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Form 485BPOS VARIABLE ANNUITY ACCT C

August 15, 2022 6:12 AM EDT

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As filed with the Securities and Exchange Commission on August 12, 2022

 

Registration No. 033-81216

Registration No. 811-02513

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM N-4

 

  REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  Pre-Effective Amendment No. _____
  Post-Effective Amendment No. 69
   
  REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

 

Variable Annuity Account C

(Exact Name of Registrant)

 

Voya Retirement Insurance and Annuity Company

(Name of Depositor)

 

One Orange Way
Windsor, Connecticut 06095-4774

(Address of Depositor’s Principal Executive Offices) (Zip Code)

 

(860) 580-1631

(Depositor’s Telephone Number, including Area Code)

 

Peter M. Scavongelli

Assistant Vice President and Senior Counsel

Voya Retirement Insurance and Annuity Company

One Orange Way, C2S, Windsor, Connecticut 06095-4774

(Name and Address of Agent for Service)

 

It is proposed that this filing will become effective:

 

immediately upon filing pursuant to paragraph (b) of Rule 485
on _______ pursuant to paragraph (b) of Rule 485
60 days after filing pursuant to paragraph (a)(1)
on _______ pursuant to paragraph (a)(1) of Rule 485.

 

If appropriate, check the following box:

 

this post-effective amendment designates a new effective date for a previously filed post-effective amendment.

 

 
 

 

PARTS A AND B

 

The Prospectus and the Statement of Additional Information each dated May 1, 2022 are incorporated into Parts A and B, respectively, of this Post-Effective Amendment No. 69 by reference to Registrant’s filing under Rule 485(b) as filed on April 26, 2022.

 

A supplement dated August 12, 2022 to the Prospectus and Statement of Additional Information is included in Parts A and B of this Post-Effective Amendment No. 69.

 

Voya Retirement Insurance and Annuity Company

and its

Variable Annuity Account C

 

STATE UNIVERSITY OF NEW YORK

DEFINED CONTRIBUTION RETIREMENT PLANS

 

Supplement Dated August 12, 2022 to the Contract Prospectus and
Initial Summary Prospectus, each dated May 1, 2022

 

This supplement updates and amends certain information contained in your variable annuity contract prospectus and initial summary prospectus. Please read it carefully and keep it with your contract prospectus and updating summary prospectus for future reference. Capitalized terms not defined in this supplement shall have the meaning given to them in your contract prospectus and initial summary prospectus, as applicable.

__________________________________________________________________________

 

NOTICE OF AND IMPORTANT INFORMATION ABOUT CHANGES
TO YOUR CONTRACT PROSPECTUS

 

Effective on or about September 20, 2022, the mortality and expense fees associated with the SUNY ORP Legacy (Pre 11/15/2021), the SUNY ORP (Post 11/15/2021) and the SUNY Voluntary Plan Legacy Contract Plans will be reduced to 0.12%. Also, Voya will remove loan fees on new loans issued effective on or about August 8, 2022.

 

NOTICE OF AND IMPORTANT INFORMATION ABOUT UPDATES
TO YOUR CONTRACT PROSPECTUS AND INITIAL SUMMARY PROSPECTUS

 

Effective on or about September 20, 2022, footnote 8 on page 11 in the contract prospectus will be deleted in its entirety and replaced with the following:

 

8The mortality and expense risk charge (the current fee is 0.12% for the SUNY Voluntary Plan Legacy Contract, the SUNY ORP (Post 11/15/2021) Contract and the SUNY ORP Legacy (Pre 11/15/2021) Contract), included in the base contract expenses, compensates us for the mortality and expense risks we assume under the Contract, including those risks associated with our funding of the death benefit, including any guaranteed death benefits that may be available in a Contract. The base contract expenses may also reflect an administrative expense charge equal to 0.25% (we currently do not charge your contract this expense) invested in the Subaccounts. There is also a current separate account expense charge of 0.25% (for the SUNY ORP Legacy (Pre 11/15/2021) Contract on the Voya Government Money Market Portfolio subaccount and 0.20% for the SUNY ORP (Post 11/15/2021) Contract on the Voya Government Money Market Portfolio subaccount) included in the base contract expenses. See “CHARGES AND FEES - Periodic Fees and Charges - Mortality and Expense Risk Charge.”

 

Effective on or about September 20, 2022, footnote 7 on page 17 in the Initial Summary Prospectus will be deleted in its entirety and replaced with the following:

 

7The mortality and expense risk charge (the current fee is 0.12% for the SUNY ORP (Post 11/15/2021) Contract), included in the base contract expenses, compensates us for the mortality and expense risks we assume under the Contract, including those risks associated with our funding of the death benefit, including any guaranteed death benefits that may be available in a Contract. The base contract expenses may also reflect an administrative expense charge equal to 0.25% annually of your Account Value (we currently do not charge your contract this expense) invested in the Subaccounts. See “CHARGES AND FEES” in the full prospectus for the Contract.

 

 

X.81216-22 Page 1 of 2 August 2022
 

 

MORE INFORMATION IS AVAILABLE

 

More information about the funds available through your contract, including information about the risks associated with investing in them can be found in the current prospectus and Statement of Additional Information for each fund. You may obtain these documents by contacting Customer Service.

 

If you received a summary prospectus for any of the funds available through your contract, you may obtain a full prospectus and other fund information free of charge by either accessing the internet address, calling the telephone number or sending an email request to the email address shown on the front of the fund’s summary prospectus.

  

 

Insurance products, annuities and retirement plan funding issued by (third party administrative services may also be provided by) Voya Retirement Insurance and Annuity Company, One Orange Way, Windsor, CT 06095. Securities are distributed by Voya Financial Partners, LLC (member SIPC). Securities may also be distributed through other broker-dealers with which Voya Financial Partners, LLC has selling agreements.

 

 

X.81216-22 Page 2 of 2 August 2022
 

 

FINANCIAL STATEMENTS

 

Incorporated by reference in the SAI are the financial statements of Variable Annuity Account C and Voya Retirement Insurance and Annuity Company, as follows:

 

Financial Statements of Variable Annuity Account C:
Report of Independent Registered Public Accounting Firm
Statements of Assets and Liabilities as of December 31, 2021
Statements of Operations for the year ended December 31, 2021
Statements of Changes in Net Assets for the years ended December 31, 2021 and 2020
Notes to Financial Statements
Consolidated Financial Statements of Voya Retirement Insurance and Annuity Company:
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2021 and 2020
Consolidated Statements of Operations for the years ended December 31, 2021, 2020 and 2019
Consolidated Statements of Comprehensive Income for the years ended December 31, 2021, 2020 and 2019
Consolidated Statements of Changes in Shareholder’s Equity for the years ended December 31, 2021, 2020 and 2019
Consolidated Statements of Cash Flows for the years ended December 31, 2021, 2020 and 2019
Notes to Consolidated Financial Statements
 

PART C

OTHER INFORMATION

 

Item 27. Exhibits

 

(a)   Resolution establishing Variable Annuity Account C · Incorporated by reference to Post-Effective Amendment No. 6 to Registration Statement on Form N-4 (File No. 033-75986), as filed on April 22, 1996.
(b)   Not applicable
(c) (1) Standard Form of Broker-Dealer Agreement · 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.
  (2) Underwriting Agreement dated November 20, 2006 between ING Life Insurance and Annuity Company and ING Financial Advisers, LLC · Incorporated by reference to Post-Effective Amendment No. 34 to Registration Statement on Form N-4 (File No. 033-75996), as filed on December 20, 2006.
(d) (1) Variable Annuity Contract (G-TDA-HH(XC/M)) · Incorporated by reference to Post-Effective Amendment No. 6 to Registration Statement on Form N-4 (File No. 033-75962), as filed on April 17, 1996.
  (2) Variable Annuity Contract (G-TDA-HH(XC/S)) · Incorporated by reference to Post-Effective Amendment No. 6 to Registration Statement on Form N-4 (File No. 033-75962), as filed on April 17, 1996.
  (3) Variable Annuity Contract (G-401-IB(X/M)) · Incorporated by reference to Post-Effective Amendment No. 3 to Registration Statement on Form N-4 (File No. 033-81216), as filed on April 17, 1996.
  (4) Variable Annuity Contract (G-CDA-IB(XC/SM)) · Incorporated by reference to Post-Effective Amendment No. 3 to Registration Statement on Form N-4 (File No. 033-81216), as filed on April 17, 1996.
  (5) Variable Annuity Certification (GTCC-HH(XC/M)) · Incorporated by reference to Post-Effective Amendment No. 14 to Registration Statement on Form N-4 (File No. 033-75962), as filed on April 17, 1998.
  (6) Variable Annuity Certificate (GTCC-HH(XC/S)) · Incorporated by reference to Post-Effective Amendment No. 14 to Registration Statement on Form N-4 (File No. 033-75962), as filed on April 17, 1998.
  (7) Variable Annuity Contract Certificate (GC401-IB(X/M) to Contract G-401-IB(X/M) · Incorporated by reference to Post-Effective Amendment No. 24 to Registration Statement on Form N-4 (File No. 033-81216), as filed on April 11, 2003.
  (8) Variable Annuity Contract Certificate (GC403-IB(XC/SM) to Contract G-CDA-IB(XC/SM) · Incorporated by reference to Post-Effective Amendment No. 24 to Registration Statement on Form N-4 (File No. 033-81216), as filed on April 11, 2003.
  (9) Group Fixed and Variable Contract Certificate GC401-IB(X-M)-15 refiled for Voya name change and approved on 9/15/17 · Incorporated by reference to Post-Effective Amendment No. 62 to Registration Statement on Form N-4 (File No. 033-81216), as filed on April 24, 2019.
  (10) Fixed and Variable Contract Certificate GC403-IB(XC-SM)-15 refiled for Voya name change and approved on 9/15/17 · Incorporated by reference to Post-Effective Amendment No. 62 to Registration Statement on Form N-4 (File No. 033-81216), as filed on April 24, 2019.
  (11) Endorsement (ENYSUTMF97) to Contract G-TDA-HH(XC/M) · Incorporated by reference to Post-Effective Amendment No. 11 to Registration Statement on Form N-4 (File No. 033-75962), as filed on April 14, 1997.
   

