485BPOS 1 final.htm REGISTRATION STATEMENT final.htm - Generated by SEC Publisher for SEC Filing
As filed with the Securities and Exchange  Registration No. 333-56297 
Commission on December 19, 2013  Registration No. 811-02512 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION 
Washington, D.C. 20549
 
FORM N-4
 
Post-Effective Amendment No. 47
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 (date), pursuant to paragraph (b) of Rule 485 
[ ]  60 days after filing pursuant to paragraph (a)(1) 
[ ]  on (date), 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 May 1, 2013 and
as supplemented, is incorporated into Parts A and B, respectively, of this amendment by reference to Post-Effective
Amendment No. 46 to this Registration Statement, as filed on April 9, 2013 (Accession No. 0000836687-13-
000096). 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 19, 2013 
To the Current Prospectus For:
 
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. If you have any questions, please call our 
Customer Service Center at 1-800-366-0066. 

 

IMPORTANT INFORMATION REGARDING UPCOMING INVESTMENT PORTFOLIO CHANGES 
 
Please Note: The following information only affects you if you currently invest in or plan to invest in a 
subaccount that corresponds to the investment portfolios referenced below. 
 
 
INFORMATION REGARDING THE ADDITION OF AN INVESTMENT OPTION
 
Effective on or about the close of business on February 7, 2014, the following portfolio will be added as an 
available investment option under your contract: 
       ING Global Perspectives Portfolio (Class ADV) 
Investment Objective: Seeks total return. 
Investment Adviser: ING Investments, LLC 
Investment Subadviser: ING Investment Management Co. LLC 
 
 
REORGANIZATIONS OF INVESTMENT PORTFOLIOS
 
The Board of Trustees of ING Investors Trust has approved separate proposals to reorganize the following 
“Merging Portfolios” with and into the following “Surviving Portfolios.” The proposed reorganizations are 
subject to approval by the shareholders of each Portfolio. If shareholder approval is obtained, it is expected each 
reorganization will be effective on or about the close of business on the Merger Date shown below. 

 

Merging Portfolios  Surviving Portfolios  Merger Date 
ING American Funds International Portfolio   ING International Index Portfolio March 14, 2014 
(Class I)
ING American Funds Asset Allocation  ING Invesco Equity and Income Portfolio  March 14, 2014 
Portfolio  (Class I)   
ING American Funds World Allocation  ING Global Perspectives Portfolio  March 14, 2014 
Portfolio (Class S)  (Class ADV)   
ING PIMCO Total Return Bond Portfolio  ING Intermediate Bond Portfolio   
(Class S)  (Class I)  March 21, 2014 

 

Prior to the reorganization, the ING PIMCO Total Return Bond Portfolio will be renamed the ING Total Return 
Bond Portfolio and change its investment subadviser to ING Investment Management Co. LLC effective on or 
about the close of business on February 4, 2014.   
 
On the effective reorganization dates noted above, a shareholder of each given Merging Portfolio will become a 
shareholder of the corresponding Surviving Portfolio. Each shareholder will thereafter hold shares of the 
corresponding Surviving Portfolio having equal aggregate value as shares of the Merging Portfolio, and the 
Merging Portfolio will no longer be available under the contract.   
 
X.INGVA-13A  Page 1 of 2  December 2013 

 


Prior to the reorganizations, you may reallocate your contract value in each Merging Portfolio to another
investment portfolio or fixed option currently available under the contract. This reallocation will neither count
as a transfer for purposes of our Excessive Trading Policy nor be subject to a transfer charge under the contract.
Contract value remaining in each Merging Portfolio on the reorganization date will be placed in the
corresponding Surviving Portfolio. Unless you provide us with alternative allocation instructions, after the
reorganization date all future allocations directed to a given Merging Portfolio will be automatically allocated to
the corresponding Surviving Portfolio. You may provide alternative instructions by calling our Customer
Service Center.

As of the dates noted above, all references in the prospectus to the Merging Portfolios are deleted. For more
information please refer to your prospectus or call our Customer Service Center.

