485APOS 1 shell105479afiling.htm 105479 485(A) PEA # 3

As filed with the Securities and Exchange
Commission on June 3, 2004

Registration No. 333-105479
Registration No. 811-2513


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-4

Post-Effective Amendment No. 3 To
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

and Amendment to

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Variable Annuity Account C of ING Life Insurance and Annuity Company

ING Life Insurance and Annuity Company

151 Farmington Avenue, TS31, Hartford, Connecticut 06156

Depositor's Telephone Number, including Area Code: (860) 723-2239

Michael A. Pignatella, Counsel
ING Life Insurance and Annuity Company
151 Farmington Avenue, TS31, Hartford, Connecticut 06156
(Name and Address of Agent for Service)

It is proposed that this filing will become effective:

 

X

 

60 days after filing pursuant to paragraph (a)(1) of Rule 485

     

on ________________ pursuant to paragraph (a)(1) of Rule 485

VARIABLE ANNUITY ACCOUNT C

AFT Choice Plus

ING Life Insurance and Annuity Company

Supplement Dated August 2, 2004 to
Contract Prospectus and Contract Prospectus Summary dated May 1, 2004

The information in this supplement updates and amends certain information contained in the Contract Prospectus and Contract Prospectus Summary each dated May 1, 2004. You should read this supplement along with the Contract Prospectus and/or the Contract Prospectus Summary.

 

The following is added to the section entitled "Death Benefit - During the Accumulation Phase" in the Contract Prospectus on page 26 and to the section entitled "Death Benefit - Payment During the Accumulation Phase" in the Contract Prospectus Summary.

The contract provides a guaranteed death benefit if the contract beneficiary elects a lump-sum distribution or an income phase payment option within six months of your death. The guaranteed death benefit is the greater of:

(a) Your account value on the day that notice of death and request for payment are received in good order at our USFS Customer Service Center; or

(b) The sum of payments (minus any applicable premium tax) made to your account, minus withdrawals made from your account, and any outstanding loan amount.


















X.105479-04A

C04-0521-014R(05/04)

August 2004

VARIABLE ANNUITY ACCOUNT C
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 C:

-

Report of Independent Auditors

-

Statement of Assets and Liabilities as of December 31, 2003

-

Statement of Operations for the year ended December 31, 2003

-

Statements of Changes in Net Assets for the years ended December 31, 2003 and 2002

-

Notes to Financial Statements

 

Financial Statements of ING Life Insurance and Annuity Company:

-

Report of Independent Auditors

-

Consolidated Income Statements for the years ended December 31, 2003, 2002 and 2001

-

Consolidated Balance Sheet as of December 31, 2003 and 2002

-

Consolidated Statements of Changes in Shareholder's Equity for the years ended December 31, 2003, 2002 and 2001

-

Consolidated Statements of Cash Flows for the years ended December 31, 2003, 2002 and 2001

-

Notes to Consolidated Financial Statements

(b)

Exhibits

 

(1)

Resolution establishing Variable Annuity Account C - Incorporated by reference to Post-Effective Amendment No. 6 to Registration Statement on Form N-4 (File No. 33-75986), as filed on April 22, 1996.

 

(2)

Not applicable

 

(3.1)

Broker-Dealer Agreement - Incorporated by reference to Registration Statement on Form N-4 (File No. 333-56297), as filed on June 8, 1998.

 

(3.2)

Alternative Form of Wholesaling Agreement and Related Selling Agreement - Incorporated by reference to Post-Effective Amendment No. 5 to Registration Statement on Form N-4 (File No. 33-75986), as filed on April 12, 1996.

 

(3.3)

Broker-Dealer Agreement dated June 7, 2000 between Aetna Life Insurance and Annuity Company and Aetna Investment Services, Inc. (AISI) and Letter of Assignment to AISI - Incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement on Form N-4 (File No. 333-49176), as filed on November 30, 2000.