 

  (12) Endorsement (ENYSUTMF97(S)) to Contract G-TDA-HH(XC/S) · Incorporated by reference to Post-Effective Amendment No. 11 to Registration Statement on Form N-4 (File No. 033-75962), as filed on April 14, 1997.
  (13) Endorsement (ESUNYSDO97) to Contracts G-CDA-IB(XC/SM) and G-401-IB(X/M) and Contract Certificates GC401-IB(X/M) and GC403-IB(XC/SM) · Incorporated by reference to Post-Effective Amendment No. 7 to Registration Statement on Form N-4 (File No. 033-81216), as filed on February 12, 1997.
  (14) Endorsement (EGAA(5/98) NY) to Contracts G-TDA-HH(XC/M) and G-TDA-HH(XC/S) and Certificates GTCC-HH(XC/M) and GTCC-HH(XC/S) · Incorporated by reference to Post-Effective Amendment No. 14 to Registration Statement on Form N-4 (File No. 033-75962), as filed on April 17, 1998.
  (15) Endorsement (EG403-GIE-98)-XC to Contract G-TDA-HH(XC/M) and Certificate GTCC-HH(XC/M) · Incorporated by reference to Post-Effective Amendment No. 11 to Registration Statement on Form N-4 (File No. 333-01107), as filed on September 10, 1998.
  (16) Endorsement (EG403-GI-98) to Contract G-TDA-HH(XC/M) and Certificate GTCC-HH(XC/M) · Incorporated by reference to Post-Effective Amendment No. 15 to Registration Statement on Form N-4 (File No. 033-75962), as filed on September 15, 1998.
  (20) Endorsement (ENYS-XC/M-00) to Contract G-TDA-HH(XC/M) and Certificate G-TDA-HH(XC/M) · Incorporated by reference to Post-Effective Amendment No. 22 to Registration Statement on Form S-1 (File No. 033-75962), as filed on April 13, 2000.
  (18) Endorsement (ENYS-XC/S-00) to Contract G-TDA-HH(XC/S) and Certificate G-TDA-HH(XC/S) · Incorporated by reference to Post-Effective Amendment No. 22 to Registration Statement on Form S-1 (File No. 033-75962), as filed on April 13, 2000.
  (19) Endorsement (EGSF-IB(XC/M)) to Contract G-TDA-HH(XC/M) and Certificate GTCC-HH(XC/M) · Incorporated by reference to Post-Effective Amendment No. 25 to Registration Statement on Form N-4 (File No. 033-75962), as filed on December 6, 2000.
  (20) Endorsement (EGAA-ID(XC)) to Contract G-TDA-HH(XC/S) and Certificate GTCC-HH(XC/S) · Incorporated by reference to Post-Effective Amendment No. 25 to Registration Statement on Form N-4 (File No. 033-75962), as filed on December 6, 2000.
  (21) Endorsement EDSC-94(XC/M) to Contract G-TDA-HH(XC/M) and Certificate GTCC-HH(XC/M) · Incorporated by reference to Post-Effective Amendment No. 26 to Registration Statement on Form N-4 (File No. 033-75962), as filed on December 13, 2000.
  (22) Endorsement (ESU401-01) to Contract G-401-IB(X/M) and Certificate GC401-IB(X/M) · Incorporated by reference to Post-Effective Amendment No. 20 to Registration Statement on Form N-4 (File No. 033-81216), as filed on December 11, 2001.
  (23) Endorsement (ESU403-01) to Contract G-CDA-IB(XC/SM) and Certificate GC403-IB(XC/SM) · Incorporated by reference to Post-Effective Amendment No. 20 to Registration Statement on Form N-4 (File No. 033-81216), as filed on December 11, 2001.
  (24) Endorsement (ENYS-AR-01) to Contracts G-TDA-HH(XC/M) and G-TDA-HH(XC/S) and Certificates GTCC-HH(XC/M) and GTCC-HH(XC/S) · Incorporated by reference to Post-Effective Amendment No. 30 to Registration Statement on Form N-4 (File No. 033-75962), as filed on April 8, 2002.
  (25) Endorsement EEGTRRA-HEG(01) to Contracts G-TDA-HH(XC/M) and G-TDA-HH(XC/S) and Contract Certificates GTCC-HH(XC/M) and GTCC-HH(XC/S) · Incorporated by reference to Post-Effective Amendment No. 30 to Registration Statement on Form N-4 (File No. 033-75962), as filed on April 8, 2002.
  (26) Endorsement ESUNY-02 to Contracts G-401-IB(X/M) and G-CDA-IB(XC/SM) and Contract Certificates GC401-IB(X/M) and GC403-IB(XC/SM) · Incorporated by reference to Post-Effective Amendment No. 23 to Registration Statement on Form N-4 (File No. 033-81216), as filed on April 11, 2002.
   

 

  (27) Endorsement ESUNY-02-1 to Contracts G-401-IB(X/M) and G-CDA-IB(XC/SM) and Certificates GC401-IB(X/M) and GC403-IB(XC/SM) · Incorporated by reference to Post-Effective Amendment No. 26 to Registration Statement on Form N-4 (File No. 033-81216), as filed on December 8, 2003.
  (28) Endorsement E-LOANSBA(1/02) to Contracts G-TDA-HH(XC/M) and G-TDA-HH(XC/S) and Contract Certificates GTCC-HH(XC/M) and GTCC-HH(XC/S) · Incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement on Form N-4 (File No. 033-75962), as filed on December 17, 2004.
  (29) Contract Certificates GTCC-HH(XC/M) and GTCC-HH(XC/S) · Incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement on Form N-4 (File No. 033-75962), as filed on December 17, 2004.
  (30) Endorsement ESUNY-LOAN (9/04) to Contracts G-401-IB(X/M) and G-CDA-IB(XC/SM) and Certificates GC401-IB(X/M) and GC403-IB(XC/SM) · Incorporated by reference to Post-Effective Amendment No. 29 to Registration Statement on Form N-4 (File No. 033-81216), as filed on February 10, 2005.
  (31) Roth 403(b) Endorsement - E-ROTH403B-M-05 to Contract G-TDA-HH(XC/M) and Certificate GTCC-HH(XC/M) · Incorporated by reference to Post-Effective Amendment No. 43 to Registration Statement on Form N-4 (File No. 033-75962), as filed on April 11, 2006.
  (32) Roth 403(b) Endorsement - E-ROTH403B-S-05 to Contract G-TDA-HH(XC/S) and Certificate GTCC-HH(XC/S) · Incorporated by reference to Post-Effective Amendment No. 43 to Registration Statement on Form N-4 (File No. 033-75962), as filed on April 11, 2006.
  (33) Endorsement E-NYSUTDB-06 · Incorporated by reference to Post-Effective Amendment No. 46 to Registration Statement on Form N-4 (File No. 033-75962), as filed on September 27, 2006.
  (34) Endorsement E-LNDFLT (1/04) to Contracts G-TDA-HH(XC/M) and G-TDA-HH(XC/S) and Contract Certificates GTCC-HH(XC/M) and GTCC-HH(XC/S) · Incorporated by reference to Post-Effective Amendment No. 48 to Registration Statement on Form N-4 (File No. 033-75962), as filed on April 10, 2007.
  (35) Endorsement ENYSTINTM (9/04) to Contract G-TDA-HH(XC/M) and Contract Certificate GTCC-HH(XC/M) · Incorporated by reference to Post-Effective Amendment No. 48 to Registration Statement on Form N-4 (File No. 033-75962), as filed on April 10, 2007.
  (36) Endorsement ENYSTINTS (9/04) to Contract G-TDA-HH(XC/S) and Contract Certificate GTCC-HH(XC/S) · Incorporated by reference to Post-Effective Amendment No. 48 to Registration Statement on Form N-4 (File No. 033-75962), as filed on April 10, 2007.
  (37) Endorsement ENYSUTBEN 97 to Contracts G-TDA-HH(XC/M) and G-TDA-HH(XC/S) and Contract Certificate GTCC-HH(XC/S) · Incorporated by reference to Post-Effective Amendment No. 48 to Registration Statement on Form N-4 (File No. 033-75962), as filed on April 10, 2007.
  (38) Rider Schedule to Minimum Guaranteed Withdrawal Benefit (E-MGWB-07 SCH) to Contracts G-TDA-HH(XC/M) and G-TDA-HH(XC/S) and Contract Certificates GTCC-HH(XC/M) and GTCC-HH(XC/S) · 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.
  (39) Minimum Guaranteed Withdrawal Benefit Rider with Reset Option (MGWB)-(E-MGWB-07) to Contracts G-TDA-HH(XC/M) and G-TDA-HH(XC/S) and Contract Certificates GTCC-HH(XC/M) and GTCC-HH(XC/S) · Incorporated by reference to Post-Effective Amendment No. 51 to Registration Statement on Form N-4 (File No. 033-75962), as filed on July 27, 2007.
  (40) Endorsement ESUNY-HDSP-04 to Contract G-403-IB(X/M) and Certificate GC403-IB(XC/SM) · Incorporated by reference to Post-Effective Amendment No. 34 to Registration Statement on Form N-4 (File No. 033-81216), as filed on April 11, 2007.
  (41) Endorsement E-403bR-09 to Contract Certificate GC403-IB(XC/SM) and Contract G-CDA-IB(XC/SM) · Incorporated by reference to Post-Effective Amendment No. 41 to Registration Statement on Form N-4 (File No. 033-81216), as filed on April 13, 2009.
   

