485BPOS 1 advantagefiling.htm REGISTRATION STATEMENT ON FORM N-4 -- HTML advantagefiling.htm - Generated by SEC Publisher for SEC Filing
As filed with the Securities and Exchange Registration No. 333-100209
Commission on December 3, 2010 Registration No. 811-09002
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
 
POST-EFFECTIVE AMENDMENT NO. 17
TO
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
AND AMENDMENT TO
REGISTERED STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
 
Separate Account N
of
ReliaStar Life Insurance Company
(formerly Separate Account One of Northern Life Insurance Company)
20 Washington Avenue South, Minneapolis, MN 55401
Minneapolis, MN 55401
Depositor's Telephone Number, including Area Code: (612) 372-5597
J. Neil McMurdie, Senior Counsel
ING Americas (U.S. Legal Services)
One Orange Way, C1S, Windsor, Connecticut, 06095-4774
(Name and Complete 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
If appropriate, check the following box:  
  this post-effective amendment designates a new effective date for a previously filed post-
  effective amendment.
 
Title of Securities Being Registered: Flexible Premium Individual Fixed and Variable Deferred Annuity Contracts

 

 

PARTS A AND B

The Prospectus and the Statement of Additional information, each dated April 30, 2010, are incorporated into Parts A and B, respectively, of this Post-Effective Amendment No. 17 by reference to Registrant's filings under Rule 485(b) as filed on April 19, 2010, and under Rule 497(e), as filed on June 14, 2010.

A supplement dated December 3, 2010, to the Prospectus is included in Part A of this Post-Effective Amendment No. 17.

 

ReliaStar Life Insurance Company

and its
Separate Account N

ING ADVANTAGESM

Supplement dated December 3, 2010, to the Contract Prospectus dated April 30, 2010, as amended.

The following information updates and amends certain information contained in your variable annuity Contract Prospectus. Please read it carefully and keep it with your current Contract Prospectus for future reference.

__________________________________________________________________________

Effective July 30, 2010, ING Funds Distributor, LLC changed its name to ING Investments Distributor, LLC. Accordingly, all references to ING Funds Distributor, LLC in the Contract Prospectus are deleted and replaced with ING Investments Distributor, LLC.

Please Note: The following information only affects you if you currently invest or plan to invest in a subaccount that corresponds to the funds referenced below.

Important Information Regarding Fund Changes

1.     

Effective August 31, 2010, the following fund is changed from non-diversified to diversified:

 

  • ING Clarion Global Real Estate Portfolio

    2.     

    Effective after the close of business on or about January 21, 2011, the following fund name changes,

     

  • changes, and/or investment objective changes will occur:

    The ING Marsico International Opportunities Portfolio will:

    • Change its subadviser to T. Rowe Price Associates, Inc.; and

    • Change its name to ING T. Rowe Price International Stock Portfolio.

    Subject to shareholder approval, the ING Pioneer Equity Income Portfolio will:

    • Change its subadviser to ING Investment Management Co. (“ING IM”), as well as add ING Investment Management Advisors, B.V. and ING Investment Management Asia/Pacific (Hong Kong) Limited as subadvisers;

    • Change its name to ING Large Cap Value Portfolio; and

    • Change its investment objective to “Seeks long-term growth of capital and current income.”

    Accordingly, effective after the close of business on or about January 21, 2011, all references to ING Marsico International Opportunities Portfolio and ING Pioneer Equity Income Portfolio in the Contract Prospectus are deleted and replaced with ING T. Rowe Price International Stock Portfolio and, subject to shareholder approval of ING IM as the new subadviser, ING Large Cap Value Portfolio, respectively.

    X.100209-10 B Page 1 of 3 December 2010

     

     

    3. Effective as of the dates noted above, the information for the ING Clarion Global Real Estate Portfolio, ING Marsico International Opportunities Portfolio and ING Pioneer Equity Income Portfolio appearing in the Contract Prospectus under Appendix II – Fund Descriptions is deleted and replaced with the following:

    Fund Name and  
    Investment Adviser/Subadviser Investment Objective(s)
    ING Investors Trust – ING Clarion Global Seeks to provide investors with high total return,
    Real Estate Portfolio consisting of capital appreciation and current
      income.
    Investment Adviser: ING Investments, LLC  
     
    Subadviser: ING Clarion Real Estate  
    Securities LLC  
    ING Investors Trust – ING Large Cap Value Seeks long-term growth of capital and current
    Portfolio (formerly ING Pioneer Equity income.
    Income Portfolio)  
     
    Investment Adviser: Directed Services LLC  
     
    Subadvisers: ING Investment Management  
    Co., ING Investment Management Advisors,  
    B.V., and ING Investment Management  
    Asia/Pacific (Hong Kong) Limited  
    ING Investors Trust – ING T. Rowe Price Seeks long-term growth of capital.
    International Stock Portfolio (formerly ING  
    Marsico International Opportunities Portfolio)  
     
    Investment Adviser: Directed Services LLC  
     
    Subadviser: T. Rowe Price Associates, Inc.  

     

    Notice of Upcoming Fund Reorganizations

    1.     

    The Board of Trustees of ING Investors Trust and the Board of Directors of ING Partners, Inc. have approved a proposal to reorganize certain funds. Subject to shareholder approval, effective after the close of business on or about January 21, 2011, (the “Reorganization Date”) the following Disappearing Portfolios will reorganize into and become part of the following Surviving Portfolios:

    Disappearing Portfolios Surviving Portfolios
    ING Legg Mason ClearBridge Aggressive
    Growth Portfolio (I Class)    		 ING Large Cap Growth Portfolio(Class I)
    ING Lord Abbett Growth and Income Portfolio ING Large Cap Value Portfolio (formerly ING
    (Class I) Pioneer Equity Income Portfolio) (Class I)

     

    X.100209-10 B Page 2 of 3 December 2010

     

     

    Important Information about the Upcoming Fund Reorganizations

    • Prior to the Reorganization Date, you may transfer amounts allocated to a subaccount that invests in a Disappearing Portfolio to any other available subaccount or any available fixed interest option. See also the Transfers Among Investment Options section of your Contract Prospectus for further information about making transfers, including limits on transfers.

    • On the Reorganization Date, your investment in a subaccount that invests in a Disappearing Portfolio will automatically become an investment in the subaccount that invests in the corresponding Surviving Portfolio with an equal total net asset value.

    • You will not incur any fees or charges or any tax liability because of the reorganizations.

    • Unless you provide us with alternative allocation instructions, all future allocations directed to the subaccounts that invest in the Disappearing Portfolios after the Reorganization Date will be automatically allocated to the subaccounts that invest in the corresponding Surviving Portfolios. You may give us alternative allocation instructions at any time by contacting our Administrative Service Center at:

    ING
    P.O. Box 5050
    Minot, North Dakota 58702-5050
    1-877-884-5050

    • After the Reorganization Date, each Disappearing Portfolio will no longer exist and all references to them in the Contract Prospectus will be replaced by the corresponding Surviving Portfolio.

    2.

    As a consequence of the reorganization involving the ING Legg Mason ClearBridge Aggressive Growth Portfolio referenced above, effective on the Reorganization Date, Class I of the ING Large Cap Growth Portfolio will automatically be added to your contract as an investment option. Accordingly, effective after the close of business on or about January 21, 2011, the following information regarding the ING Large Cap Growth Portfolio is added to Appendix II – Fund Descriptions in the Contract Prospectus.