 

(3.4)

Underwriting Agreement dated November 17, 2000 between Aetna Life Insurance and Annuity Company and Aetna Investment Services LLC - Incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement on Form N-4 (File No. 333-49176), as filed on November 30, 2000.

 

(4.1)

Variable Annuity Contract (G-CDA(12/99)) - Incorporated by reference to Post-Effective Amendment No. 6 to Registration Statement on Form N-4 (File No. 33-75974), as filed on February 28, 1997.

 

(4.2)

Variable Annuity Contract Certificate (C-CDA(12/99)) - Incorporated by reference to Post-Effective Amendment No. 6 to Registration Statement on Form N-4 (File No. 33-75974), as filed on February 28, 1997.

 

(4.3)

Contract Schedule I AFT-403M (08/03)-E-MGIRMM-03

 

(4.4)

Contract Schedule I AFT-457M(08/03)-E-MGIRMM-03 to Contract
G-CDA(12/99) and Certificate C-CDA(12/99)

 

(4.5)

Contract Schedule I AFT-457-SMGIR (09/03) to Contract G-CDA(12/99) and Certificate C-CDA(12/99)

 

(4.6)

Contract Schedule I AFT-403MMGIR (09/03) to Contract G-CDA(12/99) and Certificate C-CDA(12/99)

 

(4.7)

Contract Schedule I AFT-403S (08/03)-E-MGIRMM-03 to Contract G-CDA(12/99) and Certificate C-CDA(12/99)

 

(4.8)

Contract Schedule I AFT-403SMGIR (09/03) to Contract G-CDA(12/99) and Certificate C-CDA(12/99)

 

(4.9)

Contract Schedule I AFT-457MMGIR (09/03) to Contract G-CDA(12/99) and Certificate C-CDA(12/99)

 

(4.10)

Endorsement (E-MMLOAN(12/99)) to Contract G-CDA(12/99) and Contract Certificate C-CDA(12/99) - Incorporated by reference to Post-Effective Amendment No. 6 to Registration Statement on Form N-4 (File No. 33-75974), as filed on February 28, 1997.

 

(4.11)

Endorsement (E-MMFPEX-99R) to Contract G-CDA(12/99) and Contract Certificate C-CDA(12/99) - Incorporated by reference to Post-Effective Amendment No. 6 to Registration Statement on Form N-4 (File No. 33-75974), as filed on February 28, 1997.

 

(4.12)

Endorsement (E-MMGDB(12/99)) to Contract G-CDA(12/99) and Contract Certificate C-CDA(12/99) - Incorporated by reference to Post-Effective Amendment No. 6 to Registration Statement on Form N-4 (File No. 33-75974), as filed on February 28, 1997.

 

(4.13)

Endorsement (E-MMLSWC(12/99)) to Contract G-CDA(12/99) and Contract Certificate C-CDA(12/99) - Incorporated by reference to Post-Effective Amendment No. 6 to Registration Statement on Form N-4 (File No. 33-75974), as filed on February 28, 1997.

 

(4.14)

Endorsement (E-MMTC(12/99)) to Contract G-CDA(12/99) and Contract Certificate C-CDA(12/99) - Incorporated by reference to Post-Effective Amendment No. 6 to Registration Statement on Form N-4 (File No. 33-75974), as filed on February 28, 1997.

 

(4.15)

Endorsement (EMMCC-01) to Contract G-CDA(12/99)) and Certificate
C-CDA(12/99) - Incorporated by reference to Post-Effective Amendment No. 30 to Registration Statement on Form N-4 (File No. 333-01107), as filed on April 10, 2002.

 

(4.16)

Endorsement EEGTRRA-HEG(01) to Contract C-CDA(12/99) and Certificate C-CDA(12/99) - Incorporated by reference to Post-Effective Amendment No. 22 to Registration Statement on Form N-4 (File No. 33-81216), as filed on February 15, 2002.

