ING USA Annuity & Life Insurance Company, et al., 46196-46224 [05-15574]

Agencies

• SECURITIES AND EXCHANGE COMMISSION

[Federal Register Volume 70, Number 152 (Tuesday, August 9, 2005)]
[Notices]
[Pages 46196-46224]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 05-15574]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. IC-27024; File No. 812-13148]


ING USA Annuity & Life Insurance Company, et al.

August 1, 2005.
AGENCY: The Securities and Exchange Commission.

ACTION: Notice of application for an order pursuant to Section 26(c) of 
the Investment Company Act of 1940, as amended (the ``1940 Act''), 
approving certain substitutions of securities and for an order of 
exemption pursuant to Section 17(b) of the Act.

-----------------------------------------------------------------------

    Applicants: ING Insurance Company of America, ING Life Insurance 
and Annuity Company, ING USA Annuity and Life Insurance Company, 
ReliaStar Life Insurance Company, ReliaStar Life Insurance Company of 
New York, and Security Life of Denver Insurance Company (each a 
``Company'' and together, the ``Companies''), Variable Annuity Account 
I of ING Insurance Company of America, Variable Annuity Account B of 
ING Life Insurance and Annuity Company, Separate Account B of ING USA 
Annuity and Life Insurance Company, Separate Account EQ of ING USA 
Annuity and Life Insurance Company, Separate Account U of ING USA 
Annuity and Life Insurance Company, MFS ReliaStar Variable Account of 
ReliaStar Life Insurance Company, ReliaStar Select Variable Account of 
ReliaStar Life Insurance Company, Select*Life Variable Account of 
ReliaStar Life Insurance Company, Separate Account N of ReliaStar Life 
Insurance Company, ReliaStar Life Insurance Company of New York 
Separate Account NY-B, ReliaStar Life Insurance Company of New York 
Variable Annuity Funds M, P & Q, ReliaStar Life Insurance Company of 
New York Variable Life Separate Account I, Security Life Separate 
Account A1, Security Life Separate Account L1, Security Life Separate 
Account S-A1, and Security Life Separate Account S-L1 (each, an 
``Account'' and together, the ``Accounts''), ING Investors Trust, ING 
Partners, Inc. and ING Variable Products Trust. The Companies, the 
Accounts, ING Investors Trust, ING Partners, Inc. and ING Variable 
Products Trust are collectively referred to herein as the 
``Applicants.''

SUMMARY: The Applicants have submitted an application (the 
``Application'') for an order of the Securities and Exchange Commission 
(the ``Commission''), pursuant to Section 26(c), formerly Section (b), 
of the 1940 Act, permitting the substitutions of securities issued by 
certain registered investment companies held by the Accounts to support 
certain in force variable life insurance policies and variable annuity 
contracts (collectively, the ``Contracts'') issued by the Companies. 
More particularly, the Applicants propose to substitute shares of 
certain series of ING Investors Trust, ING Partners, Inc. and ING 
Variable Products Trust (the ``Substitute Funds'') for shares of 
certain registered investment companies currently held by subaccounts 
of the various Accounts (the ``Replaced Funds'') as follows:

------------------------------------------------------------------------
             Replaced funds                      Substitute funds
------------------------------------------------------------------------
AIM V.I. Health Sciences Fund--Series I  ING Evergreen Health Sciences
                                          Portfolio--Class S

[[Page 46197]]

 
ING Evergreen Health Sciences
 Portfolio--Class A.
AIM V.I. Capital Appreciation Fund--     ING Evergreen Omega Portfolio--
 Series I.                                Class I
Alger American Leveraged AllCap
 Portfolio--Class O.
Putnam VT New Opportunities Fund--Class
 IA.
Putnam VT New Opportunities Fund--Class
 IB.
Putnam VT Voyager Fund--Class IA.......
Putnam VT Voyager Fund--Class IB.......
AIM V.I. Capital Appreciation Fund--     ING Evergreen Omega Portfolio--
 Series II.                               Class S
Putnam VT Discovery Growth Fund--Class
 IB.
AIM V.I. Growth Fund--Series I.........  ING FMR Earnings Growth
                                          Portfolio--Class I
Alger American Growth Portfolio--Class
 O.
Alger American Income & Growth
 Portfolio--Class O.
AllianceBernstein VPSF Large Cap Growth
 Portfolio--Class A.
AIM V.I. Growth Fund--Series II........  ING FMR Earnings Growth
                                          Portfolio--Class S
AllianceBernstein VPSF Large Cap Growth
 Portfolio--Class B.
AIM V.I. Small Company Growth Fund--     ING JP Morgan Small Cap Equity
 Series I.                                Portfolio--Class I
Alger American Small Capitalization
 Portfolio--Class O.
AllianceBernstein VPSF Small Cap Growth
 Portfolio--Class A.
Premier VIT OpCap Small Cap Portfolio..
AllianceBernstein VPSF Growth and        ING JP Morgan Value
 Income Portfolio--Class A.               Opportunities Portfolio--Class
                                          I
Putnam VT Growth and Income Fund--Class
 IA.
AllianceBernstein VPSF Growth and        ING JP Morgan Value
 Income Portfolio--Class B.               Opportunities Portfolio--Class
                                          S
AllianceBernstein VPSF Value Portfolio--
 Class B.
Federated American Leaders Fund II--P
 Shares.
Putnam VT Growth and Income Fund--Class
 IB.
AIM V.I. Premier Equity Fund--Series I.  ING Legg Mason Value Portfolio--
                                          Class I
AIM V.I. Premier Equity Fund--Series II  ING Legg Mason Value Portfolio--
                                          Class S
Federated Prime Money Fund II--P Shares  ING Liquid Assets Portfolio--
                                          Class S
Janus Aspen International Growth         ING Marsico International
 Portfolio--Institutional Shares.         Opportunities Portfolio--Class
                                          I
Putnam VT International Equity Fund--
 Class IA.
AIM V.I. International Growth Fund--     ING Marsico International
 Series I.                                Opportunities Portfolio--Class
                                          S
Janus Aspen International Growth
 Portfolio--Service Shares.
Prudential SP William Blair
 International Growth Portfolio Class
 II.
AIM V.I. Dent Demographic Trends Fund--  ING Mercury Large Cap Growth
 Series II.                               Portfolio--Class S
ING Mercury Large Cap Growth Portfolio--
 Class A.
Prudential Jennison Portfolio--Class II
 Shares.
MFS VIT Total Return Series--Initial     ING MFS Total Return Portfolio--
 Class.                                   Class I
MFS VIT Utilities Series--Initial Class  ING MFS Utilities Portfolio--
                                          Class I
Putnam VT Utilities Growth and Income
 Fund--Class IA.
AIM V.I. Utilities Fund--Series I......  ING MFS Utilities Portfolio--
                                          Class S
Premier VIT OpCap Global Equity          ING Oppenheimer Global
 Portfolio.                               Portfolio--I Class
AIM V.I. Diversified Income Fund--       ING Oppenheimer Strategic
 Series I.                                Income Portfolio--S Class
Van Eck Worldwide Bond Fund--Initial
 Class.
Federated High Income Bond Fund II--P    ING PIMCO High Yield Portfolio--
 Shares.                                  Class S
Pioneer Mid Cap Value VCT Portfolio--    ING Pioneer Mid Cap Value
 Class I.                                 Portfolio--Class I
Pioneer Mid Cap Value VCT Portfolio--    ING Pioneer Mid Cap Value
 Class II.                                Portfolio--Class S
AIM V.I. Core Equity Fund--Series I....  ING Pioneer Fund Portfolio--
                                          Class I
AIM V.I. Core Equity Fund--Series II...  ING Pioneer Fund Portfolio--
                                          Class S
Pioneer Fund VCT Portfolio--Class II...
Alger American MidCap Growth Portfolio-- ING T. Rowe Price Diversified
 Class O.                                 Mid Cap Growth Portfolio--I
                                          Class
UBS Series Trust U.S. Allocation         ING UBS U.S. Allocation
 Portfolio--Class I.                      Portfolio--Class S
Premier VIT OpCap Equity Portfolio.....  ING UBS U.S. Large Cap Equity
                                          Portfolio--I Class
Alger American Balanced Portfolio--      ING Van Kampen Equity and
 Class O.                                 Income Portfolio--I Class
Federated Capital Income Fund II--P
 Shares.
AIM V.I. Financial Services Fund--       ING VP Financial Services
 Series I.                                Portfolio--Class S
AIM V.I. High Yield Fund--Series I.....  ING VP High Yield Bond
                                          Portfolio--Class I
Van Eck Worldwide Real Estate Fund--     ING VP Real Estate Portfolio--
 Initial Class.                           Class S
------------------------------------------------------------------------