    Fund Name and  
    Investment Adviser/Subadviser Investment Objective(s)
    ING Investors Trust – ING Large Cap Growth Seeks long-term capital growth.
    Portfolio

    Investment Adviser: Directed Services LLC

    Subadviser: ING Investment Management Co.

     

     

    3.     

    The minimum and maximum Total Annual Fund Operating Expenses shown in the Contract Prospectus will not change as a result of the reorganizations. Therefore, there will be no change to the hypothetical examples shown in the Contract Prospectus.

    X.100209-10 B Page 3 of 3 December 2010

     

     

    SEPARATE ACCOUNT N
    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 Separate Account N:
          - Report of Independent Registered Public Accounting Firm
          - Statements of Assets and Liabilities as of December 31, 2009
          - Statements of Operations for the year ended December 31, 2009
          - Statements of Changes in Net Assets for the years ended December 31, 2009 and 2008
          - Notes to Financial Statements
          Financial Statements - Statutory Basis of ReliaStar Life Insurance Company:
          - Report of Independent Registered Public Accounting Firm
          - Balance Sheets - Statutory Basis as of December 31, 2009 and 2008
          - Statements of Operations - Statutory Basis for the years ended December 31, 2009, 2008 and
            2007
          - Statements of Changes in Capital and Surplus - Statutory Basis for the years ended December
            31, 2009, 2008 and 2007
          - Statements of Cash Flows - Statutory Basis for the years ended December 31, 2009, 2008 and
            2007
          - Notes to Financial Statements - Statutory Basis
     
    (b) Exhibits  
      (1.1 )   Resolution of the Board of Directors of ReliaStar Life Insurance Company (“Depositor”)
            Authorizing the Establishment of Separate Account N (“Registrant”) · Incorporated by
            reference to Initial Registration Statement on Form N-4 (File No. 333-120636), as filed on
            November 19, 2004.
      (1.2 )   Resolution of the Executive Committee of the Board of Directors of Northern Life Insurance
            Company (“Depositor”) Authorizing the Establishment of Separate Account One (“Registrant”)
            · Incorporated by reference to Post-Effective Amendment No. 5 to Registration Statement on
            Form N-4 (File No. 033-90474), as filed on April 20, 1998.
      (2 )   Not applicable
      (3.1 )   Distribution and Administrative Services Agreement between ING Financial Advisers, LLC
            and Depositor · Incorporated by reference to Post-Effective Amendment No. 6 to Registration
            Statement on Form N-4 (File No. 333-100207), as filed on February 20, 2004.
      (3.2 )   Amended Broker/Dealer Variable Annuity Compensation Schedule · Incorporated by reference
            to Post-Effective Amendment No. 9 to Registration Statement on Form N-4 (File No. 033-
            90474), as filed on November 5, 1999.
      (4.1 )   Individual Deferred Tax Sheltered Annuity Contract (Transfer Series) · Incorporated by
            reference to Post-Effective Amendment No. 5 to Registration Statement on Form N-4 (File No.
            033-90474), as filed on April 20, 1998.
      (4.2 )   Individual Deferred Annuity Contract (Transfer Series) for use with Non-Qualified Plans ·
            Incorporated by reference to Post-Effective Amendment No. 5 to Registration Statement on
            Form N-4 (File No. 033-90474), as filed on April 20, 1998.
      (4.3 )   Individual Deferred Retirement Annuity Contract (Transfer Series) · Incorporated by reference
            to Post-Effective Amendment No. 5 to Registration Statement on Form N-4 (File No. 033-
            90474), as filed on April 20, 1998.
      (4.4 )   Flexible Premium Individual Deferred Tax-Sheltered Annuity Contract · Incorporated by
            reference to Post-Effective Amendment No. 5 to Registration Statement on Form N-4 (File No.
            033-90474), as filed on April 20, 1998.

     

     

    (4.5 ) Flexible Premium Individual Deferred Retirement Annuity Contract · Incorporated by
        reference to Post-Effective Amendment No. 5 to Registration Statement on Form N-4 (File No.
        033-90474), as filed on April 20, 1998.
    (4.6 ) ERISA Endorsement · Incorporated by reference to Post-Effective Amendment No. 1 to
    Registration Statement on Form N-4 (File No. 033-90474), as filed on April 23, 1996.
    (4.7 ) TSA Endorsement · Incorporated by reference to Post-Effective Amendment No. 3 to
    Registration Statement on Form N-4 (File No. 033-90474), as filed on April 28, 1997.
    (4.8 ) Contract Data Page Form No. 13000 (FL-PBC) 2-95 for use with Form No. 13000 (FL) 2-95 in
        Florida · Incorporated by reference to Post-Effective Amendment No. 4 to Registration
        Statement on Form N-4 (File No. 033-90474), as filed on July 29, 1997.
    (4.9 ) Table of Sample Values Endorsement Form No. 13058 3-97 for use with Form No. 13000 (FL-
        PBC) 2-95 in Florida · Incorporated by reference to Post-Effective Amendment No. 4 to
    Registration Statement on Form N-4 (File No. 033-90474), as filed on July 29, 1997.
    (4.10 ) Flexible Premium Individual Deferred Annuity Contract (457 Variable Annuity Contract) ·
        Incorporated by reference to Post-Effective Amendment No. 5 to Registration Statement on
        Form N-4 (File No. 033-90474), as filed on April 20, 1998.
    (4.11 ) Roth IRA Endorsement · Incorporated by reference to Post-Effective Amendment No. 5 to
    Registration Statement on Form N-4 (File No. 033-90474), as filed on April 20, 1998.
    (4.12 ) Fixed Account C Endorsement ·Incorporated by reference to Post-Effective Amendment No. 6
        to Registration Statement on Form N-4 (File No. 033-90474), as filed on December 23, 1998.
    (4.13 ) Waiver Endorsement · Incorporated by reference to Post-Effective Amendment No. 7 to
    Registration Statement on Form N-4 (File No. 033-90474), as filed on April 23, 1999.
    (4.14 ) Internal Revenue Code Section 457 Endorsement (13086 8-99) · Incorporated by reference to
        Post-Effective Amendment No. 11 to Registration Statement on Form N-4 (File No. 033-
        90474), as filed on April 25, 2001.
    (4.15 ) ReliaStar Endorsement (merger) · Incorporated by reference to Post-Effective Amendment No.
        1 to Registration Statement on Form N-4 (File No. 333-100207), as filed on October 24, 2002.
    (4.16 ) Endorsement 149468-09 to Form No. 13000 (FL) 2-95 · Incorporated by reference to Post-
        Effective Amendment No. 18 to Registration Statement on Form N-4 (File No. 333-100208), as
        filed on April 28, 2009.
    (4.17 ) Endorsement 149854-08 to Form No. 13000 (FL) 2-95 · Incorporated by reference to Post-
        Effective Amendment No. 18 to Registration Statement on Form N-4 (File No. 333-100208), as
        filed on April 28, 2009.
    (5.1 ) Contract Application Form (Transfer Series and Flex Series) · Incorporated by reference to
        Post-Effective Amendment No. 5 to Registration Statement on Form N-4 (File No. 033-90474),
        as filed on April 20, 1998
    (6.1 ) Amended Articles of Incorporation of Depositor · Incorporated by reference to Form S-6
        Registration Statement of Select-Life Variable Account (File No. 333-18517), as filed on
        December 23, 1996.
    (6.2 ) Amended Bylaws of Depositor · Incorporated by reference to Form S-6 Registration Statement
    of Select-Life Variable Account (File No. 333-18517), as filed on December 23, 1996.
    (7 ) Not applicable
    (8.1 ) Fund Participation Agreement dated as of April 30, 2003 among Golden American Life
        Insurance Company, ReliaStar Life Insurance Company, ReliaStar Life Insurance Company of
        New York, Security Life of Denver Insurance Company, Southland Life Insurance Company,
        ING Life Insurance and Annuity Company, ING Insurance Company of America, American
        Funds Insurance Series and Capital Research and Management Company · Incorporated by
        reference to Pre-Effective Amendment No. 1 to Registration Statement on Form N-6 (File No.
        333-105319), as filed on July 17, 2003.

