485BPOS 1 shell105479withsuppl.htm

 

As filed with the Securities and Exchange
Commission on December 16, 2005

Registration No. 333-105479
Registration No. 811-02513

 


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-4

 

Post-Effective Amendment No. 6 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 US Legal Services
151 Farmington Avenue, TS31, Hartford, Connecticut 06156
(Name and Address of Agent for Service)

 

It is proposed that this filing will become effective:

 

X

 

immediately upon filing pursuant to paragraph (b) of Rule 485

 

 

 

 

 

 

 

on ________________ pursuant to paragraph (b) of Rule 485

 

 

 

 

 

 

 



 

 

 

PARTS A AND B

The Prospectus and the Statement of Additional Information (SAI), each dated April 29 2005, as amended are incorporated into Parts A and B, respectively, of this Post-Effective Amendment No. 6 by reference to Registrant's filings under Rule 485(b), as filed on April19, 2005 and under Rule 497(e), as filed on August 12, September 28, and September 29, 2005 (File No. 333-105479).

A Supplement dated December 16, 2005 to the Prospectus and SAI is included in Parts A and B, respectively, of this Post-Effective Amendment.

 

 



 

 

ING Life Insurance and Annuity Company

Variable Annuity Account C

 

AFT Choice Plus

 

Supplement dated December 16, 2005 to the

Contract Prospectus, Contract Prospectus Summary and

Statement of Additional Information, each dated April 29, 2005

 

The information in this Supplement updates and amends certain information contained in the Contract Prospectus, Contract Prospectus Summary and Statement of Additional Information (SAI), as amended. You should read this Supplement along with the current Contract Prospectus, Contract Prospectus Summary and SAI.

 

1.

Effective February 13, 2006 the following investment options may be available under your contract.

 

American Century® Income & Growth Fund (Advisor Class) (1)

ING T. Rowe Price Capital Appreciation Portfolio (Class S)

ING T. Rowe Price Equity Income Portfolio (Class S)

ING UBS U.S. Large Cap Equity Portfolio (Service Class)

Oppenheimer Capital Income Fund (Class A)(1)

PIMCO VIT Real Return Portfolio (Administrative Class)

T. Rowe Price Value Fund (Advisor Class)(1)

Templeton Growth Fund, Inc. (Class A)(1)

The Growth Fund of America® (Class R-3)(1)

Wanger U.S. Smaller Companies

Wells Fargo Advantage Small Cap Value Fund (Class A)

(1) This fund is available to the general public. See "Additional Risks of Investing in the Funds" in the Contract Prospectus.

 

2.

The minimum and maximum total fund operating expenses shown in the Contract Prospectus will not change with the addition of the funds in Item 1 of this supplement. Therefore, there is no change to the hypothetical examples shown in the Contract Prospectus and Contract Prospectus Summary.

 

3.

The following information is added to the Fund Expense Table beginning on page 7 of the Contract Prospectus.

 

Fund Name

Management (Advisory) Fees

12b-1 Fee

Other Expenses

Total Annual Fund Operating Expenses

Fees and Expenses Waived or Reimbursed

Net Annual Fund Operating Expenses

American Century® Income & Growth Fund (Advisor Class)(18)

 

0.43%

 

0.50%

 

--

 

0.93%

 

--

 

0.93%

ING T. Rowe Price Capital Appreciation Portfolio (Class S)(19)(20)

 

 

0.66%

 

 

--

 

 

0.26%

 

 

0.92%

 

 

--

 

 

0.92%

ING T. Rowe Price Equity Income Portfolio (Class S)(19)(20)

 

0.66%

 

--

 

0.26%

 

0.92%

 

--

 

0.92%

ING UBS U.S. Large Cap Equity Portfolio (Service Class)(9)

 

0.70%

 

--

 

0.40%

 

1.10%

 

--

 

1.10%

Oppenheimer Capital Income Fund (Class A)(21)

 

0.53%

 

0.23%

 

0.13%

 

0.89%

 

--

 

0.89%

PIMCO VIT Real Return Portfolio (Administrative Class)(22)

 

 

0.25%

 

 

--

 

 

0.40%

 

 

0.65%

 

 

--

 

 

0.65%

 

 

 

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December 2005

 

 



 

 

 