    Applicants also seek an order of exemption pursuant to Section 
17(b) of the 1940 Act to permit certain in-kind redemptions and 
purchases in connection with the substitutions.
    Filing Date: The Application was filed on December 27, 2004. The 
Application was amended and restated on July 19, 2005 and on July 29, 
2005.
    Hearing or Notification of Hearing: An order granting the 
Application will be issued unless the Commission orders a hearing. 
Interested persons may request a hearing by writing to the Secretary of 
the Commission and serving Applicants with a copy of the request, 
personally or by mail. Hearing requests should be received by the 
Commission by 5:30 p.m. on August 26, 2005, and should be accompanied 
by proof of service on Applicants, in the form of an affidavit or, for 
lawyers, a certificate of service. Hearing requests should state the 
nature of the writer's interest, the reason for the request, and the 
issues contested. Persons who wish to be notified of a hearing may 
request notification by writing to the Secretary of the Commission.

ADDRESSES: For the Commission: Secretary, Securities and Exchange 
Commission, 100 F Street NE., Washington, DC 20549-9303. For 
Applicants, J. Neil McMurdie, Esquire, ING Americas U.S. Legal 
Services, 151

[[Page 46198]]

Farmington Avenue, TS31, Hartford, CT 06156-8975.

FOR FURTHER INFORMATION CONTACT: Alison White, Senior Counsel, Office 
of Insurance Products, Division of Investment Management, at (202) 551-
6795.

SUPPLEMENTARY INFORMATION: The following is a summary of the 
Application. The complete Application is available for a fee from the 
Public Reference Branch of the Commission.

I. The Application

    The Applicants have requested that the Commission issue an order to 
permit the substitution (``Substitution'') of certain shares of certain 
investment management companies currently held by sub-accounts of the 
various Accounts for shares of certain series of the Substitute Funds.

II. The Applicants, Funds and Contracts

    A. The Companies. Each of the Companies is an indirect wholly owned 
subsidiary of ING Groep, N.V. (``ING''). ING is a global financial 
services holding company based in The Netherlands which is active in 
the field of insurance, banking and asset management. As a result, each 
Company likely would be deemed to be an affiliate the others.
    1. ING Insurance Company of America (``ING America''). ING America 
is a stock life insurance company organized under the laws of the State 
of Connecticut in 1990 and redomesticated under the insurance laws of 
the State of Florida in 2000. Prior to May 1, 2002, ING America was 
known as Aetna Insurance Company of America (``Aetna America''). ING 
America is principally engaged in the business of issuing life 
insurance and annuities.
    ING America is the depositor of Variable Annuity Account I, a 
separate account which is registered with the Commission as a unit 
investment trust.
    2. ING Life Insurance and Annuity Company (``ING Life''). ING Life 
is a stock life insurance company organized under the laws of the State 
of Connecticut in 1976 as Forward Life Insurance Company. Through a 
December 31, 1976 merger ING Life's operations include the business of 
Aetna Variable Annuity Life Insurance Company (formerly known as 
Participating Annuity Life Insurance Company). Prior to May 1, 2002, 
ING Life was known as Aetna Life Insurance and Annuity Company 
(``Aetna''). ING Life is principally engaged in the business of issuing 
life insurance and annuities.
    ING Life also is registered as an investment adviser under the 
Investment Advisers Act of 1940, as amended (the ``Advisers Act''), and 
is the investment adviser for ING Partners, Inc. ING Life is the 
depositor of Variable Annuity Account B, a separate account which is 
registered with the Commission as a unit investment trust.
    3. ING USA Annuity and Life Insurance Company (``ING USA''). ING 
USA is an Iowa stock life insurance company which was originally 
organized in 1973 under the insurance laws of Minnesota. Through a 
January 1, 2004 merger ING USA's operations include the business of the 
former companies, Equitable Life Insurance Company of Iowa (``Equitable 
Life''), United Life and Annuity Insurance Company (``United Life and 
Annuity''), and USG Annuity and Life Company. Prior to January 1, 2004, 
ING USA was known as Golden American Life Insurance Company 
(``Golden''). ING USA is principally engaged in the business of issuing 
life insurance and annuities.
    ING USA is the depositor of Separate Account B, Separate Account EQ 
and Separate Account U, separate accounts which are registered with the 
Commission as unit investment trusts.
    4. ReliaStar Life Insurance Company (``ReliaStar''). ReliaStar is a 
stock life insurance company organized in 1885 and incorporated under 
the laws of the State of Minnesota. Through an October 1, 2002 merger 
ReliaStar's operations include the business of Northern Life Insurance 
Company (``Northern''). ReliaStar is principally engaged in the 
business of issuing life insurance, annuities, employee benefits and 
retirement contracts.
    ReliaStar is the depositor of MFS ReliaStar Variable Account, 
ReliaStar Select Variable Account, Select*Life Variable Account and 
Separate Account N, separate accounts which are registered with the 
Commission as unit investment trusts.
    5. ReliaStar Life Insurance Company of New York (``ReliaStar NY''). 
ReliaStar NY is a stock life insurance company which was incorporated 
under the laws of the State of New York in 1917. Through an April 1, 
2002 merger ReliaStar NY's operations include the business of First 
Golden American Life Insurance Company of New York (``First Golden''). 
ReliaStar NY is principally engaged in the business of issuing life 
insurance and annuities.
    ReliaStar NY is the depositor of Separate Account NY-B, Variable 
Annuity Funds M, P & Q and Variable Life Separate Account I, separate 
accounts which are registered with the Commission as unit investment 
trusts.
    6. Security Life of Denver Insurance Company (``Security Life''). 
Security Life is a stock life insurance company organized under the 
laws of the State of Colorado in 1929. Through an October 1, 2004, 
merger Security Life's operations include the business of Southland 
Life Insurance Company (``Southland''). Security Life is principally 
engaged in the business of issuing life insurance and annuities.
    Security Life is the depositor of Security Life Separate Account 
A1, Security Life Separate Account L1, Security Life Separate Account 
S-A1, and Security Life Separate Account S-L1, separate accounts which 
are registered with the Commission as unit investment trusts.
    B. The Accounts. Each of the Accounts is a segregated asset account 
of the applicable Company, and is registered under the 1940 Act as a 
unit investment trust. Each of the respective Accounts is used by the 
Company of which it is a part to support the Contracts that it issues.
    Each Account is administered and accounted for as part of the 
general business of the Company of which it is a part. The assets of 
each Account attributable to the Contracts issued through it are owned 
by each Company but are held separately from all other assets of that 
Company for the benefit of the owners of, and persons entitled to 
benefits under such Contracts. Pursuant to applicable state insurance 
law and to the extent provided in the Contracts, such assets are not 
chargeable with liabilities arising out of any other business that each 
Company may conduct. Income, if any, gains and losses, realized or 
unrealized, from each Account are credited to or charged against the 
assets of that Account, without regard to other income, gains or losses 
of its Company or any of its other segregated asset accounts. Each 
Account is a ``separate account'' as defined by Rule 0-1(e) under the 
1940 Act.
    Each Account is divided into subaccounts, each of which invests 
exclusively in shares of one investment company portfolio of ING 
Investors Trust, ING Partners, Inc., ING Variable Products Trust, a 
Replaced Fund or another mutual fund. Each investment company portfolio 
has its own distinct investment objective(s) and policies. Income, 
gains and losses, realized or unrealized, of a portfolio are credited 
to or charged against the corresponding subaccount of each Account 
without regard to any other income, gains or losses of the applicable 
Company. To the extent provided in the Contracts,

