485BPOS 1 finalpea42for56297.htm PEA 42 REGISTRATION STMT & SUPPL DATED 12.15.10 finalpea42for56297.htm - Generated by SEC Publisher for SEC Filing
As filed with the Securities and Exchange Registration No. 333-56297
Commission on December 15, 2010 Registration No. 811-02512
 
 
 
UNITED STATES
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM N-4
 
Post-Effective Amendment No. 42
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
And
Amendment to
 
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
 
 
Variable Annuity Account B
(Exact Name of Registrant)
of
 
ING LIFE INSURANCE AND ANNUITY COMPANY
(Name of Depositor)
 
One Orange Way
Windsor, Connecticut 06095-4774
(860) 580-4646
(Address and Telephone Number of Depositor’s Principal Office)
 
  Nicholas Morinigo, Esq.
  ING Americas (U.S. Legal Services)
  1475 Dunwoody Drive,
  West Chester, PA 19380-1478
  (610) 425-3447
  (Name and Address of Agent for Service of Process)
 
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):
[X] immediately upon filing pursuant to paragraph (b) of Rule 485
[ ] on April 30, 2010, pursuant to paragraph (b) of Rule 485
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] on ____________, 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:  
Group or Individual Deferred Variable Annuity Contracts  

 



PARTS A and B
 
EXPLANATORY NOTE: Each of the Prospectus and Statement of Additional Information, dated April
30, 2010 and as supplemented, is incorporated into Parts A and B, respectively, of this amendment by
reference to Post-Effective Amendment No. 41 to this Registration Statement, as filed on April 14, 2010
(Accession No. 0000836687-10-000110). This amendment further supplements the prospectus and does
not otherwise delete, amend, or supersede any other information in this registration statement, as
previously amended, including exhibits and undertaking.

 


SUPPLEMENT Dated December 15, 2010
To The Prospectus Dated April 30, 2010, as amended
 
ING Variable Annuity
 
Issued By ING Life Insurance and Annuity Company
Through Its Variable Annuity Account B

 

 

This supplement updates the prospectus for your variable annuity contract. Please read it carefully and
keep it with your copy of the prospectus for future reference. The following information only affects you
if you currently invest or plan to invest in a subaccount that corresponds to the funds referenced below.
If you have any questions, please call our Customer Contact Center at 1-800-531-4547.

                      I. Information Regarding Fund Changes and Fund Availability

1. Effective after the close of business on or about January 21, 2011, the following investment portfolio will be
added under your Contract. The list of investment portfolios and Appendix III are revised accordingly.

Fund Name Investment Adviser/ Subadviser Investment Objective
ING Investors Trust    
ING Large Cap Value Portfolio Investment Adviser: Directed Seeks growth of capital and current income.
(Class S) Services LLC  
  Investment Subadviser: ING  
  Investment Management Co.  

 

2. Effective August 31, 2010, the ING Clarion Global Real Estate Portfolio is a diversified fund. The information
appearing in Appendix III for the ING Clarion Global Real Estate Portfolio is revised accordingly.

3. Effective January 4, 2011, the investment objective for the ING Thornburg Value Portfolio will change to
“Seeks long-term capital appreciation, and secondarily current income.” The information appearing in Appendix III
for the ING Thornburg Value Portfolio is revised accordingly.

4. Effective on or about January 21, 2011:

     a) The subadviser for ING Oppenheimer Global Strategic Income Portfolio will change to ING Investment
Management Co. and the portfolio’s name will change to ING Global Bond Portfolio. In addition, the investment
objective will change to “Seeks to maximize total return through a combination of current income and capital
appreciation.” The list of investment portfolios and Appendix III are revised accordingly.

     b) The subadviser for ING Marsico International Opportunities Portfolio will change to T. Rowe Price
Associates, Inc. and the portfolio’s name will change to ING T. Rowe Price International Stock Portfolio. Please
note that this investment portfolio is currently closed to new investments.

INGVA-10 1 of 2 12/15/2010

 



II. Notice of Upcoming Fund Reorganizations

 

Effective after the close of business on or about January 21, 2011, the following Disappearing Portfolios will
reorganize into and become part of the following Surviving Portfolios:

Disappearing Portfolios Surviving Portfolios
ING American Funds Growth-Income Portfolio ING Growth and Income Portfolio (Class I)
ING Lord Abbett Growth and Income Portfolio (Class S) ING Large Cap Value Portfolio (Class S)
ING Legg Mason ClearBridge Aggressive Growth Portfolio ING Large Cap Growth Portfolio (Class I)
(Initial Class)
 
Information Regarding the Portfolio Reorganizations:  
 
The Board of Trustees of ING Investors Trust and the Board of Directors of ING Partners, Inc. have approved
proposals for the reorganizations referenced above. The reorganizations are also subject to shareholder approval. If
shareholder approval is obtained, each reorganization is expected to take place on or about January 21, 2011, resulting
in a shareholder of a given Disappearing Portfolio becoming a shareholder of the corresponding Surviving Portfolio.
Each shareholder will thereafter hold shares of the Surviving Portfolio having equal aggregate value as shares of the
Disappearing Portfolio, and the Disappearing Portfolios will no longer be available under the contract.
 
Unless you provide us with alternative allocation instructions, all future allocations directed to a given Disappearing
Portfolio will be automatically allocated to the corresponding Surviving Portfolio. You may give us alternative
allocation instructions at any time by contacting our Customer Contact Center at 1-800-531-4547.
 
As of the relevant effective date noted above, any references in the prospectus to the Disappearing Portfolios as being
available under the contract are deleted and all references to them will be replaced by the corresponding Surviving
Portfolio.  

