period 10,255 FIDELITY(R) VIP EQUITY--INCOME AUV at Beginning of Period $7.76 $9.56 (4) AUV at End of Period $9.88 $7.76 Number of Accumulation Units Outstanding at End of Period 58,675 18,936 FIDELITY(R) VIP GROWTH AUV at Beginning of Period $6.31 $9.24 (4) AUV at End of Period $8.19 $6.31 Number of Accumulation Units Outstanding at End of Period 79,104 4,842 ING AIM MID CAP GROWTH AUV at Beginning of Period $9.43 $14.10 $16.32 (1) AUV at End of Period $13.32 $9.43 $14.10 Number of Accumulation Units Outstanding at End of Period 28,481 22,032 9,284 ING ALLIANCE MID CAP GROWTH AUV at Beginning of Period $9.66 $14.09 $16.13 (1) AUV at End of Period $15.80 $9.66 $14.09 Number of Accumulation Units Outstanding at End of Period 81,203 30,975 13,857 ING AMERICAN FUNDS GROWTH AUV at Beginning of Period $10.00 (6) AUV at End of Period $10.75 Number of Accumulation Units Outstanding at End of Period 69,135 ING AMERICAN FUNDS GROWTH-INCOME AUV at Beginning of Period $10.00 (6) AUV at End of Period $10.97 Number of Accumulation Units Outstanding at End of Period 34,592 ING AMERICAN FUNDS INTERNATIONAL AUV at Beginning of Period $10.00 (6) AUV at End of Period $11.59 Number of Accumulation Units Outstanding at End of Period 9,590 ING CAPITAL GUARDIAN LARGE CAP VALUE AUV at Beginning of Period $7.39 $9.89 $10.52 (1) AUV at End of Period $9.89 $7.39 $9.89 Number of Accumulation Units Outstanding at End of Period 241,597 153,495 64,872 ING CAPITAL GUARDIAN MANAGED GLOBAL AUV at Beginning of Period $12.89 $16.48 $19.28 (1) AUV at End of Period $17.21 $12.89 $16.48 Number of Accumulation Units Outstanding at End of Period 64,806 44,003 24,750 ING CAPITAL GUARDIAN SMALL CAP AUV at Beginning of Period $12.55 $17.18 $17.56 (1) AUV at End of Period $17.25 $12.55 $17.18 Number of Accumulation Units Outstanding at End of Period 72,311 61,290 28,016 Access - 133972 A54 2003 2002 2001 ------------------------------------- ING DEVELOPING WORLD AUV at Beginning of Period $6.04 $6.90 $7.33 (1) AUV at End of Period $8.67 $6.04 $6.90 Number of Accumulation Units Outstanding at End of Period 55,208 45,609 32,140 ING EAGLE ASSET VALUE EQUITY AUV at Beginning of Period $14.21 $17.49 $19.19 (1) AUV at End of Period $17.43 $14.21 $17.49 Number of Accumulation Units Outstanding at End of Period 34,620 20,452 15,882 ING FMR(SM) DIVERSIFIED MID--CAP AUV at Beginning of Period $7.12 $9.02 $9.47 (1) AUV at End of Period $9.32 $7.12 $9.02 Number of Accumulation Units Outstanding at End of Period 98,923 78,294 30,405 ING GOLDMAN SACHS INTERNET TOLLKEEPER AUV at Beginning of Period $4.60 $7.58 $10.00 (1) AUV at End of Period $6.35 $4.60 $7.58 Number of Accumulation Units Outstanding at End of Period 87,869 41,859 9,038 ING HARD ASSETS AUV at Beginning of Period $12.80 $12.96 $15.25 (1) AUV at End of Period $19.09 $12.80 $12.96 Number of Accumulation Units Outstanding at End of Period 17,930 23,532 8,523 ING INTERNATIONAL EQUITY AUV at Beginning of Period $6.90 $8.40 $9.77 (3) AUV at End of Period $8.73 $6.90 $8.40 Number of Accumulation Units Outstanding at End of Period 19,122 8,795 -- ING JANUS GROWTH AND INCOME AUV at Beginning of Period $6.95 $8.80 $9.64 (1) AUV at End of Period $8.34 $6.95 $8.80 Number of Accumulation Units Outstanding at End of Period 149,704 132,024 41,232 ING JANUS SPECIAL EQUITY AUV at Beginning of Period $5.99 $8.25 $8.97 (1) AUV at End of Period $8.82 $5.99 $8.25 Number of Accumulation Units Outstanding at End of Period 18,885 13,630 7,008 ING JENNISON EQUITY OPPORTUNITIES AUV at Beginning of Period $14.02 $20.23 $22.97 (1) AUV at End of Period $18.01 $14.02 $20.23 Number of Accumulation Units Outstanding at End of Period 39,321 41,942 17,631 ING JP MORGAN FLEMING INTERNATIONAL AUV at Beginning of Period $10.00 (6) AUV at End of Period $11.85 Number of Accumulation Units Outstanding at End of Period 3,444 ING JP MORGAN FLEMING SMALLCAP AUV at Beginning of Period $7.81 $10.00 (4) AUV at End of Period $10.27 $7.81 Number of Accumulation Units Outstanding at End of Period 38,873 5,346 ING JULIUS BAER FOREIGN AUV at Beginning of Period $8.19 $10.00 (4) AUV at End of Period $10.52 $8.19 Number of Accumulation Units Outstanding at End of Period 14,401 1,613 Access - 133972 A55 2003 2002 2001 ------------------------------------- ING LIMITED MATURITY BOND AUV at Beginning of Period $18.36 $17.48 $16.81 (1) AUV at End of Period $18.49 $18.36 $17.48 Number of Accumulation Units Outstanding at End of Period 87,178 115,925 33,099 ING LIQUID ASSETS AUV at Beginning of Period $14.43 $14.53 $14.43 (1) AUV at End of Period $14.24 $14.43 $14.53 Number of Accumulation Units Outstanding at End of Period 232,021 327,509 329,210 ING MARSICO GROWTH AUV at Beginning of Period $10.06 $14.58 $19.04 (1) AUV at End of Period $13.07 $10.06 $14.58 Number of Accumulation Units Outstanding at End of Period 147,726 60,337 37,525 ING MERCURY FOCUS VALUE AUV at Beginning of Period $8.33 $10.00 (4) AUV at End of Period $10.71 $8.33 Number of Accumulation Units Outstanding at End of Period 8,599 5,396 ING MERCURY FUNDAMENTAL GROWTH AUV at Beginning of Period $7.94 $10.00 (4) AUV at End of Period $9.87 $7.94 Number of Accumulation Units Outstanding at End of Period 1,086 -- ING MFS MID CAP GROWTH AUV at Beginning of Period $15.22 $30.36 $39.38 (1) AUV at End of Period $20.75 $15.22 $30.36 Number of Accumulation Units Outstanding at End of Period 80,454 59,471 32,214 ING MFS RESEARCH AUV at Beginning of Period $14.33 $19.48 $23.19 (1) AUV at End of Period $17.49 $14.33 $19.48 Number of Accumulation Units Outstanding at End of Period 51,558 52,294 25,925 ING MFS TOTAL RETURN AUV at Beginning of Period $18.21 $19.59 $20.07 (1) AUV at End of Period $20.83 $18.21 $19.59 Number of Accumulation Units Outstanding at End of Period 156,989 108,560 48,787 ING PIMCO CORE BOND AUV at Beginning of Period $12.03 $11.30 $10.92 (1) AUV at End of Period $12.35 $12.03 $11.30 Number of Accumulation Units Outstanding at End of Period 151,480 134,070 45,492 ING SALOMON BROTHERS AGGRESSIVE GROWTH AUV at Beginning of Period $10.00 (6) AUV at End of Period $10.79 Number of Accumulation Units Outstanding at End of Period 1,223 ING SALOMON BROTHERS ALL CAP AUV at Beginning of Period $8.39 $11.50 $12.23 (1) AUV at End of Period $11.41 $8.39 $11.50 Number of Accumulation Units Outstanding at End of Period 204,499 186,269 101,330 ING SALOMON BROTHERS INVESTORS AUV at Beginning of Period $7.92 $10.49 $11.48 (1) AUV at End of Period $10.18 $7.92 $10.49 Number of Accumulation Units Outstanding at End of Period 46,270 88,534 50,349 Access - 133972 A56 2003 2002 2001 ------------------------------------- ING T. ROWE PRICE CAPITAL APPRECIATION AUV at Beginning of Period $25.46 $25.87 $25.75 (1) AUV at End of Period $31.24 $25.46 $25.87 Number of Accumulation Units Outstanding at End of Period 163,215 122,476 43,670 ING T. ROWE PRICE EQUITY INCOME AUV at Beginning of Period $18.63 $21.91 $22.33 (1) AUV at End of Period $22.84 $18.63 $21.91 Number of Accumulation Units Outstanding at End of Period 94,965 69,736 27,313 ING UBS U.S. BALANCED AUV at Beginning of Period $7.16 (8) AUV at End of Period $8.27 Number of Accumulation Units Outstanding at End of Period 40,435 ING VAN KAMPEN EQUITY GROWTH AUV at Beginning of Period $7.79 $10.00 (4) AUV at End of Period $9.43 Number of Accumulation Units Outstanding at End of Period 5,115 -- ING VAN KAMPEN GLOBAL FRANCHISE AUV at Beginning of Period $8.81 $10.00 (4) AUV at End of Period $10.89 $8.81 Number of Accumulation Units Outstanding at End of Period 14,218 5,968 ING VAN KAMPEN GROWTH & INCOME AUV at Beginning of Period $17.09 $20.47 $21.76 (1) AUV at End of Period $21.41 $17.09 $20.47 Number of Accumulation Units Outstanding at End of Period 52,462 40,928 20,784 ING VAN KAMPEN REAL ESTATE AUV at Beginning of Period $25.56 $26.04 $24.32 (1) AUV at End of Period $34.48 $25.56 $26.04 Number of Accumulation Units Outstanding at End of Period 40,493 28,955 8,514 ING VP BOND PORTFOLIO AUV at Beginning of Period $10.60 $10.00 (4) AUV at End of Period $11.01 $10.60 Number of Accumulation Units Outstanding at End of Period 61,348 9,277 ING VP GROWTH OPPORTUNITIES AUV at Beginning of Period $5.20 $7.76 $10.11 (1) AUV at End of Period $6.75 $5.20 $7.76 Number of Accumulation Units Outstanding at End of Period 14,496 4,918 6,308 ING VP INDEX PLUS LARGE CAP AUV at Beginning of Period $10.00 (5) AUV at End of Period $8.83 Number of Accumulation Units Outstanding at End of Period 9,730 ING VP MAGNACAP AUV at Beginning of Period $7.02 $9.31 $10.11 (1) AUV at End of Period $8.99 $7.02 $9.31 Number of Accumulation Units Outstanding at End of Period 13,071 18,132 11,483 ING VP SMALLCAP OPPORTUNITIES AUV at Beginning of Period $4.57 $8.30 $10.01 (1) AUV at End of Period $6.19 $4.57 $8.30 Number of Accumulation Units Outstanding at End of Period 66,684 54,433 21,418 Access - 133972 A57 2003 2002 2001 ------------------------------------- ING VP WORLDWIDE GROWTH AUV at Beginning of Period $5.12 $6.95 $8.34 (1) AUV at End of Period $6.47 $5.12 $6.95 Number of Accumulation Units Outstanding at End of Period 72,812 39,021 30,234 INVESCO VIF HEALTH SCIENCES AUV at Beginning of Period $7.58 $10.24 $10.00 (2) AUV at End of Period $9.49 $7.58 $10.24 Number of Accumulation Units Outstanding at End of Period 60,165 15,338 332 INVESCO VIF LEISURE FUND AUV at Beginning of Period $8.40 $10.00 (4) AUV at End of Period $10.59 $8.40 Number of Accumulation Units Outstanding at End of Period 17,964 3,612 INVESCO VIF FINANCIAL SERVICES AUV at Beginning of Period $7.78 $9.34 $10.00 (2) AUV at End of Period $9.88 $7.78 $9.34 Number of Accumulation Units Outstanding at End of Period 70,712 36,848 -- INVESCO VIF UTILITIES AUV at Beginning of Period $6.31 $8.08 $10.00 (2) AUV at End of Period $7.26 $6.31 $8.08 Number of Accumulation Units Outstanding at End of Period 9,527 814 -- JENNISON PORTFOLIO AUV at Beginning of Period $4.20 $6.23 $7.19 (1) AUV at End of Period $5.33 $4.20 $6.23 Number of Accumulation Units Outstanding at End of Period 18,949 22,367 21,785 PIMCO HIGH YIELD PORTFOLIO AUV at Beginning of Period $9.54 $9.86 $9.80 (1) AUV at End of Period $11.48 $9.54 $9.86 Number of Accumulation Units Outstanding at End of Period 394,260 186,396 54,726 PIMCO STOCKSPLUS GROWTH & INCOME AUV at Beginning of Period $7.80 $9.99 $10.97 (1) AUV at End of Period $9.97 $7.80 $9.99 Number of Accumulation Units Outstanding at End of Period 14,235 24,969 10,158 PIONEER FUND VCT AUV at Beginning of Period $7.40 $9.36 $10.00 (2) AUV at End of Period $8.95 $7.40 $9.36 Number of Accumulation Units Outstanding at End of Period 9,957 8,141 -- PIONEER MID CAP VALUE AUV at Beginning of Period $9.29 $10.70 $10.00 (2) AUV at End of Period $12.48 $9.29 $10.70 Number of Accumulation Units Outstanding at End of Period 50,383 28,194 660 PROFUND VP BULL AUV at Beginning of Period $6.59 $8.86 $10.00 (1) AUV at End of Period $8.11 $6.59 $8.86 Number of Accumulation Units Outstanding at End of Period 75,931 29,583 5,613 PROFUND VP EUROPE 30 AUV at Beginning of Period $5.98 $8.23 $10.05 (1) AUV at End of Period $8.13 $5.98 $8.23 Number of Accumulation Units Outstanding at End of Period 163,248 8,144 15,188 Access - 133972 A58 2003 2002 2001 ------------------------------------- PROFUND VP RISING RATES OPPORTUNITY AUV at Beginning of Period $10.00 (7) AUV at End of Period $9.35 Number of Accumulation Units Outstanding at End of Period 4,760 PROFUND VP SMALL CAP AUV at Beginning of Period $7.13 $9.39 $10.00 (1) AUV at End of Period $9.97 $7.13 $9.39 Number of Accumulation Units Outstanding at End of Period 132,957 7,373 12,960 SP JENNISON INTERNATIONAL GROWTH AUV at Beginning of Period $4.05 $5.36 $7.29 (1) AUV at End of Period $5.53 $4.05 $5.36 Number of Accumulation Units Outstanding at End of Period 60,765 34,977 11,906 FOOTNOTES (1) Fund First Available during May 2001 (2) Fund First Available during November 2001 (3) Fund First Available during December 2001 (4) Fund First Available during May 2002 (5) Fund First Available during August 2003 (6) Fund First Available during September 2003 (7) Fund First Available during October 2003 (8) Fund First Available during November 2003 2003 2002 2001 ------------------------------------- SEPARATE ACCOUNT ANNUAL CHARGES OF 2.10% AIM VI DENT DEMOGRAPHIC TRENDS AUV at Beginning of Period $7.28 $10.98 $10.00 (2) AUV at End of Period $9.79 $7.28 $10.98 Number of Accumulation Units Outstanding at End of Period 194,283 11,618 -- COLONIAL SMALL CAP VALUE AUV at Beginning of Period $10.00 (9) AUV at End of Period $13.79 Number of Accumulation Units Outstanding at End of Period 219,203 FIDELITY(R) VIP EQUITY--INCOME AUV at Beginning of Period $7.75 $9.56 (4) AUV at End of Period $9.87 $7.75 Number of Accumulation Units Outstanding at End of Period 448,420 54,904 FIDELITY(R) VIP GROWTH AUV at Beginning of Period $6.31 $9.24 (4) AUV at End of Period $8.18 $6.31 Number of Accumulation Units Outstanding at End of Period 875,428 107,165 ING AIM MID CAP GROWTH AUV at Beginning of Period $9.40 $14.05 $16.27 (1) AUV at End of Period $13.26 $9.40 $14.05 Number of Accumulation Units Outstanding at End of Period 224,903 63,802 21,990 ING ALLIANCE MID CAP GROWTH AUV at Beginning of Period $9.62 $14.05 $16.08 (1) AUV at End of Period $15.74 $9.62 $14.05 Number of Accumulation Units Outstanding at End of Period 439,259 184,179 63,924 ING AMERICAN FUNDS GROWTH AUV at Beginning of Period $10.00 (7) AUV at End of Period $10.75 Number of Accumulation Units Outstanding at End of Period 882,976 Access - 133972 A59 2003 2002 2001 ------------------------------------- ING AMERICAN FUNDS GROWTH-INCOME AUV at Beginning of Period $10.00 (7) AUV at End of Period $10.96 Number of Accumulation Units Outstanding at End of Period 709,118 ING AMERICAN FUNDS INTERNATIONAL AUV at Beginning of Period $10.00 (7) AUV at End of Period $11.59 Number of Accumulation Units Outstanding at End of Period 296,661 ING CAPITAL GUARDIAN LARGE CAP VALUE AUV at Beginning of Period $7.37 $9.88 $10.51 (1) AUV at End of Period $9.87 $7.37 $9.88 Number of Accumulation Units Outstanding at End of Period 2,105,769 916,295 261,939 ING CAPITAL GUARDIAN MANAGED GLOBAL AUV at Beginning of Period $12.82 $16.41 $19.19 (1) AUV at End of Period $17.11 $12.82 $16.41 Number of Accumulation Units Outstanding at End of Period 451,642 210,411 72,320 ING CAPITAL GUARDIAN SMALL CAP AUV at Beginning of Period $12.50 $17.12 $17.51 (1) AUV at End of Period $17.18 $12.50 $17.12 Number of Accumulation Units Outstanding at End of Period 734,792 350,649 77,139 ING DEVELOPING WORLD AUV at Beginning of Period $6.02 $6.89 $7.32 (1) AUV at End of Period $8.64 $6.02 $6.89 Number of Accumulation Units Outstanding at End of Period 251,031 87,622 52,358 ING EAGLE ASSET VALUE EQUITY AUV at Beginning of Period $14.15 $17.43 $19.13 (1) AUV at End of Period $17.35 $14.15 $17.43 Number of Accumulation Units Outstanding at End of Period 228,990 131,099 34,231 ING FMR(SM) DIVERSIFIED MID--CAP AUV at Beginning of Period $7.12 $9.01 $9.46 (1) AUV at End of Period $9.30 $7.12 $9.01 Number of Accumulation Units Outstanding at End of Period 724,929 492,026 76,525 ING GET FUND -- SERIES V AUV at Beginning of Period $10.00 (5) AUV at End of Period $9.68 Number of Accumulation Units Outstanding at End of Period 108,973 ING GET U.S. CORE PORTFOLIO - SERIES 1 AUV at Beginning of Period $10.00 (5) AUV at End of Period $10.21 Number of Accumulation Units Outstanding at End of Period 17,037 ING GOLDMAN SACHS INTERNET TOLLKEEPER AUV at Beginning of Period $4.59 $7.58 $10.00 (1) AUV at End of Period $6.34 $4.59 $7.58 Number of Accumulation Units Outstanding at End of Period 305,817 141,023 23,594 ING HARD ASSETS AUV at Beginning of Period $12.71 $12.88 $15.16 (1) AUV at End of Period $18.94 $12.71 $12.88 Number of Accumulation Units Outstanding at End of Period 147,526 43,248 2,531 Access - 133972 A60 2003 2002 2001 ------------------------------------- ING INTERNATIONAL EQUITY AUV at Beginning of Period $6.87 $8.37 $9.74 (3) AUV at End of Period $8.69 $6.87 $8.37 Number of Accumulation Units Outstanding at End of Period 291,624 132,383 2,399 ING JANUS GROWTH AND INCOME AUV at Beginning of Period $6.94 $8.79 $9.64 (1) AUV at End of Period $8.32 $6.94 $8.79 Number of Accumulation Units Outstanding at End of Period 854,803 584,691 164,770 ING JANUS SPECIAL EQUITY AUV at Beginning of Period $5.98 $8.25 $8.97 (1) AUV at End of Period $8.81 $5.98 $8.25 Number of Accumulation Units Outstanding at End of Period 149,245 96,355 38,065 ING JENNISON EQUITY OPPORTUNITIES AUV at Beginning of Period $13.94 $20.13 $22.86 (1) AUV at End of Period $17.90 $13.94 $20.13 Number of Accumulation Units Outstanding at End of Period 185,364 132,556 41,070 ING JP MORGAN FLEMING INTERNATIONAL AUV at Beginning of Period $10.00 (7) AUV at End of Period $11.85 Number of Accumulation Units Outstanding at End of Period 22,489 ING JP MORGAN FLEMING SMALLCAP AUV at Beginning of Period $7.81 $10.00 (4) AUV at End of Period $10.26 $7.81 Number of Accumulation Units Outstanding at End of Period 260,352 37,674 ING JULIUS BAER FOREIGN AUV at Beginning of Period $8.19 $10.00 (4) AUV at End of Period $10.51 $8.19 Number of Accumulation Units Outstanding at End of Period 128,362 6,369 ING LIMITED MATURITY BOND AUV at Beginning of Period $18.23 $17.36 $16.70 (1) AUV at End of Period $18.35 $18.23 $17.36 Number of Accumulation Units Outstanding at End of Period 390,766 187,662 63,527 ING LIQUID ASSETS AUV at Beginning of Period $14.33 $14.43 $14.34 (1) AUV at End of Period $14.13 $14.33 $14.43 Number of Accumulation Units Outstanding at End of Period 735,857 514,409 261,606 ING MARSICO GROWTH AUV at Beginning of Period $10.02 $14.53 $18.99 (1) AUV at End of Period $13.02 $10.02 $14.53 Number of Accumulation Units Outstanding at End of Period 845,399 311,442 126,140 ING MERCURY FOCUS VALUE AUV at Beginning of Period $8.33 $10.00 (4) AUV at End of Period $10.70 $8.33 Number of Accumulation Units Outstanding at End of Period 99,430 15,878 Access - 133972 A61 2003 2002 2001 ------------------------------------- ING MERCURY FUNDAMENTAL GROWTH AUV at Beginning of Period $7.94 $10.00 (4) AUV at End of Period $9.86 $7.94 Number of Accumulation Units Outstanding at End of Period 38,135 8,896 ING MFS MID CAP GROWTH AUV at Beginning of Period $15.16 $30.25 $39.25 (1) AUV at End of Period $20.65 $15.16 $30.25 Number of Accumulation Units Outstanding at End of Period 527,276 309,801 93,233 ING MFS RESEARCH AUV at Beginning of Period $14.27 $19.40 $23.11 (1) AUV at End of Period $17.41 $14.27 $19.40 Number of Accumulation Units Outstanding at End of Period 360,253 215,283 85,348 ING MFS TOTAL RETURN AUV at Beginning of Period $18.14 $19.52 $20.00 (1) AUV at End of Period $20.73 $18.14 $19.52 Number of Accumulation Units Outstanding at End of Period 1,114,951 687,305 203,036 ING PIMCO CORE BOND AUV at Beginning of Period $11.98 $11.26 $10.88 (1) AUV at End of Period $12.29 $11.98 $11.26 Number of Accumulation Units Outstanding at End of Period 1,262,012 836,451 221,684 ING SALOMON BROTHERS AGGRESSIVE GROWTH AUV at Beginning of Period $10.00 (7) AUV at End of Period $10.79 Number of Accumulation Units Outstanding at End of Period 109,745 ING SALOMON BROTHERS ALL CAP AUV at Beginning of Period $8.37 $11.49 $12.23 (1) AUV at End of Period $11.38 $8.37 $11.49 Number of Accumulation Units Outstanding at End of Period 1,445,599 892,250 225,937 ING SALOMON BROTHERS INVESTORS AUV at Beginning of Period $7.91 $10.48 $11.47 (1) AUV at End of Period $10.16 $7.91 $10.48 Number of Accumulation Units Outstanding at End of Period 474,812 294,204 136,482 ING T. ROWE PRICE CAPITAL APPRECIATION AUV at Beginning of Period $25.28 $25.70 $25.59 (1) AUV at End of Period $31.00 $25.28 $25.70 Number of Accumulation Units Outstanding at End of Period 998,381 442,657 92,605 ING T. ROWE PRICE EQUITY INCOME AUV at Beginning of Period $18.50 $21.77 $22.19 (1) AUV at End of Period $22.67 $18.50 $21.77 Number of Accumulation Units Outstanding at End of Period 860,125 425,112 107,272 ING UBS U.S. BALANCED AUV at Beginning of Period $7.15 (9) AUV at End of Period $8.26 Number of Accumulation Units Outstanding at End of Period 294,927 ING VAN KAMPEN EQUITY GROWTH AUV at Beginning of Period $7.78 $10.00 (4) AUV at End of Period $9.42 $7.78 Number of Accumulation Units Outstanding at End of Period 138,420 10,422 Access - 133972 A62 2003 2002 2001 ------------------------------------- ING VAN KAMPEN GLOBAL FRANCHISE AUV at Beginning of Period $8.80 $10.00 (4) AUV at End of Period $10.88 $8.80 Number of Accumulation Units Outstanding at End of Period 200,135 40,258 ING VAN KAMPEN GROWTH & INCOME AUV at Beginning of Period $17.01 $20.39 $21.68 (1) AUV at End of Period $21.30 $17.01 $20.39 Number of Accumulation Units Outstanding at End of Period 424,242 180,352 51,722 ING VAN KAMPEN REAL ESTATE AUV at Beginning of Period $25.38 $25.87 $24.17 (1) AUV at End of Period $34.22 $25.38 $25.87 Number of Accumulation Units Outstanding at End of Period 182,707 77,757 7,350 ING VP BOND PORTFOLIO AUV at Beginning of Period $10.59 $10.00 (4) AUV at End of Period $11.00 $10.59 Number of Accumulation Units Outstanding at End of Period 182,945 20,543 ING VP GROWTH OPPORTUNITIES AUV at Beginning of Period $5.20 $7.75 $10.11 (1) AUV at End of Period $6.74 $5.20 $7.75 Number of Accumulation Units Outstanding at End of Period 137,234 68,491 6,269 ING VP INDEX PLUS LARGE CAP AUV at Beginning of Period $10.00 (6) AUV at End of Period $8.82 Number of Accumulation Units Outstanding at End of Period 247,476 ING VP MAGNACAP AUV at Beginning of Period $7.02 $9.31 $10.11 (1) AUV at End of Period $8.98 $7.02 $9.31 Number of Accumulation Units Outstanding at End of Period 60,421 41,229 10,474 ING VP SMALLCAP OPPORTUNITIES AUV at Beginning of Period $4.57 $8.29 $10.01 (1) AUV at End of Period $6.19 $4.57 $8.29 Number of Accumulation Units Outstanding at End of Period 521,035 249,714 45,115 ING VP WORLDWIDE GROWTH AUV at Beginning of Period $5.11 $6.94 $8.34 (1) AUV at End of Period $6.46 $5.11 $6.94 Number of Accumulation Units Outstanding at End of Period 252,106 138,853 46,282 INVESCO VIF HEALTH SCIENCES AUV at Beginning of Period $7.57 $10.24 $10.00 (2) AUV at End of Period $9.47 $7.57 $10.24 Number of Accumulation Units Outstanding at End of Period 324,507 151,077 466 INVESCO VIF LEISURE FUND AUV at Beginning of Period $8.40 $10.00 (4) AUV at End of Period $10.58 $8.40 Number of Accumulation Units Outstanding at End of Period 125,871 40,592 INVESCO VIF FINANCIAL SERVICES AUV at Beginning of Period $7.78 $9.33 $10.00 (2) AUV at End of Period $9.87 $7.78 $9.33 Number of Accumulation Units Outstanding at End of Period 144,891 84,291 3,260 Access - 133972 A63 2003 2002 2001 ------------------------------------- INVESCO VIF UTILITIES AUV at Beginning of Period $6.30 $8.08 $10.00 (2) AUV at End of Period $7.25 $6.30 $8.08 Number of Accumulation Units Outstanding at End of Period 131,724 52,671 -- JENNISON PORTFOLIO AUV at Beginning of Period $4.19 $6.22 $7.19 (1) AUV at End of Period $5.32 $4.19 $6.22 Number of Accumulation Units Outstanding at End of Period 449,625 265,344 70,772 PIMCO HIGH YIELD PORTFOLIO AUV at Beginning of Period $9.52 $9.84 $9.79 (1) AUV at End of Period $11.45 $9.52 $9.84 Number of Accumulation Units Outstanding at End of Period 1,314,393 423,832 118,177 PIMCO STOCKSPLUS GROWTH & INCOME AUV at Beginning of Period $7.79 $9.97 $10.95 (1) AUV at End of Period $9.94 $7.79 $9.97 Number of Accumulation Units Outstanding at End of Period 255,345 218,962 61,575 PIONEER FUND VCT AUV at Beginning of Period $7.39 $9.35 $10.00 (2) AUV at End of Period $8.94 $7.39 $9.35 Number of Accumulation Units Outstanding at End of Period 342,392 57,294 -- PIONEER MID CAP VALUE AUV at Beginning of Period $9.29 $10.70 $10.00 (2) AUV at End of Period $12.46 $9.29 $10.70 Number of Accumulation Units Outstanding at End of Period 732,031 145,463 -- PROFUND VP BULL AUV at Beginning of Period $6.59 $8.85 $10.00 (1) AUV at End of Period $8.10 $6.59 $8.85 Number of Accumulation Units Outstanding at End of Period 83,177 23,783 1,814 PROFUND VP EUROPE 30 AUV at Beginning of Period $5.98 $8.23 $10.05 (1) AUV at End of Period $8.12 $5.98 $8.23 Number of Accumulation Units Outstanding at End of Period 67,213 17,650 -- PROFUND VP RISING RATES OPPORTUNITY AUV at Beginning of Period $10.00 (8) AUV at End of Period $9.34 Number of Accumulation Units Outstanding at End of Period 26,719 PROFUND VP SMALL CAP AUV at Beginning of Period $7.13 $9.39 $10.00 (1) AUV at End of Period $9.96 $7.13 $9.39 Number of Accumulation Units Outstanding at End of Period 255,439 68,579 12,110 SP JENNISON INTERNATIONAL GROWTH AUV at Beginning of Period $4.05 $5.36 $7.29 (1) AUV at End of Period $5.52 $4.05 $5.36 Number of Accumulation Units Outstanding at End of Period 640,197 156,994 86,394 FOOTNOTES (1) Fund First Available during May 2001 (2) Fund First Available during November 2001 (3) Fund First Available during December 2001 (4) Fund First Available during May 2002 (5) Fund First Available during June 2003 Access - 133972 A64 (6) Fund First Available during August 2003 (7) Fund First Available during September 2003 (8) Fund First Available during October 2003 (9) Fund First Available during November 2003 2003 2002 2001 ------------------------------------- SEPARATE ACCOUNT ANNUAL CHARGES OF 2.15% AIM VI DENT DEMOGRAPHIC TRENDS AUV at Beginning of Period $7.27 $10.98 $10.00 (2) AUV at End of Period $9.77 $7.27 $10.98 Number of Accumulation Units Outstanding at End of Period 17,993 8,919 228 COLONIAL SMALL CAP VALUE AUV at Beginning of Period $10.00 (8) AUV at End of Period $13.78 Number of Accumulation Units Outstanding at End of Period 12,195 FIDELITY(R) VIP EQUITY--INCOME AUV at Beginning of Period $7.75 $9.56 (4) AUV at End of Period $9.86 $7.75 Number of Accumulation Units Outstanding at End of Period 105,157 46,318 FIDELITY(R) VIP GROWTH AUV at Beginning of Period $6.30 $9.24 (4) AUV at End of Period $8.17 $6.30 Number of Accumulation Units Outstanding at End of Period 288,829 72,401 ING AIM MID CAP GROWTH AUV at Beginning of Period $9.36 $14.01 $16.23 (1) AUV at End of Period $13.21 $9.36 $14.01 Number of Accumulation Units Outstanding at End of Period 53,896 20,219 11,976 ING ALLIANCE MID CAP GROWTH AUV at Beginning of Period $9.59 $14.01 $16.04 (1) AUV at End of Period $15.67 $9.59 $14.01 Number of Accumulation Units Outstanding at End of Period 88,834 58,703 45,184 ING AMERICAN FUNDS GROWTH AUV at Beginning of Period $10.00 (6) AUV at End of Period $10.74 Number of Accumulation Units Outstanding at End of Period 10,783 ING AMERICAN FUNDS GROWTH-INCOME AUV at Beginning of Period $10.00 (6) AUV at End of Period $10.96 Number of Accumulation Units Outstanding at End of Period 5,853 ING AMERICAN FUNDS INTERNATIONAL AUV at Beginning of Period $10.00 (6) AUV at End of Period $11.59 Number of Accumulation Units Outstanding at End of Period 579 ING CAPITAL GUARDIAN LARGE CAP VALUE AUV at Beginning of Period $7.36 $9.87 $10.50 (1) AUV at End of Period $9.85 $7.36 $9.87 Number of Accumulation Units Outstanding at End of Period 293,879 190,461 82,699 Access - 133972 A65 2003 2002 2001 ------------------------------------- ING CAPITAL GUARDIAN MANAGED GLOBAL AUV at Beginning of Period $12.75 $16.33 $19.11 (1) AUV at End of Period $17.01 $12.75 $16.33 Number of Accumulation Units Outstanding at End of Period 83,078 