 

  (42) Endorsement E-403bTERM-08 to Contract Certificate GC403-IB(XC/SM) and Contract G-CDA-IB(XC/SM) · Incorporated by reference to Post-Effective Amendment No. 41 to Registration Statement on Form N-4 (File No. 033-81216), as filed on April 13, 2009.
  (43) Endorsement E-403bR-09 to Contracts G-TDA-HH(XC/M) and G-TDA-HH(XC/S) and Certificate GTCC-HH(XC/M) · Incorporated by reference to Post-Effective Amendment No. 54 to Registration Statement on Form N-4 (File No. 033-75962), as filed on April 9, 2009.
  (44) Endorsement E-403bTERM-08 to Contracts G-TDA-HH(XC/M) and G-TDA-HH(XC/S) and Certificate GTCC-HH(XC/M) · Incorporated by reference to Post-Effective Amendment No. 54 to Registration Statement on Form N-4 (File No. 033-75962), as filed on April 9, 2009.
  (45) Endorsement NYOPSC-09 Contracts G-TDA-HH(XC/M) and G-TDA-HH(XC/S) and Contract Certificates GTCC-HH(XC/M) and GTCC-HH(XC/S) · Incorporated by reference to Post-Effective Amendment No. 57 to Registration Statement on Form N-4 (File No. 033-75962), as filed on April 5, 2011.
  (46) Endorsement E-DOMA-10 to Contracts G-401-IB(X/M) and G-CDA-IB(XC/SM) and Certificates GC401-IB(X/M), GC403-IB(XC/SM), GFE-PCCA-IC(NY) and GFE-PPCA-IC(NY) · Incorporated by reference to Post-Effective Amendment No. 45 to Registration Statement on Form N-4 (File No. 033-81216), as filed on April 11, 2012.
  (47) Endorsement E-SUNYDE-12 to Contract G-401-IB(X/M) and Certificate GC401-IB(X/M) · Incorporated by reference to Post-Effective Amendment No. 48 to Registration Statement on Form N-4 (File No. 033-81216), as filed on April 11, 2013.
  (48) Endorsement E-USWD-13 to Contracts G-TDA-HH(XC/M) and G-TDA-HH(XC/S) and Contract Certificates GTCC-HH(XC/M) and GTCC-HH(XC/S) · Incorporated by reference to Post-Effective Amendment No. 62 to Registration Statement on Form N-4 (File No. 033-75962), as filed on April 8, 2014.
  (49) Endorsement E-OPDE-14 to Contract G-TDA-HH (XC/M) and Certificate GTCC-HH(XC/M) · Incorporated by reference to Post-Effective Amendment No. 64 to Registration Statement on Form N-4 (File No. 033-75962), as filed on April 10, 2015.
  (50) Endorsement EVNMCHG (09/14) name change endorsement · Incorporated by reference to Post-Effective Amendment No. 64 to Registration Statement on Form N-4 (File No. 033-75962), as filed on April 10, 2015.
  (51) Endorsement E-RO457-11 to Contracts GLID-CDA-HO, GID-CDA-HO, GSD-CDA-HO, G-CDA-HD(X), G-CDA-HD(X/NS), GAGOV-98(NY) and GF-PVA-IC(NY) · Incorporated by reference to Post-Effective Amendment No. 64 to Registration Statement on Form N-4 (File No. 033-75962), as filed on April 10, 2015.
  (52) Endorsement E-NYSUTDB-06 (refiling under VRIAC) to Contract G-TDA-HH(XC/M) and Certificate GTCC-HH(XC/M) · Incorporated by reference to Post-Effective Amendment No. 64 to Registration Statement on Form N-4 (File No. 033-75962), as filed on April 10, 2015.
  (53) Endorsement NYOPSC-09 (refiling under VRIAC) to Contract G-TDA-HH(XC/M) and Certificate GTCC-HH(XC/M) · Incorporated by reference to Post-Effective Amendment No. 64 to Registration Statement on Form N-4 (File No. 033-75962), as filed on April 10, 2015.
  (54) Endorsement E-403bR-09 (refiling under VRIAC) to Contract G-TDA-HH(XC/M) and Certificate GTCC-HH(XC/M) · Incorporated by reference to Post-Effective Amendment No. 64 to Registration Statement on Form N-4 (File No. 033-75962), as filed on April 10, 2015.
  (55) Endorsement E-403bTERM-08 (refiling under VRIAC) to Contracts G-TDA-HH(XC/M) and Certificate GTCC-HH(XC/M) · Incorporated by reference to Post-Effective Amendment No. 64 to Registration Statement on Form N-4 (File No. 033-75962), as filed on April 10, 2015.
  (56) Endorsement E-SUNYDE-12 (refiling under VRIAC) to Contract G-401-IB(X/M) and Certificate GC401-IB(X/M) · Incorporated by reference to Post-Effective Amendment No. 52 to Registration Statement on Form N-4 (File No. 033-81216), as filed on April 13, 2015.
  (57) Endorsement E-403bR-09 (refiling under VRIAC) to Contract G-CDA-IB(XC/SM) and Contract Certificate GC403-IB(XC/SM) · Incorporated by reference to Post-Effective Amendment No. 52 to Registration Statement on Form N-4 (File No. 033-81216), as filed on April 13, 2015.
   

 

 

  (58) Endorsement E-403bTERM-08 (refiling under VRIAC) to Contract G-CDA-IB(XC/SM) and Contract Certificate GC403-IB(XC/SM) · Incorporated by reference to Post-Effective Amendment No. 52 to Registration Statement on Form N-4 (File No. 033-81216), as filed on April 13, 2015.  
  (59) Endorsement EEGTRRA-HEG(01) (refiling under VRIAC) to Contract G-CDA-IB(XC/SM) and Contract Certificate GC403-IB(XC/SM) · Incorporated by reference to Post-Effective Amendment No. 52 to Registration Statement on Form N-4 (File No. 033-81216), as filed on April 13, 2015.  
  (60) Payment of Surrender Value Endorsement E-SUNYEASE-15 to Contracts G-401-IB(X/M) and G-CDA-IB(XC/SM) and Contract Certificates GC401-IB(X/M) and GC-403-IB(XC/SM) • Incorporated by reference to Post-Effective Amendment No. 55 to Registration Statement on Form N-4 (File No. 033-81216), as filed on April 19, 2016.  
  (61) Sum Payable at Death Endorsement E-SUNYDB-15 to Contracts G-401-IB(X/M) and G-CDA-IB(XC/SM) and Contract Certificates GC401-IB(X/M) and GC-403-IB(XC/SM) • Incorporated by reference to Post-Effective Amendment No. 55 to Registration Statement on Form N-4 (File No. 033-81216), as filed on April 19, 2016.  
  (62) Endorsement E-OPEASE-15 to Contracts G-TDA-HH(XC/S) and G-TDA-HH(XC/M) and Certificates GTCC-HH(XC/S) and GTCC-HH(XC/M) · Incorporated by reference to Post-Effective Amendment No. 67 to Registration Statement on Form N-4 (File No. 033-75962), as filed on April 15, 2016.  
  (63) Endorsement E-GMIRSUNY-17 to Contracts G-401-IB(X/M) and G-CDA-IB(XC/SM) · Incorporated by reference to Post-Effective Amendment No. 59 to Registration Statement on Form N-4 (File No. 033-81216), as filed on October 13, 2017.  
  (64) Endorsement E-GMIRSUNYOP-19 to Contract G-TDA-HH(XC/M) and Certificate (GTCC-HH(XC/M) · Incorporated by reference to Post-Effective Amendment No. 72 to Registration Statement on Form N-4 (File No. 033-75962), as filed on April 23, 2020.  
  (65) Endorsement E-DCSECURE-20(NY) to Contract G-TDA-HH(XC/M) and Certificate (GTCC-HH(XC/M) · Incorporated by reference to Post-Effective Amendment No. 65 to Registration Statement on Form N-4 (File No. 033-81216), as filed on April 14, 2021.  
  (66) Endorsement E-LOANSBA-21 · Incorporated by reference to Post-Effective Amendment No. 67 to Registration Statement on Form N-4 (File No. 033-81216), as filed on March 1, 2022.
(e) (1) Variable Annuity Contract Application (300-GTD-NY(5/98)) · Incorporated by reference to Post-Effective Amendment No. 15 to Registration Statement on Form N-4 (File No. 033-75962), as filed on September 15, 1998.
  (2) Opportunity Plus Application 300-TDA-HH 09 (XC) 09/01/2014 · Incorporated by reference to Post-Effective Amendment No. 64 to Registration Statement on Form N-4 (File No. 033-75962), as filed on April 10, 2015.
(f) (1) Restated Certificate of Incorporation (amended and restated as of October 1, 2007) of ING Life Insurance and Annuity Company · Incorporated by reference to ING Life Insurance and Annuity Company annual report on Form 10-K (File No. 033-23376), as filed on March 31, 2008.
  (2) Amended and Restated By-Laws of ING Life Insurance and Annuity Company, effective October 1, 2007 · Incorporated by reference to ING Life Insurance and Annuity Company annual report on Form 10-K (File No. 033-23376), as filed on March 31, 2008.
(g)   Not applicable
(h) (1) (Retail) Selling and Services Agreement and Fund Participation Agreement made and entered into June 27, 2008 by and among ING Life Insurance and Annuity Company, ING Financial Advisers, LLC, American Beacon Advisors, Inc. and Foreside Fund Services, LLC · Incorporated by reference to Post-Effective Amendment No. 6 to Registration Statement on Form N-4 (File No. 333-167680), as filed on April 7, 2014.
   