 

INGVA-10 2 of 2 12/15/2010

 



PART C - OTHER INFORMATION

Item 24. Financial Statements and Exhibits
  (a) Financial Statements:
    (1) Incorporated by reference in Part A
      Condensed Financial Information
    (2) Incorporated by reference in Part B:
      Financial Statements of Variable Annuity Account B:
      - Report of Independent Registered Public Accounting Firm
      - Statements of Assets and Liabilities as of December 31, 2009
      - Statements of Operations for the year ended December 31, 2009
      - Statements of Changes in Net Assets for the years ended December 31, 2009 and
        2008
      - Notes to Financial Statements
      Consolidated Financial Statements of ING Life Insurance and Annuity Company:
      - Report of Independent Registered Public Accounting Firm
      - Consolidated Statements of Operations for the years ended December 31, 2009,
        2008 and 2007
      - Consolidated Balance Sheets as of December 31, 2009 and 2008
      - Consolidated Statements of Changes in Shareholder’s Equity for the years ended
        December 31, 2009, 2008 and 2007
      - Consolidated Statements of Cash Flows for the years ended December 31, 2009,
        2008 and 2007
      - Notes to Financial Statements
  (b) Exhibits  
    (1) Resolution establishing Variable Annuity Account B (“Registrant”). (Incorporated by
      reference to Post-Effective Amendment No. 6 to the Registration Statement on Form N-
      4, File No. 33-75986, as filed on April 22, 1996.)
    (2) Not Applicable.
    (3.1) Standard form of Broker-Dealer Agreement. (Incorporated herein by reference to Post-
      Effective Amendment No. 32 to Registration Statement on Form N-4, File No. 33-
      81216, as filed on April 22, 1996.)
    (3.2) Underwriting Agreement dated November 17, 2006, between ING Life Insurance and
      Annuity Company and ING Financial Advisers, LLC. (Incorporated herein by reference
      to Post-Effective Amendment No. 34 to Registration Statement on Form N-4, File No.
      33-75996, as filed on December 20, 2006.)
    (3.3) Confirmation of Underwriting Agreement. (Incorporated herein by reference to Post-
      Effective Amendment No. 32 to Registration Statement on Form N-4, File No. 33-
      81216, as filed on April 11, 2006.)
    (4.1) Variable Annuity Contract (GM-VA-98). (Incorporated herein by reference to Initial
      Registration Statement on Form N-4, File No. 333-56297, as filed on June 8, 1998.)
    (4.2) Variable Annuity Contract Certificate (GMC-VA-98). (Incorporated herein by reference
      to Initial Registration Statement on Form N-4, File No. 333-56297, as filed on June 8,
      1998.)
    (4.3) Variable Annuity Contract (GM-VA-98(NY)). (Incorporated herein by reference to
      Post-Effective Amendment No. 18 to Registration Statement on Form N-4, File No.
      333-56297, as filed on August 30, 2000.)
    (4.4) Variable Annuity Contract Certificate (GMC-VA-98(NY)). (Incorporated herein by
      reference to Post-Effective Amendment No. 18 to Registration Statement on Form N-4,
      File No. 333-56297, as filed on August 30, 2000.)
    (4.5) Endorsement (EVAGET98) to Variable Annuity Contract GM-VA-98 and Variable
      Annuity Contract Certificate GMC-VA-98. (Incorporated herein by reference to Post-
      Effective Amendment No. 1 to Registration Statement on Form N-4, File No. 333-
      56297, as filed on September 14, 1998.)

 



(4.6) Endorsement (EGET-99) to Variable Annuity Contract GM-VA-98 and Variable
  Annuity Contract Certificate GMC-VA-98. (Incorporated herein by reference to Post-
  Effective Amendment No. 13 to Registration Statement on Form N-4, File No. 333-
  01107, as filed on April 17, 1999.)
(4.7) Endorsement (EVA-PB-00) to Variable Annuity Contract GM-VA-98 and Variable
  Annuity Contract Certificate GMC-VA-98. (Incorporated herein by reference to Post-
  Effective Amendment No. 15 to Registration Statement on Form N-4, File No. 333-
  56297, as filed on May 8, 2000.)
(4.8) Endorsement (EVA-PB-00(NY)) to Variable Annuity Contract GM-VA-98(NY) and
  Variable Annuity Contract Certificate GMC-VA-98(NY). (Incorporated herein by
  reference to Post-Effective Amendment No. 21 to Registration Statement on Form N-4,
  File No. 333-56297, as filed on December 13, 2000.)
(4.9) Endorsements ENMCHG (05/02) and ENMCHGI (05/02) for name change.
  (Incorporated herein by reference to Post-Effective Amendment No. 30 to Registration
  Statement on Form N-4, File No. 33-75962, as filed on April 8, 2002.)
(5) Variable Annuity Contract Application (9.5.89-6(9/98). (Incorporated herein by
  reference to Pre-Effective Amendment No. 1 to Registration Statement on Form N-4,
  File No. 333-56297, as filed on August 4, 1998.)
(6.1) Restated Certificate of Incorporation (amended and restated as of October 1, 2007) of
  ING Life Insurance and Annuity Company). (Incorporated herein by reference to ING
  Life Insurance and Annuity Company Annual Report on Form 10-K, File No. 33-
  23376, as filed on March 31, 2008.)
(6.2) Amended and Restated By-Laws of ING Life Insurance and Annuity Company,
  effective October 1, 2007. (Incorporated herein by reference to the ING Life Insurance
  and Annuity Company annual report on form 10-K, File No. 33-23376, as filed on
  March 31, 2008.)
(7) Not Applicable
(8.1) Fund Participation Agreement dated as of May 1, 1998, by and among Aetna Life
  Insurance and Annuity Company and Aetna Variable Fund, Aetna Variable Encore
  Fund, Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET Fund on behalf of
  each of its series, Aetna Generation Portfolios, Inc. on behalf of each of its series, Aetna
  Variable Portfolios, Inc. on behalf of each of it series, and Aeltus Investment
  Management, Inc. (Incorporated herein by reference to Initial Registration Statement on
  Form N-4, File No. 333-56297, as filed on June 8, 1998.)
(8.2) Amendment dated November 9, 1998, to Fund Participation Agreement dated as of
  May 1, 1998, by and among Aetna Life Insurance and Annuity Company and Aetna
  Variable Fund, Aetna Variable Encore Fund, Aetna Income Shares, Aetna Balanced
  VP, Inc., Aetna GET Fund on behalf of each of its series, Aetna Generation Portfolios,
  Inc. on behalf of each of its series, Aetna Variable Portfolios, Inc. on behalf of each of it
  series, and Aeltus Investment Management, Inc. (Incorporated herein by reference to
  Post-Effective Amendment No. 2 on Form N-4, File No. 333-56297, as filed on
  December 14, 1998.)
(8.3) Second Amendment dated December 31, 1999, to Fund Participation Agreement dated
  as of May 1, 1998, and amended on November 9, 1998, by and among Aetna Life
  Insurance and Annuity Company and Aetna Variable Fund, Aetna Variable Encore
  Fund, Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET Fund on behalf of
  each of its series, Aetna Generation Portfolios, Inc. on behalf of each of its series, Aetna
  Variable Portfolios, Inc. on behalf of each of it series, and Aeltus Investment
  Management, Inc. (Incorporated herein by reference to Post-Effective Amendment No.
  19 on Form N-4, File No. 333-01107, as filed on February 16, 2000.)

