Variable Annuity Acct C of Voya Retirement Insurance & Annuity Co.

04/30/2024 | Press release | Distributed by Public on 04/30/2024 14:52

Post-Effective Amendment to Registration Statement by Investment Company - Form 485BPOS


As filed with the Securities and Exchange
Registration No. 033-75988*
Commission on April 18 , 202 4
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
[X]
Pre-Effective Amendment No. _____
[ ]
Post-Effective Amendment No. 6 8
[X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
[X]
Amendment No. ________
[ ]

(Check appropriate box or boxes.)

VARIABLE ANNUITY ACCOUNT C OF
VOYA RETIREMENT INSURANCE AND ANNUITY COMPANY
(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)

Ian Macleod, Counsel
Security Life of Denver Insurance Company
As Administrator for Voya Retirement Insurance and Annuity Company
1475 Dunwoody Drive West Chester, PA 19380
(Name and Address of Agent for Service)

It is proposed that this filing will become effective (check appropriate box):


immediately upon filing pursuant to paragraph (b) of Rule 485
X
on May 1, 202 4 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 under the Securities Act.

If appropriate, check the following box:


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


*
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: 033-75972; 033-76024; and 033-89858.

PART A
INFORMATION REQUIRED IN A PROSPECTUS



VOYA PENSION IRA
INDIVIDUAL DEFERRED FIXED AND VARIABLE ANNUITY CONTRACT
issued by
Voya Retirement Insurance and Annuity Company
and its
Variable Annuity Account C


This prospectus describes individual deferred fixed and variable annuity contract (the "Contract") issued by Voya Retirement Insurance and Annuity Company ("VRIAC," the "Company," "we," "us" and "our") through its Variable Annuity Account C (the "Separate Account"). The Contract is issued to you, the Contract Holder, as either a traditional Individual Retirement Annuity ("IRA") under Section 408(b) of the Internal Revenue Code of 1986, as amended (the "Tax Code") or as a Roth IRA under Tax Code Section 408A. Additionally, the traditional IRA may be used as a funding option for a Simplified Employee Pension ("SEP") plan under Tax Code Section 408(k).Three classes of the Contract are described in this prospectus. The 1992 class of Contract (the "1992 Contract") was sold between 1992 and 1994. The 1994 class of Contract (the "1994 Contract") was sold between 1994 and 2004. The 2004 class of Contract (the "2004 Contract") was sold between April, 2004 and 2010. The Contract is no longer available for new sales. The existing Contract will continue to accept additional Purchase Payments subject to the terms of each Contract.

You should read this prospectus. It provides facts about the Contract and the investment options, and should be kept for future reference. The Funds available to you may vary based on employer and state approval and participants should refer to their plan documents for a list of available Funds.

Additional information about certain investment products, including variable annuities, has been prepared by the Securities and Exchange Commission's staff and is available at https://www.investor.gov .

Neither the U.S. Securities and Exchange Commission ("SEC") nor any state securities commission has approved or disapproved these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

We do not intend for this prospectus to be an offer to sell or a solicitation of an offer to buy these securities in any state that does not permit their sale. We have not authorized anyone to provide you with information that is different from that contained in this prospectus.

If a participant elects to deduct from the participant's account advisory fees due under an independent advisory services agreement between the participant and an investment adviser, then such deductions will reduce the death benefit payable under the participant's Contract and also may be subject to federal and state income taxes and a 10% federal penalty tax.

Contract Prospectus Dated May 1, 202 4



TABLE OF CONTENTS

GLOSSARY OF TERMS USED IN THIS PROSPECTUS
KEY INFORMATION
OVERVIEW OF THE CONTRACT
FEE TABLE
PRINCIPAL RISKS OF INVESTING IN THE CONTRACT
THE COMPANY
VARIABLE ANNUITY ACCOUNT C
THE INVESTMENT OPTIONS
CHARGES AND FEES
THE CONTRACT
THE INCOME PHASE
BENEFITS AVAILABLE UNDER THE CONTRACT
DEATH BENEFIT
CONTRACT PURCHASE AND PARTICIPATION
WITHDRAWALS
SYSTEMATIC DISTRIBUTION OPTIONS
FEDERAL TAX CONSIDERATIONS
OTHER TOPICS
APPENDIX A: FUNDS AVAILABLE UNDER THE CONTRACT
APPENDIX B: GUARANTEED ACCUMULATION ACCOUNT
APPENDIX C: GUARANTEED INTEREST ACCOUNT
APPENDIX D: FIXED ACCOUNT
HOW TO GET MORE INFORMATION


GLOSSARY OF TERMS USED IN THIS PROSPECTUS
The following are some of the important terms used throughout this prospectus that have special meaning. There are other capitalized terms that are explained or defined in other parts of this prospectus.

Account Value: The value of: (1) amounts allocated to the Fixed Interest Options, including interest earnings to date; less (2) any deductions from the Fixed Interest Options (e.g., withdrawals and fees); and plus (3) the current dollar value of amounts allocated to the Subaccounts of Variable Annuity Account C, which includes investment performance and fees deducted from the Subaccounts.

Accumulation Phase: The period of time between the date the Contract became effective and the date you begin receiving Income Phase payments under the Contract. During the Accumulation Phase, you accumulate retirement benefits.

Accumulation Unit: A unit of measurement used to calculate the Account Value during the Accumulation Phase.

Accumulation Unit Value: The value of an Accumulation Unit for a Subaccount of Variable Annuity Account C. Each Subaccount of Variable Annuity Account C has its own Accumulation Unit Value, which may increase or decrease daily based on the investment performance of the applicable underlying Fund in which it invests.

Annuitant. The Annuitant is the person(s) on whose life expectancy the Income Phase payments are calculated.

Beneficiary (or Beneficiaries): The person designated to receive the death benefit payable under the Contract.

Contract or Contracts: The individual deferred fixed and variable annuity Contract issued to you, the Contract Holder.

Contract Year: A 12-month period measured from (1) the date the initial Purchase Payment was applied to the Contract; or (2) the date the initial Purchase Payment was applied to the predecessor contract or arrangement.

Customer Service: The location from which we service the Contracts. The mailing address and telephone number of Customer Service is Defined Contributions Administration, P.O. Box 990063, Hartford, CT 06199-0063, 1-800-584-6001.

Fixed Interest Options: The Guaranteed Accumulation Account, the Guaranteed Interest Account and the Fixed Account are Fixed Interest Options that may be available during the Accumulation Phase under some Contracts. Amounts allocated to the Guaranteed Accumulation Account and the Guaranteed Interest Account are deposited in a nonunitized separate account established by the Company. Amounts allocated to the Fixed Interest Options are held in the Company's General Account which supports insurance and annuity obligations.

Fund(s): The underlying mutual Funds in which the Subaccounts invest.

General Account: The account that contains all of our assets other than those held in Variable Annuity Account C or one of our other separate accounts.

Good Order: Generally, a request is considered to be in "Good Order" when it is signed, dated and made with such clarity and completeness that we are not required to exercise any discretion in carrying it out. We can only act upon written requests that are received in Good Order.

Guaranteed Term(s): The Guaranteed Term is the period of time account dollars must be left in an account in order to earn a specified guaranteed interest rate.

Income Phase: The period during which you receive payments from your Contract.

Investor (also "you" or "Contract Holder"): The individual to whom we issued the Contract as either a traditional Individual Retirement Annuity under Tax Code Section 408(b) or as a Roth IRA under Tax Code Section 408A. We may also refer to the Contract Holder as the Contract Owner.


Net Asset Value: A Fund's current market value.

Purchase Payment: Collectively, the initial Purchase Payment and any additional Purchase Payment.

Subaccount: Division(s) of Variable Annuity Account C that are investment options under the Contract. Each Subaccount invests in a corresponding underlying mutual Fund.

Tax Code: The Internal Revenue Code of 1986, as amended.

VRIAC, the Company, we, us and our: Voya Retirement Insurance and Annuity Company, a stock company domiciled in Connecticut, that issues the Contract described in this prospectus.

Valuation Date: Each date on which the Accumulation Unit Value of the Subaccounts of Variable Annuity Account C and the Net Asset Value of the shares of the underlying Funds are determined. Currently, these values are determined after the close of business of the New York Stock Exchange ("NYSE") on any normal Business Day, Monday through Friday, when the NYSE is open for trading.

Variable Annuity Account C, the Separate Account: Voya Variable Annuity Account C, a segregated asset account established by us to fund the variable benefits provided by the Contract. The Variable Annuity Account C is registered as a unit investment trust under the Investment Company Act of 1940 (the "1940 Act") , as amended, and it also meets the definition of "separate account" under the federal securities laws.

Variable Investment Options: The Subaccounts of Variable Annuity Account C. Each one invests in a specific mutual Fund.


KEY INFORMATION

Important Information You Should Consider About the Contract

FEES AND EXPENSES
Charges for Early Withdrawals
If the Investor withdraws money from the Contract within seven (7) years following a specified date, the Investor can be assessed an early withdrawal charge equal to a maximum of 6% of the amount withdrawn. The specified date referenced in the preceding sentence can vary depending on the terms of the Contract, and will be the number of completed Contract Years since either: (1) the date the initial Purchase Payment was applied to the Contract; or (2) the date the initial Purchase Payment was applied to the predecessor contract or arrangement.
For example, if you make an early withdrawal from a 1992 Contract, you could pay a surrender charge of up to $6,000 on a $100,000 investment.
Please also note that withdrawals from the Guaranteed Accumulation Account are subject to a Market Value Adjustment, which can be either positive or negative (see Appendix B to this prospectus).
See "FEE TABLE - Transaction Expenses" and "CHARGES AND FEES -
See "CHARGES AND FEES - Transaction Fees - Fund Redemption Fees" in the full prospectus for the Contract.- Early Withdrawal Charge."
Transaction Charges
In addition to the early withdrawal charge, the Investor may also be charged for other transactions:
•For transferring or reallocating Account Value among the investment options;
•Certain Funds may impose redemption fees as a result of withdrawals, transfers or other Fund transactions you may initiate; and
•Charges for advisory services due to an independent advisory services agreement between you and an investment advisor may be deducted from the Contract value.
See "FEE TABLE - Transaction Expenses" and "CHARGES AND FEES - Transaction Fees."
Ongoing Fees and Expenses (annual charges)
The table below describes the fees and expenses that you may pay each year, depending on the options you choose. Please refer to your Contract specifications page for information about the specific fees you will pay each year based on the options you have elected. These ongoing fees and expenses do not reflect any advisory fees due under an independent advisory services agreement with a participant, and if such charges were reflected, these ongoing fees and expenses would be higher.
Annual Fee
Minimum
Maximum
Base Contract Expenses
(varies by Contract class)
%1, 2
% 1, 2
Investment options
(Portfolio Company fees and expenses)
0.34 %3
1.25 %3


FEES AND EXPENSES
(continued from previous page)
Ongoing Fees and Expenses (annual charges)
Because your Contract is customizable, the choices you make affect how much you will pay. To help you understand the cost of owning your Contract, the following table shows the lowest and highest cost you could pay each year based on current charges. This estimate assumes that you do not take withdrawals from the Contract, which could add surrender charges that substantially increase costs.
Lowest Annual Cost Estimate:
$ $2,600
Highest Annual Cost Estimate:
$ $4,932
Assumes:
•Investment of $100,000;
•5% annual appreciation;
•No optional benefits;
•Fees and expenses of least expensive Fund;
•No sales charges or advisory fees; and
•No additional Purchase Payments, transfers or withdrawals.
Assumes:
•Investment of $100,000;
•5% annual appreciation;
•Fees and expenses for the most expensive Fund;
•No sales charges or advisory fees; and
•No additional Purchase Payments, transfers or withdrawals.
See "FEE TABLE - Periodic Fees and Expenses" and "CHARGES AND FEES - Periodic Fees and Charges."
RISKS
Risk of Loss
An Investor can lose money by investing in the Contract.
See "PRINCIPAL RISKS OF INVESTING IN THE CONTRACT."
Not a Short-Term Investment
This Contract is not designed for short-term investing and is not appropriate for an Investor who needs ready access to cash. The Contract is typically most useful as part of a personal retirement plan. Early withdrawals may be restricted by the Tax Code or your plan and may expose you to early withdrawal charges or tax penalties. You should not participate in this Contract if you are looking for a short-term investment or expect to make withdrawals before you are age 59½.
See "PRINCIPAL RISKS OF INVESTING IN THE CONTRACT."
Risks Associated with Investment Options
An investment in the Contract is subject to the risk of poor investment performance and can vary depending on the performance of the investment options available under the Contract. Each investment option (including the Guaranteed Accumulation Account and the other Fixed Interest Options) will have its own unique risks, and you should review these investment options before making an investment decision. If all or a portion of your Account Value in the Guaranteed Accumulation Account is withdrawn, you could experience a loss as to the amount invested in that account.
See "THE INVESTMENT OPTIONS - The Variable Investment Options" and APPENDIX A, APPENDIX B, APPENDIX C and APPENDIX D.
Insurance Company Risks
An investment in the Contract is subject to the risks related to VRIAC, including that any obligations, including under the Fixed Interest Options, guarantees or benefits are subject to the financial strength and claims-paying ability of VRIAC. More information about VRIAC, including its financial strength and claims paying ability, is available upon request, by contacting Customer Service at 1-800-584-6001.
See "THE CONTRACT - The General Account."



1As a percentage of average Account Value.
2The Base Contract Expenses include (1) the mortality and expense risk charge (reduced to 1.15% for 1994 and 2004 Contracts if certain conditions are met and 1.50% for all other Contracts), which compensates us for the mortality and expense risks we assume under the Contract, including those risks associated with our promise to make lifetime Income Phase payments; and; (2) an administrative expense charge equal to 0.25% annually of your Account Value invested in the Subaccounts; and (3) a $25 annual maintenance fee converted to an annual percentage equal to %. The administrative expense charge and the annual maintenance fee may be reduced or eliminated in certain circumstances. The minimum amount reflects these reductions or eliminations, while the maximum amount does not. Additionally, the minimum amount reflects the reduced mortality and expense risk charge associated with the 1994 and 2004 Contracts and the maximum amount reflects the maximum mortality and expense risk charge of 1.25%. See "CHARGES AND FEES - Periodic Fees and Charges."
3These expenses, which include management fees, distribution (12b-1) and/or service fees and other expenses, do not take into account any fee waiver or expense reimbursement arrangements that may apply. These expenses are for the year ended December 31, 202 3 , and will vary from year to year.

RESTRICTIONS
Investments
•Some Subaccounts and Fixed Interest Options may not be available through certain Contracts, your plan or in some states. See your Contract or certificate for any state specific variations;
•Not all Fixed Interest Options may be available for current or future investment;
•There are certain restrictions on transfers from the Fixed Interest Options;
•The Company reserves the right to combine two or more Subaccounts, close Subaccounts or substitute a new Fund for a Fund in which a Subaccount currently invests; and
•The Contract is not designed to serve as a vehicle for frequent transfers. We actively monitor Fund transfer and reallocation activity to identify violations of our Excessive Trading Policy. Electronic trading privileges will be suspended if the Company determines, in its sole discretion, that our Excessive Trading Policy has been violated.
See "THE INVESTMENT OPTIONS - Selecting Investment Options and Right to Change the Separate Account" and "THE CONTRACT - Limits on Frequent or disruptive Transfers."
Optional Benefits
•We may discontinue or restrict the availability of an optional benefit;
•Benefits available to you may vary based on employer and state approval. Participants should refer to their plan documents for available benefits; and
•If a participant elects to pay advisory fees from the Variable Investment Options, such deductions will reduce the death benefit amount and also may be subject to federal and state income taxes and a 10% federal tax penalty.
See "THE CONTRACT - Contract Provisions and Limitations - The Asset Rebalancing Program," "DEATH BENEFIT - Death Benefit Options" and "SYSTEMATIC DISTRIBUTION OPTIONS - Availability of Systematic Distribution Options."
TAXES
Tax Implications
•You should consult with a tax and/or legal adviser to determine the tax implications of an investment in, and distributions received under, the Contract;
•There is no additional tax benefit to the Investor if the Contract is purchased through a tax-qualified plan or individual retirement account ("IRA"); and
•Withdrawals will be subject to ordinary income tax and may be subject to tax penalties.
See "FEDERAL TAX CONSIDERATIONS."
CONFLICTS OF INTEREST
Investment Professional Compensation
Although the Contracts are no longer offered for new sales, firms and their registered representatives that sold the Contract may receive commissions on additional Purchase Payments paid. This compensation is not paid directly by Contract Holders or the Separate Account. This compensation could influence your investment professional to recommend keeping the Contract.
See "OTHER TOPICS - Contract Distribution."
Exchanges
Some investment professionals may have a financial incentive to offer you a new contract in place of the one you own. You should exchange your Contract only if you determine, after comparing the features, fees and risks of both contracts, that it is preferable for you to purchase the new contract rather than continue to own the existing Contract.
See "PRINCIPAL RISKS OF INVESTING IN THE CONTRACT."


OVERVIEW OF THE CONTRACT
This summary provides a brief overview of the more significant aspects of the Contract. Further detail is provided in this prospectus, the related Statement of Additional Information ("SAI"), the Contract and the summary or full prospectuses for the Funds being considered. We urge you to read the entire prospectus as it describes all material features and benefits of the Contract and your rights and limitations thereunder. Certain features and benefits may vary depending on the state in which your Contract is issued.


Purpose

The Contract described in this prospectus is an individual deferred fixed and variable annuity contract. The Contract was issued to you as either a traditional Individual Retirement Annuity ("IRA") under Section 408(b) of the Internal Revenue Code of 1986, as amended (the "Tax Code") or as a Roth IRA under Tax Code Section 408A. Additionally, the traditional IRA may be used as a funding option for a Simplified Employee Pension ("SEP") plan under Tax Code Section 408(k). Three classes of the Contract are described in this prospectus. The 1992 class of Contract (the "1992 Contract") were sold between 1992 and 1994. The 1994 class of Contract (the "1994 Contract") were sold between 1994 and 2004. The 2004 class of Contract (the "2004 Contract") were sold between April, 2004 and 2010. The Contract is no longer available for new sales. The existing Contract will continue to accept additional Purchase Payments subject to the terms of each class of Contract.

The Contract was designed for Investors who intend to accumulate funds for retirement purposes, and thus is best suited for those with a long investment horizon. The Contract should not be viewed as a highly liquid investment. In that regard, early withdrawals may be restricted by the Tax Code or your plan and may expose you to early withdrawal charges or tax penalties. The value of deferred taxation on earnings grows with the amount of time your money is left in the Contract. For these reasons, you should not participate in this Contract if you are looking for a short-term investment.


Phases of Contract

The Contract has two phases: An Accumulation Phase and an Income Phase.

Accumulation Phase: During the Accumulation Phase, you direct us to invest your Purchase Payments or Account Value among the following investment options:
•
Variable Investment Options; and/or
•
Fixed Interest Options.

Income Phase: During the Income Phase, you start receiving annuity, or Income Phase, payments from your Contract. The Contract offers several Income Phase payment options. However, you will be unable to make withdrawals, and any death benefits and living benefits will terminate. In general, you may :
•
Receive Income Phase payments over a lifetime or for a specified period;
•
Receive Income Phase payments monthly, quarterly, semi-annually or annually;
•
Select an Income Phase option that provides a death benefit to Beneficiaries; or
•
Select fixed Income Phase payments or payments that vary based on the performance of the Variable Investment Options you select.

For more information about the Income Phase, see "INCOME PHASE" section of this prospectus.

The Variable Investment Options

The Variable Investment Options are Subaccounts within the Separate Account. Each Subaccount invests its assets directly in shares of a corresponding underlying Fund, and each Fund has its own distinct investment objectives, fees and expenses and investment advisers. Earnings on amounts invested in a Subaccount will vary depending upon the performance and fees of the corresponding underlying Fund. You do not invest directly in or hold shares of the Funds. Additional information about each underlying Fund is set forth in the section of this prospectus called "APPENDIX A: FUNDS AVAILABLE UNDER THE CONTRACT."

There is no guarantee that your Account Value will increase. Depending upon the investment experience of each Fund in which a Subaccount invests, your Account Value may increase or decrease daily. You bear the investment risk for the Funds in which the Subaccounts invest; you will benefit from favorable investment experience but also bear the risk of poor investment performance.


The Fixed Interest Options

The following Fixed Interest Options may be available through the Contract:
•
The Guaranteed Interest Account;
•
The Guaranteed Accumulation Account; and
•
The Fixed Account.

Not all Fixed Interest Options may be available for current or future investment. For descriptions of the Fixed Interest Options that may be available through the Contract, see APPENDIX B, APPENDIX C and APPENDIX D and the Guaranteed Accumulation Account prospectus. The Guaranteed Accumulation Account prospectus may be obtained free of charge by calling Customer Service 1-800-584-6001.


Contract Features

Death Benefit. Your Beneficiary may receive a death benefit in the event of your death during both the Accumulation and Income Phases (described above). The availability of a death benefit during the Income Phase depends upon the Income Phase annuity payment option selected. See "DEATH BENEFIT - Death Benefit During the Income Phase."

Asset Rebalancing Program. Our asset rebalancing program may be available in connection with certain Contracts. Asset rebalancing allows you to reallocate your Account Value in the investments and percentages you identify. There is no additional charge for this program. See 'THE CONTRACT - Contract Purchase and Limitations - The Asset Rebalancing Program."

Systematic Distribution Options. These allow you to receive periodic withdrawals from your account, while retaining the account in the Accumulation Phase. See "SYSTEMATIC DISTRIBUTION OPTIONS."

Withdrawals. During the Accumulation Phase, you may withdraw all or part of your Account Value. Certain fees, taxes and early withdrawal penalties may apply. See "WITHDRAWALS."

Charges for Advisory Services. A participant may enter into an agreement with an independent investment adviser that will provide agreed-upon advisory services and may arrange to have the advisory fees deducted from the Variable Investment Options, in which case such deductions will reduce the death benefit payable under the participant's Contract, they may be treated as withdrawals, and they may be subject to federal and state income taxes and a 10% penalty tax. See "CHARGES AND FEES - Charges for Advisory Services."

Taxation. Taxes will generally be due when you receive a distribution. Tax penalties may apply in some circumstances. See "FEDERAL TAX CONSIDERATIONS."


FEE TABLE

The following tables describe the fees and expenses that you will pay when buying, owning and surrendering or making withdrawals from the Contract. These fees and expenses do not reflect any advisory fee paid to an independent investment advisor retained by a participant, and if such charges were reflected, these fees and expenses would be higher. Please refer to your Contract specifications page for information about the specific fees you will pay each year based on the options you have elected.

The first table describes the fees and expenses that you paid at the time you purchased the Contract and will pay at the time you surrender or make withdrawals or transfer Account Value between investment options. State premium taxes may also be deducted.


Transaction Expenses

Maximum Early Withdrawal Charge4
(as a percentage of amount withdrawn)
Applicable to Contracts issued with:
Early Withdrawal Schedule A 1.00%
Early Withdrawal Schedule B 5.00%
Early Withdrawal Schedule C 6.00%

Transfer Charge5$10.00

Premium Tax60.00% to 4.00%

The next table describes the fees and expenses that you will pay each year during the time that you own the Contract (not including Fund fees and expenses).


Annual Contract Expenses

Annual Maintenance Fee7
$25.00
Base Contract Expenses7,8
(as a percentage of average Account Value)
1.50%

The next item shows the minimum and maximum total operating expenses charged by the Funds that you may pay periodically during the time that you own the Contract. A complete list of the Funds available under the Contract, including their annual expenses, may be found in APPENDIX A of this prospectus.


Annual Fund Expenses

Total Annual Fund Operating Expense
Minimum
Maximum
Expenses that are deducted from Fund assets, including management fees, distribution and/or service (12b-1) fees, and other expenses (as of December 31, 202 3 ).
0.34 %
1.25 %

See "CHARGES AND FEES - Fund Fees and Expenses" for additional information about the fees and expenses of the Funds, including information about the revenue we may receive from each of the Funds or the Funds' affiliates.


Examples

These 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 transaction expenses, annual Contract expenses and annual Fund expenses. They do not reflect any advisory fee paid to an independent investment adviser (if retained by a participant) from a participant's account, and if such charges were reflected, the costs would be higher.