Fund Name

Management (Advisory) Fees

12b-1 Fee

Other Expenses

Total Annual Fund Operating Expenses

Fees and Expenses Waived or Reimbursed

Net Annual Fund Operating Expenses

T. Rowe Price Value Fund (Advisor Class)(23)

 

0.66%

 

0.25%

 

0.14%

 

1.05%

 

--

 

1.05%

Templeton Growth Fund, Inc. (Class A)(24)

 

0.60%

 

0.25%

 

0.25%

 

1.10%

 

--

 

1.10%

The Growth Fund of America® (Class R-3)(25)

 

0.29%

 

0.50%

 

0.26%

 

1.05%

 

--

 

1.05%

Wanger U.S. Smaller Companies(26)

 

0.91%

 

--

 

0.08%

 

0.99%

 

--

 

0.99%

Wells Fargo Advantage Small Cap Value Fund (Class A)(27)

 

0.83%

 

--

 

0.63%

 

1.46%

 

0.02%

 

1.44%

 

4.

The following footnotes pertain to the funds reflected in Item 3 of this supplement. Footnotes (18) through (27) are added to the Footnotes to "Fund Expense Table" beginning on page 8 of the Contract Prospectus.

 

 

(9)

Other Expenses include a Shareholder Services fee of 0.25%.

 

(18)

The fund's Advisor Class shares have a 12b-1 Plan. Under the Plan, the fund's Advisor Class pays an annual fee of 0.50% of Advisor Class average net assets, half for certain shareholder and administrative services and half for distribution services.

 

(19)

The amounts shown are estimated operating expenses for Class S shares of each Portfolio as a ratio of expenses to average daily net assets based on each Portfolio's actual operating expenses for Class S shares for its most recently completed fiscal year, as adjusted for contractual changes, if any, and fee waivers to which Directed Services, Inc. (DSI) as adviser to each Portfolio, has agreed for each Portfolio for the current fiscal year. Other Expenses for each Portfolio include a Shareholder Services fee of 0.25%. Through a "bundled fee" arrangement, DSI, the Trust's manager, is paid a single fee for advisory, administrative, custodial, transfer agency, auditing and legal services necessary for the ordinary operation of the Portfolios. The Portfolios would also bear any extraordinary expenses.

 

(20)

A portion of the brokerage commissions that the ING T. Rowe Price Capital Appreciation and ING T. Rowe Price Equity Income Portfolios pay is used to reduce each Portfolio's expenses. Including these reductions the Total Annual Fund Operating Expenses for each Portfolio for the year ended December 31, 2004 would have been 0.90% and 0.91%, respectively. This arrangement may be discontinued at any time.

 

(21)

The fees and expenses in the table are based on the Fund's expenses during its fiscal year ended August 31, 2004. Expenses may vary in future years. Other Expenses include transfer agent fees, custodial fees, and accounting and legal expenses that the Fund pays. The transfer agent has voluntarily undertaken to the Fund to limit the transfer agent fees to 0.35% of average daily net assets per fiscal year. That undertaking may be amended or withdrawn at any time. For the fund's fiscal year ended August 31, 2004, the transfer agent fees did not exceed the expense limitation described above by more than 0.01% for Class A shares.

 

(22)

Other Expenses reflect an administrative fee of 0.25% and a service fee of 0.15%. PIMCO has contractually agreed, for the Portfolio's current fiscal year (12/31), to reduce total annual portfolio operating expenses for the Administrative Class shares to the extent they would exceed, due to the payment of Trustees' fees, 0.65% of average daily net assets. Under the Expense Limitation Agreement, which renews annually unless terminated by PIMCO upon 30 days' notice, PIMCO may recoup these waivers and reimbursements in future periods, not exceeding three years, provided total expenses, including such recoupment, do not exceed the annual expenses limit. Ratio of net expenses to average net assets excluding interest expense is 0.65%.

 

(23)

Effective January 1, 2004, T. Rowe Price contractually obligated itself to bear any expenses and/or waive its fees through April 30, 2006, that would cause the class's ratio of expenses to average net assets to exceed 1.10%. Expenses paid or assumed or fees waived under this agreement are subject to reimbursement to T. Rowe Price by the fund whenever the class's expense ratio is below 1.10%. However, no reimbursement will be made after April 30, 2008, or three years after the waiver or payment, whichever is sooner, or if it would result in the expense ratio exceeding 1.10%. Any amounts reimbursed will have the effect of increasing fees otherwise paid by the class.

