485BPOS 1 get3suppl485bfiling.htm 485 (B) FILING OF 75988 GET SERIES 3 485(b) filing of 75988 Prospectus supplement adding GET Series 3

As filed with the Securities and Exchange
Commission on December 8, 2003

Registration No. 33-75988*
Registration No. 811-2513

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-4

POST-EFFECTIVE AMENDMENT NO. 29 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) 723-2260

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

It is proposed that this filing will become effective:

 

X

 

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

     

on _____________ pursuant to paragraph (b) of Rule 485

*Pursuant to Rule 429(a) under the Securities Act of 1933, Registrant has included a combined prospectus under this Registration Statement which includes all the information which would currently be required in a prospectus relating to the securities covered by the following earlier Registration Statements: 33-75972; 33-76024; and 33-89858.

PARTS A AND B

The Prospectus and the Statement of Additional Information, each dated May 1, 2003, are incorporated into Parts A and B, respectively, of this Post-Effective Amendment No. 29 by reference to Registrant's filings under Rule 497(c), as filed on May 2, 2003 and Rule 497(e), as filed on November 12, 2003 (File No. 33-75988).

A supplement dated December 8, 2003 to the Prospectus is included in Part A of this Post-Effective Amendment.

VARIABLE ANNUITY ACCOUNT C

 

ING Life Insurance and Annuity Company

 

IRA & SEP
Individual Deferred Variable Annuity Contracts for:
Individual Retirement Annuities (Section 408(b))
Simplified Employee Pension Plans (Section 408(k))

 

Supplement Dated December 8, 2003 to Prospectus

For 1984 Contracts (Prospectus No. PRO.75992-03)

And 1992 and 1994 Contracts (Prospectus No. PRO.75988-03)

Each dated May 1, 2003 and as Supplemented November 12, 2003

 

1.

The Prospectus is amended to include the GET Series 3 as a new investment option.

GENERAL DESCRIPTION OF ING GET U.S. CORE PORTFOLIO - SERIES 3 (GET Series 3 or the Series)

GET Series 3 is an investment option that may be available during the accumulation phase of the contract. ING Life Insurance and Annuity Company (the Company or we) makes a guarantee, as described below, when you direct money into GET Series 3. ING Investments, LLC serves as the investment adviser and Aeltus Investment Management, Inc. (ING Aeltus) serves as investment subadviser to GET Series 3. GET Series 3 may not be available under all contracts, in all plans, or in all jurisdictions.

 

We will offer GET Series 3 shares only during the offering period, which is scheduled to run from December 12, 2003 through the close of business of the New York Stock Exchange on March 15, 2004. Please read the GET Series 3 prospectus for a more complete description of GET Series 3, including its charges and expenses. A GET Series 3 prospectus may be obtained, free of charge, from the ING USFS Customer Service Center at the address listed in the "Contract Overview - Questions: Contacting the Company" section of the Prospectus, by accessing the SEC web site or by contacting the SEC Public Reference Room.

 

INVESTMENT OBJECTIVE AND PRINCIPAL INVESTMENT STRATEGIES OF GET SERIES 3

The Series seeks to achieve maximum total return and minimal exposure of the Series assets to a market value loss by participating, to the extent possible, in favorable equity market performance during the guarantee period.

 

The only time that investors may purchase shares of GET Series 3 is during the offering period. During the offering period, all GET Series 3 assets will be invested in short-term instruments. The guarantee period for GET Series 3 commences on March 16, 2004 and runs through March 13, 2009. During the guarantee period, the assets of GET Series 3 will be allocated between the "Equity Component" and the "Fixed Component" in accordance with the proprietary computer model used by ING Aeltus, the subadviser to GET Series 3. This asset allocation strategy seeks to optimize the exposure of the Series to the Equity Component while protecting Series assets. The model evaluates a number of factors, including the then current market value of the Series, the then prevailing level of interest rates, equity market volatility, the Series' total annual expenses, insurance company separate account expenses and the maturity date of GET Series 3, in determining the appropriate allocation between the Equity Component and the Fixed Component.

 

The Equity Component consists of common stocks included in the Standard and Poor's 500 Composite Stock Price Index (S&P 500), and futures contracts on the S&P 500, and, when the Equity Component's market value is $5 million or less, investments in exchange traded funds (ETFs) that can reasonably be expected to have at least a 95% correlation ratio with the S&P 500, in S&P 500 futures, or in a combination of S&P 500 futures and ETFs. Under ordinary circumstances, at least 80% of the amounts allocated to the Equity Component will be invested in stocks included in the S&P 500. Generally, ING Aeltus manages the Equity Component in accordance with an "enhanced index" strategy under which it overweights stocks that it believes will outperform the S&P 500 and underweights (or avoids altogether) those stocks that it believes will underperform the S&P 500. In the event the Equity Component's market value is $5 million or less, and ING Aeltus invests invests in S&P 500 futures or ETFs or in a combination of S&P 500 futures and ETFs, ING Aeltus will not emply an enhanced index strategy. Assets allocated to the Equity Component may be reduced or eliminated in order to conserve assets at a level equal to or above the present value of the guarantee.