The following examples assume that you invest $100,000 in the Contract for the time periods indicated. The Examples also assume that your investment has a 5% return each year and assume the most expensive combination of annual Fund expenses. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

Applicable to Early Withdrawal Schedule A:

Example A: If you withdraw your entire Account Value at the end of the applicable time period:
1 Year
3 Years
5 Years
10 Years
$4,114
$9,519
$16,168
$33,920
Example 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
10 Years
$3,114
$9,519
#16,168
$ 33,920

Applicable to Early Withdrawal Schedule B:

Example A: If you withdraw your entire Account Value at the end of the applicable time period:
1 Year
3 Years
5 Years
10 Years
$8,114
$14,519
$21,168
$33,920
Example 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
10 Years
$3,114
$9,519
$16,168
$33,920

Applicable to Early Withdrawal Schedule C:

Example A: If you withdraw your entire Account Value at the end of the applicable time period:
1 Year
3 Years
5 Years
10 Years
$9,114
$14,519
$19,168
$33,920
Example 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
10 Years
$3,114
$9,519
$16,168
$33,920



4
This is a deferred sales charge. The percentage will be determined by the applicable early withdrawal charge schedule in the "CHARGES AND FEES" section. The early withdrawal charge reduces over time. The total early withdrawal charge deducted will not exceed 8.5% of the total Purchase Payments made to the Contract. This charge may be waived in certain circumstances. See "CHARGES AND FEES - Transaction Fees - Early Withdrawal Charge" and 'CHARGES AND FEES - Reduction or Elimination of Certain Fees."
5
During the Accumulation Phase, we allow you 12 free transfers among investment options each calendar year. We reserve the right to charge $10 for each additional transfer. We currently do not impose this charge. See "CHARGES AND FEES - Transaction Fees - Transfer Charge."
6
We reserve the right to deduct a charge for premium taxes from your Account Value or from payments to the Account at any time, but not before there is a tax liability under state law. See "CHARGES AND FEES ‒ Premium and Other Taxes."
7These fees may be reduced or eliminated in certain circumstances. See "CHARGES AND FEES - Periodic Fees and Charges" and 'CHARGES AND FEES - Reduction or Elimination of Certain Fees."
8The mortality and expense risk charge, 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 promise to make lifetime Income Phase payments. The Base Contract Expenses also reflect an administration expense charge of 0.25% annually of the Account Value invested in the Subaccounts. See "CHARGES AND FEES - Periodic Fees and Charges."
*Example B 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 Income Phase 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.)

PRINCIPAL RISKS OF INVESTING IN THE CONTRACT

There are risks associated with investing in the Contract.

•
Investment Risk -You bear the risk of any decline in the Account Value caused by the performance of the underlying Funds held by the Subaccounts. Those Funds could decline in value very significantly, and there is a risk of loss of your entire amount invested. The risk of loss varies with each underlying Fund. The investment risks are described in the prospectuses for the underlying Funds. There also is investment risk associated with an investment in the Guaranteed Accumulation Account. As discussed in Appendix B to this prospectus, if interest rates at the time of a withdrawal have increased since the date of deposit, the value of the investment decreases and the MVA will be negative. This could result in your receiving less than the amount you paid into the Guaranteed Accumulation Account;
•
Withdrawal Risk - You should carefully consider the risk associated with withdrawals, including a surrender of the participant's certificate and a withdrawal under a certificate. A surrender or partial withdrawal may be subject to federal and state taxes, including a 10% federal income tax penalty on the taxable portion of the withdrawal, if taken prior to age 59½. Surrendering the participant certificate terminates the certificate. You should also consider the impact that a partial withdrawal may have on the benefits under a participant certificate, potentially including partial withdrawals to pay adviser fees. If a participant retains an investment adviser and elects to pay advisory fees from the participant's account, such deductions will reduce death benefit amounts, and may be subject to federal and state income taxes and a 10% federal penalty tax. Because of Contract features like these and given the tax consequences referred to above, you should not view the Contract as a short-term savings vehicle;
•
Insurance Company Insolvency -It is possible that we could experience financial difficulty in the future and even become insolvent, and therefore become unable to provide all of the guarantees and benefits that exceed the assets in the Separate Account that we have promised;
•
Tax Consequences -Early withdrawals may be restricted by the Tax Code or your plan or may expose you to early withdrawal charges or tax penalties. The value of deferred taxation on earnings grows with the amount of time Funds are left in the Contract.
•
Short-Term Investment -You should not participate in this Contract if you are looking for a short-term investment or expect to need to make withdrawals before you are age 59½; and
•
Cyber Security and Certain Business Continuity Risks - Refer to page 52.


THE COMPANY

The Company issues the Contract described in this prospectus and is responsible for providing the Contract's insurance and annuity benefits. All guarantees and benefits provided under the Contract that are not related to the Separate Account are subject to the claims paying ability of the Company and our General Account. We are a stock life insurance company organized under the insurance laws of the State of Connecticut in 1976. Prior to January 1, 2002, the Company was known as Aetna Life Insurance and Annuity Company. From January 1, 2002 until August 31, 2014, the Company was known as ING Life Insurance and Annuity Company.

We are an indirect, wholly owned subsidiary of Voya Financial, Inc. ("Voya"), which until April 7, 2014, was known as ING U.S., Inc. In May, 2013, the common stock of Voya began trading on the New York Stock Exchange ("NYSE") under the symbol "VOYA."

We are engaged in the business of issuing insurance and annuities and providing financial services in the United States. We are authorized to conduct business in all states, the District of Columbia, Guam, Puerto Rico and the Virgin Islands. Our principal executive offices are located at:

One Orange Way
Windsor, CT 06095-4774

Product Regulation. Our annuity, retirement and investment products are subject to a complex and extensive array of state and federal tax, securities, insurance and employee benefit plan laws and regulations, which are administered and enforced by a number of different governmental and self-regulatory authorities, including state insurance regulators, state securities administrators, state banking authorities, the SEC, the Financial Industry Regulatory Authority ("FINRA"), the Department of Labor, the Internal Revenue Service ("IRS") and the Office of the Comptroller of the Currency. For example, U.S. federal income tax law imposes requirements relating to insurance and annuity product design, administration and investments that are conditions for beneficial tax treatment of such products under the Tax Code. See "FEDERAL TAX CONSIDERATIONS" for further discussion of some of these requirements. Additionally, state and federal securities and insurance laws impose requirements relating to insurance and annuity product design, offering and distribution and administration. Failure to administer product features in accordance with contract provisions or applicable law, or to meet any of these complex tax, securities, or insurance requirements could subject us to administrative penalties imposed by a particular governmental or self-regulatory authority, unanticipated costs associated with remedying such failure or other claims, harm to our reputation, interruption of our operations or adversely impact profitability.


VARIABLE ANNUITY ACCOUNT C

We established Variable Annuity Account C (the "Separate Account") under Connecticut law in 1976 as a continuation of the separate account established in 1974 under Arkansas law by Aetna Variable Annuity Life Insurance Company. The Separate Account was established as a segregated asset account to fund variable annuity contracts. The Separate Account is registered as a unit investment trust under the 1940 Act. It also meets the definition of "separate account" under the federal securities laws.

Income, gains, and losses credited to, or charged against, the Separate Account reflect the Separate Account's own investment experience and not the investment experience of VRIAC's other assets. The assets of the Separate Account equal to contract liabilities may not be used to pay any liabilities of VRIAC other than those arising from the Contracts. However, Separate Account assets that exceed contract liabilities are subject to any liabilities of VRIAC. VRIAC is obligated to pay all amounts promised to Investors under the Contracts.

Information regarding each underlying Fund, including: (1) its name; (2) its investment adviser and any subadviser; (3) current expenses; and (4) performance is available in APPENDIX A to this prospectus. Each Fund has issued a prospectus that contains more detailed information about the Fund. You may obtain paper or electronic copies of those prospectuses by contacting Customer Service at 1-800-584-6001.


THE INVESTMENT OPTIONS

The Contract offers Variable Investment Options and Fixed Interest Options. We allocated initial Purchase Payments to the investment options you selected. Generally, you specified this information on your enrollment materials. After your enrollment, changes to allocations for future Purchase Payments or the transfer of existing balances among investment options may be requested by contacting Customer Service, electronically at www.voyaretirementplans.com or through such other means as may be available under our administrative procedures in effect from time to time. Allocations must be in whole percentages, and there are currently no limitations on the number of investment options that can be selected.

We may add, withdraw or substitute investment options subject to the conditions in the Contract and in compliance with regulatory requirements.



The Variable Investment Options

These options are Subaccounts of the Separate Account. Each Subaccount invests directly in shares of a corresponding mutual Fund, and earnings on amounts invested in a Subaccount will vary depending upon the performance and fees of its underlying Fund. You do not invest directly in or hold shares of the Funds.

Certain information about the Funds available through the Subaccounts of the Separate Account appears in APPENDIX A to this prospectus. Please also refer to the Fund prospectuses for additional information and read them carefully. Fund prospectuses may be obtained, free of charge by contacting Customer Service at 1-800-584-6001. More detailed information about the Funds is available in the prospectuses for the Funds, which may be amended from time to time and can be found online at https://vpx.broadridge.com/getcontract1.asp?dtype=pros&cid=voyavpx&fid=92912K299. You can request this information as well as a paper copy at no cost by calling Customer Service at 1-800-584-6001 or by sending an email request to [email protected].

Selection of Underlying Funds

The underlying Funds available through the Contracts described in this prospectus are determined by the Company. When determining which underlying Funds to make available, we may consider various factors, including, but not limited to, asset class coverage, the alignment of the investment objectives of an underlying Fund with our hedging strategy, the strength of the adviser's or subadviser's reputation and tenure, brand recognition, performance, and the capability and qualification of each investment firm. Another factor that we may consider is whether the underlying Fund or its service providers (e.g., the investment adviser or subadvisers) or its affiliates will make payments to us or our affiliates in connection with certain administrative, marketing, and support services, or whether affiliates of the Fund can provide marketing and distribution support for sales of the Contracts. (For additional information on these arrangements, please refer to the "Revenue from the Funds" subsection of this prospectus.) We review the Funds periodically and may, subject to certain limits or restrictions, remove a Fund or limit its availability to new investment if we determine that a Fund no longer satisfies one or more of the selection criteria, and/or if the Fund has not attracted significant allocations under the Contracts. We have included certain of the Funds at least in part because they are managed or subadvised by our affiliates.

We do not recommend or endorse any particular Fund, and we do not provide investment advice.

Fund of Funds

Certain Funds may be structured as "Fund of Funds" or "master-feeder" Funds. These Funds may have higher fees and expenses than a Fund that invests directly in debt and equity securities because they also incur the fees and expenses of the underlying Funds in which they invest. These Funds may be affiliated Funds, and the underlying Funds in which they invest may be affiliated as well. The Fund prospectuses disclose the aggregate annual operating expenses of each Fund and its corresponding underlying Fund or Funds.

Funds With Managed Volatility Strategies

As described in more detail in the Fund prospectuses, certain Funds employ a managed volatility strategy that is intended to reduce the Fund's overall volatility and downside risk. During rising markets, the hedging strategies employed to manage volatility could result in your Account Value rising less than would have been the case if you had been invested in a Fund with substantially similar investment objectives, policies and strategies that does not utilize a volatility management strategy. In addition, the cost of these hedging strategies may have a negative impact on performance. On the other hand, investing in Funds with a managed volatility strategy may be helpful in a declining market with higher market volatility because the hedging strategy will reduce your equity exposure in such circumstances. In such cases, your Account Value may decline less than would have been the case if you had not invested in Funds with a managed volatility strategy. There is no guarantee that a managed volatility strategy can achieve or maintain the Fund's optimal risk targets, and the Fund may not perform as expected.

Revenue from the Funds

The Company or its affiliates may receive compensation from each of the Funds or the Funds' affiliates. This revenue may include:
•
A share of the management fee;
•
Service fees;
•
For certain share classes, 12b-1 fees; and
•
Additional payments (sometimes referred to as revenue sharing).

12b-1 fees are used to compensate the Company and its affiliates for distribution related activity. Service fees and additional payments (sometimes collectively referred to as subaccounting fees) help compensate the Company and its affiliates for administrative, recordkeeping or other services that we provide to the Funds or the Funds' affiliates, such as:
•
Communicating with customers about their Fund holdings;
•
Maintaining customer financial records;
•
Processing changes in customer accounts and trade orders (e.g. purchase and redemption requests);
•
Recordkeeping for customers, including Subaccounting services;
•
Answering customer inquiries about account status and purchase and redemption procedures;
•
Providing account balances, account statements, tax documents and confirmations of transactions in a customer's account;
•
Transmitting proxy statements, annual and semi-annual reports, Fund prospectuses and other Fund communications to customers; and
•
Receiving, tabulating and transmitting proxies executed by customers.

The management fee, service fees and 12b-1 fees are deducted from Fund assets. Any such fees deducted from Fund assets are disclosed in the Fund prospectuses. Additional payments, which are not deducted from Fund assets and may be paid out of the legitimate profits of Fund advisers and/or other Fund affiliates, do not increase, directly or indirectly, Fund fees and expenses, and we may use these additional payments to finance distribution.

The amount of revenue the Company may receive from each of the Funds or from the Funds' affiliates may be substantial, although the amount and types of revenue vary with respect to each of the Funds offered through the Contract. This revenue is one of several factors we consider when determining Contract fees and charges and whether to offer a Fund through our contracts. Fund revenue is important to the Company's profitability and it is generally more profitable for us to offer affiliated Funds than to offer unaffiliated Funds.

Assets allocated to affiliated Funds, meaning Funds managed by Voya Investments, LLC or another Company affiliate, generate the largest dollar amount of revenue for the Company. Affiliated Funds may also be subadvised by a Company affiliate or an unaffiliated third party. Assets allocated to unaffiliated Funds, meaning Funds managed by an unaffiliated third party, generate lesser, but still substantial dollar amounts of revenue for the Company. The Company expects to earn a profit from this revenue to the extent it exceeds the Company's expenses, including the payment of sales compensation to our distributors.

Revenue Received from Affiliated Funds. The revenue received by the Company from affiliated Funds may be based either on an annual percentage of average net assets held in the Fund by the Company or a share of the Fund's management fee.

In the case of affiliated Funds subadvised by unaffiliated third parties, any sharing of the management fee between the Company and the affiliated investment adviser is based on the amount of such fee remaining after the subadvisory fee has been paid to the unaffiliated subadviser. Because subadvisory fees vary by subadviser, varying amounts of revenue are retained by the affiliated investment adviser and ultimately shared with the Company. The sharing of the management fee between the Company and the affiliated investment adviser does not increase, directly or indirectly, Fund fees and expenses. The Company may also receive additional compensation in the form of intercompany payments from an affiliated Fund's investment adviser or the investment adviser's parent in order to allocate revenue and profits across the organization. The intercompany payments and other revenue received from affiliated Funds provide the Company with a financial incentive to offer affiliated Funds through the Contract rather than unaffiliated Funds.

Additionally, in the case of affiliated Funds subadvised by third parties, no direct payments are made to the Company or the affiliated investment adviser by the subadvisers. However, subadvisers may provide reimbursement for employees of the Company or its affiliates to attend business meetings or training conferences.

Revenue Received from Unaffiliated Funds. Revenue received from each of the unaffiliated Funds or their affiliates is based on an annual percentage of the average net assets held in that Fund by the Company. Some unaffiliated Funds or their affiliates pay us more than others and some of the amounts we receive may be significant.

If the unaffiliated Fund families currently offered through the Contract that made payments to us were individually ranked according to the total amount they paid to the Company or its affiliates in 202 3 , in connection with the registered variable annuity contracts issued by the Company, that ranking would be as follows:

1.
American Funds
2.
Fidelity ® Variable Insurance Product Funds
3.
Invesco Funds
4.
Allspring Funds
5.
Amana Funds
6.
Columbia Variable Product Funds
7.
Franklin Templeton Variable Insurance Products Trust Funds
8.
Invesco Variable Insurance Funds
9
PIMCO Funds


If the revenues received from the affiliated Funds were taken into account when ranking the Funds according to the total dollar amount they paid to the Company or its affiliates in 202 3 , the affiliated Funds would be first on the list.

In addition to the types of revenue received from affiliated and unaffiliated Funds described above, affiliated and unaffiliated Funds and their investment advisers, subadvisers or affiliates may participate at their own expense in Company sales conferences or educational and training meetings. In relation to such participation, a Fund's investment adviser, subadviser or affiliate may help offset the cost of the meetings or sponsor events associated with the meetings. In exchange for these expense offset or sponsorship arrangements, the investment adviser, subadviser or affiliate may receive certain benefits and access opportunities to Company representatives and wholesalers rather than monetary benefits. These benefits and opportunities include, but are not limited to co-branded marketing materials, targeted marketing sales opportunities, training opportunities at meetings, training modules for personnel, and opportunities to host due diligence meetings for representatives and wholesalers.

Please note certain management personnel and other employees of the Company or its affiliates may receive a portion of their total employment compensation based on the amount of net assets allocated to affiliated Funds. See also "CONTRACT DISTRIBUTION."

Voting Rights

Each of the Subaccounts holds shares in a Fund and each is entitled to vote at regular and special meetings of that Fund. Under our current view of applicable law, we will vote the shares for each Subaccount as instructed by persons having a voting interest in the Subaccount. If, however, we determine that we are permitted to vote the shares in our own right, we may do so.

We will vote shares for which instructions have not been received in the same proportion as those for which we received instructions. Accordingly, it is possible for a small number of persons (assuming there is a quorum) to determine the outcome of a vote.

Each person who has a voting interest in the Separate Account will receive periodic reports relating to the Funds in which he or she has an interest, as well as any proxy materials and a form on which to give voting instructions. Voting instructions will be solicited by a written communication at least 14 days before the meeting.

The number of votes, whole and fractional, any person is entitled to direct will be determined as of the record date set by any Fund in which that person invests through the Subaccounts. Additionally:
•
During the Accumulation Phase, the number of votes is equal to the portion of your Account Value invested in the Fund, divided by the Net Asset Value of one share of that Fund; and
•
During the Income Phase, the number of votes is equal to the portion of reserves set aside for the Contract's share of the Fund, divided by the Net Asset Value of one share of that Fund.

We may restrict or eliminate any voting rights of persons who have voting rights as to the Separate Account.


Right to Change the Separate Account

We do not guarantee that each Fund will always be available for investment through the Contract. Subject to certain conditions and restrictions applicable to certain types of retirement plans and state and federal law and the rules and regulations thereunder, we may, from time to time, make any of the following changes to the Separate Account with respect to some or all classes of Contracts:
•
Offer additional Subaccounts that will invest in new Funds or Fund classes we find appropriate for contracts we issue;
•
Combine two or more Subaccounts;
•
Close Subaccounts. We will provide advance notice by a supplement to this prospectus if we close a Subaccount. If a Subaccount is closed or otherwise is unavailable for new investment, unless we receive alternative allocation instructions, all future amounts directed to the Subaccount that was closed or is unavailable may be automatically allocated among the other available Subaccounts according to the most recent allocation instructions we have on file. If the most recent allocation instructions we have on file do not include any available Subaccounts, the amount to be allocated will be returned unless we are provided with alternative allocation instructions. Alternative allocation instructions can be given by contacting Customer Service at 1-800-584-6001;
•
Substitute a new Fund for a Fund in which a Subaccount currently invests. In the case of a substitution, the new Fund may have different fees and charges than the Fund it replaced. A substitution may become necessary if, in our judgment:
>
A Fund no longer suits the purposes of your Contract;
>
There is a change in laws or regulations;
>
There is a change in the Fund's investment objectives or restrictions;
>
The Fund is no longer available for investment; or
>
Another reason we deem a substitution is appropriate.
•
Stop selling the Contract;
•
Limit or eliminate any voting rights for the Separate Account; or
•
Make any changes required by the 1940 Act or its rules or regulations.

We will not make a change until the change is disclosed in an effective prospectus or prospectus supplement, authorized, if necessary, by an order from the SEC and approved, if necessary, by the appropriate state insurance department(s).

We reserve the right to transfer Separate Account assets to another separate account that we determine to be associated with the class of Contracts to which the Contract belongs.


Fixed Interest Options

For descriptions of the Fixed Interest Options that may be available through the Contract, see APPENDIX B, APPENDIX C and APPENDIX D and the Guaranteed Accumulation Account prospectus. The Guaranteed Accumulation Account prospectus may be obtained free of charge by contacting Customer Service at 1-800-584-6001.


Selecting Investment Options

When selecting investment options:
•
Choose options appropriate for you. Your local representative can help you evaluate which Subaccounts or Fixed Interest Options may be appropriate for your individual circumstances and your financial goals;
•
Understand the risks associated with the options you choose. Some Subaccounts invest in Funds that are considered riskier than others. Funds with additional risks are expected to have a value that rises and falls more rapidly and to a greater degree than other Funds. For example, Funds investing in foreign or international securities are subject to additional risks not associated with domestic investments, and their performance may vary accordingly. Also, Funds using derivatives in their investment strategy may be subject to additional risks. Because investment risk is borne by you, you should carefully consider any decisions that you make regarding investment allocations. You bear the risk of any decline in your Account Value resulting from the performance of the Funds you have chosen; and
•
Be informed. Read this prospectus, all of the information that is available to you regarding the Funds - including each Fund's prospectus, SAI and annual and semi-annual reports, the Fixed Interest Option appendices and the Guaranteed Accumulation Account prospectus. After you make your selections, you should monitor and periodically re-evaluate your allocations to determine if they are still appropriate.

Furthermore, be aware that there may be:
•
Limits on Option Availability. Some Subaccounts and Fixed Interest Options may not be available through certain Contracts and plans or in some states. See your Contract or certificate for any state specific variations.

CHARGES AND FEES

The charges we assess and the deductions we make under the Contract are in consideration for: (1) the services and benefits we provide; (2) the costs and expenses we incur; and (3) the risks we assume. The charges and fees under the Contract may result in a profit to us.

The following repeats and adds to information provided in the "FEE TABLE" section. Please review both this section and the "FEE TABLE" section for information on fees.


Transaction Fees

Early Withdrawal Charge

Withdrawals of all or a portion of your Account Value may be subject to a charge. In the case of a partial withdrawal where you request a specific dollar amount, the amount withdrawn from your account will be the amount you specified plus adjustment for any applicable early withdrawal charge. The early withdrawal charge may also be referred to as a surrender charge.

Purpose: This is a deferred sales charge. It reimburses us for some of the sales and administrative expenses associated with the Contract. If our expenses are greater than the amount we collect for the early withdrawal charge, we may use any of our corporate assets, including potential profit that may arise from the mortality and expense risk charges, to make up the difference.

Amount: This charge is a percentage of the amount that you withdraw. The percentage is determined by the early withdrawal charge schedule that applies to your Contract. The schedules are listed below and appear on your Contract schedule page. The charge will never be more than 8.5% of your total Purchase Payments to Contract.


Early Withdrawal Charge Schedules

Your Contract schedule page shows with of the following early withdrawal charge schedule applies to you.

SCHEDULE A
Completed Contract Years
Fewer than 1
1 or more
Early Withdrawal Charge
1%
0%

Schedule A applies to 2004 and 1994 Contracts established with amounts that were transferred or rolled over from the Company's unregistered contracts, including amounts rolled over into a Roth IRA in connection with a conduit traditional IRA and Company General Account contracts issued in connection with Tax Code Sections 401, 403 and governmental 457 plans. It also applies to previously-issued 1992 Contracts established with amounts transferred from certain contracts issued by the Company under certain pension or profit sharing retirement plans only where you were not subject to an early withdrawal charge (deferred sales charge) under the prior contract at the time of transfer. The early withdrawal charge is based on the number of completed Contract Years since the date of initial Purchase Payment to the new Contract.


SCHEDULE B
Completed Contract Years
Less than 5
5 or more but fewer than 6
6 or more but fewer than 7
7 or more but fewer than 8
8 or more but fewer than 9
9 or more
Early Withdrawal Charge
5%
4%
3%
2%
1%
0%

Schedule B applies to 1992 Contracts established with amounts that were transferred from certain existing contracts issued by the Company where the contract holder had been subject to an early withdrawal charge (deferred sales charge). The beginning early withdrawal charge is based on the number of completed Contract Years since the initial Purchase Payment to the predecessor contract.