 

  (2) (Retail) Assignment of Rule 22c-2 Agreement Letter dated June 24, 2008 agreed and consented to by 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 and Systematized Benefits Administrators Inc. · Incorporated by reference to Post-Effective Amendment No. 6 to Registration Statement on Form N-4 (File No. 333-167680), as filed on April 7, 2014.
  (3) Rule 22c-2 Agreement dated June 19, 2008 between American Beacon Advisors, 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 and Systematized Benefits Administrators Inc. · Incorporated by reference to Post-Effective Amendment No. 6 to Registration Statement on Form N-4 (File No. 333-167680), as filed on April 7, 2014.
  (4) (Retail) Fund Participation Agreement dated as of July 1, 2000 between Aetna Life Insurance and Annuity Company, American Century Services Corporation and American Century Investment Services, Inc. · Incorporated by reference to Post-Effective Amendment No. 23 to Registration Statement on Form N-4 (File No. 333-01107), as filed on December 13, 2000.
  (5) (Retail) Selling and Services Agreement dated as of July 1, 2000 by and among Aetna Investment Services, Inc., Aetna Life Insurance and annuity Company, American Century Services Corporation and American Century Investment Services, Inc. · Incorporated by reference to Post-Effective Amendment No. 56 to Registration Statement on Form N-4 (File No. 033-81216), as filed on February 15, 2017.
  (6) Rule 22c-2 Agreement dated April 4, 2007 and is effective as of October 16, 2007 between American Century Investment 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.
  (7) (Retail) Participation Agreement dated as of January 1, 2003 by and among ING Life Insurance and Annuity Company, ReliaStar Life Insurance Company, ReliaStar Life Insurance Company of New York, American Funds Distributors, Inc. and American Funds Service Company · Incorporated by reference to Post-Effective Amendment No. 42 to Registration Statement on Form N-4 (File No. 333-01107), as filed on December 16, 2005.
  (8) 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.
  (9) (Retail) Selling and Services Agreement and Fund Participation Agreement dated March 19, 2010 by and between ING Life Insurance and Annuity Company, ING Institutional Plan Services, LLC, ING Financial Advisers, LLC, Aston Asset Management, LLC, Aston Funds and PFPC Distributors, Inc. · Incorporated by reference to Initial Registration Statement on Form N-4 (File No. 333-167680), as filed on June 22, 2010.
  (10) Rule 22c-2 Agreement made and entered into as of March 19,2010 between Aston Fund, Aston Asset Management, LLC, PFPC Distributors, 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. 57 to Registration Statement on Form N-4 (File No. 333-01107), as filed on April 8, 2010.
   

 

 

  (11) 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 · 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.
  (12) Service Agreement dated December 1, 1997 between Calvert Asset Management Company, Inc. and Aetna Life Insurance and Annuity Company · 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.
  (13) Rule 22c-2 Agreement dated no later than April 16, 2007 and is effective as of October 16, 2007 between Calvert Distributors, 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.
  (14) (Retail) Selling and Services Agreement and Fund Participation Agreement dated March 17, 2009 by and between ING Life Insurance and Annuity Company, ING Institutional Plan Services, LLC, ING Financial Advisers, LLC, and Delaware Service Company, Inc. · Incorporated by reference to Post-Effective Amendment No. 46 to Registration Statement on Form N-4 (File No. 033-81216), as filed on August 15, 2012.
  (15) Rule 22c-2 Agreement made and entered into as of March 17, 2009 between Delaware Service Company, Inc. and ING Life Insurance and Annuity Company and ING National Trust · Incorporated by reference to Post-Effective Amendment No. 46 to Registration Statement on Form N-4 (File No. 033-81216), as filed on August 15, 2012.
  (16) 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.
  (17) 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.
  (18) 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.
  (19) 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.
  (20) 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.

 

   

 

 

  (21) Services Agreement and Fund Participation Agreement dated as of December 7, 2010 by and between ING Life Insurance and Annuity Company, ING Institutional Plan Services, LLC, ING Financial Advisers, LLC and JPMorgan Trust I, JPMorgan Trust II, J.P. Morgan Fleming Mutual Fund Group, Inc., J.P. Morgan Mutual Fund Group, J.P. Morgan Mutual Fund Investment Trust, Undiscovered Managers Funds, and JPMorgan Value Opportunities Fund Inc. and J.P. Morgan Investment Management Inc., Security Capital Research & Management Incorporated · Incorporated by reference to Post-Effective Amendment No. 46 to Registration Statement on Form N-4 (File No. 033-81216), as filed on August 15, 2012.
  (22) Rule 22c-2 Agreement dated April 16, 2007 and is effective as of October 16, 2007, among JPMorgan Distribution Services, Inc. and ING Life Insurance and Annuity Company · Incorporated by reference to Post-Effective Amendment No. 46 to Registration Statement on Form N-4 (File No. 033-81216), as filed on August 15, 2012.
  (23) (Retail) Fund Participation Agreement dated as of October 23, 2000 between Aetna Life Insurance and Annuity Company, The Lazard Funds, Inc. and Lazard Freres & Co. LLC · Incorporated by reference to Post-Effective Amendment No. 2 to Registration Statement on Form N-4 (File No. 333-134760), as filed on April 12, 2007.
  (24) (Retail) Selling and Services Agreement entered into as of July 1, 1998 by and among Aetna Investment Services, Inc., Aetna Life Insurance and Annuity Company and Lazard Freres & Co. LLC · Incorporated by reference to Post-Effective Amendment No. 68 to Registration Statement on Form N-4 (File No. 333-01107), as filed on April 4, 2017.
  (25) Rule 22c-2 Agreement dated no later than April 16, 2007 and is effective as of October 16, 2007 between Lazard (and its affiliates), 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 Administrator 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.
  (26) (Retail) Selling and Services Agreement dated as of April 30, 2001 by and among Aetna Investment Services, LLC, Aetna Life Insurance and Annuity Company (renamed ING Life Insurance and Annuity Company) and Loomis Sayles Distributors, L.P. · Incorporated by reference to Post-Effective Amendment No. 3 to Registration Statement on Form N-4 (File No. 333-130822), as filed on April 11, 2008.
  (27) Rule 22c-2 Agreement dated March 27, 2007 and is effective as of October 16, 2007 between IXIS Asset Management Distributors, L.P. (Loomis Sayles), 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. 3 to Registration Statement on Form N-4 (File No. 333-130822), as filed on April 11, 2008.
  (28) 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.
  (29) 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.
  (30) 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.

 

 

   

 

 

  (31) (Retail) Fund Participation Agreement dated August 15, 2000 between Oppenheimer and Aetna Life Insurance and Annuity Company · Incorporated by reference to Post-Effective Amendment No. 23 to Registration Statement on Form N-4 (File No. 333-01107), as filed on December 13, 2000.
  (32) Rule 22c-2 Agreement dated no later than April 16, 2007 and is effective as of October 16, 2007 between Oppenheimer Funds Services, 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.
  (33) Parnassus Selling and Services Agreement and Fund Participation Agreement dated 2008 by and between ING Life Insurance and Annuity Company, ING Financial Advisers, LLC, and Parnassus Funds Distributor · Incorporated by reference to Initial Registration Statement on Form N-4 (File No. 333-167680), as filed on June 22, 2010.
  (34) Rule 22c-2 Agreement made and entered as of this 1 day of September, 2008 between Parnassus Funds Distributors and 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 and Systematized Benefits Administrators Inc. · Incorporated by reference to Initial Registration Statement on Form N-4 (File No. 333-167680), as filed on June 22, 2010.
  (35) 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.
  (36) Services Agreement dated as of May 1, 2004 between PIMCO Variable Insurance Trust (the “Trust”) and ING Life Insurance and Annuity Company, and ReliaStar Life Insurance Company (Administrative) · 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, and by reference to Post-Effective Amendment No. 51 (File No. 333-01107), as filed on May 23, 2008.
  (37) Novation of and Amendment to Participation Agreement dated as of January 26, 2011 and effective as of February 14, 2011 by and among Allianz Global Investors Distributors LLC, PIMCO Investments LLC, PIMCO Variable Insurance Trust, 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. 15 to Registration Statement on Form N-4 (File No. 333-105479), as filed on April 25, 2012.
  (38) (Retail) Selling and Services Agreement and Fund Participation Agreement dated March 11, 2003 by and among ING Life Insurance and Annuity Company, ReliaStar Life Insurance Company, ReliaStar Life Insurance Company of New York, ING Financial Advisers, LLC and PIMCO Advisors Distributors LLC · Incorporated by reference to Post-Effective Amendment No. 55 to Registration Statement on Form N-4 (File No. 333-01107), as filed on April 15, 2009.
  (39) 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.
  (40) (Retail) Fund Participation Agreement dated as of September 21, 2000 among Aetna Life Insurance and Annuity Company, Pioneering Services Corporation and Pioneer Funds Distributor, Inc. · Incorporated by reference to Registration Statement on Form N-4 (File No. 333-105479), as filed on May 22, 2003.