[[Page 46199]]

assets equal to the reserves and other contract liabilities with 
respect to an Account are not chargeable with liabilities arising out 
of any other business of the Company that is the depositor of the 
Account.
    Each of the prospectuses for the Contracts discloses that the 
Companies reserve the right, subject to Commission approval and 
compliance with applicable law, to substitute shares of another open-
end management investment company for shares of an open-end management 
investment company held by a subaccount of an Account whenever the 
Company, in its judgment, determines that a portfolio no longer suits 
the purpose of the Contract.
    C. The Substitute Funds. Each of the Substitute Funds is a series 
of ING Investors Trust, ING Partners, Inc., or ING Variable Products 
Trust.
    1. ING Investors Trust. ING Investors Trust, formerly known as the 
GCG Trust, was organized as a Massachusetts business trust on August 3, 
1988. ING Investors Trust is registered under the 1940 Act as an open-
end management investment company (File No. 811-5629). It is a series 
investment company as defined by Rule 18f-2 under the 1940 Act, and a 
separate series of shares of beneficial interest is issued in 
connection with each series. Each series is currently offered by 
prospectus dated April 29, 2005. ING Investors Trust has registered 
these shares under the Securities Act of 1933 on Form N-1A (File No. 
033-23512) which was last updated in an amendment to the registration 
statement filed on January 27, 2005.
    Overall management services are provided to ING Investors Trust and 
to each of its individual portfolios by Directed Services, Inc. 
(``DSI''). DSI is an investment adviser registered under the Advisers 
Act, and a broker-dealer registered under the Exchange Act. DSI, an 
indirect wholly owned subsidiary of ING, maintains its offices at 1475 
Dunwoody Drive, West Chester, PA, 19380. Under the terms of an 
investment advisory agreement between ING Investors Trust and DSI (the 
``Trust Management Agreement''), which agreement first became effective 
on October 24, 1997, DSI manages the business and affairs of each of 
the several series of the ING Investors Trust, subject to the control 
and oversight of the ING Investors Trust Board of Trustees (the 
``Board''). Under the Trust Management Agreement, DSI is authorized to 
exercise full investment discretion and make all determinations with 
respect to the investment of the assets of the respective series, but 
may, at its own cost and expense, retain portfolio managers for the 
purpose of making investment decisions and research information 
available to the ING Investors Trust.
    DSI delegates to subadvisers the responsibility for day-to-day 
management of the investments of each portfolio, subject to DSI's 
oversight. DSI also recommends the appointment of additional or 
replacement subadvisers to the Board. The ING Investors Trust and DSI 
have received exemptive relief from the Commission that permits the ING 
Investors Trust and DSI to add or terminate a subadviser without 
shareholder approval.
    2. ING Partners, Inc (``ING Partners''). ING Partners, formerly 
known as Portfolio Partners, Inc., was organized as a Maryland 
corporation in 1997 and commenced operations on November 28, 1997. ING 
Partners is registered under the 1940 Act as an open-end management 
investment company (File No. 811-08319). It is a series investment 
company as defined by Rule 18f-2 under the 1940 Act, and a separate 
series of shares of beneficial interest is issued in connection with 
each series. Each series is currently offered by prospectuses dated 
April 29, 2005. ING Partners has registered these shares under the 
Securities Act of 1933 on Form N-1A (File No. 333-32575) which was last 
updated in an amendment to the registration statement filed on April 1, 
2005.
    ING Life serves as the investment adviser for each ING Partners 
portfolio. ING Life is an investment adviser registered under the 
Advisers Act. ING Life maintains its offices at 151 Farmington Avenue, 
Hartford, Connecticut 06156.
    ING Life delegates to sub-advisers the responsibility for day-to-
day management of the investments of each portfolio, subject to the ING 
Life's oversight. ING Life also recommends the appointment of 
additional or replacement sub-advisers to the Board. ING Partners and 
ING Life have received exemptive relief from the Commission that 
permits ING Life and ING Partners to add or terminate a portfolio's 
sub-adviser without shareholder approval.
    3. ING Variable Products Trust. ING Variable Products Trust, 
formerly known as the Northstar Variable Trust, was organized as a 
Massachusetts business trust in 1993. ING Variable Product Trust is 
registered under the 1940 Act as an open-end management investment 
company (File No. 811-08220). It is a series investment company as 
defined by Rule 18f-2 under the 1940 Act, and a separate series of 
shares of beneficial interest is issued in connection with each series. 
Each series is currently offered by prospectuses dated April 29, 2005. 
ING Variable Products Trust has registered these shares under the 
Securities Act of 1933 on Form N-1A (File No. 033-73140) which was last 
updated in an amendment to the registration statement filed on April 4, 
2005.
    ING Investments, LLC (``ING Investments''), an Arizona limited 
liability company and an SEC registered investment adviser, serves as 
the investment adviser to portfolio of the ING Variable Products Trust. 
ING Investments, subject to the direction of ING Variable Products 
Trust Board of Trustees (the ``Board''), has overall responsibility for 
the management of the portfolios. ING Investments provides or oversees 
all investment advisory and portfolio management services for each 
portfolio and assists in managing and supervising all aspects of the 
general day-to-day business activities and operations of the 
portfolios, including custodial, transfer agency, dividend disbursing, 
accounting, auditing, compliance and related services.
    ING Investments acts as a ``manager-of-managers'' for certain of 
the Substitute Funds. ING Investments delegates to the subadvisers of 
these Substitute Funds the responsibility for investment management, 
subject to ING Investment's oversight. From time to time ING 
Investments may recommend the appointment of additional or replacement 
subadvisers for these Substitute Funds to the portfolios' Board, and in 
reliance on and in accordance with the conditions of Commission relief 
granted to affiliates, with the approval of the Board, ING Investments 
may replace a non-affiliated subadviser as well as change the terms of 
a contract with a non-affiliated subadviser, without submitting the 
contract to a vote of the portfolios' shareholders.
    D. The Replaced Funds. Each fund to be replaced with a Substitute 
Fund is a portfolio of the AIM Variable Insurance Funds, Alger American 
Fund, AllianceBernstein Variable Products Series Fund, Inc., Federated 
Insurance Series, ING Investors Trust, Janus Aspen Series, MFS Variable 
Insurance Trust, Premier VIT (prior to May 1, 2005 known as PIMCO 
Advisors VIT), Pioneer Variable Contracts Trust, The Prudential Series 
Fund, Inc., Putnam Variable Trust, UBS Series Trust, and Van Eck 
Worldwide Insurance Trust.
    E. The Contracts. The Contracts are flexible premium variable 
annuity and variable life insurance contracts. The variable annuity 
Contracts provide for the accumulation of values on a variable basis, 
fixed basis, or both, during the