X.INGVA-13A  Page 2 of 2  December 2013 

 


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: 
      Condensed Financial Information (Accumulation Unit Values) 
      Financial Statements of Variable Annuity Account B: 
      -  Report of Independent Registered Public Accounting Firm 
      -  Statements of Assets and Liabilities as of December 31, 2012 
      -  Statements of Operations for the year ended December 31, 2012 
      -  Statements of Changes in Net Assets for the years ended December 31, 2012 and 2011 
      -  Notes to Financial Statements 
      Consolidated Financial Statements of ING Life Insurance and Annuity Company: 
      -  Report of Independent Registered Public Accounting Firm 
      -  Consolidated Balance Sheets as of December 31, 2012 and 2011 
      -  Consolidated Statements of Operations for the years ended December 31, 2012, 2011 
        and 2010 
      -  Consolidated Statements of Comprehensive Income for the years ended 
        December 31, 2012, 2011, and 2010 
      -  Consolidated Statements of Changes in Shareholder’s Equity for the years ended 
        December 31, 2012, 2011 and 2010 
      -  Consolidated Statements of Cash Flows for the years ended December 31, 2012, 2011 
        and 2010 
      -  Notes to Consolidated 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. 033-75986, 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. 033- 
        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. 
        033-75996, 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. 033- 
        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. 033-75962, 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. 033- 
  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. 033-23376, 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. 033-75988, 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. 033-75988, 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. 033- 
  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. 033-75962, 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. 033-23512, 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. 033-75962), 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. 033-75988, 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. 033-75988, 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. 033-75962, 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. 033- 
  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. 033-75988, 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. 033-81216, 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. 033- 
  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. 033-81216, 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. 033-75988, 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. 033-81216, 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. 033-75962, 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. 033-75986, as filed 
  on April 2, 1996.)   
(14)  Powers of Attorney, incorporated herein by reference to Post-Effective Amendment No. 
  46 filing of a registration statement on Form N-4 for ING Life Insurance and Annuity 
  Company Variable Annuity Account B filed with the Securities and Exchange 
  Commission on April 9, 2013 (File Nos. 333-56297, 811-02512). 
 
Item 25. Directors and Officers of the Depositor   
Name  Principal Business Address  Positions and Offices with Depositor 
Mary (Maliz) E. Beams*  One Orange Way  Director and President 
  Windsor, CT 06095-4774   
Steven T. Pierson*  5780 Powers Ferry Road, NW  Senior Vice President and Chief 
  Atlanta, GA 30327-4390  Accounting Officer 
Mark B. Kaye*  One Orange Way  Senior Vice President and Chief 
  Windsor, CT 06095-4774  Financial Officer 
Michael S. Smith*  1475 Dunwoody Drive  Director, Executive Vice President and 
  West Chester, PA 19380  Chief Risk Officer 
Ewout L. Steenbergen*  230 Park Avenue  Director, Executive Vice President, 
  New York, NY 10169  Finance 
Donald W. Britton*  20 Wasington Avenue South  Director 
  Minneapolis, MN 55401   
Alain M. Karaoglan*  230 Park Avenue  Director 
  New York, NY 10169   
Rodney O. Martin*  230 Park Avenue  Director 
  New York, NY 10169   
Tina A. Campbell  30 Braintree Hill Office Park, Flrs 2-4  Senior Vice President and Deputy 
  Braintree, MA 02184  General Counsel 
Boyd G. Combs  5780 Powers Ferry Road, NW  Senior Vice President, Tax 
  Atlanta, GA 30327-4390   

 


Ralph Ferraro  One Orange Way  Senior Vice President 
  Windsor, CT 06095-4774   
Michael Gioffre  One Orange Way  Senior Vice President and Chief 
  Windsor, CT 06095-4774  Compliance Officer 
Howard Green  230 Park Avenue  Senior Vice President, Compensation 
  New York, NY 10169   
Megan A. Huddleston  One Orange Way  Senior Vice President and Secretary 
  Windsor, CT, 06095-4774   
Christine Hurtsellers  5780 Powers Ferry Road, NW  Senior Vice President 
  Atlanta, GA 30327-4390   
Patrick D. Lusk  1475 Dunwoody Drive  Senior Vice President and Appointed 
  West Chester, PA 19380  Actuary 
Richard T. Mason  One Orange Way  Senior Vice President 
  Windsor, CT 06095-4774   
Gilbert E. Mathis  5780 Powers Ferry Road, NW  Senior Vice President 
  Atlanta, GA 30327-4390   
Diane McCarthy  1475 Dunwoody Drive  Senior Vice President, Finance 
  West Chester, PA 19380   
David S. Pendergrass  5780 Powers Ferry Road, NW  Senior Vice President and Treasurer 
  Atlanta, GA 30327-4390   

 

*Principal delegated legal authority to execute this registration statement pursuant to Powers of Attorney. 
 