 



(8.4) Third Amendment dated February 11, 2000, to Fund Participation Agreement dated as
  of May 1, 1998, and amended on November 9, 1998, and December 31, 1999, by and
  among Aetna Life Insurance and Annuity Company and Aetna Variable Fund, Aetna
  Variable Encore Fund, Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET
  Fund on behalf of each of its series, Aetna Generation Portfolios, Inc. on behalf of each
  of its series, Aetna Variable Portfolios, Inc. on behalf of each of it series, and Aeltus
  Investment Management, Inc. (Incorporated herein by reference to Post-Effective
  Amendment No. 20 on Form N-4, File No. 333-01107, as filed on April 4, 2000.)
(8.5) Fourth Amendment dated May 1, 2000, to Fund Participation Agreement dated as of
  May 1, 1998, and amended on November 9, 1998, December 31, 1999, and February
  11, 2000, by and among Aetna Life Insurance and Annuity Company and Aetna
  Variable Fund, Aetna Variable Encore Fund, Aetna Income Shares, Aetna Balanced
  VP, Inc., Aetna GET Fund on behalf of each of its series, Aetna Generation Portfolios,
  Inc. on behalf of each of its series, Aetna Variable Portfolios, Inc. on behalf of each of it
  series, and Aeltus Investment Management, Inc. (Incorporated herein by reference to
  Post-Effective Amendment No. 20 on Form N-4, File No. 333-01107, as filed on April
  4, 2000.)
(8.6) Fifth Amendment dated February 27, 2001, to Fund Participation Agreement dated as
  of May 1, 1998, and amended on November 9, 1998, December 31, 1999, February 11,
  2000, and May 1, 2000, by and among Aetna Life Insurance and Annuity Company and
  Aetna Variable Fund, Aetna Variable Encore Fund, Aetna Income Shares, Aetna
  Balanced VP, Inc., Aetna GET Fund on behalf of each of its series, Aetna Generation
  Portfolios, Inc. on behalf of each of its series, Aetna Variable Portfolios, Inc. on behalf
  of each of it series, and Aeltus Investment Management, Inc. (Incorporated herein by
  reference to Post-Effective Amendment No. 24 on Form N-4, File No. 333-01107, as
  filed on April 13, 2001.)
(8.7) Sixth Amendment dated as of June 19, 2001, to Fund Participation Agreement dated as
  of May 1, 1998, and amended on November 9, 1998, December 31, 1999, February 11,
  2000, May 1, 2000, and February 27, 2001, by and among Aetna Life Insurance and
  Annuity Company and Aetna Variable Fund, Aetna Variable Encore Fund, Aetna
  Income Shares, Aetna Balanced VP, Inc., Aetna GET Fund on behalf of each of its
  series, Aetna Generation Portfolios, Inc. on behalf of each of its series, Aetna Variable
  Portfolios, Inc. on behalf of each of it series, and Aeltus Investment Management, Inc.
  (Incorporated herein by reference to Post-Effective Amendment No. 32 on Form N-4,
  File No. 33-75988, as filed on April 13, 2004.)
(8.8) Service Agreement effective as of May 1, 1998, between Aeltus Investment
  Management, Inc. and Aetna Life Insurance and Annuity Company in connection with
  the sale of shares of Aetna Variable Fund, Aetna Variable Encore Fund, Aetna Income
  Shares, Aetna Balanced VP, Inc., Aetna GET Fund on behalf of each of its series, Aetna
  Generation portfolios, Inc. on behalf of each of its series and Aetna Variable Portfolios,
  Inc. on behalf of each of its series. (Incorporated herein by reference to Initial
  Registration Statement on Form N-4, File No. 333-56297, as filed on June 8, 1998.)
(8.9) Amendment dated November 4, 1998, and effective as of October 15, 1998, to Service
  Agreement effective as of May 1, 1998, between Aeltus Investment Management, Inc.
  and Aetna Life Insurance and Annuity Company in connection with the sale of shares
  of Aetna Variable Fund, Aetna Variable Encore Fund, Aetna Income Shares, Aetna
  Balanced VP, Inc., Aetna GET Fund on behalf of each of its series, Aetna Generation
  portfolios, Inc. on behalf of each of its series and Aetna Variable Portfolios, Inc. on
  behalf of each of its series. (Incorporated herein by reference to Post-Effective
  Amendment No. 2 to Registration Statement on Form N-4, File No. 333-56297, as filed
  on December 14, 1998.)