 
 
 
 
 

X.IRA-03GT3

December 2003

 

In managing the Fixed Component, ING Aeltus seeks to select investments for the Fixed Component with financial characteristics that will, at any point in time, closely resemble those of a portfolio of zero coupon bonds that mature within three months of the maturity date of the Series. Generally, at least 55% of the amounts allocated to the Fixed Component will consist of securities issued or guaranteed by the U.S. government, its agencies or instrumentalities. The assets allocated to the Fixed Component may also be invested in, among other things, certain mortgage backed securities, U.S. Treasury futures, and money market instruments.

 

The asset allocation strategy will be implemented by allocating assets appropriately to the Equity Component and to the Fixed Component so that no amounts are due from the Company under the guarantee. Consequently, there can be no assurance as to the percentage of assets, if any, allocated to the Equity Component, or to any investment returns generated by GET Series 3.

 

THE GET SERIES GUARANTEE

The guarantee period for GET Series 3 will end on March 13, 2009, which is GET Series 3's maturity date. The Company guarantees that the value of an accumulation unit of the GET Series 3 subaccount under the contract on the maturity date (as valued after the close of business on March 13, 2009), will not be less than its value as determined after the close of business on the last day of the offering period. This guarantee is dependent upon the Company's claims-paying ability. If the value on the maturity date is lower than it was on the last day of the offering period, we will transfer funds from our general account to the GET Series 3 subaccount to make up the difference. This means that if you remain invested in GET Series 3 until the maturity date, at the maturity date you will receive no less than the value of your separate account investment directed to GET Series 3 as of the last day of the offering period, less any maintenance fees and any amounts you transfer or withdraw from the GET Series 3 subaccount.

If you withdraw, request a loan, or transfer funds from GET Series 3 before the maturity date, we will process the transactions at the actual unit value next determined after we receive your order. The guarantee will not apply to these amounts.

 

MATURITY DATE

Before the maturity date, we will send a notice to each contract holder or participant who has amounts in GET Series 3. This notice will remind you that the maturity date is approaching and that you must choose other investment options for your GET Series 3 amounts. If you do not make a choice on the maturity date, we will transfer your GET Series 3 amounts to the Series of the GET Portfolio that we are currently offering at that time, assuming that we are offering a GET Series at that time and that it is made available under your contract. If no GET Portfolio Series is available, we will transfer your GET Series 3 amounts to a balanced fund advised by ING Investments, LLC (or another adviser affiliated with the Company) available under the Contract that has the best 5-year standardized performance. If there are no such balanced funds available under the contract, we will transfer your GET Series 3 amounts to a core U.S. equity fund advised by ING Investments, LLC (or another adviser affiliated with the Company) available under the contract that has the best 5-year standardized performance. All amounts not transferred to a new GET Portfolio Series, as outlined above, will be subject to market risk including the possible loss of principal.

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

2

 

The following information supplements the "Fee Table" section in the Prospectus and the table in the "Charges and Deductions" section of the Prospectus Summary:

FEES DEDUCTED FROM THE GET SERIES 3 SUBACCOUNT DURING THE ACCUMULATION PHASE

(Daily deductions equal to the given percentage of values invested in the subaccount on an annual basis)

 

Maximum Separate Account Annual Expenses (as a percentage of average account value)

 

Mortality and Expense Risk Charge

1.25%1

Administrative Expense Charge

0.25%2

GET Series 3 Guarantee Charge (deducted daily during the Guarantee Period)

0.25%

Total Separate Account Annual Expenses

1.75%

 

1

This illustrates the maximum mortality and expense risk charge that may be deducted under the contracts. For 1994 contracts, this charge may be reduced to 1.15% under certain circumstances. See "Fees" in the prospectus.

2

We currently do not impose this charge, however, if allowed by your contract, we reserve the right to charge up to 0.25% annually. See "Fees" in the prospectus.

 

FEES DEDUCTED BY THE FUNDS

The following information supplements the Fund Expense Table contained in the "Fee Table - Fees Deducted by the Funds" section of the Prospectus and the expense table in the "Charges and Deductions" section of the Prospectus Summary:

GET Series 3 Annual Expenses (As a percentage of the average net assets)1

 
 



Management
(Advisory) Fees 2





12b-1 Fee 3




Other Expenses

Total Annual Fund Operating Expenses


Fees and Expenses Waived or Reimbursed


Net Annual Fund Operating Expenses 4


GET Series 3


0.60%


0.25%


0.15%


1.00%


-


1.00%

             

For more information regarding expenses paid out of assets of the portfolio, see the GET Series 3 prospectus.