 

   

 

 

  (41) (Retail) Selling and Service Agreement made and entered into as of April 5, 1999 by and among Aetna Investment Services, Inc., Aetna Life Insurance and Annuity Company and Pioneer Funds Distributor · Incorporated by reference to Post-Effective Amendment No. 60 to Registration Statement on Form N-4 (File No. 033-81216), as filed on April 18, 2018.
  (42) 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.
  (43) (Retail) Selling and Services Agreement and Fund Participation Agreement dated as of September 15, 2008 by and between ING Life Insurance and Annuity Company, ING Financial Advisers, LLC, Victory Capital Advisers, Inc., Victory Capital Management and The Victory Portfolios and amended on March 18, 2009 · Incorporated by reference to Post-Effective Amendment No. 13 to Registration Statement on Form N-4 (File No. 333-109860), as filed on December 18, 2009.
  (44) Restated Rule 22c-2 Agreement dated April 2, 2009 between Victory Capital Advisers, Inc., The Victory Institutional Funds, 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, and Systematized Benefits Administrators Inc. · Incorporated by reference to Post-Effective Amendment No. 13 to Registration Statement on Form N-4 (File No. 333-109860), as filed on December 18, 2009.
  (45) Fund Participation, Administrative and Shareholder Service Agreement made and entered into as of July 25, 2016 by and between Voya Retirement Insurance and Annuity Company, Voya Financial Partners, LLC and Voya Investments Distributor, LLC· Incorporated by reference to Post-Effective Amendment No. 56 to Registration Statement on Form N-4 (File No. 033-81216), as filed on February 15, 2017.
  (46) 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.
  (47) 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.
  (48) 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.
  (49) 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.
   

 

 

  (50) First Amendment to Rule 22c-2 Agreement dated March 21, 2011 by and between Columbia Management Investment Services Corp., 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. 333-167680), as filed on April 3, 2012.
(i)   Not applicable
(j) (1) Intercompany Agreement dated December 22, 2010 (effective January 1, 2010) between ING Investment Management LLC and ING Life Insurance and Annuity Company · Incorporated by reference to Post-Effective Amendment No. 1 to Registration Statement on Form N-4 (File No. 333-167680), as filed on February 11, 2011.
  (2) Amendment No. 1 made and entered into as of December 1, 2013 to the Intercompany Agreement dated as of December 22, 2010 by and among ING Investment Management LLC and ING Life Insurance and Annuity Company · Incorporated by reference to Post-Effective Amendment No. 6 to Registration Statement on Form N-4 (File No. 333-167680), as filed on April 9, 2014.
  (3) Amendment No. 2, effective as of September 30, 2014, to the Intercompany Agreement dated as of December 22, 2010 by and between ING Investment Management LLC (now known as Voya Investment Management LLC) and ING Life Insurance and Annuity Company (now known as “Voya Retirement Insurance and Annuity Company”) · Incorporated by reference to Post-Effective Amendment No. 63 to Registration Statement on Form N-4 (File No. 033-75962), as filed on December 16, 2014.
  (4) Amendment No. 4, effective March 1, 2016, to the Intercompany Agreement dated as of December 22, 2010 (effective January 1, 2010) between ING Investment Management LLC (IIM) (now known as Voya Investment Management LLC or VIM) and ING Life Insurance and Annuity Company (ILIAC) (now known as Voya Retirement Insurance and Annuity Company or VRIAC) · Incorporated by reference to Post-Effective Amendment No. 12 to Registration Statement on Form N-4 (File No. 333-167182), as filed on June 24, 2016.
  (5) Amendment No. 5, effective as of May 1, 2020, to the Intercompany Agreement between Voya Investment Management LLC and Voya Retirement Insurance and Annuity Company on September 28, 2020 · Incorporated by reference herein to the Initial Registration Statement on Form N-4 (File No. 333-220690), as filed on September 28, 2020.
  (6) Amendment No. 6, effective as of July 1, 2020, to the Intercompany Agreement between Voya Investment Management LLC and Voya Retirement Insurance and Annuity Company on September 28, 2020 · Incorporated by reference herein to the Initial Registration Statement on Form N-4 (File No. 333-220690), as filed on September 28, 2020.
(k)   Opinion and Consent of Counsel
(l)   Consent of Independent Registered Public Accounting Firm
(m)   Not applicable
(n)   Not applicable
(o)   Initial Summary Prospectus · Incorporated by reference to Post-Effective Amendment No. 68 to Registration Statement on Form N-4 (File No. 033-81216), as filed on April 26, 2022.
99.16   Powers of Attorney

 

Item 28. Directors and Officers of the Depositor*

 

Name and Principal Business Address Positions and Offices with Depositor
Charles P. Nelson, One Orange Way, Windsor, CT 06095-4774 Director and President
Michael S. Smith, 230 Park Avenue, New York, NY 10169 Director, Chairman and Executive Vice President
Robert L. Grubka, 20 Washington Avenue South, Minneapolis, MN 55401 Director and Senior Vice President
   

 

Michael R. Katz, One Orange Way, Windsor, CT 06095-4774 Director, Senior Vice President and Chief Financial Officer
Heather H. Lavallee, One Orange Way, Windsor, CT 06095-4774 Director and Senior Vice President
Francis G. O’Neill, One Orange Way, Windsor, CT 06095-4774 Director, Senior Vice President and Chief Risk Officer
Mona M. Zielke, One Orange Way, Windsor, CT 06095-4774 Director and Vice President
Vincent Taylor , 5780 Powers Ferry Road, N.W., Atlanta, GA 30327-4390 Principal Accounting Officer and Vice President
William S. Harmon, One Orange Way, Windsor, CT 06095-4774 Senior Vice President
Stacy Hughes, 5780 Powers Ferry Road, N.W. Atlanta, GA 30327-4390 Senior Vice President and Chief Information Security Officer
Michelle Luk, 230 Park Avenue, New York, NY 10169 Senior Vice President and Treasurer
Rachel M. Reid, 5780 Powers Ferry Road, N.W., Atlanta, GA 30327-4390 Senior Vice President and Assistant Secretary
Matthew Toms, 5780 Powers Ferry Road, N.W., Atlanta, GA 30327-4390 Senior Vice President
Michele White, One Orange Way, Windsor, CT 06095-4774 Senior Vice President
Brian J. Baranowski, One Orange Way , Windsor, CT 06095-4774 Vice President, Compliance
Monalisa Chowdhury, 5780 Powers Ferry Road, N.W., Atlanta, GA 30327-4390 Vice President
Regina A. Gordon, One Orange Way , Windsor, CT 06095-4774 Vice President and Chief Compliance Officer
Carol B. Keen, One Orange Way, Windsor, CT 06095-4774 Vice President
Kyle A. Puffer, One Orange Way, Windsor, CT 06095-4774 Vice President and Appointed Actuary
John Thistle, Jr., One Orange Way, Windsor, CT 06095-4774 Vice President
Melissa A. O’Donnell, 20 Washington Avenue South, Minneapolis, MN 55401 Secretary

 

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

 

Item 29. Persons Controlled by or Under Common Control with the Depositor or Registrant

 

Voya Financial, Inc.
HOLDING COMPANY SYSTEM
 
0 7-25 -2022    
   
 

Voya Financial, Inc.

Non-Insurer (Delaware) 52-1222820

NAIC 4832

   
 
   
 

Pen-Cal Administrators, Inc.

Non-Insurer (California) 94-2695108

 
     
 

Voya Services Company

Non-Insurer (Delaware) 52-1317217

 
   
 

Voya Payroll Management, Inc.

Non-Insurer (Delaware) 52-2197204

 
     
 

Voya Holdings Inc.

Non-Insurer (Connecticut) 02-0488491

 
     
0 7/25 /22   Voya Benefits Company, LLC
Non-Insurer (Delaware) 83-0965809
 
       
Page 1    

Benefit Strategies, LLC

Non-Insurer (New Hampshire) 26-0003294

 
     
   

Voya Financial Advisors, Inc.

Non-Insurer (Minnesota) 41-0945505

 
     
   

VIM Holdings LLC (*a)

Non-Insurer (Delaware) 88-3236443

 
                         
   

 

   

Voya Investment Management LLC

Non-Insurer (Delaware) 58-2361003

   
         
     

Voya Investment Management Co. LLC

Non-Insurer (Delaware) 06-0888148

   
           
       

Voya Investment Trust Co.