SCHEDULE C
Completed Contract Years
Less than 2
2 or more but fewer than 3
3 or more but fewer than 4
4 or more but fewer than 5
5 or more but fewer than 6
6 or more but fewer than 7
7 or more
Early Withdrawal Charge
6%
5%
4%
3%
2%
1%
0%


Schedule C applies to 2004 and 1994 Contracts established with amounts that were transferred from contracts or arrangements offered by the Company or certain Company affiliates in connection with Tax Code Sections 401, 403 and 457 plans (other than those contracts described above under Schedule A) and rollovers from IRAs under Tax Code Sections 408 and 408A (to the extent such rollovers are allowed by the Company). Rather than assessing an early withdrawal charge on the predecessor contract, the early withdrawal charge is based on the number of completed Contract Years since the date of initial payment to the predecessor contract or arrangement. We may also apply this early withdrawal charge schedule on this basis to certain external rollovers in a non-discriminatory manner. See"CHARGES AND FEES - Reduction or Elimination of Certain Fees." For amounts rolled over from non-annuity contract arrangements offered by the Company or certain Company affiliates in connection with Tax Code Sections 401, 403, and 457 plans, this will normally result in there being no early withdrawal charge applicable to the new Contract. Schedule C also applies to all new purchases that are not connected with an internal transfer (e.g., external rollovers or contracts established with at least a $1,000 annual contribution) and to internal rollovers from certain variable life insurance contracts funding Tax Code Section 401 qualified plans.

Waiver. The early withdrawal charge is waived if the amount withdrawn is due to one or more of the following:
•
Used to provide Income Phase payments to you;
•
Paid due to your death;
•
Withdrawn under a systematic distribution option (see "SYSTEMATIC DISTRIBUTION OPTIONS");
•
Paid upon a full withdrawal where your Account Value is $2,500 or less and no part of the account has been withdrawn during the prior 12 months; or
•
Withdrawn in an amount of 10% or less of your Account Value, provided you are at least age 59½. This waiver applies only to the first partial withdrawal in each calendar year and does not apply to full withdrawals, unless your Contract is issued in the states of Washington, Florida or New Jersey. The 10% amount will be calculated using your Account Value as of the date Customer Service receives the request in Good. When a systematic distribution option is selected, this provision includes any amounts paid under that election.


Transfer Charge

Maximum Amount. During the Accumulation Phase, we currently allow you 12 free transfers each calendar year. We reserve the right, however, to charge $10 for each additional transfer. We currently do not impose this charge.

Purpose. This charge reimburses us for administrative expenses associated with transferring your dollars among investment options.

Fund Redemption Fees

Certain Funds may impose redemption fees as a result of withdrawals, transfers or other Fund transactions you initiate. If applicable, we may deduct the amount of any redemption fees imposed by the underlying mutual Funds as a result of withdrawals, transfers or other Fund transactions you initiate and remit such fees back to that Fund. Redemption fees, if any, are separate and distinct from any transaction charges or other charges deducted from your Account Value. For a more complete description of the Funds' fees and expenses, review each Fund's prospectus.


Periodic Fees and Charges

Annual Maintenance Fee

Maximum Amount. $25

When/How. Each year, during the Accumulation Phase, we deduct this fee on the last day of each Contract Year. It is deducted on a proportional basis from each Subaccount and the Fixed Interest Option in which you have an allocation.

Purpose. This fee reimburses us for our administrative expenses related to establishing and maintaining your account.

Reduction or Elimination. We will eliminate the maintenance fee if your Account Value is $10,000 or greater on the day before the maintenance fee is deducted. For 1992 Contracts, the maintenance fee is also eliminated if your initial Purchase Payment was $10,000 or greater.

Additionally, we may have reduced or eliminated the maintenance fee if we anticipated savings on our administrative expenses for the sale because of one or more of the following:
•
The size and type of group to whom the contract was offered; or
•
The amount of expected Purchase Payments.

We will not unfairly discriminate against any person if we increase, reduce or eliminate the maintenance fee. We will make any increase, reduction or elimination according to our own rules in effect at the time we approve an application for a Contract. We reserve the right to change these rules from time to time. Any increase will not result in an annual maintenance fee in excess of the maximum amount shown above and in the Fee Table.

Mortality and Expense Risk Charge

Maximum Amount. This charge, on an annual basis, is equal to 1.25% of your Account Value invested in the Subaccounts. We may charge a different fee for different Funds (but not beyond the maximum amount).

When/How. This charge is deducted daily from the Subaccounts. We do not deduct this fee from any Fixed Interest Option. This charge is deducted during the Accumulation Phase and the Income Phase.

Purpose. This charge compensates us for the mortality and expense risks we assume under the Contracts, namely:
•
Mortality risks are those risks associated with our promise to make lifetime Income Phase payments based on annuity rates specified in the Contract; and
•
Expense risk is the risk that the actual expenses we incur under the Contract will exceed the maximum costs that we can charge.

If the amount we deduct for this charge is not enough to cover our mortality costs and expenses under the contract, we will bear the loss. We may use any excess to recover distribution costs relating to the contract and as a source of profit. We expect to earn a profit from this charge.

Reduction. For 2004 and 1994 Contracts, which we currently do not sell, we will reduce this charge to 1.15% provided one or more of the following conditions are met:
•
The Contract has remained in the Accumulation Phase for ten years following the initial Purchase Payment;
•
The initial Purchase Payment was $250,000 or more; or
•
The value of the Contract is $250,000 or more on any anniversary of the date the initial Purchase Payment was applied.

Administrative Expense Charge

Maximum Amount. We reserve the right to charge up to 0.25% annually of your Account Value invested in the Subaccounts. We currently do not impose this charge.

When/How. If imposed, we deduct this charge daily from the Subaccounts. We do not deduct this charge from the Fixed Interest Options. This charge may be assessed during the Accumulation Phase and/or the Income Phase. If we are imposing this charge when you enter the Income Phase, the charge will apply to you during the entire Income Phase.

Purpose. This charge helps defray our cost of providing administrative expenses under the Contracts and in relation to the Separate Account and Subaccounts.


Reduction or Elimination of Certain Fees

When sales of the Contract were made to individuals or to a group of individuals in a manner that resulted in savings of sales or administrative expenses, we may have reduced or eliminated the early withdrawal charge, the annual maintenance fee, the expense risk charge or the administrative expense charge. Our decision to reduce or eliminate any of these fees was based on one or more of the following:
•
The size and type of group to whom the Contract was offered;
•
The type and frequency of administrative and sales services provided;
•
The use by an employer of automated techniques in submitting Purchase Payments or information related to Purchase Payments on behalf of its employees; or
•
Any other circumstances that reduced distribution or administrative expenses.

The reduction or elimination of any of these fees was not be unfairly discriminatory against any person and was done according to our rules in effect at the time the Contract was issued. We reserved the right to change these rules from time to time. The right to reduce or eliminate any of these fees may was subject to state approval. The exact amount of Contract charges applicable to a particular Contract is stated in that Contract.


Fund Fees and Expenses

Each Fund deducts management/investment advisory fees from the amounts allocated to the Fund. In addition, each Fund deducts other expenses, which may include service fees that may be used to compensate service providers, including the Company and its affiliates, for administrative and contract holder services provided on behalf of the Fund. Furthermore, certain Funds deduct a distribution or 12b-1 fee, which is used to finance any activity that is primarily intended to result in the sale of Fund shares. Fund fees and expenses are deducted from the value of the Fund shares on a daily basis, which in turn affects the value of each Subaccount that purchases Fund shares. Fund fees and expenses are one factor that impacts the value of a Fund's shares. To learn more about Fund fees and expenses, the additional factors that can affect the value of a Fund's shares and other important information about the Funds, refer to the Fund prospectuses.

Less expensive share classes of the Funds offered through this Contract may be available for investment outside of this Contract. You should evaluate the expenses associated with the Funds available through this Contract before making a decision to invest.



Charges for Advisory Services

We reserve the right to deduct from a participant's account, upon authorization from the participant, any advisory and other fees due under an independent advisory services agreement between the participant and an investment adviser. Advisory fees will be deducted on a proportional basis from the Subaccounts that invest in the Funds used in the allocation model selected by the participant under the advisory services agreement, and any set-up fees may be deducted on a proportional basis from all of the Subaccounts in which the participant is invested. Under proportional deduction, the portion of the overall fee deducted from a given Subaccount equals the same percentage that the Subaccount value represents to the value of all the Subaccounts used in the calculation (e.g., for deduction of the advisory fee, all the Subaccounts used in the allocation model). If you have not authorized payment of advisory fees from the Variable Investment Options, you would instead pay such fees outside the Contract.

Please note that we have no control over the advisory fee arrangement between you and your investment adviser - that arrangement is solely between you and your adviser. Consequently, if you wanted to terminate your advisor arrangement you would need to contact your advisor.


Premium and Other Taxes

Maximum Amount. Some states and municipalities charge a premium tax on annuities. These taxes currently range from 0% to 4%, depending upon the jurisdiction.

When/How. We reserve the right to deduct a charge for premium taxes from your Account Value or from Purchase Payments to the account at any time, but not before there is a tax liability under state law. For example, we may deduct a charge for premium taxes at the time of a complete withdrawal or we may reflect the cost of premium taxes in our Income Phase payment rates when you commence Income Phase payments. Unless directed otherwise, we will deduct any premium tax charges proportionately from the Subaccounts and Fixed Interest Options in which you are invested.

We will not deduct a charge for any municipal premium tax of 1% or less, but we reserve the right to reflect such an expense in our annuity purchase rates.

In addition, the Company reserves the right to assess a charge for any federal taxes due against the Separate Account. See "FEDERAL TAX CONSIDERATIONS."


THE CONTRACT



When considering your investment in the Contract, you should consult with your financial representative about your financial goals, investment time horizon and risk tolerance.

Under the federal tax laws, earnings on amounts held in annuity contracts are generally not taxed until they are withdrawn. Tax-qualified retirement arrangements (e.g., IRAs and Roth IRAs) also defer payment of taxes on earnings until they are withdrawn. Because you are purchased an annuity for your IRA, you should know that the annuity contract does not provide any additional tax deferral of earnings beyond the tax deferral provided by other types of IRAs. However, annuities do provide other features and benefits (such as the guaranteed death benefit available under the 2004 contracts or the option of lifetime income phase options at established rates) that may be valuable to you. You should discuss your decision with your financial representative. Taxes will generally be due when you receive a distribution. Tax penalties may apply in some circumstances. See "FEDERAL TAX CONSIDERATIONS."



Contract Ownership and Rights

Who Owns the Contract? You, the Contract Holder.

Who Owns Money Accumulated Under the Contract? You, the Contract Holder.

Who Holds Rights Under the Contract? You, the Contract Holder, hold all rights under the Contract.

What Happens if You Die? The Contract provides a death benefit in the event of your death, which is payable to the Beneficiary named under the Contract.

Transfer of Ownership; Assignment

The Tax Code does not allow a transfer or assignment of your rights under these Contracts except in limited circumstances. Adverse tax consequences may result if you assign or transfer your interest in the Contract to persons other than your spouse incident to a divorce. Anyone contemplating such an assignment or transfer should contact a tax and/or legal adviser regarding the potential tax effects of such a transaction.


The Account Value

During the Accumulation Phase, your Account Value at any given time equals:
•
The current dollar value of amounts invested in the Fixed Interest Options, including interest earnings to date; plus
•
The current dollar value of amounts held in the Subaccounts, which takes into account investment performance and fees deducted from the Subaccounts.

Subaccount Accumulation Units. When a Fund is selected as an investment option, your account dollars invest in Accumulation Units of the Variable Annuity Account C Subaccount corresponding to that Fund. The Subaccount invests directly in the Fund shares. The value of your interests in a Subaccount is expressed as the number of Accumulation Units you hold multiplied by an "Accumulation Unit Value," as described below, for each unit.

Accumulation Unit Value. The value of each Accumulation Unit in a Subaccount is called the Accumulation Unit Value ("AUV"). The AUV varies daily in relation to the underlying Fund's investment performance. The AUV also reflects deductions for Fund fees and expenses, the mortality and expense risk charge, the administrative expense charge, if any, and advisory fees, if any. The deduction of any advisory fees can result in cancellation of units. We discuss these deductions in more detail in "FEE TABLE" and "CHARGES AND FEES."

Valuation. We determine the AUV every normal business day that the NYSE is open, after the close of the NYSE (normally at 4:00 p.m. Eastern Time). At that time, we calculate the current AUV by multiplying the AUV last calculated by the Net Investment Factor of the Subaccount. The Net Investment Factor measures the investment performance of the Subaccount from one valuation to the next.

Current AUV = Prior AUV x Net Investment Factor

Net Investment Factor. The Net Investment Factor for a Subaccount between two consecutive valuations equals the sum of 1.0000 plus the Net Investment Rate.


Net Investment Rate. The Net Investment Rate is computed according to a formula that is equivalent to the following:
•
The net assets of the Fund held by the Subaccount as of the current valuation; minus
•
The net assets of the Fund held by the Subaccount at the preceding valuation; plus or minus
•
Taxes or provisions for taxes, if any, due to Subaccount operations (with any federal income tax liability offset by foreign tax credits to the extent allowed); divided by
•
The total value of the Subaccount's units at the preceding valuation; and minus
•
A daily deduction for the mortality and expense risk charge, the administrative expense charge, if any, and any other fees deducted daily from investments in the Separate Account. See "CHARGES AND FEES."

The net investment rate may be either positive or negative.

Hypothetical Illustration

As a hypothetical illustration, assume that your initial Purchase Payment to a Contract was $5,000 and you directed us to invest $3,000 in Fund A and $2,000 in Fund B. Also assume that on the day we received the Purchase Payment the applicable AUVs after the next close of business of the NYSE were $10 for Subaccount A and $25 for Subaccount B. Your account was credited with 300 Accumulation Units of Subaccount A and 100 Accumulation Units of Subaccount B.

Step 1: You made an initial Purchase Payment of $5,000.

Step 2:
•
You directed us to invest $3,000 in Fund A. The Purchase Payment purchased 300 Accumulation Units of Subaccount A ($3,000 divided by the current $10 AUV); and
•
You directed us to invest $2,000 in Fund B. The Purchase Payment purchased 80 Accumulation Units of Subaccount B ($2,000 divided by the current $25 AUV).

Step 3: The Separate Account then purchased shares of the applicable Funds at the then current market value (Net Asset Value or NAV).

Each Fund's subsequent investment performance, expenses and charges, and the daily charges deducted from the Subaccount, will cause the AUV to move up or down on a daily basis.

Purchase Payments to Your Account

If all or a portion of initial Purchase Payments were directed to the Subaccounts, they purchased Subaccount Accumulation Units at the AUV next computed after our acceptance of the applicable application or enrollment forms, as described in "CONTRACT PURCHASE AND PARTICIPATION." Subsequent Purchase Payments or transfers directed to the Subaccounts that we receive in Good Order by the close of business of the NYSE will purchase Subaccount Accumulation Units at the AUV computed as of the close of the NYSE on that day. The value of Subaccounts may vary day to day. Subsequent Purchase Payments and transfers received in Good Order after the close of the NYSE will purchase Accumulation Units at the AUV computed as of the close of the NYSE on the next business day.


Contract Provisions and Limitations

Involuntary Terminations

1992 and 1994 Contracts. Following the completion of two Contract Years in which no Purchase Payments have been made, the Company reserves the right to pay the Contract's current Account Value to you if that value is less than $1,500, provided the Company gives you 90 days written notice. Such value paid may not utilize the reinvestment privilege. The full value payable to you will not be reduced by any early withdrawal charge, and amounts withdrawn from the Guaranteed Interest Account, if applicable, will not receive a reduced rate of interest. Amounts withdrawn from the Guaranteed Interest Account will receive a guaranteed effective annual yield to the date of Contract termination as if the amounts had remained in the Guaranteed Interest Account until the end of a Guaranteed Term, see APPENDIX C. This provision does not apply if you have initiated Income Phase payments.

2004 Contracts. Subject to state regulatory approval, following the completion of three Contract Years in which no Purchase Payments have been made, the Company reserves the right to pay the Contract's current Account Value to you if that value is less than $2,000, provided the Company gives you 90 days written notice. Such value paid may not utilize the reinvestment privilege. The full value payable to you will not be reduced by any early withdrawal charge. Amounts withdrawn from the Guaranteed Accumulation Account will receive the greater of: (a) the aggregate Market Value Adjustment ("MVA") amount from all Guaranteed Terms prior to the end of those terms; or (b) the applicable portion of your Account Value in the Guaranteed Accumulation Account. See APPENDIX B. This provision does not apply if you have initiated Income phase payments.

Allocation of Purchase Payments

All Purchase Payments are allocated to your Account Value on the Valuation Date of their receipt. We will allocate your Purchase Payments among the investment options you select. Allocations must be in whole percentages, and there are currently no limitations on the number of investment options you may select. If the most recent allocation instructions we have on file include a Subaccount that corresponds to an underlying Fund that is closed to new investment or is otherwise unavailable, additional Purchase Payments received that would have been allocated to the Subaccount corresponding to the closed or otherwise unavailable Fund may be automatically allocated among the other available Subaccounts according to the most recent allocation instructions we have on file. If the most recent allocation instructions we have on file do not include any available Subaccounts, we must receive alternative allocation instructions or the Purchase Payment will be returned. Alternative allocation instructions can be given by contacting Customer Service. See "THE INVESTMENT OPTIONS."

Transfers Among Investment Options

During the Accumulation Phase you may transfer amounts among the investment options. Transfers from Fixed Interest Options are restricted as outlined in APPENDIX B, APPENDIX C and APPENDIX D. Transfers must be made in accordance with the terms of the Contract. You may not make transfers once you ender the Income Phase. See "INCOME PHASE." Transfers may be requested in writing, by telephone, electronically at www.voyaretirementplans.com or through such other means as may be available under our administrative procedures in effect from time to time.

Value of Transferred Dollars. The value of amounts transferred in or out of Subaccounts will be based on the Subaccount AUV next determined after Customer Service receives your request in Good Order or if you are participating in the asset rebalancing program, after your scheduled transfer or reallocation.

Telephone and Electronic Transfers: Security Measures. To prevent fraudulent use of telephone or electronic transactions (including, but not limited to, internet transactions), we have established security procedures. These include recording calls on our toll-free telephone lines and requiring use of a unique identifier or personal password. You are responsible for keeping your unique identifier or personal password and account information confidential. If we fail to follow reasonable security procedures, we may be liable for losses due to unauthorized or fraudulent telephone or other electronic transactions. We are not liable for losses resulting from following telephone or electronic instructions we believe to be genuine. If a loss occurs when we rely on such instructions, you will bear the loss.

The Asset Rebalancing Program

Our asset rebalancing program is available in connection with the 2004 Contracts. Asset rebalancing allows you to reallocate your Account Value in the investments and percentages you identify. Account Values invested in certain investment options may not be available for rebalancing under this program. We automatically reallocate your Account Value annually (or more frequently as we allow). Asset rebalancing neither ensures a profit nor guarantees against loss in a declining market. There is no additional charge for this program. If available for your Contract, you may elect the asset rebalancing program by contacting Customer Service at 1-800-584-6001, electronically at www.voyaretirementplans.com or through such other means as may be available under our administrative procedures in effect from time to time. The Company may change or discontinue the asset rebalancing program at any time.

Subaccount reallocations or changes outside of the asset rebalancing program may affect the program. Changes such as fund mergers, substitutions, or closures may also affect the program.

The General Account

All guarantees and benefits provided under the Contracts that are not related to the Separate Account are subject to the claims paying ability and financial strength of the Company and our General Account.

The following obligations under the Contract are funded by the General Account which supports our insurance and annuity obligations:
•
Amounts allocated to the Fixed Account;
•
Amounts funding fixed Income Phase Payments;
•
Death benefit payments held in an interest bearing retained asset account; and
•
Where the amount of the death benefit exceeds the Account Value.


Contract Modification

We may modify the Contract when we deem an amendment appropriate by providing you written notice 30 days before the effective date of the change. The most likely reason for a change to the contract would be to ensure compliance with applicable law. Certain changes will require the approval of appropriate state or federal regulatory authorities.


Limits on Frequent or Disruptive Transfers

The Contract is not designed to serve as a vehicle for frequent transfers. Frequent transfer activity can disrupt management of a Fund and raise its expenses through:
•
Increased trading and transaction costs;
•
Forced and unplanned portfolio turnover;
•
Lost opportunity costs; and
•
Large asset swings that decrease the Fund's ability to provide maximum investment return to all Contract Owners and participants.

This in turn can have an adverse effect on Fund performance. Accordingly, individuals or organizations that use market-timing investment strategies or make frequent transfers should be aware that:
•
We suspend the Electronic Trading Privileges, as defined below, of any individual or organization if we determine, in our sole discretion, that the individual's or organization's transfer activity is disruptive or not in the best interest of other owners of our variable insurance and retirement products, or the participants in such products; and
•
Each underlying Fund may limit or restrict Fund purchases and we will implement any limitation or restriction on transfers to an underlying Fund as directed by that underlying Fund.

Consequently, individuals or organizations that use market-timing investment strategies or make frequent transfers should not purchase or participate in the Contract.

Excessive Trading Policy

We and the other members of the Voya family of companies that provide multi-Fund variable insurance and retirement products have adopted a common Excessive Trading Policy to respond to the demands of the various Fund families that make their Funds available through our products to restrict excessive Fund trading activity and to ensure compliance with Rule 22c-2 of the 1940 Act.


We actively monitor Fund transfer and reallocation activity within our variable insurance products to identify violations of our Excessive Trading Policy. Our Excessive Trading Policy is violated if Fund transfer and reallocation activity:
•
Meets or exceeds our current definition of Excessive Trading, as defined below; or
•
Is determined, in our sole discretion, to be disruptive or not in the best interests of other owners of our variable insurance and retirement products, or participants in such products.

We currently define "Excessive Trading" as:
•
More than one purchase and sale of the same Fund (including money market Funds) within a 60 calendar day period (hereinafter, a purchase and sale of the same Fund is referred to as a "round-trip"). This means two or more round-trips involving the same Fund within a 60 calendar day period would meet our definition of Excessive Trading; or
•
Six round-trips involving the same Fund within a rolling 12 month period.

The following transactions are excluded when determining whether trading activity is excessive:
•
Purchases or sales of shares related to non-Fund transfers (for example, new Purchase Payments, withdrawals and loans);
•
Transfers associated with any scheduled dollar cost averaging, scheduled rebalancing, or scheduled asset allocation programs;
•
Purchases and sales of Fund shares in the amount of $5,000 or less;
•
Purchases and sales of Funds that affirmatively permit short-term trading in their Fund shares, and movement between such Funds and a money market Fund; and
•
Transactions initiated by us, another member of the Voya family of companies, or a Fund.

If we determine that an individual or entity has made a purchase of a Fund within 60 days of a prior round-trip involving the same Fund, we will send them a letter warning that another sale of that same Fund within 60 days of the beginning of the prior round-trip will be deemed to be Excessive Trading and result in a six month suspension of their ability to initiate Fund transfers or reallocations through the Internet, facsimile, Voice Response Unit ("VRU"), telephone calls to Customer Service or other electronic trading medium that we may make available from time to time ("Electronic Trading Privileges"). Likewise, if we determine that an individual or entity has made five round-trips involving the same Fund within a rolling 12 month period, we will send them a letter warning that another purchase and sale of that same Fund within 12 months of the initial purchase in the first round-trip will be deemed to be Excessive Trading and result in a suspension of their Electronic Trading Privileges. According to the needs of the various business units, a copy of any warning letters may also be sent, as applicable, to the person(s) or entity authorized to initiate Fund transfers or reallocations, the agent/registered representative, or the investment adviser for that individual or entity. A copy of the warning letters and details of the individual's or entity's trading activity may also be sent to the Fund whose shares were involved in the trading activity.