 

(24)

The Fund's fiscal year end is August 31.

 

(25)

Annual fund operating expenses shown in the table are based on the fund's fiscal year ended August 31, 2004. 12b-1 fees may not exceed 0.75% for Class R-3 of the class' average net assets annually. A portion of the fund's expenses may be used to pay third parties (including affiliates of the fund's investment adviser) that provide recordkeeping services to retirement plans invested in the fund.

 

 

 

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(26)

Management fees have been restated to reflect contractual changes to the management fee for the Fund as of February 10, 2005. Previously, the Adviser had waived a portion of its fees so that those fees were retained at the following rates: 0.99% of net assets up to $100 million; 0.94% of the next $150 million; and 0.89% of net assets in excess of $250 million. The fee waiver was effective as of February 10, 2005 but applied as if it had gone into effect on December 1, 2004. If the fee waiver had not been implemented as noted above, actual expenses of the Fund would be as follows: management fee, 0.92%; other expenses, 0.08%; and total operating expenses, 1.00%.

 

(27)

The Fund's investment adviser has implemented a breakpoint schedule for the Fund's management fees. The management fees charged to the Fund will decline as the Fund's assets grow and will continue to be based on a percentage of the Fund's average daily net assets. Other expenses may include expenses payable to affiliates of Wells Fargo & Company. Other expenses for the Small Cap Value Fund are based on estimated amounts for the current fiscal year. The fund's adviser has committed through April 30, 2007 to waive fees and/or reimburse expenses to the extent necessary to maintain the Fund's net operating expense ratio shown under Net Annual Fund Operating Expenses.

 

5.

The following information is added to Appendix III – Fund Descriptions in the Contract Prospectus.

 

Fund Name

Investment Adviser/
Subadviser

Investment Objective(s)/Summary of Principal Investments

American Century® Income & Growth Fund

(Advisor Class)

 

American Century Investment Management, Inc.

Seeks capital growth by investing in common stocks. Income is a secondary objective. Fund managers select stocks primarily from the largest 1,500 publicly traded U.S. companies using quantitative, computer-driven models in a two-step process that draws heavily on computer technology to construct the portfolio of stock investments that they believe will provide the optimal balance between risk and expected return.

ING Investors Trust - ING T. Rowe Price Capital Appreciation Portfolio

(Class S shares)

 

Directed Services, Inc.

 

Subadviser: T. Rowe Price Associates, Inc.

Seeks, over the long-term, a high total investment return, consistent with the preservation of capital and prudent investment risk. Pursues an active asset allocation strategy whereby investments are allocated among three asset classes - equity securities, debt securities and money market instruments. May invest up to 25% of its net assets in foreign equity securities.

ING Investors Trust - ING T. Rowe Price Equity Income Portfolio

(Class S shares)

 

Directed Services, Inc.

 

Subadviser: T. Rowe Price Associates, Inc.

Seeks substantial dividend income as well as long-term growth of capital. Normally invests at least 80% of its assets in common stocks, with 65% in the common stocks of well-established companies paying above-average dividends. May also invest in convertible securities, warrants and preferred stocks, foreign securities, debt securities including high-yield debt securities and future and options.

ING Partners, Inc. - ING UBS U.S. Large Cap Equity Portfolio

(Initial Class)

 

ING Life Insurance and Annuity Company

 

Subadviser: UBS Global Asset Management (Americas) Inc.

Seeks long-term growth of capital and future income. Under normal circumstances, invests at least 80% of net assets (plus borrowings for investment purposes, if any) in equity securities of U.S. large capitalization companies. Investments in equity securities may include dividend-paying securities, common stock and preferred stock.

Oppenheimer Capital Income Fund

(Class A Shares)

OppenheimerFunds, Inc.

Seeks as much current income as is compatible with prudent invest and secondarily seeks to conserve principal while providing an opportunity for capital appreciation. Under normal market conditions, invests 65% of total assets in equity and debt securities that are expected to generate income.