     

     

    (8.2 ) Business Agreement dated April 30, 2003 by and among Golden American Life Insurance
        Company, ReliaStar Life Insurance Company, ReliaStar Life Insurance Company of New
        York, Security Life of Denver Insurance Company, Southland Life Insurance Company, ING
        Life Insurance and Annuity Company, ING Insurance Company of America, ING American
        Equities, Inc., Directed Services, Inc., American Funds Distributors, Inc. and Capital Research
        and Management Company · Incorporated by reference to Pre-Effective Amendment No. 1 to
    Registration Statement on Form N-6 (File No. 333-105319), as filed on July 17, 2003.
    (8.3 ) Amendment No. 1 entered into as of January 1, 2008 to the Business Agreement dated April 30,
        2003 by and among ING USA Annuity and Life Insurance Company (formerly known as
        Golden American Life Insurance Company), ReliaStar Life Insurance Company, ReliaStar Life
        Insurance Company of New York, Security Life of Denver Insurance Company, Southland Life
        Insurance Company, ING Life Insurance and Annuity Company, ING Insurance Company of
        America, ING American Equities, Inc., Directed Services, Inc., American Funds Distributors,
        Inc. and Capital Research and Management Company · Incorporated by reference to Pre-
        Effective Amendment No. 1 to Registration Statement on Form N-6 (File No. 333-153338), as
        filed on November 14, 2008.
    (8.4 ) Rule 22c-2 Agreement dated and effective as of April 16, 2007 and operational on October 16,
        2007 between American Funds Service Company, ING Life Insurance and Annuity Company,
        ING National Trust, ING USA Annuity and Life Insurance Company, ReliaStar Life Insurance
        Company, ReliaStar Life Insurance Company of New York, Security Life of Denver Insurance
        Company and Systematized Benefits Administrators Inc. · Incorporated by reference to Post-
        Effective Amendment No. 50 to Registration Statement on Form N-4 (File No. 033-75962), as
        filed on June 15, 2007.
    (8.5 ) Amended and Restated Participation Agreement as of June 26, 2009 by and among ING Life
        Insurance and Annuity Company, Fidelity Distributors Corporation, Variable Insurance
        Products Fund, Variable Insurance Products Fund II, Variable Insurance Products Fund III,
        Variable Insurance Products Fund IV and Variable Insurance Products Fund V · Incorporated
        by reference to Post-Effective Amendment No. 56 to Registration Statement on Form N-4 (File
        No. 333-01107), as filed on December 18, 2009.
    (8.6 ) First Amendment as of June 26, 2009 to Participation Agreement as of June 26, 2009 by and
        among ING Life Insurance and Annuity Company, Fidelity Distributors Corporation, Variable
        Insurance Products Fund, Variable Insurance Products Fund II, Variable Insurance Products
        Fund III, Variable Insurance Products Fund IV and Variable Insurance Products Fund V ·
        Incorporated by reference to Post-Effective Amendment No. 56 to Registration Statement on
        Form N-4 (File No. 333-01107), as filed on December 18, 2009.
    (8.7 ) Letter Agreement dated May 16, 2007 and is effective July 2, 2007 between ReliaStar Life
        Insurance Company, Fidelity Distributors Corporation, Variable Insurance Products Fund, and
        Variable Insurance Products Fund II · Incorporated by reference to Post-Effective Amendment
        No. 14 to Registration Statement on Form N-4 (File No. 333-100207), as filed on October 1,
        2007.
    (8.8 ) Service Agreement effective as of June 1, 2002 by and between Fidelity Investments
        Institutional Operations Company, Inc. and ING Financial Advisers, LLC · Incorporated by
        reference to Post-Effective Amendment No. 33 to Registration Statement on Form N-4 (File
        No. 033-75988), as filed on August 5, 2004.
    (8.9 ) Service Contract effective as of June 1, 2002 and amended on June 20, 2003 by and between
        Directed Services, Inc., ING Financial Advisers, LLC, and Fidelity Distributors Corporation ·
        Incorporated by reference to Post-Effective Amendment No. 33 to Registration Statement on
        Form N-4 (File No. 033-75988), as filed on August 5, 2004.
    (8.10 ) First Amendment effective April 1, 2005 to Service Contract between Fidelity Distributors
        Corporation and ING Financial Advisers, Inc. dated June 1, 2002 and amended on June 20,
        2003 · Incorporated by reference to Post-Effective Amendment No. 47 to Registration
        Statement on Form N-4 (File No. 033-75962), as filed on November 21, 2006.

     

     

    (8.11 ) Second Amendment effective April 1, 2006 to Service Contract between Fidelity Distributors
        Corporation and ING Financial Advisers, Inc. dated June 1, 2002 and amended on June 20,
        2003 and April 1, 2005 · Incorporated by reference to Post-Effective Amendment No. 47 to
        Registration Statement on Form N-4 (File No. 033-75962), as filed on November 21, 2006.
    (8.12 ) Rule 22c-2 Agreement dated no later than April 16, 2007 and is effective as of October 16,
        2007 between Fidelity Distributors Corporation, ING Life Insurance and Annuity Company,
        ING National Trust, ING USA Annuity and Life Insurance Company, ReliaStar Life Insurance
        Company, ReliaStar Life Insurance Company of New York, Security Life of Denver Insurance
        Company and Systematized Benefits Administrators Inc. · Incorporated by reference to Post-
        Effective Amendment No. 50 to Registration Statement on Form N-4 (File No. 033-75962), as
        filed on June 15, 2007.
    (8.13 ) Amended and Restated Participation Agreement as of December 30, 2005 by and among
        Franklin Templeton Variable Insurance Products Trust, Franklin/Templeton Distributors, Inc.,
        ING Life Insurance and Annuity Company, ING USA Annuity and Life Insurance Company,
        ReliaStar Life Insurance Company, ReliaStar Life Insurance Company of New York and
        Directed Services, Inc. • Incorporated by reference to Post-Effective Amendment No. 17 to
        Registration Statement on Form N-4 (File No. 333-85618), as filed on February 1, 2007.
    (8.14 ) Amendment effective June 5, 2007 to Amended and Restated Participation Agreement as of
        December 30, 2005 by and among Franklin Templeton Variable Insurance Products Trust,
        Franklin/Templeton Distributors, Inc., ING Life Insurance and Annuity Company, ING USA
        Annuity and Life Insurance Company, ReliaStar Life Insurance Company, ReliaStar Life
        Insurance Company of New York and Directed Services, Inc. • Incorporated by reference to
        Pre-Effective Amendment No. 1 to Registration Statement on Form N-4 (File No. 333-139695),
        as filed on July 6, 2007.
    (8.15 ) Amended and Restated Administrative Services Agreement executed as of October 3, 2005,
        between Franklin Templeton Services, LLC, ING Life Insurance and Annuity Company, ING
        Insurance Company of America, ING USA Annuity and Life Insurance Company and ReliaStar
        Life Insurance Company · Incorporated by reference to Post-Effective Amendment No. 32 to
    Registration Statement on Form N-4 (File No. 033-81216), as filed on April 11, 2006.
    (8.16 ) Rule 22c-2 Shareholder Information Agreement (Franklin Templeton Variable Insurance
        Products Trust) entered into as of April 16, 2007 among Franklin/Templeton Distributors, Inc.,
        ING Life Insurance and Annuity Company, ING USA Annuity and Life Insurance Company,
        ReliaStar Life Insurance Company and ReliaStar Life Insurance Company of New York ·
        Incorporated by reference to Post-Effective Amendment No. 50 to Registration Statement on
        Form N-4 (File No. 033-75962), as filed on June 15, 2007.
    (8.17 ) Participation Agreement made and entered into as of April 30, 2003 among ReliaStar Life
        Insurance Company, The GCG Trust (to be renamed ING Investors Trust effective May 1,
        2003) and Directed Services, Inc. · Incorporated by reference to Post-Effective Amendment
        No. 6 to Registration Statement on Form N-4 (File No. 333-100207), as filed on February 20,
        2004.
    (8.18 ) Participation Agreement dated December 6, 2001 by and among Portfolio Partners, Inc., Aetna
        Life Insurance and Annuity Company, ReliaStar Life Insurance Company and Aetna
        Investment Services, LLC · Incorporated by reference to Post-Effective Amendment No. 1 to
        Registration Statement on Form N-4 (File No. 333-100207), as filed on October 24, 2002.
    (8.19 ) Amendment dated as of March 26, 2002 by and 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), Aetna Investment
        Services, LLC (to be renamed ING Financial Advisers, LLC effective May 1, 2002) and
        ReliaStar Life Insurance Company to Participation Agreement dated as of December 6, 2001 ·
        Incorporated by reference to Post-Effective Amendment No. 1 to Registration Statement on
        Form N-4 (File No. 333-100207), as filed on October 24, 2002.