 

(4.17)

Endorsement (E-AFT-M(08/03)) to Contract C-CDA(12/99) and Certificate
C-CDA(12/99)

 

(5)

Not applicable

 

(6.1)

Restated Certificate of Incorporation (amended and restated as of January 1, 2002) of ING Life Insurance and Annuity Company (formerly Aetna Life Insurance and Annuity Company) - Incorporated by reference to ING Life Insurance and Annuity Company annual report on Form 10-K (File No. 33-23376), as filed on March 28, 2002.

 

(6.2)

By-Laws restated as of January 1, 2002 of ING Life Insurance and Annuity Company (formerly Aetna Life Insurance and Annuity Company) - Incorporated by reference to ING Life Insurance and Annuity Company annual report on Form 10-K (File No. 33-23376), as filed on March 28, 2002.

 

(7)

Not applicable

 

(8.1)

Participation Agreement dated as of July 20, 2001 between Franklin Templeton Variable Insurance Products Trust, Franklin Templeton Distributors, Inc. and Aetna Life Insurance and Annuity Company - Incorporated by reference to Post-Effective Amendment No. 27 to Registration Statement on Form N-4 (File No. 333-01107), as filed on October 26, 2001.

 

(8.2)

Amendment dated as of January 2, 2002 to Participation Agreement dated as of July 20, 2001 by and among Franklin Templeton Variable Insurance Products Trust, Franklin Templeton Distributors, Inc., Aetna Life Insurance and Annuity Company, Aetna Insurance Company of America, Golden American Life Insurance Company and Direct Services, Inc. - Incorporated by reference to Post-Effective Amendment No. 30 to Registration Statement on Form N-4 (File No. 333-01107), as filed on April 10, 2002.

 

(8.3)

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 its series and Aeltus Investment Management, Inc. - Incorporated by reference to Registration Statement on Form N-4 (File No. 333-56297), as filed on June 8, 1998.

 

(8.4)

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 its series and Aeltus Investment Management, Inc. - Incorporated 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.

 

(8.5)

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 its series and Aeltus Investment Management, Inc. - Incorporated by reference to Post-Effective Amendment No. 19 to Registration Statement on Form N-4 (File No. 333-01107), as filed on February 16, 2000.

 

(8.6)

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 its series and Aeltus Investment Management, Inc. - Incorporated 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.

 

(8.7)

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 its series and Aeltus Investment Management, Inc. - Incorporated 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.

 

(8.8)

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 Generation Portfolios, Inc. on behalf of each of its series, Aetna Variable Portfolios, Inc. on behalf of each of its series and Aeltus Investment Management, Inc. - Incorporated by reference to Post-Effective Amendment No. 24 to Registration Statement on Form N-4 (File No. 333-01107), as filed on April 13, 2001.

 

(8.9)

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 among Aetna Life Insurance and Annuity Company, Aeltus Investment Management, Inc. 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 Generations Portfolios, Inc., on behalf of each of its series, and Aetna Variable Portfolios, Inc., on behalf of each of its series - Incorporated by reference to Post-Effective Amendment No. 32 to Registration Statement on Form N-4 (File No. 333-75988), as filed on April 13, 2004.

 

(8.10)

Service Agreement dated 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 by reference to Registration Statement on Form N-4 (File No. 333-56297), as filed on June 8, 1998.

 

(8.11)

Amendment dated November 4, 1998 to Service Agreement dated 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 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.

 

(8.12)

Second Amendment dated February 11, 2000 to Service Agreement dated 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 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.

 

(8.13)

Third Amendment dated May 1, 2000 to Service Agreement dated 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 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.

 

(8.14)

Fourth Amendment dated as of June 26, 2001 to Service Agreement with Investment Advisor effective as of May 1, 1998, as amended on November 4, 1998, February 11, 2000 and May 1, 2000 between Aeltus Investment Management, Inc. and Aetna Life Insurance and Annuity Company - Incorporated by reference to Post-Effective Amendment No. 32 to Registration Statement on Form N-4 (File No. 333-75988), as filed on April 13, 2004.

 

(8.15)

Participation Agreement dated as of November 28, 2001 among Portfolio Partners, Inc., Aetna Life Insurance and Annuity Company and Aetna Investment Services, LLC - Incorporated 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.