 

1 This table shows the estimated operating expenses for the Series as a ratio of expenses to average daily net assets.

2 The Management (Advisory) Fee will be 0.25% during the offering period and 0.60% during the guarantee period.

3 Pursuant to a Plan of Distribution adopted by the Series under Rule 12b-1 under the 1940 Act, the Series pays ING Funds Distributor, Inc. (the "Distributor") an annual fee of up to 0.25% of average daily net assets attributable to the Series' shares. The distribution fee may be used by the Distributor for the purpose of financing any activity which is primarily intended to result in the sale of shares of the Series, including payment of the fee to ING Life Insurance and Annuity Company in connection with the use of the Series under the Company's variable annuity contracts, and providing related services.

4 ING Investments, LLC has entered into an expense limitation contract with the Series, under which it will limit expenses of the Series, excluding expenses such as interest, taxes, brokerage and extraordinary expenses to 0.65% during the offering period and 1.00% during the guarantee period, through December 31, 2004. Fee waiver and/or reimbursements by ING Investments, LLC may vary in order to achieve such contractually obligated "Net Annual Fund Operating Expenses".

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

3

 

The following information supplements the "Hypothetical Examples" section in the Prospectus:

 

Hypothetical Example - GET Series 3

The following examples are intended to help you compare the cost of investing in the contract with the cost of investing in other variable annuity contracts. These costs include maximum contract holder transaction expenses, the maximum separate account annual expenses applicable to the GET Series 3 subaccount, and fund fees and expenses (until GET Series 3's maturity date).


The following examples assume that you invest $10,000 in the contract for the time periods indicated. The examples also assume that your investment has a 5% return each year and assume the fees and expenses as listed in the "Total Annual Fund Operating Expenses" column on the previous page. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:


For 1984 Contracts (Prospectus No. PRO.75992-03)




GET Series 3



(A) If you withdraw your entire account value at the end of the applicable time period*:

 

(B) If you do not withdraw your entire account value or if you select an income phase payment option at the end of the applicable time period**:

 
 
   

1 Year

3 Years

5 Years

 

1 Year

3 Years

5 Years

   

$796

$1,406

$2,044

 

$285

$873

$1,487

 


For 1992 and 1994 Contracts (Prospectus No. PRO.75988-03)




GET Series 3



(A) If you withdraw your entire account value at the end of the applicable time period:

 

(B) If you do not withdraw your entire account value or if you select an income phase payment option at the end of the applicable time period***:

 
 
   

1 Year

3 Years

5 Years

 

1 Year

3 Years

5 Years

Based on Early Withdrawal Schedule A

Based on Early Withdrawal Schedule B

Based on Early Withdrawal Schedule C

 

$290

$801

$903

$889

$1,421

$1,315

$1,513

$1,957

$1,735

 

$290

$290

$290

$889

$889

$889

$1,513

$1,513

$1,513

*

This example reflects deduction of an early withdrawal charge calculated using the schedule applicable to Installment Purchase Payment Contracts. The Installment Purchase Payment Contracts schedule is listed in "Fees." Under that schedule, if only one $10,000 purchase payment was made as described above, fewer than 5 purchase payment periods would have been completed at the end of years 1, 3 and 5, and the 5% charge would apply.

**

This example does not apply if during the income phase a nonlifetime income phase payment option with variable payments is selected and a lump-sum withdrawal is requested within 3 years after payments start. In this case, the lump-sum payment is treated as a withdrawal during the accumulation phase and may be subject to an early withdrawal charge as shown in Example A for 1984 Contracts.

***

This example will not apply during the income phase if you select a nonlifetime income phase payment option with variable payments and take a lump-sum withdrawal within five years after you begin receiving payments (or within three years for 1992 contracts). In these circumstances, the lump-sum payment is treated as a withdrawal during the accumulation phase and may be subject to an early withdrawal charge. Refer to Example A For 1992 and 1994 Contracts.

   
   
   

2.

The Prospectus is amended to include the following new section under "Other Topics":

Trading - Industry Developments

As with many financial services companies, the Company and affiliates of the Company have received requests for information from various governmental and self-regulatory agencies in connection with investigations related to trading in investment company shares. In each case, full cooperation and responses are being provided. The Company is also reviewing its policies and procedures in this area.

X.IRA-03GT3

4

December 2003

VARIABLE ANNUITY ACCOUNT C
PART C - OTHER INFORMATION

Item 24. Financial Statements and Exhibits

(a)

Financial Statements:

(1)

Incorporated by reference in Part A:
Condensed Financial Information

(2)

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

-

Report of Independent Auditors

-

Statement of Assets and Liabilities as of December 31, 2002

-

Statement of Operations for the year ended December 31, 2002

-

Statements of Changes in Net Assets for the years ended December 31, 2002 and 2001

-

Notes to Financial Statements

 

Financial Statements of ING Life Insurance and Annuity Company:

-

Reports of Independent Auditors

-

Consolidated Income Statements for the years ended December 31, 2002 and 2001, one month ended December 31, 2000 and eleven months ended November 30, 2000