     

     

    (8.20 ) Amendment dated as of October 1, 2002 by and between ING Partners, Inc., ING Life
        Insurance and Annuity Company, ING Financial Advisers, LLC and ReliaStar Life Insurance
        Company to Participation Agreement dated as of December 6, 2001 and amended as of March
        26, 2002 · Incorporated by reference to Post-Effective Amendment No. 1 to Registration
        Statement on Form N-4 (File No. 333-100207), as filed on October 24, 2002.
    (8.21 ) Amendment dated as of May 1, 2003 by and between ING Partners, Inc., ING Life Insurance
        and Annuity Company, ING Financial Advisers, LLC and ReliaStar Life Insurance Company to
        Participation Agreement dated as of December 6, 2001 and subsequently amended as of March
        26, 2002 and October 1, 2002 ·Incorporated by reference to Post-Effective Amendment No. 11
        to Registration Statement on Form N-1A (File No. 333-32575), as filed on April 30, 2003.
    (8.22 ) Amendment dated as of November 1, 2004 by and between ING Partners, Inc., ING Life
        Insurance and Annuity Company, ING Financial Advisers, LLC and ReliaStar Life Insurance
        Company to Participation Agreement dated as of December 6, 2001 and subsequently amended
        as of March 26, 2002, October 1, 2002 and May 1, 2003 · Incorporated by reference to Pre-
        Effective Amendment No. 2 to Registration Statement on Form N-4 (File No. 333-120636), as
        filed on February 23, 2005.
    (8.23 ) Amendment dated as of April 29, 2005 by and between ING Partners, Inc., ING Life Insurance
        and Annuity Company, ING Financial Advisers, LLC and ReliaStar Life Insurance Company to
        Participation Agreement dated as of December 6, 2001 and subsequently amended as of March
        26, 2002, October 1, 2002, May 1, 2003 and November 1, 2004 · Incorporated by reference to
        Post-Effective Amendment No. 12 to Registration Statement on Form N-4 (File No. 333-
        100207), as filed on December 21, 2006.
    (8.24 ) Amendment dated as of August 31, 2005 by and between ING Partners, Inc., ING Life
        Insurance and Annuity Company, ING Financial Advisers, LLC and ReliaStar Life Insurance
        Company to Participation Agreement dated as of December 6, 2001 and subsequently amended
        as of March 26, 2002, October 1, 2002, May 1, 2003, November 1, 2004 and April 29, 2005 ·
        Incorporated by reference to Post-Effective Amendment No. 12 to Registration Statement on
        Form N-4 (File No. 333-100207), as filed on December 21, 2006.
    (8.25 ) Amendment dated as of December 7, 2005 by and between ING Partners, Inc., ING Life
        Insurance and Annuity Company, ING Financial Advisers, LLC and ReliaStar Life Insurance
        Company to Participation Agreement dated as of December 6, 2001 and subsequently amended
        as of March 26, 2002, October 1, 2002, May 1, 2003, November 1, 2004, April 29, 2005 and
        August 31, 2005 · Incorporated by reference to Post-Effective Amendment No. 12 to
        Registration Statement on Form N-4 (File No. 333-100207), as filed on December 21, 2006.
    (8.26 ) Amendment dated as of April 28, 2006 by and between ING Partners, Inc., ING Life Insurance
        and Annuity Company, ING Financial Advisers, LLC and ReliaStar Life Insurance Company to
        Participation Agreement dated as of December 6, 2001 and subsequently amended as of March
        26, 2002, October 1, 2002, May 1, 2003, November 1, 2004, April 29, 2005, August 31, 2005
        and December 7, 2005 · Incorporated by reference to Post-Effective Amendment No. 12 to
        Registration Statement on Form N-4 (File No. 333-100207), as filed on December 21, 2006.
    (8.27 ) Service Agreement and Contract with Investment Adviser effective as of December 6, 2001
        between ING Life Insurance and Annuity Company and ReliaStar Life Insurance Company in
        connection with the sale of shares of ING Partners, Inc. · Incorporated by reference to Post-
        Effective Amendment No. 1 to Registration Statement on Form N-4 (File No. 333-100207), as
        filed on October 24, 2002.
    (8.28 ) Shareholder Servicing Agreement (Service Class Shares) dated as of December 6, 2001, by and
        between ReliaStar Life Insurance Company and Portfolio Partners, Inc. · Incorporated by
        reference to Post-Effective Amendment No. 3 to Registration Statement on Form N-6 (File No.
        333-105319), as filed on November 24, 2003.
    (8.29 ) Amendment dated as of March 26, 2002, to the Shareholder Servicing Agreement (Service
        Class Shares) by and between ReliaStar Life Insurance Company and Portfolio Partners, Inc.
        (to be renamed ING Partners, Inc. effective May 1, 2002) · Incorporated by reference to Post-
        Effective Amendment No. 3 to Registration Statement on Form N-6 (File No. 333-105319), as
        filed on November 24, 2003.
    (8.30 ) Amendment dated as of May 1, 2003, to Shareholder Servicing Agreement (Service Class

     

     