59,805 32,608 ING CAPITAL GUARDIAN SMALL CAP AUV at Beginning of Period $12.46 $17.07 $17.47 (1) AUV at End of Period $17.11 $12.46 $17.07 Number of Accumulation Units Outstanding at End of Period 90,553 54,702 21,559 ING DEVELOPING WORLD AUV at Beginning of Period $6.01 $6.87 $7.30 (1) AUV at End of Period $8.62 $6.01 $6.87 Number of Accumulation Units Outstanding at End of Period 22,800 14,127 9,241 ING EAGLE ASSET VALUE EQUITY AUV at Beginning of Period $14.09 $17.36 $19.07 (1) AUV at End of Period $17.27 $14.09 $17.36 Number of Accumulation Units Outstanding at End of Period 27,223 19,840 7,195 ING FMR(SM) DIVERSIFIED MID--CAP AUV at Beginning of Period $7.11 $9.01 $9.46 (1) AUV at End of Period $9.28 $7.11 $9.01 Number of Accumulation Units Outstanding at End of Period 119,998 74,631 17,789 ING GOLDMAN SACHS INTERNET TOLLKEEPER AUV at Beginning of Period $4.59 $7.58 $10.00 (1) AUV at End of Period $6.33 $4.59 $7.58 Number of Accumulation Units Outstanding at End of Period 52,483 23,046 14,867 ING HARD ASSETS AUV at Beginning of Period $12.62 $12.79 $15.06 (1) AUV at End of Period $18.80 $12.62 $12.79 Number of Accumulation Units Outstanding at End of Period 18,382 11,015 6,076 ING INTERNATIONAL EQUITY AUV at Beginning of Period $6.85 $8.35 $9.72 (3) AUV at End of Period $8.66 $6.85 $8.35 Number of Accumulation Units Outstanding at End of Period 53,716 28,442 -- ING JANUS GROWTH AND INCOME AUV at Beginning of Period $6.93 $8.79 $9.64 (1) AUV at End of Period $8.31 $6.93 $8.79 Number of Accumulation Units Outstanding at End of Period 159,409 103,609 26,573 ING JANUS SPECIAL EQUITY AUV at Beginning of Period $5.97 $8.24 $8.97 (1) AUV at End of Period $8.79 $5.97 $8.24 Number of Accumulation Units Outstanding at End of Period 35,657 7,583 5,305 ING JENNISON EQUITY OPPORTUNITIES AUV at Beginning of Period $13.87 $20.03 $22.76 (1) AUV at End of Period $17.79 $13.87 $20.03 Number of Accumulation Units Outstanding at End of Period 35,728 34,166 10,853 ING JP MORGAN FLEMING INTERNATIONAL AUV at Beginning of Period $10.00 (6) AUV at End of Period $11.84 Number of Accumulation Units Outstanding at End of Period 326 Access - 133972 A66 2003 2002 2001 ------------------------------------- ING JP MORGAN FLEMING SMALLCAP AUV at Beginning of Period $7.81 $10.00 (4) AUV at End of Period $10.25 $7.81 Number of Accumulation Units Outstanding at End of Period 24,074 47 ING JULIUS BAER FOREIGN AUV at Beginning of Period $8.18 $10.00 (4) AUV at End of Period $10.50 $8.18 Number of Accumulation Units Outstanding at End of Period 20,181 4,137 ING LIMITED MATURITY BOND AUV at Beginning of Period $18.10 $17.25 $16.60 (1) AUV at End of Period $18.21 $18.10 $17.25 Number of Accumulation Units Outstanding at End of Period 130,050 102,238 14,995 ING LIQUID ASSETS AUV at Beginning of Period $14.23 $14.34 $14.25 (1) AUV at End of Period $14.03 $14.23 $14.34 Number of Accumulation Units Outstanding at End of Period 127,143 102,402 131,130 ING MARSICO GROWTH AUV at Beginning of Period $9.99 $14.49 $18.95 (1) AUV at End of Period $12.97 $9.99 $14.49 Number of Accumulation Units Outstanding at End of Period 106,576 62,460 50,456 ING MERCURY FOCUS VALUE AUV at Beginning of Period $8.33 $10.00 (4) AUV at End of Period $10.69 $8.33 Number of Accumulation Units Outstanding at End of Period 116,975 20,649 ING MERCURY FUNDAMENTAL GROWTH AUV at Beginning of Period $7.93 $10.00 (4) AUV at End of Period $9.86 $7.93 Number of Accumulation Units Outstanding at End of Period 1,932 297 ING MFS MID CAP GROWTH AUV at Beginning of Period $15.10 $30.14 $39.11 (1) AUV at End of Period $20.55 $15.10 $30.14 Number of Accumulation Units Outstanding at End of Period 83,428 60,108 29,442 ING MFS RESEARCH AUV at Beginning of Period $14.21 $19.33 $23.03 (1) AUV at End of Period $17.32 $14.21 $19.33 Number of Accumulation Units Outstanding at End of Period 60,270 58,224 35,638 ING MFS TOTAL RETURN AUV at Beginning of Period $18.06 $19.45 $19.93 (1) AUV at End of Period $20.63 $18.06 $19.45 Number of Accumulation Units Outstanding at End of Period 244,840 123,964 62,233 ING PIMCO CORE BOND AUV at Beginning of Period $11.93 $11.22 $10.84 (1) AUV at End of Period $12.23 $11.93 $11.22 Number of Accumulation Units Outstanding at End of Period 276,508 299,610 75,861 ING SALOMON BROTHERS AGGRESSIVE GROWTH AUV at Beginning of Period $10.00 (6) AUV at End of Period $10.79 Number of Accumulation Units Outstanding at End of Period 5,179 Access - 133972 A67 2003 2002 2001 ------------------------------------- ING SALOMON BROTHERS ALL CAP AUV at Beginning of Period $8.36 $11.48 $12.22 (1) AUV at End of Period $11.36 $8.36 $11.48 Number of Accumulation Units Outstanding at End of Period 155,281 142,958 31,699 ING SALOMON BROTHERS INVESTORS AUV at Beginning of Period $7.89 $10.47 $11.46 (1) AUV at End of Period $10.14 $7.89 $10.47 Number of Accumulation Units Outstanding at End of Period 46,480 33,194 16,003 ING T. ROWE PRICE CAPITAL APPRECIATION AUV at Beginning of Period $25.10 $25.53 $25.43 (1) AUV at End of Period $30.76 $25.10 $25.53 Number of Accumulation Units Outstanding at End of Period 261,019 164,221 43,006 ING T. ROWE PRICE EQUITY INCOME AUV at Beginning of Period $18.37 $21.62 $22.05 (1) AUV at End of Period $22.50 $18.37 $21.62 Number of Accumulation Units Outstanding at End of Period 138,973 90,035 25,078 ING UBS U.S. BALANCED AUV at Beginning of Period $7.14 (8) AUV at End of Period $8.24 Number of Accumulation Units Outstanding at End of Period 49,854 ING VAN KAMPEN EQUITY GROWTH AUV at Beginning of Period $7.78 $10.00 (4) AUV at End of Period $9.42 Number of Accumulation Units Outstanding at End of Period 11,021 -- ING VAN KAMPEN GLOBAL FRANCHISE AUV at Beginning of Period $8.80 $10.00 (4) AUV at End of Period $10.87 $8.80 Number of Accumulation Units Outstanding at End of Period 18,945 1,758 ING VAN KAMPEN GROWTH & INCOME AUV at Beginning of Period $16.93 $20.30 $21.59 (1) AUV at End of Period $21.19 $16.93 $20.30 Number of Accumulation Units Outstanding at End of Period 93,569 38,925 13,112 ING VAN KAMPEN REAL ESTATE AUV at Beginning of Period $25.20 $25.70 $24.02 (1) AUV at End of Period $33.96 $25.20 $25.70 Number of Accumulation Units Outstanding at End of Period 34,934 17,947 6,621 ING VP BOND PORTFOLIO AUV at Beginning of Period $10.59 $10.00 (4) AUV at End of Period $10.99 $10.59 Number of Accumulation Units Outstanding at End of Period 29,781 45,162 ING VP GROWTH OPPORTUNITIES AUV at Beginning of Period $5.19 $7.75 $10.11 (1) AUV at End of Period $6.73 $5.19 $7.75 Number of Accumulation Units Outstanding at End of Period 22,604 11,587 2,926 ING VP INDEX PLUS LARGE CAP AUV at Beginning of Period $10.00 (5) AUV at End of Period $8.81 Number of Accumulation Units Outstanding at End of Period 27,484 Access - 133972 A68 2003 2002 2001 ------------------------------------- ING VP MAGNACAP AUV at Beginning of Period $7.01 $9.31 $10.11 (1) AUV at End of Period $8.97 $7.01 $9.31 Number of Accumulation Units Outstanding at End of Period 12,012 12,376 4,684 ING VP SMALLCAP OPPORTUNITIES AUV at Beginning of Period $4.56 $8.29 $10.01 (1) AUV at End of Period $6.18 $4.56 $8.29 Number of Accumulation Units Outstanding at End of Period 55,730 46,046 6,290 ING VP WORLDWIDE GROWTH AUV at Beginning of Period $5.10 $6.93 $8.33 (1) AUV at End of Period $6.45 $5.10 $6.93 Number of Accumulation Units Outstanding at End of Period 61,656 57,393 20,405 INVESCO VIF HEALTH SCIENCES AUV at Beginning of Period $7.57 $10.24 $10.00 (2) AUV at End of Period $9.46 $7.57 $10.24 Number of Accumulation Units Outstanding at End of Period 56,040 9,189 1,063 INVESCO VIF LEISURE FUND AUV at Beginning of Period $8.40 $10.00 (4) AUV at End of Period $10.57 $8.40 Number of Accumulation Units Outstanding at End of Period 113,886 17,360 INVESCO VIF FINANCIAL SERVICES AUV at Beginning of Period $7.77 $9.33 $10.00 (2) AUV at End of Period $9.85 $7.77 $9.33 Number of Accumulation Units Outstanding at End of Period 10,908 8,074 3,752 INVESCO VIF UTILITIES AUV at Beginning of Period $6.30 $8.08 $10.00 (2) AUV at End of Period $7.24 $6.30 $8.08 Number of Accumulation Units Outstanding at End of Period 15,817 24,927 -- JENNISON PORTFOLIO AUV at Beginning of Period $4.19 $6.22 $7.18 (1) AUV at End of Period $5.31 $4.19 $6.22 Number of Accumulation Units Outstanding at End of Period 248,869 78,264 14,542 PIMCO HIGH YIELD PORTFOLIO AUV at Beginning of Period $9.50 $9.82 $9.77 (1) AUV at End of Period $11.42 $9.50 $9.82 Number of Accumulation Units Outstanding at End of Period 176,459 64,823 27,443 PIMCO STOCKSPLUS GROWTH & INCOME AUV at Beginning of Period $7.77 $9.95 $10.94 (1) AUV at End of Period $9.91 $7.77 $9.95 Number of Accumulation Units Outstanding at End of Period 43,840 59,533 20,309 PIONEER FUND VCT AUV at Beginning of Period $7.39 $9.35 $10.00 (2) AUV at End of Period $8.93 $7.39 $9.35 Number of Accumulation Units Outstanding at End of Period 27,046 19,166 -- PIONEER MID CAP VALUE AUV at Beginning of Period $9.28 $10.70 $10.00 (2) AUV at End of Period $12.45 $9.28 $10.70 Number of Accumulation Units Outstanding at End of Period 78,912 25,875 -- Access - 133972 A69 2003 2002 2001 ------------------------------------- PROFUND VP BULL AUV at Beginning of Period $6.58 $8.85 $10.00 (1) AUV at End of Period $8.09 $6.58 $8.85 Number of Accumulation Units Outstanding at End of Period 46,761 32,743 900 PROFUND VP EUROPE 30 AUV at Beginning of Period $5.97 $8.22 $10.05 (1) AUV at End of Period $8.11 $5.97 $8.22 Number of Accumulation Units Outstanding at End of Period 7,179 1,104 7,153 PROFUND VP RISING RATES OPPORTUNITY AUV at Beginning of Period $10.00 (7) AUV at End of Period $9.34 Number of Accumulation Units Outstanding at End of Period 4,883 PROFUND VP SMALL CAP AUV at Beginning of Period $7.12 $9.38 $10.00 (1) AUV at End of Period $9.95 $7.12 $9.38 Number of Accumulation Units Outstanding at End of Period 50,629 12,461 4,031 SP JENNISON INTERNATIONAL GROWTH AUV at Beginning of Period $4.05 $5.36 $7.29 (1) AUV at End of Period $5.51 $4.05 $5.36 Number of Accumulation Units Outstanding at End of Period 54,941 16,084 3,450 FOOTNOTES (1) Fund First Available during May 2001 (2) Fund First Available during November 2001 (3) Fund First Available during December 2001 (4) Fund First Available during May 2002 (5) Fund First Available during August 2003 (6) Fund First Available during September 2003 (7) Fund First Available during October 2003 (8) Fund First Available during November 2003 2003 2002 2001 ------------------------------------- SEPARATE ACCOUNT ANNUAL CHARGES OF 2.25% AIM VI DENT DEMOGRAPHIC TRENDS AUV at Beginning of Period $7.27 $10.97 $10.00 (2) AUV at End of Period $9.75 $7.27 $10.97 Number of Accumulation Units Outstanding at End of Period 122,172 109,981 724 COLONIAL SMALL CAP VALUE AUV at Beginning of Period $10.00 (8) AUV at End of Period $13.77 Number of Accumulation Units Outstanding at End of Period 48,951 FIDELITY(R) VIP EQUITY--INCOME AUV at Beginning of Period $7.74 $9.55 (4) AUV at End of Period $9.83 $7.74 Number of Accumulation Units Outstanding at End of Period 90,841 7,498 FIDELITY(R) VIP GROWTH AUV at Beginning of Period $6.29 $9.23 (4) AUV at End of Period $8.15 $6.29 Number of Accumulation Units Outstanding at End of Period 193,182 13,477 Access - 133972 A70 2003 2002 2001 ------------------------------------- ING AIM MID CAP GROWTH AUV at Beginning of Period $9.29 $13.92 $16.13 (1) AUV at End of Period $13.10 $9.29 $13.92 Number of Accumulation Units Outstanding at End of Period 74,897 28,984 32,366 ING ALLIANCE MID CAP GROWTH AUV at Beginning of Period $9.52 $13.93 $15.96 (1) AUV at End of Period $15.55 $9.52 $13.93 Number of Accumulation Units Outstanding at End of Period 161,397 67,393 35,302 ING AMERICAN FUNDS GROWTH AUV at Beginning of Period $10.00 (6) AUV at End of Period $10.74 Number of Accumulation Units Outstanding at End of Period 193,356 ING AMERICAN FUNDS GROWTH-INCOME AUV at Beginning of Period $10.00 (6) AUV at End of Period $10.96 Number of Accumulation Units Outstanding at End of Period 148,093 ING AMERICAN FUNDS INTERNATIONAL AUV at Beginning of Period $10.00 (6) AUV at End of Period $11.58 Number of Accumulation Units Outstanding at End of Period 35,476 ING CAPITAL GUARDIAN LARGE CAP VALUE AUV at Beginning of Period $7.34 $9.86 $10.49 (1) AUV at End of Period $9.81 $7.34 $9.86 Number of Accumulation Units Outstanding at End of Period 628,349 486,302 172,888 ING CAPITAL GUARDIAN MANAGED GLOBAL AUV at Beginning of Period $12.62 $16.18 $18.94 (1) AUV at End of Period $16.82 $12.62 $16.18 Number of Accumulation Units Outstanding at End of Period 163,908 102,390 55,217 ING CAPITAL GUARDIAN SMALL CAP AUV at Beginning of Period $12.37 $16.97 $17.37 (1) AUV at End of Period $16.97 $12.37 $16.97 Number of Accumulation Units Outstanding at End of Period 170,485 69,008 36,881 ING DEVELOPING WORLD AUV at Beginning of Period $5.98 $6.85 $7.28 (1) AUV at End of Period $8.57 $5.98 $6.85 Number of Accumulation Units Outstanding at End of Period 58,908 39,283 28,075 ING EAGLE ASSET VALUE EQUITY AUV at Beginning of Period $13.98 $17.24 $18.95 (1) AUV at End of Period $17.12 $13.98 $17.24 Number of Accumulation Units Outstanding at End of Period 58,776 48,682 50,098 ING FMR(SM) DIVERSIFIED MID--CAP AUV at Beginning of Period $7.09 $8.99 $9.46 (1) AUV at End of Period $9.25 $7.09 $8.99 Number of Accumulation Units Outstanding at End of Period 221,767 181,302 78,758 ING GET FUND -- SERIES V AUV at Beginning of Period $10.00 AUV at End of Period $9.66 Number of Accumulation Units Outstanding at End of Period 7,052 Access - 133972 A71 2003 2002 2001 ------------------------------------- ING GOLDMAN SACHS INTERNET TOLLKEEPER AUV at Beginning of Period $4.58 $7.57 $10.00 (1) AUV at End of Period $6.31 $4.58 $7.57 Number of Accumulation Units Outstanding at End of Period 140,904 80,240 12,668 ING HARD ASSETS AUV at Beginning of Period $12.44 $12.63 $14.88 (1) AUV at End of Period $18.51 $12.44 $12.63 Number of Accumulation Units Outstanding at End of Period 61,074 23,773 9,098 ING INTERNATIONAL EQUITY AUV at Beginning of Period $6.80 $8.30 $9.67 (3) AUV at End of Period $8.59 $6.80 $8.30 Number of Accumulation Units Outstanding at End of Period 58,270 28,307 -- ING JANUS GROWTH AND INCOME AUV at Beginning of Period $6.91 $8.78 $9.63 (1) AUV at End of Period $8.28 $6.91 $8.78 Number of Accumulation Units Outstanding at End of Period 311,748 255,764 80,339 ING JANUS SPECIAL EQUITY AUV at Beginning of Period $5.96 $8.23 $8.96 (1) AUV at End of Period $8.76 $5.96 $8.23 Number of Accumulation Units Outstanding at End of Period 63,791 19,023 5,941 ING JENNISON EQUITY OPPORTUNITIES AUV at Beginning of Period $13.72 $19.84 $22.55 (1) AUV at End of Period $17.58 $13.72 $19.84 Number of Accumulation Units Outstanding at End of Period 60,940 61,196 49,630 ING JP MORGAN FLEMING INTERNATIONAL AUV at Beginning of Period $10.00 (6) AUV at End of Period $11.84 Number of Accumulation Units Outstanding at End of Period 35,164 ING JP MORGAN FLEMING SMALLCAP AUV at Beginning of Period $7.80 $10.00 (4) AUV at End of Period $10.23 $7.80 Number of Accumulation Units Outstanding at End of Period 80,744 8,559 ING JULIUS BAER FOREIGN AUV at Beginning of Period $8.18 $10.00 (4) AUV at End of Period $10.49 $8.18 Number of Accumulation Units Outstanding at End of Period 59,011 3,184 ING LIMITED MATURITY BOND AUV at Beginning of Period $17.84 $17.02 $16.39 (1) AUV at End of Period $17.94 $17.84 $17.02 Number of Accumulation Units Outstanding at End of Period 166,520 117,720 33,665 ING LIQUID ASSETS AUV at Beginning of Period $14.03 $14.15 $14.07 (1) AUV at End of Period $13.81 $14.03 $14.15 Number of Accumulation Units Outstanding at End of Period 298,953 300,238 255,667 ING MARSICO GROWTH AUV at Beginning of Period $9.92 $14.41 $18.85 (1) AUV at End of Period $12.87 $9.92 $14.41 Number of Accumulation Units Outstanding at End of Period 280,718 134,110 58,239 Access - 133972 A72 2003 2002 2001 ------------------------------------- ING MERCURY FOCUS VALUE AUV at Beginning of Period $8.32 $10.00 (4) AUV at End of Period $10.68 $8.32 Number of Accumulation Units Outstanding at End of Period 48,504 8,470 ING MERCURY FUNDAMENTAL GROWTH AUV at Beginning of Period $7.93 $10.00 (4) AUV at End of Period $9.84 Number of Accumulation Units Outstanding at End of Period 11,989 -- ING MFS MID CAP GROWTH AUV at Beginning of Period $14.97 $29.91 $38.85 (1) AUV at End of Period $20.36 $14.97 $29.91 Number of Accumulation Units Outstanding at End of Period 153,096 106,352 50,086 ING MFS RESEARCH AUV at Beginning of Period $14.09 $19.19 $22.88 (1) AUV at End of Period $17.16 $14.09 $19.19 Number of Accumulation Units Outstanding at End of Period 108,671 87,205 49,977 ING MFS TOTAL RETURN AUV at Beginning of Period $17.91 $19.30 $19.80 (1) AUV at End of Period $20.44 $17.91 $19.30 Number of Accumulation Units Outstanding at End of Period 365,773 192,907 77,305 ING PIMCO CORE BOND AUV at Beginning of Period $11.83 $11.14 $10.77 (1) AUV at End of Period $12.11 $11.83 $11.14 Number of Accumulation Units Outstanding at End of Period 413,995 390,105 70,210 ING SALOMON BROTHERS AGGRESSIVE GROWTH AUV at Beginning of Period $10.00 (6) AUV at End of Period $10.78 Number of Accumulation Units Outstanding at End of Period 18,268 ING SALOMON BROTHERS ALL CAP AUV at Beginning of Period $8.34 $11.46 $12.20 (1) AUV at End of Period $11.32 $8.34 $11.46 Number of Accumulation Units Outstanding at End of Period 453,453 381,030 202,778 ING SALOMON BROTHERS INVESTORS AUV at Beginning of Period $7.87 $10.45 $11.45 (1) AUV at End of Period $10.10 $7.87 $10.45 Number of Accumulation Units Outstanding at End of Period 226,875 215,195 96,447 ING T. ROWE PRICE CAPITAL APPRECIATION AUV at Beginning of Period $24.75 $25.20 $25.11 (1) AUV at End of Period $30.30 $24.75 $25.20 Number of Accumulation Units Outstanding at End of Period 322,552 217,796 93,509 ING T. ROWE PRICE EQUITY INCOME AUV at Beginning of Period $18.11 $21.34 $21.78 (1) AUV at End of Period $22.16 $18.11 $21.34 Number of Accumulation Units Outstanding at End of Period 199,468 94,236 36,453 ING UBS U.S. BALANCED AUV at Beginning of Period $7.12 (8) AUV at End of Period $8.22 Number of Accumulation Units Outstanding at End of Period 84,959 Access - 133972 A73 2003 2002 2001 ------------------------------------- ING VAN KAMPEN EQUITY GROWTH AUV at Beginning of Period $7.78 $10.00 (4) AUV at End of Period $9.40 $7.78 Number of Accumulation Units Outstanding at End of Period 38,293 852 ING VAN KAMPEN GLOBAL FRANCHISE AUV at Beginning of Period $8.80 $10.00 (4) AUV at End of Period $10.85 $8.80 Number of Accumulation Units Outstanding at End of Period 104,916 34,646 ING VAN KAMPEN GROWTH & INCOME AUV at Beginning of Period $16.77 $20.13 $21.43 (1) AUV at End of Period $20.97 $16.77 $20.13 Number of Accumulation Units Outstanding at End of Period 120,772 69,528 27,685 ING VAN KAMPEN REAL ESTATE AUV at Beginning of Period $24.84 $25.36 $23.72 (1) AUV at End of Period $33.44 $24.84 $25.36 Number of Accumulation Units Outstanding at End of Period 88,514 48,341 16,849 ING VP BOND PORTFOLIO AUV at Beginning of Period $10.58 $10.00 (4) AUV at End of Period $10.97 $10.58 Number of Accumulation Units Outstanding at End of Period 49,929 93,174 ING VP GROWTH OPPORTUNITIES AUV at Beginning of Period $5.19 $7.75 $10.11 (1) AUV at End of Period $6.71 $5.19 $7.75 Number of Accumulation Units Outstanding at End of Period 100,540 49,553 5,215 ING VP INDEX PLUS LARGE CAP AUV at Beginning of Period $10.00 (5) AUV at End of Period $8.79 Number of Accumulation Units Outstanding at End of Period 129,806 ING VP MAGNACAP AUV at Beginning of Period $7.00 $9.30 $10.11 (1) AUV at End of Period $8.94 $7.00 $9.30 Number of Accumulation Units Outstanding at End of Period 14,130 27,970 11,700 ING VP SMALLCAP OPPORTUNITIES AUV at Beginning of Period $4.55 $8.28 $10.01 (1) AUV at End of Period $6.16 $4.55 $8.28 Number of Accumulation Units Outstanding at End of Period 198,039 177,135 29,300 ING VP WORLDWIDE GROWTH AUV at Beginning of Period $5.09 $6.92 $8.32 (1) AUV at End of Period $6.42 $5.09 $6.92 Number of Accumulation Units Outstanding at End of Period 101,857 78,478 27,011 INVESCO VIF HEALTH SCIENCES AUV at Beginning of Period $7.56 $10.23 $10.00 (2) AUV at End of Period $9.44 $7.56 $10.23 Number of Accumulation Units Outstanding at End of Period 113,659 45,837 5,379 INVESCO VIF LEISURE FUND AUV at Beginning of Period $8.39 $10.00 (4) AUV at End of Period $10.55 $8.39 Number of Accumulation Units Outstanding at End of Period 18,403 7,579 Access - 133972 A74 2003 2002 2001 ------------------------------------- INVESCO VIF FINANCIAL SERVICES AUV at Beginning of Period $7.76 $9.33 $10.00 (2) AUV at End of Period $9.83 $7.76 $9.33 Number of Accumulation Units Outstanding at End of Period 45,305 32,860 107 INVESCO VIF UTILITIES AUV at Beginning of Period $6.29 $8.08 $10.00 (2) AUV at End of Period $7.22 $6.29 $8.08 Number of Accumulation Units Outstanding at End of Period 54,391 2,946 -- JENNISON PORTFOLIO AUV at Beginning of Period $4.18 $6.21 $7.17 (1) AUV at End of Period $5.29 $4.18 $6.21 Number of Accumulation Units Outstanding at End of Period 133,897 158,536 88,316 PIMCO HIGH YIELD PORTFOLIO AUV at Beginning of Period $9.45 $9.79 $9.74 (1) AUV at End of Period $11.35 $9.45 $9.79 Number of Accumulation Units Outstanding at End of Period 423,315 218,538 92,431 PIMCO STOCKSPLUS GROWTH & INCOME AUV at Beginning of Period $7.73 $9.91 $10.90 (1) AUV at End of Period $9.85 $7.73 $9.91 Number of Accumulation Units Outstanding at End of Period 117,178 103,647 74,639 PIONEER FUND VCT AUV at Beginning of Period $7.38 $9.35 $10.00 (2) AUV at End of Period $8.90 $7.38 $9.35 Number of Accumulation Units Outstanding at End of Period 38,234 21,067 -- PIONEER MID CAP VALUE AUV at Beginning of Period $9.27 $10.70 $10.00 (2) AUV at End of Period $12.42 $9.27 $10.70 Number of Accumulation Units Outstanding at End of Period 193,871 74,644 598 PROFUND VP BULL AUV at Beginning of Period $6.57 $8.84 $10.00 (1) AUV at End of Period $8.07 $6.57 $8.84 Number of Accumulation Units Outstanding at End of Period 55,447 19,327 4,584 PROFUND VP EUROPE 30 AUV at Beginning of Period $5.96 $8.22 $10.05 (1) AUV at End of Period $8.09 $5.96 $8.22 Number of Accumulation Units Outstanding at End of Period 51,496 30,092 15,212 PROFUND VP RISING RATES OPPORTUNITY AUV at Beginning of Period $10.00 (7) AUV at End of Period $9.34 Number of Accumulation Units Outstanding at End of Period 2,400 PROFUND VP SMALL CAP AUV at Beginning of Period $7.11 $9.38 $10.00 (1) AUV at End of Period $9.92 $7.11 $9.38 Number of Accumulation Units Outstanding at End of Period 143,775 83,442 3,530 SP JENNISON INTERNATIONAL GROWTH AUV at Beginning of Period $4.04 $5.35 $7.28 (1) AUV at End of Period $5.49 $4.04 $5.35 Number of Accumulation Units Outstanding at End of Period 134,829 39,549 24,815 Access - 133972 A75 FOOTNOTES (1) Fund First Available during May 2001 (2) Fund First Available during November 2001 (3) Fund First Available during December 2001 (4) Fund First Available during May 2002 (5) Fund First Available during August 2003 (6) Fund First Available during September 2003 (7) Fund First Available during October 2003 (8) Fund First Available during November 2003 Access - 133972 A76 - -------------------------------------------------------------------------------- APPENDIX B - -------------------------------------------------------------------------------- The Investment Portfolios During the accumulation phase, you may allocate your premium payments and contract value to any of the investment portfolios available under this Contract. They are listed in this appendix. You bear the entire investment risk for amounts you allocate to any investment portfolio, and you may lose your principal. The investment results of the mutual funds (funds) are likely to differ significantly and there is no assurance that any of the funds will achieve their respective investment objectives. You should consider the investment objectives, risks and charges and expenses of the funds carefully before investing. Please refer to the fund prospectuses for this and additional information. Shares of the funds will rise and fall in value and you could lose money by investing in the funds. Shares of the funds are not bank deposits and are not guaranteed, endorsed or insured by any financial institution, the Federal Deposit Insurance Corporation or any other government agency. Except as noted, all funds are diversified, as defined under the Investment Company Act of 1940. Fund prospectuses may be obtained free of charge, from our Customer Service Center at the address and telephone number listed in the prospectus, by accessing the SEC's web site or by contacting the SEC Public Reference Room. Certain funds offered under the contracts have investment objectives and policies similar to other funds managed by the fund's investment adviser. The investment results of a fund may be higher or lower than those of other funds managed by the same adviser. There is no assurance and no representation is made that the investment results of any fund will be comparable to those of another fund managed by the same investment adviser. Certain funds are designated as "Master-Feeder" or "LifeStyle Funds". Funds offered in a Master-Feeder structure (such as the American Funds) or fund of funds structure (such as the LifeStyle Funds) may have higher fees and expenses than a fund that invests directly in debt and equity securities.
List of Fund Name Changes - ------------------------------------------------------------------------------------------ Former Fund Name Current Fund Name ING Goldman Sachs Internet Tollkeeper Portfolio ING Goldman Sachs Tollkeeper Portfolio ING Mercury Fundamental Growth Portfolio ING Mercury LargeCap Growth Portfolio ING MFS Research Portfolio ING Oppenheimer Main Street Portfolio ING VP Bond Portfolio ING VP Intermediate Bond Portfolio INVESCO VIF - Leisure Fund (Series I) AIM V.I. Leisure Fund (Series I) INVESCO VIF - Utilities Fund (Series I) AIM V.I. Utilities Fund (Series I)
Fund Name and Investment Adviser/Subadviser Investment Objective - ------------------------------------------------------------------------------------------------------------------------------- ING Investors Trust 7337 E. Doubletree Ranch Road, Scottsdale, AZ 85258 - ------------------------------------------------------------------------------------------------------------------------------- ING AIM Mid Cap Growth Portfolio (Class S) Seeks capital appreciation. The Portfolio seeks to meet its objective by investing, normally, at least 80% of its Investment Adviser: Directed Services, Inc. assets in equity securities of mid-capitalization companies. Investment Subadviser: A I M Capital Management, Inc.
Access - 133972 B1