Non-Insurer (Connecticut) 06-1440627

   
           
       

Voya Investment Management (UK) Limited

Non-Insurer (United Kingdom)

   
         
     

Voya Investment Management Alternative Assets LLC

Non Insurer (Delaware) 13-4038444

   
           
       

Voya Alternative Asset Management LLC

Non-Insurer (Delaware) 13-3863170

   
           
0 7/25 /22      

Voya Realty Group LLC

Non-Insurer (Delaware) 13-4003969

   
           
Page 2      

Voya Pomona Holdings LLC

Non-Insurer (Delaware) 13-4152011

   
             
         

Pomona G. P. Holdings LLC (* b )

Non-Insurer (Delaware) 13-4150600

   
             
         

Pomona Management LLC

Non-Insurer (Delaware) 13-4149700

   
         
     

Voya Capital, LLC

Non-Insurer (Delaware) 86-1020892

   
           
       

Voya Funds Services, LLC

Non-Insurer (Delaware) 86-1020893

   
           
       

Voya Investments Distributor, LLC

Non-Insurer (Delaware) 03-0485744

   
           
       

Voya Investments, LLC

Non-Insurer (Arizona) 03-0402099

   
         
     

RiverRoch LLC (* c )

Non-Insurer (Delaware) 84-3548142

   
         
     

Oconee Real Estate Holdings LLC (* d )

Non-Insurer (Delaware ) 85-1578755

   
       
   

Voya Retirement Insurance and Annuity Company

Insurer (Connecticut) 71-0294708 NAIC 86509

   
         
     

Voya Financial Partners, LLC

Non-Insurer (Delaware) 06-1375177

 
       
     

Voya Institutional Plan Services, LLC

Non-Insurer (Delaware) 04-3516284

 
       
     

Voya Retirement Advisors, LLC

Non-Insurer (New Jersey) 22-1862786

 
       
    Voya Institutional Trust Company
Non-Insurer (Connecticut) 46-5416028
 
       
                                           
    ReliaStar Life Insurance Company
Insurer (Minnesota) 41-0451140 NAIC 67105
 
       
     

ReliaStar Life Insurance Company of New York

Insurer (New York) 53-0242530 NAIC 61360

 
       
   

Voya Insurance Solutions, LLC

Non-Insurer (Connecticut) 06-1465377

 
           
    Voya Custom Investments LLC
Non-Insurer (Delaware) 02-0488491
   
       
   

Rancho Mountain Properties, Inc.

Non-Insurer (Delaware) 27-2987157

   
           
   

Voya Alternative Asset Management Ireland Limited

Non-Insurer (Ireland)

 
           
   

Voya Investment Management (UK) Limited

Non-Insurer (United Kingdom)

 
           
 

Security Life Assignment Corporation

Non-Insurer (Colorado) 84-1437826

   
       
0 7/25 /22

Voya Special Investments, Inc. (* e )

Non-Insurer (Delaware) 85-1775946

   
                       
   

 

     
Page 3

VFI SLK Global Services Private Limited (* f )

Non-Insurer (India)

 

 

* a Voya Holdings Inc. holds a 76% economic stake and a Non-Affiliate Member holds a 24% economic stake in VIM Holdings LLC’s class A shares and Voya Holdings Inc. also holds a 100% economic stake in VIM Holdings LLC’s class B shares.
* b Pomona G. P. Holdings LLC owned 50% by Voya Pomona Holdings LLC and 50% by Third Party Shareholder.
* c RiverRoch LLC owned 53.7% by Voya Retirement Insurance and Annuity Company, owned 10.8% by ReliaStar Life Insurance Company, owned 10.8% by Security Life of Denver Insurance Company and owned 24.7% by Non-Affiliate Member.
* d Oconee Real Estate Holdings LLC owned 30.4% by Voya Retirement Insurance and Annuity Company, owned 19% by ReliaStar Life Insurance Company, owned 8.6% by Security Life of Denver Insurance Company and owned 42% by Non-Affiliate Member.
* e Voya Special Investments, Inc. owned 0.2% by Voya Financial, Inc., 49.9% by Voya Retirement Insurance and Annuity Company and 49.9% by ReliaStar Life Insurance Company.
*f VFI SLK Global Services Private Limited owned 49% by Voya Financial, Inc. and owned 51% by SLK Software Services Private Limited.

 

Item 30. 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 33-77d. Under Section 33-775, the determination of and the authorization for indemnification are made (a) by two or more disinterested directors, as defined in Section 33-770(2); (b) by special legal counsel; (c) by the shareholders; or (d) in the case of indemnification of an officer, agent or employee of the corporation, by the general counsel of the corporation or such other officer(s) as the board of directors may specify. Also, Section 33-772 with Section 33-776 provide that a corporation shall indemnify an individual who was wholly successful on the merits or otherwise against reasonable expenses incurred by him in connection with a proceeding to which he was a party because he is or was a director, officer, employee, or agent of the corporation. Pursuant to Section 33-771(d), in the case of a proceeding by or in the right of the corporation or with respect to conduct for which the director, officer, agent or employee was adjudged liable on the basis that he received a financial benefit to which he was not entitled, indemnification is limited to reasonable expenses incurred in connection with the proceeding against the corporation to which the individual was named a party.

 

A corporation may procure indemnification insurance on behalf of an individual who is or was a director of the corporation. Consistent with the laws of the State of Connecticut, Voya Financial, Inc. maintains Professional Liability and Fidelity bond, Employment Practices liability and Network Security insurance policies. The policies cover Voya Financial, Inc. and any company in which Voya Financial, Inc. has a controlling financial interest of 50% or more. The policies cover the funds and assets of the principal underwriter/depositor under the care, custody and control of Voya Financial, Inc. and/or its subsidiaries. The policies provide for the following types of coverage: Errors and Omissions/Professional Liability, Employment Practices liability and Fidelity/Crime (a.k.a. “Financial Institutional Bond”) and Network Security (a.k.a. “Cyber/IT”).

   

 

Item 31. Principal Underwriter

 

(a)In addition to serving as the principal underwriter for the Registrant, Voya Financial Partners, LLC acts as the principal underwriter for Variable Life Account B of Voya Retirement Insurance and Annuity Company (VRIAC), Variable Annuity Account C of VRIAC, Variable Annuity Account I of VRIAC and Variable Annuity Account G of VRIAC (separate accounts of VRIAC registered as unit investment trusts under the 1940 Act). Voya Financial Partners, LLC is also the principal underwriter for (1) Separate Account N of ReliaStar Life Insurance Company (RLIC) (a separate account of RLIC registered as a unit investment trust under the 1940 Act); (2) ReliaStar Select Variable Account of ReliaStar Life Insurance Company (a separate account of RLIC registered as a unit investment trust under the 1940 Act); (3) MFS ReliaStar Variable Account (a separate account of RLIC registered as a unit investment trust under the 1940 Act); (4) Northstar Variable Account (a separate account of RLIC registered as a unit investment trust under the 1940 Act); (5) ReliaStar Life Insurance Company of New York Variable Annuity Funds D, E, F, G, H and I (a management investment company registered under the 1940 Act); (6) ReliaStar Life Insurance Company of New York Variable Annuity Funds M, P and Q (a management investment company registered under the1940 Act); and (7) ReliaStar Life Insurance Company of New York Variable Annuity Funds M and P (a management investment company registered under the1940 Act).

 

(b)The following are the directors and officers of the Principal Underwriter:

 

Name and Principal Business Address Positions and Offices with Underwriter
William P. Elmslie, One Orange Way, Windsor, CT 06095-4774 Director and Managing Director
Andre D. Robinson, One Orange Way, Windsor, CT 06095-4774 Director
Stacy Hughes, 5780 Powers Ferry Road, N.W. Atlanta, GA 30327-4390 Chief Information Security Officer
Regina A. Gordon, One Orange Way, Windsor, CT 06095-4774 Chief Compliance Officer
Kristin H. Hultgren, One Orange Way, Windsor, CT 06095-4774 Chief Financial Officer
Frederick H. Bohn, One Orange Way, Windsor, CT 06095-4774 Assistant Chief Financial Officer
Francis G. O’Neill, One Orange Way, Windsor, CT 06095-4774 Senior Vice President and C hief Risk Officer
Michelle Luk, 230 Park Avenue, New York, NY 10169 Senior Vice President and Treasurer
Melissa A. O’Donnell, 20 Washington Avenue South, Minneapolis, MN 55401 Secretary
M. Bishop Bastien, One Orange Way, Windsor, CT 06095-4774 Vice President
Lisa S. Gilarde, One Orange Way, Windsor, CT 06095-4774 Vice President
Gavin T. Gruenberg, One Orange Way, Windsor, CT 06095-4774 Vice President
Mark E. Jackowitz, 22 Century Hill Drive, Suite 101, Latham, NY 12110 Vice President
Andrew M. Kallenberg, 5780 Powers Ferry Road, N.W., Atlanta, GA 30327-4390 Vice President, Corporate Tax
Carol B. Keen, One Orange Way, Windsor, CT 06095-4774 Vice President
George D. Lessner, Jr., 15455 North Dallas Parkway, Suite 1250, Addison, TX 75001 Vice President
David J. Linney, 2925 Richmond Avenue, Suite 1200, Houston, TX 77098 Vice President
Laurie A. Lombardo, One Orange Way, Windsor, CT 06095-4774 Vice President
Benjamin Moy, One Orange Way, Windsor, CT 06095-4774 Vice President
Niccole A. Peck, 5780 Powers Ferry Road, N.W., Atlanta, GA 30327-4390 Vice President and Assistant Treasurer
Justina Richards, 5780 Powers Ferry Road, N.W., Atlanta, GA 30327-4390 Vice President and Assistant Treasurer
Frank W. Snodgrass, 9020 Overlook Blvd., Brentwood, TN 37027 Vice President
Brian Stevens, 7337 E. Doubletree Ranch Road, Scottsdale, AZ 84258 Vice President
Katrina Walker, 5780 Powers Ferry Road, N.W., Atlanta, GA 30327-4390 Vice President and Assistant Treasurer
   

 

Tina M. Schultz, 20 Washington Avenue South, Minneapolis, MN 55401 Assistant Secretary
Judson Bryant, 5780 Powers Ferry Road, N.W., Atlanta, GA 30327-4390 Tax Officer
Preston Porterfield, 5780 Powers Ferry Road, N.W., Atlanta, GA 30327-4390 Tax Officer

 

(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*

Voya Financial
Partners, LLC
      $72,250,740.95

 

*  Reflects compensation paid to Voya Financial Partners, LLC attributable to regulatory and operating expenses associated with the distribution of all registered variable annuity products issued by Variable Annuity Account C of Voya Retirement Insurance and Annuity Company during 2021.