        Shares) by and between ING Partners, Inc. and ReliaStar Life Insurance Company dated as of
        December 6, 2001 · Incorporated by reference to Post-Effective Amendment No. 3 to
    Registration Statement on Form N-6 (File No. 333-92000), as filed on April 17, 2003.
    (8.31 ) Amendment dated as of November 1, 2004 to Shareholder Servicing Agreement (Service Class
        Shares) by and between ING Partners, Inc. and ReliaStar Life Insurance Company dated as of
        December 6, 2001 · Incorporated by reference to Post-Effective Amendment No. 11 to
    Registration Statement on Form N-6 (File No. 333-69431), as filed on March 1, 2007.
    (8.32 ) Amendment dated as of April 29, 2005 to Shareholder Servicing Agreement (Service Class
        Shares) by and between ING Partners, Inc. and ReliaStar Life Insurance Company dated as of
        December 6, 2001 · Incorporated by reference to Post-Effective Amendment No. 6 to
        Registration Statement on Form N-4 (File No. 333-120636), as filed on December 21, 2006.
    (8.33 ) Amendment dated as of December 7, 2005 to Shareholder Servicing Agreement (Service Class
        Shares) by and between ING Partners, Inc. and ReliaStar Life Insurance Company dated as of
        December 6, 2001 · Incorporated by reference to Post-Effective Amendment No. 6 to
        Registration Statement on Form N-4 (File No. 333-120636), as filed on December 21, 2006.
    (8.34 ) Amendment dated as of April 28, 2006 to Shareholder Servicing Agreement (Service Shares)
        by and between ING Partners, Inc. and ReliaStar Life Insurance Company dated as of
        December 6, 2001 · Incorporated by reference to Post-Effective Amendment No. 6 to
        Registration Statement on Form N-4 (File No. 333-120636), as filed on December 21, 2006.
    (8.35 ) 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.
    (8.36 ) 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.
    (8.37 ) 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.
    (8.38 ) 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.

     

     

    (8.39 ) 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.
    (8.40 ) Fifth Amendment dated February 27, 2001 to Fund Participation Agreement dated as of May 1,
        1998 and amended on November 9, 1998, December 31, 1999, February 11, 2000 and May 1,
        2000 by and among Aetna Life Insurance and Annuity Company and Aetna Variable Fund,
        Aetna Variable Encore Fund, Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET Fund
        on behalf of each of its series, Aetna Generation Portfolios, Inc. on behalf of each of its series,
        Aetna Variable Portfolios, Inc. on behalf of each of 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.
    (8.41 ) Sixth Amendment dated 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
        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. 32 to
    Registration Statement on Form N-4 (File No. 033-75988), as filed on April 13, 2004.
    (8.42 ) Service Agreement effective as of May 1, 1998 between Aeltus Investment Management, Inc.
        and Aetna Life Insurance and Annuity Company in connection with the sale of shares of Aetna
        Variable Fund, Aetna Variable Encore Fund, Aetna Income Shares, Aetna Balanced VP, Inc.,
        Aetna GET Fund on behalf of each of its series, Aetna Generation Portfolios, Inc. on behalf of
        each of its series and Aetna Variable Portfolios, Inc. on behalf of each of its series ·
        Incorporated by reference to Registration Statement on Form N-4 (File No. 333-56297), as filed
        on June 8, 1998.
    (8.43 ) Amendment dated November 4, 1998 and effective as of October 15, 1998 to Service
        Agreement effective as of May 1, 1998 between Aeltus Investment Management, Inc. and
        Aetna Life Insurance and Annuity Company in connection with the sale of shares of Aetna
        Variable Fund, Aetna Variable Encore Fund, Aetna Income Shares, Aetna Balanced VP, Inc.,
        Aetna GET Fund on behalf of each of its series, Aetna Generation Portfolios, Inc. on behalf of
        each of its series and Aetna Variable Portfolios, Inc. on behalf of each of its series ·
        Incorporated 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.
    (8.44 ) Second Amendment dated February 11, 2000 to Service Agreement effective as of May 1, 1998
        and amended on November 4, 1998 between Aeltus Investment Management, Inc. and Aetna
        Life Insurance and Annuity Company in connection with the sale of shares of Aetna Variable
        Fund, Aetna Variable Encore Fund, Aetna Income Shares, Aetna Balanced VP, Inc., Aetna
        GET Fund on behalf of each of its series, Aetna Generation Portfolios, Inc. on behalf of each of
        its series and Aetna Variable Portfolios, Inc. on behalf of each of its series · Incorporated 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.
    (8.45 ) Third Amendment dated May 1, 2000 to Service Agreement effective as of May 1, 1998 and
        amended on November 4, 1998 and February 11, 2000 between Aeltus Investment
        Management, Inc. and Aetna Life Insurance and Annuity Company in connection with the sale
        of shares of Aetna Variable Fund, Aetna Variable Encore Fund, Aetna Income Shares, Aetna
        Balanced VP, Inc., Aetna GET Fund on behalf of each of its series, Aetna Generation
        Portfolios, Inc. on behalf of each of its series and Aetna Variable Portfolios, Inc. on behalf of
        each of its series · Incorporated 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.

     

     

    (8.46 ) 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 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. 32 to Registration Statement on Form N-4 (File No. 033-75988), as filed on
        April 13, 2004.
    (8.47 ) Participation Agreement dated as of May 1, 2001 between Pilgrim Variable Products Trust,
        ReliaStar Life Insurance Company and ING Pilgrim Securities, Inc. ·Incorporated by reference
        to Post-Effective Amendment No. 15 to Registration Statement on Form N-4 (File No. 033-
        90474), as filed on April 26, 2002.
    (8.48 ) Amendment executed August 30, 2002 to Participation Agreement dated May 1, 2001 by and
        among ReliaStar Life Insurance Company, ING Variable Products Trust (formerly known as
        Pilgrim Variable Products Trust) and ING Funds Distributor, LLC (formerly known as ING
        Pilgrim Securities, Inc.) · Incorporated by reference to Post-Effective Amendment No. 4 to
    Registration Statement on Form N-4 (File No. 333-100207), as filed on April 22, 2003.
    (8.49 ) Administrative and Shareholder Services Agreement dated May 1, 2001 by and between ING
        Pilgrim Group, LLC (Administrator for Pilgrim Variable Products Trust) and ReliaStar Life
        Insurance Company · Incorporated by reference to Post-Effective Amendment No. 4 to
    Registration Statement on Form N-4 (File No. 333-100207), as filed on April 22, 2003.
    (8.50 ) Participation Agreement made and entered into as of May 1, 2002 among ING Variable
        Portfolios, Inc., ReliaStar Life Insurance Company and ING Funds Distributors, Inc. ·
        Incorporated by reference to Post-Effective Amendment No. 2 to Registration Statement on
        Form N-4 (File No. 333-100207), as filed on October 31, 2002.
    (8.51 ) Amendment executed as of October 15, 2002 and effective as of October 1, 2002 to
        Participation Agreement made and entered into as of May 1, 2002 by and among ING Variable
        Portfolios, Inc., ReliaStar Life Insurance Company and ING Funds Distributor, Inc. ·
        Incorporated by reference to Post-Effective Amendment No. 2 to Registration Statement on
        Form N-4 (File No. 333-100207), as filed on October 31, 2002.
    (8.52 ) Participation Agreement made and entered into as of May 1, 2002 among ReliaStar Life
        Insurance Company, ING VP Bond Portfolio and ING Funds Distributor, Inc. · Incorporated by
        reference to Post-Effective Amendment No. 3 to Registration Statement on Form S-6 (File No.
        333-47094), as filed on September 17, 2002.
    (8.53 ) Amendment effective as of July 15, 2003 to Participation Agreement made and entered into as
        of May 1, 2002 by and among ReliaStar Life Insurance Company, ING VP Bond Portfolio and
        ING Funds Distributor, LLC. (f/k/a ING Funds Distributor, Inc.) · Incorporated by reference to
        Post-Effective Amendment No. 18 to Registration Statement on Form N-6 (File No. 033-
        57244), as filed on February 9, 2004.
    (8.54 ) Participation Agreement made and entered into as of December 1, 2002 among ING Strategic
        Allocation Portfolios, Inc., ReliaStar Life Insurance Company and ING Funds Distributions,
        Inc. · Incorporated by reference to Post-Effective Amendment No. 2 to Registration Statement
        on Form N-4 (File No. 333-100207), as filed on October 31, 2002.
    (8.55 ) Rule 22c-2 Agreement dated no later than April 16, 2007 is effective October 16, 2007 between
        ING Funds Services, LLC, ING Life Insurance and Annuity Company, ING National Trust,
        ING USA Annuity and Life Insurance Company, ReliaStar Life Insurance Company, ReliaStar
        Life Insurance Company of New York, Security Life of Denver Insurance Company and
        Systematized Benefits Administrators Inc. · Incorporated by reference to Post-Effective
        Amendment No. 50 to Registration Statement on Form N-4 (File No. 033-75962), as filed on
        June 15, 2007.
    (8.56 ) Fund Participation Agreement dated as of July 20, 2001 between Lord Abbett Series Fund, 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.