- ------------------------------------------------------------------------------------------------------------------------------- ING Alliance Mid Cap Growth Portfolio Seeks long-term total return. The Portfolio invests (Class S) primarily in common stocks of middle capitalization companies. The Portfolio normally invests substantially all Investment Adviser: Directed Services, Inc. of its assets in high-quality common stocks that Alliance Investment Subadviser: Alliance Capital Management, L.P. expects to increase in value. - ------------------------------------------------------------------------------------------------------------------------------- ING American Funds Growth Portfolio Seeks to make your investment grow. The Portfolio operates as a "feeder fund" which invests all of its Investment Adviser: ING Investments, LLC assets in the "master fund" which is Class 2 shares of the Investment Subadviser: Capital Research and Management Growth Fund, a series of American Funds Insurance Series(R), Company a registered open-end investment company. The master fund invests primarily in common stocks of companies that appear to offer superior opportunities for growth of capital. The Growth Fund is designed for investors seeking long-term capital appreciation through stocks. - ------------------------------------------------------------------------------------------------------------------------------- ING American Funds Growth-Income Portfolio Seeks to make your investment grow and provide you with income over time. The Portfolio operates as a "feeder Investment Adviser: ING Investments, LLC fund" which invests all of its assets in the "master fund" Investment Subadviser: Capital Research and Management which is Class 2 shares of the Growth-Income Fund, a Company series of American Funds Insurance Series(R), a registered open-end investment company. The master fund invests primarily in common stocks or other securities which demonstrate the potential for appreciation and/or dividends. The Growth-Income Fund is designed for investors seeking both capital appreciation and income. - ------------------------------------------------------------------------------------------------------------------------------- ING American Funds International Portfolio Seeks to make your investment grow over time. The Portfolio operates as a "feeder fund" which invests all of Investment Adviser: ING Investments, LLC its assets in the "master fund" which is Class 2 shares of Investment Subadviser: Capital Research and Management the International Fund, a series of American Funds Company Insurance Series(R), a registered open-end investment company. The master fund invests primarily in common stocks of companies located outside the United States. The International Fund is designed for investors seeking capital appreciation through stocks. - ------------------------------------------------------------------------------------------------------------------------------- ING Capital Guardian Large Cap Value Portfolio Seeks long-term growth of capital and income. The Portfolio (Class S) Manager seeks to achieve the Portfolio's investment objective by investing, under normal market conditions, at Investment Adviser: Directed Services, Inc. least 80% of its assets in equity and equity-related Investment Subadviser: Capital Guardian Trust Company securities of companies with market capitalizations greater than $1 billion at the time of investment. - ------------------------------------------------------------------------------------------------------------------------------- ING Capital Guardian Managed Global Portfolio Seeks capital appreciation. Current income is only an (Class S) incidental consideration. This portfolio is not diversified. The Portfolio invests primarily in common Investment Adviser: Directed Services, Inc. stocks traded in securities markets throughout the world. Investment Subadviser: Capital Guardian Trust Company The Portfolio may invest up to 100% of its total assets in securities traded in securities markets outside the United States. The Portfolio generally invests at least 65% of its total assets in at least three different countries, one of which may be the United States. - -------------------------------------------------------------------------------------------------------------------------------
Access - 133972 B2
Fund Name and Investment Adviser/Subadviser Investment Objective - ------------------------------------------------------------------------------------------------------------------------------- ING Capital Guardian Small Cap Portfolio Seeks long-term capital appreciation. The Portfolio invests (Class S) at least 80% of its assets in equity securities of small capitalization ("small-cap") companies. Investment Adviser: Directed Services, Inc. Investment Subadviser: Capital Guardian Trust Company - ------------------------------------------------------------------------------------------------------------------------------- ING Developing World Portfolio (Class S) Seeks capital appreciation. The Portfolio normally invests at least 80% of its assets in securities of issuers located Investment Adviser: Directed Services, Inc. in at least three countries with emerging securities Investment Subadviser: ING Investment Management Advisors markets. The Portfolio may invest up to 20% of its assets B.V. in securities of U.S. and other developed market issuers, including investment-grade debt securities of U.S. issuers. - ------------------------------------------------------------------------------------------------------------------------------- ING Eagle Asset Capital Appreciation Portfolio (Class S) Seeks capital appreciation. Dividend income is a secondary (formerly ING Eagle Asset Value Equity Portfolio) objective. The Portfolio normally invests at least 80% of its assets in equity securities of domestic and foreign Investment Adviser: Directed Services, Inc. issuers that meet quantitative standards relating to Investment Subadviser: Eagle Asset Management, Inc. financial soundness and high intrinsic value relative to price. - ------------------------------------------------------------------------------------------------------------------------------- ING Evergreen Health Sciences Portfolio A nondiversified Portfolio that seeks long-term capital (Class S) growth. The Portfolio normally invests at least 80% of its assets in the equity securities of healthcare companies. Investment Adviser: Directed Services, Inc. The Portfolio may invest in securities of relatively Investment Subadviser: Evergreen Investment Management Co., well-known and large companies as well as small- and Inc. medium- sized companies. - ------------------------------------------------------------------------------------------------------------------------------- ING Evergreen Omega Portfolio (Class S) Seeks long-term capital growth. The Portfolio invests primarily in common stocks and securities convertible into Investment Adviser: Directed Services, Inc. common stocks of U.S. companies across all market Investment Subadviser: Evergreen Investment Management Co., capitalizations. The Portfolio may temporarily invest up Inc. to 100% of its assets in high quality money market instruments in order to protect the value of the portfolio in response to adverse economic, political or market conditions. - ------------------------------------------------------------------------------------------------------------------------------- ING FMR(SM) Diversified Mid Cap Portfolio Seeks long-term growth of capital. The Portfolio Manager (Class S) normally invests the Portfolio's assets primarily in common stocks. The Portfolio Manager normally invests at least 80% Investment Adviser: Directed Services, Inc. of the Portfolio's assets in securities of companies with Investment Subadviser: Fidelity Management & Research Co. medium market capitalizations. - ------------------------------------------------------------------------------------------------------------------------------- ING Goldman Sachs Tollkeeper(SM) Portfolio* (Class S) Seeks long-term growth of capital. The Portfolio invests, (formerly ING Goldman Sachs Internet under normal circumstances, at least 80% of its net assets Tollkeeper Portfolio) plus any borrowings for investment purposes (measured at time of investment) in equity investments in "Tollkeeper" * Goldman Sachs Tollkeeper(SM) is a service mark of Goldman companies, which are high-quality technology, media, or Sachs & Co. (formerly ING Goldman Sachs Internet service companies that adopt or use technology to improve Tollkeeper Portfolio) cost structure, revenue opportunities or competitive Investment Adviser: Directed Services, Inc. advantage. The Portfolio seeks to achieve its investment Investment Subadviser: Goldman Sachs Asset Management, L.P. objective by investing in equity investments of companies that the Portfolio Manager believes are well-positioned to benefit from the proliferation of technology. - ------------------------------------------------------------------------------------------------------------------------------- ING Hard Assets Portfolio (Class S) A nondiversified Portfolio that seeks long-term capital appreciation. The Portfolio normally invests at least 80% Investment Adviser: Directed Services, Inc. of its assets in the equities of producers of commodities. Investment Subadviser: Baring International Investment Limited - -------------------------------------------------------------------------------------------------------------------------------
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Fund Name and Investment Adviser/Subadviser Investment Objective - ------------------------------------------------------------------------------------------------------------------------------- ING International Portfolio (Class S) Seeks long-term growth of capital. Under normal conditions, the Portfolio invests at least 80% of its net assets and Investment Adviser: Directed Services, Inc. borrowings for investment purposes in equity securities of Investment Subadviser: ING Investment Management Co. issuers located in countries outside of the United States. - ------------------------------------------------------------------------------------------------------------------------------- ING Janus Special Equity Portfolio (Class S) A nondiversified Portfolio that seeks capital appreciation. The Portfolio invests, under normal circumstances, at least Investment Adviser: Directed Services, Inc. 80% of its net assets (plus borrowings for investment Investment Subadviser: Janus Capital Management, LLC purposes) in equity securities with the potential for long-term growth of capital. - ------------------------------------------------------------------------------------------------------------------------------- ING Jennison Equity Opportunities Portfolio Seeks long-term capital growth. The Portfolio normally (Class S) invests at least 80% of its net assets (plus any borrowings for investment purposes) in attractively valued equity Investment Adviser: Directed Services, Inc. securities of companies with current or emerging earnings Investment Subadviser: Jennison Associates, LLC growth the Portfolio Manager believes to be not fully appreciated or recognized by the market. - ------------------------------------------------------------------------------------------------------------------------------- ING JPMorgan Small Cap Equity Portfolio A nondiversified Portfolio that seeks capital growth over (Class S) the long term. Under normal market conditions, the (formerly ING JP Morgan Fleming Small Cap Equity Portfolio) Portfolio invests at least 80% of its total assets in equity securities of small-cap companies. Investment Adviser: Directed Services, Inc. Investment Subadviser: J.P. Morgan Investment Management Inc. - ------------------------------------------------------------------------------------------------------------------------------- ING Julius Baer Foreign Portfolio (Class S) Seeks long-term growth of capital. The Portfolio, under normal circumstances, invests in a wide variety of Investment Adviser: Directed Services, Inc. international equity securities issued through the world, Investment Subadviser: Julius Baer Investment Management LLC normally excluding the United States. The Portfolio normally invests at least 80% of its assets in equity securities tied economically to countries outside the United States. - ------------------------------------------------------------------------------------------------------------------------------- ING Legg Mason Value Portfolio (Class S) Seeks long-term growth of capital. The Portfolio normally (formerly ING Janus Growth and Income Portfolio) invests in equity securities that offer the potential for capital growth. The Portfolio may also invest in companies Investment Adviser: Directed Services, Inc. with market capitalizations greater than $5 billion, but Investment Subadviser: Legg Mason Funds Management, Inc. may invest in companies of any size. The Portfolio may also invest up to 25% of its total assets in long-term debt securities. - ------------------------------------------------------------------------------------------------------------------------------- ING LifeStyle Aggressive Growth Portfolio Seeks to provide growth of capital. The Portfolio invests in a combination of ING portfolios according to a fixed Investment Adviser: ING Investments, LLC formula that over time should reflect an allocation of approximately 100% in equity securities. Please see below for a list of portfolios that may be included in one or more of the ING LifeStyle Portfolios. - ------------------------------------------------------------------------------------------------------------------------------- ING LifeStyle Growth Portfolio Seeks to provide growth of capital and some current income. The Portfolio invests in a combination of ING Investment Adviser: ING Investments, LLC portfolios according to a fixed formula that over time should reflect an allocation of approximately 80% in equity securities and 20% in fixed income securities. Please see below for a list of portfolios that may be included in one or more of the ING LifeStyle Portfolios. - -------------------------------------------------------------------------------------------------------------------------------
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Fund Name and Investment Adviser/Subadviser Investment Objective - ------------------------------------------------------------------------------------------------------------------------------- ING LifeStyle Moderate Growth Portfolio Seeks to provide growth of capital and a low to moderate level of current income. The Portfolio invests in a Investment Adviser: ING Investments, LLC combination of ING portfolios according to a fixed formula that over time should reflect an allocation of approximately 65% in equity securities and 35% in fixed income securities. Please see below for a list of portfolios that may be included in one or more of the ING LifeStyle Portfolios. - ------------------------------------------------------------------------------------------------------------------------------- ING LifeStyle Moderate Portfolio Seeks to provide growth and capital and current income. The Portfolio invests in a combination of ING portfolios Investment Adviser: ING Investments, LLC according to a fixed formula that over time should reflect an allocation of approximately 50% in equity securities and 50% in fixed income securities. Please see below for a list of portfolios that may be included in one or more of the ING LifeStyle Portfolios. - ------------------------------------------------------------------------------------------------------------------------------- ING Liquid Assets Portfolio (Class S) Seeks high level of current income consistent with the preservation of capital and liquidity. The Portfolio Investment Adviser: Directed Services, Inc. Manager strives to maintain a stable $1 per share net asset Investment Subadviser: ING Investment Management Co. value and its investment strategy focuses on safety of principal, liquidity and yield, in order of importance, to achieve this goal. - ------------------------------------------------------------------------------------------------------------------------------- ING Marsico Growth Portfolio (Class S) Seeks capital appreciation. The Portfolio invests primarily in equity securities selected for their growth potential. Investment Adviser: Directed Services, Inc. The Portfolio may invest in companies of any size, from Investment Subadviser: Marsico Capital Management, LLC larger, well-established companies to smaller, emerging growth companies. - ------------------------------------------------------------------------------------------------------------------------------- ING Mercury Focus Value Portfolio (Class S) Seeks long-term growth of capital. The Portfolio invests primarily in a diversified portfolio consisting of equity Investment Adviser: Directed Services, Inc. securities that the Portfolio Manager believes are Investment Subadviser: Mercury Advisors undervalued relative to its assessment of the current or prospective condition of the issuer. - ------------------------------------------------------------------------------------------------------------------------------- ING Mercury LargeCap Growth Portfolio Seeks long-term growth of capital. The Portfolio invests at (Class S)(formerly ING Mercury Fundalmental Growth Portfolio) least 80% of its assets in equity securities of large capitalization companies. The Portfolio will provide Investment Adviser: Directed Services, Inc. shareholders with at least 60 days' prior notice of any Investment Subadviser: Mercury Advisors changes in this investment strategy. The Portfolio will invest primarily in equity securities of companies located in the United States that the Portfolio Manager believes have good prospects for earnings growth. - ------------------------------------------------------------------------------------------------------------------------------- ING MFS Mid Cap Growth Portfolio (Class S) A nondiversified Portfolio that seeks long-term growth of capital. The Portfolio normally invests at least 80% of its Investment Adviser: Directed Services, Inc. net assets in common stocks and related securities (such as Investment Subadviser: Massachusetts Financial Services preferred stocks, convertible securities and depositary Company receipts) of companies with medium market capitalizations (or "mid-cap companies") which the Portfolio Manager believes have above-average growth potential. - ------------------------------------------------------------------------------------------------------------------------------- ING MFS Total Return Portfolio (Class S) Seeks above-average income (compared to a portfolio entirely invested in equity securities) consistent with the Investment Adviser: Directed Services, Inc. prudent employment of capital. Secondarily seeks reasonable Investment Subadviser: Massachusetts Financial Services opportunity for growth of capital and income. The Portfolio Company invests in a combination of equity and fixed income securities. - -------------------------------------------------------------------------------------------------------------------------------
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Fund Name and Investment Adviser/Subadviser Investment Objective - ------------------------------------------------------------------------------------------------------------------------------- ING Oppenheimer Main Street Portfolio (Class S) Seeks long-term growth of capital and future income. The (formerly ING MFS Research Portfolio) Portfolio currently invests mainly in common stocks of U.S. companies of different capitalization ranges, presently Investment Adviser: Directed Services, Inc. focusing on large-capitalization issuers. It also can buy Investment Subadviser: OppenheimerFunds, Inc. debt securities, such as bonds and debentures, but does not currently emphasize these investments. - ------------------------------------------------------------------------------------------------------------------------------- ING PIMCO Core Bond Portfolio (Class S) Seeks maximum total return, consistent with preservation of capital and prudent investment management. The Portfolio is Investment Adviser: Directed Services, Inc. diversified and seeks to achieve its investment objective Investment Subadviser: Pacific Investment Management by investing under normal circumstances at least 80% of its Company LLC net assets (plus borrowings for investment purposes) in a diversified portfolio of fixed income instruments of varying maturities. - ------------------------------------------------------------------------------------------------------------------------------- ING PIMCO High Yield Portfolio (Class S) Seeks maximum total return, consistent with preservation of (formerly PIMCO High Yield Portfolio) capital and prudent investment management. The Portfolio normally invests at least 80% of its assets in a Investment Adviser: Directed Services, Inc. diversified portfolio of high yield securities ("junk Investment Subadviser: Pacific Investment Management bonds") rated below investment grade but rated at least B-. Company LLC - ------------------------------------------------------------------------------------------------------------------------------- ING Salomon Brothers All Cap Portfolio A nondiversified Portfolio that seeks capital appreciation (Class S) through investment in securities which the Subadviser believes have above-average capital appreciation potential. Investment Adviser: Directed Services, Inc. The Portfolio invests primarily in common stocks and common Investment Subadviser: Salomon Brothers Asset Management, stock equivalents, such as preferred stocks and securities Inc. convertible into common stocks, of companies the Portfolio Manager believes are undervalued in the marketplace. - ------------------------------------------------------------------------------------------------------------------------------- ING Salomon Brothers Investors Portfolio Seeks long-term growth of capital. Secondarily seeks (Class S) current income. The Portfolio invests primarily in equity securities of U.S. companies. The Portfolio may also invest Investment Adviser: Directed Services, Inc. in other equity securities. To a lesser degree, the Investment Subadviser: Salomon Brothers Asset Management, Portfolio invests in income producing securities such as Inc. debt securities. - ------------------------------------------------------------------------------------------------------------------------------- ING T. Rowe Price Capital Appreciation Portfolio Seeks, over the long-term, a high total investment return, (Class S) consistent with the preservation of capital and prudent investment risk. The Portfolio pursues an active asset Investment Adviser: Directed Services, Inc. allocation strategy whereby investments are allocated among Investment Subadviser: T. Rowe Price Associates, Inc. three asset classes - equity securities, debt securities and money market instruments. - ------------------------------------------------------------------------------------------------------------------------------- ING T. Rowe Price Equity Income Portfolio Seeks substantial dividend income as well as long-term (Class S) growth of capital. The Portfolio normally invests at least 80% of its assets in common stocks, with 65% in the common Investment Adviser: Directed Services, Inc. stocks of well-established companies paying above-average Investment Subadviser: T. Rowe Price Associates, Inc. dividends. The Portfolio may also invest in convertible securities, warrants and preferred stocks, foreign securities, debt securities including high-yield debt securities and future and options. - ------------------------------------------------------------------------------------------------------------------------------- ING UBS U.S. Balanced Portfolio (Class S) Seeks to maximize total return over the long term by allocating its assets among stocks, bonds, short-term Investment Adviser: Directed Services, Inc. instruments and other investments. The Portfolio Manager Investment Subadviser: UBS Global Asset Management allocates the Portfolio's assets among the following (Americas) Inc. classes, or types, of investments: stocks, bonds, and short-term money market debt obligations. - -------------------------------------------------------------------------------------------------------------------------------
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Fund Name and Investment Adviser/Subadviser Investment Objective - ------------------------------------------------------------------------------------------------------------------------------- ING Van Kampen Equity Growth Portfolio Seeks long-term capital appreciation. The Portfolio Manager (Class S) seeks to maximize long-term capital appreciation by investing primarily in growth-oriented equity securities of Investment Adviser: Directed Services, Inc. large-capitalization U.S. and, to a limited extent, foreign Investment Subadviser: Van Kampen companies that are listed on U.S. exchanges or traded in U.S. markets. - ------------------------------------------------------------------------------------------------------------------------------- ING Van Kampen Global Franchise Portfolio A nondiversified Portfolio that seeks long-term capital (Class S) appreciation. The Portfolio Manager invests primarily in equity securities of issuers located throughout the world Investment Adviser: Directed Services, Inc. that it believes have, among other things, resilient Investment Subadviser: Van Kampen business franchises and growth potential. The Portfolio may invest of in the securities of companies of any size. - ------------------------------------------------------------------------------------------------------------------------------- ING Van Kampen Growth and Income Portfolio Seeks long-term growth of capital and income. Under normal (Class S) market conditions, the Portfolio Manager seeks to achieve the Portfolio's investment objective by investing primarily Investment Adviser: Directed Services, Inc. in what it believes to be income-producing equity Investment Subadviser: Van Kampen securities, including common stocks and convertible securities; although investments are also made in non-convertible preferred stocks and debt securities rated "investment grade," which are securities rated within the four highest grades assigned by Standard & Poor's ("S&P") or by Moody's Investors Service, Inc. ("Moody's"). - ------------------------------------------------------------------------------------------------------------------------------- ING Van Kampen Real Estate Portfolio A nondiversified Portfolio that seeks capital appreciation. (Class S) Secondarily seeks current income. The Portfolio invests at least 80% of its assets in equity securities of companies Investment Adviser: Directed Services, Inc. in the U.S. real estate industry that are listed on Investment Subadviser: Van Kampen national exchanges or the National Association of Securities Dealers Automated Quotation System ("NASDAQ"). - ------------------------------------------------------------------------------------------------------------------------------- ING Partners, Inc. 151 Farmington Avenue, Hartford, CT 06156-8962 - ------------------------------------------------------------------------------------------------------------------------------- ING JPMorgan Fleming International Portfolio Seeks long-term growth of capital. Invests primarily (at (Service Class) least 65% of total assets) in the equity securities of foreign companies that the subadviser believes have high Investment Adviser: ING Life Insurance and Annuity Company growth potential. Will normally invest in securities of at Investment Subadviser: J.P. Morgan Fleming Asset Management least three different countries other than the U.S. and (London) Ltd. will invest in both developed and developing markets. - ------------------------------------------------------------------------------------------------------------------------------- ING Salomon Brothers Aggressive Growth Portfolio Seeks long-term growth of capital. Invests primarily (at (Service Class) least 80% of net assets under normal circumstances) in common stocks and related securities, such as preferred Investment Adviser: ING Life Insurance and Annuity Company stocks, convertible securities and depositary receipts, of Investment Subadviser: Salomon Brothers Asset Management emerging growth companies. Inc. - ------------------------------------------------------------------------------------------------------------------------------- ING Variable Insurance Trust 7337 E. Doubletree Ranch Road, Scottsdale, AZ 85258 - ------------------------------------------------------------------------------------------------------------------------------- ING VP Worldwide Growth Portfolio Seeks long-term capital appreciation. A nondiversified Portfolio that under normal conditions, invests at least Investment Adviser: ING Investments, LLC 65% of net assets in equity securities of issuers located Investment Subadviser: ING Investment Management Co. in at least three countries, one of which may be the U.S. Generally invests at least 75% of total assets in common and preferred stocks, warrants and convertible securities. - -------------------------------------------------------------------------------------------------------------------------------