 

(8.16)

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 Participation Agreement dated November 28, 2001 - Incorporated 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.

 

(8.17)

Amendment dated May 1, 2003 between ING Partners, INC., ING Life Insurance and Annuity Company and ING Financial Advisers, LLC to the Participation Agreement dated as of November 28, 2001 and subsequently amended on March 5, 2002 - Incorporated 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.

 

(8.18)

Shareholder Servicing Agreement (Service Class Shares) dated as of November 27, 2001 between Portfolio Partners, Inc. and Aetna Life Insurance and Annuity Company - Incorporated 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.

 

(8.19)

Amendment dated March 5, 2002 between Portfolio Partners, Inc. (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 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.

 

(8.20)

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 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.

 

(8.21)

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 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.

 

(8.22)

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 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.

 

(8.23)

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 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.

 

(8.24)

(Retail) Participation Agreement dated as of October 1, 2000 by and Among AIM Equity Funds, AIM Distributors, Inc., and Aetna Life Insurance and Annuity Company - Incorporated by reference to Registration Statement on Form N-4 (File No. 333-105479), as filed on May 22, 2003.

 

(8.25)

(Retail) Amendment dated January 1, 2003 to Participation Agreement dated as of October 1, 2000 by and among AIM Equity Funds, AIM Distributors, Inc., and Aetna Life Insurance and Annuity Company - Incorporated by reference to Post-Effective Amendment No. 2 to Registration Statement on Form N-4 (File No. 333-105479), as filed on April 21, 2004.

 

(8.26)

(Retail) Amendment dated as of October 1, 2000 to Shareholder Services Agreement dated as of October 1, 1998 for Sale of Shares of The AIM Mutual Funds - Incorporated by reference to Post-Effective Amendment No. 32 to Registration Statement on Form N-4 (File No. 333-75988), as filed on April 13, 2004.

 

(8.27)

(Retail) Shareholder Services Agreement dated as of October 1, 1998 for Sale of Shares of The AIM Mutual Funds - Incorporated by reference to Post-Effective Amendment No. 32 to Registration Statement on Form N-4 (File No. 333-75988), as filed on April 13, 2004.

 

(8.28)

Form of (Retail) Fund Participation Agreement between Janus Adviser Series and Aetna Life Insurance and Annuity Company

 

(8.29)

(Retail) Participation Agreement dated as of May 1, 1996 between Aetna Life Insurance and Annuity Company and Lord Abbett Family of Funds - Incorporated by reference to Registration Statement on Form N-4 (File No. 333-105479), as filed on May 22, 2003.

 

(8.30)

(Retail) Amendment No. 1 dated as of February 1, 2001 to Participation Agreement between ING Life Insurance and Annuity Company, Lord Abbett Family of Funds, and Lord Abbett Distributor LLC - Incorporated by reference to Registration Statement on Form N-4 (File No. 333-105479), as filed on May 22, 2003.

 

(8.31)

(Retail) Fund Participation Agreement dated August 15, 2000 between Oppenheimer and Aetna Life Insurance and Annuity Company - Incorporated by reference to Post-Effective Amendment No. 23 to Registration Statement on Form N-4 (File No. 333-01107), as filed on December 13, 2000.

 

(8.32)

(Retail) Fund Participation Agreement dated as of August 8, 2000 between Aetna Life Insurance and Annuity Company and PAX World Balanced Fund, Inc. - Incorporated by reference to Post-Effective Amendment No. 23 to Registration Statement on Form N-4 (File No. 333-01107), as filed on December 13, 2000.

 

(8.33)

Fund Participation Agreement dated as of September 21, 2000 among Pioneering Services Corporation, Pioneer Funds Distributor, Inc. and Aetna Life Insurance and Annuity Company - Incorporated by reference to Registration Statement on Form N-4 (File No. 333-105479), as filed on May 22, 2003.