     

     

    (8.57 ) First Amendment dated April 30, 2009 and effective as of May 1, 2005 to Fund Participation
        Agreement effective as of July 20, 2001 among ING Life Insurance and Annuity Company
        (formerly Aetna Life Insurance and Annuity Company), Lord Abbett Series Fund, Inc. and
        Lord Abbett Distributor LLC · Incorporated by reference to Post-Effective Amendment No. 56
        to Registration Statement on Form N-4 (File No. 333-01107), as filed on December 18, 2009.
    (8.58 ) Service Agreement dated as of July 20, 2001 between Lord Abbett & Co. 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.
    (8.59 ) First Amendment dated April 30, 2009 and effective as of May 1, 2005 to Service Agreement
        effective as of July 20, 2001 between ING Life Insurance and Annuity Company (formerly
        Aetna Life Insurance and Annuity Company) and Lord Abbett Series Fund, Inc. · Incorporated
        by reference to Post-Effective Amendment No. 56 to Registration Statement on Form N-4 (File
        No. 333-01107), as filed on December 18, 2009.
    (8.60 ) Rule 22c-2 Agreement effective April 16, 2007 and operational on October 16, 2007 among
        Lord Abbett Distributor LLC, ING Life Insurance and Annuity Company, ING National
        Trust, ING USA Annuity and Life Insurance Company, ReliaStar Life Insurance Company,
        ReliaStar Life Insurance Company of New York, Security Life of Denver Insurance Company
        and Systematized Benefits Administrators Inc. · Incorporated by reference to Post-Effective
        Amendment No. 50 to Registration Statement on Form N-4 (File No. 033-75962), as filed on
        June 15, 2007.
    (8.61 ) Fund Participation Agreement made and entered into as of August 8, 1997 by and among
        Northern Life Insurance Company, Neuberger Berman Advisers Management Trust, Advisers
        Managers Trust and Neuberger Berman Management Inc. · Incorporated by reference to Post-
        Effective Amendment No. 4 to Registration Statement on Form N-4 (File No. 033-90474), as
        filed on August 4, 1997 and effective August 8, 1997.
    (8.62 ) Amendment No. 1 dated as of December 1, 1998 to Fund Participation Agreement dated
        August 8, 1997 by and among Northern Life Insurance Company, Neuberger Berman Advisers
        Management Trust, Advisers Managers Trust and Neuberger Berman Management Inc. ·
        Incorporated by reference to Post-Effective Amendment No. 7 to Registration Statement on
        Form N-4 (File No. 033-90474), as filed on April 23, 1999.
    (8.63 ) Addendum dated as of May 1, 2000 to Fund Participation Agreement dated August 8, 1997 and
        amended on December 1, 1998 by and among Northern Life Insurance Company, Neuberger
        Berman Advisers Management Trust, Advisers Managers Trust and Neuberger Berman
        Management Inc. · Incorporated by reference to Post-Effective Amendment No. 11 to
    Registration Statement on Form N-4 (File No. 033-90474), as filed on April 25, 2001.
    (8.64 ) Service Agreement effective August 8, 1997 by and between Neuberger Berman Management
        Inc. and Northern Life Insurance Company · Incorporated by reference to Post-Effective
        Amendment No. 4 to Registration Statement on Form N-4 (File No. 033-90474), as filed on
        August 4, 1997 and effective August 8, 1997.
    (8.65 ) Rule 22c-2 Agreement dated April 16, 2007 and effective as of October 16, 2007 between
        Neuberger Berman Management Inc., ING Life Insurance and Annuity Company, ING
        National Trust, ING USA Annuity and Life Insurance Company, ReliaStar Life Insurance
        Company, ReliaStar Life Insurance Company of New York, Security Life of Denver Insurance
        Company and Systematized Benefits Administrators Inc. · Incorporated by reference to Post-
        Effective Amendment No. 14 to Registration Statement on Form N-4 (File No. 333-100207), as
        filed on October 1, 2007.
    (8.66 ) Participation Agreement dated as of May 1, 2004 among ING Life Insurance and Annuity
        Company, ReliaStar Life Insurance Company, PIMCO Variable Insurance Trust and PA
        Distributors LLC · Incorporated by reference to Post-Effective Amendment No. 38 to
        Registration Statement on Form N-4 (File No. 333-01107), as filed on February 11, 2005.
    (8.67 ) First Amendment dated August 15, 2007 to Participation Agreement by and between ING Life
        Insurance and Annuity Company, ReliaStar Life Insurance Company, PIMCO Variable
        Insurance Trust and Allianz Global Investors Distributors LLC dated as of May 1, 2004 ·
        Incorporated by reference to Post-Effective Amendment No. 51 to Registration Statement on
        Form N-4 (File No. 333-01107), as filed on May 23, 2008.

     

     