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Fund Name and Investment Adviser/Subadviser Investment Objective - ------------------------------------------------------------------------------------------------------------------------------- ING Variable Portfolios, Inc. 7337 E. Doubletree Ranch Road, Scottsdale, AZ 85258 - ------------------------------------------------------------------------------------------------------------------------------- ING VP Index Plus LargeCap Portfolio Seeks to outperform the total return performance of the (Class S) Standard & Poor's 500 Composite Stock Price Index (S&P 500 Index), while maintaining a market level of risk. Invests Investment Adviser: ING Investments, LLC at least 80% of assets in stocks included in the S&P 500 Investment Subadviser: ING Investment Management Co. Index. The subadviser's objective is to overweight those stocks in the S&P 500 Index that it believes will outperform the index and underweight or avoid those stocks it believes will underperform the index. - ------------------------------------------------------------------------------------------------------------------------------- ING VP Index Plus MidCap Portfolio Seeks to outperform the total return performance of the (Class S) Standard & Poor's MidCap 400 Index (S&P MidCap 400 Index), while maintaining a market level of risk. Invests at least Investment Advisor: ING Investments, LLC Investment 80% of assets in stocks included in the S&P MidCap 400 Subadviser: ING Investment Management Co. Index. The subadviser's objective is to overweight those stocks in the S&P MidCap 400 Index that it believes will outperform the index and underweight or avoid those stocks that it believes will underperform the index. - ------------------------------------------------------------------------------------------------------------------------------- ING VP Index Plus SmallCap Portfolio Seeks to outperform the total return performance of the (Class S) Standard & Poor's SmallCap 600 Index (S&P 600 Index), while maintaining a market level of risk. Invests at least 80% Investment Advisor: ING Investments, LLC of assets in stocks included in the S&P 600 Index. The Investment Subadviser: ING Investment Management Co. subadviser's objective is to overweight those stocks in the S&P 600 Index that it believes will outperform the index and underweight or avoid those stocks that it believes will underperform the index. - ------------------------------------------------------------------------------------------------------------------------------- ING Variable Products Trust 7337 E. Doubletree Ranch Road, Scottsdale, AZ 85258 - ------------------------------------------------------------------------------------------------------------------------------- ING VP Financial Services Portfolio Seeks long-term capital appreciation. Invests, under (Class S) normal market conditions, at least 80% of assets in equity securities and equity equivalent securities of companies Investment Adviser: ING Investments, LLC principally engaged in the financial services industry. As Investment Subadviser: ING Investment Management Co. a general matter, the Portfolio expects these investments to be in common stocks of large-, mid- and small-sized companies. May invest remaining 20% of assets in equity or debt securities of financial services companies or companies that are not financial services companies, and in money market instruments. - ------------------------------------------------------------------------------------------------------------------------------- ING VP MagnaCap Portfolio (Class S) Seeks growth of capital, with dividend income as a secondary consideration. Normally invests at least 80% of Investment Adviser: ING Investments, LLC assets in common stocks of large companies, which are those Investment Subadviser: ING Investment Management Co. included in the 500 largest U.S. companies, as measured by total revenues, net assets, cash flow or earnings, or the 1,000 largest companies as measured by equity market capitalization. - ------------------------------------------------------------------------------------------------------------------------------- ING VP MidCap Opportunities Portfolio Seeks long-term capital appreciation. Normally invests at (Class S) least 80% of assets in the common stocks of mid-sized U.S. companies that the subadviser believes have above average Investment Adviser: ING Investments, LLC prospects for growth. For this Portfolio, mid-sized Investment Subadviser: ING Investment Management Co. companies are those with market capitalizations that fall within the range of companies in the Russell MidCap Growth Index. - -------------------------------------------------------------------------------------------------------------------------------
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Fund Name and Investment Adviser/Subadviser Investment Objective - ------------------------------------------------------------------------------------------------------------------------------- ING VP SmallCap Opportunities Portfolio Seeks long-term capital appreciation. Normally invests at (Class S) least 80% of assets in the common stock of smaller, lesser-known U.S. companies that are believed to have above Investment Adviser: ING Investments, LLC average prospects for growth. For this Portfolio, smaller Investment Subadviser: ING Investment Management Co. companies are those with market capitalizations that fall within the range of companies in the Russell 2000 Index. - ------------------------------------------------------------------------------------------------------------------------------- ING VP Intermediate Bond Portfolio - ------------------------------------------------------------------------------------------------------------------------------- ING VP Intermediate Bond Portfolio (Class S) Seeks to maximize total return as is consistent with (formerly ING VP Bond Portfolio) reasonable risk, through investment in a diversified portfolio consisting of investment-grade corporate bonds, Investment Adviser: ING Investments, LLC and debt securities issued or guaranteed by the U.S. Investment Subadviser: ING Investment Management Co. Government, its agencies or instrumentalities. Under normal market conditions, invests at least 80% of assets in high-grade corporate bonds, mortgage-related and other asset-backed securities, and securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities. The Portfolio may also invest up to 15% of total assets in high-yield instruments and up to 25% of total assets in foreign debt securities. - ------------------------------------------------------------------------------------------------------------------------------- AIM Variable Insurance Funds 11 Greenway Plaza, Suite 100, Houston, TX 77046-1173 - ------------------------------------------------------------------------------------------------------------------------------- AIM V.I. Dent Demographic Trends Fund Seeks long-term growth of capital. Seeks to meet its (Series II) objective by investing in securities of companies that are likely to benefit from changing demographic, economic and Investment Adviser: A I M Advisors, Inc. lifestyle trends. These securities may include common Investment Subadviser: H.S. Dent Advisors, Inc. stocks, convertible bonds, convertible preferred stocks and warrants of companies within a broad range of market capitalizations. - ------------------------------------------------------------------------------------------------------------------------------- AIM V.I. Leisure Fund (Series I) Seeks capital growth. The Fund normally invests at least (formerly INVESCO VIF - Leisure Fund) 80% of its net assets in the equity securities and equity-related instruments of companies engaged in the Investment Adviser: A I M Advisors, Inc. design, production, and distribution of products related to leisure activities. These industries include, but are not limited to, hotels/gaming, publishing, advertising, beverages, audio/video, broadcasting-radio/TV, cable & satellite operators, cable & satellite programmers, motion pictures & TV, recreation services/entertainment, retail, and toys. At any given time, 20% of the Fund's assets are not required to be invested in the sector. - ------------------------------------------------------------------------------------------------------------------------------- AIM V.I. Utilities Fund (Series I) Seeks capital growth. It also seeks current income. The (formerly INVESCO VIF - Utilities Fund) Fund normally invests at least 80% of its net assets in the equity securities and equity-related instruments of Investment Adviser: A I M Advisors, Inc. companies engaged in utilities-related industries. These include, but are not limited to, companies that produce, generate, transmit, or distribute natural gas or electricity, as well as in companies that provide telecommunications services, including local, long distance and wireless. A portion of the Fund's assets is not required to be invested in the sector. - -------------------------------------------------------------------------------------------------------------------------------
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Fund Name and Investment Adviser/Subadviser Investment Objective - ------------------------------------------------------------------------------------------------------------------------------- Fidelity(R) Variable Insurance Products 82 Devonshire Street, Boston, MA 02109 - ------------------------------------------------------------------------------------------------------------------------------- Fidelity(R) VIP Equity-Income Portfolio Seeks reasonable income. Also considers the potential for (Service Class 2) capital appreciation. Seeks to achieve a yield which exceeds the composite yield on the securities comprising Investment Adviser: Fidelity Management & Research Co. the Standard & Poor's 500(SM) Index. Normally invests at Investment Subadviser: FMR Co., Inc. least 80% of total assets in income-producing equity securities (which tends to lead to investments in large cap "value" stocks). - ------------------------------------------------------------------------------------------------------------------------------- Fidelity(R) VIP Growth Portfolio (Service Class 2) Seeks to achieve capital appreciation. Normally invests primarily in common stocks of companies, investing in both Investment Adviser: Fidelity Management & Research Co. domestic and foreign issuers. Invests in either "growth" Investment Subadviser: FMR Co., Inc. stocks or "value" stocks or both. - ------------------------------------------------------------------------------------------------------------------------------- Liberty Variable Insurance Trust 600 Atlantic Avenue, Boston, MA 02210 - ------------------------------------------------------------------------------------------------------------------------------- Colonial Small Cap Value Fund Seeks long-term growth by investing primarily in small Investment Adviser: Columbia Management Advisors, Inc. capitalization equities. - ------------------------------------------------------------------------------------------------------------------------------- Pioneer Variable Contracts Trust 60 State Street, Boston, MA 02109 - ------------------------------------------------------------------------------------------------------------------------------- Pioneer Fund VCT Portfolio (Class II) Seeks reasonable income and capital growth. Invests in a broad list of carefully selected, reasonably priced Investment Adviser: Pioneer Investment Management, Inc. securities rather than in securities whose prices reflect a premium resulting from their current market popularity. Invests the major portion of its assets in equity securities, primarily of U.S. issuers. - ------------------------------------------------------------------------------------------------------------------------------- Pioneer Mid Cap Value VCT Portfolio (Class II) Seeks capital appreciation by investing in a diversified portfolio of securities consisting primarily of common Investment Adviser: Pioneer Investment Management, Inc. stocks. Normally, invests at least 80% of total assets in equity securities of mid-size companies, that is, companies with market values within the range of market values of companies included in the Russell Midcap(R) Value Index. - ----------------------------------------------------------------- ------------------------------------------------------------- Pro Funds VP 3435 Stelzer Road, Suite 1000, P.O. Box 182100, Columbus, OH 43218-2000 - ----------------------------------------------------------------- ------------------------------------------------------------- ProFund VP Bull Seeks daily investment results, before fees and expenses, that correspond to the daily performance of the S&P 500 Investment Adviser: ProFund Advisors LLC Index. - ----------------------------------------------------------------- ------------------------------------------------------------- ProFund VP Europe 30 Seeks daily investment results, before fees and expenses, that correspond to the daily performance of the ProFunds Investment Adviser: ProFund Advisors LLC Europe 30 Index. - ----------------------------------------------------------------- ------------------------------------------------------------- ProFund VP Rising Rates Opportunity Seeks daily investment results, before fees and expenses, that correspond to one and one-quarter times (125%) the Investment Adviser: ProFund Advisors LLC inverse (opposite) of the daily price movement of the most recently issued 30-year U.S. Treasury Bond ("Long Bond"). - ----------------------------------------------------------------- -------------------------------------------------------------
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Fund Name and Investment Adviser/Subadviser Investment Objective - ------------------------------------------------------------------------------------------------------------------------------- ProFund VP Small-Cap Seeks daily investment results, before fees and expenses, that correspond to the daily performance of the Russell Investment Adviser: ProFund Advisors LLC 2000 Index. - ----------------------------------------------------------------- ------------------------------------------------------------- Prudential Series Fund, Inc. 751 Broad Street, Newark, NJ 07102 - ----------------------------------------------------------------- ------------------------------------------------------------- Jennison Portfolio (Class II) Seeks to achieve long-term growth of capital. Invests primarily in equity securities of major, established Investment Adviser: Prudential Investments LLC corporations that the investment adviser believes offer Investment Subadviser: Jennison Associates LLC above-average growth prospects. May invest up to 30% of total assets in foreign securities. Normally invests 65% of total assets in common stocks and preferred stocks of companies with capitalization in excess of $1 billion. - ----------------------------------------------------------------- ------------------------------------------------------------- SP William Blair International Growth Portfolio (Class II) Seeks long-term growth of capital. Invests in (formerly SP Jennison International Growth Portfolio) equity-related securities of foreign issuers that the subadviser thinks will increase in value over a period of Investment Adviser: Prudential Investments LLC years. Invests primarily in the common stock of large and Investment Subadviser: William Blair & Company LLC medium-sized foreign companies. Under normal circumstances, invests at least 65% of total assets in common stock of foreign companies operating or based in at least five different countries. - ----------------------------------------------------------------- -------------------------------------------------------------
The following portfolios are within the current group of ING Portfolios included in one or more of the LifeStyle Portfolios: ING Alliance Mid Cap Growth Portfolio ING Salomon Brothers All Cap Portfolio ING JP Morgan Fleming International Portfolio ING Salomon Brothers Investors Portfolio ING Julius Baer Foreign Portfolio ING Van Kampen Comstock Portfolio ING Legg Mason Value Portfolio ING VP Growth Portfolio ING Liquid Asset Portfolio ING VP Index Plus MidCap Portfolio ING Mercury Focus Value Portfolio ING VP Index Plus SmallCap Portfolio ING PIMCO Core Bond Portfolio ING VP Intermediate Bond Portfolio ING VP Small Company Portfolio ING PIMCO High Yield Portfolio ING Salomon Brothers Aggressive Growth
The following portfolios are those within the group of ING Portfolios that may be included in one or more of the ING LifeStyle Portfolios: ING AIM Mid Cap Growth Portfolio ING JP Morgan MidCap Value Portfolio ING Alliance Mid Cap Growth Portfolio ING Julius Baer Foreign Portfolio ING American Century Select Portfolio ING Legg Mason Value Portfolio ING American Century SmallCap Value Portfoli ING Liquid Asset Portfolio ING Baron SmallCap Growth Portfolio ING Marsico Growth Portfolio ING Capital Guardian Large Cap Value Portfolio ING Mercury Focus Value Portfolio ING Capital Guardian Managed Global Portfoliio ING MFS Capital Opportunities Portfolio ING Capital Guardian Small Cap Portfolio ING MFS Mid Cap Growth Portfolio ING Eagle Asset Capital Appreciation Portfolio ING MFS Total Return Portfolio ING Evergreen Omega Portfolio ING Oppenheimer Main Street Portfolio ING FMR Diversified Mid Cap Portfolio ING OpCap Balanced Value Portfolio ING International Portfolio ING PIMCO Core Bond Portfolio ING Janus Special Equity Portfolio ING PIMCO High Yield Portfolio ING Jennison Equity Opportunities Portfolio ING Salomon Brothers Aggressive Growth Portfolio ING JPMorgan Fleming International Portfolio ING Salomon Brothers All Cap Portfolio ING JPMorgan Small Cap Equity Portfolio ING Salomon Brothers Investors Portfolio
Access - 133972 B11 ING T. Rowe Price Capital Appreciation Portfolio ING VP Growth & Income Portfolio ING T. Rowe Price Diversified MidCap Portfolio ING VP Growth Portfolio ING T. Rowe Price Equity Income Portfolio ING VP Index Plus LargeCap Portfolio ING T. Rowe Price Growth Equity Portfolio ING VP Index Plus MidCap Portfolio ING UBS U.S. Balanced Portfolio ING VP Index Plus SmallCap Portfolio ING UBS U.S. Large Cap Equity Portfolio ING VP MidCap Opportunities Portfolio ING Van Kampen Comstock Portfolio ING VP Small Company Portfolio ING Van Kampen Equity Growth Portfolio ING VP SmallCap Opportunities Portfolio ING Van Kampen Global Franchise Portfolio ING VP Value Opportunity Portfolio ING Van Kampen Growth and Income Portfolio ING VP Worldwide Growth Portfolio ING VP Balanced Portfolio ING VP Intermediate Bond Portfolio
The prospectus for the ING LifeStyle Portfolio contains information about the underlying portfolios included in the ING LifeStyle Portfolio. Access - 133972 B12 - -------------------------------------------------------------------------------- APPENDIX C - -------------------------------------------------------------------------------- Fixed Account I Fixed Account I ("Fixed Account") is an optional fixed interest allocation offered during the accumulation phase of your variable annuity contract between you and ING USA Annuity and Life Insurance Company ("ING USA," the "Company," "we" or "our"). The Fixed Account, which is a segregated asset account of ING USA, provides a means for you to invest on a tax-deferred basis and earn a guaranteed interest for guaranteed interest periods (Fixed Interest Allocation(s)). We will credit your Fixed Interest Allocation(s) with a fixed rate of interest. We currently offer Fixed Interest Allocations with guaranteed interest periods of 5, 7 and 10 years. In addition, we may offer DCA Fixed Interest Allocations, which are 6-month and 1-year Fixed Interest Allocations available exclusively in connection with our dollar cost averaging program. We may offer additional guaranteed interest periods in some or all states, may not offer all guaranteed interest periods on all contracts or in all states and the rates for a given guaranteed interest period may vary among contracts. We set the interest rates periodically. We may credit a different interest rate for each interest period. The interest you earn in the Fixed Account as well as your principal is guaranteed by ING USA, as long as you do not take your money out before the maturity date for the applicable interest period. If you take your money out from a Fixed Interest Allocation more than 30 days before the applicable maturity date, we will apply a market value adjustment ("Market Value Adjustment"). A Market Value Adjustment could increase or decrease your contract value and/or the amount you take out. A surrender charge may also apply to withdrawals from your contract. You bear the risk that you may receive less than your principal because of the Market Value Adjustment. For contracts sold in some states, not all Fixed Interest Allocations are available. You have a right to return a contract for a refund as described in the prospectus. The Fixed Account You may allocate premium payments and transfer your Contract value to the guaranteed interest periods of the Fixed Account during the accumulation period as described in the prospectus. Every time you allocate money to the Fixed Account, we set up a Fixed Interest Allocation for the guaranteed interest period you select. We will credit your Fixed Interest Allocation with a guaranteed interest rate for the interest period you select, so long as you do not withdraw money from that Fixed Interest Allocation before the end of the guaranteed interest period. Each guaranteed interest period ends on its maturity date which is the last day of the month in which the interest period is scheduled to expire. Your Contract value in the Fixed Account is the sum of your Fixed Interest Allocations and the interest credited as adjusted for any withdrawals, transfers or other charges we may impose, including any Market Value Adjustment. Your Fixed Interest Allocation will be credited with the guaranteed interest rate in effect for the guaranteed interest period you selected when we receive and accept your premium or reallocation of Contract value. We will credit interest daily at a rate that yields the quoted guaranteed interest rate. If you surrender, withdraw, transfer or annuitize your investment in a Fixed Interest Allocation more than 30 days before the end of the guaranteed interest period, we will apply a Market Value Adjustment to the transaction. A Market Value Adjustment could increase or decrease the amount you surrender, withdraw, transfer or annuitize, depending on current interest rates at the time of the transaction. You bear the risk that you may receive less than your principal because of the Market Value Adjustment. Guaranteed Interest Rates Each Fixed Interest Allocation will have an interest rate that is guaranteed as long as you do not take your money out until its maturity date. We do not have a specific formula for establishing the guaranteed Access - 133972 C1 interest rates for the different guaranteed interest periods. We determine guaranteed interest rates at our sole discretion. We cannot predict the level of future interest rates. For more information see the prospectus for the Fixed Account. Transfers from a Fixed Interest Allocation You may transfer your Contract value in a Fixed Interest Allocation to one or more new Fixed Interest Allocations with new guaranteed interest periods, or to any of the subaccounts of ING USA's Separate Account B as described in the prospectus on the maturity date of a guaranteed interest period. The minimum amount that you can transfer to or from any Fixed Interest Allocation is $100. Transfers from a Fixed Interest Allocation may be subject to a Market Value Adjustment. If you have a special Fixed Interest Allocation that was offered exclusively with our dollar cost averaging program, canceling dollar cost averaging will cause a transfer of the entire Contract value in such Fixed Interest Allocation to the Liquid Assets subaccount, and such a transfer will be subject to a Market Value Adjustment. Please be aware that the benefit we pay under certain optional benefit riders will be adjusted by any transfers you make to and from the Fixed Interest Allocations during specified periods while the rider is in effect. See "Optional Riders" in the prospectus. Withdrawals from a Fixed Interest Allocation During the accumulation phase, you may withdraw a portion of your Contract value in any Fixed Interest Allocation. You may make systematic withdrawals of only the interest earned during the prior month, quarter or year, depending on the frequency chosen, from a Fixed Interest Allocation under our systematic withdrawal option. A withdrawal from a Fixed Interest Allocation may be subject to a Market Value Adjustment and a contract surrender charge. Be aware that withdrawals may have federal income tax consequences, including a 10% penalty tax, as well as state income tax consequences. Please be aware that the benefit we pay under any of the optional benefit riders will be reduced by any withdrawals you made from the Fixed Interest Allocations during the period while the rider is in effect. See "Optional Riders" in the prospectus. Market Value Adjustment A Market Value Adjustment may decrease, increase or have no effect on your Contract