If we determine that an individual or entity has violated our Excessive Trading Policy, we will send them a letter stating that their Electronic Trading Privileges have been suspended for a period of six months. Consequently, all Fund transfers or reallocations, not just those that involve the Fund whose shares were involved in the activity that violated our Excessive Trading Policy, will then have to be initiated by providing written instructions to us via regular U.S. mail. Suspension of Electronic Trading Privileges may also extend to products other than the product through which the Excessive Trading activity occurred. During the six month suspension period, electronic "inquiry only" privileges will be permitted where and when possible. A copy of the letter restricting future transfer and reallocation activity to regular U.S. mail and details of the individual's or entity's trading activity may also be sent, as applicable, to the person(s) or entity authorized to initiate Fund transfers or reallocations, the agent/registered representative or investment adviser for that individual or entity, and the Fund whose shares were involved in the activity that violated our Excessive Trading Policy.

Following the six month suspension period during which no additional violations of our Excessive Trading Policy are identified, Electronic Trading Privileges may again be restored. We will continue to monitor the Fund transfer and reallocation activity, and any future violations of our Excessive Trading Policy will result in an indefinite suspension of Electronic Trading Privileges. A violation of our Excessive Trading Policy during the six month suspension period will also result in an indefinite suspension of Electronic Trading Privileges.


We reserve the right to suspend Electronic Trading Privileges with respect to any individual or entity, with or without prior notice, if we determine, in our sole discretion, that the individual's or entity's trading activity is disruptive or not in the best interests of other owners of our variable insurance and retirement products, or participants in such products, regardless of whether the individual's or entity's trading activity falls within the definition of Excessive Trading set forth above.

Our failure to send or an individual's or entity's failure to receive any warning letter or other notice contemplated under our Excessive Trading Policy will not prevent us from suspending that individual's or entity's Electronic Trading Privileges or taking any other action provided for in our Excessive Trading Policy.

The Company does not allow exceptions to our Excessive Trading Policy. We reserve the right to modify our Excessive Trading Policy, or the policy as it relates to a particular Fund, at any time without prior notice, depending on, among other factors, the needs of the underlying Fund(s), the best interests of Contract Owners, participants, and Fund investors, and/or state or federal regulatory requirements. If we modify our policy, it will be applied uniformly to all Contract Owners and participants or, as applicable, to all Contract Owners and participants investing in the underlying Fund.

Our Excessive Trading Policy may not be completely successful in preventing market-timing or excessive trading activity. If it is not completely successful, Fund performance and management may be adversely affected, as noted above.

Limits Imposed by the Underlying Funds

Each underlying Fund available through the variable insurance and retirement products offered by us and/or the other members of the Voya family of companies, either by prospectus or stated policy, has adopted or may adopt its own excessive/frequent trading policy, and orders for the purchase of Fund shares are subject to acceptance or rejection by the underlying Fund. We reserve the right, without prior notice, to implement Fund purchase restrictions and/or limitations on an individual or entity that the Fund has identified as violating its excessive/frequent trading policy and to reject any allocation or transfer request to a Subaccount if the corresponding Fund will not accept the allocation or transfer for any reason. All such restrictions and/or limitations (which may include, but are not limited to, suspension of Electronic Trading Privileges and/or blocking of future purchases of a Fund or all Funds within a Fund family) will be done in accordance with the directions we receive from the Fund.

Agreements to Share Information with Fund Companies

As required by Rule 22c-2 under the 1940 Act, we have entered into information sharing agreements with each of the Fund companies whose Funds are offered through the Contract. Contract Owner and participant trading information is shared under these agreements as necessary for the Fund companies to monitor Fund trading and our implementation of our Excessive Trading Policy. Under these agreements, the Company is required to share information regarding Contract Owner and participant transactions, including but not limited to information regarding Fund transfers initiated by you. In addition to information about Contract Owner and participant transactions, this information may include personal Contract Owner and participant information, including names and social security numbers or other tax identification numbers.

As a result of this information sharing, a Fund company may direct us to restrict a Contract Owner or participant's transactions if the Fund determines that the Contract Owner or participant has violated the Fund's excessive/frequent trading policy. This could include the Fund directing us to reject any allocations of Purchase Payments or Account Value to the Fund or all Funds within the Fund family.



THE INCOME PHASE

During the Income Phase, you receive payments from your accumulated Account Value.

Initiating Income Phase Payments

At least 30 days prior to the date you want to start receiving Income Phase payments, the Contract Holder or you, if permitted by the plan, must notify us in writing of the following:
•
Start date;
•
Income Phase payment option (see the "Income Phase Payment Options" table in this section);
•
Income Phase payment frequency (i.e., monthly, quarterly, semi-annually or annually);
•
Choice of fixed or variable payments or a combination of both fixed and variable payments; and
•
Selection of Subaccounts and an assumed net investment rate (only if variable payments are elected).


Your account will continue in the Accumulation Phase until you properly initiate Income Phase payments. Generally, the first Income Phase payment must be made by April 1 of the calendar year following the calendar year in which the Contract Holder attains age 73 (or such other age and time as prescribed by the IRC section 401(a)(9)) . See "FEDERAL TAX CONSIDERATIONS - Taxation of Qualified Contracts - Lifetime Required Minimum Distributions (IRAs)."

Once an Income Phase payment option is selected, it may not be changed. See "Income Phase Payment Options."


Calculation of Income Phase Payments

Some of the factors that may affect Income Phase payments include: your age, your Account Value, the Income Phase payment option selected (including the frequency and duration of payments under the option selected), number of guaranteed payments, if any, selected and whether you select variable or fixed payments. As a general rule, more frequent Income Phase payments will result in smaller individual Income Phase payments. Likewise, Income Phase payments that are anticipated over a longer period of time will also result in smaller individual Income Phase payments.

Fixed Payments. Amounts funding fixed Income Phase payments will be held in the Company's General Account. Fixed payments will remain the same over time.

Variable Payments. Amounts funding your variable Income Phase payments will be held in the Subaccount(s) you select, based on the Subaccounts available during the Income Phase at the time you make your selection. The Subaccounts available for investment during the Income Phase may be different than those available for investment during the Accumulation Phase. For information about the Subaccounts available during the Income Phase, please contact Customer Service.

We allow 12 free transfers per calendar year. We reserve the right to allow additional transfers in excess of 12 per calendar year.For variable payments, an assumed net investment rate must be selected.

Assumed Net Investment Rate. If you select variable Income Phase payments, you must also select an assumed net investment rate of either 5% or 3.5%. If you select a 5% rate, your first Income Phase payment will be higher, but subsequent Income Phase payments will increase only if the investment performance of the Subaccounts you selected is greater than 5% annually, after deduction of fees. Payment amounts will decline if the investment performance is less than 5%, after deduction of fees.

If you select a 3.5% rate, your first Income Phase payment will be lower and subsequent Income Phase payments will increase more rapidly or decline more slowly depending upon the investment performance of the Subaccounts selected. For more information about selecting an assumed net investment rate, request a copy of the S AI by calling Customer Service.

Restrictions on Start Dates and the Duration of Payments. When Income Phase payments start, the age of the Annuitant plus the number of years for which Income Phase payments are guaranteed must not exceed 95. Certain tax rules may also limit the length of Income Phase payments. For Roth IRAs those minimum distribution rules do not apply. See "FEDERAL TAX CONSIDERATIONS."

Regardless of your Income Phase payment start date, your Income Phase payments will not begin until you have selected an Income Phase payment option. Failure to select an Income Phase payment option may have adverse tax consequences. You should consult with a tax and/or legal adviser if you are considering this course of action.


Charges Deducted

When you select an Income Phase payment option (one of the options listed in the table below), a mortality and expense risk charge, consisting of a daily deduction of 1.25% on an annual basis, will be deducted from amounts held in the Subaccounts. This charge compensates us for mortality and expense risks we assume under variable Income Phase payment options and is applicable to all variable Income Phase payment options, including variable nonlifetime options under which we do not assume mortality risk. In this situation, this charge will be used to cover expenses. Although we expect to earn a profit from this fee, we do not always do so. For variable options under which we do not assume a mortality risk, we may make a larger profit than under other options. We may also deduct a daily administrative charge from amounts held in the Subaccounts.


Required Minimum Payment Amounts

Minimum Payment Amounts for 2004 Contracts (subject to regulatory approval)

The Income Phase payment option you select must result in one of the following:
•
A first Income Phase payment of at least $100; or
•
Total yearly Income Phase payments of at least $500.

If your Account Value is too low to meet these minimum payment amounts, you will receive one lump-sum payment.

In New York, the Income Phase payment option you select must result in one of the following:
•
A first Income Phase payment of at least $20; or
•
Total yearly Income Phase payments of at least $100.

If your Account Value is too low to meet these minimum payment amounts, you will receive one lump-sum payment.

Minimum Payment Amounts for 1994 Contracts

The Income Phase payment option you select must result in one of the following:
•
A first Income Phase payment of at least $50; or
•
Total yearly Income Phase payments of at least $250.

If your Account Value is too low to meet these minimum payment amounts, you will receive one lump-sum payment.

Minimum Payment Amounts for 1992 Contracts

The Income Phase payment option you select must result in one of the following:
•
A first Income Phase payment of at least $20; or
•
Total yearly Income Phase payments of at least $100.

If your Account Value is too low to meet these minimum payment amounts, you will receive one lump-sum payment.



Death Benefit During the Income Phase

The death benefits that may be available to a Beneficiary are outlined in the following "Income Phase Payment Options" table. If a lump-sum payment is due as a death benefit, we will make payment within seven calendar days after Customer Service receives proof of death acceptable to us and a payment request in Good Order. If the death benefit is not taken in a lump sum, your Beneficiary must meet the distribution rules imposed by the Tax Code. These rules recently changed for deaths occurring after January 1, 2020. Failure to meet these rules can result in tax penalties. See"FEDERAL TAX CONSIDERATIONS - Taxation of Qualified Contracts - Required Distributions Upon Death"for the distribution rules imposed by the Tax Code.

Beneficiary Rights. A beneficiary's right to elect an Income Phase payment option or receive a lump-sum payment may be restricted by the Contract Holder. If so, such rights or options will not be available to the Beneficiary.

Payment of Death Benefit or Proceeds

Subject to the conditions and requirements of state law, full payment of the death benefit or proceeds ("Proceeds") to a Beneficiary may be made either into an interest bearing retained asset account that is backed by our General Account (described in "The Retained Asset Account") or by check. For additional information about the payment options available to you, please refer to your claim forms or contact Customer Service. Beneficiaries should carefully review all settlement and payment options available under the Contract and are encouraged to consult with a financial professional or tax adviser before choosing a settlement or payment option. See "DEATH BENEFIT - The Retained Asset Account" for more information about the retained asset account.

Taxation. To avoid certain tax penalties, you and any Beneficiary must meet the distribution rules imposed by the Tax Code. Additionally, when selecting an Income Phase payment option, the Tax Code requires that your expected payments will not exceed certain durations. See "FEDERAL TAX CONSIDERATIONS."


Income Phase Payment Options

The following table lists the Income Phase payment options and accompanying death benefits that may be available under the Contracts. The Tax Code and/or some Contracts may restrict the options and the terms available to you and/or your Beneficiary. See "FEDERAL TAX CONSIDERATIONS." We may offer additional Income Phase payment options under the Contract from time to time.

Terms used in the table:
•
Annuitant: The person(s) on whose life expectancy the Income Phase payments are calculated; and
•
Beneficiary: The person designated to receive the death benefit payable under the Contract.

Lifetime Income Phase Payment Options
Life Income
Length of Payments: For as long as the Annuitant lives. It is possible that only one payment will be made should the Annuitant die prior to the second payment's due date. Death Benefit-None: All payments end upon the Annuitant's death.
Life Income ‒ Guaranteed Payments*
Length of Payments: For as long as the Annuitant lives, with payments guaranteed for your choice of five, ten 15 or 20 years, or as otherwise specified in the Contract.
Death Benefit-Payment to the Beneficiary: If the Annuitant dies before we have made all the guaranteed payments, we will continue to pay the Beneficiary the remaining payments, unless the Beneficiary elects to receive a lump-sum payment equal to the present value of the remaining guaranteed payments.



*Guaranteed period payments may not extend beyond the shorter of your life expectancy or until age 95.

Lifetime Income Phase Payment Options
(continued)
Life Income ‒ Two Lives
Length of Payments: For as long as either Annuitant lives. It is possible that only one payment will be made should both Annuitants die before the second payment's due date.
Continuing Payments: When you select this option, you choose for either:
•100%, 66⅔% or 50% of the payment to continue to the surviving Annuitant after the first death; or
•100% of the payment to continue to the Annuitant on the second Annuitant's death and 50% of the payment to continue to the second Annuitant on the Annuitant's death.
Death Benefit-None: All payments end after the death of both Annuitants.
Life Income ‒ Two Lives ‒ Guaranteed Payments*
Length of Payments: For as long as either Annuitant lives, with payments guaranteed for ten or more years, or as otherwise specified in the Contract.
Continuing Payments: 100% of the payment to continue to the surviving Annuitant after the first death.
Death Benefit ‒ Payment to the Beneficiary: If both Annuitants die before the guaranteed payments have all been paid, we will continue to pay the Beneficiary the remaining payments, unless the Beneficiary elects to receive a lump-sum payment equal to the present value of the remaining guaranteed payments.
Nonlifetime Income Phase Payment Options
Nonlifetime -
Guaranteed
Payments*
Length of Payments: You may select payments for three through 30 years under 1992 Contracts or five through 30 years under 2004 and 1994 Contracts. In certain cases a lump-sum payment may be requested at any time (see below).
Death Benefit ‒ Payment to the Beneficiary: If the Annuitant dies before we make all the guaranteed payments, we will continue to pay the Beneficiary the remaining payments, unless the Beneficiary elects to receive a lump-sum payment equal to the present value of the remaining guaranteed payments. We will not impose any early withdrawal charge.

Lump-Sum Payment

If the Nonlifetime - Guaranteed Payments option is elected with variable payments, you may request at any time that all or a portion of the present value of the remaining payments be paid in one lump sum. A lump sum elected before five years (for 2004 and 1994 Contracts) or three years (for 1992 Contracts) of payments have been completed will be treated as a withdrawal during the Accumulation Phase and if the election is made during an early withdrawal charge period, we will charge the applicable early withdrawal charge. See "FEES - Early Withdrawal Charge." Lump-sum payments will be paid within seven calendar days after Customer Service receives the request for payment in Good Order.

Calculation of Lump-Sum Payments

If a lump-sum payment is available to a Beneficiary or to you under the Income Phase payment options listed in the table above, the rate we use to calculate the present value of the remaining guaranteed payments is the same rate we use to calculate the Income Phase payments (i.e., the actual fixed rate used for the fixed payments or the 3.5% or 5% assumed net investment rate for variable payments).




*Guaranteed period payments may not extend beyond the shorter of your life expectancy or until age 95.

BENEFITS AVAILABLE UNDER THE CONTRACT

The following table summarizes information about the benefits available under the Contract:

Name of Benefit
Purpose
Is Benefit Standard or Optional
Maximum Fee
Brief Description of Restrictions/Limitations
Account Value Death Benefit
Pays a death benefit equal to the Account Value.
Standard
No additional fee for this death benefit.
For amounts held in the Guaranteed Accumulation Account, if a negative market value adjustment applies, it would be deducted only if the death benefit is withdrawn more than six months after your death. This benefit may not be available under your Contract. Participants should refer to their plan documents for available benefits.
Any advisory fee deducted reduces Account Value and this reduces the amount of this death benefit
Guaranteed Death Benefit
Death benefit is the greater of:
•Your Account Value plus any positive aggregate market value adjustment that applies to amounts allocated to the Guaranteed Accumulation Account; or
•The sum of payments (minus any applicable premium tax) made to your account, adjusted for withdrawals.
Optional
No additional fee for this benefit.
Available on 2004 Contracts only.
If the Beneficiary does not request payment of the death benefit as a lump sum or as an Income Phase payment option, the amount of the death benefit is the Account Value. (See "Account Value Death Benefit").
This benefit may not be available under your Contract. Participants should refer to their plan documents for available benefits.
Asset Rebalancing Program
Allows you to reallocate your Account Value in the investments and percentages you identify.
Optional
No additional fee for this benefit.
Available on 2004 Contracts only.
Account Values invested in certain investment options may not be available for rebalancing under this program. Subaccount reallocations or changes outside of the asset rebalancing program may affect the program. Changes such as Fund mergers, substitutions or closures may also affect the program. This benefit may not be available under your Contract. Participants should refer to their plan documents for available benefits
Systematic Distribution Options
Allows you to receive regular payments from your account without moving into the Income Phase.
Optional
No additional fee for this benefit.
If allowed by applicable law, VRIAC may discontinue the availability of one or all of the systematic distribution options at any time and/or change the terms of future elections. This benefit may not be available under your Contract. Participants should refer to their plan documents for available benefits.



DEATH BENEFIT

The Contract provides a death benefit in the event of your death, which is payable to the Beneficiary named under the Contract. If you die and no Beneficiary exists, the death benefit will be paid in a lump sum to your estate. You may change your Beneficiary by contacting Customer Service.


During the Accumulation Phase

For death benefit information applicable to the Income Phase, see "THE INCOME PHASE - Death Benefit During the Income Phase."

Payment Process

•
Following your death, the Beneficiary must provide the Company with proof of death acceptable to us and a payment request in Good Order;
•
The payment request should include selection of a benefit payment option (see below); and
•
Within seven calendar days after Customer Service receives proof of death acceptable to us and a payment request in Good Order, we will mail payment, unless otherwise requested.

Until a death benefit request is in Good Order and a payment option is selected, account dollars will remain invested as at the time of your death and no distributions will be made.

Benefit Payment Options

The following payment options are available, if allowed by the Tax Code and not otherwise restricted by the Contract Holder:
•
Lump-sum payment;
•
Payment in accordance with any of the available Income Phase payment options (see "INCOME PHASE - Income Phase Payment Options"); or
•
If the Beneficiary is your spouse, payment in accordance with any of the available systematic distribution option (subject to certain limitations). See "SYSTEMATIC DISTRIBUTION OPTIONS."

The following options are also available under some Contracts; however, the Tax Code limits how long the death benefit proceeds may be left in these options:
•
Leaving the Account Value invested in the Contract; or
•
Under some Contracts, leaving your Account Value on deposit in the Company's General Account and receiving monthly, quarterly, semi-annual or annual interest payments at the interest rate currently credited on such deposits. The balance on deposit can be withdrawn at any time or paid in accordance with any of the available Income Phase payment options. See "INCOME PHASE - Income Phase Payment Options."

Unless otherwise restricted by the Contract Holder, the Beneficiary may choose to apply any portion of the death benefit to an Income Phase (i.e., annuity) payment option or to receive a lump-sum payment.

Payment of Death Benefit or Proceeds

Subject to the conditions and requirements of state law, full payment of the death benefit or proceeds ("Proceeds") to a Beneficiary may be made either into an interest bearing retained asset account that is backed by our General Account (described in "The Retained Asset Account" below) or by check. For additional information about the payment options available to you, please refer to your claim forms or contact Customer Service. Beneficiaries should carefully review all settlement and payment options available under the Contract and are encouraged to consult with a financial professional or tax adviser before choosing a settlement or payment option.


The Retained Asset Account. The retained asset account, known as the Voya Personal Transition Account, is an interest bearing account backed by our General Account. The retained asset account is not guaranteed by the Federal Deposit Insurance Corporation ("FDIC")and, as part of our General Account, is subject to the claims of our creditors. Beneficiaries that receive their payment through the retained asset account may access the entire Proceeds in the account at any time without penalty through a draftbook feature. The Company seeks to earn a profit on the account, and interest credited on the account may vary from time to time but will not be less than the minimum rate stated in the supplemental Contract delivered to the Beneficiary together with the paperwork to make a claim to the Proceeds. Interest earned on the Proceeds in the account may be less than could be earned if the Proceeds were invested outside of the account. Likewise, interest credited on the Proceeds in the account may be less than under other settlement or payment options available through the Contract.

Death Benefit Amount

Account Value Death Benefit. For most Contracts, the amount of the death benefit is equal to your Account Value. For amounts held in the Guaranteed Interest Account, the full annual guaranteed interest rate will be credited. For amounts held in the Guaranteed Accumulation Account, any positive aggregate market value adjustment (the sum of all market value adjustments calculated due to a withdrawal) will be included in your Account Value. If a negative market value adjustment applies, it would be deducted only if the death benefit is withdrawn more than six months after your death. We describe the market value adjustment in APPENDIX B and in the Guaranteed Accumulation Account prospectus.

The death benefit is calculated as of the next time we value your account following the date on which Customer Service receives proof of death and a payment request in Good Order. In addition to this amount, some states require we pay interest on amounts invested in Fixed Interest Options, calculated from date of death at a rate specified by state law.

Any advisory fee deducted reduces Account Value on a dollar-for-dollar basis, and thus reduces the amount of this death benefit.

Guaranteed Death Benefit (2004 Contracts Only). Subject to state regulatory approval, the 2004 Contracts provide a guaranteed death benefit if the Beneficiary elects a lump-sum distribution or an Income Phase payment option. For those Contracts, the guaranteed death benefit is the greater of:
•
Your Account Value (which includes the full annual guaranteed interest credited to amounts held in the Guaranteed Interest Account) on the date Customer Service receives proof of death and a payment request in Good Order, plus any positive aggregate market value adjustment that applies to amounts allocated to the Guaranteed Accumulation Account; or
•
The sum of Purchase payments (minus any applicable premium tax) made to your account, adjusted for withdrawals made from your account, as of the date Customer Service receives proof of death and a payment request in Good Order. The adjustment for withdrawals will be proportionate, reducing the sum of all Purchase Payments made in the same proportion that the Account Value was reduced by the withdrawal.

For example, if (a) the Account Value were $100,000 and (b) the sum of Purchase Payments were $120,000 and (c) there had been no withdrawals and (d) no premium tax, then the death benefit amount would equal $120,000.

In the event that the Contract Beneficiary does not request payment of the death benefit as a lump sum or as an Income Phase payment option within six months of your death, the amount of the death benefit is the Account Value as of the next valuation following Customer Service's receipt of acceptable proof of death and a payment request in Good Order. See "Account Value Death Benefit" above.

There is no additional fee associated with the Guaranteed Death Benefit option.

We describe the market value adjustment in APPENDIX B and in the Guaranteed Accumulation account prospectus.


Tax Code Requirements

The Tax Code requires distribution of death benefit proceeds within a certain period of time and these requirements have recently changed generally for deaths after January 1, 2020. Failure to begin receiving death benefit payments within those time periods can result in tax penalties. Regardless of the method of payment, death benefit proceeds will generally be taxed to the Beneficiary in the same manner as if you had received those payments. See "FEDERAL TAX CONSIDERATIONS" for additional information.


CONTRACT PURCHASE AND PARTICIPATION

Contracts Available for Purchase

The Contract described in this prospectus are intended to qualify under the Tax Code as one of the following:
•
A traditional Individual Retirement Annuity ("IRA") under Tax Code Section 408(b); or
•
A Roth IRA under Tax Code Section 408A.

The traditional IRA may be used as a funding option for a Simplified Employee Pension ("SEP") plan under Tax Code Section 408(k). The Contract was not available as a "Simple IRA" as defined in Tax Code Section 408(p).

Eligibility. Eligibility to contribute to a traditional IRA on a pre-tax basis or to establish a Roth IRA depends upon your adjusted gross income.


Purchasing the Contract

To purchase the Contract:
•
The Contract Holder submitted the required forms and application to the Company; and
•
We approved the forms and issued a Contract to the Contract Holder.


Methods of Purchase Payment

The following Purchase Payment methods are allowed:
•
Annual Contributions. The initial Purchase Payment must have been at least $5,000 and subsequent payments may be added as long as they meet our minimum requirements in place at that time. Installment Purchase Payments are allowed, provided that each installment Purchase Payment must be at least $85 (or $1,000 annually). Monthly installments must be made via automatic bank check plan ("Pre-authorized Payment Plan Agreement"). The first payment must have been received with the application. We reserve the right to waive or modify these requirements on a nondiscriminatory basis.
•
Rollovers or transfers from one or more of the following sources:

>
A traditional IRA under Tax Code Section 408(b);

>
A Roth IRA under Tax Code Section 408A;

>
An individual retirement account under Tax Code Section 408(a) or 403(a);

>
A tax-deferred annuity or custodial account under Tax Code Section 403(b);

>
A qualified pension or profit sharing plan under Tax Code Section 401(a) or 401(k); or

>
A governmental plan that qualifies under Tax Code Section 457(b).