 



(8.10) Second Amendment dated February 11, 2000, to Service Agreement effective as of
  May 1, 1998, and amended on November 4, 1998, between Aeltus Investment
  Management, Inc. and Aetna Life Insurance and Annuity Company in connection with
  the sale of shares of Aetna Variable Fund, Aetna Variable Encore Fund, Aetna Income
  Shares, Aetna Balanced VP, Inc., Aetna GET Fund on behalf of each of its series, Aetna
  Generation portfolios, Inc. on behalf of each of its series and Aetna Variable Portfolios,
  Inc. on behalf of each of its series. (Incorporated herein by reference to Post-Effective
  Amendment No. 20 to Registration Statement on Form N-4, File No. 333-01107, as
  filed on April 4, 2000.)
(8.11) Third Amendment dated May 1, 2000, to Service Agreement effective as of May 1,
  1998, and amended on November 4, 1998, and February 11, 2000, between Aeltus
  Investment Management, Inc. and Aetna Life Insurance and Annuity Company in
  connection with the sale of shares of Aetna Variable Fund, Aetna Variable Encore
  Fund, Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET Fund on behalf of
  each of its series, Aetna Generation portfolios, Inc. on behalf of each of its series and
  Aetna Variable Portfolios, Inc. on behalf of each of its series. (Incorporated herein by
  reference to Post-Effective Amendment No. 20 to Registration Statement on Form N-4,
  File No. 333-01107, as filed on April 4, 2000.)
(8.12) Fourth Amendment dated as of June 26, 2001, to Service Agreement effective as of
  May 1, 1998, and amended on November 4, 1998, February 11, 2000, and May 1, 2000,
  between Aeltus Investment Management, Inc. and Aetna Life Insurance and Annuity
  Company in connection with the sale of shares of Aetna Variable Fund, Aetna Variable
  Encore Fund, Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET Fund on
  behalf of each of its series, Aetna Generation portfolios, Inc. on behalf of each of its
  series and Aetna Variable Portfolios, Inc. on behalf of each of its series. (Incorporated
  herein by reference to Post-Effective Amendment No. 32 to Registration Statement on
  Form N-4, File No. 33-75988, as filed on April 13, 2004.)
(8.13) Amended and Restated Participation Agreement as of June 26, 2009 by and among ING
  Life Insurance and Annuity Company, Fidelity Distributors Corporation, Variable
  Insurance Products Fund, Variable Insurance Products Fund II, Variable Insurance
  Products Fund III, Variable Insurance Products Fund IV and Variable Insurance Products
  Fund V ·Incorporated by reference to Post-Effective Amendment No. 56 to Registration
Statement on Form N-4 (File No. 333-01107), as filed on December 18, 2009.
(8.14) First Amendment as of June 26, 2009 to Participation Agreement as of June 26, 2009 by
  and among ING Life Insurance and Annuity Company, Fidelity Distributors
  Corporation, Variable Insurance Products Fund, Variable Insurance Products Fund II,
  Variable Insurance Products Fund III, Variable Insurance Products Fund IV and Variable
  Insurance Products Fund V · Incorporated by reference to Post-Effective Amendment
  No. 56 to Registration Statement on Form N-4 (File No. 333-01107), as filed on
  December 18, 2009.
(8.15) Letter Agreement dated May 16, 2007, and effective July 2, 2007, between ING Life
  Insurance and Annuity Company, Variable Insurance Products Fund, Variable Insurance
  Products Fund I, Variable Insurance Products Fund II, Variable Insurance Products Fund
  V and Fidelity Distributors Corporation. (Incorporated herein by reference to Post-
  Effective Amendment No. 51 to the Registration Statement on Form N-4, File No. 33-
  75962, a filed on July 27, 2007.)
(8.16) Rule 22c-2 Agreement dated no later than April 16, 2007, and is effective as of October
  16, 2007, between Fidelity Distributors Corporation, ING Life Insurance and Annuity
  Company, ING National Trust, ING USA Annuity and Life Insurance Company,
  ReliaStar Life Insurance Company, ReliaStar Life Insurance Company of New York,
  Security Life of Denver Insurance Company and Systematized Benefits Administrators,
  Inc. (Incorporated herein by reference to Post-Effective Amendment No. 50 to
  Registration Statement on Form N-4, File No. 33-75962, as filed on June 15, 2007.)

 