value. We will apply a Market Value Adjustment (i) whenever you withdraw or transfer money from a Fixed Interest Allocation (unless made within 30 days before the maturity date of the applicable guaranteed interest period, or under the systematic withdrawal or dollar cost averaging program) and (ii) if on the annuity start date a guaranteed interest period for any Fixed Interest Allocation does not end on or within 30 days of the annuity start date. A Market Value Adjustment may be positive, negative or result in no change. In general, if interest rates are rising, you bear the risk that any Market Value Adjustment will likely be negative and reduce your Contract value. On the other hand, if interest rates are falling, it is more likely that you will receive a positive Market Value Adjustment that increases your Contract value. In the event of a full surrender, transfer or annuitization from a Fixed Interest Allocation, we will add or subtract any Market Value Adjustment from the amount surrendered, transferred or annuitized. In the event of a partial withdrawal, transfer or annuitization, we will add or subtract any Market Value Adjustment from the total amount withdrawn, transferred or annuitized in order to provide the amount requested. If a negative Market Value Adjustment exceeds your Contract value in the Fixed Interest Allocation, we will consider your request to be a full surrender, transfer or annuitization of the Fixed Interest Allocation. Contract Value in the Fixed Interest Allocations On the contract date, the Contract value in any Fixed Interest Allocation in which you are invested is equal to the portion of the initial premium paid and designated for allocation to the Fixed Interest Allocation. On each business day after the contract date, we calculate the amount of Contract value in each Fixed Interest Allocation as follows: Access - 133972 C2 (1) We take the Contract value in the Fixed Interest Allocation at the end of the preceding business day. (2) We credit a daily rate of interest on (1) at the guaranteed rate since the preceding business day. (3) We add (1) and (4) We subtract from (3) any transfers from that Fixed Interest Allocation. (5) We subtract from (4) any withdrawals, and then subtract any contract fees (including any rider charges) and premium taxes. Additional premium payments and transfers allocated to the Fixed Account will be placed in a new Fixed Interest Allocation. The Contract value on the date of allocation will be the amount allocated. Several examples which illustrate how the Market Value Adjustment works are included in the prospectus for the Fixed Account Cash Surrender Value The cash surrender value is the amount you receive when you surrender the Contract. The cash surrender value of amounts allocated to the Fixed Account will fluctuate daily based on the interest credited to Fixed Interest Allocations, any Market Value Adjustment, and any surrender charge. We do not guarantee any minimum cash surrender value. On any date during the accumulation phase, we calculate the cash surrender value as follows: we start with your Contract value, then we adjust for any Market Value Adjustment, and then we deduct any surrender charge, any charge for premium taxes, the annual contract administrative fee (unless waived), and any optional benefit rider charge, and any other charges incurred but not yet deducted. Dollar Cost Averaging from Fixed Interest Allocations You may elect to participate in our dollar cost averaging program if you have at least $1,200 of Contract value in Fixed Account Interest Allocations with a guaranteed interest period of 1 year or less. The Fixed Interest Allocations serve as the source accounts from which we will, on a monthly basis, automatically transfer a set dollar amount of money to other Fixed Interest Allocations or contract investment portfolio subaccounts selected by you. The dollar cost averaging program is designed to lessen the impact of market fluctuation on your investment. Since we transfer the same dollar amount to subaccounts each month, more units of a subaccount are purchased if the value of its unit is low and fewer units are purchased if the value of its unit is high. Therefore, a lower than average value per unit may be achieved over the long term. However, we cannot guarantee this. When you elect the dollar cost averaging program, you are continuously investing in securities regardless of fluctuating price levels. You should consider your tolerance for investing through periods of fluctuating price levels. You elect the dollar amount you want transferred under this program. Each monthly transfer must be at least $100. You may change the transfer amount once each contract year. Transfers from a Fixed Interest Allocation under the dollar cost averaging program are not subject to a Market Value Adjustment. We may in the future offer additional subaccounts or withdraw any subaccount or Fixed Interest Allocation to or from the dollar cost averaging program or otherwise modify, suspend or terminate this program. Of course, such change will not affect any dollar cost averaging programs in operation at the time. Suspension of Payments We have the right to delay payment of amounts from a Fixed Interest Allocation for up to 6 months. More Information See the prospectus for Fixed Account I. Access - 133972 C3 - -------------------------------------------------------------------------------- APPENDIX D - -------------------------------------------------------------------------------- Fixed Interest Division A Fixed Interest Division option is available through the group and individual deferred variable annuity contracts offered by ING USA Annuity and Life Insurance Company. The Fixed Interest Division is part of the ING USA General Account. Interests in the Fixed Interest Division have not been registered under the Securities Act of 1933, and neither the Fixed Interest Division nor the General Account are registered under the Investment Company Act of 1940. Interests in the Fixed Interest Division are offered in certain states through an Offering Brochure, dated May 1, 2004. The Fixed Interest Division is different from the Fixed Account which is described in the prospectus but which is not available in your state. If you are unsure whether the Fixed Account is available in your state, please contact our Customer Service Center at (800) 366-0066. When reading through the Prospectus, the Fixed Interest Division should be counted among the various investment options available for the allocation of your premiums, in lieu of the Fixed Account. The Fixed Interest Division may not be available in some states. Some restrictions may apply. You will find more complete information relating to the Fixed Interest Division in the Offering Brochure. Please read the Offering Brochure carefully before you invest in the Fixed Interest Division. Access - 133972 D1 - -------------------------------------------------------------------------------- APPENDIX E - -------------------------------------------------------------------------------- Special Funds and Excluded Funds Examples Example #1: The following examples are intended to demonstrate the impact on your 7% Solution Death Benefit Element ("7% MGDB") of allocating your Contract Value to Special Funds.
- ----------------------------------------- --------------------------------------- -------------------------------------- 7% MGDB if 50% invested 7% MGDB if 0% invested 7% MGDB if 100% invested in Special Funds in Special Funds in Special Funds - ----------------------------------------- --------------------------------------- -------------------------------------- End of Yr Covered Special Total End of Yr Covered Special Total End of Yr Covered Special Total 0 500 500 1,000 0 1,000 -- 1,000 0 0 1000 1000 1 535 500 1,035 1 1,070 -- 1,070 1 0 1000 1000 2 572 500 1,072 2 1,145 -- 1,145 2 0 1000 1000 3 613 500 1,113 3 1,225 -- 1,225 3 0 1000 1000 4 655 500 1,155 4 1,311 -- 1,311 4 0 1000 1000 5 701 500 1,201 5 1,403 -- 1,403 5 0 1000 1000 6 750 500 1,250 6 1,501 -- 1,501 6 0 1000 1000 7 803 500 1,303 7 1,606 -- 1,606 7 0 1000 1000 8 859 500 1,359 8 1,718 -- 1,718 8 0 1000 1000 9 919 500 1,419 9 1,838 -- 1,838 9 0 1000 1000 10 984 500 1,484 10 1,967 -- 1,967 10 0 1000 1000 - ----------------------------------------- --------------------------------------- --------------------------------------
- ----------------------------------------- --------------------------------------- 7% MGDB if transferred to 7% MGDB if transferred to Special Funds Covered Funds at the beginning of year 6 at the beginning of year 6 - ----------------------------------------- --------------------------------------- End of Yr Covered Special Total End of Yr Covered Special Total 0 1,000 -- 1,000 0 -- 1,000 1,000 1 1,070 -- 1,070 1 -- 1,000 1,000 2 1,145 -- 1,145 2 -- 1,000 1,000 3 1,225 -- 1,225 3 -- 1,000 1,000 4 1,311 -- 1,311 4 -- 1,000 1,000 5 1,403 -- 1,403 5 -- 1,000 1,000 6 -- 1,403 1,403 6 1,070 -- 1,070 7 -- 1,403 1,403 7 1,145 -- 1,145 8 -- 1,403 1,403 8 1,225 -- 1,225 9 -- 1,403 1,403 9 1,311 -- 1,311 10 -- 1,403 1,403 10 1,403 -- 1,403 - ----------------------------------------- ---------------------------------------
Access - 133972 E1 Example #2: The following examples are intended to demonstrate the impact on your 7% Solution Death Benefit Element ("7% MGDB") of allocating your Contract Value to Excluded Funds.
----------------------------------------------------------------------------- 7% MGDB if 50% invested in Excluded Funds ----------------------------------------------------------------------------- Covered Excluded Total -------------------------------------------------------- Death End of Yr 7% MGDB AV 7% MGDB AV 7% MGDB AV Benefit 0 500 500 500 500 1,000 1,000 1,000 1 535 510 535 510 1,045 1,020 1,045 2 572 490 572 490 1,062 980 1,062 3 613 520 613 520 1,133 1,040 1,133 4 655 550 655 550 1,205 1,100 1,205 5 701 450 701 450 1,151 900 1,151 6 750 525 750 525 1,275 1,050 1,275 7 803 600 803 600 1,403 1,200 1,403 8 859 750 859 750 1,609 1,500 1,609 9 919 500 919 500 1,419 1,000 1,419 10 984 300 984 300 1,284 600 1,284 ----------------------------------------------------------------------------- --------------------------------------- -------------------------------------- 7% MGDB if 0% invested 7% MGDB if 100% invested in Excluded Funds in Excluded Funds --------------------------------------- -------------------------------------- Covered Excluded -------------------- --------------------- Death Death End of Yr 7% MGDB AV Benefit End of Yr 7% MGDB" AV Benefit 0 1,000 1,000 1,000 0 1,000 1,000 1,000 1 1,070 1,020 1,070 1 1,070 1,020 1,020 2 1,145 980 1,145 2 1,145 980 980 3 1,225 1,040 1,225 3 1,225 1,040 1,040 4 1,311 1,100 1,311 4 1,311 1,100 1,100 5 1,403 900 1,403 5 1,403 900 900 6 1,501 1,050 1,501 6 1,501 1,050 1,050 7 1,606 1,200 1,606 7 1,606 1,200 1,200 8 1,718 1,500 1,718 8 1,718 1,500 1,500 9 1,838 1,000 1,838 9 1,838 1,000 1,000 10 1,967 600 1,967 10 1,967 600 600 --------------------------------------- --------------------------------------
Note: AV are hypothetical illustrative values. Not a projection. "7% MGDB" for Excluded funds is notional. Not payable as a benefit. Death Benefit for Excluded Funds equals Accumulation Value (AV) Access - 133972 E2 ------------------------------------------------------------------------------- Transfer from Covered Funds to Excluded Funds at the beginning of year 6 ------------------------------------------------------------------------------- Covered Excluded Total --------------------------------------------------------- 7% 7% 7% Death End of Yr MGDB AV MGDB AV MGDB AV Benefit -- 1,000 1,000 -- -- 1,000 1,000 1,000 1 1,050 1,020 -- -- 1,050 1,020 1,050 2 1,103 980 -- -- 1,103 980 1,103 3 1,158 1,040 -- -- 1,158 1,040 1,158 4 1,216 1,100 -- -- 1,216 1,100 1,216 5 1,276 900 -- -- 1,276 900 1,276 6 -- -- 1,340 1,050 1,050 1,050 1,050 7 -- -- 1,407 1,200 1,200 1,200 1,200 8 -- -- 1,477 1,500 1,500 1,500 1,500 9 -- -- 1,551 1,000 1,000 1,000 1,000 10 -- -- 1,629 600 600 600 600 ------------------------------------------------------------------------------- Note: 7% MGDB transferred to Excluded Funds equals the 7% MGDB in Covered Funds (or pro-rata portion thereof for partial transfer). Transfers from Special Funds to Excluded Funds work the same as Covered to Excluded (except 7% MGDB in Special Funds does not accumulate). ------------------------------------------------------------------------------- Transfer from Excluded Funds to Covered Funds at the beginning of year 6 Covered Excluded Total --------------------------------------------------------- 7% 7% 7% Death End of Yr MGDB AV MGDB AV MGDB AV Benefit -- -- -- 1,000 1,000 1,000 1,000 1,000 1 -- -- 1,050 1,020 1,020 1,020 1,020 2 -- -- 1,103 980 980 980 980 3 -- -- 1,158 1,040 1,040 1,040 1,040 4 -- -- 1,216 1,100 1,100 1,100 1,100 5 -- -- 1,276 900 900 900 900 6 945 1,050 -- -- 945 1,050 1,050 7 992 1,200 -- -- 992 1,200 1,200 8 1,042 1,500 -- -- 1,042 1,500 1,500 9 1,094 1,000 -- -- 1,094 1,000 1,094 10 1,149 600 -- -- 1,149 600 1,149 ------------------------------------------------------------------------------- Note: 7% MGDB transferred to Covered Funds is the lesser of 7% MGDB in Excluded Funds (or portion thereof for partial transfer) and AV transferred to Covered Funds. Transfers from Excluded Funds to Special Funds work the same as Excluded to Covered (except 7% MGDB in Special Funds does not accumulate). Access - 133972 E3 - -------------------------------------------------------------------------------- APPENDIX F - -------------------------------------------------------------------------------- Examples of Adjustments to the MGWB Withdrawal Account and the Maximum Annual Withdrawal Amount for Withdrawals in Excess of the Maximum Annual Withdrawal Amount ("Excess Withdrawal Amount") Example #1: Owner has invested only in Covered Funds Assume the Contract Value (CV) before the withdrawal is $100,000 and is invested in Covered Funds only, the Eligible Payment Amount (EPA) is $100,000, the Maximum Annual Withdrawal Amount (MAW) is $7,000, the MGWB Withdrawal Account allocated to Covered Funds ("Covered Withdrawal Account") is $120,000, and a withdrawal of $10,000 is made. The effect of the withdrawal is calculated as follows: The new CV is $90,000 ($100,000 - $10,000). The Excess Withdrawal Amount is $3,000 ($10,000 - $7,000). The Covered Withdrawal Account is first reduced dollar-for-dollar by the portion of the withdrawal up to the MAW to $113,000 ($120,000 - $7,000), and is then reduced pro-rata based on the ratio of the Excess Withdrawal Amount to the CV (after being reduced for the withdrawal up to the MAW) to $109,354.84 ($113,000 * (1 - $3,000 / $93,000)). The EPA is reduced pro-rata based on the ratio of the Excess Withdrawal Amount to the CV (after being reduced for the withdrawal up to the MAW) to $96,774.19 ($100,000 * (1 - $3,000 / $93,000)). The reduction to the EPA for withdrawals of Excess Withdrawal Amount is applied pro-rata regardless of whether CV is allocated to Covered or Excluded Funds. The MAW is then recalculated to be 7% of the new EPA, $6,774.19 ($96,774.19 * 7%). Example #2: Owner has invested only in Excluded Funds Assume the Contract Value (CV) before the withdrawal is $100,000 and is invested in Excluded Funds only, the Eligible Payment Amount (EPA) is $100,000, the Maximum Annual Withdrawal Amount (MAW) is $7,000, the MGWB Withdrawal Account allocated to Excluded Funds ("Excluded Withdrawal Account") is $120,000, and a withdrawal of $10,000 is made. The effect of the withdrawal is calculated as follows: The new CV is $90,000 ($100,000 - $10,000). The Excess Withdrawal Amount is $3,000 ($10,000 - $7.000). The Excluded Withdrawal Account is reduced pro-rata based on the ratio of the entire amount withdrawn to the CV (before the withdrawal) to $108,000 ($120,000 * (1 - $10,000 / $100,000)). The EPA is reduced pro-rata based on the ratio of the Excess Withdrawal Amount to the CV (after being reduced for the withdrawal up to the MAW) to $96,774.19 ($100,000 * (1 - $3,000/$93,000)). The reduction to the EPA for withdrawals of Excess Withdrawal Amount is applied pro-rata regardless of whether CV is allocated to Covered or Excluded Funds. The MAW is then recalculated to be 7% of the new EPA, $6,774.19 ($96,774.19 * 7%). Example #3: Owner has invested in both Covered and Excluded Funds Access - 133972 F1 Assume the Contract Value (CV) before the withdrawal is $100,000 and is invested $60,000 in Covered Funds and $40,000 in Excluded Funds. Further assume that the Eligible Payment Amount (EPA) is $100,000, the Maximum Annual Withdrawal Amount (MAW) is $7,000, the MGWB Withdrawal Account allocated to Covered Funds ("Covered Withdrawal Account") is $75,000, the MGWB Withdrawal Account allocated to Excluded Funds ("Excluded Withdrawal Account") is $45,000, and a withdrawal is made of $10,000 ($8,000 from Covered Funds and $2,000 from Excluded Funds). The new CV for Covered Funds is $52,000 ($60,000 - $8,000), and the new CV for Excluded Funds is $38,000 ($40,000 - $2,000). The Covered Withdrawal Account is first reduced dollar-for-dollar by the lesser of the MAW ($7,000) and the amount withdrawn from Covered Funds ($8,000) to $68,000 ($75,000 - $7,000), and is then reduced pro-rata based on the ratio of any Excess Withdrawal Amount from Covered Funds to the CV in Covered Funds (after being reduced for the withdrawal up to the MAW) to $66,716.98 ($68,000 * (1 - $1,000 / $53,000). The Excluded Withdrawal Account is reduced pro-rata based on the ratio of the amount withdrawn from Excluded Funds to the CV in Excluded Funds (prior to the withdrawal) to $42,750 ($45,000 * (1 - $2,000 / $40,000)). The EPA is reduced pro-rata based on the ratio of the Excess Withdrawal Amount to the CV (after being reduced for the withdrawal up to the MAW) to $96,774.19 ($100,000 * (1 - $3,000 / $93,000)). The reduction to the EPA for withdrawals of Excess Withdrawal Amount is applied pro-rata regardless of whether CV is allocated to Covered or Excluded Funds. The MAW is then recalculated to be 7% of the new EPA, $6,774.19 ($96,774.19 * 7%). Example #4: Owner transfers funds from Excluded Funds to Covered Funds Assume the Contract Value (CV) before the transfer is $100,000 and is invested $60,000 in Covered Funds and $40,000 in Excluded Funds. Further assume that the MGWB Withdrawal Account allocated to Covered Funds ("Covered Withdrawal Account") is $75,000, the MGWB Withdrawal Account allocated to Excluded Funds ("Excluded Withdrawal Account") is $45,000, and a transfer is made of $10,000 from Excluded Funds to Covered Funds. The new CV for Covered Funds is $70,000 ($60,000 + $10,000), and the new CV for Excluded Funds is $30,000 ($40,000 - $10,000). The Excluded Withdrawal Account is reduced pro-rata based on the ratio of the amount transferred from Excluded Funds to the CV in Excluded Funds (prior to the transfer) to $33,750 ($45,000 * (1 - $10,000 / $40,000)). The Covered Withdrawal Account is increased by the lesser of the reduction of the Excluded Withdrawal Account of $11,250 ($45,000 - $33,750) and the actual amount transferred of $10,000. Thus, the Covered Withdrawal Account is increased to $85,000 ($75,000 + $10,000). Access - 133972 F2 Example #5: Owner transfers funds from Covered Funds to Excluded Funds Assume the Contract Value (CV) before the transfer is $100,000 and is invested $60,000 in Covered Funds and $40,000 in Excluded Funds. Further assume that the MGWB Withdrawal Account allocated to Covered Funds ("Covered Withdrawal Account") is $75,000, the MGWB Withdrawal Account allocated to Excluded Funds ("Excluded Withdrawal Account") is $45,000, and a transfer is made of $10,000 from Covered Funds to Excluded Funds. The new CV for Covered Funds is $50,000 ($60,000 - $10,000), and the new CV for Excluded Funds is $50,000 ($40,000 + $10,000). The Covered Withdrawal Account is reduced pro-rata based on the ratio of the amount transferred from Covered Funds to the CV in Covered Funds (prior to the transfer) to $62,500 ($75,000 * (1 - $10,000 / $60,000)). The Excluded Withdrawal Account is increased by the reduction of the Covered Withdrawal Account of $12,500 ($75,000 - $62,500) to $57,500 ($45,000 + $12,500). Access - 133972 F3 - -------------------------------------------------------------------------------- APPENDIX G - -------------------------------------------------------------------------------- Death Benefits for May-2002 and Yr-2003 Contract Owners The following is a description of the 7% Solution Enhanced Death Benefit and the Annual Ratchet Enhanced Death Benefit for May-2002 and Yr-2003 contract owners. Other than as described below, please see the prospectus for a full description of your death benefit options and other Contract features. Capitalized terms have the same meaning as described in the prospectus. Please note that the 7% Solution Enhanced Death Benefit is no longer available as a standalone death benefit, but the calculation is used to determine the Max 7 Enhanced Death Benefit. The 7% Solution Enhanced Death Benefit is the greater of: 1) the Standard Death Benefit; and 2) the lesser of: a) 3 times all premium payments, adjusted for withdrawals (the "cap"); and b) the sum of the 7% Solution Minimum Guaranteed Death Benefit ("7% MGDB") allocated to Covered Funds, the 7% MGDB allocated to Special Funds, and the contract value allocated to Excluded Funds. For purposes of calculating the 7% Solution Enhanced Death Benefit, the following investment options are designated as Special Funds: the ING Liquid Assets Portfolio, the ING Limited Maturity Bond Portfolio, the ING VP Intermediate Bond Portfolio, the ING PIMCO Core Bond Portfolio, the ProFunds VP Rising Rates Opportunity Portfolio, the Fixed Account, the Fixed Interest Division, and the TSA Special Fixed Account. For Contracts issued prior to May 1, 2003, the ING VP Intermediate Bond Portfolio and the ING PIMCO Core Bond Portfolio are not designated as Special Funds. For Contracts issued prior to September 2, 2003, the ProFunds VP Rising Rates Opportunity Portfolio is not designated as a Special Fund. No investment options are currently designated as Excluded Funds. The 7% MGDB allocated to Covered Funds equals premiums allocated to Covered Funds, adjusted for withdrawals and transfers, accumulated at 7% until age 80 or the 7% MGDB reaches the cap. There is no accumulation once the cap is reached. Payment of additional premiums may cause the accumulation to resume, but there is no catch-up for any period where accumulation was suspended. The 7% MGDB allocated to Special Funds equals premiums allocated to Special Funds, adjusted for withdrawals and transfers. There is no accumulation of Minimum Guaranteed Death Benefit allocated to Special Funds. The 7% MGDB allocated to Excluded Funds is determined in the same way as the 7% MGDB for Covered Funds, but the calculation is not used for benefit purposes, but only to determine the impact of transfers to and from Excluded Funds. Withdrawals reduce the 7% MGDB on a pro-rata basis. The percentage reduction in the 7% MGDB for each Fund category (i.e. Covered, Special or Excluded) equals the percentage reduction in contract value in that Fund category resulting from the withdrawal. The percentage reduction in the cap equals the percentage reduction in total contract value resulting from the withdrawal. The pro-rata adjustment is based on the change in contract value resulting from the withdrawal, not the amount requested. Transfers among Fund categories do not reduce the overall 7% MGDB, but do affect the amount of the Access - 133972 G1 7% MGDB in a particular Fund category. Net transfers from among the Funds will reduce the 7% MGDB in the Funds on a pro-rata basis. The Annual Ratchet Enhanced Death Benefit equals the greater of: 1) the Standard Death Benefit; and 2) the Annual Ratchet Minimum Guaranteed Death Benefit ("Annual Ratchet MGDB") allocated to Covered Funds plus the contract value allocated to Excluded Funds. No funds are currently designated as Excluded Funds for purposes of the Annual Ratchet MGDB. The Annual Ratchet MGDB allocated to Covered Funds on the contract date equals the premium allocated to Covered Funds. On each contract anniversary that occurs on or prior to attainment of age 90, the Annual Ratchet MGDB in Covered Funds will be set to the greater of: 1) the current contract value in Covered Funds (after deductions occurring as of that date); or 2) the Annual Ratchet MGDB in Covered Funds from the prior contract anniversary (after deductions occurring on that date), adjusted for new premiums, and partial withdrawals attributable to Covered Funds, and transfers. Other than on contract anniversaries, the Annual Ratchet MGDB in the Covered Funds is equal to the Annual Ratchet MGDB in the Covered Funds from the last contract anniversary, adjusted for new premiums and partial withdrawals attributable to Covered Funds, and transfers. The Annual Ratchet MGDB allocated to Excluded Funds on the contract date equals the premium allocated to Excluded Funds. The calculation is not used for benefit purposes, but only to determine the impact of transfers to and from Excluded Funds. On the contract date, the Annual Ratchet MGDB allocated to Excluded Funds is equal to the premium allocated to Excluded Funds. On each contract anniversary that occurs on or prior to attainment of age 90, the Annual Ratchet MGDB in Excluded Funds will be set to the greater of: 1) the current contract value in Excluded Funds (after deductions occurring as of that date); or 2) the Annual Ratchet MGDB in the Excluded Funds from the prior contract anniversary (after deductions occurring on that date), adjusted for new premiums and partial withdrawals attributable to Excluded Funds, and transfers. Other than on contract anniversaries, the Annual Ratchet MGDB in the Excluded Funds is equal to the Annual Ratchet MGDB in the Excluded Funds from the last contract anniversary, adjusted for new premiums and partial withdrawals attributable to Excluded Funds, and transfers. Withdrawals reduce the Annual Ratchet MGDB on a pro-rata basis. The pro-rata adjustment is based on the change in contract value resulting from the withdrawal, not the amount requested. Net transfers from Covered Funds to Special or Excluded Funds will reduce the 7% MGDB in Covered Funds on a pro-rata basis. The increase in the 7% MGDB allocated to Special or Excluded Funds, as applicable, will equal the decrease in the 7% MGDB in Covered Funds. Net transfers from Excluded Funds to Covered Funds will reduce the Annual Ratchet MGDB in Excluded Funds on a pro-rata basis. The increase in the Annual Ratchet MGDB allocated to Covered Funds will equal the lesser of the net contract value transferred and the reduction in the Annual Ratchet MGDB in Excluded Funds. The Max 7 Enhanced Death Benefit equals the greater of the 7% Solution Enhanced Death Benefit or the Annual Ratchet Enhanced Death Benefit described above. Each Enhanced Death Benefit is determined independently of the other at all times. Access - 133972 G2 [LOGO] ING ING USA Annuity and Life Insurance Company ING USA Annuity and Life Insurance Company is a stock company domiciled in Iowa. - -------------------------------------------------------------------------------- Access-133972 12/22/2004 ING USA ANNUITY AND LIFE INSURANCE COMPANY SEPARATE ACCOUNT B OF ING USA ANNUITY AND LIFE INSURANCE COMPANY PROSPECTUS SUPPLEMENT DATED DECEMBER 22, 2004 TO YOUR CURRENT VARIABLE ANNUITY PROSPECTUS FOR DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY CONTRACTS ISSUED BY ING USA ANNUITY AND LIFE INSURANCE COMPANY ("PROSPECTUSES") FOR USE ONLY IN THE STATE OF WASHINGTON The information in this supplement updates and amends certain information contained in your current variable annuity prospectus. You should read and keep this supplement along with the prospectus. For Contracts issued in the State of Washington, the following provisions apply: 1. The Fixed Account is not available. 