 

Item 32. 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, on behalf of Registrant, is provided in our most recent report filed on Form N-CEN.

 

Item 33. Management Services

 

Not applicable

 

Item 34. Fee Representation

 

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

 

Except in relation to 403(b) plans subject to ERISA, the Company hereby represents that it is relying on and complies with the provisions of Paragraphs (1) through (4) of the SEC Staff’s No-Action Letter dated November 28, 1988, with respect to language concerning withdrawal restrictions applicable to plans established pursuant to Section 403(b) of the Internal Revenue Code of 1986, as amended. See American Council of Life Insurance; S.E.C. No-Action Letter, 1988 WL 1235221, November 28, 1988.

 

Voya Retirement 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 Voya Retirement Insurance and Annuity Company.

   

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this registration statement under Rule 485(b) under the Securities Act 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 12th day of August 2022.

 

 

VARIABLE ANNUITY ACCOUNT C OF

VOYA RETIREMENT INSURANCE AND ANNUITY COMPANY

(Registrant)

 

    Charles P. Nelson*
   

Charles P. Nelson

President

(principal executive officer)

 

  VOYA RETIREMENT INSURANCE AND ANNUITY COMPANY
(Depositor)
 
   

Charles P. Nelson*

   

Charles P. Nelson

President

(principal executive officer)

 

As required by the Securities Act of 1933, this Post-Effective Amendment No. 69 to the Registration Statement has been signed by the following persons in the capacities and on the date indicated.

 

Signature   Title Date
       

Charles P. Nelson*

  Director and President  
Charles P. Nelson   (principal executive officer)  
       

Robert L. Grubka*

  Director  
Robert L. Grubka      
       

Michael R. Katz*

  Director and Chief Financial Officer  
Michael R. Katz   (principal financial officer)  
       

Heather H. Lavallee*

  Director August 12, 2022
Heather H. Lavallee    
       

Francis G. O’Neill*

  Director  
Francis G. O’Neill      
       

 

  Director  

Mona M. Zielke

     
       

Michael S. Smith*

  Director  
Michael S. Smith      
       

 

  Principal Accounting Officer  
Vincent Taylor   (principal accounting officer)  
       

 

By:  /s/ Peter M. Scavongelli  
  Peter M. Scavongelli  
  *Attorney-in-Fact  

 

 

* Executed by Peter M. Scavongelli on behalf of those indicated pursuant to Powers of Attorney filed as an exhibit to this Registration Statement.
   

 

EXHIBIT INDEX

 

Exhibit No. Exhibit
   
27(k) Opinion and Consent of Counsel
   
27(l) Consent of Independent Registered Public Accounting Firm
   
99.16 Powers of Attorney
   

Exhibit 27(k): Opinion and Consent of Counsel

 

VOYA LETTERHEAD

 

LAW / PRODUCT FILING UNIT
ONE ORANGE WAY, C2N
WINDSOR, CT 06094-4774

 

PETER M. SCAVONGELLI

SENIOR COUNSEL

PHONE: (860) 580-1631 | EMAIL: [email protected]

  

August 12, 2022

 

BY EDGARLINK

 

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

 

Re:

Voya Retirement Insurance and Annuity Company

Variable Annuity Account C

Post-Effective Amendment No. 69 to Registration Statement on Form N-4

Prospectus Title: State University of New York Defined Contribution Retirement Plan

File Nos.: 033-81216 and 811-02513

 

Ladies and Gentlemen:

 

The undersigned serves as counsel to Voya Retirement Insurance and Annuity Company, a Connecticut life insurance company (the “Company”). It is my understanding that the Company, as depositor, has registered an indefinite amount of securities (the “Securities”) under the Securities Act of 1933 (the “Securities Act”) as provided in Rule 24f-2 under the Investment Company Act of 1940 (the “Investment Company Act”).

 

In connection with this opinion, I have reviewed the Post-Effective Amendment to the above-referenced Registration Statement on Form N-4. This filing describes the State University of New York Defined Contribution Retirement Plan or group deferred fixed and variable annuity contracts (the “Contracts”) offered by the Company. I have also examined, or supervised the examination of, originals or copies, certified or otherwise identified to my satisfaction, of such documents, trust records and other instruments I have deemed necessary or appropriate for the purpose of rendering this opinion. For purposes of such examination, I have assumed the genuineness of all signatures on original documents and the conformity to the original of all copies. On the basis of this examination, it is my opinion that:

 

1.The Company is a corporation duly organized and validly existing under the laws of the State of Connecticut.

 

2.Variable Annuity Account C (the “Account”) is a separate account of the Company duly created and validly existing pursuant to the laws of the State of Connecticut.

 

3.The Contracts and the interests in the Account to be issued under the Contracts have been duly authorized by the Company.

 

4.The assets of the Account will be owned by the Company. Under Connecticut law and the provisions of the Contracts, the income, gains and losses, whether or not realized from assets allocated to the Account, must be credited to or charged against such Account, without regard to other income, gains or losses of the Company.

   

PLAN | INVEST | PROTECT Voya Logo
 
 

U.S. Securities and Exchange commission

Page 2

 

5.The Contracts provide that assets of the Account may not be charged with liabilities arising out of any other business the Company conducts, except to the extent that assets of the Account exceed its liabilities arising under the Contracts.

 

6.The Contracts and the interests in the Account, when issued and delivered in accordance with the Prospectus constituting a part of the Registration Statement and in compliance with applicable local law, will be validly issued and binding obligations of the Company in accordance with their respective terms.

 

I consent to the filing of this opinion as an exhibit to the Registration Statement.

 

Sincerely,

 

/s/ Peter M. Scavongelli  
Peter M. Scavongelli  

  

PLAN | INVEST | PROTECT Voya Logo
 

Exhibit 27(l) – Consent of Ernst and Young LLP, Independent Registered Public Accounting Firm

 

We consent to the references to our firm under the captions “Financial Statements” in the Post-Effective Amendment No. 69 to the Registration Statement (Form N-4, No. 033-81216) of Variable Annuity Account C of Voya Retirement Insurance and Annuity Company (the “Registration Statement”).

 

We also consent to the use of our reports (1) dated March 11, 2022, with respect to the consolidated financial statements and supplemental schedules of Voya Retirement Insurance and Annuity Company and (2) dated April 21, 2022, with respect to the financial statements of each of the subaccounts within Variable Annuity Account C of Voya Retirement Insurance and Annuity Company, for the year ended December 31, 2021, incorporated by reference in this Registration Statement, filed with the Securities and Exchange Commission.

 

/s/ Ernst & Young LLP

 

San Antonio, TX

August 12, 2022

 

Exhibit 99.16: Powers of Attorney

 

POWER OF ATTORNEY

Pursuant to Item 601(b)(24) of Regulation SK and Rule 462(b) of the Securities Act of 1933

 

The undersigned, on behalf of the company set forth below, hereby constitutes and appoints the individuals set forth below and each of them individually as my true and lawful attorneys with full power to them and each of them to sign for me and in my name and in the capacity indicated below any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission under the Securities Act of 1933 and the Investment Company Act of 1940 and any documentation, including Form N-8F, necessary to deregister any such registrations or to deregister any of the entities (including any issuing separate accounts) associated with the issuance of any such registrations.

 

COMPANY:  Voya Retirement Insurance and Annuity Company

INDIVIDUALS WITH POWER OF ATTORNEY:  Peter M. Scavongelli and Ian Macleod

 

REGISTRATION STATEMENTS FILED UNDER THE SECURITIES ACT OF 1933:

 

033-61897

033-75988

033-76002

333-09515

333-109860

333-134760

333-207045

033-75962

033-75992

033-79122

333-72079

333-129091

333-153730

 

033-75974

033-75996

033-81216

333-105479

333-130822

333-167182

 

033-75980

033-75998

333-01107

333-109622

333-130826

333-167680

 

 

REGISTRATION STATEMENTS FILED UNDER THE INVESTMENT COMPANY ACT OF 1940:

 

811-02512

811-02513

811-05906

811-08582

 

I hereby ratify and confirm on this 16 day of March, 2022, my signature as it may be signed by my said attorneys to any such registration statements and any and all amendments thereto.

 

Signature

 

/s/ Charles P. Nelson                              

Charles P. Nelson, Director and President

 

 

Notary

 

State of Washington

County of Skagit

 

I certify that I know or have satisfactory evidence that Charles P. Nelson is the person who appeared before me, and said person acknowledged that he signed this instrument and acknowledged it to be his free and voluntary act for the uses and purposes mentioned in the instrument.

 

Dated:  March 16, 2022

 

(Seal or stamp)                                                                            Signature /s/ Robert S. Dillard              

Notary Public

State of Washington

Robert S Dillard

Commission No. 185589

Commission Expires 07-01-24

 

 
 

POWER OF ATTORNEY

Pursuant to Item 601(b)(24) of Regulation SK and Rule 462(b) of the Securities Act of 1933

 

The undersigned, on behalf of the company set forth below, hereby constitutes and appoints the individuals set forth below and each of them individually as my true and lawful attorneys with full power to them and each of them to sign for me and in my name and in the capacity indicated below any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission under the Securities Act of 1933 and the Investment Company Act of 1940 and any documentation, including Form N-8F, necessary to deregister any such registrations or to deregister any of the entities (including any issuing separate accounts) associated with the issuance of any such registrations.