 

 

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Fund Name

Investment Adviser/
Subadviser

Investment Objective(s)/Summary of Principal Investments

PIMCO VIT - Real Return Portfolio (Administrative Class)

Pacific Investment Management Company LLC (PIMCO)

Seeks maximum real return, consistent with preservation of real capital and prudent investment management. Invests primarily in investment grade securities, but may invest up to 10% of its assets in high yield securities ("junk bonds") rated B or higher by Moody's or S&P, or, if unrated, determined by PIMCO to be of comparable quality.

T. Rowe Price Value Fund

(Advisor Class)

T. Rowe Price Associates, Inc.

Seeks to provide long-term capital appreciation by investing in common stocks believed to be undervalued. Income is a secondary objective. In taking a value approach to investment selection, at least 65% of total assets will normally be invested in common stocks the portfolio manager regards as undervalued. Holdings are expected to consist primarily of large-company stocks, but may also include mid-cap and small-cap companies.

Templeton Growth Fund, Inc.

(Class A Shares)

Templeton Global Advisors Limited

Seeks long-term capital growth. Under normal market conditions, invests mainly in the equity securities of companies located anywhere in the world, including emerging markets. Also invests in depositary receipts.

The Growth Fund of America®

(Class R-3)

Capital Research and Management Company

Seeks to provide long-term growth of capital through a diversified portfolio of common stocks. May invest up to 15% of assets in securities of issuers based outside of the U.S. and not included in the S&P 500. Invests primarily in common stocks, and may also invest in U.S. government securities, bonds and cash.

Wanger Advisors Trust - Wanger U.S. Smaller Companies

Columbia Wanger Asset Management, L.P.

Seeks long-term growth of capital. Under normal circumstances, invests at least 80% of net assets (plus any borrowings for investment purposes), at market value at the time of investment, in companies with total stock market capitalizations of $5 billion or less at the time of initial purchase. Under normal market conditions, invests at least 80% of its assets (plus any borrowings for investment purposes) in domestic securities.

Wells Fargo Funds Trust – Wells Fargo Advantage Small Cap Value Fund

(Class A Shares)

Wells Fargo Funds Management, LLC

Seeks long term capital appreciation. Invests principally in securities of small-capitalization companies, which are defined as those with market capitalizations equal to or lower than the company with the largest market capitalization in the Russell 2500TM Index at the time of purchase; and up to 30% of the Fund's assets in foreign securities.

 

 

 

 

 

 

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6.

The following information is added to the Fund Expense Table beginning on page 7 of the Contract Prospectus Summary.

 

 

Column 1

Column 2

Column 3

Column 4

Column 5

 

 

 

 

Fund Name

Maximum Mortality and Expense Risk Charge

Maximum Administrative Expense Charge (Not Currently Charged)

 

Maximum Total

Subaccount

Annual Charges

 

Total Annual Fund

Operating

Expenses(1)

 

Total Annual Expenses

(Subaccount Plus Fund Expenses)

American Century® Income & Growth Fund (Advisor Class)

 

1.00%

 

0.25%

 

1.25%

 

0.93%

 

2.18%

ING T. Rowe Price Capital Appreciation Portfolio (Class S)

 

1.00%

 

0.25%

 

1.25%

 

0.92%

 

2.17%

ING T. Rowe Price Equity Income Portfolio (Class S)

1.00%

0.25%

1.25%

0.92%

2.17%

ING UBS U.S. Large Cap Equity Portfolio (Service Class)

 

1.00%

 

0.25%

 

1.25%

 

1.10%

 

2.35%

Oppenheimer Capital Income Fund (Class A)

1.00%

0.25%

1.25%

0.89%

2.14%

PIMCO VIT Real Return Portfolio (Administrative Class)

 

1.00%

 

0.25%

 

1.25%

 

0.65%

 

1.90%

T. Rowe Price Value Fund (Advisor Class)

1.00%

0.25%

1.25%

1.05%

2.30%

Templeton Growth Fund, Inc. (Class A)

1.00%

0.25%

1.25%

1.10%

2.35%

The Growth Fund of America® (Class R-3)

1.00%

0.25%

1.25%

1.05%

2.30%

Wanger U.S. Smaller Companies

1.00%

0.25%

1.25%

0.99%

2.24%

Wells Fargo Advantage Small Cap Value Fund (Class A)

 

1.00%

 

0.25%

 

1.25%

 

1.46%

 

2.71%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities offered through ING Financial Advisers, LLC (Member SIPC), 151 Farmington Avenue, Hartford, CT 06156, or through other Broker-Dealers with which it has a selling agreement.