Rollovers or transfers must have met current minimum underwriting requirements and subsequent rollovers or payments may be added as long as they meet our minimum requirements at time of deposit.

Rollovers and direct transfers were permitted from a 401, 403(a), 403(b) or governmental 457(b) arrangement to a traditional IRA, and beginning in 2008, to a Roth IRA, subject to payment of ordinary income tax.



Allocation of Purchase Payments

We will allocate your Purchase Payments among the investment options you select. Allocations must be in whole percentages and there are currently no limits on the number of investment options you may select. When selecting investment options, you may find it helpful to review the "THE INVESTMENT OPTIONS" section.


Tax Code Restrictions

The Tax Code places some limitations on contributions to your account. See "FEDERAL TAX CONSIDERATIONS."


Participation in the Contract

You should pay attention to the following issues, among others:
•
Long-Term Investment - This Contract is a long-term investment, and is typically most useful as part of a personal retirement plan. Early withdrawals may be restricted by the Tax Code or your plan or may expose you to early withdrawal charges or tax penalties. The value of deferred taxation on earnings grows with the amount of time Funds are left in the Contract. You should not participate in this Contract if you are looking for a short-term investment or expect to need to make withdrawals before you are 59½;
•
Investment Risk - The value of investment options available under this Contract may fluctuate with the markets and interest rates. You should not participate in this Contract in order to invest in these options if you cannot risk getting back less money than you put in; and
•
Features and Fees - The fees for this Contract reflect costs associated with the features and benefits it provides. You should determine the value that these various benefits and features have for you, given your particular circumstances, and consider the charges for those features.


Other Products

We and our affiliates offer various other products with different features and terms than the Contracts described in this prospectus, which may offer some or all of the same Funds. These products have different benefits, fees and charges and may offer different share classes of the Funds offered in this Contract that are less expensive. These other products may or may not better match your needs. You should be aware that there are other options available, and, if you are interested in learning more about these other products, contact your registered representative.


WITHDRAWALS

Making a Withdrawal

You may withdraw all or a portion of your Account Value at any time during the Accumulation Phase.

Steps for Making a Withdrawal

You must:
•
Select the Withdrawal Amount:
>
Full Withdrawal: You will receive, reduced by any required tax, your Account Value allocated to the Subaccounts, the Guaranteed Interest Account (with reduced interest yield), the Guaranteed Accumulation Account (plus or minus any applicable market value adjustment) and the Fixed Account, minus any applicable early withdrawal charge, annual maintenance fee and redemption fees; or


>
Partial Withdrawal (Percentage or Specified Dollar Amount): You will receive, reduced by any required tax, the amount you specify, subject to the value available in your account. However, the amount actually withdrawn from your account will be adjusted by any applicable early withdrawal charge, redemption fees, and any positive or negative market value adjustment for amounts withdrawn from the Guaranteed Accumulation Account or a reduced interest yield from the Guaranteed Interest Account.
•
Select Investment Options. If you do not specify, we will withdraw dollars in the same proportion as the values you hold in the various investment options from each investment option in which you have an Account Value; and
•
Properly complete a disbursement form and submit it to Customer Service.

For amounts you withdraw from Account Value allocated to the Subaccounts, we will redeem the number of Accumulation Units needed to fund the withdrawal and reduce your Account Value accordingly. For amounts you withdraw from a Fixed Interest Option, we will reduce the value of the Fixed Interest Option by the dollar amount of that portion of the withdrawal (and with respect to the Guaranteed Accumulation Account, will reflect any positive or negative market value adjustment) and will reduce your Account Value accordingly. A reduction to your Account Value due to a withdrawal results in a lesser amount available to be annuitized and a lesser death benefit (if your death benefit amount is based on your Account Value). For a description of limitations on withdrawals from the Fixed Account, please see APPENDIX D.


Calculation of Your Withdrawal

We determine your Account Value every normal business day after the close of the NYSE. We pay withdrawal amounts based on your Account Value either:
•
As of the next valuation after Customer Service receives a request for withdrawal in Good Order; or
•
On such later date as specified on the disbursement form.


Delivery of Payment

Payments for withdrawal requests will be made in accordance with SEC requirements. Normally, we will send your payment no later than seven calendar days following our receipt of your disbursement form in Good Order.


Reinvestment Privilege

Within 30 days after a full withdrawal, if allowed by law, you may elect to reinvest all or a portion of your withdrawal. We must receive any reinvested amounts within 60 days of the withdrawal. We reserve the right, however, to accept a reinvestment election received more than 30 days after the withdrawal and accept proceeds received more than 60 days after the withdrawal. We will credit your account for the amount reinvested based on the Subaccount values next computed following Customer Service's receipt of your request in Good Order and the amount to be reinvested. We will credit the amount reinvested proportionally for annual maintenance fees and early withdrawal charges imposed at the time of withdrawal. We will deduct from the amounts reinvested any annual maintenance fee that fell due after the withdrawal and before the reinvestment. Provided all options are available, we will reinvest in the same investment options and proportions in place at the time of withdrawal. If an investment option is closed or otherwise no longer available, you must designate a replacement option or amounts that would have been reinvested in the investment option that is closed or unavailable may be automatically allocated among the other available investment options according to your most recent allocation instructions we have on file. If the most recent allocation instructions we have on file do not include any available investment options, the amount to be allocated will be returned unless we are provided with alternative allocation instructions. Special rules apply to reinstatements of amounts withdrawn from the Guaranteed Investment Account and the Guaranteed Accumulation Account. See APPENDIX B andAPPENDIX C. Talk to a tax adviser regarding the tax consequences associated with reinstatement.



SYSTEMATIC DISTRIBUTION OPTIONS

A systematic distribution option allows you to receive regular payments from your account without moving into the Income Phase. By remaining in the Accumulation Phase, you retain certain rights and investment flexibility not available during the Income Phase. Because the account remains in the Accumulation Phase, all Accumulation Phase charges continue to apply.


Systematic Distribution Options Currently Available

These options may be exercised at any time during the Accumulation Phase of the Contract. To exercise one of these options, the Account Value must meet any minimum dollar amount and age criteria applicable to that option. To determine what systematic distribution options are available, please write or call Customer Service at 1-800-584-6001.

Systematic distribution options currently available under the Contract include the following:
•
Systematic Withdrawal Option ("SWO") - SWO is a series of automatic partial withdrawals from your account based on a payment method you select. Consider this option if you would like periodic income while remaining investment flexibility for amounts accumulated in the account. We will not deduct an early withdrawal charge from amounts paid under SWO; however, a market value adjustment may apply to amounts paid from the Guaranteed Accumulation Account. See APPENDIX B and the Guaranteed Accumulation Account prospectus for more information about the market value adjustment; and
•
Estate Conservation Option ("ECO")/Recurring RMD Payment ("RRP") - This option offers the same investment flexibility as SWO, but is designed for those who want to receive only the minimum distribution that the Tax Code requires each year. Under this option, the Company calculates the minimum distribution amount required by law (generally at age 73 (or such other age and time as prescribed by the IRC section 401(a)(9))and pays you that amount once a year. This amount is not available under Roth IRA Contracts. We will not deduct an early withdrawal charge or apply a market value adjustment to any part of your Account Value paid under an ECO/RRP.

Other Systematic Distribution Options

We may add additional systematic distribution options from time to time. You may obtain additional information relating to any of the systematic distribution options from your sales representative or by contacting Customer Service.

Availability of Systematic Distribution Options

If allowed by applicable law, we may discontinue the availability of one or more of the systematic distribution options for new elections at any time, and/or change the terms of future elections.

Terminating a Systematic Distribution Option

You may revoke a systematic distribution option at any time by submitting a written request to Customer Service. Once revoked, ECO/RRP may not be elected again unless allowed under the Tax Code.

Tax Consequences

Withdrawals received through a systematic distribution option may have tax consequences. If you are concerned about tax consequences, consult a tax and/or legal adviser before electing an option. See "FEDERAL TAX CONSIDERATIONS."


FEDERAL TAX CONSIDERATIONS

Introduction

The Contract described in this prospectus is designed to be treated as an annuity for U.S. federal income tax purposes. This section discusses our understanding of current federal income tax laws affecting the Contract. The U.S. federal income tax treatment of the Contract is complex and sometimes uncertain. You should keep the following in mind when reading this section:
•
Your tax position (or the tax position of the Beneficiary, as applicable) determines the federal taxation of amounts held or paid out under the Contract;
•
Tax laws change. It is possible that a change in the future could affect contracts issued in the past, including the Contract described in this prospectus;
•
This section addresses some, but not all, applicable federal income tax rules and generally does not discuss federal estate and gift tax implications, state and local taxes or any other tax provisions;
•
We do not make any guarantee about the tax treatment of the Contract or transactions involving the Contract; and
•
No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of those set forth below.

We do not intend this information to be tax advice.No attempt is made to provide more than a general summary of information about the use of the Contract with tax-qualified retirement arrangements, and the Tax Code may contain other restrictions and conditions that are not included in this summary. You should consult with a tax and/or legal adviser for advice about the effect of federal income tax laws, state tax laws or any other tax laws affecting the Contract or any transactions involving the Contract.

Qualified Contracts

The Contract described in this prospectus may be purchased on a tax-qualified basis ("Qualified Contracts"). Qualified Contracts are designed for use by individuals and/or employers whose Purchase Payments are comprised solely of proceeds from and/or contributions to retirement plans or programs that are intended to qualify as plans or programs entitled to special favorable income tax treatment under sections 408 or 408A of the Tax Code. Employers or individuals intending to use the Contract with such plans should seek legal and tax advice.

Taxation of Qualified Contracts

Eligible Retirement Plans and Programs

The Contract may be purchased with the following retirement plans and programs to accumulate retirement savings:
•
Individual Retirement Annuities ("IRA") and Roth IRA. Section 408 of the Tax Code permits eligible individuals to contribute to an individual retirement program known as an Individual Retirement Annuity ("IRA"). Certain employers may establish Simplified Employee Pension ("SEP") or Savings Incentive Match Plan for Employees ("SIMPLE") plans to provide IRA contributions on behalf of their employees. Section 408A of the Tax Code permits certain eligible individuals to contribute to a Roth IRA, which provides for tax-free distributions, subject to certain restrictions. Sales of the contract for use with IRAs or Roth IRAs may be subject to special requirements of the IRS.The IRS has not reviewed the contracts described in this prospectus for qualification as IRAs and has not addressed, in a ruling of general applicability, whether the contract's death benefit provisions comply with the IRA qualification requirements.

The Company may offer or have offered the Contract for use with certain other types of qualified plans. Please see your Contract and consult with your tax adviser if you have questions about other types of plan arrangements not discussed herein.


Special Considerations for IRAs. IRAs are subject to limits on the amounts that can be contributed, the deductible amount of the contribution, the persons who may be eligible, and the time when distributions commence. Contributions to IRAs must be made in cash or as a rollover or a transfer from another eligible plan. Also, distributions from IRAs, individual retirement accounts, and other types of retirement plans may be "rolled over" on a tax-deferred basis into an IRA. You may roll over a distribution from an IRA to an IRA only once in any 12 - month period. You will not be able to roll over any portion of an IRA distribution if you rolled over any other IRA distribution the preceding one-year period. This limit applies by aggregating all of your IRAs, including SEP and SIMPLE IRAs , as well as traditional and Roth IRAs, effectively treating them as one IRA for purposes of this limit. Please note that this one-rollover-per-year rule does not apply to: (1) the conversion of a traditional IRA to a Roth IRA; (2) a rollover to or from a qualified plan; or (3) a trustee-to-trustee transfer between IRAs. Please consult your own tax and/or legal adviser if you have additional questions about these rules.

Early distributions from SIMPLE IRAs made within two years of beginning participation in the SIMPLE IRA are subject to a 25% early distribution tax.

Special Considerations for Roth IRAs. Contributions to a Roth IRA are subject to limits on the amount of contributions and the persons who may be eligible to contribute. Roth IRA contributions are not deductible and must be made in cash or as a rollover or transfer from another Roth IRA, IRA, or eligible plan. Individuals may convert an IRA, SEP, or a SIMPLE to a Roth IRA. Such rollovers and conversions are subject to tax, and other special rules may apply. A conversion of a traditional IRA to a Roth IRA, and a rollover from any other eligible retirement plan to a Roth IRA, made after December 31, 2017, cannot be recharacterized as having been made to a traditional IRA.

You will not be able to roll over any portion of a Roth IRA distribution if you rolled over any other IRA distribution during the preceding one-year period. This limit applies by aggregating all of your IRAs, including SEP and SIMPLE IRAs as well as traditional and Roth IRAs, effectively treating them as one IRA for purposes of this limit. Please note that this one-rollover-per-year rule does not apply to: (1) the conversion of a traditional IRA to a Roth IRA; (2) a rollover to or from a qualified plan; or (3) a trustee-to-trustee transfer between Roth IRAs. Please consult your own tax and/or legal adviser if you have additional questions about these rules.

A 10% penalty tax may apply to amounts attributable to a conversion to a Roth IRA if the amounts are distributed during the five taxable years beginning with the year in which the conversion was made.

Taxation

The tax rules applicable to Qualified Contracts vary according to the type of Qualified Contract, the specific terms and conditions of the Qualified Contract, and the terms and conditions of the qualified plan or program. The ultimate effect of federal income taxes on the amounts held under a Qualified Contract, or on Income Phase (i.e., annuity) payments from a Qualified Contract, depends on the type of Qualified Contract or program as well as your particular facts and circumstances. Special favorable tax treatment may be available for certain types of contributions and distributions. In addition, certain requirements must be satisfied in purchasing a Qualified Contract with proceeds from a tax-qualified plan or program in order to continue receiving favorable tax treatment.

Adverse tax consequences may result from:
•
Contributions in excess of specified limits;
•
Distributions before age 59½ (subject to certain exceptions);
•
Distributions that do not conform to specified commencement and minimum distribution rules; and
•
Other specified circumstances.

Some qualified plans and programs are subject to additional distribution or other requirements that are not incorporated into the Contracts described in this prospectus. No attempt is made to provide more than general information about the use of the Contract with qualified plans and programs. Contract Owners, sponsoring employers, participants, Annuitants and Beneficiaries are cautioned that the rights of any person to any benefit under these qualified plans and programs may be subject to the terms and conditions of the plan or program, regardless of the terms and conditions of the Contract. The Company is not bound by the terms and conditions of such plans and programs to the extent such terms contradict the language of the Contract, unless we consent in writing.


Contract Owners, sponsoring employers, participants, Annuitants and Beneficiaries generally are responsible for determining that contributions, distributions and other transactions with respect to the Contract comply with applicable law. Therefore, you should seek tax and/or legal advice regarding the suitability of a contract for your particular situation. The following discussion assumes that Qualified Contracts are purchased with proceeds from and/or contributions under retirement plans or programs that qualify for the intended special federal tax treatment.

Tax Deferral. Under federal tax laws, earnings on amounts held in annuity contracts are generally not taxed until they are withdrawn. However, in the case of a qualified plan (as described in this prospectus), an annuity contract is not necessary to obtain this favorable tax treatment and does not provide any tax benefits beyond the deferral already available to the qualified plan itself. Annuities do provide other features and benefits (such as the guaranteed death benefit or the option of lifetime Income Phase options at established rates) that may be valuable to you. You should discuss your alternatives with a qualified financial representative taking into account the additional fees and expenses you may incur in an annuity.

Contributions

In order to be excludable from gross income for federal income tax purposes, total annual contributions to certain qualified plans and programs are limited by the Tax Code. We provide general information on these requirements for certain plans and programs below. You should consult with a tax and/or legal adviser in connection with contributions to a Qualified Contract.

Repeal of Maximum Age for Contributions to a Traditional IRA. The SECURE Act eliminated the maximum age after which contributions to a traditional IRA were not allowed. Consequently, individuals who have attained age 70½ will no longer be prohibited from making non-rollover contributions to traditional IRAs.

Traditional and Roth IRAs. You are eligible to contribute to a traditional IRA if you have compensation includible in income for the taxable year. For 202 4 , the contribution to your traditional IRA cannot exceed the lesser of $ 7 , 0 00 or your taxable compensation. If you are age 50 or older, you can make an additional catch-up contribution of $1,000. Contributions to a traditional IRA may be deductible depending on your modified adjusted gross income ("MAGI"), tax filing status, and whether you or your spouse are an active participant in a retirement plan.

You may be eligible to contribute to a Roth IRA if you have compensation includible in income for the year. For 202 4 , the contribution to a Roth IRA cannot exceed the lesser of $ 7 , 0 00 or your taxable compensation. If you are age 50 or older, you can make an additional catch - up contribution of $1,000. The amount you can contribute to a Roth IRA is reduced by the amount of any contributions you make to an individual retirement plan for your benefit (not including SEPs or SIMPLE IRAs). Your ability to contribute to a Roth IRA may be further limited by your MAGI and tax filing status. Contributions to a Roth IRA are not deductible.

Distributions - General

Certain tax rules apply to distributions from the Contract. A distribution is any amount taken from a contract including withdrawals, Income Phase (i.e., annuity) payments, and death benefit proceeds. If a portion of a distribution is taxable, the distribution will be reported to the IRS.

IRAs. All distributions from an IRA are taxed as received unless either one of the following is true:
•
The distribution is directly transferred to another IRA or to a plan eligible to receive rollovers as permitted under the Tax Code; or
•
You made after-tax contributions to the IRA. In this case, the distribution will be taxed according to rules detailed in the Tax Code.

10% Additional Tax. The Tax Code imposes a 10% additional tax on the taxable portion of any distribution from a contract used with an IRA. The Tax Code imposes a 10% additional tax on the taxable portion of any distribution from a traditional or Roth IRA.


Exceptions to the 10% additional tax may apply if:
•
You have attained age 59½;
•
You have become disabled, as defined in the Tax Code;
•
You have died and the distribution is to your Beneficiary;
•
The distribution amount is rolled over tax free into another eligible retirement plan or to a traditional or Roth IRA in accordance with the terms of the Tax Code;
•
The distribution is paid directly to the government in accordance with an IRS levy;
•
The distribution is a qualified reservist distribution as defined under the Tax Code;
•
The distribution is a qualified birth or adoption distribution;
•
The distribution is eligible for penalty relief extended to victims of certain natural disasters;
•
You have unreimbursed medical expenses that are deductible (without regard to whether you itemized deductions);
•
The distribution amount is made in substantially equal periodic payments (at least annually) over your life (or life expectancy) or the joint lives (or joint life expectancies) of you and your designated Beneficiary;
•
The distributions are not more than the cost of your medical insurance due to a period of unemployment (subject to certain conditions);
•
The distributions are not more than your qualified higher education expenses;
•
The distribution is paid to a terminally ill individual;
•
The withdrawal is paid for certain emergency expenses;
•
The distribution is paid to an eligible domestic abuse victim; or
•
You use the distribution to buy, build or rebuild a first home.

The Tax Code may provide other exceptions or impose other penalty taxes in other circumstances.

Qualified Distributions - Roth IRA. A partial or full distribution of Purchase Payments to a Roth IRA account and earnings credited on those Purchase Payments will be excludable from income if it is a qualified distribution. A "qualified distribution" from a Roth IRA account is defined as a distribution that meets the following two requirements:
•
The distribution occurs after the five-year taxable period measured from the earlier of:
>
The first taxable year you, as applicable, made a contribution to a Roth IRA or a designated Roth contribution to any designated Roth account established for you under the same applicable retirement plan as defined in Tax Code Section 402A;
>
If a rollover contribution was made from a designated Roth account previously established for you under another applicable retirement plan, the first taxable year for which you made a designated Roth contribution to such previously established account;
>
The first taxable year in which you made an in-plan Roth rollover of non-Roth amounts under the same plan; AND
•
The distribution occurs after you attain age 59½, die with payment being made to your Beneficiary or estate, or become disabled as defined in the Tax Code.

A distribution from a Roth account that is not a qualified distribution is includible in gross income under the Tax Code in proportion to your investment in the Contract (basis) and earnings on the Contract.

Lifetime Required Minimum Distributions (IRAs)

To avoid certain tax penalties, you and any designated Beneficiary must also satisfy the required minimum distribution rules set forth in the Tax Code. These rules dictate the following:
•
The start date for distributions;
•
The time period in which all amounts in your Contract(s) must be distributed; and
•
Distribution amounts.

Start Date. Generally, you must begin receiving distributions by April 1 of the calendar year following the calendar year in which you attain age 73 (or such other age as described by Tax Code section 402(a)(9)).


Time Period. You must receive distributions from the Contract over a period not extending beyond one of the following time periods:
•
Over your life or the joint lives of you and your designated Beneficiary; or
•
Over a period not greater than your life expectancy or the joint life expectancies of you and your designated Beneficiary.

Distribution Amounts. The amount of each required minimum distribution must be calculated in accordance with Tax Code Section 401(a)(9). Before Income Phase payments begin, the required minimum distribution amount is generally determined by dividing the entire interest in the account as of December 31 of the preceding year by the applicable distribution period. The entire interest in the account includes the amount of any outstanding rollover, transfer, and recharacterization, if applicable, and the actuarial present value of other benefits provided under the account, such as guaranteed death benefits and any optional living benefit. If Income Phase payments have begun under an Income Phase option that satisfies the Tax Code Section 401(a)(9) regulations, such payments will generally be viewed as satisfying your required minimum distribution.

25% Excise Tax. If you fail to receive the required minimum distribution for any tax year, a 25 excise tax is imposed on the required amount that was not distributed. In certain circumstances this excise tax may be waived by the IRS.

Roth IRAs. Required minimum distributions are not applicable to Roth IRAs during your lifetime.

Further information regarding required minimum distributions may be found in your Contract or certificate.

Required Distributions Upon Death (IRAs and Roth IRAs)

Upon your death, any remaining interest in an IRA or Roth IRA must be distributed in accordance with federal income tax requirements under Section 401(a)(9) of the Tax Code. The death benefit provisions of your Contract will be interpreted to comply with those requirements. The Setting Every Community Up for Retirement Enhancement Act ("SECURE Act") amended the post-death distribution requirements that are generally applicable with respect to deaths occurring after 2019. The post-death distribution requirements under prior law continue to apply in certain circumstances.

Prior Law. Under prior law, if an employee under an employer sponsored retirement plan dies prior to the required beginning date, the remaining interest must be distributed (1) within five years after the death (the "five-year rule"), or (2) over the life of the designated Beneficiary, or over a period not extending beyond the life expectancy of the designated Beneficiary, provided that such distributions commence within one year after death (the "lifetime payout rule"). If the employee dies on or after the required beginning date (including after the date distributions have commenced in the form of an annuity), the remaining interest must be distributed at least as rapidly as under the method of distribution being used as of the date of death (the "at-least-as-rapidly rule").

The New Law. Under the new law, if you die after 2019, and you have a designated Beneficiary, any remaining interest must be distributed within ten years after your death, unless the designated Beneficiary is an eligible designated Beneficiary ("EDB") , or some other exception applies. A designated Beneficiary is any individual designated as a Beneficiary by the employee. An EDB is any designated Beneficiary who is (1) your surviving spouse, (2) your minor child, (3) disabled, (4) chronically ill, or (5) an individual not more than ten years younger than you. An individual's status as an EDB is determined on the date of your death. This ten-year post-death distribution period applies regardless of whether you die before your required beginning date or you die on or after that date (including after distributions have commenced in the form of an annuity). However, if the Beneficiary is an EDB and the EDB dies before the entire interest is distributed under this ten-year rule, the remaining interest must be distributed within ten years after the EDB's death (i.e., a new ten-year distribution period begins).