[[Page 46200]]

accumulation period, and provide settlement or annuity payment options 
on a variable or fixed basis. The variable life insurance Contracts 
provide for the accumulation of values on a variable basis, fixed 
basis, or both throughout the insured's life and for a death benefit, 
upon the death of the insured. Under each of the prospectuses for the 
Contracts, each Company reserves the right to substitute shares of one 
fund or portfolio for shares of another.
    A Contract owner may transfer all or any part of the Contract value 
from one subaccount to any other subaccount or a fixed account as long 
as the Contract remains in effect and at any time up to 30 days before 
the due date of the first annuity payment for variable annuity 
contracts. For many of the Contracts, the Company issuing the Contract 
reserves the right to limit the number of transfers during a specified 
period.

III. The Substitutions

    A. The Funds and the Accounts. Subject to the approval of the 
Commission under Section 26(c) of the 1940 Act, Applicants propose, as 
set forth below, to substitute shares of each Substitute Fund for those 
of the applicable Replaced Fund and transfer cash or securities held by 
each Replaced Fund to the applicable Substitute Fund.

------------------------------------------------------------------------
                                                      Accounts holding
       Replaced funds           Substitute funds    replaced fund assets
------------------------------------------------------------------------
AIM V.I. Health Sciences      ING Evergreen Health  ING USA B; ReliaStar
 Fund--Series I.               Sciences Portfolio--  NY B; Security Life
                               Class S.              L1
ING Evergreen Health          ....................  ING USA B
 Sciences Portfolio--Class A.
AIM V.I. Capital              ING Evergreen Omega   ING LIfe B; ING USA
 Appreciation Fund--Series I.  Portfolio--Class I.   U; Security Life L1
Alger American Leveraged      ....................  ING America 1; ING
 AllCap Portfolio--Class O.                          Life B; ReliaStar
                                                     SL; ReliaStar
                                                     Select VA ReliaStar
                                                     Separate Account N;
                                                     ReliaStar NY I;
                                                     Security Life A1;
                                                     Security Life L1;
                                                     Security Life S-A1;
                                                     Security Life S-L1
Putnam VT New Opportunities   ....................  ReliaStar SL;
 Fund--Class IA.                                     ReliaStar Select
                                                     VA; ReliaStar NY I
Putnam VT New Opportunities   ....................  Security Life L1;
 Fund--Class IB.                                     Security Life S-L1
Putnam VT Voyager Fund--      ....................  ReliaStar SL;
 Class IA.                                           ReliaStar Select
                                                     VA; ReliaStar NY I
Putnam VT Voyager Fund--      ....................  Security Life L1;
 Class IB.                                           Security Life S-L1
AIM V.I. Capital              ING Evergreen Omega   ING USA B
 Appreciation Fund--Series     Portfolio--Class S.
 II.
Putnam VT Discovery Growth    ....................  ING USA B; ReliaStar
 Fund--Class IB.                                     NY B
AIM V.I. Growth Fund--Series  ING FMR Earnings      ING Life B; ING USA
 I.                            Growth Portfolio--    U
                               Class I.
Alger American Growth         ....................  ING USA U; ReliaStar
 Portfolio--Class O.                                 SL; ReliaStar
                                                     Select VA;
                                                     ReliaStar Separate
                                                     Account N;
                                                     ReliaStar NY I;
                                                     Security Life A1;
                                                     Security Life L1;
                                                     Security Life S-A1;
                                                     Security Life S-L1
Alger American Income &       ....................  ING America I; ING
 Growth Portfolio--Class O.                          Life B
AllianceBernstein VPSF Large  ....................  ING Life B
 Cap Growth Portfolio--Class
 A.
AIM V.I. Growth Fund--Series  ING FMR Earnings      ING USA B; ReliaStar
 II.                           Growth Portfolio--    NY B
                               Class S.
AllianceBernstein VPSF Large  ....................  ING USA B; ReliaStar
 Cap Growth Portfolio--Class                         NY B
 B.
AIM V.I. Small Company        ING JP Morgan Small   Security Life L1
 Growth Fund--Series I.        Cap Equity
                               Portfolio--Class I.
Alger American Small          ....................  ReliaStar SL;
 Capitalization Portfolio--                          ReliaStar Select
 Class O.                                            VA; ReliaStar
                                                     Separate Account N;
                                                     ReliaStar NY I;
                                                     Security Life A1;
                                                     Security Life S-A1;
                                                     Security Life S-L1
AllianceBernstein VPSF Small  ....................  ING Life B
 Cap Growth Portfolio--Class
 A.
Premier VIT OpCap Small Cap   ....................  ReliaStar SL;
 Portfolio.                                          ReliaStar Select
                                                     VA; ReliaStar
                                                     Separate Account N;
                                                     ReliaStar NY I
AllianceBernstein VPSF        ING JP Morgan Value   ING Life B;
 Growth and Income             Opportunities         ReliaStar MP&Q
 Portfolio--Class A.           Portfolio--Class I.
Putnam VT Growth and Income   ....................  ReliaStar SL;
 Fund--Class IA.                                     ReliaStar Select
                                                     VA; ReliaStar NY I
AllianceBernstein VPSF        ING JP Morgan Value   ING USA B; ReliaStar
 Growth and Income             Opportunities         NY B
 Portfolio--Class B.           Portfolio--Class S.
AllianceBernsteain VPSF       ....................  ING USA B; ReliaStar
 Value Portfolio--Class B.                           NY B
Federated American Leaders    ....................  ING America I; ING
 Fund II--P Shares.                                  Life B; ING USA U
Putnam VT Growth and Income   ....................  ReliaStar NY B; ING
 Fund--Class IB.                                     USA B; Security
                                                     Life L1; Security
                                                     Life S-L1
AIM V.I. Premier Equity       ING Legg Mason Value  ING Life B
 Fund--Series I.               Portfolio--Class I.
AIM V.I. Premier Equity       ING Legg Mason Value  ING USA B
 Fund--Series II.              Portfolio--Class S.
Federated Prime Money Fund    ING Liquid Assets     ING America I; ING
 II--P Shares.                 Portfolio--Class S.   Life B; ING USA U
Janus Aspen International     ING Marsico           ReliaStar SL;
 Growth Portfolio--            International         ReliaStar Select
 Institutional Shares.         Opportunities         VA; ReliaStar
                               Portfolio--Class I.   Separate Account N;
                                                     ReliaStar NY I;
                                                     Security Life S-A1;
                                                     Security Life S-L1
Putnam VT International       ....................  ReliaStar SL;
 Equity Fund--Class IA.                              ReliaStar Select
                                                     VA;