    (8.68 ) Services Agreement dated as of May 1, 2004 between PIMCO Variable Insurance Trust (the
        “Trust”), ING Life Insurance and Annuity Company and ReliaStar Life Insurance Company ·
        Incorporated by reference to Post-Effective Amendment No. 38 to Registration Statement on
        Form N-4 (File No. 333-01107), as filed on February 11, 2005.
    (8.69 ) First Amendment dated August 15, 2007 to Services Agreement between PIMCO Variable
        Insurance Trust, ING Life Insurance and Annuity Company and ReliaStar Life Insurance
        Company dated as of May 1, 2004 · Incorporated by reference to Post-Effective Amendment
        No. 51 to Registration Statement on Form N-4 (File No. 333-01107), as filed on May 23, 2008.
    (8.70 ) Services Agreement effective as of May 1, 2004 between Pacific Investment Management
        Company LLC (“PIMCO”), ING Life Insurance and Annuity Company and ReliaStar Life
        Insurance Company · Incorporated by reference to Post-Effective Amendment No. 38 to
        Registration Statement on Form N-4 (File No. 333-01107), as filed on February 11, 2005.
    (8.71 ) First Amendment dated August 15, 2007 to Services Agreement between Pacific Investment
        Management Company LLC (“PIMCO”), ING Life Insurance and Annuity Company, ReliaStar
        Life Insurance Company and Allianz Global Investors Distributors LLC effective as of May 1,
        2004 · Incorporated by reference to Post-Effective Amendment No. 51 to Registration
        Statement on Form N-4 (File No. 333-01107), as filed on May 23, 2008.
    (8.72 ) Rule 22c-2 Agreement dated no later than April 16, 2007, is effective as of the 16th day of
        October, 2007 between Allianz Global Investors Distributors LLC, ING Life Insurance and
        Annuity Company, ING National Trust, ING USA Annuity and Life Insurance Company,
        ReliaStar Life Insurance Company, ReliaStar Life Insurance Company of New York, Security
        Life of Denver Insurance Company and Systematized Benefits Administrators Inc. ·
        Incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement on
        Form N-4 (File No. 333-139695), as filed on July 6, 2007.
    (8.73 ) Participation Agreement made and entered into as of July 1, 2001 by and among Pioneer
        Variable Contracts Trust, Aetna Life Insurance and Annuity Company, Pioneer Investment
        Management, Inc. and Pioneer Funds Distributor, Inc. · 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.
    (8.74 ) Amendment No. 1 is made and entered into as of May 1, 2004 to Participation Agreement
        between Pioneer Variable Contracts Trust and ING Life Insurance and Annuity Company f/k/a
        Aetna Life Insurance and Annuity Company, Pioneer Investment Management, Inc. and
        Pioneer Funds Distributor, Inc. dated July 1, 2001 ·Incorporated by reference to Post-Effective
        Amendment No. 40 to Registration Statement on Form N-4 (File No. 033-75962), as filed on
        April 13, 2005.
    (8.75 ) Amendment No. 2 is made and entered into as of August 15, 2007 to Participation Agreement
        between Pioneer Variable Contracts Trust, ING Life Insurance and Annuity Company,
        ReliaStar Life Insurance Company, ReliaStar Life Insurance Company of New York, Pioneer
        Investment Management, Inc. and Pioneer Funds Distributor, Inc. made and entered into as of
        July 1, 2001 and as amended on May 1, 2004 · Incorporated by reference to Post-Effective
        Amendment No. 2 to Registration Statement on Form N-4 (File No. 333-139695), as filed on
        December 21, 2007.
    (8.76 ) Rule 22c-2 Agreement dated March 1, 2007 and is effective as of October 16, 2007 between
        Pioneer Investment Management Shareholder Services, Inc., ING Life Insurance and Annuity
        Company, ING National Trust, ING USA Annuity and Life Insurance Company, ReliaStar Life
        Insurance Company, ReliaStar Life Insurance Company of New York, Security Life of Denver
        Insurance Company and Systematized Benefits Administrators Inc. · Incorporated by reference
        to Post-Effective Amendment No. 50 to Registration Statement on Form N-4 (File No. 033-
        75962), as filed on June 15, 2007.
    (8.77 ) Fund Participation Agreement effective as of May 1, 2004 between Wanger Advisors Trust,
        Columbia Wanger Asset Management, LP, ING Life Insurance and Annuity Company, and
        ReliaStar Life Insurance Company · Incorporated by reference to Post-Effective Amendment
        No. 38 to Registration Statement on Form N-4 (File No. 333-01107), as filed on February 11,
        2005.

     

     

    (8.78 ) Service Agreement with Investment Adviser effective as of May 1, 2004 between Columbia
        Wanger Asset Management, LP, ING Life Insurance and Annuity Company, ING Insurance
        Company of America, and ReliaStar Life Insurance Company · Incorporated by reference to
        Post-Effective Amendment No. 38 to Registration Statement on Form N-4 (File No. 333-
        01107), as filed on February 11, 2005.
    (8.79 ) First Amendment dated May 7, 2007 to Fund Participation Agreement effective as of May 1,
        2004 between Columbia Wanger Asset Management, LP, Wanger Advisors Trust, ING Life
        Insurance and Annuity Company and ReliaStar Life Insurance Company · Incorporated by
        reference to Post-Effective Amendment No. 53 to Registration Statement on Form N-4 (File
        No. 333-01107), as filed on August 18, 2008.
    (8.80 ) Rule 22c-2 Agreement dated April 16, 2007 and is effective as of October 16, 2007 among
        Columbia Management Services, Inc., ING Life Insurance and Annuity Company, ING
        National Trust, ING USA Annuity and Life Insurance Company, ReliaStar Life Insurance
        Company, ReliaStar Life Insurance Company of New York, Security Life of Denver Life
        Insurance Company and Systematized Benefits Administrators Inc. · Incorporated by reference
        to Post-Effective Amendment No. 3 to Registration Statement on Form N-4 (File No. 333-
        134760), as filed on July 27, 2007.
    (9 ) Consent and Opinion of Counsel
    (10 ) Consent of Independent Registered Public Accounting Firm
    (11 ) Not applicable  
    (12 ) Not applicable  
    (13 ) Powers of Attorney  
     
    Item 25. Directors and Principal Officers of the Depositor*
     
    Name and Principal     Positions and Offices with
    Business Address     Depositor
    Donald W. Britton1     President and Director
    Thomas J. McInerney2 Director and Chairman
    Catherine H. Smith2     Director and Senior Vice President
    Lynne R. Ford3     Director
    Robert G. Leary3     Director
    Ewout L. Steenbergen3 Director, Executive Vice President and Chief Financial Officer
    Michael S. Smith4     Director
    Steven T. Pierson5     Senior Vice President and Chief Accounting Officer
    Ralph Ferraro2     Senior Vice President
    Timothy T. Matson2     Senior Vice President
    Daniel P. Mulheran, Sr.1 Senior Vice President
    Boyd G. Combs5     Senior Vice President, Tax
    David S. Pendergrass5 Senior Vice President and Treasurer
    Prakash Shimpi3     Senior Vice President
    Carol Stern6     Vice President and Chief Compliance Officer
    Joy Benner1     Secretary

     

    *     

    These individuals may also be directors and/or officers of other affiliates of the Company.
    1     

    The principal business address of this director and these officers is 20 Washington Avenue South, Minneapolis, Minnesota 55401.
    2     

    The principal business address of these directors and these officers is One Orange Way, Windsor, Connecticut 06095-4774.
    3     

    The principal business of these directors and this officer is 230 Park Avenue, New York, New York 10169.
    4     

    The principal business address of this director is 1475 Dunwoody Drive, West Chester, Pennsylvania 19380.
    5     

    The principal business address of these officers is 5780 Powers Ferry Road, N.W., Atlanta, Georgia 30327.
    6     

    The principal business address of this officer is 601 Thirteenth Street NW, Washington, DC 20005.
     

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

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

    Item 27. Number of Contract Owners

    As of October 31, 2010, there were 44,170 owners of contracts holding interests in variable annuities funded through Separate Account N of ReliaStar Life Insurance Company.

    Item 28. Indemnification

    Under its Bylaws, Section 5.01, ReliaStar Life Insurance Company (“ReliaStar Life”) indemnifies, to the full extent permitted by the laws of the State of Minnesota, each person (and the heirs, executors and administrators of such person) who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, wherever brought, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director, officer or employee of ReliaStar Life, or is or was serving at the request of ReliaStar Life as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of ReliaStar Life pursuant to such provisions of the bylaws or statutes or otherwise, ReliaStar Life has been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in said Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by ReliaStar Life of expenses incurred or paid by a director or officer or controlling person of ReliaStar Life in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person of ReliaStar Life in connection with the securities being registered, ReliaStar Life 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 or not such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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

    Section 20 of the ING Financial Advisers, LLC Limited Liability Company Agreement executed as of November 28, 2000 provides that ING Financial Advisers, LLC will indemnify certain persons against any loss, damage, claim or expenses (including legal fees) incurred by such person if he is made a party or is threatened to be made a party to a suit or proceeding because he was a member, officer, director, employee or agent of ING Financial Advisers, LLC, as long as he acted in good faith on behalf of ING Financial Advisers, LLC and in a manner reasonably believed to be within the scope of his authority. An additional condition requires that no person shall be entitled to indemnity if his loss, damage, claim or expense was incurred by reason of his gross negligence or willful misconduct. This indemnity provision is authorized by and is consistent with Title 8, Section 145 of the General Corporation Law of the State of Delaware.

