Voya 2014 Annual Report Download - page 76

uniform fiduciary standard of conduct applicable to broker-dealers and investment advisers, but did not do so. If
it did adopt such ruling, the ruling could affect the distribution of our products. See “—Financial Reform
Legislation and Initiatives—Dodd-Frank Wall Street Reform and Consumer Protection Act” below for more
information on the Dodd-Frank Act. In 2014, the SEC and FINRA announced that the marketing and
recommendation of IRA rollovers was an exam priority; accordingly, sales of Voya Financial rollover products,
particularly by our affiliated broker-dealer firms could be affected by this heightened regulatory scrutiny.
As registered broker-dealers and members of various self-regulatory organizations, our registered broker-
dealer subsidiaries are subject to the SEC’s Uniform Net Capital Rule, which specifies the minimum level of net
capital a broker-dealer is required to maintain and requires a minimum part of its assets to be kept in relatively
liquid form. These net capital requirements are designed to measure the financial soundness and liquidity of
broker-dealers. The uniform net capital rule imposes certain requirements that may have the effect of preventing
a broker-dealer from distributing or withdrawing capital and may require that prior notice to the regulators be
provided prior to making capital withdrawals. Certain of our broker-dealers are also subject to the net capital
requirements of the CFTC and the various securities and commodities exchanges of which they are members.
Compliance with net capital requirements could limit operations that require the intensive use of capital, such as
trading activities and underwriting, and may limit the ability of our broker-dealer subsidiaries to pay dividends to
us.
Some of our subsidiaries are registered as investment advisers under the Investment Advisers Act of 1940,
as amended (the “Investment Advisers Act”) and provide advice to registered investment companies, including
mutual funds used in our annuity products, as well as an array of other institutional and retail clients. The
Investment Advisers Act and Investment Company Act may require that fund shareholders be asked to approve
new investment advisory contracts with respect to those registered investment companies upon a change in
control of a fund’s adviser. Likewise, the Investment Advisers Act may require that other clients consent to the
continuance of the advisory contract upon a change in control of the adviser. Further, proposals have been made
that the SEC establish a self-regulatory organization with respect to registered investment advisers, which could
increase the level of regulatory oversight over such investment advisers.
The commodity futures and commodity options industry in the United States is subject to regulation under
the Commodity Exchange Act of 1936, as amended (the “Commodity Exchange Act”). The CFTC is charged
with the administration of the Commodity Exchange Act and the regulations adopted under that Act. Some of our
subsidiaries are registered with the CFTC as commodity pool operators and commodity trading advisors. Our
futures business is also regulated by the National Futures Association.
Employee Retirement Income Security Act Considerations
ERISA is a comprehensive federal statute that applies to U.S. employee benefit plans sponsored by private
employers and labor unions. Plans subject to ERISA include pension and profit sharing plans and welfare plans,
including health, life and disability plans. Among other things, ERISA imposes reporting and disclosure
obligations, prescribes standards of conduct that apply to plan fiduciaries and prohibits transactions known as
“prohibited transactions,” such as conflict-of-interest transactions, self-dealing and certain transactions between a
benefit plan and a party in interest. ERISA also provides for a scheme of civil and criminal penalties and
enforcement. Our insurance, investment management and retirement businesses provide services to employee
benefit plans subject to ERISA, including limited services under specific contract where we may act as an ERISA
fiduciary. We are also subject to ERISA’s prohibited transaction rules for transactions with ERISA plans, which
may affect our ability to, or the terms upon which we may, enter into transactions with those plans, even in
businesses unrelated to those giving rise to party in interest status. The applicable provisions of ERISA and the
Internal Revenue Code are subject to enforcement by the DOL, the U.S. Internal Revenue Service (“IRS”) and
the U.S. Pension Benefit Guaranty Corporation (“PBGC”).
In the fourth quarter of 2011, the DOL withdrew proposed regulations that would more broadly define the
circumstances under which a person is considered to be a fiduciary by reason of giving investment advice to an
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