-

Consolidated Balance Sheets as of December 31, 2002 and 2001

-

Consolidated Statements of Changes in Shareholder's Equity for the years ended December 31, 2002 and 2001, one month ended December 31, 2000, and eleven months ended November 30, 2000

-

Consolidated Statements of Cash Flows for the years ended December 31, 2002 and 2001, one month ended December 31, 2000, and eleven months ended November 30, 2000

-

Notes to Consolidated Financial Statements

(b)

Exhibits

 

(1)

Resolution establishing Variable Annuity Account C(1)

 

(2)

Not applicable

 

(3.1)

Broker-Dealer Agreement(2)

 

(3.2)

Alternative Form of Wholesaling Agreement and Related Selling Agreement(3)

 

(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(4)

 

(3.4)

Underwriting Agreement dated November 17, 2000 between Aetna Life Insurance and Annuity Company and Aetna Investment Services, LLC(4)

 

(4.1)

Variable Annuity Contracts (IRA-CDA-IC) and (IP-CDA-IB)(5)

 

(4.2)

Endorsements (EIRA-SDOIC-97) and (EIRA-SDOIC-97(NY)) to Variable Annuity Contract IRA-CDA-IC(6)

 

(4.3)

Endorsement (EIP-SDOIB-97) to Variable Annuity Contract IP-CDA-IB(6)

 

(4.4)

Endorsement (EPIRA-GI-98) to Contract IRA-CDA-IC(7)

 

(4.5)

Endorsement (EIGET-IC(R)) to Contracts IRA-CDA-IC and IP-CDA-IB(8)

 

(4.6)

Endorsement (EGET-99) to Contracts IRA-CDA-IC and IP-CDA-IB(9)

 

(4.7)

Endorsements ENMCHG (05/02) and ENMCHGI (05/02) for name change(10)

 

(4.8)

Contract Schedule (IROPIRA-99) to Contract IRA-CDA-IC(11)

 

(4.9)

Endorsement EEGTRRA-PENIRA(01) to Contracts IRA-CDA-IC and
IP-CDA-IB(12)

 

(4.10)

Contract Schedule (IROIRA-99) to Contract IRA-CDA-IC(11)

 

(4.11)

Contract Schedule (IMSIRA-99) to Contract IRA-CDA-IC(11)

 

(5.1)

Variable Annuity Contract Application (304.00.1A)(13)

 

(5.2)

Variable Annuity Contract Application (703.00.1A)(14)

 

(5.3)

Variable Annuity Contract Application (75988-97)(15)

 

(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)(16)

 

(6.2)

By-Laws restated as of January 1, 2002 of ING Life Insurance and Annuity Company (formerly Aetna Life Insurance and Annuity Company)(16)

 

(7)

Not applicable

 

(8.1)

Fund Participation Agreement dated June 30, 1998 by and among AIM Variable Insurance Funds, Inc., A I M Distributors, Inc. and Aetna Life Insurance and Annuity Company(17)

 

(8.2)

Amendment No. 1 dated October 1, 2000 to Participation Agreement dated June 30, 1998 by and among AIM Variable Insurance Funds (formerly AIM Variable Insurance Funds, Inc.), A I M Distributors, Inc. and Aetna Life Insurance and Annuity Company(18)

 

(8.3)

First Amendment dated November 17, 2000 to Participation Agreement dated June 30, 1998 by and among AIM Variable Insurance Funds (formerly AIM Variable Insurance Funds, Inc.), A I M Distributors, Inc. and Aetna Life Insurance and Annuity Company(18)

 

(8.4)

Service Agreement effective June 30, 1998 between Aetna Life Insurance and Annuity Company and AIM Advisors, Inc.(17)

 

(8.5)

First Amendment effective June 30, 1998 dated October 1, 2000 to the Service Agreement between Aetna Life Insurance and Annuity Company and AIM Advisors, Inc.(4)

 

(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.(2)

 

(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.(19)

 

(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.(20)

 

(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.(21)

 

(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.(21)

 

(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.(18)

 

(8.12)

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(2)

 

(8.13)

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(19)

 

(8.14)

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(21)

 

(8.15)

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(21)

 

(8.16)

Fund Participation Agreement dated December 1, 1997 among Calvert Responsibly Invested Balanced Portfolio, Calvert Asset Management Company, Inc. and Aetna Life Insurance and Annuity Company(22)

 

(8.17)

Service Agreement dated December 1, 1997 between Calvert Asset Management Company, Inc. and Aetna Life Insurance and Annuity Company(22)

 

(8.18)

Fund Participation Agreement dated February 1, 1994 and amended on December 15, 1994, February 1, 1995, May 1, 1995, January 1, 1996 and March 1, 1996 between Aetna Life Insurance and Annuity Company, Variable Insurance Products Fund and Fidelity Distributors Corporation(23)

 

(8.19)