 

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VARIABLE ANNUITY ACCOUNT C
PART C - OTHER INFORMATION

Item 24. Financial Statements and Exhibits

(a)

Financial Statements:

(1)

Incorporated by Part A:
Condensed Financial Information

(2)

Incorporated by Part B:
Financial Statements of Variable Annuity Account C:

-

Report of Independent Registered Public Accounting Firm

-

Statements of Assets and Liabilities as of December 31, 2004

-

Statements of Operations for the year ended December 31, 2004

-

Statements of Changes in Net Assets for the years ended December 31, 2004 and 2003

-

Notes to Financial Statements

 

Consolidated Financial Statements of ING Life Insurance and Annuity Company:

-

Report of Independent Registered Public Accounting Firm

-

Consolidated Statements of Operations for the years ended December 31, 2004, 2003 and 2002

-

Consolidated Balance Sheets as of December 31, 2004 and 2003

-

Consolidated Statements of Changes in Shareholder's Equity for the years ended December 31, 2004, 2003 and 2002

-

Consolidated Statements of Cash Flows for the years ended December 31, 2004, 2003 (Restated) and 2002 (Restated)

-

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 to Contract
G-CDA(12/99) and Certificate C-CDA(12/99) - Incorporated by reference to Post-Effective Amendment No. 3 to Registration Statement on Form N-4 (File No. 333-105479), as filed on June 3, 2004.

 

(4.4)

Contract Schedule I AFT-457M(08/03)-E-MGIRMM-03 to Contract
G-CDA(12/99) and Certificate C-CDA(12/99) Incorporated by reference to Post-Effective Amendment No. 3 to Registration Statement on Form N-4 (File No. 333-105479), as filed on June 3, 2004.

 

(4.5)

Contract Schedule I AFT-457-SMGIR (09/03) to Contract G-CDA(12/99) and Certificate C-CDA(12/99) Incorporated by reference to Post-Effective Amendment No. 3 to Registration Statement on Form N-4 (File No. 333-105479), as filed on June 3, 2004.

 

(4.6)

Contract Schedule I AFT-403MMGIR (09/03) to Contract G-CDA(12/99) and Certificate C-CDA(12/99) Incorporated by reference to Post-Effective Amendment No. 3 to Registration Statement on Form N-4 (File No. 333-105479), as filed on June 3, 2004.

 

(4.7)

Contract Schedule I AFT-403S (08/03)-E-MGIRMM-03 to Contract G-CDA(12/99) and Certificate C-CDA(12/99) Incorporated by reference to Post-Effective Amendment No. 3 to Registration Statement on Form N-4 (File No. 333-105479), as filed on June 3, 2004.

 

(4.8)

Contract Schedule I AFT-403SMGIR (09/03) to Contract G-CDA(12/99) and Certificate C-CDA(12/99) Incorporated by reference to Post-Effective Amendment No. 3 to Registration Statement on Form N-4 (File No. 333-105479), as filed on June 3, 2004.

 

(4.9)

Contract Schedule I AFT-457MMGIR (09/03) to Contract G-CDA(12/99) and Certificate C-CDA(12/99) Incorporated by reference to Post-Effective Amendment No. 3 to Registration Statement on Form N-4 (File No. 333-105479), as filed on June 3, 2004.

 

(4.10)

Contract Schedule I AFT-457S(08/03)/E-MGIRMM-03 to Contract
G-CDA(12/99) and Certificate C-CDA(12/99) Incorporated by reference to Post-Effective Amendment No. 3 to Registration Statement on Form N-4 (File No. 333-105479), as filed on June 3, 2004.

 

(4.11)

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.

 

 

 



 

 

 

 

(4.12)

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.

 

(4.13)

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.

 

(4.14)

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.

 

(4.15)

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.

 

(4.16)

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.

 

(4.17)

Endorsement EEGTRRA-HEG(01) to Contract G-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.