Instead of taking distributions under the new ten-year rule, an EDB can stretch distributions over life, or over a period not extending beyond life expectancy, provided that such distributions commence within one year of your death, subject to certain special rules. In particular, if the EDB dies before the remaining interest is distributed under this stretch rule, the remaining interest must be distributed within ten years after the EDB's death (regardless of whether the remaining distribution period under the stretch rule was more or less than ten years). In addition, if your minor child is an EDB, the child will cease to be an EDB on the date the child reaches the age of majority, and any remaining interest must be distributed within ten years after that date (regardless of whether the remaining distribution period under the stretch rule was more or less than ten years).

If your Beneficiary is not an individual, such as a charity, your estate, or in some cases a trust, any remaining interest after your death generally must be distributed under prior law in accordance with the five-year rule or the at-least-as-rapidly rule, as applicable (but not the lifetime payout rule). However, if your Beneficiary is a trust and all the Beneficiaries of the trust are individuals, the new law may apply pursuant to special rules that treat the Beneficiaries of the trust as designated Beneficiaries, including special rules allowing a Beneficiary of a trust who is disabled or chronically ill to stretch the distribution of their interest over their life or life expectancy in some cases. You should consult a professional tax adviser about the federal income tax consequences of your Beneficiary designations, particularly if a trust is involved.

More generally, the new law applies if you die after 2019, subject to several exceptions. In particular, if you are an employee under a governmental plan, such as a governmental 457(b) plan, the new law applies to your interest in that plan if you die after 2021. In addition, if your plan is maintained pursuant to one or more collective bargaining agreements, the new law generally applies to your interest in that plan if you die after 2021 (unless the collective bargaining agreements terminate earlier).

In addition, the new post-death distribution requirements generally do not apply if the employee died prior to January 1, 2020. However, if the designated Beneficiary of the deceased employee dies after January 1, 2020, any remaining interest must be distributed within ten years of the designated Beneficiary's death. Hence, this ten-year rule generally will apply to a Contract issued prior to 2020 which continues to be held by a designated Beneficiary of an employee who died prior to 2020.

It is important to note that under prior law, Income Phase payments that commenced under a method that satisfied the distribution requirements while the employee was alive could continue to be made under that method after the death of the employee. Under the new law, however, if you commence taking distributions in the form of an annuity that can continue after your death, such as in the form of a joint and survivor annuity or an annuity with a guaranteed period of more than ten years, any distributions after your death that are scheduled to be made beyond the applicable distribution period imposed under the new law might need to be accelerated at the end of that period (or otherwise modified after your death if permitted under federal tax law and by us) in order to comply with the new post-death distribution requirements.

Certain transition rules may apply. Please consult your tax adviser.

Start Dates for Spousal Beneficiaries. Under the new law, as under prior law, if your Beneficiary is your spouse, your surviving spouse can delay the application of the post-death distribution requirements until after your surviving spouse's death by transferring the remaining interest tax-free to your surviving spouse's own IRA.

The post-death distribution requirements are complex and unclear in numerous respects. The Internal Revenue Service and U.S. Department of the Treasury have issued very little guidance on the new law. In addition, the manner in which these requirements will apply will depend on your particular facts and circumstances. You may wish to consult a professional tax adviser for tax advice as to your particular situation.

The Contract provides that upon your death, a surviving spouse may have certain continuation rights that he or she may elect to exercise for the Contract's death benefit and any joint-life coverage under an optional living benefit. All Contract provisions relating to spousal continuation are available only to a person who meets the definition of "spouse" under federal law. The U.S. Supreme Court has held that same-sex marriages must be permitted under state law and that marriages recognized under state law will be recognized for federal law purposes. Domestic partnerships and civil unions that are not recognized as legal marriages under state law, however, will not be treated as marriages under federal law. Consult a tax adviser for more information on this subject.



Withholding

Taxable distributions under the Contract are generally subject to withholding. Federal income tax withholding rates vary according to the type of distribution and the recipient's tax status.


IRAs and Roth IRAs. Generally, you or, if applicable, a designated Beneficiary may elect not to have tax withheld from distributions. Withholding is mandatory, however, if the distributee fails to provide a valid taxpayer identification number, if we are notified by the IRS that the taxpayer identification number we have on file is incorrect, or if the payment is made outside of the U.S. Regardless of whether you elect to have federal income tax withheld, you are still liable for payment of federal income tax on the taxable portion of the payment.

Non-Resident Aliens. If you or your designated Beneficiary is a non-resident alien, any withholding will generally be 30% based on the individual's citizenship, the country of domicile and tax treaty status.

Assignment and Other Transfers

IRAs and Roth IRAs. The Tax Code does not allow a transfer or assignment of your rights under these Contracts except in limited circumstances. Adverse tax consequences may result if you assign or transfer your interest in the Contract to persons other than your spouse incident to a divorce. Anyone contemplating such an assignment or transfer should contact a tax and/or legal adviser regarding the potential tax effects of such a transaction.


Possible Changes in Taxation

Although the likelihood of changes in tax legislation, regulation, rulings and other interpretation thereof is uncertain, there is always the possibility that the tax treatment of the Contract could change by legislation or other means. It is also possible that any change could be retroactive (i.e., effective before the date of the change). You should consult a tax and/or legal adviser with respect to legislative developments and their effect on the Contract.


Taxation of the Company

We are taxed as a life insurance company under the Tax Code. The Separate Account is not a separate entity from us. Therefore, it is not taxed separately as a "regulated investment company" but is taxed as part of the Company.

We automatically apply investment income and capital gains attributable to the Separate Account to increase reserves under the Contracts. Because of this, under existing federal tax law we believe that any such income and gains will not be taxed. Because we do not expect that we will incur any federal income tax liability attributable to the Separate Account we do not intend to make any provision for such taxes. However, changes in the tax laws and/or in their interpretation may result in our being taxed on income or gains attributable to the Separate Account. In this case we may impose a charge against a separate account (with respect to some , or all , of the Contracts) to set aside provisions to pay such taxes. We may deduct this amount from the Separate Account, including from your Contract value invested in the Subaccounts.

In calculating our corporate income tax liability, we may claim certain corporate income tax benefits associated with the investment company assets, including Separate Account assets, which are treated as Company assets under applicable income tax law. These benefits may reduce our overall corporate income tax liability. Under current law, such benefits include foreign tax credits and corporate dividends received deductions. We do not pass the tax benefits to the holders of the Separate Account because (1) the Contract Owners are not the owners of the assets generating these benefits under applicable income tax law; and (2) we do not currently include Company income taxes in the tax charges you pay under the Contract. We reserve the right to change these tax practices.


OTHER TOPICS

Contract Distribution

General

The Company's subsidiary, Voya Financial Partners, LLC, serves as the principal underwriter for the Contracts. Voya Financial Partners, LLC, a Delaware limited liability company, is registered as a broker-dealer with the SEC. Voya Financial Partners, LLC is also a member of FINRA and the Securities Investor Protection Corporation. Voya Financial Partners, LLC's principal office is located at One Orange Way, Windsor, CT 06095-4774.

We sold the Contract through licensed insurance agents who are/were registered representatives of broker-dealers that entered into selling agreements with Voya Financial Partners, LLC. We refer to these broker-dealers as "distributors." Voya Financial Advisors, Inc. is a distributor affiliated with the Company that has entered into a selling agreement with Voya Financial Partners, LLC for the sale of our variable annuity contracts.

Registered representatives of distributors who solicited sales of the Contract typically receive a portion of the compensation paid to the distributor in the form of commissions or other compensation, depending upon the agreement between the distributor and the registered representative. This compensation, as well as other incentives or payments, is not paid directly by Contract Holders or the Separate Account, but instead is paid by us through Voya Financial Partners, LLC. We intend to recoup this compensation and other sales expenses paid to distributors through fees and charges imposed under the Contract.

Compensation Arrangements. Registered representatives who offered and sold the Contract may be paid a commission. The commissions paid range up to 7.0% of all amounts contributed to a Contract. The Company may also pay asset-based service fees ranging up to 0.50%.

Individual registered representatives may receive all or a portion of compensation paid to their distributor, depending upon the firm's practices. Commissions and annual payments, when combined, could exceed 7.0% of total Purchase Payments. To the extent permitted by SEC and FINRA rules and other applicable laws and regulations, we may also pay or allow other promotional incentives or payments in the form of cash payments or other compensation to distributors, which may require the registered representative to attain a certain threshold of sales of Company products. These other promotional incentives or payments may not be offered to all distributors, and may be limited only to Voya Financial Advisors, Inc. and other distributors affiliated with the Company.

We may also enter into special compensation arrangements with certain distributors based on those firms' aggregate sales of the Contract or other criteria. These arrangements may include commission specials, in which additional commissions may be paid in connection with Purchase Payments received for a limited time period, within the maximum commission rate noted above. These special compensation arrangements will not be offered to all distributors, and the terms of such arrangements may differ among distributors based on various factors. These special compensation arrangements may also be limited only to Voya Financial Advisors, Inc. and other distributors affiliated with the Company. Any such compensation payable to a distributor will not result in any additional direct charge to you by us.

Some personnel may receive various types of non-cash compensation as special sales incentives, including trips, and we may also pay for some personnel to attend educational and/or business seminars. Any such compensation will be paid in accordance with SEC and FINRA rules. Employees of the Company or its affiliates (including wholesaling employees) may receive more compensation when Funds advised by the Company or its affiliates ("affiliated funds") are selected by a Contract Holder than when unaffiliated Funds are selected. Additionally, management personnel of the Company, and of its affiliated broker-dealers, may receive additional compensation if the overall amount of investments in Funds advised by the Company or its affiliates meets certain target levels or increases over time. Compensation for certain management personnel, including sales management personnel, may be enhanced if the overall amount of investments in the Contract and other products issued or advised by the Company or its affiliates increases over time. Certain management personnel may also receive compensation that is a specific percentage of the commissions paid to distributors or of Purchase Payments received under the Contract.

In addition to direct cash compensation for sales of the Contract described above, through Voya Financial Partners, LLC, we may also pay distributors additional compensation or reimbursement of expenses for their efforts in selling the Contract to you and other customers. These amounts may include:
•
Marketing/distribution allowances that may be based on the percentages of Purchase Payments received, the aggregate commissions paid and/or the aggregate assets held in relation to certain types of designated insurance products issued by the Company and/or its affiliates during the year;
•
Loans or advances of commissions in anticipation of future receipt of Purchase Payments (a form of lending to registered representatives). These loans may have advantageous terms, such as reduction or elimination of the interest charged on the loan and/or forgiveness of the principal amount of the loan, which may be conditioned on sales;
•
Education and training allowances to facilitate our attendance at certain educational and training meetings to provide information and training about our products. We also hold training programs from time to time at our own expense;
•
Sponsorship payments or reimbursements for distributors to use in sales contests and/or meetings for their registered representatives who sell our products. We do not hold contests based solely on sales of this product;
•
Certain overrides and other benefits that may include cash compensation based on the amount of earned commissions, representative recruiting or other activities that promote the sale of the Contract; and
•
Additional cash or noncash compensation and reimbursements permissible under existing law. This may include, but is not limited to, cash incentives, merchandise, trips, occasional entertainment, meals and tickets to sporting events, client appreciation events, business and educational enhancement items, payment for travel expenses (including meals and lodging) to pre-approved training and education seminars and payment for advertising and sales campaigns.

We pay dealer concessions, wholesaling fees, overrides, bonuses, other allowances and benefits and the costs of all other incentives or training programs from our resources, which include the fees and charges imposed under the Contracts.

The following is a list of the top 25 distributors that, during 202 3 , received the most compensation, in the aggregate, from us in connection with the sale of registered variable annuity contracts issued by the Company, ranked by total dollars received:

1.
LPL Financial Corporation;
14.
American Portfolios Financial Services;
2.
Morgan Stanley Smith Barney LLC;
15.
NYLIFE Securities LLC;
3.
Cetera Advisor Networks LLC;
16.
Cambridge Investment Research Inc.;
4.
Northwestern Mutual Investment Service;
17.
Cetera Advisors LLC;
5.
Osaic Wealth, Inc.;
18.
Cuso Financial Services;
6.
Ameriprise Financial Services, Inc.;
19.
Sagepoint Financial Inc.;
7.
Lincoln Investment Planning Inc;
20.
RBC Capital Markets LLC;
8.
Kestra Investment Services, LLC;
21.
PFS Investments Inc.;
9.
Securities America;
22.
USI Securities Inc.;
10.
Park Avenue Securities, LLC;
23.
Cetera Investment Services LLC;
11.
Woodbury Financial Services Inc.;
24.
Concourse Financial Group Securities; and
12.
Lincoln Financial Advisors Corporation;
25.
Packerland Brokerage Services Inc.
13.
Allstate Financial Services LLC;





















































This is a general discussion of the types and levels of compensation paid by us for the sale of our variable annuity contracts. It is important for you to know that the payment of volume or sales-based compensation to a distributor or registered representative may provide that registered representative a financial incentive to promote our contracts over those of another company, and may also provide a financial incentive to promote one of our contracts over another.

The names of the distributor and the registered representative responsible for your account are stated in your enrollment materials.


Order Processing

In certain circumstances, we may need to correct the pricing associated with an order that has been processed. In such circumstances, we may incur a loss or receive a gain depending upon the price of the Fund when the order was executed and the price of the Fund when the order is corrected. Losses may be covered from our assets and gains that may result from such order correction will be retained by us as additional compensation associated with order processing.


Anti-Money Laundering

In order to protect against the possible misuse of our products in money laundering or terrorist financing, we have adopted an anti-money laundering program satisfying the requirements of the USA PATRIOT Act and other current anti-money laundering laws. Among other things, this program requires us, our agents and customers to comply with certain procedures and standards that will allow us to verify the identity of the sponsoring organization and that contributions and loan repayments are not derived from improper sources.

Under our anti-money laundering program, we may require customers, and/or Beneficiaries to provide sufficient evidence of identification, and we reserve the right to verify any information provided to us by accessing information databases maintained internally or by outside firms.

We may also refuse to accept certain forms of payments or loan repayments (traveler's cheques, for example) or restrict the amount of certain forms of payments or loan repayments. In addition, we may require information as to why a particular form of payment was used (third party checks, for example) and the source of the funds of such payment in order to determine whether or not we will accept it. Use of an unacceptable form of payment may result in us returning the payment to you.

Applicable laws designed to prevent terrorist financing and money laundering might, in certain circumstances, require us to block certain transactions until authorization is received from the appropriate regulator. We may also be required to provide additional information about you and your Contract to government regulators.

Our anti-money laundering program is subject to change without notice to take account of changes in applicable laws or regulations and our ongoing assessment of our exposure to illegal activity.


Unclaimed Property

Every state has some form of unclaimed property laws that impose varying legal and practical obligations on insurers and, indirectly, on Contract Owners, insureds, Beneficiaries and other payees of proceeds. Unclaimed property laws generally provide for escheatment to the state of unclaimed proceeds under various circumstances.

Contract Owners are urged to keep their own, as well as their Beneficiaries' and other payees', information up to date, including full names, postal and electronic media addresses, telephone numbers, dates of birth, and Social Security numbers. Such updates should be communicated to Customer Service.


Cyber s ecurity and Business Continuity Risk

Like others in our industry, we are subject to operational and information security risks resulting from "cyber-attacks", "hacking" or similar illegal or unauthorized intrusions into computer systems and networks. These risks include, among other things, the theft, misuse, corruption and destruction of data maintained online or digitally, denial of service attacks on websites and unauthorized release of confidential customer information. Additionally, our operations support complex transactions and are highly dependent on the proper functioning of information technology and communication systems. Any failure of, disruption to, or gap in the systems and processes necessary to support complex transactions and avoid systems failure, fraud, information security failures, processing errors, loss of data and breaches of regulation caused by cyber-attacks or other similar illegal or unauthorized intrusions may lead to a materially adverse effect on our operations, results, financial condition, and corporate reputation.

In addition, we must commit significant resources to maintain and enhance our existing systems in order to keep pace with applicable regulatory requirements, industry standards and customer preferences. If we fail to maintain secure and well-functioning information systems, we may not be able to rely on information for product pricing, compliance obligations, risk management and underwriting decisions. Although we seek to limit our vulnerability to such risks through technological and other means to maintain the integrity and security of our information systems and data , it is not possible to anticipate or prevent all potential forms of cyber-attack or other similar illegal or unauthorized intrusions or to guarantee our ability to timely detect, remediate, and defend against all such attacks. In addition, due to the sensitive nature of much of the financial and personal information we maintain, we may be at particular risk for targeting.

Cyber-attacks affecting us, any third party administrator, the underlying f unds, intermediaries and other affiliated or third-party service providers may adversely affect us and your a ccount v alue. For instance, cyber-attacks may interfere with our processing of c ontract transactions, including the processing of orders from our website or with the underlying f unds, impact our ability to calculate accumulation unit values , cause the release and possible destruction of confidential customer or business information, impede order processing, subject us and/or our service providers and intermediaries to regulatory fines and financial losses and/or cause reputational damage. Cyber security risks may also affect the issuers of securities in which the underlying f unds invest, which may cause the f unds underlying your c ontract to lose value. There can be no assurance that we or the underlying f unds or our service providers will avoid losses affecting your c ontract that result from cyber-attacks or information security breaches in the future.

We are also exposed to risks related to natural and man-made disasters and catastrophes, any of which could adversely affect our ability to conduct business. A natural or man-made disaster or catastrophe, including a pandemic (such as COVID-19), could affect the ability of our employees or the employees of our service providers to perform their responsibilities. In the event our employees and/or the employees of our service providers are required to work remotely, those remote work arrangements could result in our business operations being less efficient than under normal circumstances and could lead to delays in our processing of contract-related transactions, including orders from owners. Catastrophic events may also negatively affect the computer and other systems on which we rely. There can be no assurance that we, our service providers or the underlying funds will be able to avoid negative impacts associated with natural and man-made disasters and catastrophes.


Payment Delay or Suspension

We reserve the right to suspend or postpone the date of any payment of benefits or values under the following circumstances:
•
On any valuation date when the NYSE is closed (except customary weekend and holiday closings), or when trading on the NYSE is restricted;
•
When an emergency exists as determined by the SEC so that disposal of securities held in the Subaccounts is not reasonably practicable or it is not reasonably practicable to fairly determine the value of the Subaccount's assets; and
•
During any other periods the SEC may by order permit for the protection of Investors.

The conditions under which restricted trading or an emergency exists shall be determined by the rules and regulations of the SEC.

Payment of benefits or values may also be delayed or suspended as required by court order or any regulatory action.


Intent to Confirm Quarterly

Under certain Contracts, we will provide confirmation of scheduled transactions quarterly rather than immediately to the participant.


Legal Proceedings

We are not aware of any pending legal proceedings that are likely to have a material adverse effect upon the Company's ability to meet its obligations under the Contract, Voya Financial Partners, LLC's ability to distribute the Contract or upon the Separate Account.

•
Litigation. Notwithstanding the foregoing, the Company and/or Voya Financial Partners, LLC, is a defendant in a number of litigation matters arising from the conduct of its business, both in the ordinary course and otherwise. In some of these matters, claimants seek to recover very large or indeterminate amounts, including compensatory, punitive, treble and exemplary damages. Certain claims are asserted as class actions. Modern pleading practice in the U.S. permits considerable variation in the assertion of monetary damages and other relief. The variability in pleading requirements and past experience demonstrates that the monetary and other relief that may be requested in a lawsuit or claim oftentimes bears little relevance to the merits or potential value of a claim.
•
Regulatory Matters. As with other financial services companies, the Company and its affiliates, including Voya Financial Partners, LLC, periodically receive informal and formal requests for information from various state and federal governmental agencies and self-regulatory organizations in connection with inquiries and investigations of the products and practices of the Company or the financial services industry. It is the practice of the Company to cooperate fully in these matters.

The outcome of a litigation or regulatory matter and the amount or range of potential loss is difficult to forecast and estimating potential losses requires significant management judgment. It is not possible to predict the ultimate outcome for all pending litigation and regulatory matters and given the large and indeterminate amounts sought and the inherent unpredictability of such matters, it is possible that an adverse outcome in certain litigation or regulatory matters could, from time to time, have a material adverse effect upon the Company's results of operations or cash flows in a particular quarterly or annual period.


Financial Statements

The statements of assets and liabilities, the statements of operations, the statements of changes in net assets and the related notes to financial statements for Variable Annuity Account C and the consolidated financial statements and the related notes to consolidated financial statements for Voya Retirement Insurance and Annuity Company are located in the S AI . To request a free S AI , please contact Customer Service at 1-800-584-6001.


APPENDIX A: FUNDS AVAILABLE UNDER THE CONTRACT

The following is a list of Funds available under the Contract. The Funds available to you may vary based on employer and state approval and participants should refer to their plan documents for a list of available Funds. The Funds available to you are also found online at https://vpx.broadridge.com/getcontract1.asp?dtype=pros&cid=voyavpx&fid=92912K299. You can also request this information at no cost by calling Customer Service at 1-800-584-6001 or by sending an email request to [email protected].

The current expenses and performance information below reflects fee and expenses of the Funds, but do not reflect the other fees and expenses that your Contract may charge. Expenses would be higher and performance would be lower if these other charges were included. Each Fund's past performance is not necessarily an indication of future performance.

INVESTMENT OBJECTIVE
FUND NAME
INVESTMENT ADVISER/SUBADVISER
CURRENT EXPENSES*
AVERAGE ANNUAL TOTAL RETURNS
(as of 12/31/202 3 )
1 Year
5 Years
10 Years
Seeks long-term growth of capital.
AB VPS Relative Value Portfolio (Class (A)**
Investment Adviser: AllianceBernstein, L.P.
0.61%
12.03%
11.85%
9.32%
Seeks to provide a competitive total return through an actively managed portfolio of stocks, bonds and money market instruments which offer income and capital growth opportunity.
Calvert VP SRI Balanced Portfolio (Class I)
Investment Adviser: Calvert Research and Management
0.65%
16.82%
10.27%
7.46%
Seeks long-term capital appreciation.
Fidelity® VIP ContrafundSM Portfolio (Initial Class)
Investment Adviser: Fidelity Management & Research Company LLC ("FMR")
Subadvisers: FMR Investment Management (UK) Limited, Fidelity Management & Research (Hong Kong) Limited and Fidelity Management & Research (Japan) Limited
0.56%
33.45%
16.65%
11.61%




*Operating Expenses reflecting applicable waivers or expense limitations as reported in the Fund's expenses.
**On May 1, 2023, this fund will change its name to AB VPS Relative Value Portfolio.
INVESTMENT OBJECTIVE
FUND NAME
INVESTMENT ADVISER/SUBADVISER
CURRENT EXPENSES*
AVERAGE ANNUAL TOTAL RETURNS
(as of 12/31/202 3 )
1 Year
5 Years
10 Years
Seeks reasonable income. Also considers the potential for capital appreciation. Seeks to achieve a yield which exceeds the composite yield on the securities comprising the S&P 500® Index.
Fidelity® VIP Equity-Income PortfolioSM (Initial Class)
Investment Adviser: Fidelity Management & Research Company LLC("FMR")
Subadvisers: FMR Investment Management (UK) Limited, Fidelity Management & Research (Hong Kong) Limited and Fidelity Management & Research (Japan) Limited
0.47%
10.65%
12.30%
8.58%
Seeks to achieve capital appreciation.
Fidelity® VIP Growth Portfolio (Initial Class)
Investment Adviser: Fidelity Management & Research Company LLC("FMR")
Subadvisers: FMR Investment Management (UK) Limited, Fidelity Management & Research (Hong Kong) Limited and Fidelity Management & Research (Japan) Limited
0.58%
36.24%
19.64%
14,80%
Seeks long-term growth of capital.
Fidelity® VIP Overseas Portfolio (Initial Class)
Investment Adviser: Fidelity Management & Research Company LLC ("FMR")
Subadvisers: FMR Investment Management (UK) Limited, Fidelity Management & Research (Hong Kong) Limited, Fidelity Management & Research (Japan) Limited, FIL Investment Advisors, FIL Investment Advisors (UK) and FIL Investments (Japan) Limited
0.73%
20.55%
9.99%
4.91%



*Operating Expenses reflecting applicable waivers or expense limitations as reported in the Fund's expenses.