(8.17) Service Agreement effective as of June 1, 2002 by and between Fidelity Investments
  Institutional Operations Company, Inc. and ING Financial Advisers, LLC (Incorporated
  herein by reference to Post-Effective Amendment No. 33 to Registration Statement on
  Form N-4 (File No. 033-75988), as filed on August 5, 2004.)
(8.18) Service Contract effective as of June 1, 2002 and amended on June 20, 2003 by and
  between Directed Services, Inc., ING Financial Advisers, LLC, and Fidelity Distributors
  Corporation (Incorporated herein by reference to Post-Effective Amendment No. 33 to
  Registration Statement on Form N-4 (File No. 033-75988), as filed on August 5, 2004.)
(8.19) First Amendment effective April 1, 2005 to Service Contract between Fidelity
  Distributors Corporation and ING Financial Advisers, Inc. dated June 1, 2002 and
  amended on June 20, 2003 (Incorporated herein by reference to Post-Effective
  Amendment No. 47 to Registration Statement on Form N-4 (File No. 033-75962), as
  filed on November 21, 2006.)
(8.20) Second Amendment effective April 1, 2006 to Service Contract between Fidelity
  Distributors Corporation and ING Financial Advisers, Inc. dated June 1, 2002 and
  amended on June 20, 2003 and April 1, 2005 (Incorporated herein by reference to Post-
  Effective Amendment No. 47 to Registration Statement on Form N-4 (File No. 033-
  75962), as filed on November 21, 2006.)
(8.21) Fund Participation Agreement dated April 30, 2003, among ING Life Insurance and
  Annuity Company, The GCG Trust (renamed effective May 1, 2003, ING Investors
  Trust) and Directed Services, Inc. (Incorporated herein by reference to Post-effective
  Amendment No. 54 to Registration Statement on Form N-1A, File No. 33-23512, as filed
  on August 1, 2003.)
(8.22) Amendment dated October 9, 2006 to the Participation Agreement dated April30, 2003
  among ING Life Insurance and Annuity Company, ING Investors Trust and Directed
  Services, Inc. (Incorporated herein by reference to Post-effective Amendment No. 47 to
  Registration Statement on Form N-4 (File No. 33-75962), as filed on November 21,
  2006.)
(8.23) Fund Participation Agreement dated as of May 1, 2001, among Pilgrim Variable
  Products Trust, Aetna Life Insurance and Annuity Company and ING Pilgrim Securities,
  Inc. (Incorporated herein by reference to Post-Effective Amendment No. 26 to
  Registration Statement on Form N-4, File No. 333-01107, as filed on July 13, 2001.)
(8.24) Amendment dated August 30, 2002, between ING Life Insurance and Annuity Company,
  ING Variable Products Trust (formerly known as Pilgrim Variable Products Trust) and
  ING Funds Distributor to Fund Participation Agreement dated May 1, 2001.
  (Incorporated herein by reference to Post-Effective Amendment No. 28 to Registration
  Statement on Form N-4, File No. 33-75988, as filed on April 10, 2003.)
(8.25) Administrative and Shareholder Services Agreement dated April 1, 2001, between ING
  Funds Services, LLC and ING Life Insurance and Annuity Company (Administrator for
  ING Variable Products Trust.). (Incorporated herein by reference to Post-effective
  Amendment No. 28 to Registration statement on Form N-4, File No. 33-75988, as filed
  on April 10, 2003.)
(8.26) Fund Participation Agreement dated as of November 28, 2001, among Portfolio Partners,
  Inc., Aetna Life Insurance and Annuity Company and Aetna Investment Services, LLC.
  (Incorporated herein by reference to Post-Effective Amendment No. 30 to Registration
  Statement on Form N-4, File No. 33-75962, as filed on April 8, 2002.)
(8.27) Amendment dated March 5, 2002, between Portfolio Partners, Inc. (to be renamed ING
  Partners, Inc. effective May 1, 2002), Aetna Life Insurance and Annuity Company (to be
  renamed ING Life Insurance and Annuity Company effective May 1, 2002) and Aetna
  Investment Services LLC (to be renamed ING Financial Advisers, LLC) to Fund
  Participation Agreement dated November 28, 2001. (Incorporated herein by reference to
  Post-Effective Amendment No. 30 to Registration Statement on Form N-4, File No. 33-
  75962, as filed on April 8, 2002.)

 



(8.28) Amendment dated May 1, 2003, between ING Partners, Inc., ING Life Insurance and
  Annuity Company and ING Financial Advisers, LLC to Fund Participation Agreement
  dated November 28, 2001, and subsequently amended on March 5, 2002. (Incorporated
  herein by reference to Post-Effective Amendment No. 28 to Registration Statement on
  Form N-4, File No. 33-75988, as filed on April 10, 2003.)
(8.29) Amendment dated November 1, 2004, to the Fund Participation Agreement between ING
  Partners, Inc., ING Life Insurance and Annuity Company and ING Financial Advisers,
  LLC dated November 28, 2001, and subsequently amended on March 5, 2002, and May
  1, 2003. (Incorporated herein by reference to Post-Effective Amendment No. 20 to
  Registration Statement on Form N-1A, File No. 333-32575, as filed on April 1, 2005.)
(8.30) Amendment dated April 29, 2005, to the Fund Participation Agreement between ING
  Partners, Inc., ING Life Insurance and Annuity Company and ING Financial Advisers,
  LLC dated November 28, 2001, and subsequently amended on March 5, 2002, May 1,
  2003, and November 1, 2004. (Incorporated herein by reference to Post-Effective
  Amendment No. 32 to Registration Statement on Form N-4, File No. 33-81216, as filed
  on April 11, 2006.)
(8.31) Amendment dated August 31, 2005, to the Fund Participation Agreement between ING
  Partners, Inc., ING Life Insurance and Annuity Company and ING Financial Advisers,
  LLC dated November 28, 2001, subsequently amended on March 5, 2002, May 1, 2003,
  and November 1, 2004, and April 29, 2005. (Incorporated herein by reference to Post-
  Effective Amendment No. 32 to Registration Statement on Form N-4, File No. 33-
  81216, as filed on April 11, 2006.)
(8.32) Amendment dated December 7, 2005, to the Fund Participation Agreement between ING
  Partners, Inc., ING Life Insurance and Annuity Company and ING Financial Advisers,
  LLC dated November 28, 2001, subsequently amended on March 5, 2002, May 1, 2003,
  November 1, 2004, April 29, 2005, and August 31, 2005. (Incorporated herein by
  reference to Post-Effective Amendment No. 32 to Registration Statement on Form N-4,
  File No. 33-81216, as filed on April 11, 2006.)
(8.33) Amendment dated April 28, 2006, to the Fund Participation Agreement between ING
  Partners, Inc., ING Life Insurance and Annuity Company and ING Financial Advisers,
  LLC dated as of November 28, 2001, and subsequently amended on March 5, 2002, May
  1, 2003, November 1, 2004, April 29, 2005, August 31, 2005 and December 7 2005.
  (Incorporated herein by reference to Initial Registration Statement on Form N-4, File No.
  333-134760, as filed on June 6, 2006.)
(8.34) Shareholder Servicing Agreement (Service Class Shares) dated as of November 27,
  2001, between Portfolio Partners, Inc. and Aetna Life Insurance and Annuity Company.
  (Incorporated herein by reference to Post-Effective Amendment No. 30 to Registration
  Statement on Form N-4, File No. 333-75962, as filed on April 8, 2002.)
(8.35) Amendment dated March 5, 2002, between Portfolio Partners (to be renamed ING
  Partners, Inc. effective may 1, 2002) and Aetna Life Insurance and Annuity Company (to
  be renamed ING Life Insurance and Annuity Company effective May 1, 2002) to the
  Shareholder Servicing Agreement dated November 27, 2001. (Incorporated herein by
  reference to Post-Effective Amendment No. 30 to Registration Statement on Form N-4,
  File No. 333-75962, as filed on April 8, 2002.)
(8.36) Amendment dated May 1, 2003, by and between ING Partners, Inc. and ING Life
  Insurance and Annuity Company to the Shareholder Servicing Agreement (Service Class
  Shares) dated November 27, 2001, as amended on March 5, 2002. (Incorporated herein
  by reference to Post-Effective Amendment No. 28 to Registration Statement on Form N-
  4, File No. 33-75988, as filed on April 1, 2003.)
(8.37) Amendment dated November 1, 2004 to the Shareholder Servicing Agreement (Service
  Class Shares) by and between ING Partners, Inc. and ING Life Insurance and Annuity
  Company dated November 27, 2001, as amended on March 5, 2002 and May 1, 2003.
  (Incorporated herein by reference to Initial Registration Statement on Form N-4, File No.
  333-134760, as filed on June 6, 2006.)