2. The following amendments are made to the section entitled, "Minimum Guaranteed Income Benefit Rider (MGIB)": a. The Fixed Interest Division is designated as an Excluded Fund. b. The section entitled, "Determining the MGIB Charge Base" is amended as follows: The MGIB Charge Base is a percentage of the greatest sum of the MGIB Charge Base for Covered Funds and the MGIB Charge Base for Special Funds, on any date since the date on which the last charge was deducted, or the rider date for the first deduction. c. The quarterly charge for the MGIB rider is deducted only from the contract value of the subaccounts in which you are invested. No deduction will be made from the Fixed Interest Division. 3. The following describes the death benefit options for Contracts issued for delivery in the State of Washington. Other than as described below, please see the prospectus for a full description of your death benefit options and other Contract features. We use the Base Death Benefit to help determine the minimum death benefit payable under each of the death benefit options described below. You do not elect the Base Death Benefit. The Base Death Benefit is equal to the greater of: 1) the contract value; and 2) the cash surrender value. The STANDARD DEATH BENEFIT equals the GREATEST of the Base Death Benefit, the floor, and the Standard Minimum Guaranteed Death Benefit. The Standard Minimum Guaranteed Death Benefit equals the initial premium payment, increased by premium payments after issue, and reduced by a pro-rata adjustment for any withdrawal. THE FLOOR FOR THE DEATH BENEFIT IS the total premium payments made under the Contract reduced by a pro-rata adjustment for any withdrawal. ENHANCED DEATH BENEFIT OPTIONS. Under the Enhanced Death Benefit options, if you die before the annuity start date, your beneficiary will receive the greater of the Standard Death Benefit and the Enhanced Death Benefit option elected. For purposes of calculating the 5.5% Solution Enhanced Death Benefit and the Max 5.5 Enhanced Death Benefit, certain investment portfolios, and the Fixed Account are designated as "Special Funds." For Contracts issued on or after May 1, 2003, the following investment options are designated as Special Funds: the ING Liquid Assets Portfolio; the ING Limited Maturity Bond Portfolio; the ING VP Intermediate Bond Portfolio; the ING PIMCO Core Bond Portfolio; the Fixed Account; the Fixed Interest Division; and the TSA Special Fixed Account. For Contracts issued before May 1, 2003, the ING VP Intermediate Bond Portfolio and the ING PIMCO Core Bond Portfolio are not designated as Special Funds. For Contracts issued on or after September 2, 2003, the ProFunds VP Rising Rates Opportunity Portfolio is designated as a Special Fund. We may, with 30 days notice to you, designate any investment portfolio as a Special Fund on existing contracts with respect to new premiums added to such investment portfolio and also with respect to new transfers to such investment portfolio. Selecting a Special Fund may limit or reduce the 5.5% Max Enhanced Death Benefit. For the period during which a portion of the contract value is allocated to a Special Fund, we may, at our discretion, reduce the mortality and expense risk charge attributable to that portion of the contract value. The reduced mortality and expense risk charge will be applicable only during that period. The 5.5% Solution is not available as a standalone death benefit, but the calculation is used to determine the Max 5.5 Enhanced Death Benefit The 5.5% SOLUTION ENHANCED DEATH BENEFIT, equals the GREATEST of: 1) the Standard Death Benefit; 2) the floor; and 3) the sum of the contract value allocated to Special Funds and the 5.5% Solution Minimum Guaranteed Death Benefit for Non-Special Funds. The 5.5% Solution Minimum Guaranteed Death Benefit for Special and Non-Special Funds equals premiums, adjusted for withdrawals and transfers, accumulated at 5.5% until the attainment of age 80 and thereafter at 0%, subject to a floor as described below. Withdrawals of up to 5.5% per year of cumulative premiums are referred to as special withdrawals. Special withdrawals reduce the 5.5% Solution Minimum Guaranteed Death Benefit by the amount of contract value withdrawn. For any other withdrawals (withdrawals in excess of the amount available as a special withdrawal), a pro-rata adjustment to the 5.5% Solution Minimum Guaranteed Death Benefit is made. The amount of the pro-rata adjustment for withdrawals from Non-Special Funds will equal (a) times (b) divided by (c): where (a) is the 5.5% Solution Minimum Guaranteed Death Benefit for Non-Special Funds prior to the withdrawal; (b) is the contract value of the withdrawal; and (c) is the contract value allocated to Non-Special Funds before the withdrawal. The amount of the pro-rata adjustment for withdrawals from Special Funds will equal (a) times (b) divided by (c): where (a) is the 5.5% Solution Minimum Guaranteed Death Benefit for Special Funds prior to the withdrawal; (b) is the contract value of the withdrawal; and (c) is the contract value allocated to Special Funds before the withdrawal. Transfers from Special to Non-Special Funds will reduce the 5.5% Solution Minimum Guaranteed Death Benefit for Special Funds on a pro-rata basis. The resulting increase in the 5.5% Solution Minimum Guaranteed Death Benefit in Non-Special Funds will equal the lesser of the reduction in the 5.5% Solution Minimum Guaranteed Death Benefit in Special Funds and the contract value transferred. Transfers from Non-Special to Special Funds will reduce the 5.5% Solution Minimum Guaranteed Death Benefit in Non-Special Funds on a pro-rata basis. The resulting increase in the 5.5% Solution Minimum Guaranteed Death Benefit for Special Funds will equal the reduction in the 5.5% Solution Minimum Guaranteed Death Benefit for Non-Special Funds. THE FLOOR FOR THE 5.5 % SOLUTION ENHANCED DEATH BENEFIT is determined by the same calculations described above for the 5.5% Solution Minimum Guaranteed Death Benefit except as follows: If you transfer contract value to a Special Fund, the minimum floor will not be reduced by the transfer. Instead, a portion of the floor (equal to the percentage of contract value transferred) just prior to the transfer will be frozen (with 0% subsequent growth) unless the contract value is transferred back to the Non-Special Funds. Upon such transfer back to Non-Special Funds, we will resume accumulating that portion of the floor at the 5.5% annual effective rate as described above, subject to the age limit described above. Similarly, for contract value allocated directly to Special Funds, that portion of the floor will be the contract value allocated, and will not accumulate while invested in Special Funds. Withdrawals will reduce the floor as described for the minimum guaranteed death benefit above. Your death benefit will be the greater of the floor and the death benefit determined as described above. The ANNUAL RATCHET ENHANCED DEATH BENEFIT equals the GREATER OF: 1) the Standard Death Benefit; and 2) the Annual Ratchet Minimum Guaranteed Death Benefit. The Annual Ratchet Minimum Guaranteed Death Benefit equals: 1) the initial premium payment; 2) increased dollar for dollar by any premium added after issue; 3) adjusted on each anniversary that occurs on or prior to attainment of age 90 to the greater of the Annual Ratchet Minimum Guaranteed Death Benefit from the prior anniversary (adjusted for new premiums and partial withdrawals) and the current contract value. Withdrawals reduce the Annual Ratchet Minimum Guaranteed Death Benefit on a pro-rata basis, based on the amount withdrawn. The amount of the pro-rata adjustment for withdrawals will equal (a) times (b) divided by (c): where (a) is the Annual Ratchet Minimum Guaranteed Death Benefit prior to the withdrawal; (b) is the contract value of the withdrawal; and (c) is the contract value before withdrawal. The MAX 5.5 ENHANCED DEATH BENEFIT equals the greater of the 5.5% Solution Enhanced Death Benefit and the Annual Ratchet Enhanced Death Benefit. Under this death benefit option, the 5.5% Solution Enhanced Death Benefit and the Annual Ratchet Enhanced Death Benefit are calculated in the same manner as if each were the elected benefit. Note: In all cases described above, the amount of the death benefit could be reduced by premium taxes owed and withdrawals not previously deducted. The enhanced death benefits may not be available in all states. DEATH BENEFIT FOR EXCLUDED FUNDS We will be designating certain investment portfolios as "Excluded Funds." Excluded Funds will include certain investment portfolios that, due to their volatility, will be excluded from the death benefit guarantees that might otherwise be provided. We may add new portfolios as Excluded Funds. We may also reclassify an existing portfolio as an Excluded Fund or remove such classification upon 30 days notice to you. Such reclassification will apply only to amounts transferred or otherwise added to such portfolio after the effective date of the reclassification. Investment in Excluded Funds will impact your death benefit. For the period of time, and to the extent, that you allocate premium or contract value to Excluded Funds, your death benefit attributable to that allocation will equal the contract value of that allocation. Any guarantee of death benefit in excess of contract value otherwise provided with regard to allocations to Non-Excluded Funds, does not apply to allocations to Excluded Funds. The death benefit provided under the Contract may be reduced to the extent that you allocate premium or contract value to Excluded Funds. Transfers from Excluded Funds to Non-Excluded funds will reduce all death benefit components for Excluded Funds on a pro-rata basis. Except with respect to any maximum guaranteed death benefit, the resulting increase in the Non-Excluded Funds death benefit component will equal the lesser of the reduction in the death benefit for Excluded Funds and the contract value transferred. With respect to the maximum guaranteed death benefit, where applicable, the resulting increase in the Non-Excluded Funds maximum guaranteed death benefit will equal the reduction in the maximum guaranteed death benefit for Excluded Funds. Transfers from Non-Excluded Funds to Excluded Funds will reduce the Non-Excluded Funds death benefit components on a pro-rata basis. The resulting increase in the death benefit components of Excluded Funds will equal the reduction in the Non-Excluded Funds death benefit components. 4. The charges, fees and expenses are as described in the prospectus for the applicable variable annuity contract with the exception of the mortality and expense risk charges for the Max 5.5 Enhanced Death Benefit. The mortality and expense risk charges for the Max 5.5 Enhanced Death Benefit are as follows: - --------------------------------------------------------------------------- PRODUCT MAX 5.5 - --------------------------------------------------------------------------- - --------------------------------------------------------------------------- Access 1.95% ESII* 1.65% Landmark** 1.90% Premium Plus 1.80% - --------------------------------------------------------------------------- * Includes Generations, Opportunities and Wells Fargo Opportunities ** Includes Wells Fargo Landmark - --------------------------------------------------------------------------- The mortality and expense risk charge is deducted each business day at the rate of 0.005395% (Access), 0.004558% (ESII), 0.005255% (Landmark) or 0.0049767% (Premium Plus) for each day since the previous business day. ING USA ANNUITY AND LIFE INSURANCE COMPANY ING USA Annuity and Life Insurance Company is a stock company domiciled in Iowa. PART B The Statement of Additional Information, dated May 1, 2004, is incorporated into Part B of this Post-Effective Amendment No. 29 by reference to Post-Effective Amendment No. 26 to Registration Statement on Form N-4 (File No. 333-28769), as filed on April 15, 2004. PART C - OTHER INFORMATION ITEM 24: FINANCIAL STATEMENTS AND EXHIBITS FINANCIAL STATEMENTS (a) (1) All financial statements are included in the Prospectus or the Statement of Additional Information as indicated therein. (2) Schedules I and IV follow. All other schedules to the consolidated financial statements required by Article 7 of Regulation S-X are omitted because they are not applicable or because the information is included elsewhere in the consolidated financial statements or notes thereto. ING USA Annuity and Life Insurance Company, formerly Golden American Life Insurance Company (A wholly-owned subsidiary of Lion Connecticut Holdings Inc.) Schedule I Summary of Investments - Other than Investments in Affiliates As of December 31, 2003 (Millions) Amount Shown on Type of Investments Cost Value* Balance Sheet --------------- --------------- ---------------- Fixed maturities: U.S. government and government agencies and authorities $ 23.8 $ 23.9 $ 23.9 State, municipalities and political subdivisions 5.0 4.6 4.6 Public utilities securities 482.1 514.1 514.1 Other U.S. corporate securities 2,630.8 2,747.4 2,747.4 Foreign securities (1) 628.2 653.0 653.0 Mortgage-backed securities 790.0 791.4 791.4 Other asset-backed securities 487.1 488.9 488.9 --------------- --------------- ---------------- Total fixed maturities 5,047.0 5,223.3 5,223.3 --------------- --------------- ---------------- Total equity securities 5.3 5.6 5.6 --------------- --------------- ---------------- Short term investments 17.7 17.7 17.7 Mortgage loans 847.6 878.1 847.6 Policy loans 17.5 17.5 17.5 --------------- --------------- ---------------- Total other investments $ 882.8 $ 913.3 $ 882.8 =============== =============== ================
* See Notes 2 and 3 of Notes to Consolidated Financial Statements. (1) The term "foreign" includes foreign governments, foreign political subdivisions, foreign public utilities and all other bonds of foreign issuers. Substantially all of the Company's foreign securities are denominated in U.S. dollars. ING USA Annuity and Life Insurance Company, formerly Golden American Life Insurance Company (A wholly-owned subsidiary of Lion Connecticut Holdings Inc.) Schedule IV Reinsurance Information As of and for the years ended December 31, 2003, 2002 and 2001 (Millions) Percentage of (Millions) Gross Ceded Assumed Net assumed to net ------------- ------------- ------------- ------------- --------------- Year ended December 31, 2003 Life insurance in force $ 154.0 $ 79.3 $ - $ 74.7 0.0% Year ended December 31, 2002 Life insurance in force $ 158.7 $ 90.7 $ - $ 68.0 0.0% Year ended December 31, 2001 Life insurance in force $ 169.3 $ 94.8 $ - $ 74.5 0.0%
(b) EXHIBITS (1) Resolution of the board of directors of Depositor authorizing the establishment of the Registrant (1) (2) N/A (3)(a) Distribution Agreement between the Depositor and Directed Services, Inc. (1) (b) Dealers Agreement. (1) (c) Organizational Agreement (1) (d) Assignment Agreement for Organizational Agreement. (1) (e) Amendment to the Distribution Agreement between ING USA and DSI. (17) (4)(a) Individual Deferred Combination Variable and Fixed Annuity Contract. (3) (b) Group Deferred Combination Variable and Fixed Annuity Contract. (3) (c) Individual Deferred Variable Annuity Contract. (3) (d) Individual Retirement Annuity Rider. (12) (e) ROTH Individual Retirement Annuity Rider. (12) (f) Minimum Guaranteed Income Benefit Rider. (11) (g) Minimum Guaranteed Withdrawal Benefit Rider. (16) (h) Minimum Guaranteed Withdrawal Benefit with Reset and Step Up Option. (16) (i) Living Benefit Rider Endorsement (Inforce Riders). (16) (j) Death Benefit Endorsement No.1 (7% Solution Enhanced). (16) (k) Death Benefit Endorsement No.2 (Ratchet Enhanced). (16) (l) Death Benefit Endorsement No.3 (Standard). (16) (m) Death Benefit Endorsement No.4 (Max 7 Enhanced). (16) (n) Death Benefit Endorsement No.5 (Base Death Benefit). (16) (o) Death Benefit Endorsement No.6 (Inforce Contracts). (16) (p) Earnings Enhancement Death Benefit Rider. (7) (q) Simple Retirement Annuity Rider. (12) (r) 403(b) Retirement Annuity Rider. (12) (s) Company Address and Name Change Endorsement. (16) (5)(a) Individual Deferred Combination Variable and Fixed Annuity Application. (15) (b) Group Deferred Combination Variable and Fixed Annuity Enrollment Form.(4) (6)(a) Amended and Restated Articles of Incorporation of ING USA Annuity and Life Insurance Company, dated (01/01/04). (16) (b) Amended and Restated By-Laws of ING USA annuity and Life Insurance Company, dated (01/01/04). (16) (c) Resolution of the board of directors for Powers of Attorney, dated (04/23/99) (3) (d) Articles of Merger and Agreement and Plan of Merger of USGALC, ULAIC, ELICI into GALIC and renamed ING USA Annuity and Life Insurance Company, dated (06/25/03). (16) (7) Not applicable (8)(a) Participation Agreement between Golden American and The PIMCO Variable Insurance Trust. (3) (b) Administrative Services Agreement between Golden American and Equitable Life Insurance Company of Iowa. (2) (c) Service Agreement between Golden American and Directed Services, Inc. (2) (d) Participation Agreement between Golden American and The Prudential Series Fund, Inc. (5) (e) Amendment to the Participation Agreement between Golden American and The Prudential Series Fund, Inc. (6) (f) Form of Participation Agreement between Golden American and ProFunds. (8) (g) Form of Services Agreement among Golden American Life Insurance Company and ING affiliated Insurance Companies. (9) (h) Form of Services Agreement between Golden American Life Insurance Company and ING North American Insurance Corporation, Inc. (9) (i) Form of Shared Services Center Agreement among ING North American Insurance Corporation, Inc. and ING affiliated Insurance Companies. (9) (j) Participation Agreement between Golden American and ING Variable Products Trust. (10) (k) Participation Agreement between Golden American and ING Variable Insurance Trust. (10) (l) Participation Agreement between Golden American and AIM Variable Insurance Funds, Inc. (10) (m) Participation Agreement between Golden American and INVESCO Variable Investment Funds, Inc. (10) (n) Participation Agreement between Golden American and Pioneer Variable Contracts Trust. (10) (o) Participation Agreement between Golden American and Fidelity Distributors Corporation. (10) (p) Form of Participation Agreement between Golden American, American Funds Insurance Series and Capital Research and Management Company. (14) (9) Opinion and Consent of James A. Shuchart, Esq. (10)(a) Consent of Independent Registered Public Accounting Firm (b) Consent of James A. Shuchart, Esq., incorporated in Item 9 of this Part C, together with the Opinion of James Shuchart, Esq. (11) Not applicable (12) Not applicable (13) Not applicable (14) Not applicable (15) Powers of Attorney. - ------------------------------- 1) Incorporated herein by reference to Pre-Effective Amendment No. 1 to a Registration Statement on Form N-4 for Golden American Life Insurance Company Separate Account B filed with the Securities and Exchange Commission on September 24, 1997 (File Nos. 333-28769, 811-5626). 2) Incorporated herein to Post-Effective Amendment No. 2 to a Registration Statement on Form N-4 for on Form N-4 for Golden American Life Insurance Company Separate Account B filed with the Securities and Exchange Commission on April 30, 1998 (File Nos. 333-28769, 811-5626). 3) Incorporated herein by reference to Post-Effective Amendment No. 3 to a Registration Statement on Form N-4 for Golden American Life Insurance Company Separate Account B filed with the Securities and Exchange Commission on April 23, 1999 (File Nos. 333-28769, 811-5626). 4) Incorporated herein by reference to Post-Effective Amendment No. 4 to a Registration Statement on Form N-4 for Golden American Life Insurance Company Separate Account B filed with the Securities and Exchange Commission on December 3, 1999 (File Nos. 333-28769, 811-5626). 5) Incorporated herein by reference to Post-Effective Amendment No. 6 to a Registration Statement on Form N-4 for Golden American Life Insurance Company Separate Account B filed with the Securities and Exchange Commission on April 26, 2000 (File Nos. 333-28769, 811-5626). 6) Incorporated herein by reference to Post-Effective Amendment No. 10 to a Registration Statement on Form N-4 for Golden American Life Insurance Company Separate Account B filed with the Securities and Exchange Commission on December 15, 2000 (File Nos. 333-28769, 811-5626). 7) Incorporated herein by reference to Post-Effective Amendment No. 11 to a Registration Statement on Form N-4 for Golden American Life Insurance Company Separate Account B filed with the Securities and Exchange Commission on February 23, 2001 (File Nos. 333-28769, 811-5626). 8) Incorporated herein by reference to Post-Effective Amendment No. 12 to a Registration Statement on Form N-4 for Golden American Life Insurance Company Separate Account B filed with the Securities and Exchange Commission on April 23, 2001 (File Nos. 333-28769, 811-5626). 9) Incorporated herein by reference to Post-Effective Amendment No. 14 to a Registration Statement on Form N-4 for Golden American Life Insurance Company Separate Account B filed with the Securities and Exchange Commission on December 14, 2001 (File Nos. 333-28769, 811-5626). 10) Incorporated herein by reference to Post-Effective Amendment No. 32 to a Registration Statement on Form N-4 for Golden American Life Insurance Company Separate Account B filed with the Securities and Exchange Commission on April 29, 2002 (File Nos. 033-23351, 811-5626). 11) Incorporated herein by reference to Post-Effective Amendment No. 20 to a Registration Statement on Form N-4 for Golden American Life Insurance Company Separate Account B filed with the Securities and Exchange Commission on October 28, 2002 (File Nos. 333-28769, 811-5626). 12) Incorporated herein by reference to Post-Effective Amendment No. 34 to a Registration Statement on Form N-4 for Golden American Life Insurance Company Separate Account B filed with the Securities and Exchange Commission on April 15, 2003 (File Nos. 033-23351, 811-5626). 13) Incorporated herein by reference to Post-Effective Amendment No. 3 to a Registration Statement on Form N-4 for Golden American Life Insurance Company Separate Account B filed with the Securities and Exchange Commission on June 5, 2003 (File Nos. 333-70600, 811-5626). 14) Incorporated herein by Reference to Pre-Effective Amendment No. 1 to a Registration Statement on Form N-6, for ReliaStar Life Insurance Company Select * Life Variable Account filed with the Securities and Exchange Commission on July 17, 2003 (File Number 333-105319). 15) Incorporated herein by reference to Post-Effective Amendment No. 24 to a Registration Statement on Form N-4 for Golden American Life Insurance Company Separate Account B filed with the Securities and Exchange Commission on November 12, 2003 (File Nos. 333-28769, 811-5626). 16) Incorporated herein by reference to Post-Effective Amendment No. 25 to a Registration Statement on Form N-4 for ING USA Annuity and Life Insurance Company Separate Account B filed with the Securities and Exchange Commission on February 13, 2004 (File Nos. 333-28679, 811-5626). 17) Incorporated herein by reference to Post-Effective Amendment No. 26 to a Registration Statement on Form N-4 for ING USA Annuity and Life Insurance Company Separate Account B filed with the Securities and Exchange Commission on April 13, 2004 (File Nos. 333-28755, 811-5626). ITEM 25: DIRECTORS AND OFFICERS OF THE DEPOSITOR Principal Position(s) Name Business Address with Depositor - ---- ---------------- -------------- Harry Stout ING USA Annuity and Life In. Co. President 1475 Dunwoody Drive West Chester, PA 19380 Jacques de Vaucleroy ING Insurance Operations Director 5780 Powers Ferry Road Atlanta, GA 30327-4390 Catherine H. Smith ING Life Insurance and Director Annuity Company 151 Farmington Avenue Hartford, CT 06156 Boyd G. Combs ING Insurance Operations Senior Vice President 5780 Powers Ferry Road Atlanta, GA 30327-4390 Shaun P. Mathews ING Life Insurance and Senior Vice President Annuity Company 151 Farmington Avenue Hartford, CT 06156 James R. Gelder ReliaStar Life Insurance Co. Senior Vice President 20 Washington Avenue South Minneapolis, MN 55402 James R. McInnis ING USA Annuity and Life In. Co. Senior Vice President 1475 Dunwoody Drive West Chester, PA 19380 Stephen J. Preston ING USA Annuity and Life In. Co. Senior Vice President 1475 Dunwoody Drive West Chester, PA 19380 Kathleen A. Murphy ING Insurance Operations Director 5780 Powers Ferry Road Atlanta, GA 30327-4390 Thomas J. McInerney ING Insurance Operations Director and Chairman 5780 Powers Ferry Road Atlanta, GA 30327-4390 Andrew D. Chua ING Institutional President, ING 1290 Broadway Institutional Markets Denver, CO 80203 David A. Wheat ING Insurance Operations Chief Financial Officer 5780 Powers Ferry Road Director and Senior Vice Atlanta, GA 30327-4390 President Roger W. Fisher ING Insurance Operations Vice President and 5780 Powers Ferry Road Chief Accounting Atlanta, GA 30327-4390 Officer David L. Jacobson ING USA Annuity and Life In. Co. Vice President, Chief 1475 Dunwoody Drive Compliance Officer and West Chester, PA 19380 Assistant Secretary David S. Pendergrass ING Insurance Operations Vice President and 5780 Powers Ferry Road Treasurer Atlanta, GA 30327-4390 Paula Cludray-Engelke ReliaStar Life Insurance Co. Secretary 20 Washington Avenue South Minneapolis, MN 55402 ITEM 26: PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR REGISTRANT The following persons control or are under common control with the Depositor: DIRECTED SERVICES, INC. ("DSI") - This corporation is a general business corporation organized under the laws of the State of New York, and is wholly owned by ING Groep, N.V. ("ING"). The primary purpose of DSI is to act as a broker-dealer in securities. It acts as the principal underwriter and distributor of variable insurance products including variable annuities as required by the SEC. The contracts are issued by the Depositor. DSI also has the power to carry on a general financial, securities, distribution, advisory or investment advisory business; to act as a general agent or broker for insurance companies and to render advisory, managerial, research and consulting services for maintaining and improving managerial efficiency and operation. DSI is also registered with the SEC as an investment adviser. The Depositor is under common control with a New York company, ReliaStar Life Insurance Company of New York ("RLNY"). The primary purpose of RLNY is to offer variable products in the state of New York. The registrant is a segregated asset account of the Company and is therefore owned and controlled by the Company. All of the Company's outstanding stock is owned and controlled by ING. Various companies and other entities controlled by ING may therefore be considered to be under common control with the registrant or the Company. Such other companies and entities, together with the identity of their controlling persons (where applicable), are set forth on the following organizational chart. Subsidiaries of ING Groep N.V. incorporated herein by reference to Item 26 in Post-Effective Amendment No. 2 to Registration Statement on Form N-4 (File No. 333-90516), as filed on April 9, 2004 for Separate Account B of ING USA Annuity and Life Insurance Company. ITEM 27: NUMBER OF CONTRACT OWNERS As of November 30, 2004, there are 198,292 qualified contract owners and 160,419 non-qualified contract owners in ING USA's Separate Account B. ITEM 28: INDEMNIFICATION ING USA shall indemnify (including therein the prepayment of expenses) any person who is or was a director, officer or employee, or who is or was serving at the request of ING USA as a director, officer or employee of another corporation, partnership, joint venture, trust or other enterprise for expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him with respect to any threatened, pending or completed action, suit or proceedings against him by reason of the fact that he is or was such a director, officer or employee to the extent and in the manner permitted by law. ING USA may also, to the extent permitted by law, indemnify any other person who is or was serving ING USA in any capacity. The Board of Directors shall have the power and authority to determine who may be indemnified under this paragraph and to what extent (not to exceed the extent provided in the above paragraph) any such person may be indemnified. ING USA or its parents may purchase and maintain insurance on behalf of any such person or persons to be indemnified under the provision in the above paragraphs, against any such liability to the extent permitted by law. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers and controlling persons of the Registrant, as provided above or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification by the Depositor is against public policy, as expressed in the Securities Act of 1933, and therefore may be unenforceable. In the event that a claim of such indemnification (except insofar as it provides for the payment by the Depositor of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted against the Depositor by such director, officer or controlling person and the SEC is still of the same opinion, the Depositor or 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 of whether such indemnification by the Depositor is against public policy as expressed by the Securities Act of 1933 and will be governed by the final adjudication of such issue. ITEM 29: PRINCIPAL UNDERWRITER (a) At present, Directed Services, Inc. ("DSI"), the Registrant's Distributor, serves as principal underwriter for all contracts issued by ING USA Annuity and Life Insurance Company. DSI is the principal underwriter for Separate Account A, Separate Account B, ING USA Separate Account EQ (formerly known as Equitable Life Insurance Company of Iowa Separate Account A), ReliaStar Life Insurance Company of New York Separate Account NY-B, Alger Separate Account A of ING USA and the ING Investors Trust. (b) The following information is furnished with respect to the principal officers and directors of Directed Services, Inc., the Registrant's Distributor. The principal business address for each officer and director following is 1475 Dunwoody Drive, West Chester, PA 19380-1478, unless otherwise noted. Name and Principal Positions and Offices Business Address with Underwriter - -------------------- --------------------- James R. McInnis Director and President Alan G. Hoden Director Matthew J. Rider Director David S. Pendergrass Vice President and Treasurer ING Insurance Operations 5780 Powers Ferry Road Atlanta, GA 30327-4390 David L. Jacobson Senior Vice President James A. Shuchart Secretary and General Counsel (c) 2003 Net Name of Underwriting Compensation Principal Discounts and on Brokerage Underwriter Commissions Redemption Commissions Compensation - ----------- ------------ ------------- ----------- ------------ DSI $270,633,000 $0 $0 $0 ITEM 30: LOCATION OF ACCOUNTS AND RECORDS All accounts, books and other documents required to be maintained by Section 31(a) of the 1940 Act and the rules under it relating to the securities described in and issued under this Registration Statement are maintained by the Depositor and located at: 909 Locust Street, Des Moines, Iowa 50309, 1475 Dunwoody Drive, West Chester, PA 19380 and at 5780 Powers Ferry Road, N.W., Atlanta, GA 30327-4390. ITEM 31: MANAGEMENT SERVICES None. ITEM 32: UNDERTAKINGS (a) Registrant hereby undertakes to file a post-effective amendment to this registration statement as frequently as it is necessary to ensure that the audited financial statements in the registration statement are never more than 16 months old so long as payments under the variable annuity contracts may be accepted. (b) Registrant hereby undertakes to include either (1) as part of any application to purchase a contract offered by the prospectus, a space that an applicant can check to request a Statement of Additional Information, or (2) a post card or similar written communication affixed to or included in the prospectus that the applicant can remove to send for a Statement of Additional Information; and, (c) Registrant hereby undertakes to deliver any Statement of Additional Information and any financial statements required to be made available under this Form promptly upon written or oral request. REPRESENTATIONS 1. The account meets the definition of a "separate account" under federal securities laws. 2. ING USA Annuity and Life Insurance Company hereby represents that the fees and charges deducted under the Contract described in the Prospectus, in the aggregate, are reasonable in relation to the services rendered, the expenses to be incurred and the risks assumed by the Company. SIGNATURES As required by the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant, Separate Account B, has duly caused this Post-Effective Amendment to Registration Statement to be signed on its behalf in the City of West Chester, Commonwealth of Pennsylvania, on the 21st day of December, 2004. SEPARATE ACCOUNT B (Registrant) By: ING USA ANNUITY AND LIFE INSURANCE COMPANY (Depositor) By: -------------------- Harry Stout* President (principle executive officer) By: /s/ Linda E. Senker ------------------------ Linda E. Senker Counsel of Depositor As required by the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed by the following persons in the capacities indicated on December 21, 2004. Signature Title - --------- ----- President - -------------------- (principle executive officer) Harry Stout* Chief Accounting Officer - -------------------- Roger W. Fisher* DIRECTORS OF DEPOSITOR - ---------------------- David A. Wheat* Chief Financial Officer (principle accounting officer) - ---------------------- Jacques de Vaucleroy* - ---------------------- Thomas J. McInerney* - ---------------------- Kathleen A. Murphy* - ---------------------- Catherine H. Smith* By: /s/ Linda E. Senker ------------------------ Linda E. Senker Counsel of Depositor *Executed by Linda E. Senker on behalf of those indicated pursuant to Power of Attorney. EXHIBIT INDEX ITEM EXHIBIT PAGE # - ---- ------- -------- 9 Opinion and Consent of James A. Shuchart EX-99.B9 10(a) Consent of Independent Registered Public Accounting Firm EX-99.B10A 15 Powers of Attorney EX-99.B15 EX-99.B9 2 opinionltrn4.txt OPINION LETTER ING JAMES A. SHUCHART Counsel December 21, 2004 Members of the Board of Directors ING USA Annuity and Life Insurance Company 1475 Dunwoody Drive West Chester, PA 19380-1478 Gentlemen: In my capacity as Counsel for ING USA Annuity and Life Insurance Company (the "Company"), I have examined the form of Registration Statement on Form N-4 to be filed by you with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended, of an indefinite number of units of interest in Separate Account B of the Company (the "Account"). I am familiar with the proceedings taken and proposed to be taken in connection with the authorization, issuance and sale of units. Based upon my examination and upon my knowledge of the corporate activities relating to the Account, it is my opinion that: (1) The Company was organized in accordance with the laws of the State of Iowa and is a duly authorized stock life insurance company under the laws of Delaware and the laws of those states in which the Company is admitted to do business; (2) The Account is a validly established separate investment account of the Company; (3) Under Iowa law, the portion of the assets to be held in the Account equals the reserve and other liabilities for variable benefits under variable annuity contracts to be issued by the Account, and such assets are not chargeable with liabilities arising out of any other business the Company conducts; (4) The units and the variable annuity contracts will, when issued and sold in the manner described in the registration statement, be legal and binding obligations of the Company and will be legally and validly issued, fully paid, and non-assessable. I hereby consent to the filing of this opinion as an exhibit to the registration statement and to the reference to my name under the heading "Legal Matters" in the prospectus contained in said registration statement. In giving this consent I do not thereby admit that I come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the Rules and Regulations of the Securities and Exchange Commission thereunder. Sincerely, /s/James A. Shuchart - --------------------- 1475 Dunwoody Drive Tel: 610-425-3563 West Chester, PA 19380-1478 Fax: 610-425-3520 EX-99.B10A 3 eyconsent.txt CONSENT OF IND. REGISTERED PUBLIC ACC. FIRM Exhibit 10(a) - Consent of Ernst and Young LLP, Independent Registered Public Accounting Firm We consent to the reference to our firm under the captions "Experts" and "Independent Auditors" and to the use of our report dated March 22, 2004, with respect to the financial statements of ING USA Annuity and Life Insurance Company as of December 31, 2003 and 2002 and for each of the three years in the period ended December 31, 2003, and to the use of our report dated March 15, 2004, with respect to the statement of assets and liabilities of Separate Account B as of December 31, 2003, and the related statement of operations for the year then ended, and the statements of changes in net assets for each of the two years in the period then ended, included in Post-Effective Amendment No. 29 of the Registration Statement (Form N-4 No. 333-28769) and the related Prospectus and Statement of Additional Information. We also consent to the use of our reports dated March 22, 2004 relating to the statutory-basis financial statements of Equitable Life Insurance Company of Iowa, United Life and Annuity Insurance Company and USG Annuity & Life Company as of December 31, 2003 and 2002 and for the years then ended included in this Registration Statement, related Prospectus and Statement of Additional Information. Our audits (to which the date of our report is March 22, 2004) also included the financial statement schedules of ING USA Annuity and Life Insurance Company. These schedules are the responsibility of the Company's management. Our responsibility is to express an opinion based on our audits. In our opinion, the financial statement schedules referred to above, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein. /s/ Ernst & Young, LLP Atlanta, Georgia December 15, 2004 EX-99.B15 4 poa.txt POWER OF ATTORNEY POWER OF ATTORNEY PURSUANT TO ITEM 601.(B)(24) OF REGULATION SK AND RULE 462(B) OF THE SECURITIES ACT OF 1933 The undersigned on behalf of the companies set forth below hereby constitutes and appoints the individuals set forth below and each of them individually, my true and lawful attorneys, with full power to them and each of them to sign for me, and in my name and in the capacities indicated below, any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission under the Securities Act of 1933 and the Investment Company Act of 1940. RELIASTAR LIFE INSURANCE COMPANY: As President of RELIASTAR LIFE INSURANCE COMPANY I hereby appoint J. Neil McMurdie, Michael A. Pignatella, Julie E. Rockmore and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 002-66542 033-65870 333-69431 002-75185 033-69892 333-92000 002-95392 333-18517 333-100207 033-57244 333-30614 333-100208 033-73058 333-47094 333-100209 333-105319 Registration Statements filed under the Investment Company Act of 1940: 811-04208 811-03341 811-9002 811-08224 811-02997 POWER OF ATTORNEY PURSUANT TO ITEM 601.(B)(24) OF REGULATION SK AND RULE 462(B) OF THE SECURITIES ACT OF 1933 The undersigned on behalf of the company set forth below hereby constitutes and appoints the individuals set forth below and each of them individually, my true and lawful attorneys, with full power to them and each of them to sign for me, and in my name and in the capacity indicated below, any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission under the Securities Act of 1933 and the Investment Company Act of 1940. ING LIFE INSURANCE AND ANNUITY COMPANY: As President of ING LIFE INSURANCE AND ANNUITY COMPANY I hereby appoint J. Neil McMurdie, Michael Pignatella; Julie E. Rockmore, Linda Senker and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 2-52448 33-75972 33-76026 333-60016 2-52449 33-75974 33-79118 333-69574 33-02339 33-75976 33-79122 333-72079 33-34370 33-75978 33-81216 333-86276 33-42555 33-75980 33-87642 333-86278 33-60477 33-75982 33-87932 333-87305 33-61897 33-75984 33-88720 333-89953 33-62473 33-75986 33-88722 333-101761 33-64277 33-75988 33-88724 333-104456 33-75248 33-75990 33-89858 333-105479 33-75954 33-75992 33-91846 333-109622 33-75956 33-75994 333-01107 333-109860 33-75958 33-75996 333-09515 33-75960 33-75998 333-15817 33-75962 33-76000 333-27337 33-75964 33-76002 333-37448 33-75966 33-76004 333-49176 33-75968 33-76018 333-49495 33-75970 33-76024 333-56297 Registration Statements filed under the Investment Company Act of 1940: 811-02512 811-02513 811-04536 811-05906 811-09665 ING INSURANCE COMPANY OF AMERICA: As President of ING INSURANCE COMPANY OF AMERICA I hereby appoint J. Neil McMurdie, Michael Pignatella; Julie E. Rockmore, Linda Senker and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 33-59749 33-63657 333-49581 33-62481 33-80750 333-87131 Registration Statements filed under the Investment Company Act of 1940: 811-08582 RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK: As Director of RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK I hereby appoint J. Neil McMurdie, Linda Senker and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 002-53949 333-47527 333-104540 002-53950 333-52358 333-115515 002-69327 333-61879 333-114338 002-76642 333-75938 333-117617 033-11489 333-85326 333-19123 333-85618 Registration Statements filed under the Investment Company Act of 1940: 811-04208 811-03341 811-9002 811-08224 811-02997 hereby ratifying and confirming on this 4th day of November, 2004, my signature as it may be signed by my said attorneys to any such Registration Statements and any and all amendments thereto. Signature /s/ Brian D. Comer ------------------ Brian D. Comer POWER OF ATTORNEY PURSUANT TO ITEM 601.(B)(24) OF REGULATION SK AND RULE 462(B) OF THE SECURITIES ACT OF 1933 The undersigned on behalf of the company set forth below hereby constitutes and appoints the individuals set forth below and each of them individually, my true and lawful attorneys, with full power to them and each of them to sign for me, and in my name and in the capacity indicated below, any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission under the Securities Act of 1933 and the Investment Company Act of 1940. RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK: As Director of RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK I hereby appoint J. Neil McMurdie, Linda Senker and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 002-53949 333-47527 333-104540 002-53950 333-52358 333-115515 002-69327 333-61879 333-114338 002-76642 333-75938 333-117617 033-11489 333-85326 333-19123 333-85618 Registration Statements filed under the Investment Company Act of 1940: 811-02579 811-02580 811-03098 811-03427 811-07935 811-08965 hereby ratifying and confirming on this 16th day of November, 2004, my signature as it may be signed by my said attorneys to any such Registration Statements and any and all amendments thereto. Signature /s/ R. Michael Conley --------------------- R. Michael Conley POWER OF ATTORNEY PURSUANT TO ITEM 601.(B)(24) OF REGULATION SK AND RULE 462(B) OF THE SECURITIES ACT OF 1933 The undersigned on behalf of the companies set forth below hereby constitutes and appoints the individuals set forth below and each of them individually, my true and lawful attorneys, with full power to them and each of them to sign for me, and in my name and in the capacities indicated below, any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission under the Securities Act of 1933 and the Investment Company Act of 1940. ING LIFE INSURANCE AND ANNUITY COMPANY: As Director of ING LIFE INSURANCE AND ANNUITY COMPANY I hereby appoint J. Neil McMurdie, Michael Pignatella; Julie E. Rockmore, Linda Senker and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 2-52448 33-75972 33-76026 333-60016 2-52449 33-75974 33-79118 333-69574 33-02339 33-75976 33-79122 333-72079 33-34370 33-75978 33-81216 333-86276 33-42555 33-75980 33-87642 333-86278 33-60477 33-75982 33-87932 333-87305 33-61897 33-75984 33-88720 333-89953 33-62473 33-75986 33-88722 333-101761 33-64277 33-75988 33-88724 333-104456 33-75248 33-75990 33-89858 333-105479 33-75954 33-75992 33-91846 333-109622 33-75956 33-75994 333-01107 333-109860 33-75958 33-75996 333-09515 33-75960 33-75998 333-15817 33-75962 33-76000 333-27337 33-75964 33-76002 333-37448 33-75966 33-76004 333-49176 33-75968 33-76018 333-49495 33-75970 33-76024 333-56297 Registration Statements filed under the Investment Company Act of 1940: 811-02512 811-02513 811-04536 811-05906 811-09665 ING INSURANCE COMPANY OF AMERICA: As Director of ING INSURANCE COMPANY OF AMERICA I hereby appoint J. Neil McMurdie, Michael Pignatella; Julie E. Rockmore, Linda Senker and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 33-59749 33-63657 333-49581 33-62481 33-80750 333-87131 Registration Statements filed under the Investment Company Act of 1940: 811-08582 ING USA ANNUITY AND LIFE INSURANCE COMPANY: As Director and President of ING USA ANNUITY AND LIFE INSURANCE COMPANY I hereby appoint Linda Senker, Michael A. Pignatella and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 33-23351 333-33914 333-66757 333-104547 33-34827 333-33924 333-70600 333-104548 33-59261 333-35592 333-70602 333-111686 333-28679 333-57212 333-90516 333-116137 333-28755 333-57218 333-101481 333-117260 333-28769 333-63692 333-104539 333-118851 333-30180 333-63694 333-104546 Registration Statements filed under the Investment Company Act of 1940: 811-05626 811-8524 RELIASTAR LIFE INSURANCE COMPANY: As Director of RELIASTAR LIFE INSURANCE COMPANY I hereby appoint J. Neil McMurdie, Michael A. Pignatella, Julie E. Rockmore and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 002-66542 033-65870 333-69431 002-75185 033-69892 333-92000 002-95392 333-18517 333-100207 033-57244 333-30614 333-100208 033-73058 333-47094 333-100209 333-105319 Registration Statements filed under the Investment Company Act of 1940: 811-04208 811-03341 811-9002 811-08224 811-02997 SECURITY LIFE OF DENVER INSURANCE COMPANY: As Director of SECURITY LIFE OF DENVER INSURANCE COMPANY I hereby appoint J. Neil McMurdie and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 33-74190 333-50278 333-119440 33-78444 333-72753 333-119438 33-88148 333-73464 333-119439 333-34402 333-90577 333-34404 333-117329 Registration Statements filed under the Investment Company Act of 1940: 811-08292 811-08196 811-108976 811-09106 hereby ratifying and confirming on this 4th day of November, 2004, my signature as it may be signed by my said attorneys to any such Registration Statements and any and all amendments thereto. Signature /s/ Jacques de Vaucleroy ------------------------ Jacques de Vaucleroy POWER OF ATTORNEY PURSUANT TO ITEM 601.(B)(24) OF REGULATION SK AND RULE 462(B) OF THE SECURITIES ACT OF 1933 The undersigned on behalf of the company set forth below hereby constitutes and appoints the individuals set forth below and each of them individually, my true and lawful attorneys, with full power to them and each of them to sign for me, and in my name and in the capacities indicated below, any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission under the Securities Act of 1933 and the Investment Company Act of 1940. ING USA ANNUITY AND LIFE INSURANCE COMPANY: As President of ING USA ANNUITY AND LIFE INSURANCE COMPANY I hereby appoint Linda Senker, Michael A. Pignatella and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 33-23351 333-33914 333-66757 333-104547 33-34827 333-33924 333-70600 333-104548 33-59261 333-35592 333-70602 333-111686 333-28679 333-57212 333-90516 333-116137 333-28755 333-57218 333-101481 333-117260 333-28769 333-63692 333-104539 333-118851 333-30180 333-63694 333-104546 Registration Statements filed under the Investment Company Act of 1940: 811-05626 811-08524 hereby ratifying and confirming on this 14th day of December, 2004, my signature as it may be signed by my said attorneys to any such Registration Statements and any and all amendments thereto. Signature /s/ Harry N. Stout ------------------ Harry Stout POWER OF ATTORNEY PURSUANT TO ITEM 601.(B)(24) OF REGULATION SK AND RULE 462(B) OF THE SECURITIES ACT OF 1933 The undersigned on behalf of the companies set forth below hereby constitutes and appoints the individuals set forth below and each of them individually, my true and lawful attorneys, with full power to them and each of them to sign for me, and in my name and in the capacities indicated below, any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission under the Securities Act of 1933 and the Investment Company Act of 1940. ING LIFE INSURANCE AND ANNUITY COMPANY: As Chief Accounting Officer of ING LIFE INSURANCE AND ANNUITY COMPANY I hereby appoint J. Neil McMurdie, Michael Pignatella; Julie E. Rockmore, Linda Senker and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 2-52448 33-75972 33-76026 333-60016 2-52449 33-75974 33-79118 333-69574 33-02339 33-75976 33-79122 333-72079 33-34370 33-75978 33-81216 333-86276 33-42555 33-75980 33-87642 333-86278 33-60477 33-75982 33-87932 333-87305 33-61897 33-75984 33-88720 333-89953 33-62473 33-75986 33-88722 333-101761 33-64277 33-75988 33-88724 333-104456 33-75248 33-75990 33-89858 333-105479 33-75954 33-75992 33-91846 333-109622 33-75956 33-75994 333-01107 333-109860 33-75958 33-75996 333-09515 33-75960 33-75998 333-15817 33-75962 33-76000 333-27337 33-75964 33-76002 333-37448 33-75966 33-76004 333-49176 33-75968 33-76018 333-49495 33-75970 33-76024 333-56297 Registration Statements filed under the Investment Company Act of 1940: 811-02512 811-02513 811-04536 811-05906 811-09665 ING INSURANCE COMPANY OF AMERICA: As Chief Accounting Officer of ING INSURANCE COMPANY OF AMERICA I hereby appoint J. Neil McMurdie, Michael Pignatella; Julie E. Rockmore, Linda Senker and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 33-59749 33-63657 333-49581 33-62481 33-80750 333-87131 Registration Statements filed under the Investment Company Act of 1940: 811-08582 ING USA ANNUITY AND LIFE INSURANCE COMPANY: As Chief Accounting Officer of ING USA ANNUITY AND LIFE INSURANCE COMPANY I hereby appoint Linda Senker, Michael A. Pignatella and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 33-23351 333-33914 333-66757 333-104547 33-34827 333-33924 333-70600 333-104548 33-59261 333-35592 333-70602 333-111686 333-28679 333-57212 333-90516 333-116137 333-28755 333-57218 333-101481 333-117260 333-28769 333-63692 333-104539 333-118851 333-30180 333-63694 333-104546 Registration Statements filed under the Investment Company Act of 1940: 811-05626 811-8524 RELIASTAR LIFE INSURANCE COMPANY: As Chief Accounting Officer of RELIASTAR LIFE INSURANCE COMPANY I hereby appoint J. Neil McMurdie, Michael A. Pignatella, Julie E. Rockmore and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 002-66542 033-65870 333-69431 002-75185 033-69892 333-92000 002-95392 333-18517 333-100207 033-57244 333-30614 333-100208 033-73058 333-47094 333-100209 333-105319 Registration Statements filed under the Investment Company Act of 1940: 811-04208 811-03341 811-9002 811-08224 811-02997 RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK: As Chief Accounting Officer of RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK I hereby appoint J. Neil McMurdie, Linda Senker and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 002-53949 333-47527 333-104540 002-53950 333-52358 333-115515 002-69327 333-61879 333-114338 002-76642 333-75938 333-117617 033-11489 333-85326 333-19123 333-85618 Registration Statements filed under the Investment Company Act of 1940: 811-02579 811-02580 811-03098 811-03427 811-07935 811-08965 SECURITY LIFE OF DENVER INSURANCE COMPANY: As Chief Accounting Officer of SECURITY LIFE OF DENVER INSURANCE COMPANY I hereby appoint J. Neil McMurdie and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 33-74190 333-50278 333-119440 33-78444 333-72753 333-119437 33-88148 333-73464 333-119438 333-34402 333-90577 333-119439 333-34404 333-117329 Registration Statements filed under the Investment Company Act of 1940: 811-08292 811-08196 811-08976 811-09106 hereby ratifying and confirming on this 16th day of November 2004, my signature as it may be signed by my said attorneys to any such Registration Statements and any and all amendments thereto. Signature /s/ Roger W. Fisher ------------------- Roger W. Fisher POWER OF ATTORNEY PURSUANT TO ITEM 601.(B)(24) OF REGULATION SK AND RULE 462(B) OF THE SECURITIES ACT OF 1933 The undersigned on behalf of the company set forth below hereby constitutes and appoints the individuals set forth below and each of them individually, my true and lawful attorneys, with full power to them and each of them to sign for me, and in my name and in the capacities indicated below, any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission under the Securities Act of 1933 and the Investment Company Act of 1940. RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK: As Director, President and Chief Executive Officer of RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK I hereby appoint J. Neil McMurdie, Linda Senker and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 002-53949 333-47527 333-104540 002-53950 333-52358 333-115515 002-69327 333-61879 333-114338 002-76642 333-75938 333-117617 033-11489 333-85326 333-19123 333-85618 Registration Statements filed under the Investment Company Act of 1940: 811-02579 811-02580 811-03098 811-03427 811-07935 811-08965 hereby ratifying and confirming on this 16th day of November, 2004, my signature as it may be signed by my said attorneys to any such Registration Statements and any and all amendments thereto. Signature /s/ James R. Gelder ------------------- James R. Gelder POWER OF ATTORNEY PURSUANT TO ITEM 601.