[[Page 46201]]

 
AIM V.I. International        ING Marsico           ING USA U
 Growth Fund--Series I.        International
                               Opportunities
                               Portfolio--Class S.
Janus Aspen International     ....................  Security Life L1;
 Growth Portfolio--Service                           Security Life S-L1
 Shares.
Prudential SP William Blair   ....................  ING Life B; ING USA
 International Growth                                B; ReliaStar NY B
 Portfolio--Class II.
AIM V.I. Dent Demographic     ING Mercury Large     ING USA B; ReliaStar
 Trends Fund--Series II.       Cap Growth            NY B
                               Portfolio--Class S.
ING Mercury Large Cap Growth  ....................  ING USA B
 Portfolio--Class A.
Prudential Jennison           ....................  ING Life B; ING USA
 Portfolio--Class II Shares.                         B; ING USA EQ;
                                                     ReliaStar NY B
MFS VIT Total Return Series-- ING MFS Total Return  ING America I; ING
 Initial Class.                Portfolio--Class I.   Life B; ING USA U
MFS VIT Utilities Series--    ING MFS Utilities     ING USA U
 Initial Class.                Portfolio--Class I.
Putnam VT Utilities Growth    ....................  ReliaStar SL;
 and Income Fund--Class IA.                          ReliaStar Select VA
AIM V.I. Utilities Fund--     ING MFS Utilities     ING USA B; ReliaStar
 Series I.                     Portfolio--Class S.   NY B; Security Life
                                                     A1; Security Life
                                                     L1; Security Life S-
                                                     A1; Security Life S-
                                                     L1
Premier VIT OpCap Global      ING Oppenheimer       ReliaStar SL;
 Equity Portfolio.             Global Portfolio--I   ReliaStar Select
                               Class.                VA; ReliaStar
                                                     Separate Account N;
                                                     ReliaStar NY I
AIM V.I. Diversified Income   ING Oppenheimer       ING USA U
 Fund--Series I.               Strategic Income
                               Portfolio--S Class.
Van Eck Worldwide Bond Fund-- ....................  Security Life L1
 Initial Class.
Federated High Income Bond    ING PIMCO High Yield  ING America I; ING
 Fund II--P Shares.            Portfolio--Class S.   Life B; ING USA U
Pioneer Mid Cap Value VCT     ING Pioneer Mid Cap   ReliaStar SL;
 Portfolio--Class I.           Value Portfolio--     ReliaStar NY I;
                               Class I.              Security Life L1;
                                                     Security Life S-L1
Pioneer Mid Cap Value VCT     ING Pioneer Mid Cap   ING USA B
 Portfolio--Class II.          Value Portfolio--
                               Class S.
AIM V.I. Core Equity Fund--   ING Pioneer Fund      ING Life B; ING USA
 Series I.                     Portfolio--Class I.   U
AIM V.I. Core Equity Fund--   ING Pioneer Fund      ING USA B
 Series II.                    Portfolio--Class S.
Pioneer Fund VCT Portfolio--  ....................  ING USA B; ReliaStar
 Class II.                                           NY B
Alger American MidCap Growth  ING T. Rowe Price     ReliaStar SL;
 Portfolio--Class O.           Diversified Mid Cap   ReliaStar Select
                               Growth Portfolio--I   VA; ReliaStar
                               Class.                Separate Account N;
                                                     ReliaStar NY I;
                                                     Security Life A1;
                                                     Security Life L1;
                                                     Security Life S-A1;
                                                     Security Life S-L1
UBS Series Trust U.S.         ING UBS U.S.          ING USA B; ReliaStar
 Allocation Portfolio--Class   Allocation            NY B
 I.                            Portfolio--Class S.
Premier VIT OpCap Equity      ING UBS U.S. Large    ReliaStar SL;
 Portfolio.                    Cap Equity            ReliaStar Select
                               Portfolio--I Class.   VA; ReliaStar
                                                     Separate Account N;
                                                     ReliaStar NY I
Alger American Balanced       ING Van Kampen        ING America I; ING
 Portfolio--Class O.           Equity and Income     Life B
                               Portfolio--I Class.
Federated Capital Income      ....................  ING America I; ING
 Fund II--P Shares.                                  Life B; ING USA U
AIM V.I. Financial Services   ING VP Financial      ING USA B; ReliaStar
 Fund--Series I.               Services Portfolio--  NY B
                               Class S.
AIM V.I. High Yield Fund--    ING VP High Yield     Security Life A1;
 Series I.                     Bond Portfolio--      Security Life L1
                               Class I.
Van Eck Worldwide Real        ING VP Real Estate    Security Life L1
 Estate Fund--Initial Class.   Portfolio--Class S.
------------------------------------------------------------------------

    Each Substitute Fund and Replaced Fund is registered as an open-end 
management investment company under the 1940 Act. Further, each is a 
series investment company as defined by Rule 18f-2 under the 1940 Act 
and issues separate series of shares of stock (for corporations) or of 
beneficial interest (for business trusts) in connection with each 
portfolio. The shares of each fund are registered under the 1933 Act on 
Form N-1A
    B. Investment Objectives and Policies. With respect to each 
Replaced Fund, the Applicants have determined that the investment 
objective and the investment policies of the corresponding Substitute 
Fund are the same as, similar to or consistent with those of the 
Replaced Fund and therefore the essential objectives and risk 
expectations of those Contract owners with interests in subaccounts of 
each Replaced Fund will continue to be met after the Substitutions.
    1. The ING Evergreen Health Sciences Portfolio for the AIM V.I. 
Health Sciences Fund. The primary investment objective of both the ING 
Evergreen Health Sciences Portfolio and the AIM V.I. Health Sciences 
Fund is capital growth. Each seeks to achieve this objective through 
substantially similar investment strategies focused on the healthcare 
sector.
    Each fund normally invests at least 80% of its assets in equity 
securities of healthcare companies. Healthcare companies are similarly 
defined for each fund as companies deriving at least 50% of sales 
revenue from healthcare products and services, or comparable measures 
indicating that the primary business of the company is within the 
health sciences sector. Additionally, each of these funds is included 
in the same fund category by Morningstar, namely, Specialty--Health. 
Furthermore, each fund uses a similar index consistent with its primary 
investment objective as a benchmark.
    2. The ING Evergreen Health Sciences Portfolio--Class S for the ING 
Evergreen Health Sciences Portfolio--A Class. This Substitute Fund is 
the same as the corresponding Replaced Fund with the exact same 
investment objective and policies and managed by the exact same 
investment adviser/sub-adviser, but with lower overall fees. This 
substitution is necessary to prevent