 



(8.38) Amendment dated April 29, 2005, to the Shareholder Servicing Agreement (Service
  Class Shares) by and between ING Partners, Inc. and ING Life Insurance and Annuity
  Company dated November 27, 2001, and as amended on March 5, 2002, May 1, 2003,
  and November 1, 2004. (Incorporated herein by reference to Post-Effective Amendment
  No. 32 to Registration Statement on Form N-4, File No. 33-81216, as filed on April 11,
  2006.)
(8.39) Amendment dated December 7, 2005, to the Shareholder Servicing Agreement (Service
  Class Shares) by and between ING Partners, Inc. and ING Life Insurance and Annuity
  Company dated November 27, 2001, as amended on March 5, 2002, May 1, 2003,
  November 1, 2004, and April 29, 2005. (Incorporated herein by reference to Initial
  Registration Statement on Form N-4, File No. 333-134760, as filed on June 6, 2006.)
(8.40) Amendment dated April 28, 2006, to the Shareholder Servicing Agreement (Service
  Class Shares) by and between ING Partners, Inc. and ING Life Insurance and Annuity
  Company dated November 27, 2001, and as amended on March 5, 2002, May 1, 2003,
  November 1, 2004, April 29, 2005 and December 7, 2005. (Incorporated herein by
  reference to Initial Registration Statement on Form N-4, File No. 333-134760, as filed on
  June 6, 2006.)
(8.41) Rule 22c-2 Agreement dated no later than April 16, 2007, is effective October 16, 2007,
  between ING Funds Services, LLC, ING Life Insurance and Annuity Company, ING
  National Trust, ING USA Annuity and Life Insurance Company, ReliaStar Life
  Insurance Company, ReliaStar Life Insurance Company of New York, Security Life of
  Denver Insurance Company and Systematized Benefits Administrators Inc. (Incorporated
  herein by reference to Post-Effective Amendment No. 50 to Registration Statement on
  Form N-4, File No. 33-75962, as filed on June 15, 2007.)
(9)     

Opinion and Consent of Counsel, attached.

(10)     

Consent of Independent Registered Public Accounting Firm, attached.

(11)     

Not Applicable

(12)     

Not Applicable

(13)     

Authorization for Signatures. (Incorporated herein by reference to Post-Effective Amendment No. 5 to Registration Statement on Form N-4, File No. 33-75986, as filed on April 2, 1996.)

(14)     

Powers of Attorney, attached.



Item 25 Directors and Officers of the Depositor  
 
Name   Principal Business Address Positions and Offices with Depositor
Thomas J. McInerney One Orange Way Director and Chairman
    Windsor, CT 06095-4774  
Catherine H. Smith One Orange Way President and Director
    Windsor, CT 06095-4774  
Ewout L. Steenbergen 230 Park Avenue Director, Executive Vice President and
    New York, NY 10169 Chief Financial Officer
Michael S. Smith 1475 Dunwoody Drive Director
    West Chester, PA 19380  
Robert G. Leary 230 Park Avenue Director
    New York, NY 10169  
Donald W. Britton 5780 Powers Ferry Road, NW Director
    Atlanta, GA 30327-4390  
Lynne R. Ford 230 Park Avenue Director and Executive Vice President
    New York, NY 10169  
Boyd G. Combs 5780 Powers Ferry Road, NW Senior Vice President, Tax
    Atlanta, GA 30327-4390  
Brian D. Comer One Orange Way Senior Vice President
    Windsor, CT 06095-4774  
Ralph Ferraro One Orange Way Senior Vice President
    Windsor, CT 06095-4774  
Mark B. Kaye 1475 Dunwoody Drive Senior Vice President
    West Chester, PA 19380  
Richard T. Mason One Orange Way Senior Vice President
    Windsor, CT 06095-4774  
Timothy T. Matson One Orange Way Senior Vice President
    Windsor, CT 06095-4774  
Shaun P. Mathews 10 State House Square Senior Vice President
    Hartford, CT 06103  
Prakash Simpi 230 Park Avenue Senior Vice President
    New York, NY 10169  
David S. Pendergrass 5780 Powers Ferry Road, NW Senior Vice President and Treasurer
    Atlanta, GA 30327-4390  
Steven T. Pierson 5780 Powers Ferry Road, NW Senior Vice President and Chief
    Atlanta, GA 30327-4390 Accounting Officer
Ida Colon One Orange Way Vice President and Chief Compliance
    Windsor, CT, 06095-4774 Officer
Joy M. Benner 20 Washington Avenue South Secretary
    Minneapolis, MN 55401  