Fifth Amendment dated as of May 1, 1997 to the Fund Participation Agreement dated February 1, 1994 and amended on December 15, 1994, February 1, 1996, May 1, 1995, January 1, 1996 and March 1, 1996 between Aetna Life Insurance and Annuity Company, Variable Insurance Products Fund and Fidelity Distributors Corporation(24)

 

(8.20)

Sixth Amendment dated November 6, 1997 to the Fund Participation Agreement dated February 1, 1994 and amended on December 15, 1994, February 1, 1995, May 1, 1995, January 1, 1996, March 1, 1996 and May 1, 1997 between Aetna Life Insurance and Annuity Company, Variable Insurance Products Fund and Fidelity Distributors Corporation(25)

 

(8.21)

Seventh Amendment dated as of May 1, 1998 to the Fund Participation Agreement dated February 1, 1994 and amended on December 15, 1994, February 1, 1995, May 1, 1995, January 1, 1996, March 1, 1996, May 1, 1997 and November 6, 1997 between Aetna Life Insurance and Annuity Company, Variable Insurance Products Fund and Fidelity Distributors Corporation(2)

 

(8.22)

Eighth Amendment dated December 1, 1999 to Fund Participation Agreement dated February 1, 1994 and amended on December 15, 1994, February 1, 1995, May 1, 1995, January 1, 1996, March 1, 1996, May 1, 1997, November 6, 1997 and May 1, 1998 between Aetna Life Insurance and Annuity Company, Variable Insurance Products Fund and Fidelity Distributors Corporation(20)

 

(8.23)

Fund Participation Agreement dated February 1, 1994 and amended on December 15, 1994, February 1, 1995, May 1, 1995, January 1, 1996 and March 1, 1996 between Aetna Life Insurance and Annuity Company, Variable Insurance Products Fund II and Fidelity Distributors Corporation(23)

 

(8.24)

Fifth Amendment dated as of May 1, 1997 to the Fund Participation Agreement dated February 1, 1994 and amended on December 15, 1994, February 1, 1996, May 1, 1995, January 1, 1996 and March 1, 1996 between Aetna Life Insurance and Annuity Company, Variable Insurance Products Fund II and Fidelity Distributors Corporation(24)

 

(8.25)

Sixth Amendment dated as of January 20, 1998 to the Fund Participation Agreement dated February 1, 1994 and amended on December 15, 1994, February 1, 1995, May 1, 1995, January 1, 1996, March 1, 1996 and May 1, 1997 between Aetna Life Insurance and Annuity Company, Variable Insurance Products Fund II and Fidelity Distributors Corporation(26)

 

(8.26)

Seventh Amendment dated as of May 1, 1998 to the Fund Participation Agreement dated February 1, 1994 and amended on December 15, 1994, February 1, 1995, May 1, 1995, January 1, 1996, March 1, 1996, May 1, 1997 and January 20, 1998 between Aetna Life Insurance and Annuity Company, Variable Insurance Products Fund II and Fidelity Distributors Corporation(2)

 

(8.27)

Eighth Amendment dated December 1, 1999 to Fund Participation Agreement dated February 1, 1994 and amended on December 15, 1994, February 1, 1995, May 1, 1995, January 1, 1996, March 1, 1996, May 1, 1997, January 20, 1998 and May 1, 1998 between Aetna Life Insurance and Annuity Company, Variable Insurance Products Fund II and Fidelity Distributors Corporation(20)

 

(8.28)

Service Agreement dated as of November 1, 1995 between Aetna Life Insurance and Annuity Company and Fidelity Investments Institutional Operations Company(27)

 

(8.29)

Amendment dated January 1, 1997 to Service Agreement dated as of November 1, 1995 between Aetna Life Insurance and Annuity Company and Fidelity Investments Institutional Operations Company(24)

 

(8.30)

Service Contract dated May 2, 1997 between Fidelity Distributors Corporation and Aetna Life Insurance and Annuity Company(19)

 

(8.31)

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(28)

 

(8.32)

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.(29)

 

(8.33)

Fund Participation Agreement dated December 8, 1997 among Janus Aspen Series and Aetna Life Insurance and Annuity Company and Janus Capital Corporation(30)

 

(8.34)

Amendment dated October 12, 1998 to Fund Participation Agreement dated December 8, 1997 among Janus Aspen Series and Aetna Life Insurance and Annuity Company and Janus Capital Corporation(19)

 

(8.35)

Second Amendment dated December 1, 1999 to Fund Participation Agreement dated December 8, 1997 and amended on October 12, 1998 among Janus Aspen Series and Aetna Life Insurance and Annuity Company and Janus Capital Corporation(20)

 

(8.36)

Amendment dated as of August 1, 2000 to Fund Participation Agreement dated December 8, 1997 and amended on October 12, 1998 and December 1, 1999 among Janus Aspen Series and Aetna Life Insurance and Annuity Company and Janus Capital Corporation(31)

 

(8.37)

Letter Agreement dated December 7, 2001 between Janus and Aetna Life Insurance and Annuity Company reflecting evidence of a new Fund Participation Agreement with the same terms as the current Fund Participation Agreement except with a new effective date of March 28, 2002(10)