[[Page 46202]]

Contracts from offering two classes of shares of the same Substitute 
Fund and to ensure that no affected Contract Owner will have Contract 
values allocated to two different classes of shares of the same 
Substitute Fund after the effective date of the Substitutions 
(``Effective Date'').
    3. The ING Evergreen Omega Portfolio for the AIM V.I. Capital 
Appreciation Fund. The investment objective for the ING Evergreen Omega 
Portfolio is long-term capital growth. The investment objective for the 
AIM V.I. Capital Appreciation Fund is growth of capital. These 
investment objectives are essentially the same.
    Additionally, the investment policies of these funds are the same 
as, similar to or consistent with each other. Each fund employs a 
growth style of equity management and looks for stocks with above-
average, long-term growth in earnings and excellent growth prospects. 
Each fund has the same limit with respect to investments in foreign 
securities (25% of its assets at the time of purchase). Additionally, 
each fund may invest up to 100% of its assets in quality money market 
instruments in order to protect the fund from adverse economic, 
political or market conditions. Furthermore, each of these funds is 
included in the same fund category by Morningstar, namely, Large Cap 
Growth.
    4. The ING Evergreen Omega Portfolio for the Alger American 
Leveraged AllCap Portfolio. The investment objective for the ING 
Evergreen Omega Portfolio is long-term capital growth. The investment 
objective for the Alger American Leveraged AllCap Portfolio is long-
term capital appreciation. Although not articulated in exactly the same 
way, these investment objectives are essentially the same.
    Additionally, the investment policies of the funds are the same as, 
similar to or consistent with each other. Both funds employ a growth 
style of equity management and look for stocks with excellent growth 
prospects and can invest in securities across all market 
capitalizations. Each fund has a similar limit on its investment in 
foreign securities (20% of its assets at the time of purchase for the 
Alger American Leveraged AllCap Portfolio and 25% for the ING Evergreen 
Omega Portfolio). Furthermore, each of these funds is included in the 
same fund category by Morningstar, namely, Large Cap Growth.
    5. The ING Evergreen Omega Portfolio for the Putnam VT Discovery 
Growth Fund. The investment objective of the ING Evergreen Omega 
Portfolio is long-term capital growth. The investment objective of the 
Putnam VT Discovery Growth Fund is to seek long-term growth of capital. 
The investment objectives of the ING Evergreen Omega Portfolio and 
Putnam Discovery Growth Portfolio are essentially the same.
    The investment policies of each of these funds are consistent with 
each other. Each fund invests primarily in stocks of U.S companies 
across all market capitalizations with a focus on a ``growth'' style of 
equity management. While each fund may invest in foreign securities 
(the ING Evergreen Omega Portfolio limits such investments to 25% of 
its assets at the time of purchase and the Putnam VT Discovery Growth 
Fund has no such limit), the amount of each fund's actual investment in 
foreign securities has been quite small. As of September 30, 2004, the 
ING Evergreen Omega Portfolio had 4% of its assets invested in foreign 
securities and the Putnam VT Discovery Growth Fund had 1% it assets 
invested in foreign securities. Furthermore, for both funds all 
investments in foreign securities as of September 30, 2004, were in 
securities listed on U.S. exchanges. Each of these funds is included in 
the same fund category by Morningstar, namely, Large Cap Growth.
    6. The ING Evergreen Omega Portfolio for the Putnam VT New 
Opportunities Fund. The investment objective of the ING Evergreen Omega 
Portfolio is long-term capital growth. The investment objective of the 
Putnam VT New Opportunities Fund is long-term capital appreciation. 
Although not articulated in exactly the same way, these investment 
objectives are essentially the same.
    Additionally the investment policies of each of these funds are the 
same as, similar to or consistent with each other. Each fund invests 
primarily in common stocks of U.S. companies across all market 
capitalizations. Each fund focuses on growth stocks in sectors of the 
economy that are believed to have high growth potential. While each 
fund may invest in foreign securities (the ING Evergreen Omega 
Portfolio limits such investments to 25% of its assets at the time of 
purchase and the Putnam VT New Opportunities Fund has no such limit), 
the amount of each fund's actual investment in foreign securities has 
been quite small. As of September 30, 2004, the ING Evergreen Omega 
Portfolio had 4% of its assets invested in foreign securities and the 
Putnam VT New Opportunities Fund had 2% of its assets invested in 
foreign securities. Furthermore, for both funds all investments in 
foreign securities as of September 30, 2004, were in securities listed 
on U.S. exchanges. Each fund is diversified and is included in the same 
fund category by Morningstar, namely, Large Cap Growth.
    7. The ING Evergreen Omega Portfolio for the Putnam VT Voyager 
Fund. The investment objective of the ING Evergreen Omega Portfolio is 
long-term capital growth. The investment objective of the Putnam VT 
Voyager Fund is capital appreciation. Although not articulated in 
exactly the same way, these investment objectives are essentially the 
same.
    Additionally the investment policies of each of these funds are the 
same as, similar to or consistent with each other. Each fund invests 
primarily in common stocks of U.S. companies across all market 
capitalizations. Each fund focuses on growth stocks. While each fund 
may invest in foreign securities (the ING Evergreen Omega Portfolio 
limits such investments to 25% of its assets at the time of purchase 
and the Putnam VT Voyager Fund has no such limit), the amount of each 
fund's actual investment in foreign securities has been quite small. As 
of September 30, 2004, the ING Evergreen Omega Portfolio had 4% of its 
assets invested in foreign securities and the Putnam VT Voyager Fund 
had 0% of its assets invested in foreign securities. Furthermore, each 
fund is diversified and is included in the same fund category by 
Morningstar, namely, Large Cap Growth.
    8. The ING FMR Earnings Growth Portfolio for the AIM V.I. Growth 
Fund. The ING FMR Earnings Growth Portfolio is a large-cap stock fund 
with a growth emphasis that has as its investment objective to seek 
long-term capital appreciation. The investment objective of the AIM 
V.I. Growth Fund-Series I is to seek growth of capital. The investment 
objectives of the ING FMR Earnings Growth Portfolio and AIM V.I. Growth 
Fund are essentially the same.
    Each of these funds is included in the same fund category by 
Morningstar, namely, Large Cap Growth. Additionally, the investment 
policies of each of these funds are consistent with each other. Each 
fund invests primarily in stocks of U.S companies who have a 
combination of growth, earnings momentum and attractive stock price.
    9. The ING FMR Earnings Growth Portfolio for the Alger American 
Growth Portfolio. The ING FMR Earnings Growth Portfolio is a large-cap 
stock fund with a growth emphasis that has as its investment objective 
to seek long-term capital appreciation. The investment objective of the 
Alger American Growth Portfolio is to seek long-term capital 
appreciation. The investment objectives of the ING FMR Earnings Growth 
Portfolio and Alger

[[Page 46203]]