    Item 29. Principal Underwriter

    (a)     

    In addition to serving as the principal underwriter for the Registrant, ING Financial Advisers, LLC 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, Variable Annuity Account C of ILIAC, Variable Annuity Account G of ILIAC and Variable Annuity Account I 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) ReliaStar Select Variable Account of ReliaStar
     

     

    Life Insurance Company (a separate account of RLIC registered as a unit investment trust under the 1940 Act), (ii) MFS ReliaStar Variable Account (a separate account of RLIC registered as a unit investment trust under the 1940 Act), (iii) Northstar Variable Account (a separate account of RLIC registered as a unit investment trust under the 1940 Act), (iv) ReliaStar Life Insurance Company of New York Variable Annuity Funds A, B, C (a management investment company registered under the 1940 Act), (v) 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), (vi) ReliaStar Life Insurance Company of New York Variable Annuity Funds M, P, and Q (a management investment company registered under the1940 Act), and (vii) 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 Positions and Offices with
    Business Address Principal Underwriter
    Ronald R. Barhorst  
    4225 Executive Square Director and President
    La Jolla, California 92037  
    Randall L. Ciccati1 Director
    Brian D. Comer1 Director and Senior Vice President
    William Wilcox1 Director and Chief Compliance Officer
    Boyd G. Combs2 Senior Vice President, Tax
    William Jasien3 Senior Vice President
    M. Bishop Bastien  
    980 Ninth Street Vice President
    Sacramento, CA 95814  
    Nancy B. Boccella1 Vice President
    Dianne C Bogoian1 Vice President
    Anthony V. Camp, Jr.1 Vice President
    Mary Kathleen Carey-Reid1 Vice President
    Nancy D. Clifford1 Vice President
    Chris Cokinis4 Vice President
    William P. Elmslie  
    New York, New York Vice President
    Joseph J. Elmy2 Vice President, Tax
    Bernard P. Heffernon  
    10740 Nall Ave., Ste. 120 Vice President
    Overland Park, KS 66211  
    Mark E. Jackowitz  
    22 Century Hill Dr., Ste. 101 Vice President
    Latham, NY 12110  
    Dave Kaherl1 Vice President
    David Kelsey1 Vice President
    Barbara J. Kesterson4 Vice President
    Christina Lareau1 Vice President
    George D. Lessner, Jr. Vice President
    Richardson, Texas  
    Katherine E. Lewis  
    10700 West Research Dr., Ste. 190 Vice President
    Milwaukee, WI 53226  
    David J. Linney  
    2900 N. Loop W., Ste. 180 Vice President
    Houston, TX 77092  
    Frederick C. Litow2 Vice President
    Mark R. Luckinbill  
    2841 Plaza Place, Ste. 210 Vice President
    Raleigh, NC 27612  

     

     

    Name and Principal Positions and Offices with
    Business Address Principal Underwriter
    Richard T. Mason1 Vice President
    Pamela L. Mulvey1 Vice President
    Brian J. Murphy1 Vice President
    Scott T. Neeb  
    4600 Ulster Street Vice President
    Denver, CO 80237  
    David Pendergrass2 Vice President and Treasurer
    Ethel Pippin1 Vice President
    Michael J. Pise1 Vice President
    Spencer T. Shell2 Vice President and Assistant Treasurer
    Frank W. Snodgrass  
    9020 Overlook Blvd. Vice President
    Brentwood, TN 37027  
    Christina M. Starks  
    2000 21st Avenue NW Vice President
    Minot, North Dakota 58703  
    Carl P. Steinhilber1 Vice President
    Terran Titus1 Vice President
    S. Bradford Vaughan, Jr.  
    2510 Pike Street, Ste. 2510 Vice President
    Seattle, WA 98101  
    Judeen T. Wrinn1 Vice President
    Nancy S. Stillman1 Assistant Vice President
    Kristin H. Hultgren1 Chief Financial Officer
    Joy M. Benner5 Secretary
    John Cecere1 Assistant Secretary
    Tina M. Nelson5 Assistant Secretary
    Melissa A. O’Donnell5 Assistant Secretary
    Randall K. Price5 Assistant Secretary
    Susan M. Vega5 Assistant Secretary
    Terry L. Owens2 Tax Officer

     

    1     

    The principal business address of these directors and these officers is One Orange Way, Windsor, Connecticut 06095-4774.

    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 these officers is 909 Locust Street, Des Moines, Iowa 50309.

    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 Net Underwriting   Compensation on            
    Principal Discounts and   Redemption or   Brokerage        
    Underwriter Commissions   Annuitization   Commissions     Compensation*  
     
    ING Financial             $ 5,345,848.22  
    Advisers, LLC                  

     

    *     

    Includes gross concessions associated with the distribution of all registered variable annuity products issued by Separate Account N of ReliaStar Life Insurance Company.

     

    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 located at the home office of the Depositor as follows: ReliaStar Life Insurance Company 20 Washington Avenue South Minneapolis, Minnesota 55401

    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 or a post card or similar written communication affixed to or included in the
      Prospectus that the applicant can remove to send for a Statement of Additional Information; and
    (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.
    (d) 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 Council of Life Insurance; SEC No-Action Letter, [1988 WL
      1235221 *13 (S.E.C.)]
    (e) 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.
    (f) The Depositor 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, Separate Account N of ReliaStar Life Insurance 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. 333-100209) and has duly caused this Post Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Windsor, State of Connecticut, on the 3rd day of December, 2010.

    SEPARATE ACCOUNT N OF RELIASTAR LIFE
    INSURANCE COMPANY
    (Registrant)

    By: RELIASTAR LIFE INSURANCE COMPANY
    (Depositor)

    By: Donald W. Britton*
    Donald W. Britton
    President
    (principal executive officer)

    As required by the Securities Act of 1933, this Post-Effective Amendment No. 17 to the Registration Statement has been signed by the following persons in the capacities and on the date indicated.

    Signature Title Date
     
    Donald W. Britton* Director and President  
    Donald W. Britton (principal executive officer)  
     
    Lynne R. Ford* Director  
    Lynne R. Ford    
     
    Robert G. Leary* Director  
    Robert G. Leary    
     
    T. J. McInerney* Director and Chairman  
    Thomas J. McInerney   December
        3, 2010
    Catherine H. Smith* Director and Senior Vice President  
    Catherine H. Smith    
     
    Michael S. Smith* Director  
    Michael S. Smith    
     
    Ewout Steenbergen* Director, Executive Vice President and Chief Financial Officer  
    Ewout L. Steenbergen    
     
    Steven T. Pierson* Senior Vice President and Chief Accounting Officer  
    Steven T. Pierson    
     
     
    By: /s/ J. Neil McMurdie    
    J. Neil McMurdie    
    * Attorney-in-Fact    

     

     

    SEPARATE ACCOUNT N
    EXHIBIT INDEX
    Exhibit No.   Exhibit
    24 (b)(9) Consent and Opinion of Counsel
    24(b) (10) Consent of Independent Registered Public Accounting Firm
    24(b) (13) Power of Attorney