Item 26.  Persons Controlled by or Under Common Control with the Depositor or Registrant 
  Incorporated herein by reference to Item 26 in Post-Effective Amendment No. 59 to Registration 
  Statement on Form N-4 for Separate Account B of ING USA Annuity and Life Insurance Company 
  (File No. 333-28679), as filed with the Securities and Exchange Commission on December 19, 2013. 
 
Item 27.  Number of Contract Owners 
  As of November 29, 2013, there were 6,159 qualified contract owners and 4,176 non-qualified contract 
  owners. 

 


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 U.S., Inc.
maintains Professional Liability and fidelity bond insurance policies issued by an international insurer.
The policies cover ING U.S., Inc. and any company in which ING U.S., Inc. has a controlling financial
interest of 50% or more. These policies include either or both the principal underwriter, the depositor
and any/all assets under the care, custody and control of ING U.S., Inc. and/or its subsidiaries. The
policies provide for the following types of coverage: errors and omissions/professional liability,
employment practices liability and fidelity/crime (a.k.a. “Financial Institutional Bond”).

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  Principal Business Address  Positions and Offices with Principal 
    Underwriter 
Patrick J. Kennedy  One Orange Way  Director and President 
  Windsor, CT 06095-4774   
Kristin H. Hultgren  One Orange Way  Chief Financial Officer 
  Windsor, CT 06095-4774   
Karl S. Lindberg  909 Locust Street  Director 
  Des Moines, IA 50309   
Richard Linton, Jr.  One Orange Way  Director 
  Windsor, CT 06095-4774   
Regina Gordon  One Orange Way  Chief Compliance Officer 
  Windsor, CT 06095-4774   
Boyd G. Combs  5780 Powers Ferry Road, N.W.  Senior Vice President , Tax 
  Atlanta, GA 30327   
David S. Pendergrass  5780 Powers Ferry Road, NW  Vice President and Treasurer 
  Atlanta, GA 30327   
Megan A. Hulddeston  One Orange Way  Secretary 
  Windsor, CT 06095-4774   

 

(c)  Compensation from January 1, 2012 to December 31, 2012:     
  (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        $1,907,879.60 

 

*  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 2012. 

 


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. 
 
REPRESENTATIONS
 
The Company hereby represents that with respect to plans established pursuant to Section 403(b) of the Internal 
Revenue Code of 1986, as amended, that are subject to the Employee Retirement Income Security Act of 1974, as 
amended (“ERISA”), it is relying on and complies with the terms of the SEC Staff's No-Action Letter dated August 
30, 2012,  with respect to participant acknowledgement of and language concerning withdrawal restrictions 
applicable to such plans. See ING Life Insurance and Annuity Company; SEC No-Action Letter, 2012 WL 
3862169, August 30, 2012. 
 
Except in relation to 403(b) plans subject to ERISA, the Company hereby represents that it is relying on 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 of 1986, as amended. See American Council of Life Insurance; S.E.C. No- 
Action Letter, 1988 WL 1235221, November 28, 1988. 
 
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. 
 
`

 


                                                               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 19th day of
December, 2013.

By:  VARABLE ANNUITY ACCOUNT B 
  (REGISTRANT) 
 
By:  ING LIFE INSURANCE AND ANNUITY COMPANY 
  (DEPOSITOR) 
 
By:  Mary (Maliz) E. Beams* 
  Mary (Maliz) E. Beams 
  President and Director (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 19, 2013.

Signatures  Titles 
 
Mary (Maliz) E. Beams*  President and Director 
Mary (Maliz) E. Beams  (principal executive officer) 
 
Steven T. Pierson*  Senior Vice President and Chief Accounting Officer 
Steven T. Pierson  (principal accounting officer) 
 
Mark B. Kaye*  Senior Vice President and Chief Financial Officer 
Mark B. Kaye  (principal financial officer) 
 
Michael S. Smith*  Director 
Michael S. Smith   
 
Ewout L. Steenbergen*  Director 
Ewout L. Steenbergen   
 
Donald W. Britton*  Director 
Donald W. Britton   
 
Alain M. Karaoglan*  Director 
Alain M. Karaoglan   
 
Rodney O. Martin*  Director 
Rodney O. Martin   

 

By:  /s/ Nicholas Morinigo 
  Nicholas Morinigo as Attorney-in-Fact 
 
  *Executed by Nicholas Morinigo on behalf of those indicated pursuant to Powers of Attorney. 

 


  EXHIBIT INDEX   
Item  Exhibit  Type# 
24(b)(9)  Opinion and Consent of Counsel  EX-99.B9 
24(b)(10)  Consent of Independent Registered Public Accounting Firm  EX-99.B10