 

(8.38)

Service Agreement dated December 8, 1997 between Janus Capital Corporation and Aetna Life Insurance and Annuity Company(30)

 

(8.39)

First Amendment dated as of August 1, 2000 to Service Agreement dated December 8, 1997 between Janus Capital Corporation and Aetna Life Insurance and Annuity Company(31)

 

(8.40)

Distribution and Shareholder Services Agreement - Service Shares of Janus Aspen Series (for Insurance Companies) dated August 1, 2000 between Janus Distributors, Inc. and Aetna Life Insurance and Annuity Company(31)

 

(8.41)

Letter Agreement dated October 19, 2001 between Janus and Aetna Life Insurance and Annuity Company reflecting evidence of a new Distribution and Shareholder Service Agreement with the same terms as the current Distribution and Shareholder Service Agreement except with a new effective date of March 28, 2002(10)

 

(8.42)

Fund Participation Agreement dated as of July 20, 2001 between Lord Abbett Series Fund, Inc. and Aetna Life Insurance and Annuity Company(28)

 

(8.43)

Service Agreement dated as of July 20, 2001 between Lord Abbett & Co. and Aetna Life Insurance and Annuity Company(28)

 

(8.44)

Fund Participation Agreement dated March 11, 1997 between Aetna Life Insurance and Annuity Company and Oppenheimer Variable Annuity Account Funds and Oppenheimer Funds, Inc.(32)

 

(8.45)

First Amendment dated December 1, 1999 to Fund Participation Agreement dated March 11, 1997 between Aetna Life Insurance and Annuity Company and Oppenheimer Variable Annuity Account Funds and Oppenheimer Funds, Inc.(20)

 

(8.46)

Service Agreement effective as of March 11, 1997 between Oppenheimer Funds, Inc. and Aetna Life Insurance and Annuity Company(32)

 

(8.47)

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.(33)

 

(8.48)

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

 

(8.49)

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)(34)

 

(8.50)

Fund Participation Agreement dated as of July 1, 2001 between Pioneer Variable Contracts Trust and Aetna Life Insurance and Annuity Company(28)

 

(8.51)

Participation Agreement dated as of November 28, 2001 among Portfolio Partners, Inc., Aetna Life Insurance and Annuity Company and Aetna Investment Services, LLC(10)

 

(8.52)

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(10)

 

(8.53)

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(34)

 

(8.54)

Shareholder Servicing Agreement (Service Class Shares) dated as of November 27, 2001 between Portfolio Partners, Inc. and Aetna Life Insurance and Annuity Company(10)

 

(8.55)

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(10)

 

(8.56)

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(34)

 

(9)

Opinion and Consent of Counsel

 

(10)

Consents of Independent Auditors

 

(11)

Not applicable

 

(12)

Not applicable

 

(13)

Schedule for Computation of Performance Data(14)

 

(14.1)

Powers of Attorney(35)

 

(14.2)

Authorization for Signatures(3)

1.

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.

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

3.

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.

4.

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.

5.

Incorporated by reference to Post-Effective Amendment No. 4 to Registration Statement on Form N-4 (File No. 33-75988), as filed on April 15, 1996.

6.

Incorporated by reference to Post-Effective Amendment No. 8 to Registration Statement on Form N-4 (File No. 33-75988), as filed on April 17, 1997.

7.

Incorporated by reference to Post-Effective Amendment No. 12 to Registration Statement on Form N-4 (File No. 33-75988), as filed on September 15, 1998.

8.

Incorporated by reference to Post-Effective Amendment No. 8 to Registration Statement on Form N-4 (File No. 33-75964), as filed on August 30, 1996.

9.

Incorporated by reference to Post-Effective Amendment No. 13 to Registration Statement on Form N-4 (File No. 333-01107), as filed on April 7, 1999.

10.

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.

11.

Incorporated by reference to Post-Effective Amendment No. 16 to Registration Statement on Form N-4 (File No. 33-75988), as filed on August 24, 1999.

12.

Incorporated by reference to Post-Effective Amendment No. 26 to Registration Statement on Form N-4 (File No. 33-75988), as filed on April 15, 2002.

13.

Incorporated by reference to Post-Effective Amendment No. 10 to Registration Statement Form N-4 (File No. 33-75988), as filed on October 30, 1997.

14.

Incorporated by reference to Post-Effective Amendment No. 9 to Registration Statement on Form N-4 (File No. 33-75988), as filed on August 18, 1997.

15.

Incorporated by reference to Post-Effective Amendment No. 11 to Registration Statement on Form N-4 (File No. 33-75988), as filed on April 20, 1998.

16.

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.

17.

Incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement on Form N-4 (File No. 333-56297), as filed on August 4, 1998.

18.

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.

19.

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.

20.

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.

21.

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.

22.

Incorporated by reference to Post-Effective Amendment No. 8 to Registration Statement on Form N-4 (File No. 333-01107), as filed on February 19, 1998.