(B)(24) OF REGULATION SK AND RULE 462(B) OF THE SECURITIES ACT OF 1933 The undersigned on behalf of the company set forth below hereby constitutes and appoints the individuals set forth below and each of them individually, my true and lawful attorneys, with full power to them and each of them to sign for me, and in my name and in the capacity indicated below, any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission under the Securities Act of 1933 and the Investment Company Act of 1940. RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK: As Director of RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK I hereby appoint J. Neil McMurdie, Linda Senker and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 002-53949 333-47527 333-104540 002-53950 333-52358 333-115515 002-69327 333-61879 333-114338 002-76642 333-75938 333-117617 033-11489 333-85326 333-19123 333-85618 Registration Statements filed under the Investment Company Act of 1940: 811-02579 811-02580 811-03098 811-03427 811-07935 811-08965 hereby ratifying and confirming on this 16th day of November, 2004, my signature as it may be signed by my said attorneys to any such Registration Statements and any and all amendments thereto. Signature /s/ Ulric Haynes, Jr. --------------------- Ulric Haynes, Jr. POWER OF ATTORNEY PURSUANT TO ITEM 601.(B)(24) OF REGULATION SK AND RULE 462(B) OF THE SECURITIES ACT OF 1933 The undersigned on behalf of the company set forth below hereby constitutes and appoints the individuals set forth below and each of them individually, my true and lawful attorneys, with full power to them and each of them to sign for me, and in my name and in the capacities indicated below, any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission under the Securities Act of 1933 and the Investment Company Act of 1940. RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK: As Director of RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK I hereby appoint J. Neil McMurdie, Linda Senker and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 002-53949 333-47527 333-104540 002-53950 333-52358 333-115515 002-69327 333-61879 333-114338 002-76642 333-75938 333-117617 033-11489 333-85326 333-19123 333-85618 Registration Statements filed under the Investment Company Act of 1940: 811-02579 811-02580 811-03098 811-03427 811-07935 811-08965 hereby ratifying and confirming on this 4th day of November, 2004, my signature as it may be signed by my said attorneys to any such Registration Statements and any and all amendments thereto. Signature /s/ Audrey R. Kavanagh ---------------------- Audrey R. Kavanagh POWER OF ATTORNEY URSUANT TO ITEM 601.(B)(24) OF REGULATION SK AND RULE 462(B) OF THE SECURITIES ACT OF 1933 The undersigned on behalf of the company set forth below hereby constitutes and appoints the individuals set forth below and each of them individually, my true and lawful attorneys, with full power to them and each of them to sign for me, and in my name and in the capacity indicated below, any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission under the Securities Act of 1933 and the Investment Company Act of 1940. RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK: As Director of RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK I hereby appoint J. Neil McMurdie, Linda Senker and Kimberly J. Smith. 002-53949 333-47527 333-104540 002-53950 333-52358 333-115515 002-69327 333-61879 333-114338 002-76642 333-75938 333-117617 033-11489 333-85326 333-19123 333-85618 Registration Statements filed under the Investment Company Act of 1940: 811-02579 811-02580 811-03098 811-03427 811-07935 811-08965 hereby ratifying and confirming on this 4th day of November, 2004, my signature as it may be signed by my said attorneys to any such Registration Statements and any and all amendments thereto. Signature /s/ James F. Lille ------------------ James F. Lille POWER OF ATTORNEY PURSUANT TO ITEM 601.(B)(24) OF REGULATION SK AND RULE 462(B) OF THE SECURITIES ACT OF 1933 The undersigned on behalf of the company set forth below hereby constitutes and appoints the individuals set forth below and each of them individually, my true and lawful attorneys, with full power to them and each of them to sign for me, and in my name and in the capacity indicated below, any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission under the Securities Act of 1933 and the Investment Company Act of 1940. RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK: As Director of RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK I hereby appoint J. Neil McMurdie, Linda Senker and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 002-53949 333-47527 333-104540 002-53950 333-52358 333-115515 002-69327 333-61879 333-114338 002-76642 333-75938 333-117617 033-11489 333-85326 333-19123 333-85618 Registration Statements filed under the Investment Company Act of 1940: 811-02579 811-02580 811-03098 811-03427 811-07935 811-08965 hereby ratifying and confirming on this 10th day of November, 2004, my signature as it may be signed by my said attorneys to any such Registration Statements and any and all amendments thereto. Signature /s/ Gregory McGreevey --------------------- Gregory McGreevey POWER OF ATTORNEY PURSUANT TO ITEM 601.(B)(24) OF REGULATION SK AND RULE 462(B) OF THE SECURITIES ACT OF 1933 The undersigned on behalf of the companies set forth below hereby constitutes and appoints the individuals set forth below and each of them individually, my true and lawful attorneys, with full power to them and each of them to sign for me, and in my name and in the capacities indicated below, any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission under the Securities Act of 1933 and the Investment Company Act of 1940. ING LIFE INSURANCE AND ANNUITY COMPANY: As Director of ING LIFE INSURANCE AND ANNUITY COMPANY I hereby appoint J. Neil McMurdie, Michael Pignatella; Julie E. Rockmore, Linda Senker and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 2-52448 33-75972 33-76026 333-60016 2-52449 33-75974 33-79118 333-69574 33-02339 33-75976 33-79122 333-72079 33-34370 33-75978 33-81216 333-86276 33-42555 33-75980 33-87642 333-86278 33-60477 33-75982 33-87932 333-87305 33-61897 33-75984 33-88720 333-89953 33-62473 33-75986 33-88722 333-101761 33-64277 33-75988 33-88724 333-104456 33-75248 33-75990 33-89858 333-105479 33-75954 33-75992 33-91846 333-109622 33-75956 33-75994 333-01107 333-109860 33-75958 33-75996 333-09515 33-75960 33-75998 333-15817 33-75962 33-76000 333-27337 33-75964 33-76002 333-37448 33-75966 33-76004 333-49176 33-75968 33-76018 333-49495 33-75970 33-76024 333-56297 Registration Statements filed under the Investment Company Act of 1940: 811-02512 811-02513 811-04536 811-05906 811-09665 ING INSURANCE COMPANY OF AMERICA: As Director of ING INSURANCE COMPANY OF AMERICA I hereby appoint J. Neil McMurdie, Michael Pignatella; Julie E. Rockmore, Linda Senker and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 33-59749 33-63657 333-49581 33-62481 33-80750 333-87131 Registration Statements filed under the Investment Company Act of 1940: 811-08582 ING USA ANNUITY AND LIFE INSURANCE COMPANY: As Director of ING USA ANNUITY AND LIFE INSURANCE COMPANY I hereby appoint Linda Senker, Michael A. Pignatella and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 33-23351 333-33914 333-66757 333-104547 33-34827 333-33924 333-70600 333-104548 33-59261 333-35592 333-70602 333-111686 333-28679 333-57212 333-90516 333-116137 333-28755 333-57218 333-101481 333-117260 333-28769 333-63692 333-104539 333-118851 333-30180 333-63694 333-104546 Registration Statements filed under the Investment Company Act of 1940: 811-05626 811-8524 RELIASTAR LIFE INSURANCE COMPANY: As Director of RELIASTAR LIFE INSURANCE COMPANY I hereby appoint J. Neil McMurdie, Michael A. Pignatella, Julie E. Rockmore and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 002-66542 033-65870 333-69431 002-75185 033-69892 333-92000 002-95392 333-18517 333-100207 033-57244 333-30614 333-100208 033-73058 333-47094 333-100209 333-105319 Registration Statements filed under the Investment Company Act of 1940: 811-04208 811-03341 811-9002 811-08224 811-02997 SECURITY LIFE OF DENVER INSURANCE COMPANY: As Director of SECURITY LIFE OF DENVER INSURANCE COMPANY I hereby appoint J. Neil McMurdie and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 33-74190 333-50278 333-119440 33-78444 333-72753 333-139437 33-88148 333-73464 333-139438 333-34402 333-90577 333-139439 333-34404 333-117329 Registration Statements filed under the Investment Company Act of 1940: 811-08292 811-08196 811-08976 811-09106 hereby ratifying and confirming on this 16th day of November, 2004, my signature as it may be signed by my said attorneys to any such Registration Statements and any and all amendments thereto. Signature /s/ Thomas J. McInerney ----------------------- Thomas J. McInerney POWER OF ATTORNEY PURSUANT TO ITEM 601.(B)(24) OF REGULATION SK AND RULE 462(B) OF THE SECURITIES ACT OF 1933 The undersigned on behalf of the companies set forth below hereby constitutes and appoints the individuals set forth below and each of them individually, my true and lawful attorneys, with full power to them and each of them to sign for me, and in my name and in the capacities indicated below, any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission under the Securities Act of 1933 and the Investment Company Act of 1940. ING LIFE INSURANCE AND ANNUITY COMPANY: As Director of ING LIFE INSURANCE AND ANNUITY COMPANY I hereby appoint J. Neil McMurdie, Michael Pignatella; Julie E. Rockmore, Linda Senker and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 2-52448 33-75972 33-76026 333-60016 2-52449 33-75974 33-79118 333-69574 33-02339 33-75976 33-79122 333-72079 33-34370 33-75978 33-81216 333-86276 33-42555 33-75980 33-87642 333-86278 33-60477 33-75982 33-87932 333-87305 33-61897 33-75984 33-88720 333-89953 33-62473 33-75986 33-88722 333-101761 33-64277 33-75988 33-88724 333-104456 33-75248 33-75990 33-89858 333-105479 33-75954 33-75992 33-91846 333-109622 33-75956 33-75994 333-01107 333-109860 33-75958 33-75996 333-09515 33-75960 33-75998 333-15817 33-75962 33-76000 333-27337 33-75964 33-76002 333-37448 33-75966 33-76004 333-49176 33-75968 33-76018 333-49495 33-75970 33-76024 333-56297 Registration Statements filed under the Investment Company Act of 1940: 811-02512 811-02513 811-04536 811-05906 811-09665 ING INSURANCE COMPANY OF AMERICA: As Director of ING INSURANCE COMPANY OF AMERICA I hereby appoint J. Neil McMurdie, Michael Pignatella; Julie E. Rockmore, Linda Senker and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 33-59749 33-63657 333-49581 33-62481 33-80750 333-87131 Registration Statements filed under the Investment Company Act of 1940: 811-08582 ING USA ANNUITY AND LIFE INSURANCE COMPANY: As Director of ING USA ANNUITY AND LIFE INSURANCE COMPANY I hereby appoint Linda Senker, Michael A. Pignatella and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 33-23351 333-33914 333-66757 333-104547 33-34827 333-33924 333-70600 333-104548 33-59261 333-35592 333-70602 333-111686 333-28679 333-57212 333-90516 333-116137 333-28755 333-57218 333-101481 333-117260 333-28769 333-63692 333-104539 333-118851 333-30180 333-63694 333-104546 Registration Statements filed under the Investment Company Act of 1940: 811-05626 811-8524 RELIASTAR LIFE INSURANCE COMPANY: As Director of RELIASTAR LIFE INSURANCE COMPANY I hereby appoint J. Neil McMurdie, Michael A. Pignatella, Julie E. Rockmore and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 002-66542 033-65870 333-69431 002-75185 033-69892 333-92000 002-95392 333-18517 333-100207 033-57244 333-30614 333-100208 033-73058 333-47094 333-100209 333-105319 Registration Statements filed under the Investment Company Act of 1940: 811-04208 811-03341 811-9002 811-08224 811-02997 SECURITY LIFE OF DENVER INSURANCE COMPANY: As Director of SECURITY LIFE OF DENVER INSURANCE COMPANY I hereby appoint J. Neil McMurdie and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 33-74190 333-50278 333-119440 33-78444 333-72753 333-119438 33-88148 333-73464 333-119439 333-34402 333-90577 333-34404 333-117329 Registration Statements filed under the Investment Company Act of 1940: 811-08292 811-08196 hereby ratifying and confirming on this 16th day of November, 2004, my signature as it may be signed by my said attorneys to any such Registration Statements and any and all amendments thereto. Signature /s/ Kathleen A. Murphy ---------------------- Kathleen A. Murphy POWER OF ATTORNEY PURSUANT TO ITEM 601.(B)(24) OF REGULATION SK AND RULE 462(B) OF THE SECURITIES ACT OF 1933 The undersigned on behalf of the companies set forth below hereby constitutes and appoints the individuals set forth below and each of them individually, my true and lawful attorneys, with full power to them and each of them to sign for me, and in my name and in the capacities indicated below, any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission under the Securities Act of 1933 and the Investment Company Act of 1940. RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK: As Director of RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK I hereby appoint J. Neil McMurdie, Linda Senker, and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 002-53949 333-47527 333-104540 002-53950 333-52358 333-115515 002-69327 333-61879 333-114338 002-76642 333-75938 333-117617 033-11489 333-85326 333-19123 333-85618 Registration Statements filed under the Investment Company Act of 1940: 811-02579 811-02580 811-03098 811-03427 811-07935 811-08965 hereby ratifying and confirming on this 16th day of November 2004, my signature as it may be signed by my said attorneys to any such Registration Statements and any and all amendments thereto. Signature /s/ Stephen J. Preston ---------------------- Stephen J. Preston POWER OF ATTORNEY PURSUANT TO ITEM 601.(B)(24) OF REGULATION SK AND RULE 462(B) OF THE SECURITIES ACT OF 1933 The undersigned on behalf of the companies set forth below hereby constitutes and appoints the individuals set forth below and each of them individually, my true and lawful attorneys, with full power to them and each of them to sign for me, and in my name and in the capacities indicated below, any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission under the Securities Act of 1933 and the Investment Company Act of 1940. ING LIFE INSURANCE AND ANNUITY COMPANY: As Director of ING LIFE INSURANCE AND ANNUITY COMPANY I hereby appoint J. Neil McMurdie, Michael Pignatella; Julie E. Rockmore, Linda Senker and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 2-52448 33-75972 33-76026 333-60016 2-52449 33-75974 33-79118 333-69574 33-02339 33-75976 33-79122 333-72079 33-34370 33-75978 33-81216 333-86276 33-42555 33-75980 33-87642 333-86278 33-60477 33-75982 33-87932 333-87305 33-61897 33-75984 33-88720 333-89953 33-62473 33-75986 33-88722 333-101761 33-64277 33-75988 33-88724 333-104456 33-75248 33-75990 33-89858 333-105479 33-75954 33-75992 33-91846 333-109622 33-75956 33-75994 333-01107 333-109860 33-75958 33-75996 333-09515 33-75960 33-75998 333-15817 33-75962 33-76000 333-27337 33-75964 33-76002 333-37448 33-75966 33-76004 333-49176 33-75968 33-76018 333-49495 33-75970 33-76024 333-56297 Registration Statements filed under the Investment Company Act of 1940: 811-02512 811-02513 811-04536 811-05906 811-09665 ING INSURANCE COMPANY OF AMERICA: As Director of ING INSURANCE COMPANY OF AMERICA I hereby appoint J. Neil McMurdie, Michael Pignatella; Julie E. Rockmore, Linda Senker and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 33-59749 33-63657 333-49581 33-62481 33-80750 333-87131 Registration Statements filed under the Investment Company Act of 1940: 811-08582 ING USA ANNUITY AND LIFE INSURANCE COMPANY: As Director of ING USA ANNUITY AND LIFE INSURANCE COMPANY I hereby appoint J. Neil McMurdie, Linda Senker, Michael A. Pignatella and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 33-23351 333-33914 333-66757 333-104547 33-34827 333-33924 333-70600 333-104548 33-59261 333-35592 333-70602 333-111686 333-28679 333-57212 333-90516 333-116137 333-28755 333-57218 333-101481 333-117260 333-28769 333-63692 333-104539 333-118851 333-30180 333-63694 333-104546 Registration Statements filed under the Investment Company Act of 1940: 811-05626 811-8524 RELIASTAR LIFE INSURANCE COMPANY: As Director of RELIASTAR LIFE INSURANCE COMPANY I hereby appoint J. Neil McMurdie, Michael A. Pignatella, Julie E. Rockmore and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 002-66542 033-65870 333-69431 002-75185 033-69892 333-92000 002-95392 333-18517 333-100207 033-57244 333-30614 333-100208 033-73058 333-47094 333-100209 333-105319 Registration Statements filed under the Investment Company Act of 1940: 811-04208 811-03341 811-9002 811-08224 811-02997 RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK: As Director of RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK I hereby appoint J. Neil McMurdie, Linda Senker and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 002-53949 333-47527 333-104540 002-53950 333-52358 333-115515 002-69327 333-61879 333-114338 002-76642 333-75938 333-117617 033-11489 333-85326 333-19123 333-85618 Registration Statements filed under the Investment Company Act of 1940: 811-02579 811-02580 811-03098 811-03427 811-07935 811-08965 SECURITY LIFE OF DENVER INSURANCE COMPANY: As Director of SECURITY LIFE OF DENVER INSURANCE COMPANY I hereby appoint J. Neil McMurdie and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 33-74190 333-50278 333-119440 33-78444 333-72753 333-119437 33-88148 333-73464 333-119438 333-34402 333-90577 333-119439 333-34404 333-117329 Registration Statements filed under the Investment Company Act of 1940: 811-08292 811-08196 811-08976 811-09106 hereby ratifying and confirming on this 16th day of November, 2004, my signature as it may be signed by my said attorneys to any such Registration Statements and any and all amendments thereto. Signature /s/ Catherine H. Smith ---------------------- Catherine H. Smith POWER OF ATTORNEY PURSUANT TO ITEM 601.(B)(24) OF REGULATION SK AND RULE 462(B) OF THE SECURITIES ACT OF 1933 The undersigned on behalf of the companies set forth below hereby constitutes and appoints the individuals set forth below and each of them individually, my true and lawful attorneys, with full power to them and each of them to sign for me, and in my name and in the capacities indicated below, any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission under the Securities Act of 1933 and the Investment Company Act of 1940. RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK: As Director of RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK I hereby appoint J. Neil McMurdie, Linda Senker and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 002-53949 333-47527 333-104540 002-53950 333-52358 333-115515 002-69327 333-61879 333-114338 002-76642 333-75938 333-117617 033-11489 333-85326 333-19123 333-85618 Registration Statements filed under the Investment Company Act of 1940: 811-02579 811-02580 811-03098 811-03427 811-07935 811-08965 SECURITY LIFE OF DENVER INSURANCE COMPANY: As President of SECURITY LIFE OF DENVER INSURANCE COMPANY I hereby appoint J. Neil McMurdie and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 33-74190 333-50278 333-119440 33-78444 333-72753 333-119437 33-88148 333-73464 333-119438 333-34402 333-90577 333-119439 333-34404 333-117329 Registration Statements filed under the Investment Company Act of 1940: 811-08292 811-08196 hereby ratifying and confirming on this 16th day of November, 2004, my signature as it may be signed by my said attorneys to any such Registration Statements and any and all amendments thereto. Signature /s/ Mark A. Tullis ------------------ Mark A. Tullis POWER OF ATTORNEY PURSUANT TO ITEM 601.(B)(24) OF REGULATION SK AND RULE 462(B) OF THE SECURITIES ACT OF 1933 The undersigned on behalf of the company set forth below hereby constitutes and appoints the individuals set forth below and each of them individually, my true and lawful attorneys, with full power to them and each of them to sign for me, and in my name and in the capacity indicated below, any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission under the Securities Act of 1933 and the Investment Company Act of 1940. RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK: As Director of RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK I hereby appoint J. Neil McMurdie, Linda Senker and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 002-53949 333-47527 333-104540 002-53950 333-52358 333-115515 002-69327 333-61879 333-114338 002-76642 333-75938 333-117617 033-11489 333-85326 333-19123 333-85618 Registration Statements filed under the Investment Company Act of 1940: 811-02579 811-02580 811-03098 811-03427 811-07935 811-08965 hereby ratifying and confirming on this 4th day of November, 2004, my signature as it may be signed by my said attorneys to any such Registration Statements and any and all amendments thereto. Signature /s/ Charles B. Updike --------------------- Charles B. Updike POWER OF ATTORNEY PURSUANT TO ITEM 601.(B)(24) OF REGULATION SK AND RULE 462(B) OF THE SECURITIES ACT OF 1933 The undersigned on behalf of the company set forth below hereby constitutes and appoints the individuals set forth below and each of them individually, my true and lawful attorneys, with full power to them and each of them to sign for me, and in my name and in the capacity indicated below, any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission under the Securities Act of 1933 and the Investment Company Act of 1940. RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK: As Director of RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK I hereby appoint J. Neil McMurdie, Linda Senker and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 002-53949 333-47527 333-104540 002-53950 333-52358 333-115515 002-69327 333-61879 333-114338 002-76642 333-75938 333-117617 033-11489 333-85326 333-19123 333-85618 Registration Statements filed under the Investment Company Act of 1940: 811-02579 811-02580 811-03098 811-03427 811-07935 811-08965 hereby ratifying and confirming on this 16th day of November 2004, my signature as it may be signed by my said attorneys to any such Registration Statements and any and all amendments thereto. Signature /s/ Ross M. Weale ----------------- Ross M. Weale POWER OF ATTORNEY PURSUANT TO ITEM 601.(B)(24) OF REGULATION SK AND RULE 462(B) OF THE SECURITIES ACT OF 1933 The undersigned on behalf of the companies set forth below hereby constitutes and appoints the individuals set forth below and each of them individually, my true and lawful attorneys, with full power to them and each of them to sign for me, and in my name and in the capacities indicated below, any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission under the Securities Act of 1933 and the Investment Company Act of 1940. ING LIFE INSURANCE AND ANNUITY COMPANY: As Director and Chief Financial Officer of ING LIFE INSURANCE AND ANNUITY COMPANY I hereby appoint J. Neil McMurdie, Michael Pignatella; Julie E. Rockmore, Linda Senker and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 2-52448 33-75972 33-76026 333-60016 2-52449 33-75974 33-79118 333-69574 33-02339 33-75976 33-79122 333-72079 33-34370 33-75978 33-81216 333-86276 33-42555 33-75980 33-87642 333-86278 33-60477 33-75982 33-87932 333-87305 33-61897 33-75984 33-88720 333-89953 33-62473 33-75986 33-88722 333-101761 33-64277 33-75988 33-88724 333-104456 33-75248 33-75990 33-89858 333-105479 33-75954 33-75992 33-91846 333-109622 33-75956 33-75994 333-01107 333-109860 33-75958 33-75996 333-09515 33-75960 33-75998 333-15817 33-75962 33-76000 333-27337 33-75964 33-76002 333-37448 33-75966 33-76004 333-49176 33-75968 33-76018 333-49495 33-75970 33-76024 333-56297 Registration Statements filed under the Investment Company Act of 1940: 811-02512 811-02513 811-04536 811-05906 811-09665 ING INSURANCE COMPANY OF AMERICA: As Director and Chief Financial Officer of ING INSURANCE COMPANY OF AMERICA I hereby appoint J. Neil McMurdie, Michael Pignatella; Julie E. Rockmore, Linda Senker and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 33-59749 33-63657 333-49581 33-62481 33-80750 333-87131 Registration Statements filed under the Investment Company Act of 1940: 811-08582 ING USA ANNUITY AND LIFE INSURANCE COMPANY: As Director and Chief Financial Officer of ING USA ANNUITY AND LIFE INSURANCE COMPANY I hereby appoint Linda Senker, Michael A. Pignatella and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 33-23351 333-33914 333-66757 333-104547 33-34827 333-33924 333-70600 333-104548 33-59261 333-35592 333-70602 333-111686 333-28679 333-57212 333-90516 333-116137 333-28755 333-57218 333-101481 333-117260 333-28769 333-63692 333-104539 333-118851 333-30180 333-63694 333-104546 Registration Statements filed under the Investment Company Act of 1940: 811-05626 811-8524 RELIASTAR LIFE INSURANCE COMPANY: As Director and Chief Financial Officer of RELIASTAR LIFE INSURANCE COMPANY I hereby appoint J. Neil McMurdie, Michael A. Pignatella, Julie E. Rockmore and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 002-66542 033-65870 333-69431 002-75185 033-69892 333-92000 002-95392 333-18517 333-100207 033-57244 333-30614 333-100208 033-73058 333-47094 333-100209 333-105319 Registration Statements filed under the Investment Company Act of 1940: 811-04208 811-03341 811-9002 811-08224 811-02997 RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK: As Director and Chief Financial Officer of RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK I hereby appoint J. Neil McMurdie, Linda Senker and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 002-53949 333-47527 333-104540 002-53950 333-52358 333-115515 002-69327 333-61879 333-114338 002-76642 333-75938 333-117617 033-11489 333-85326 333-19123 333-85618 Registration Statements filed under the Investment Company Act of 1940: 811-02579 811-02580 811-03098 811-03427 811-07935 811-08965 SECURITY LIFE OF DENVER INSURANCE COMPANY: As Director and Chief Financial Officer of SECURITY LIFE OF DENVER INSURANCE COMPANY I hereby appoint J. Neil McMurdie and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 33-74190 333-72753 333-119437 33-78444 333-73464 333-119439 33-88148 333-90577 333-34402 333-117329 333-34404 333-119440 333-50278 333-119439 Registration Statements filed under the Investment Company Act of 1940: 811-08292 811-08196 811-08976 811-09106 hereby ratifying and confirming on this 16th day of November 2004, my signature as it may be signed by my said attorneys to any such Registration Statements and any and all amendments thereto. Signature /s/ David A. Wheat ------------------ David A. Wheat -----END PRIVACY-ENHANCED MESSAGE-----