 

Item 26. Persons Controlled by or Under Common Control with the Depositor or Registrant

Incorporated herein by reference to Item 28 in Post-Effective Amendment No. 1 to
Registration Statement on Form N-6 for Security Life Separate Account L1 of Security Life
of Denver Insurance Company (File No. 333-168047), as filed with the Securities and
Exchange Commission on October 6, 2010.

Item 27. Number of Contract Owners
As of November 30, 2010, there were 48,832 individuals holding interests in variable annuities funded
through Variable Annuity Account B of ING Life Insurance and Annuity Company.



Item 28. Indemnification
Section 33-779 of the Connecticut General Statutes (“CGS”) provides that a corporation may provide
indemnification of or advance expenses to a director, officer, employee or agent only as permitted by
Sections 33-770 to 33-778, inclusive, of the CGS. Reference is hereby made to Section 33-771(e) of the
CGS regarding indemnification of directors and Section 33-776(d) of CGS regarding indemnification of
officers, employees and agents of Connecticut corporations. These statutes provide in general that
Connecticut corporations incorporated prior to January 1, 1997 shall, except to the extent that their
certificate of incorporation expressly provides otherwise, indemnify their directors, officers, employees
and agents against “liability” (defined as the obligation to pay a judgment, settlement, penalty, fine,
including an excise tax assessed with respect to an employee benefit plan, or reasonable expenses
incurred with respect to a proceeding) when (1) a determination is made pursuant to Section 33-775 that
the party seeking indemnification has met the standard of conduct set forth in Section 33-771 or (2) a
court has determined that indemnification is appropriate pursuant to Section 33-774. Under Section 33-
775, the determination of and the authorization for indemnification are made (a) by two or more
disinterested directors, as defined in Section 33-770(3); (b) by special legal counsel; (c) by the
shareholders; or (d) in the case of indemnification of an officer, agent or employee of the corporation,
by the general counsel of the corporation or such other officer(s) as the board of directors may specify.
Also Section 33-772 with Section 33-776 provide that a corporation shall indemnify an individual who
was wholly successful on the merits or otherwise against reasonable expenses incurred by him in
connection with a proceeding to which he was a party because he is or was a director, officer,
employee, or agent of the corporation. Pursuant to Section 33-771(d), in the case of a proceeding by or
in the right of the corporation or with respect to conduct for which the director, officer, agent or
employee was adjudged liable on the basis that he received a financial benefit to which he was not
entitled, indemnification is limited to reasonable expenses incurred in connection with the proceeding
against the corporation to which the individual was named a party.

A corporation may procure indemnification insurance on behalf of an individual who is or was a
director of the corporation. Consistent with the laws of the State of Connecticut, ING America
Insurance Holdings, Inc. maintains Professional Liability and fidelity bond insurance policies issued by
an international insurer. The policies cover ING America Insurance Holdings, Inc. and any company in
which ING America Insurance Holdings, Inc. has a controlling financial interest of 50% or more. These
policies include the principal underwriter, as well as, the depositor and any/all assets under the care,
custody and control of ING America Insurance Holdings, Inc. and/or its susidiaries. The policies
provide for the following types of coverage: errors and omissions/professional liability, employment
practices liability and fidelity/crime.

Section 20 of the ING Financial Advisers, LLC Limited Liability Company Agreement executed as of
November 28, 2000, provides that ING Financial Advisers, LLC will indemnify certain persons against
any loss, damage, claim or expenses (including legal fees) incurred by such person if he is made a party
or is threatened to be made a party to a suit or proceeding because he was a member, officer, director,
employee or agent of ING Financial Advisers, LLC, as long as he acted in good faith on behalf of ING.

Financial Advisers, LLC and in a manner reasonably believed to be within the scope of his authority.
An additional condition requires that no person shall be entitled to indemnity if his loss, damage, claim
or expense was incurred by reason of his gross negligence or willful misconduct. This indemnity
provision is authorized by and is consistent with Title 8, Section 145 of the General Corporation Law of
the State of Delaware.



Item 29.

Principal Underwriter

(a)     

In addition to serving as the principal underwriter for the Registrant, ING Financial Advisers, LLC also acts as the principal underwriter for ING Partners, Inc. (a management investment company registered under the Investment Company Act of 1940 (1940 Act)). Additionally, ING

 

Financial Advisers, LLC acts as the principal underwriter for Variable Life Account B of ING Life Insurance and Annuity Company (ILIAC), Variable Life Account C of ILIAC, Variable Annuity Account C of ILIAC, Variable Annuity Account I of ILIAC and Variable Annuity Account G of ILIAC (separate accounts of ILIAC registered as unit investment trusts under the 1940 Act). ING Financial Advisers, LLC is also the principal underwriter for (i) Separate Account N of ReliaStar Life Insurance Company (RLIC) (a separate account of RLIC registered as a unit investment trust under the 1940 Act.), (ii) ReliaStar Select Variable Account of ReliaStar Life Insurance Company (a separate account of RLIC registered as a unit investment trusts under the 1940 Act), (iii) MFS ReliaStar Variable Account (a separate account of RLIC registered as a unit investment trusts under the 1940 Act), (iv) Northstar Variable Account (a separate account of RLIC registered as a unit investment trusts under the 1940 Act) (v) ReliaStar Life Insurance Company of New York Variable Annuity Funds A, B, C (a management investment company registered under the 1940 Act), (vi) ReliaStar Life Insurance Company of New York Variable Annuity Funds D, E, F, G, H, I (a management investment company registered under the 1940 Act), (vii) ReliaStar Life Insurance Company of New York Variable Annuity Funds M, P, and Q (a management investment company registered under the1940 Act), and (viii) ReliaStar Life Insurance Company of New York Variable Annuity Funds M P (a management investment company registered under the1940 Act).