 

(8.34)

(Retail) Amendment dated as of August 5, 2003 to Fund Participation Agreement dated as of September 21, 2000 among Pioneering Services Corporation, Pioneer Funds Distributor, Inc. and Aetna Life Insurance and Annuity Company - Incorporated by reference to Post-Effective Amendment No. 2 to Registration Statement on Form N-4 (File No. 333-105479), as filed on April 21, 2004.

 

(8.35)

(Retail)Fund Participation Agreement effective October 1, 2000 between Aetna Life Insurance and Annuity Company and Bankers Trust Company (Scudder) - Incorporated by reference to Registration Statement on Form N-4 (File No. 333-105479), as filed on May 22, 2003.

 

(9)

Opinion and Consent of Counsel*

 

(10)

Consent of Independent Auditors*

 

(11)

Not applicable

 

(12)

Not applicable

 

(13.1)

Powers of Attorney - Incorporated by reference to Post-Effective Amendment No. 1 to Registration Statement on Form S-2 of ING Life Insurance and Annuity Company (File No. 333-104456), as filed on April 5, 2004.

 

(13.2)

Authorization for Signatures - Incorporated by reference to Post-Effective Amendment No. 5 to Registration Statement on Form N-4 (File No. 33-75986), as filed on April 12, 1996.

*To be filed by amendment

Item 25. Directors and Officers of the Depositor*

Name and Principal
Business Address

Positions and Offices with
Depositor

Keith Gubbay1

Director and President

Thomas Joseph McInerney1

Director

Kathleen Ann Murphy1

Director

Jacques de Vaucleroy1

Director and Senior Vice President

David A. Wheat1

Director, Senior Vice President and Chief Financial Officer

Allan Baker2

Senior Vice President

Robert L. Francis
6140 Stonehedge Mall Rd., Ste. 375
Pleasanton, California 94588