INVESTMENT OBJECTIVE
FUND NAME
INVESTMENT ADVISER/SUBADVISER
CURRENT EXPENSES*
AVERAGE ANNUAL TOTAL RETURNS
(as of 12/31/202 3 )
1 Year
5 Years
10 Years
Seeks long-term total return. Under normal market conditions, the Fund invests at least 80% of its net assets in investments of small-capitalization companies.
Franklin Small Cap Value VIP Fund9 (Class 2)
Investment Adviser: Franklin Mutual Advisers, LLC
0.92%
12.75%
11.06%
7.04%
A non-diversified Fund that seeks capital growth.
Invesco V.I. American Franchise Fund (Series I)
Investment Adviser: Invesco Advisers, Inc.
0.88%
40.93%
16.16%
11.70%
Seeks long-term growth of capital.
Invesco V.I. Core Equity Fund (Series I)
Investment Adviser: Invesco Advisers, Inc.
0.80%
23.36%
12.95%
7.79%
Seeks total return.
Invesco V.I. Main Street Small Cap Fund® (Series I)
Investment Adviser: Invesco Advisers, Inc.
0.86%
40.93%
16.16%
11.70%
Seeks to deliver long-term growth of capital by investing primarily in stocks of mid-sized U.S. companies.
Lord Abbett Series Fund, Inc. - Mid Cap Stock Portfolio (Class VC)
Investment Adviser: Lord, Abbett & Co. LLC
1.15%
9.43%
2.06%
4.96%
Seeks maximum real return, consistent with preservation of real capital and prudent investment management.
PIMCO Real Return Portfolio (Administrative Class)
Investment Adviser: Pacific Investment Management Company LLC
0.84%
3.67%
3.16%
2.25%
Maximize total return through a combination of income and capital appreciation.
Pioneer High Yield VCT Portfolio (Class I)
Investment Adviser: Amundi Asset Management US, Inc.
0.94%
0.96%
-0.17%
1.84%



*Operating Expenses reflecting applicable waivers or expense limitations as reported in the Fund's expenses.
9The Franklin Small Cap Value VIP Fund is closed to investment by new Investors. Existing retirement plans and individual Investors who have investment in the Subaccount that corresponds to this fund may leave their investment in that Subaccount and may continue to make additional purchases and exchanges.

INVESTMENT OBJECTIVE
FUND NAME
INVESTMENT ADVISER/SUBADVISER
CURRENT EXPENSES*
AVERAGE ANNUAL TOTAL RETURNS
(as of 12/31/202 3 )
1 Year
5 Years
10 Years
Seeks total return consisting of capital appreciation (both realized and unrealized) and current income; the secondary investment objective is long-term capital appreciation.
Voya Balanced Portfolio (Class I)
Investment Adviser: Voya Investments, LLC
Subadviser: Voya Investment Management Co. LLC
0.78%
15.92%
7.98%
5.84%
Seeks to maximize total return through a combination of current income and capital appreciation.
Voya Global Bond Portfolio (Class I)
Investment Adviser: Voya Investments, LLC
Subadviser: Voya Investment Management Co. LLC
0.68%
6.24%
-0.52%
0.66%
Seeks long-term capital growth and current income.
Voya Global High Dividend Low Volatility Portfolio10 (Class I)
Investment Adviser: Voya Investments, LLC
Subadviser: Voya Investment Management Co. LLC
0.60%
6.74%
8.17%
N/A%
Seeks to provide high current return, consistent with preservation of capital and liquidity, through investment in high-quality money market instruments while maintaining a stable share price of $1.00.
Voya Government Money Market Portfolio11 (Class I)
Investment Adviser: Voya Investments, LLC
Subadviser: Voya Investment Management Co. LLC
0.43%
4.77%
1.68%
1.08%
Seeks to maximize total return through investments in a diversified portfolio of common stock and securities convertible into common stocks. It is anticipated that capital appreciation and investment income will both be major factors in achieving total return.
Voya Growth and Income Portfolio (Class I)
Investment Adviser: Voya Investments, LLC
Subadviser: Voya Investment Management Co. LLC
0.67%
27.39%
16.20%
11.30%


INVESTMENT OBJECTIVE
FUND NAME
INVESTMENT ADVISER/SUBADVISER
CURRENT EXPENSES*
AVERAGE ANNUAL TOTAL RETURNS
(as of 12/31/202 3 )
1 Year
5 Years
10 Years
Seeks to provide Investors with a high level of current income and total return.
Voya High Yield Portfolio (Class I)
Investment Adviser: Voya Investments, LLC
Subadviser: Voya Investment Management Co. LLC
0.47%
12.28%
4.87%
4.13%
Seeks to outperform the total return performance of the S&P 500® Index while maintaining a market level of risk.
Voya Index Plus LargeCap Portfolio (Class I)
Investment Adviser: Voya Investments, LLC
Subadviser: Voya Investment Management Co. LLC
0.55%
26.07%
14.74%
11.33%
Seeks to outperform the total return performance of the S&P MidCap 400® Index while maintaining a market level of risk.
Voya Index Plus MidCap Portfolio (Class I)
Investment Adviser: Voya Investments, LLC
Subadviser: Voya Investment Management Co. LLC
0.60%
17.52%
12.10%
8.15%
Seeks to outperform the total return performance of the S&P SmallCap 600® Index while maintaining a market level of risk.
Voya Index Plus SmallCap Portfolio (Class I)
Investment Adviser: Voya Investments, LLC
Subadviser: Voya Investment Management Co. LLC
0.60%
18.21%
10.88%
7.69%
Seeks to maximize total return consistent with reasonable risk. The Portfolio seeks its objective through investments in a diversified portfolio consisting primarily of debt securities. It is anticipated that capital appreciation and investment income will both be major factors in achieving total return.
Voya Intermediate Bond Portfolio (Class I)
Investment Adviser: Voya Investments, LLC
Subadviser: Voya Investment Management Co. LLC
0.55%
7.28%
1.50%
2.34%


INVESTMENT OBJECTIVE
FUND NAME
INVESTMENT ADVISER/SUBADVISER
CURRENT EXPENSES*
AVERAGE ANNUAL TOTAL RETURNS
(as of 12/31/202 3 )
1 Year
5 Years
10 Years
Seeks maximum total return.
Voya International High Dividend Low Volatility Portfolio12 (Class I)
Investment Adviser: Voya Investments, LLC
Subadviser: Voya Investment Management Co., LLC
0.74%
14.87%
6.34%
2.67%
Seeks investment results (before fees and expenses) that correspond to the total return (which includes capital appreciation and income) of a widely accepted international index.
Voya International Index Portfolio (Class I)
Investment Adviser: Voya Investments, LLC
Subadviser: Voya Investment Management Co. LLC
0.46%
17.74%
7.88%
3.99%
A non-diversified Fund that seeks long-term capital growth.
Voya Large Cap Growth Portfolio (Class I)
Investment Adviser: Voya Investments, LLC
Subadviser: Voya Investment Management Co. LLC
0.67%
37.86%
14.76%
12.32%
Seeks long-term growth of capital and current income.
Voya Large Cap Value Portfolio (Class I)
Investment Adviser: Voya Investments, LLC
Subadviser: Voya Investment Management Co. LLC
0.69%
13.73%
13.20%
8.83%
Seeks long-term capital appreciation.
Voya MidCap Opportunities Portfolio (Class I)
Investment Adviser: Voya Investments, LLC
Subadviser: Voya Investment Management Co. LLC
0.75%
23.54%
13.62%
9.91%


INVESTMENT OBJECTIVE
FUND NAME
INVESTMENT ADVISER/SUBADVISER
CURRENT EXPENSES*
AVERAGE ANNUAL TOTAL RETURNS
(as of 12/31/202 3 )
1 Year
5 Years
10 Years
Seeks investment results (before fees and expenses) that correspond to the total return (which includes capital appreciation and income) of the Russell Top 200® Growth Index.
Voya RussellTM Large Cap Growth Index Portfolio (Class I)
Investment Adviser: Voya Investments, LLC
Subadviser: Voya Investment Management Co. LLC
0.43%
45.99%
20.21%
15.52%
Seeks investment results (before fees and expenses) that correspond to the total return (which includes capital appreciation and income) of the Russell Top 200® Value Index.
Voya RussellTM Large Cap Value Index Portfolio (Class I)
Investment Adviser: Voya Investments, LLC
Subadviser: Voya Investment Management Co. LLC
0.34%
10.27%
10.37%
8.09%
Seeks growth of capital primarily through investment in a diversified portfolio of common stock of companies with smaller market capitalizations.
Voya Small Company Portfolio (Class I)
Investment Adviser: Voya Investments, LLC
Subadviser: Voya Investment Management Co. LLC
0.86%
18.00%
9.84%
7.02%
Seeks long-term capital appreciation.
Voya SmallCap Opportunities Portfolio (Class I)
Investment Adviser: Voya Investments, LLC
Subadviser: Voya Investment Management Co. LLC
0.86%
20.93%
9.11%
6.25%



*Operating Expenses reflecting applicable waivers or expense limitations as reported in the Fund's expenses.
10This Fund employs a managed volatility strategy. See "THE INVESTMENT OPTIONS - The Variable Investment Options - Funds with Managed Volatility Strategies" for more information.
11There is no guarantee that the Voya Government Money Market Portfolio Subaccount will have a positive or level return.
*Operating Expenses reflecting applicable waivers or expense limitations as reported in the Fund's expenses.
*Operating Expenses reflecting applicable waivers or expense limitations as reported in the Fund's expenses.
12This Fund employs a managed volatility strategy. See "THE INVESTMENT OPTIONS - The Variable Investment Options - Funds with Managed Volatility Strategies" for more information.
*Operating Expenses reflecting applicable waivers or expense limitations as reported in the Fund's expenses.

INVESTMENT OBJECTIVE
FUND NAME
INVESTMENT ADVISER/SUBADVISER
CURRENT EXPENSES*
AVERAGE ANNUAL TOTAL RETURNS
(as of 12/31/202 3 )
1 Year
5 Years
10 Years
Until the day prior to its Target Date, the Portfolio seeks to provide total return consistent with an asset allocation targeted at retirement in approximately 2025. On the Target Date, the Portfolio's investment objective will be to seek to provide a combination of total return and stability of principal consistent with an asset allocation
targeted to retirement.
Voya Solution 2025 Portfolio13 (Class S)
Investment Adviser: Voya Investments, LLC
Subadviser: Voya Investment Management Co. LLC
0.97%
13.68%
6.85%
5.39%
Until the day prior to its Target Date, the Portfolio seeks to provide total return consistent with an asset allocation targeted at retirement in approximately 2035. On the Target Date, the Portfolio's investment objective will be to seek to provide a combination of total return and stability of principal consistent with an asset allocation targeted to retirement.
Voya Solution 2035 Portfolio13 (Class S)
Investment Adviser: Voya Investments, LLC
Subadviser: Voya Investment Management Co. LLC
0.98%
17.64%
8.79%
6.43%
Until the day prior to its Target Date, the Portfolio seeks to provide total return consistent with an asset allocation targeted at retirement in approximately 2045. On the Target Date, the Portfolio's investment objective will be to seek to provide a combination of total return and stability of principal consistent with an asset allocation targeted to retirement.
Voya Solution 2045 Portfolio13 (Class S)
Investment Adviser: Voya Investments, LLC
Subadviser: Voya Investment Management Co. LLC
1.00%
20.09%
10.31%
7.11%



*Operating Expenses reflecting applicable waivers or expense limitations as reported in the Fund's expenses.
13This Fund is structured as a Fund of Funds that invests directly in shares of underlying Funds. See "THE INVESTMENT OPTIONS - The Variable Investment Options - Funds of Funds" for more information.

INVESTMENT OBJECTIVE
FUND NAME
INVESTMENT ADVISER/SUBADVISER
CURRENT EXPENSES*
AVERAGE ANNUAL TOTAL RETURNS
(as of 12/31/202 3 )
1 Year
5 Years
10 Years
Seeks to provide a combination of total return and stability of principal consistent with an asset allocation targeted to retirement.
Voya Solution Income Portfolio14 (Class S)
Investment Adviser: Voya Investments, LLC
Subadviser: Voya Investment Management Co. LLC
0.93%
10.57%
4.83%
4.02%
Seeks to provide total return (i.e., income and capital growth, both realized and unrealized) consistent with preservation of capital.
Voya Strategic Allocation Conservative Portfolio14 (Class I)
Investment Adviser: Voya Investments, LLC
Subadviser: Voya Investment Management Co. LLC
0.71
11.92%
5.29%
4.44%
Seeks to provide capital appreciation.
Voya Strategic Allocation Growth Portfolio14 (Class I)
Investment Adviser: Voya Investments, LLC
Subadviser: Voya Investment Management Co. LLC
0.77%
18.65%
9.55%
6.74%
Seeks to provide total return (i.e., income and capital appreciation, both realized and unrealized).
Voya Strategic Allocation Moderate Portfolio14 (Class I)
Investment Adviser: Voya Investments, LLC
Subadviser: Voya Investment Management Co. LLC
0.75%
16.11%
7.78%
5.87%
Seeks long-term capital growth. Income is a secondary objective.
VY® American Century Small-Mid Cap Value Portfolio (Class S)
Investment Adviser: Voya Investments, LLC
Subadviser: American Century Investment Management, Inc.
1.10%
8.77%
12.07%
8.72%

INVESTMENT OBJECTIVE
FUND NAME
INVESTMENT ADVISER/SUBADVISER
CURRENT EXPENSES*
AVERAGE ANNUAL TOTAL RETURNS
(as of 12/31/202 3 )
1 Year
5 Years
10 Years
Seeks capital appreciation.
VY® Baron Growth Portfolio (Class S)
Investment Adviser: Voya Investments, LLC
Subadviser: BAMCO, Inc.
1.25%
14.80%
14.26%
9.84%
Seeks high total return consisting of capital appreciation and current income.
VY® CBRE Global Real Estate Portfolio (Class I)
Investment Adviser: Voya Investments, LLC
Subadviser: CBRE Clarion Securities LLC
0.90%
12.59%
6.17%
4.48%
Seeks total return including capital appreciation and current income.
VY® CBRE Real Estate Portfolio (Class S)
Investment Adviser: Voya Investments, LLC
Subadviser: CBRE Clarion Securities LLC
1.00%
14.04%
8.62%
7.43%
Seeks total return consisting of long-term capital appreciation and current income.
VY® Columbia Contrarian Core Portfolio (Class S)
Investment Adviser: Voya Investments, LLC
Subadviser: Columbia Management Investment Advisers, LLC
0.96%
31.76%
16.51%
11.58%
Seeks capital growth and income.
VY® Invesco Comstock Portfolio (Class S)
Investment Adviser: Voya Investments, LLC
Subadviser: Invesco Advisers, Inc.
0.95%
12.03%
13.26%
8.79%
Seeks total return consisting of long-term capital appreciation and current income.
VY® Invesco Equity and Income Portfolio (Class I)
Investment Adviser: Voya Investments, LLC
Subadviser: Invesco Advisers, Inc.
0.64%
10.25%
9.84%
7.04%



*Operating Expenses reflecting applicable waivers or expense limitations as reported in the Fund's expenses.
14This Fund is structured as a Fund of Funds that invests directly in shares of underlying Funds. See "THE INVESTMENT OPTIONS - The Variable Investment Options - Funds of Funds" for more information.
*Operating Expenses reflecting applicable waivers or expense limitations as reported in the Fund's expenses.

INVESTMENT OBJECTIVE
FUND NAME
INVESTMENT ADVISER/SUBADVISER
CURRENT EXPENSES*
AVERAGE ANNUAL TOTAL RETURNS
(as of 12/31/202 3 )
1 Year
5 Years
10 Years
Seeks capital appreciation.
Voya Global Insights Portfolio (Class I)
Investment Adviser: Voya Investments, LLC
Subadviser: Voya Investment Management Co. LLC
0.75%
32.69%
11.91%
8.30%
Seeks growth from capital appreciation.
VY® JPMorgan Mid Cap Value Portfolio15 (Class S)
Investment Adviser: Voya Investments, LLC
Subadviser: J.P. Morgan Investment Management Inc.
1.10%
10.54%
10.61%
7.77%
Seeks long-term capital appreciation.
VY® T. Rowe Price Diversified Mid Cap Growth Portfolio (Class I)
Investment Adviser: Voya Investments, LLC
Subadviser: T. Rowe Price Associates, Inc.
0.80%
20.96%
13.50%
10.80%
Seeks a high level of dividend income as well as long-term growth of capital primarily through investments in stocks.
VY® T. Rowe Price Equity Income Portfolio (Class S)
Investment Adviser: Voya Investments, LLC
Subadviser: T. Rowe Price Associates, Inc.
0.86%
9.33%
11.04%
7.77%
A non-diversified Fund that seeks long-term growth through investments in stocks.
VY® T. Rowe Price Growth Equity Portfolio (Class I)
Investment Adviser: Voya Investments, LLC
Subadviser: T. Rowe Price Associates, Inc.
0.71%
46.89%
13.37%
11.70%


INVESTMENT OBJECTIVE
FUND NAME
INVESTMENT ADVISER/SUBADVISER
CURRENT EXPENSES*
AVERAGE ANNUAL TOTAL RETURNS
(as of 12/31/202 3 )
1 Year
5 Years
10 Years
Seeks long-term capital appreciation.
Wanger Acorn**
Investment Adviser: Columbia Wanger Asset Management, LLC
0.95%
21.74%
7.51%
7.20%





*Operating Expenses reflecting applicable waivers or expense limitations as reported in the Fund's expenses.
** Effective December 1, 2023, the VY ® Invesco Global Portfolio changed its name to Voya Global Insights Portfolio
*** Effective December 1, 2023, Invesco Advisors, Inc. was replaced as subadviser for the Voya Global Insights Portfolio with Voya Investment Management Co. LLC.
15VY® JPMorgan Mid Cap Value Portfolio is only available to plans offering the Fund prior to the close of business on February 7, 2014.
*Operating Expenses are reflecting applicable waivers or expense limitations as reported in the Fund's expenses.
**Effective April 21, 2023, Wanger Select reorganized with and merged into Wanger Acorn.
APPENDIX B: GUARANTEED ACCUMULATION ACCOUNT
For Contracts issued on or after April 1, 2004, subject to regulatory approval of the Contract.

The Guaranteed Accumulation Account is a Fixed Interest Option that may be available during the Accumulation Phase under the Contracts. Amounts allocated to the Guaranteed Accumulation Account will be deposited in a nonunitized separate account established by the Company. This appendix is only a summary of certain facts about the Guaranteed Accumulation Account and does not include elements of the Guaranteed Accumulation Account that do not apply to the Contracts offered through this prospectus. Please read the Guaranteed Accumulation Account prospectus (333-266021) before investing in this option. You may obtain a copy of the Guaranteed Accumulation Account prospectus by contacting Customer Service at 1-800-584-6001. The Guaranteed Accumulation Account may not be available in all Contracts or states, and if permitted under the Contract we may close or restrict the Guaranteed Accumulation Account to current or future investment.

The Guaranteed Accumulation Account was not available for investment in the states of Maryland and Washington.

General Disclosure. Amounts that you invest in the Guaranteed Accumulation Account will earn a guaranteed interest rate if amounts are left in the Guaranteed Accumulation Account for the specified period of time. If you withdraw or transfer those amounts before the specified period of time has elapsed, we may apply a "market value adjustment," which may be positive or negative.

When you decide to invest money in the Guaranteed Accumulation Account, you will want to contact your local representative or the Company to learn:
•
The interest rate we will apply to the amounts that you invest in the Guaranteed Accumulation Account. We change this rate periodically, so be certain you know what rate we guarantee on the day your account dollars are invested into the Guaranteed Accumulation Account.
•
The period of time your account dollars need to remain in the Guaranteed Accumulation Account in order to earn that rate. You are required to leave your account dollars in the Guaranteed Accumulation Account for a specified period of time ("Guaranteed Term"), in order to earn the guaranteed interest rate.

Deposit Periods. A Deposit Period is the time during which we offer a specific interest rate if you deposit dollars for a certain Guaranteed Term. For a particular interest rate and Guaranteed Term to apply to your account dollars, you must invest them during the Deposit Period during which that rate and term are offered.

Interest Rates. We guarantee different interest rates, depending upon when account dollars are invested in the Guaranteed Accumulation Account. The interest rate we guarantee is an annual effective yield; that means that the rate reflects a full year's interest. We credit interest daily at a rate that will provide the guaranteed annual effective yield over one year. The guaranteed interest rate will never be less than the rate stated in the Contract.

Our guaranteed interest rates are influenced by, but do not necessarily correspond to, interest rates available on fixed income investments we may buy using deposits directed to the Guaranteed Accumulation Account. We consider other factors when determining guaranteed interest rates including regulatory and tax requirements, sales commissions and administrative expenses borne by the Company, general economic trends and competitive factors. We make the final determination regarding guaranteed interest rates. We cannot predict the level of future guaranteed interest rates.

Fees and Other Deductions. If all or a portion of your Account Value in the Guaranteed Accumulation Account is withdrawn, you may incur the following:
•
Market Value Adjustment ("MVA") as described in this appendix and in the Guaranteed Accumulation Account prospectus;
•
Tax Penalties and/or Tax withholding - See "FEDERAL TAX CONSIDERATIONS";
•
Early Withdrawal Charge - See "CHARGES AND FEES"; and/or
•
Maintenance Fee - See "CHARGES AND FEES."


We do not make deductions from amounts in the Guaranteed Accumulation Account to cover mortality and expense risks. Rather, we consider these risks when determining the credited rate.

Market Value Adjustment. If you withdraw or transfer your Account Value from the Guaranteed Accumulation Account before the Guaranteed Term is completed, an MVA may apply. The MVA reflects the change in the value of the investment due to changes in interest rates since the date of deposit. The MVA may be positive or negative. Generally:
•
If interest rates at the time of withdrawal have increased since the date of deposit, the value of the investment decreases and the MVA will be negative. This could result in your receiving less than the amount you paid into the Guaranteed Accumulation Account; or
•
If interest rates at the time of withdrawal have decreased since the date of deposit, the value of the investment increases and the MVA will be positive.

See your Guaranteed Accumulation Account prospectus for further details.

Guaranteed Terms. The Guaranteed Term is the period of time account dollars must be left in the Guaranteed Accumulation Account in order to earn the guaranteed interest rate specified for that Guaranteed Term. We offer different Guaranteed Terms at different times. Check with your sales representative or Customer Service to learn the details about the Guaranteed Term(s) currently being offered.

In general we offer the following Guaranteed Terms:
•
Short-term - three years or less; and
•
Long-term - ten years or less, but greater than three years.

At the end of a Guaranteed Term, you may:
•
Transfer dollars to a new Guaranteed Term, if available;
•
Transfer dollars to other available investment options; or
•
Withdraw dollars.

Deductions may apply to withdrawals. See "Fees and Other Deductions" in this Appendix.

Transfer of Account Dollars. Generally, account dollars invested in the Guaranteed Accumulation Account may be transferred among Guaranteed Terms offered through the Guaranteed Accumulation Account and/or to other investment options offered through the Contract. However, transfers may not be made during the Deposit Period in which your account dollars are invested in the Guaranteed Accumulation Account or for 90 days after the close of that Deposit Period. We will apply an MVA to transfers made before the end of a Guaranteed Term.

Income Phase. The Guaranteed Accumulation Account cannot be used as an investment option during the Income Phase; however, by contacting Customer Service at least 30 days in advance, you may elect to transfer your Guaranteed Accumulation Account dollars to any of the Subaccounts available during the Income Phase.

Reinvesting Amounts Withdrawn from the Guaranteed Accumulation Account. If amounts are withdrawn from the Guaranteed Accumulation Account and then reinvested in the Guaranteed Accumulation Account, we will apply the reinvested amount to the current Deposit Period. This means that the guaranteed annual interest rate and Guaranteed Terms available on the date of reinvestment will apply. Amounts will be reinvested proportionately in the same way as they were allocated before withdrawal. Your Account Value will not be credited for any negative MVA that was deducted at the time of withdrawal and any taxes that were withheld may also not be refunded, unless required by law.



The Company has filed a registration statement (including a prospectus) with the SEC for the offering to which this appendix relates. Before you invest, you should read the prospectus in that registration statement and other documents the Company has filed with the SEC for more complete information about the Company and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the Company will arrange to send you the prospectus if you request it by contacting Customer Service. The number assigned to the registration statement for this offering is 333-266021.