23.

Incorporated by reference to Post-Effective Amendment No. 12 to Registration Statement on Form N-4 (File No. 33-75964), as filed on February 11, 1997.

24.

Incorporated by reference to Post-Effective Amendment No. 30 to Registration Statement on Form N-4 (File No. 33-34370), as filed on September 29, 1997.

25.

Incorporated by reference to Post-Effective Amendment No. 16 to Registration Statement on Form N-4 (File No. 33-75964), as filed on February 9, 1998.

26.

Incorporated by reference to Post-Effective Amendment No. 7 to Registration Statement on Form S-6 (File No. 33-75248), as filed on February 24, 1998.

27.

Incorporated by reference to Post-Effective Amendment No. 3 to Registration Statement on Form N-4 (File No. 33-88720), as filed on June 28, 1996.

28.

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.

29.

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.

30.

Incorporated by reference to Post-Effective Amendment No. 10 to Registration Statement on Form N-4 (File No. 33-75992), as filed on December 31, 1997.

31.

Incorporated by reference to Post-Effective Amendment No. 22 to Registration Statement on Form N-4 (File No. 333-01107), as filed on August 14, 2000.

32.

Incorporated by reference to Post-Effective Amendment No. 27 to Registration Statement on Form N-4 (File No. 33-34370), as filed on April 16, 1997.

33.

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.

34.

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.

35.

Incorporated by reference to Post-Effective Amendment No. 3 to Registration Statement on Form N-4 of Golden American Life Insurance Company (File No. 333-70600), as filed on June 5, 2003.