Senior Vice President

Shaun Patrick Mathews2

Senior Vice President

Stephen Joseph Preston3

Senior Vice President

Boyd George Combs1

Senior Vice President, Tax

James G. Auger2

Vice President

Pamela M. Barcia2

Vice President

Ronald R. Barhorst
7676 Hazard Ctr. Dr.
San Diego, California 92108

Vice President

Linda Beblo3

Vice President

Jeoffrey A. Block4

Vice President

Kevin P. Brown2

Vice President

Anthony V. Camp2

Vice President

Kevin L. Christensen4

Vice President

Andrew D. Chua5

Vice President

Elizabeth A. Clifford3

Vice President

Brian D. Comer2

Vice President

Patricia Marie Corbett4

Vice President

Karen Czizik5

Vice President

Robert B. DiMartino2

Vice President

Shari Ann Enger3

Vice President

Brian K. Haendiges2

Vice President

Steven J. Haun4

Vice President

James Hennessy6

Vice President

Ronald Christian Hull2

Vice President

William S. Jasien
12701 Fair Lakes Circle, Suite 470
Fairfax, Virginia 22033

Vice President

David Kelsey2

Vice President

Mary Ann Langevin2

Vice President

Roger Ernest Lavallee2

Vice President

Frederick C. Litow1

Vice President

Christine Cannon Marcks2

Vice President

Gregory J. Miller2

Vice President

Todd E. Nevenhoven4

Vice President

Ethel Pippin2

Vice President

Mary Kathleen Reid2

Vice President

Robert A. Richard2

Vice President

Michael Roland6

Vice President

Carl P. Steinhilber2

Vice President

Laurie M. Tillinghast2

Vice President

Stanley Vyner7

Vice President

Christopher Robert Welp4

Vice President

Mary Broesch3

Vice President and Actuary

Bruce T. Campbell2

Vice President and Actuary

Dianne Clous2

Vice President and Actuary

Richard Lau3

Vice President and Actuary

Laurie A. Lombardo2

Vice President and Actuary

Mark D. Sperry2

Vice President and Actuary

Alice Su3

Vice President and Actuary

Lawrence D. Taylor5

Vice President and Actuary

Albert Sekac2

Vice President and Appointed Actuary

John R. Dobo5

Vice President and Chief Actuary

Brian John Murphy2

Vice President and Chief Compliance Officer

David Scott Pendergrass1

Vice President and Treasurer

Dawn Peck1

Vice President, Assistant Treasurer

Ira Braunstein1

Vice President, Investments

Daniel J. Foley1

Vice President, Investments

Christopher P. Lyons1

Vice President, Investments

Gregory G. McGreevey1

Vice President, Investments

Maurice Melvin Moore1

Vice President, Investments

Joseph J. Elmy2

Vice President, Tax

Paula Cludray-Engelke8

Secretary

Jane A. Boyle2

Assistant Secretary

Linda H. Freitag1

Assistant Secretary

Daniel F. Hinkel1

Assistant Secretary

William Hope1

Assistant Secretary

Joseph D. Horan1

Assistant Secretary

David Lee Jacobson3

Assistant Secretary

Terri Wecker Maxwell1

Assistant Secretary

Donna M. O'Brien2

Assistant Secretary

Krystal L. Ols8

Assistant Secretary

Loralee Ann Renelt8

Assistant Secretary

Carol Semplice2

Assistant Secretary

Linda Ellen Senker3

Assistant Secretary

Patricia M. Smith2

Assistant Secretary

Edwina Steffer8

Assistant Secretary

John F. Todd2

Assistant Secretary

Diane Yell9

Assistant Secretary

Glenn Allan Black1

Tax Officer

Terry L. Owens1

Tax Officer

James Taylor1

Tax Officer

William Zolkowski1

Tax Officer

*

These individuals may also be directors and/or officers of other affiliates of the Company.

1

The principal business address of these directors and these officers is 5780 Powers Ferry Road, N.W., Atlanta, Georgia 30327.

2

The principal business address of this director and these officers is 151 Farmington Avenue, Hartford, Connecticut 06156.

3

The principal business address of these officers is 1475 Dunwoody Drive, West Chester, Pennsylvania 19380.

4

The principal business address of these officers is 909 Locust Street, Des Moines, Iowa 50309.

5

The principal business address of these officers is 1290 Broadway, Denver, Colorado 80203

6

The principal business address of this officer is 7337 E Doubletree Ranch Road, Scottsdale, Arizona 85258.

7

The principal business address of this officer is 520 Madison Avenue, 10th Floor, New York, New York 10022.

8

The principal business address of these officers is 20 Washington Avenue South, Minneapolis, Minnesota 55401.

9

The principal business address of this officer is 100 Washington Square, Minneapolis, Minnesota 55401.

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. 2 to Registration Statement on Form N-4 for Separate Account B of ING USA Annuity and Life Insurance Company (File No. 333-90516), as filed on April 9, 2004.

Item 27. Number of Contract Owners


As of April 30, 2004, there were 595,523 individual s holding interests in variable annuity contracts funded through Variable Annuity Account C.

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 the disinterested directors, as defined in Section 33-770(3); (b) by special 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.

The statute does specifically authorize a corporation to procure indemnification insurance on behalf of an individual who was a director, officer, employee or agent of the corporation. Consistent with the statute, ING Groep N.V. maintains an umbrella insurance policy with an international insurer to cover errors and omissions, directors and officers, employment practices, fiduciary and fidelity. The policy covers ING Groep N.V. and any company in which ING Groep N.V. has controlling interest of 50% or more. This would encompass the principal underwriter as well as the depositor.