 

COMPANY:  Voya Retirement Insurance and Annuity Company

INDIVIDUALS WITH POWER OF ATTORNEY:  Peter M. Scavongelli and Ian Macleod

 

REGISTRATION STATEMENTS FILED UNDER THE SECURITIES ACT OF 1933:

 

033-61897

033-75988

033-76002

333-09515

333-109860

333-134760

333-207045

033-75962

033-75992

033-79122

333-72079

333-129091

333-153730

 

033-75974

033-75996

033-81216

333-105479

333-130822

333-167182

 

033-75980

033-75998

333-01107

333-109622

333-130826

333-167680

 

 

REGISTRATION STATEMENTS FILED UNDER THE INVESTMENT COMPANY ACT OF 1940:

 

811-02512

811-02513

811-05906

811-08582

 

I hereby ratify and confirm on this 15 day of March, 2022, my signature as it may be signed by my said attorneys to any such registration statements and any and all amendments thereto.

 

Signature

 

/s/ Michael S. Smith                               

Michael S. Smith, Chairman and Director

 
 

POWER OF ATTORNEY

Pursuant to Item 601(b)(24) of Regulation SK and Rule 462(b) of the Securities Act of 1933

 

The undersigned, on behalf of the company set forth below, hereby constitutes and appoints the individuals set forth below and each of them individually as my true and lawful attorneys with full power to them and each of them to sign for me and in my name and in the capacity indicated below any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission under the Securities Act of 1933 and the Investment Company Act of 1940 and any documentation, including Form N-8F, necessary to deregister any such registrations or to deregister any of the entities (including any issuing separate accounts) associated with the issuance of any such registrations.

 

COMPANY:  Voya Retirement Insurance and Annuity Company

INDIVIDUALS WITH POWER OF ATTORNEY:  Peter M. Scavongelli and Ian Macleod

 

REGISTRATION STATEMENTS FILED UNDER THE SECURITIES ACT OF 1933:

 

033-61897

033-75988

033-76002

333-09515

333-109860

333-134760

333-207045

033-75962

033-75992

033-79122

333-72079

333-129091

333-153730

 

033-75974

033-75996

033-81216

333-105479

333-130822

333-167182

 

033-75980

033-75998

333-01107

333-109622

333-130826

333-167680

 

 

REGISTRATION STATEMENTS FILED UNDER THE INVESTMENT COMPANY ACT OF 1940:

 

811-02512

811-02513

811-05906

811-08582

 

I hereby ratify and confirm on this 20 day of March, 2022, my signature as it may be signed by my said attorneys to any such registration statements and any and all amendments thereto.

 

Signature

 

/s/ Robert L. Grubka              

Robert L. Grubka, Director    

 

 

STATE OF MINNESOTA

 

COUNTY OF HENNEPIN

 

The foregoing instrument was acknowledged before me this 20 day of March 2022, by Robert L. Grubka.

 

/s/ Melissa O’Donnell                          

Notary Public

 

MELISSA ODONNELL               

Notary Public, State of Minnesota

Commission Expires 01/31/2025

 
 

POWER OF ATTORNEY

Pursuant to Item 601(b)(24) of Regulation SK and Rule 462(b) of the Securities Act of 1933

 

The undersigned, on behalf of the company set forth below, hereby constitutes and appoints the individuals set forth below and each of them individually as my true and lawful attorneys with full power to them and each of them to sign for me and in my name and in the capacity indicated below any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission under the Securities Act of 1933 and the Investment Company Act of 1940 and any documentation, including Form N-8F, necessary to deregister any such registrations or to deregister any of the entities (including any issuing separate accounts) associated with the issuance of any such registrations.

 

COMPANY:  Voya Retirement Insurance and Annuity Company

INDIVIDUALS WITH POWER OF ATTORNEY:  Peter M. Scavongelli and Ian Macleod

 

REGISTRATION STATEMENTS FILED UNDER THE SECURITIES ACT OF 1933:

 

033-61897

033-75988

033-76002

333-09515

333-109860

333-134760

333-207045

033-75962

033-75992

033-79122

333-72079

333-129091

333-153730

 

033-75974

033-75996

033-81216

333-105479

333-130822

333-167182

 

033-75980

033-75998

333-01107

333-109622

333-130826

333-167680

 

 

REGISTRATION STATEMENTS FILED UNDER THE INVESTMENT COMPANY ACT OF 1940:

 

811-02512

811-02513

811-05906

811-08582

 

I hereby ratify and confirm on this 15 day of March, 2022, my signature as it may be signed by my said attorneys to any such registration statements and any and all amendments thereto.

 

Signature

 

/s/ Michael R. Katz                           

Michael R. Katz,                               

Director Senior Vice President,         

Chief Financial Officer and Treasurer

 
 

POWER OF ATTORNEY

Pursuant to Item 601(b)(24) of Regulation SK and Rule 462(b) of the Securities Act of 1933

 

The undersigned, on behalf of the company set forth below, hereby constitutes and appoints the individuals set forth below and each of them individually as my true and lawful attorneys with full power to them and each of them to sign for me and in my name and in the capacity indicated below any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission under the Securities Act of 1933 and the Investment Company Act of 1940 and any documentation, including Form N-8F, necessary to deregister any such registrations or to deregister any of the entities (including any issuing separate accounts) associated with the issuance of any such registrations.

 

COMPANY:  Voya Retirement Insurance and Annuity Company

INDIVIDUALS WITH POWER OF ATTORNEY:  Peter M. Scavongelli and Ian Macleod

 

REGISTRATION STATEMENTS FILED UNDER THE SECURITIES ACT OF 1933:

 

033-61897

033-75988

033-76002

333-09515

333-109860

333-134760

333-207045

033-75962

033-75992

033-79122

333-72079

333-129091

333-153730

 

033-75974

033-75996

033-81216

333-105479

333-130822

333-167182

 

033-75980

033-75998

333-01107

333-109622

333-130826

333-167680

 

 

REGISTRATION STATEMENTS FILED UNDER THE INVESTMENT COMPANY ACT OF 1940:

 

811-02512

811-02513

811-05906

811-08582

 

I hereby ratify and confirm on this 21 day of March, 2022, my signature as it may be signed by my said attorneys to any such registration statements and any and all amendments thereto.

 

Signature

 

/s/ Heather H. Lavallee         

Heather H. Lavallee, Director

 

 

Witness & Notary

 

Attested and subscribed in the presence of the principal and subsequent to the principal subscribing same:

 

First Witness signs:  /s/ Kyle Puffer                                       Second Witness Signs:  /s/ Michele Eleveld              

Printed name of witness:  Kyle Puffer                                    Printed name of witness:  Michele Eleveld                

 

State of Connecticut)

County of Hartford  )  ss:  at Windsor on 3/21/22.

 

Personally Appeared Heather H. Lavallee, Signer and Sealer of the foregoing instrument, and acknowledged the same to be his free act and deed, before me.

/s/ Christine Donohue                                 

Notary Public

C. DONOHUE                             

Notary Public, State of Connecticut

Commission Expires 12/31/22

 
 

POWER OF ATTORNEY

Pursuant to Item 601(b)(24) of Regulation SK and Rule 462(b) of the Securities Act of 1933

 

The undersigned, on behalf of the company set forth below, hereby constitutes and appoints the individuals set forth below and each of them individually as my true and lawful attorneys with full power to them and each of them to sign for me and in my name and in the capacity indicated below any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission under the Securities Act of 1933 and the Investment Company Act of 1940 and any documentation, including Form N-8F, necessary to deregister any such registrations or to deregister any of the entities (including any issuing separate accounts) associated with the issuance of any such registrations.

 

COMPANY:  Voya Retirement Insurance and Annuity Company

INDIVIDUALS WITH POWER OF ATTORNEY:  Peter M. Scavongelli and Ian Macleod

 

REGISTRATION STATEMENTS FILED UNDER THE SECURITIES ACT OF 1933:

 

033-61897

033-75988

033-76002

333-09515

333-109860

333-134760

333-207045

033-75962

033-75992

033-79122

333-72079

333-129091

333-153730

 

033-75974

033-75996

033-81216

333-105479

333-130822

333-167182

 

033-75980

033-75998

333-01107

333-109622

333-130826

333-167680

 

 

REGISTRATION STATEMENTS FILED UNDER THE INVESTMENT COMPANY ACT OF 1940:

 

811-02512

811-02513

811-05906

811-08582

 

I hereby ratify and confirm on this 15 day of March, 2022, my signature as it may be signed by my said attorneys to any such registration statements and any and all amendments thereto.

 

Signature

 

/s/ Francis G. O’Neill         

Francis G. O’Neill, Director

 

 

STATEMENT OF WITNESS

 

On the date written above, the principal declared to me in my presence that this instrument is his general durable power of attorney and that he had willingly signed or directed another to sign for him, and that he executed it as his free and voluntary act for the purposes therein expressed.

 

/s/ Kristen L. O’Neill    Signature of Witness #1
Kristen O’Neill    Printed or typed name of Witness #1
16 Essex St    Address of Witness #1
Norfolk, MA 02056    
     
/s/ James C. Lehan    Signature of Witness #2
James C. Lehan    Printed or typed name of Witness #2
15 Fredrickson Rd    Address of Witness #2
Norfolk, MA 02056    
 


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