Item 25. Directors and Officers of the Depositor*

Name and Principal
Business Address

Positions and Offices with
Depositor

Keith Gubbay1

Director and President

Phillip Randall Lowery1

Director

Thomas Joseph McInerney1

Director

Mark Alan Tullis1

Director

David A. Wheat1

Director, Senior Vice President and Chief Financial Officer

Allan Baker2

Senior Vice President

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

Senior Vice President

Willard I. Hill, Jr.2

Senior Vice President

Shaun Patrick Mathews2

Senior Vice President

Stephen Joseph Preston3

Senior Vice President

Jacques de Vaucleroy1

Senior Vice President

Boyd George Combs1

Senior Vice President, Tax

James G. Auger2

Vice President

Marie Merrill Augsberger2

Vice President

Pamela M. Barcia2

Vice President

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

Vice President

Linda Beblo3

Vice President

Jeoffrey A. Block4

Vice President

Kevin P. Brown2

Vice President

Anthony Camp2

Vice President

Kevin L. Christensen4

Vice President

Elizabeth Clifford3

Vice President

Brian D. Comer2

Vice President

Patricia Marie Corbett4

Vice President

Karen Czizik5

Vice President

Robert B. DiMartino2

Vice President

Shari Ann Enger3

Vice President

Brian K. Haendiges2

Vice President

Steven J. Haun4

Vice President

Ronald Christian Hull2

Vice President

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

Vice President

David Kelsey2

Vice President

Mary Ann Langevin2

Vice President

Roger E. Lavallee2

Vice President

Frederick C. Litow1

Vice President

Christine Cannon Marcks2

Vice President

Gregory G. McGreevey1

Vice President

Gregory J. Miller2

Vice President

Todd E. Nevenhoven4

Vice President

Ethel Pippin2

Vice President

M. Kathleen Reid2

Vice President

Robert A. Richard2

Vice President

Carl P. Steinhilber2

Vice President

Laurie M. Tillinghast2

Vice President

Christopher Robert Welp4

Vice President

Mary Broesch3

Vice President and Actuary

Bruce T. Campbell2

Vice President and Actuary

Dianne Clous2

Vice President and Actuary

Michael Harris3

Vice President and Actuary

Richard Lau3

Vice President and Actuary

Laurie A. Schlenkermann2

Vice President and Actuary

Mark D. Sperry2

Vice President and Actuary

Alice Su3

Vice President and Actuary

Lawrence D. Taylor
1290 Broadway
Denver, Colorado 80203-5699

Vice President and Actuary

Albert Sekac2

Vice President and Appointed Actuary

John R. Dobo5

Vice President and Chief Actuary

Brian John Murphy2

Vice President and Chief Compliance Officer

David Scott Pendergrass1

Vice President and Treasurer

Robin Angel1

Vice President, Investments

Daniel J. Foley1

Vice President, Investments

Maurice Melvin Moore1

Vice President, Investments

Fred Cooper Smith1

Vice President, Investments

Joseph J. Elmy2

Vice President, Tax

Paula Cludray-Engelke6

Secretary

Jane A. Boyle2

Assistant Secretary

Linda H. Freitag1

Assistant Secretary

Daniel F. Hinkel1

Assistant Secretary

William Hope1

Assistant Secretary

Joseph D. Horan1

Assistant Secretary

David Lee Jacobson3

Assistant Secretary

Terri Wecker Maxwell1

Assistant Secretary

Donna M. O'Brien2

Assistant Secretary

Loralee Ann Renelt6

Assistant Secretary

Carol Semplice2

Assistant Secretary

Linda Ellen Senker3

Assistant Secretary

Patricia M. Smith2

Assistant Secretary

Edwina Steffer6

Assistant Secretary

John F. Todd2

Assistant Secretary

Glenn Allan Black1

Tax Officer

Terry L. Owens1

Tax Officer

James Taylor1

Tax Officer

William Zolkowski1

Tax Officer

*

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

1

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

2

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

3

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

4

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

5

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

6

The principal business address of these officers 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 26 in Post-Effective Amendment No. 28 to Registration Statement on Form N-4 (File No. 33-75988), as filed on April 10, 2003 for Variable Annuity Account C of ING Life Insurance and Annuity Company.

Item 27. Number of Contract Owners


As of October 31, 2003, there were 593,640 individuals holding interests in variable annuity contracts funded through Variable Annuity Account C.

Item 28. Indemnification


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

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

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 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).

(b)

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

Name and Principal
Business Address

Positions and Offices with
Principal Underwriter

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

Director and President

Robert L. Francis1

Director and Senior Vice President

Shaun Patrick Mathews2

Director and Senior Vice President

Allan Baker2

Senior Vice President

Boyd George Combs3

Senior Vice President, Tax

Susan J. Stamm2

Chief Financial Officer

Maryellen R. Allen2

Vice President

Douglas J. Ambrose1

Vice President

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

Vice President

Robert H. Barley2

Vice President

David A. Brounley2

Vice President

Kathleen Carey-Reid2

Vice President

Brian D. Comer2

Vice President

Keith J. Green3

Vice President

Brian K. Haendiges2

Vice President

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

Vice President

William S. Jasien4

Vice President

David Kelsey2

Vice President

Mary Ann Langevin2

Vice President

Christina Lareau2

Vice President

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

Vice President

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

Vice President

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

Vice President

Frederick C. Litow3

Vice President

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

Vice President

Christine Cannon Marcks2

Vice President

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

Vice President

Pamela L. Mulvey2

Vice President

Scott T. Neeb1

Vice President

Ethel Pippin2

Vice President

Deborah Rubin4

Vice President

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

Vice President

Terran Titus2

Vice President

Bess B. Twyman2

Vice President

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

Vice President

Judeen T. Wrinn2

Vice President

Therese M. Squillacote2

Vice President and Chief Compliance Officer

David Scott Pendergrass1

Vice President and Treasurer

Joseph Elmy2

Vice President, Tax

Paula Cludray-Engelke5

Secretary

Loralee Ann Renelt5

Assistant Secretary

John F. Todd2

Assistant Secretary

Robert J. Scalise2

Assistant Treasurer

Glenn Allan Black3

Tax Officer

G. Michael Fell3

Tax Officer

Terry L. Owens3

Tax Officer

James Taylor3

Tax Officer

1

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

2

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

3

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

4

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

5

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

(c)

Compensation to Principal Underwriter during last fiscal year:

(1)

(2)

(3)

(4)

(5)

         

Name of
Principal Underwriter

Net Underwriting Discounts and Commissions

Compensation on Redemption or Annuitization


Brokerage Commissions



Compensation*

         

ING Financial Advisers, LLC

     

$856,407.81


*


Reflects compensation paid to ING Financial Advisers, LLC attributable to regulatory and operating expenses associated with the distribution of all products issued by Variable Annuity Account C of ING Life Insurance and Annuity Company during 2002.

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:

ING Life Insurance and Annuity Company
151 Farmington Avenue
Hartford, Connecticut 06156


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.

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. 33-75988) and has 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 8th day of December, 2003.

 

VARIABLE ANNUITY ACCOUNT C OF ING LIFE INSURANCE AND ANNUITY COMPANY
(Registrant)

By:

ING LIFE INSURANCE AND ANNUITY COMPANY
(Depositor)

By:

Keith Gubbay*

Keith Gubbay
President



As required by the Securities Act of 1933, this Post-Effective Amendment No. 29 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature

Title

 

Date

       

Keith Gubbay*

Director and President

)

 

Keith Gubbay

(principal executive officer)

)

 
   

)

 

Thomas J. McInerney*

Director

)

December

Thomas J. McInerney

 

)

8, 2003

   

)

 

Mark A. Tullis*

Director

)

 

Mark A. Tullis

 

)

 
   

)

 

David Wheat*

Director and Chief Financial Officer

)

 

David Wheat

 

)

 
   

)

 

 

By:

/s/ Michael A. Pignatella

Michael A. Pignatella
*Attorney-in-Fact

VARIABLE ANNUITY ACCOUNT C
Exhibit Index

Exhibit No.

Exhibit

 
     

99-B.9

Opinion and Consent of Counsel

 

     

99-B.10

Consents of Independent Auditors