(b)     

The following are the directors and officers of the Principal Underwriter:

Name and Principal Business Address   Positions and Offices with Principal Underwriter
Ronald R. Barhorst,   President and Director
4225 Executive Square, La Jolla, CA 92037    
 
Kristin H. Hultgren,   Chief Financial Officer
One Orange Way, Windsor, CT 06095-4774    
 
William Wilcox,   Chief Compliance Officer and Director
One Orange Way, Windsor, CT 06095-4774    
 
Brian D. Comer,   Senior Vice President and Director
One Orange Way, Windsor, CT 06095-4774    
 
Randall Ciccati,   Director
400 First Street, St. Cloud, MN 56301    
 
Boyd G. Combs,   Senior Vice President , Tax
5780 Powers Ferry Road, N.W., Atlanta, GA 30327    
 
William S. Jasien,   Senior Vice President
12701 Fair Lakes Circle, Ste 470, Fairfax, VA 22033    
 
David S. Pendergrass,   Vice President and Treasurer
5780 Powers Ferry Road, NW, Atlanta, GA 30327    
 
Joy M. Benner,   Secretary
20 Washington Avenue S, Minneapolis, MN 55401    

 



(c)     

Compensation from January 1, 2009 to December 31, 2009:

(1) (2) (3) (4) (5)
  Net      
Name of Underwriting Compensation on    
Principal Discounts and Redemption or Brokerage  
Underwriter Commissions Annuitization Commissions Compensation*
ING Financial        
Advisers, LLC       $1,658,134.85

 

*     

Reflects compensation paid to ING Financial Advisers, LLC attributable to regulatory and operating expenses associated with the distribution of all registered variable annuity products issued by Variable Annuity Account B of ING Life Insurance and Annuity Company during 2010.

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 ING Life Insurance and Annuity Company at One Orange Way, Windsor, CT 06095-4774
and ING Americas at 5780 Powers Ferry Road, Atlanta, GA 30327-4390 and 1475 Dunwoody Drive,
West Chester, PA 19380-1478.

Item 31. Management Services
Not Applicable

Item 32. Undertakings
Registrant hereby undertakes:

(i)     

to file a post-effective amendment to this registration statement on Form N-4 as frequently as is necessary to ensure that the audited financial statements in the registration statement are never more than sixteen months old for as long as payments under the variable annuity contracts may be accepted;

(ii)     

to include as part of any application to purchase a contract offered by a prospectus which is part of this registration statement on Form N-4, a space that an applicant can check to request a Statement of Additional Information or 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

(iii)     

to deliver any Statement of Additional Information and any financial statements required to be made available under this Form N-4 promptly upon written or oral request.

The Company hereby represents that it is relying upon and complies with the provisions of Paragraphs (1) through
(4) of the SEC Staff's No-Action Letter dated November 28, 1988 with respect to language concerning withdrawal
restrictions applicable to plans established pursuant to Section 403(b) of the Internal Revenue Code. See American
Counsel of Life Insurance; SEC No-Action Letter, [1988 WL 1235221 *13 (S.E.C.)]

Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

ING Life Insurance and Annuity Company represents that the fees and charges deducted under the contracts covered
by this registration statement, in the aggregate, are reasonable in relation to the services rendered, expenses expected
to be incurred, and the risks assumed by ING Life Insurance and Annuity Company.



The Depositor and Registrant rely on SEC regulation.



SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant, ING Life
Insurance and Annuity Company, Variable Annuity Account B, certifies that it meets all the requirements for
effectiveness of this Registration Statement under Rule 485(b) under the Securities Act of 1933 and has duly
caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the
undersigned, duly authorized, in the City of West Chester, Commonwealth of Pennsylvania, on the 15th day of
December, 2010.

By:   VARABLE ANNUITY ACCOUNT B
    (REGISTRANT)
 
By:   ING LIFE INSURANCE AND ANNUITY COMPANY
    (DEPOSITOR)
 
By:    
    Catherine H. Smith*
    President (Principal Executive Officer)
 

By:

 

/s/ Nicholas Morinigo Nicholas Morinigo as Attorney-in-Fact

 

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 15, 2010.

Signatures   Titles
 
 
President and Director
Catherine H. Smith*   (principal executive officer)
 
 
Director and Chairman
Thomas J. McInerney*    
 
 
    Director, Executive Vice President and Chief Financial Officer
Ewout L. Steenbergen*    
 
 
    Senior Vice President and Chief Accounting Officer
Steven T. Pierson*    
 
 
    Director
Donald W. Britton*    

 



Signatures   Titles
 
    Director
Lynne R. Ford *    
 
 
    Director
Robert G. Leary*    
 
 
    Director
Michael S. Smith*    
 
 

By: /s/ Nicholas Morinigo Nicholas Morinigo as Attorney-in-Fact

 

 

*Executed by Nicholas Morinigo on behalf of those indicated pursuant to Powers of Attorney.



  VARIABLE ANNUITY ACCOUNT B  
  EXHIBIT INDEX  
Exhibit No. Exhibit  
24(b)(9) Opinion and Consent of Counsel EX-99.B9
24(b)(10) Consent of Independent Registered Public Accounting Firm EX-99.B10
24(b)(14) Powers of Attorney EX-99.B14