American Growth Portfolio are the same.
    Each of these funds is included in the same fund category by 
Morningstar, namely, Large Cap Growth. Additionally, the investment 
policies of each of these funds are similar to each other. Each fund 
invests in large-cap stocks using a growth approach to investing.
    10. The ING FMR Earnings Growth Portfolio for the Alger American 
Income & Growth Portfolio. The ING FMR Earnings Growth Portfolio has as 
its investment objective to seek long-term capital appreciation. The 
investment objective of the Alger American Income & Growth Portfolio is 
to seek to provide a high level of dividend income; its secondary goal 
is to provide capital appreciation. Although not articulated in exactly 
the same way, the investment objectives and practices of the ING FMR 
Earnings Growth Portfolio and Alger American Income & Growth Portfolio 
are similar to and consistent with each other.
    Notwithstanding the fact that the Alger American Income & Growth 
Fund's name and investment objective allude to a significant income 
component of the fund, the way in which the fund has been managed is 
more oriented towards growth and is consistent with the way the ING FMR 
Earnings Growth Portfolio is managed. Both funds invest in large 
capitalization stocks, and both funds use a growth approach to 
investing stocks. Additionally, both funds use the Russell 1000 Growth 
Index as their performance benchmark. Consequently, both of these funds 
are included in the Large Cap Growth fund category by Morningstar.
    Finally, the ING FMR Earnings Growth Portfolio has a significant 
income component to it. As of December 31, 2004, the FMR Earnings 
Growth composite (after which the ING FMR Earnings Growth Portfolio is 
patterned) held 72% of income producing assets. As of the same date, 
83% of the Alger American Income & Growth Portfolio's assets were 
invested in income producing assets.
    11. The ING FMR Earnings Growth Portfolio for the AllianceBernstein 
VPSF Large Cap Growth Portfolio. The ING FMR Earnings Growth Portfolio 
is a large-cap stock fund with a growth emphasis that has as its 
investment objective to seek long-term capital appreciation. The 
investment objective of the Alliance Bernstein Premier Growth Portfolio 
is to seek growth of capital by pursuing aggressive investment 
policies.
    Each of these funds is included in the same fund category by 
Morningstar, namely, Large Cap Growth. Additionally, the investment 
policies of each of these funds are consistent with each other. Each 
fund invests primarily in stocks of U.S companies who have a 
combination of growth, earnings momentum and attractive stock price.
    12. The ING JP Morgan Small Cap Equity Portfolio for the AIM V.I. 
Small Company Growth Fund. The ING JP Morgan Small Cap Equity Portfolio 
and the AIM V.I. Small Company Growth Fund seek long-term capital 
growth.
    Each fund invests, under normal market conditions, at least 80% of 
its assets in small-cap companies. Each fund may also invest in 
securities of non-U.S. issuers (with a limit of 20% for the ING JP 
Morgan Small Cap Equity Portfolio and a limit of 25% for the AIM V.I. 
Small Company Growth Fund). The ING JP Morgan Small Cap Equity 
Portfolio combines growth and value investing styles by focusing on 
identifying attractively valued companies with positive business 
fundamentals. The AIM V.I. Small Company Growth Fund focuses on growth 
stocks, seeking investments in companies that have strong prospects for 
future earnings growth.
    Each of these funds is included in the same fund category by 
Morningstar, namely, Small Cap Growth.
    13. The ING JP Morgan Small Cap Equity Portfolio for the Alger 
American Small Capitalization Portfolio. The investment objective of 
the ING JP Morgan Small Cap Equity Portfolio is capital growth over the 
long term. The investment objective of the Alger American Small 
Capitalization Portfolio is long-term capital appreciation. Although 
not articulated in exactly the same way, both funds seek to achieve 
capital growth over the long term.
    Furthermore, each fund pursues a primary investment strategy of 
investing in equity securities of small-cap companies. For each fund 
small-cap companies include those companies with market capitalizations 
equal to those within the universe of the S&P SmallCap 600 Index. The 
ING JP Morgan Small Cap Equity Portfolio combines growth and value 
investing styles by focusing on identifying attractively valued 
companies with positive business fundamentals. The Alger American Small 
Capitalization Portfolio focuses on growth stocks, seeking investments 
in companies that have strong prospects for future earnings growth.
    14. The ING JP Morgan Small Cap Equity Portfolio for the 
AllianceBernstein VPSF Small Cap Growth Portfolio. Growth of capital is 
the common investment objective of each of these funds. The ING JP 
Morgan Small Cap Equity Portfolio seeks capital growth over the long 
term. The AllianceBernstein VPSF Small Cap Growth Portfolio seeks 
growth of capital by pursuing aggressive investment policies.
    Each fund pursues a primary investment strategy of investing in 
equity securities of small-cap companies. For the ING JP Morgan Small 
Cap Equity Portfolio, small-cap companies include those companies with 
market capitalizations equal to those within the universe of the S&P 
SmallCap 600 Index. For the AllianceBernstein VPSF Small Cap Growth 
Portfolio small-cap companies are those at the time of investment fall 
within the lowest 20% of the total U.S. equity market capitalization 
(excluding companies with market capitalizations less than $410 
million). The ING JP Morgan Small Cap Equity Portfolio combines growth 
and value investing styles by focusing on identifying attractively 
valued companies with positive business fundamentals. The 
AllianceBernstein VPSF Small Cap Growth Portfolio focuses on growth 
stocks, seeking investments in companies that have strong prospects for 
future earnings growth.
    Both the ING JP Morgan Small Cap Equity Portfolio and the 
AllianceBernstein VPSF Small Cap Growth Portfolio may invest in foreign 
securities. Each fund is included in the same fund category by 
Morningstar, namely, Small Cap Growth.
    15. The ING JP Morgan Small Cap Equity Portfolio for the Premier 
VIT OpCap Small Cap Portfolio. The ING JP Morgan Small Cap Equity 
Portfolio seeks capital growth over the long term. The PIMCO Advisers 
VIT Op Cap Small Cap Portfolio seeks capital appreciation. Although not 
articulated in exactly the same way, the objectives of these funds are 
essentially the same.
    Each fund pursues a primary investment strategy of investing in 
equity securities of small-cap companies. The ING JP Morgan Small Cap 
Equity Portfolio combines growth and value investing styles by focusing 
on identifying attractively valued companies with positive business 
fundamentals. The PIMCO Advisers VIT OpCap Small Cap Portfolio applies 
the principles of value investing, employing an emphasis on companies 
that generate high returns on assets and free cash flow.
    The funds may invest in foreign securities. The ING JP Morgan Small 
Cap Equity Portfolio may invest up to 20% of its total assets in 
foreign securities in the form of depositary