Section 20 of the ING Financial Advisers, LLC Limited Liability Company Agreement 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 B 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) Variable Annuity Account I of ING Insurance Company of America (IICA) (a separate account of IICA registered as a unit investment trust under the 1940 Act), (ii) Separate Account N of ReliaStar Life Insurance Company (RLIC) (a separate account of RLIC registered as a unit investment trust under the 1940 Act.), (iii) ReliaStar Select Variable Account of ReliaStar Life Insurance Company (a separate account of RLIC registered as a unit investment trusts under the 1940 Act), (iv) MFS ReliaStar Variable Account (a separate account of RLIC registered as a unit investment trusts under the 1940 Act), (v) Northstar Variable Account (a separate account of RLIC registered as a unit investment trusts under the 1940 Act) (vi) ReliaStar Life Insurance Company of New York Variable Annuity Funds A, B, C (a management investment company registered under the 1940 Act), (vii) 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), (viii) ReliaStar Life Insurance Company of New York Variable Annuity Funds M, P, and Q (a management investment company registered under the1940 Act), and (ix) 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
7676 Hazard Ctr. Dr.
San Diego, CA 92108

Director and President

Robert L. Francis1

Director and Senior Vice President

Shaun Patrick Mathews2

Director and Senior Vice President

Allan Baker2

Senior Vice President

Boyd George Combs3

Senior Vice President, Tax

Susan J. Stamm2

Chief Financial Officer

Maryellen R. Allen2

Vice President

Douglas J. Ambrose1

Vice President

Louis E. Bachetti
581 Main Street, 4th Fl.
Woodbridge, NJ 07095

Vice President

Robert H. Barley2

Vice President

David A. Brounley2

Vice President

Brian D. Comer2

Vice President

Keith J. Green3

Vice President

Brian K. Haendiges2

Vice President

Bernard P. Heffernon
10740 Nall Ave., Ste. 120
Overland Park, KS 66211

Vice President

William S. Jasien4

Vice President

David Kelsey2

Vice President

Mary Ann Langevin2

Vice President

Christina Lareau2

Vice President

Katherine E. Lewis
2675 N Mayfair Road, Ste. 501
Milwaukee, WI 53226

Vice President

Susan J. K. Lewis
16530 Ventura Blvd., Ste. 600
Encino, CA 91436

Vice President

David J. Linney
2900 N. Loop W., Ste. 180
Houston, TX 77092

Vice President

Frederick C. Litow3

Vice President

Mark R. Luckinbill
2841 Plaza Place, Ste. 210
Raleigh, NC 27612

Vice President

Christine Cannon Marcks2

Vice President

Richard T. Mason
440 S. Warren St., Ste. 702
Syracuse, NY 13202

Vice President

Pamela L. Mulvey2

Vice President

Scott T. Neeb1

Vice President

Ethel Pippin2

Vice President

Mary Kathleen Reid2

Vice President

Deborah Rubin4

Vice President

Frank W. Snodgrass
150 4th Ave., N., Ste. 410
Nashville, TN 37219

Vice President

Terran Titus2

Vice President

Bess B. Twyman2

Vice President

S. Bradford Vaughan, Jr.
601 Union St., Ste. 810
Seattle, WA 98101

Vice President

Judeen T. Wrinn2

Vice President

Therese M. Squillacote2

Vice President and Chief Compliance Officer

David Scott Pendergrass1

Vice President and Treasurer

Joseph Elmy2

Vice President, Tax

Paula Cludray-Engelke5

Secretary

Loralee Ann Renelt5

Assistant Secretary

John F. Todd2

Assistant Secretary

Robert J. Scalise2

Assistant Treasurer

Glenn Allan Black3

Tax Officer

G. Michael Fell3

Tax Officer

Terry L. Owens3

Tax Officer

James Taylor3

Tax Officer

1

The principal business address of this director and these officers is 6140 Stonehedge Mall Rd., Ste. 375, Pleasanton, California 94588.

2

The principal business address of this director and these officers is 151 Farmington Avenue, Hartford, Connecticut 06156.

3

The principal business address of these officers is 5780 Powers Ferry Road, N.W., Atlanta, Georgia 30327.

4

The principal business address of these officers is 12701 Fair Lakes Circle, Suite 470, Fairfax, Virginia 22033.

5

The principal business address of these officers is 20 Washington Avenue South, Minneapolis, Minnesota 55401.