 

(4.18)

Endorsement E-AFT-M(08/03) to Contract G-CDA(12/99) and Certificate C-CDA Incorporated by reference to Post-Effective Amendment No. 4 to Registration Statement on Form N-4 (File No. 333-105479), as filed on July 28, 2004.

 

(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)

Amended and Restated By-Laws of ING Life Insurance and Annuity Company, effective January 1, 2005 Incorporated by reference to the ILIAC 10-Q as filed on May 12, 2005 (File No. 033-23376, Accession No. 0001047469-05-014783).

 

(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)

Amendment dated December 10, 2003 to Participation Agreement dated July 20, 2001 and as amended on January 2, 2002 by and among Franklin Templeton Variable Insurance Products Trust, Franklin Templeton Distributors, Inc., ING Life Insurance and Annuity Company, ING Insurance Company of America, Golden American Life Insurance Company and Directed Services, Inc. Incorporated by reference to Post-Effective Amendment No. 32 to Registration Statement on Form N-4 (File No. 33-75988), as filed on April 13, 2004.

 

(8.4)

Amendment dated May 3, 2004 to Participation Agreement dated July 20, 2001 and as amended on January 2, 2002 and December 10, 2003 by and among Franklin Templeton Variable Insurance Products Trust, Franklin Templeton Distributors, Inc., ING Life Insurance and Annuity Company, ING Insurance Company of America, Golden American Life Insurance Company and Directed Services, Inc. Incorporated by reference to Post-Effective Amendment No. 30 to Registration Statement on Form N-4 (File No. 33-81216), as filed on April 12, 2005.

 

(8.5)

Administrative Services Agreement dated as of July 20, 2001 between Franklin Templeton Services, LLC, Aetna Life Insurance and Annuity Company and Aetna Insurance Company of America Incorporated by reference to Post-Effective Amendment No. 32 to Registration Statement on Form N-4 (File No. 33-75988), as filed on April 13, 2004.

 

(8.6)

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.

 

(8.7)

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.

 

 

 



 

 

 

(8.8)

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.

 

(8.9)

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.

 

(8.10)

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.

 

(8.11)

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.

 

 

 



 

 

 

 

(8.12)

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. 33-75988), as filed on April 13, 2004.

 

(8.13)

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.

 

(8.14)

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.

 

(8.15)

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.

 

(8.16)

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.

 

 

 



 

 

 

 

(8.17)

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.

 

(8.18)

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.

 

(8.19)

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.

 

(8.20)

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.

 

(8.21)

Amendment dated November 1, 2004 to the 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 and May 1, 2003 Incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement on Form N-4 (File No. 33-75962), as filed on December 17, 2004.

(8.22)

Amendment dated April 29, 2005 to the 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 and November 1, 2004 Incorporated by reference to Post-Effective Amendment No. 42 to Registration Statement on Form N-4 (File No. 333-01107), as filed on December 16, 2005.

 

(8.23)

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.

 

 

 



 

 

 

 

(8.24)

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.

 

(8.25)

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.

 

(8.26)

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 by reference to Post-Effective Amendment No. 39 to Registration Statement on Form N-4 (File No. 33-75962), as filed on December 17, 2004.

 

(8.27)

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 amended on March 5, 2002, May 1, 2003 and November 1, 2004 Incorporated by reference to Post-Effective Amendment No. 42 to Registration Statement on Form N-4 (File No. 333-01107), as filed on December 16, 2005

 

(8.28)

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.

 

(8.29)

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.

 

(8.30)

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.

 

(8.31)

Form of Participation Agreement dated _______, 200_ among ING Funds Trust and ING Life Insurance and Annuity Company

 

(8.32)

(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.

 

 

 



 

 

 

 

(8.33)

(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.

 

(8.34)

(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.

 

(8.35)

(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.

 

(8.36)

(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.

 

(8.37)

(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.

 

(8.38)

(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.

 

(8.39)

(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.

 

(8.40)

(Retail) Fund Participation Agreement dated as of September 21, 2000 among Pioneer 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.

 

(8.41)

(Retail) Amendment dated as of August 5, 2003 to Fund Participation Agreement dated as of September 21, 2000 among Pioneer 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.

 

 

 



 

 

 

 

(8.42)

(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.