APPENDIX C: GUARANTEED INTEREST ACCOUNT
Offered under 1992 and 1994 contracts only, subject to regulatory approval.

The Guaranteed Interest Account is an investment option that may be available during the Accumulation Phase. The amounts allocated to the Guaranteed Interest Account are held in a nonunitized separate account of the Company, as described below. All guarantees and benefits provided under the Contracts that are not related to the Separate Account are subject to the claims paying ability and financial strength of the Company and our General Account.

General Disclosure. Interests in the Guaranteed Interest Account have not been registered with the SEC in reliance on exemptions under the Securities Act of 1933, as amended. Disclosure in this prospectus regarding the Guaranteed Interest Account, may, however, be subject to certain generally applicable provisions of the federal securities laws relating to the accuracy and completeness of such statements. The Guaranteed Interest Account is not registered as an investment company under the 1940 Act.

Overview. Amounts that you invest in the Guaranteed Interest Account will earn a guaranteed interest rate if amounts are left in the Guaranteed Interest Account for the specified period of time. Interest is credited daily at a rate that will provide the guaranteed effective yield by the end of the stated period of time. If amounts are withdrawn or transferred before the end of a stated period of time (except if pursuant to the Company's termination of the Contract, see "THE CONTRACT - Contract Provisions andLimitations - Involuntary Terminations"), we will pay a reduced rate of interest, but never less than the minimum stated in the Contract.

During a stated period, you may apply all or a portion of your Account Value to any or all available Guaranteed Terms within the short-term and long-term classifications.
•
Short-Term Classification - three years or less; and
•
Long-Term Classification - ten years or less, but greater than three years.

As a Guaranteed Term matures, assets accumulating under the Guaranteed Interest Account may be (1) transferred to a new Guaranteed Term; (2) transferred to the other available investment options; or (3) withdrawn. Amounts withdrawn may be subject to an early withdrawal charge and/or tax liabilities.

Allocations to a Nonunitized Separate Account of the Company. Amounts allocated to both long-term and short-term classifications of the Guaranteed Interest Account will be deposited in a nonunitized separate account. To the extent provided in the Contract, the assets of the nonunitized separate account are not chargeable with liabilities resulting from any other business of the Company. Income, gains and losses of the nonunitized separate account are credited to or charged against the nonunitized separate account without regard to other income, gains or losses of the Company.

Mortality and Expense Risk Charge. We make no deductions from the credited interest rate for mortality and expense risks; these risks are considered in determining the credited interest rate.

Transfers. Transfers are permitted from Guaranteed Terms of one classification to available Guaranteed Terms of another classification. We will apply a reduced rate of interest to amounts transferred prior to the end of a Guaranteed Term. Transfers of the Guaranteed Interest Account values due to a maturity are not subject to a reduced rate of interest.

Income Phase. By notifying us at least 30 days before Income Phase payments begin, you may elect to have amounts that have been accumulating under the Guaranteed Interest Account transferred to one or more of the Subaccounts currently available during the Income Phase to provide variable Income Phase payments. The Guaranteed Interest Account cannot be used as an investment option during the Income Phase.

Reinvestment Privilege. Any amounts reinvested in the Guaranteed Interest Account will be applied to the current deposit period. Amounts are proportionately reinvested to the classifications in the same manner as they were allocated before the withdrawal.


APPENDIX D: FIXED ACCOUNT

The Fixed Account is an investment option that may be available during the Accumulation Phase under the Contracts. The amounts allocated to the Fixed Account are held in the Company's General Account, which supports insurance and annuity obligations. All guarantees and benefits provided under the Contracts that are not related to the Separate Account are subject to the claims paying ability and financial strength of the Company and our General Account. Under some Contracts, this option is available to installment purchase plans only.

Additional information about this option may be found in the Contract.

General Disclosure. Interests in the Fixed Account have not been registered with the SEC in reliance upon exemptions under the Securities Act of 1933, as amended. Disclosure in this prospectus regarding the Fixed Account is subject to certain generally applicable provisions of the federal securities laws relating to the accuracy and completeness of the statements. The Fixed Account is not registered as an investment company under the 1940 Act.

Interest Rates. The Fixed Account guarantees that amounts allocated to this option will earn the minimum interest rate specified in the Contract. We may credit a higher interest rate from time to time, but the rate we credit will never fall below the guaranteed minimum specified in the contract. We may credit interest at a current rate that may be higher than the guaranteed minimum interest rate and the current rate may be changed at any time, except that we will not apply a decrease to the current rate following a rate change initiated solely by us prior to the last day of the three-month period measured from the first day of the month in which such change was effective. Among other factors, the safety of the interest rate guarantee depends upon the claims-paying ability of the Company. Amounts applied to the Fixed Account will earn the interest rate in effect at the time money is applied. Amounts in the Fixed Account will reflect a compound interest rate as credited by us. The rate we quote is an annual effective yield. For information about current interest rates, please contact Customer Service at 1-800-584-6001.

Our determination of credited interest rates reflects a number of factors, which may include mortality and expense risks, interest rate guarantees, the investment income earned on invested assets and the amortization of any capital gains and/or losses realized on the sale of invested assets. Under this option, we assume the risk of investment gain or loss by guaranteeing the amounts you allocate to this option and promising a minimum interest rate and Income Phase payment.

Withdrawals. Under certain emergency conditions, we may defer payment of any withdrawal for a period of up to six months or as provided by applicable federal or state law. Additionally, if allowed by state law, we may pay withdrawals in equal payments with interest, over a period not to exceed 60 months when:
•
The Fixed Account withdrawal value exceeds $100,000 ($250,000 for 1992 Contracts) on the day before the withdrawal; and
•
The sum of the current Fixed Account withdrawal and total of all Fixed Account withdrawals within the past 12 calendar months exceeds 20% of the amount in the Fixed Account on the day before the current withdrawal.

During the payment period, the interest rate credited to amounts held in the Fixed Account will be determined in the manner set forth in the Contract. In no event will the interest rate be less than the guaranteed minimum stated in the Contract.

Charges. We do not make deductions from amounts in the Fixed Account to cover mortality and expense risks. We consider these risks when determining the credited rate. If you make a withdrawal from amounts in the Fixed Account, an early withdrawal charge may apply. See "CHARGES AND FEES - Transaction Fees - Early Withdrawal Charge."

Transfers. During the Accumulation Phase, you may transfer account dollars from the Fixed Account to any other available investment option. We may vary the dollar amount that you are allowed to transfer, but it will never be less than 10% of your Account Value held in the Fixed Account. Under certain Contracts, the 10% minimum is assessed on the Account Value as of January 1 of a calendar year.


Additionally, your Account Value remaining in the Fixed Account may be transferred in its entirety to any other investment option if one of the following applies:
•
Your Account Value in the Fixed Account is $2,000 or less; or
•
You transferred the maximum amount allowed from the Fixed Account in the last four consecutive calendar years and no additional payments have been allocated to the Fixed Account during that same time period.

Income Phase. By notifying us at least 30 days before Income Phase payments begin, you may elect to have amounts transferred to one or more of the Subaccounts available during the Income phase to provide variable payments. The Fixed Account is not available as an investment option during the Income Phase.


HOW TO GET MORE INFORMATION

The SAI includes additional information about the Contract and the Separate Account, and is incorporated by reference into this prospectus. The SAI can be found online at https://vpx.broadridge.com/getcontract1.asp?dtype=sai&cid=voyavpx&fid=92912K299 or available without charge, upon request, by calling us toll-free at 1-800-584-6001 or by sending an email request to [email protected]. You also can request other information and make other inquiries by calling that toll-free number.

Copies of this information may be obtained, upon payment of a duplicating fee, by electronic request at the following email address: [email protected].









































EDGAR Contract Identifier: C000008333

PART B
INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION


VARIABLE ANNUITY ACCOUNT C
of
VOYA RETIREMENT INSURANCE AND ANNUITY COMPANY

Statement of Additional Information Dated May 1, 202 4

VOYA PENSION IRA
issued to
Individual Deferred Fixed or Variable Annuity Contract for
Individual Retirement Annuities under Section 408(b),
Roth Individual Retirement Annuities under Section 408A and
Simplified Employee Pension Plans under Section 408(k)


This Statement of Additional Information ("SAI"), is not a prospectus and should be read in conjunction with the prospectus dated May 1, 202 4 for the Voya Retirement Insurance and Annuity Company Contract referenced above. The prospectus sets forth information that a prospective Investor ought to know before investing. You may obtain a free copy of the Prospectus, by either contacting Customer Service at Defined Contract Administration, P.O. Box 990063, Windsor, CT 06199-0063, 1-800-584-6001.

Terms used in this S AI shall have the same meaning as in the prospectus.


TABLE OF CONTENTS

Page
GENERAL INFORMATION AND HISTORY
2
VARIABLE ANNUITY ACCOUNT C
2
SERVICES
3
PRINCIPAL UNDERWRITER
3
PERFORMANCE REPORTING
3
INCOME PHASE PAYMENTS
4
FINANCIAL STATEMENTS
6


GENERAL INFORMATION AND HISTORY

The Company issues the Contract described in the prospectus and is responsible for providing the Contract's insurance and annuity benefits. All guarantees and benefits provided under the Contract that are not related to the Separate Account are subject to the claims paying ability of the Company and our General Account. We are a stock life insurance company organized under the insurance laws of the State of Connecticut in 1976. Prior to January 1, 2002, the Company was known as Aetna Life Insurance and Annuity Company. From January 1, 2002, until August 31, 2014, the Company was known as ING Life Insurance and Annuity Company.

We are an indirect, wholly owned subsidiary of Voya Financial, Inc. ("Voya"), which until April 7, 2014, was known as ING U.S., Inc. In May, 2013, the common stock of Voya began trading on the New York Stock Exchange under the symbol "VOYA."

The Company serves as the depositor for the Separate Account.

Other than the mortality and expense risk charge and administrative expense charge described in the prospectus, all expenses incurred in the operations of the Separate Account are borne by the Company. However, the Company does receive compensation for certain administrative or distribution costs from the Funds or affiliates of the Funds used as funding options under the Contract. (See "CHARGES AND FEES" in the prospectus.)

The assets of the Separate Account are held by the Company. The Separate Account has no custodian. However, the Funds in whose shares the assets of the Separate Account are invested each have custodians, as discussed in their respective prospectuses.

From this point forward, the term "Contract(s)" refers only to those offered through the prospectus.


VARIABLE ANNUITY ACCOUNT C
(THE "SEPARATE ACCOUNT")

We established Variable Annuity Account C under Connecticut law in 1976 as a continuation of the separate account established in 1974 under Arkansas law by Aetna Variable Annuity Life Insurance Company. The Separate Account was established by the Company for the purpose of funding variable annuity contracts issued by the Company. It is registered with the Securities and Exchange Commission ("SEC") as a unit investment trust under the 1940 Act , as amended. Although we hold title to the assets of Variable Annuity Account C, such assets are not chargeable with the liabilities of any other business that we conduct. Income, gains or losses, whether or not realized, of the Separate Account are credited to or charged against the assets of the Separate Account without regard to other income, gains or losses of the Company. All obligations arising under the Contracts are obligations of the Company. All guarantees and benefits provided under the Contracts that are not related to the Separate Account are subject to the claims paying ability of the Company and our General Account.

The Separate Account is divided into Subaccounts. Purchase Payments to accounts under the Contract may be allocated to one or more of the Subaccounts. Each Subaccount invests in the shares of only one of the Funds offered under the Contract. We may make additions to, deletions from or substitutions of available investment options as permitted by law and subject to the conditions of the Contract. The availability of the Funds is subject to applicable regulatory authorization. Not all Funds are available in all jurisdictions, under all Contracts or under all plans.



SERVICES

Experts

The statements of assets and liabilities of Variable Annuity Account C as of December 31, 202 3 , and the related statements of operations and changes in net assets for the periods disclosed in the financial statements, and the consolidated financial statements of the Company as of December 31, 202 3 and 202 2 , and for each of the three years in the period ended December 31, 202 3 , included in the S AI , have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon appearing elsewhere herein, and are included in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

The primary business address of Ernst & Young LLP is The Frost Tower, Suite 1901, 111 West Houston Street, San Antonio, TX 78205.


PRINCIPAL UNDERWRITER

The Company's subsidiary, Voya Financial Partners, LLC, serves as the principal underwriter for Contracts. Voya Financial Partners, LLC, a Delaware limited liability company, is registered as a broker-dealer with the SEC. Voya Financial Partners, LLC is also a member of the Financial Industry Regulatory Authority and the Securities Investor Protection Corporation. Voya Financial Partners, LLC's principal office is located at One Orange Way, Windsor, CT 06095-477d. The Contracts was distributed through life insurance agents licensed to sell variable annuities who are registered representatives of Voya Financial Partners, LLC or of other registered broker-dealers who have entered into sales arrangements with Voya Financial Partners, LLC. The offering of the Contracts is continuous. A description of the manner in which the Contract was purchased may be found in the prospectus under the section entitled "CONTRACT PURCHASE AND PARTICIPATION."

Compensation paid to the principal underwriter, Voya Financial Partners, LLC, for the years ending December 31, 202 3 , 202 2 and 202 1 amounted to $ 64,233,435.52, $ 67,485,611.11 and $911,844.28, respectively. These amounts reflect 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 the Company.


PERFORMANCE REPORTING

We may advertise different types of historical performance for the Subaccounts including:
•
Standardized average annual total returns; and
•
Non-standardized average annual total returns.

We may also advertise certain ratings, rankings or other information related to the Company, the Subaccounts or the Funds.


Standardized Average Annual Total Returns

We calculate standardized average annual total returns according to a formula prescribed by the SEC. This shows the percentage return applicable to $1,000 invested in the Subaccounts over the most recent month-end, one, five and ten-year periods. If the investment option was not available for the full period, we give a history from the date money was first received in that option under the Separate Account or from the date the Fund was first available under the Separate Account. As an alternative to providing the most recent month-end performance, we may provide a phone number, website or both where these returns may be obtained.


We include all recurring charges during each period (e.g., mortality and expense risk charges, annual maintenance fees, administrative expense charges, if any, and any applicable early withdrawal charges).


Non-Standardized Average Annual Total Returns

We calculate non-standardized average annual total returns in a similar manner as that stated above, except we may include returns that do not reflect the deduction of any applicable early withdrawal charge. Some non-standardized returns may also exclude the effect of an annual maintenance fee. If we reflected these charges in the calculation, they would decrease the level of performance reflected by the calculation. Non-standardized returns may also include performance from the Fund's inception date, if that date is earlier than the one we use for standardized returns.


INCOME PHASE PAYMENTS

When you begin receiving payments under the Contract during the Income Phase (see "INCOME PHASE" in the prospectus), the value of your account is determined using Accumulation Unit Values as of the tenth valuation before the first Income Phase payment is due. Such value (less any applicable premium tax charge) is applied to provide Income Phase payments to you in accordance with the payment option and investment options elected.

The annuity option tables found in the Contract show, for each option, the amount of the first Income Phase payment for each $1,000 of value applied. When you select variable income payments, your Account Value purchases Annuity Units ("Annuity Units") of the Separate Account Subaccounts corresponding to the Funds you select. The number of Annuity Units purchased is based on your Account Value and the value of each Annuity Unit on the day the Annuity Units are purchased. Thereafter, variable payments fluctuate as the Annuity Unit value(s) fluctuates with the investment experience of the selected investment option(s). The first Income Phase payment and subsequent Income Phase payments also vary depending on the assumed net investment rate selected (3.5% or 5% per annum). Selection of a 5% rate causes a higher first Income Phase payment, but Income Phase payments will increase thereafter only to the extent that the net investment rate increases by more than 5% on an annual basis.

Income Phase payments would decline if the rate failed to increase by 5%. Use of the 3.5% assumed rate causes a lower first Income Phase payment, but subsequent Income Phase payments would increase more rapidly or decline more slowly as changes occur in the net investment rate.

When the Income Phase begins, the Annuitant is credited with a fixed number of Annuity Units (which does not change thereafter) in each of the designated investment options. This number is calculated by dividing (a) by (b), where (a) is the amount of the first Income Phase payment based upon a particular investment option, and (b) is the then current Annuity Unit value for that investment option. As noted, Annuity Unit values fluctuate from one valuation to the next (see "THE CONTRACT - The Account Value" in the prospectus); such fluctuations reflect changes in the net investment factor for the appropriate Subaccount(s) (with a ten day valuation lag which gives the Company time to process payments) and a mathematical adjustment which offsets the assumed net investment rate of 3.5% or 5% per annum.

The operation of all these factors can be illustrated by the following hypothetical example. These procedures will be performed separately for the investment options selected during the Income Phase.


Example:

Assume that, at the date Income Phase payments are to begin, there are 3,000 Accumulation Units credited under a particular Contract or account and that the value of an Accumulation Unit for the tenth valuation prior to retirement was $13.650000. This produces a total value of $40,950.


Assume also that no premium tax charge is payable and that the annuity option table in the Contract provides, for the Income Phase payment option elected, a first monthly variable Income Phase payment of $6.68 per $1000 of value applied; the Annuitant's first monthly Income Phase payment would thus be 40.950 multiplied by $6.68, or $273.55.

Assume then that the value of an Annuity Unit upon the valuation on which the first Income Phase payment was due was $13.400000. When this value is divided into the first monthly Income Phase payment, the number of Annuity Units is determined to be 20.414. The value of this number of Annuity Units will be paid in each subsequent month.

Suppose there were 30 days between the initial and second payment valuation dates. If the net investment factor with respect to the appropriate Subaccount is 1.0032737 as of the tenth valuation preceding the due date of the second monthly Income Phase payment, multiplying this factor by .9971779* = .9999058^30 (to take into account 30 days of the assumed net investment rate of 3.5% per annum built into the number of Annuity Units determined above) produces a result of 1.000442. This is then multiplied by the Annuity Unit value for the prior valuation ($13.400000 from above) to produce an Annuity Unit value of $13.405928 for the valuation occurring when the second Income Phase payment is due.

The second monthly Income Phase payment is then determined by multiplying the number of Annuity Units by the current Annuity Unit value, or 20.414 times $13.405928, which produces a payment of $273.67.



*
If an assumed net investment rate of 5% is elected, the appropriate factor to take into account such assumed rate would be .9959968 = .9998663^30.

FINANCIAL STATEMENTS

Included in this 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, 202 3
>
Statements of Operations for the year ended December 31, 202 3
>
Statements of Changes in Net Assets for the years ended December 31, 202 3 and 202 2
>
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, 202 3 and 202 2
>
Consolidated Statements of Operations for the years ended December 31, 202 3 , 202 2 and 202 1
>
Consolidated Statements of Comprehensive Income for the years ended December 31, 202 3 , 202 2 and 202 1
>
Consolidated Statements of Changes in Shareholder's Equity for the years ended December 31, 202 3 , 202 2 and 202 1
>
Consolidated Statements of Cash Flows for the years ended December 31, 202 3 , 202 2 and 202 1
>
Notes to Consolidated Financial Statements


PART C
OTHER INFORMATION

Item 27. Exhibits

(a)
(b)
Not applicable
(c)
(1)
(2)
(d)
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
(11)


(12)
(13)
(14)
(15)
(16)
(17)
(18)
(19)
(20)
(21)
(22)
(e)
(f)
(1)
(2)
(g)
Not applicable
(h)
(1)
(2)


(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
(11)


(12)
(13)
(14)
(15)
(16)
(17)
(18)
(19)
(20)
(21)


(22)
(23)
(24)
(25)
(26)
(27)
(28)
(29)


(30)
(31)
(32)
(33)
(34)
(i)
Not applicable
(j)
(1)
(2)
(3)
(4)

(5)
(6)
(k)
Opinion and Consent of Counsel
(l)
Consent of Independent Registered Public Accounting Firm
(m)
Not applicable
(n)
Not applicable
(o)
Not applicable
99.16
Powers of Attorney


Item 28. Directors and Officers of the Depositor*

Name and Principal Business Address
Positions and Offices with Depositor
Robert L. Grubka, 250 Marquette Avenue, Suite 900, Minneapolis, MN 55401
Director and President
Youssef A. Blal, 230 Park Avenue, New York, NY 10169
Director
Neha V. Jain, 230 Park Avenue, New York, NY 10169
Director
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
Amelia J. Vaillancourt, One Orange Way, Windsor, CT 06095-4774
Director
Mona M. Zielke, 250 Marquette Avenue, Suite 900, Minneapolis, MN 55401
Director and Vice President
My Chi To, 230 Park Avenue, New York, NY 10169
Executive Vice President and Chief Legal Officer
Melissa A. O'Donnell, 250 Marquette Avenue, Suite 900, Minneapolis, MN 55401
Secretary



Senior Vice President and Chief Information Security Officer
Michelle P. Luk, 230 Park Avenue, New York, NY 10169
Senior Vice President and Treasurer
Tony D. Oh, 5780 Powers Ferry Road, N.W., Atlanta GA 30327-4390
Senior Vice President and Chief Accounting Officer
Kyle A. Puffer, One Orange Way, Windsor, CT 06095-4774
Vice President and Appointed Actuary
Matthew Toms, 5780 Powers Ferry Road, N.W., Atlanta, GA 30327-4390
Senior Vice President
Michele M. White, One Orange Way, Windsor, CT 06095-4774
Senior Vice President
Brian J. Baranowski, One Orange Way, Windsor, CT 06095-4774
Vice President, Compliance







*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

































































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 Directors and Officers Liability, Professional Liability (aka E&O) and Financial Institutions Bond (aka Fidelity), Employment Practices liability and Network Security (aka Cyber) 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.


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

Chief Information Security Officer
Stephen J. Easton, 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 Chief Risk Officer
Michelle P. Luk, 230 Park Avenue, New York, NY 10169
Senior Vice President and Treasurer
Melissa A. O'Donnell, 250 Marquette Avenue, Suite 900, 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


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 W, 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


Frank W. Snodgrass, 9020 Overlook Blvd, Brentwood, TN 37027
Vice President
Brian Stevens, 7337 E. Doubletree Ranch Road, Scottsdale, AZ 84258
Vice President


Tina M. Schultz, 250 Marquette Avenue, Suite 900, Minneapolis, MN 55401
Assistant Secretary


Preston L. 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
$ 64,233,435.52

*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 202 3 .


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 registration statement to be signed on its behalf by the undersigned, duly authorized, in the Town of Windsor, State of Connecticut, on the 18 day of April, 202 4 .

VARIABLE ANNUITY ACCOUNT C OF
VOYA RETIREMENT INSURANCE AND ANNUITY COMPANY
(Registrant)
By:
Robert L. Grubka*
Robert L. Grubka President
( P rincipal Executive Officer )
VOYA RETIREMENT INSURANCE AND ANNUITY COMPANY
(Depositor)
By:
Robert L. Grubka*
Robert L. Grubka President
( P rincipal Executive Officer )

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.



*Executed by Ian Macleod on behalf of those indicated pursuant to Powers of Attorney filed as an exhibit to this Registration Statement.
Signature
Title
Date
Robert L. Grubka*
Director and President
March 18, 2024
Robert L. Grubka
( P rincipal Executive Officer )
Youssef A. Blal*
Director
March 15, 2024
Youssef A. Blal
Neha V. Jain*
Director
March 28, 2024
Neha V. Jain
Michael R. Katz*
Director and Chief Financial Officer
March 13, 2024
Michael R. Katz
( P rincipal Financial Officer )




Francis G. O'Neill*
Director
March 10, 2024
Francis G. O'Neill
Tony D. Oh
Chief Accounting Officer
March 12, 2024
Tony D. Oh
( P rincipal Accounting O fficer)
Amelia J. Vaillancourt*
Director
March 14, 2024
Amelia J. Vaillancourt
Mona M. Zielke
Director
March 23, 2024
Mona M. Zielke
By:
/s/ Ian Macleod
Ian Macleod
*Attorney-in-Fact
EXHIBIT INDEX


Exhibit No.
Exhibit
27(k)(1)
Opinion and Consent of Counsel
27(l)(1)
Consent of Independent Registered Public Accounting Firm
99.16
Powers of Attorney