(c)

Compensation to Principal Underwriter during last fiscal year:

(1)

(2)

(3)

(4)

(5)

         

Name of
Principal Underwriter

Net Underwriting Discounts and Commissions

Compensation on Redemption or Annuitization


Brokerage Commissions



Compensation*

         

ING Financial Advisers, LLC

     

$964,872.95


*


Reflects compensation paid to ING Financial Advisers, LLC attributable to regulatory and operating expenses associated with the distribution of all products issued by Variable Annuity Account C of ING Life Insurance and Annuity Company during 2003.

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 151 Farmington Avenue, Hartford, Connecticut 06156 and at ING Americas at 5780 Powers Ferry Road, Atlanta, Georgia 30327-4390.

Item 31. Management Services


Not applicable

Item 32. Undertakings


Registrant hereby undertakes:

(a)

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;

(b)

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; and

(c)

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 will comply 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, the expenses expected to be incurred, and the risks assumed by the insurance company.

SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant, Variable Annuity Account C of ING Life Insurance and Annuity Company, has duly caused this Post-Effective Amendment to its Registration Statement on Form N-4 (File No. 333-105479) to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hartford, State of Connecticut, on the 3rd day of June, 2004.

 

VARIABLE ANNUITY ACCOUNT C OF
ING LIFE INSURANCE AND ANNUITY COMPANY

(Registrant)

 

By:

ING LIFE INSURANCE AND ANNUITY COMPANY

(Depositor)

 

By:

Keith Gubbay*

   

Keith Gubbay
President


As required by the Securities Act of 1933, this Post-Effective Amendment No. 3 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature

Title

 

Date

       

Keith Gubbay*

Director and President

)

 

Keith Gubbay

(principal executive officer)

)

 
   

)

 

Thomas J. McInerney*

Director

)

June

Thomas J. McInerney

 

)

3, 2004

   

)

 

Kathleen A. Murphy*

Director

)

 

Kathleen A. Murphy

 

)

 
   

)

 

Jacques de Vaucleroy*

Director

)

 

Jacques de Vaucleroy

 

)

 
   

)

 

David A. Wheat*

Director and Chief Financial Officer

)

 

David A. Wheat

(principal accounting officer)

)

 
       

 

By:

/s/ Michael A. Pignatella

Michael A. Pignatella
*Attorney-in-Fact

VARIABLE ANNUITY ACCOUNT C
Exhibit Index

Exhibit No.

Exhibit

 
     

99-B.4.3

Contract Schedule I AFT-403M (08/03)-E-MGIRMM-03 to Contract G-CDA(12/99) and Certificate C-CDA(12/99)

 

     

99-B.4.4

Contract Schedule I AFT-457M(08/03)-E-MGIRMM-03 to Contract G-CDA(12/99) and Certificate C-CDA(12/99)

 

     

99-B.4.5

Contract Schedule I AFT-457-SMGIR (09/03) to Contract
G-CDA(12/99) and Certificate C-CDA(12/99)

 

     

99-B.4.6

Contract Schedule I AFT-403MMGIR (09/03) to Contract
G-CDA(12/99) and Certificate C-CDA(12/99)

 

     

99-B.4.7

Contract Schedule I AFT-403S (08/03)-E-MGIRMM-03 to Contract G-CDA(12/99) and Certificate C-CDA(12/99)

 

     

99-B.4.8

Contract Schedule I AFT-403SMGIR (09/03) to Contract
G-CDA(12/99) and Certificate C-CDA(12/99)

 

     

99-B.4.9

Contract Schedule I AFT-457MMGIR (09/03) to Contract
G-CDA(12/99) and Certificate C-CDA(12/99)

 

     

99-B.4.10

Contract Schedule I AFT-457S(08/03)/E-MGIRMM-03 to Contract G-CDA(12/99) and Certificate C-CDA(12/99)

 

     

99-B.8.28

Form of (Retail) Fund Participation Agreement between Janus Adviser Series and Aetna Life Insurance and Annuity Company

 

     

99-B.9

Opinion and Consent of Counsel

*

     

99-B.10

Consents of Independent Auditors

*

     
     

*To be filed by amendment