 

(8.43)

(Retail) Service Agreement entered into the first day of September, 2002 by and among ING Financial Advisors, LLC, ING Life Insurance and Annuity Company and Wells Fargo Funds Trust

 

(9)

Opinion and Consent of Counsel

 

(10)

Consent of Independent Registered Public Accounting Firm

 

(11)

Not applicable

 

(12)

Not applicable

 

(13.1)

Powers of Attorney Incorporated by reference to Post-Effective Amendment No. 42 to Registration Statement on Form N-4 (File No. 333-01107), as filed on December 16, 2005.

 

(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.

 

 

 



 

 

 

Item 25. Directors and Officers of the Depositor*

Name and Principal
Business Address

Positions and Offices with
Depositor

Thomas J. McInerney1

Director and Chairman

Kathleen A. Murphy2

Director

Catherine H. Smith2

Director

Jacques de Vaucleroy1

Director and Senior Vice President

David A. Wheat1

Director, Senior Vice President and Chief Financial Officer

Brian D. Comer2

President

Steven Pierson

Chief Accounting Officer

Sue A. Collins2

Senior Vice President, Chief Actuary and Appointed Actuary

Boyd G. Combs1

Senior Vice President, Tax

Shaun P. Mathews2

Senior Vice President

David S. Pendergrass1

Senior Vice President and Treasurer

Stephen J. Preston3

Senior Vice President

Harry N. Stout3

Senior Vice President

Carl Steinhilber2

Vice President

Therese M. Squillacote2

Vice President and Compliance Officer

Paula Cludray-Engelke4

Secretary

*

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 these directors 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 19380-1478.

 

 

 



 

 

 

4

The principal business address of this officer is 20 Washington Avenue South, Minneapolis, Minnesota 55401.

 

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


Incorporated herein by reference to Item 28 in Post-Effective Amendment No. 9 to Registration Statement on Form N-6 for ReliaStar Life Insurance Company of New York Variable Life Separate Account I (File No. 333-47527), as filed on April 7, 2005.

Item 27. Number of Contract Owners


As of November 30, 2005, there were 604,884 individuals holding interests in variable annuity contracts funded through Variable Annuity Account C of ING Life Insurance and Annuity Company.

Item 28. Indemnification

 

 

 



 

 

 


Section 33-779 of the Connecticut General Statutes ("CGS") provides that a corporation may provide indemnification of or advance expenses to a director, officer, employee or agent only as permitted by Sections 33-770 to 33-778, inclusive, of the CGS. Reference is hereby made to Section 33-771(e) of the CGS regarding indemnification of directors and Section 33-776(d) of CGS regarding indemnification of officers, employees and agents of Connecticut corporations. These statutes provide in general that Connecticut corporations incorporated prior to January 1, 1997 shall, except to the extent that their certificate of incorporation expressly provides otherwise, indemnify their directors, officers, employees and agents against "liability" (defined as the obligation to pay a judgment, settlement, penalty, fine, including an excise tax assessed with respect to an employee benefit plan, or reasonable expenses incurred with respect to a proceeding) when (1) a determination is made pursuant to Section 33-775 that the party seeking indemnification has met the standard of conduct set forth in Section 33-771 or (2) a court has determined that indemnification is appropriate pursuant to Section 33-774. Under Section 33-775, the determination of and the authorization for indemnification are made (a) by 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
4225 Executive Square
La Jolla, California 92037

Director and President

Brian D. Comer1

Director and Senior Vice President

William L. Lowe1

Director and Senior Vice President

Kathleen A. Murphy1

Senior Vice President

Marie M. Augsberger1

Senior Vice President

Boyd G. Combs2

Senior Vice President, Tax

William Jasien3

Senior Vice President

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

Senior Vice President

Susan J. Stamm1

Chief Financial Officer

Mark Appel
200 North Sepulveda Boulevard
El Segundo, California

Vice President

Pamela Mulvey Barcia1

Vice President

Robert H. Barley1

Vice President

David A. Brounley1

Vice President

Anthony V. Camp, Jr.1

Vice President

Mary Kathleen Carey-Reid1

Vice President

Nancy D. Clifford1

Vice President

James Dake1

Vice President

 

 

 



 

 

 