[[Page 46204]]

receipts. The PIMCO Advisers VIT Op Cap Small Cap Portfolio may also 
invest in foreign securities.
    16. The ING JP Morgan Value Opportunities Portfolio for the 
AllianceBernstein VPSF Growth and Income Fund. The investment objective 
of the ING JP Morgan Value Opportunities Portfolio is to provide long-
term capital appreciation. The investment objective of the 
AllianceBernstein VPSF Growth and Income Portfolio is to seek 
reasonable current income and reasonable opportunity for appreciation 
through investments primarily in dividend-paying common stocks of good 
quality companies. Although not articulated in exactly the same way, 
the investment objectives and practices of the ING JP Morgan Value 
Opportunities Portfolio and AllianceBernstein VPSF Growth and Income 
Portfolio are consistent with and similar to each other.
    Notwithstanding the fact that the AllianceBernstein VPFS Growth and 
Income Fund's name and investment objective allude to a significant 
income component of the fund, the way in which the fund has been 
managed is more oriented towards growth and is consistent with the way 
the ING JP Morgan Value Opportunities Portfolio is managed. Both funds 
invest primarily in equity securities of mid- to large-sized U.S. 
companies which are judged to be undervalued or otherwise have the 
potential for capital growth. Both funds may also invest in foreign 
securities, debt securities and derivatives including options and 
futures. Furthermore, both funds use a similar value index consistent 
with their primary investment objective as a benchmark, and both funds 
are diversified and are included in the same fund category by 
Morningstar, namely, Large Cap Value.
    Finally, the ING JP Morgan Value Opportunities Portfolio has a 
significant income component to it. As of December 31, 2004, the JP 
Morgan Value Opportunities Fund, the retail fund equivalent of the ING 
JP Morgan Value Opportunities Portfolio, held 95% of income producing 
assets. As of the same date, 85% of the AllianceBernstein VPFS Growth 
and Income Fund's assets were invested in income producing assets.
    17. The ING JP Morgan Value Opportunities Portfolio for the 
AllianceBernstein VPSF Value Portfolio. The investment objective of the 
ING JP Morgan Value Opportunities Portfolio and the AllianceBernstein 
VPSF Value Portfolio are essentially the same. Specifically, the 
investment objective of the ING JP Morgan Value Opportunities Portfolio 
is to provide long-term capital appreciation and the investment 
objective of AllianceBernstein VPSF Value Portfolio is long-term growth 
of capital.
    In addition, the investment policies of each of these funds are the 
same as, similar to or consistent with each other. The ING JP Morgan 
Value Opportunities Portfolio invests primarily in mid- to large-sized 
U.S. companies with potential for capital growth, but may also invest 
in foreign securities, debt securities and derivatives including 
options and futures. The AllianceBernstein VPSF Value Portfolio invests 
primarily in a diversified portfolio of equity securities of companies 
with relatively large market capitalizations that Alliance believes are 
undervalued. The AllianceBernstein VPSF Value Portfolio may invest up 
to 15% of its total assets in foreign securities. This is similar to 
the ING JP Morgan Value Opportunities Portfolio which limits the total 
investment in foreign securities to 20% of its assets. Both funds may 
use derivatives to achieve their investment objectives. Both funds may 
invest in the four principal types of derivatives: options; futures; 
forwards; and swaps. Furthermore, each of these funds is diversified, 
and both are included in the same fund category by Morningstar, namely 
Large Cap Value.
    18. The ING JP Morgan Value Opportunities Portfolio for the 
Federated American Leaders Fund II. The investment objective of the ING 
JP Morgan Value Opportunities Portfolio is to provide long-term capital 
appreciation. The investment objective of the Federated American 
Leaders Fund is to seek long-term growth of capital. Although not 
articulated in the same way, each of these funds seeks to achieve long-
term growth by investing primarily in equity securities of mid- and 
large-sized U.S. companies that are judged to be undervalued or 
otherwise have potential for capital growth.
    Each fund invests primarily in mid- to large-sized U.S. companies 
with potential for capital growth, but may also invest in foreign 
securities, debt securities and derivatives including options and 
futures. Furthermore, each of these funds is diversified, and both are 
included in the same fund category by Morningstar, namely Large Cap 
Value.
    19. The ING JP Morgan Value Opportunities Portfolio for the Putnam 
VT Growth and Income Fund. The investment objective of the ING JP 
Morgan Value Opportunities Portfolio is to provide long-term capital 
appreciation. The investment objective for Putnam VT Growth and Income 
Fund is to seek capital growth and current income. Although not 
articulated in exactly the same way, the investment objectives and 
practices of the ING JP Morgan Value Opportunities Portfolio and Putnam 
VT Growth and Income Fund are consistent with and similar to each 
other.
    Notwithstanding the fact that the Putnam VT Growth and Income 
Fund's name and investment objective allude to an income component of 
the fund, the way in which the fund has been managed is more oriented 
towards growth and is consistent with the way the ING JP Morgan Value 
Opportunities Portfolio is managed. Each fund seeks to achieve long-
term growth by investing primarily in equity securities of mid- to 
large-sized U.S. companies that are judged to be undervalued or 
otherwise have potential for capital growth. Each fund may also invest 
in foreign securities, debt securities and derivatives including 
options and futures. Each fund uses a similar value index consistent 
with its primary investment objective as a benchmark. Furthermore, each 
of these funds is diversified, and both are included in the same fund 
category by Morningstar, namely Large Cap Value.
    Finally, the ING JP Morgan Value Opportunities Portfolio has a 
significant income component to it. As of December 31, 2004, the JP 
Morgan Value Opportunities Fund, the retail fund equivalent of the ING 
JP Morgan Value Opportunities Portfolio, held 95% of income producing 
assets. As of the same date, 96% of the Putnam VT Growth and Income 
Portfolio's assets were invested in income producing assets.
    20. The ING Legg Mason Value Portfolio for the AIM V.I. Premier 
Equity Fund. The investment objectives of the ING Legg Mason Value 
Portfolio and the AIM V.I. Premier Equity Fund are essentially the 
same. Specifically, the investment objective of the ING Legg Mason 
Value Portfolio is long-term growth of capital. The investment 
objective of the AIM V.I. Premier Equity Fund is long-term growth of 
capital with income as a secondary objective.
    Additionally, the investment policies of each of these funds are 
the same as, similar to or consistent with each other. Each fund seeks 
to meets it investment objective by investing primarily in equity 
securities. The ING Legg Mason Value Portfolio follows a value 
discipline in selecting securities, and therefore seeks to purchase 
securities at large discounts to the portfolio manager's assessment of 
their intrinsic value. The AIM V.I. Premier Equity Fund investment 
policies also focus on

[[Page 46205]]

undervalued equity securities. Furthermore, each of these funds is 
included in the same fund category by Morningstar, namely, Large Cap 
Blend.
    21. The ING Liquid Assets Portfolio for the Federated Prime Money 
Fund II. The investment objective of the ING Liquid Assets Portfolio is 
a high level of current income consistent with preservation of capital 
and liquidity. The investment objective of the Federated Prime Money 
Fund II is to provide current income consistent with stability of 
principal and liquidity. Each of these money market funds strives to 
maintain a stable net asset value of $1.00 per share by investing in 
high quality fixed income securities issued by banks, corporations and 
the U.S. government.
    22. The ING Marsico International Opportunities Portfolio for the 
AIM V.I. International Growth Fund. Long-term growth of capital is the 
common investment objective of each of these funds.
    Additionally, each fund pursues its investment objective by 
following a strategy of investing in equity securities of foreign 
companies. Each fund seeks to invest in more than one foreign country. 
The AIM V.I. International Growth Fund may invest up to 20% of its 
total assets in securities of issuers located in developing (emerging) 
countries. The ING Marsico International Growth Portfolio does not have 
a stated limit on emerg