William P. Elmslie
New York, New York

Vice President

Joseph J. Elmy2

Vice President, Tax

Brian K. Haendiges1

Vice President

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

Vice President

David Kelsey1

Vice President

Christina Lareau1

Vice President

George D. Lessner

Richardson, Texas

Vice President

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

Vice President

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

Vice President

Frederick C. Litow2

Vice President

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

Vice President

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

Vice President

Scott T. Neeb4

Vice President

David Pendergrass2

Vice President and Treasurer

Ethel Pippin1

Vice President

Srinivas D. Reddy1

Vice President

Dawn M. Peck2

Vice President, Assistant Treasurer and Assistant Secretary

Deborah Rubin3

Vice President

 

 

 



 

 

 

Todd Smiser
Lisle, Illinois

Vice President

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

Vice President

Terran Titus1

Vice President

Bess B. Twyman1

Vice President

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

Vice President

O. V. Williams
444 Seabreeze Blvd.
Daytona Beach, FL 32114

Vice President

Forrest R. Wilson
2202 N. Westshore Blvd.
Tampa, Florida 33607

Vice President

Judeen T. Wrinn1

Vice President

Therese M. Squillacote1

Vice President and Chief Compliance Officer

Paula Cludray-Engelke5

Secretary

Diana R. Cavender5

Assistant Secretary

Krystal L. Ols5

Assistant Secretary

Loralee A. Renelt5

Assistant Secretary

Edwina P. J. Steffer5

Assistant Secretary

John F. Todd1

Assistant Secretary

Glenn A. Black2

Tax Officer

Terry L. Owens2

Tax Officer

James Taylor2

Tax Officer

1

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

 

 

 



 

 

 

2

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

3

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

4

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

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

 

 

 

$33,938,738.36


*


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 C of ING Life Insurance and Annuity Company during 2004.

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

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

ING Life Insurance and Annuity Company represents that the fees and charges deducted under the contracts covered by this registration statement, in the aggregate, are reasonable in relation to the services rendered, 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, certifies that it meets the requirements of Securities Act Rule 485(b) for effectiveness of this Post-Effective Amendment to its Registration Statement on Form N-4 (File No. 333-105479) and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hartford, State of Connecticut, on the 16th day of December, 2005.

 

 

VARIABLE ANNUITY ACCOUNT C OF
ING LIFE INSURANCE AND ANNUITY COMPANY

 

(Registrant)

 

 

By:

ING LIFE INSURANCE AND ANNUITY COMPANY

 

 

(Depositor)

 

 

By:

Brian Comer*

 

 

 

 

 

 

 

Brian Comer
President

 


As required by the Securities Act of 1933, this Post-Effective Amendment No. 6 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

Title

 

Date

 

 

 

 

Brian Comer*

Director and President

)

 

 

 

 

 

Brian Comer

(principal executive officer)

)

 

 

 

)

 

Thomas J. McInerney*

Director

)

December

 

 

 

 

Thomas J. McInerney

 

)

16, 2005

 

 

)

 

Kathleen A. Murphy*

Director

)

 

 

 

 

 

Kathleen A. Murphy

 

)

 

 

 

)

 

Catherine H. Smith*

Director

)

 

 

 

 

 

Catherine H. Smith

 

)

 

 

 

)

 

Jacques de Vaucleroy*

Director

)

 

 

 

 

 

Jacques de Vaucleroy

 

)

 

 

 

)

 

David A. Wheat*

Director and Chief Financial Officer

)

 

 

 

 

 

 

 

 



 

 

 

David A. Wheat

 

)

 

 

 

)

 

By:

/s/ Michael A. Pignatella

 

 

 

 

Michael A. Pignatella
               *Attorney-in-Fact

 

VARIABLE ANNUITY ACCOUNT C
Exhibit Index

Exhibit No.

Exhibit

 

 

 

 

99-B.8.31

Form of Participation Agreement dated _______, 200_ among ING Funds Trust and ING Life Insurance and Annuity Company

 

 

 

 

 

 

 

99-B.8.43

(Retail) Service Agreement entered into the first day of September, 2002 by and among ING Financial Advisors, LLC, ING Life Insurance and Annuity Company and Wells Fargo Funds Trust

 

 

 

 

 

 

 

99-B.9

Opinion and Consent of Counsel

 

 

 

 

 

 

 

99-B.10

Consent of Independent Registered Public Accounting Firm