ING Life Insurance and Annuity Company, et al., Notice of Application, 11236-11249 [E6-3116]
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11236
Federal Register / Vol. 71, No. 43 / Monday, March 6, 2006 / Notices
the entry into force of CAFTA–DR from
those CAFTA–DR countries that will
provide reciprocal retroactive duty
treatment or a benefit for textile or
apparel goods that is equivalent to
retroactive duty treatment.
Pursuant to Section 205(b) of the Act,
I have determined that El Salvador will
provide an equivalent benefit for textile
or apparel goods of the United States
within the meaning of Article 3.20 of
the CAFTA–DR. I therefore determine
that El Salvador is an eligible country
for purposes of Section 205 of the Act.
Rob Portman,
U.S. Trade Representative.
[FR Doc. E6–3109 Filed 3–3–06; 8:45 am]
BILLING CODE 3190–W6–P
SECURITIES AND EXCHANGE
COMMISSION
Submission for OMB Review;
Comment Request
Upon Written Request, Copies Available
From: Securities and Exchange
Commission, Office of Filings and
Information Services, Washington, DC
20549.
An agency may not conduct or
sponsor, and a person is not required to
respond to, a collection of information
unless it displays a currently valid
control number.
General comments regarding the
estimated burden hours should be
directed to the Desk Officer for the
Securities and Exchange Commission,
Office of Information and Regulatory
Affairs, Office of Management and
Budget, Room 10102, New Executive
Office Building, Washington, DC 20503
or by sending an e-mail to:
David_Rostker@omb.eop.gov. Any
comments concerning the accuracy of
the estimated average burden hours for
compliance with Commission rules and
forms should be directed to R. Corey
Booth, Director/Chief Information
Officer, Office of Information
Technology, Securities and Exchange
Commission, 100 F Street, NE.,
Washington, DC 20549. Comments must
be submitted to the Office of
Management and Budget within 30 days
of this notice.
Dated: February 27, 2006.
Nancy M. Morris,
Secretary.
[FR Doc. E6–3110 Filed 3–3–06; 8:45 am]
hsrobinson on PROD1PC70 with NOTICES
Extension: Rule 15c1–7; SEC File No. 270–
146; OMB Control No. 3235–0134.
BILLING CODE 8010–01–P
Notice is hereby given that pursuant
to the Paperwork Reduction Act of 1995
(44 U.S.C. 3501 et seq.), the Securities
and Exchange Commission
(‘‘Commission’’) is soliciting comments
on the collection of information
summarized below. The Commission
plans to submit this existing collection
of information to the Office of
Management and Budget for extension
and approval.
Rule 15c1–7 (17 CFR 240.15c1–7)
under the Securities Exchange Act of
1934 (15 U.S.C. 78a et seq.) provides
that any act of a broker-dealer designed
to effect securities transactions with or
for a customer account over which the
broker-dealer (directly or through an
agent or employee) has discretion will
be considered a fraudulent,
manipulative, or deceptive practice
under the Federal securities laws,
unless a record is made of the
transaction immediately by the brokerdealer. The record must include (a) the
name of the customer, (b) the name,
amount, and price of the security, and
(c) the date and time when such
transaction took place. The Commission
estimates that 500 respondents collect
information annually under Rule 15c1–
7 and that approximately 33,333 hours
would be required annually for these
collections.
SECURITIES AND EXCHANGE
COMMISSION
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Submission for OMB Review;
Comment Request
Upon Written Request, Copies Available
From: Securities and Exchange
Commission, Office of Filings and
Information Services, Washington, DC
20549.
Extension: Rule 22d–1; SEC File No. 270–
275; OMB Control No. 3235–0310.
Notice is hereby given that pursuant
to the Paperwork Reduction Act of 1995
[44 U.S.C. 3501–3520], the Securities
and Exchange Commission
(‘‘Commission’’) has submitted to the
Office of Management and Budget
requests for extension of the previously
approved collection of information
discussed below.
Rule 22d–1 [17 CFR 270.22d–1] under
the Investment Company Act of 1940
(the ‘‘Act’’) (15 U.S.C. 80a et seq.)
provides registered investment
companies that issue redeemable
securities (‘‘funds’’) an exemption from
section 22(d) of the Investment
Company Act to the extent necessary to
permit scheduled variations in or
elimination of the sales load on fund
securities for particular classes of
investors or transactions, provided
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certain conditions are met. The rule
imposes an annual burden per series of
a fund of approximately 15 minutes, so
that the total annual burden for the
approximately 5,015 series of funds that
might rely on the rule is estimated to be
1,254 hours.
The estimate of average burden hours
is made solely for the purposes of the
Paperwork Reduction Act, and is not
derived from a comprehensive or even
a representative survey or study.
The collection of information required
by rule 22d–1 is mandatory. Responses
will not be kept confidential. An agency
may not conduct or sponsor, and a
person is not required to respond to, a
collection of information unless it
displays a currently valid control
number.
General comments regarding the
above information should be directed to
the following persons: (i) Desk Officer
for the Securities and Exchange
Commission, Office of Information and
Regulatory Affairs, Office of
Management and Budget, Room 10102,
New Executive Office Building,
Washington, DC 20503, or e-mail to:
David_Rostker@omb.eop.gov; and (ii) R.
Corey Booth, Director/Chief Information
Officer, Office of Information
Technology, Securities and Exchange
Commission, 100 F Street, NW.,
Washington, DC 20549. Comments must
be submitted to OMB within 30 days of
this notice.
Dated: February 27, 2006.
Nancy M. Morris,
Secretary.
[FR Doc. E6–3111 Filed 3–3–06; 8:45 am]
BILLING CODE 8010–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. IC–27253; File No. 812–13237]
ING Life Insurance and Annuity
Company, et al., Notice of Application
February 28, 2006.
The Securities and Exchange
Commission (‘‘Commission’’).
ACTION: Notice of application for an
order pursuant to Section 26(c) of the
Investment Company Act of 1940
(‘‘1940 Act’’ or ‘‘Act’’), approving
certain substitutions of securities and
for an order of exemption pursuant to
Section 17(b) of the Act.
AGENCY:
Applicants: 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
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Federal Register / Vol. 71, No. 43 / Monday, March 6, 2006 / Notices
Company (each a ‘‘Company’’ and
together, the ‘‘Companies’’), Variable
Annuity Account B of ING Life
Insurance and Annuity Company,
Variable Annuity Account G of ING Life
Insurance and Annuity Company,
Variable Annuity Account I 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 A, B, C, D, E,
F, G, H, I, 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., ING Variable Portfolios,
Inc., ING Variable Products Trust, ING
VP Balanced Portfolio, Inc., ING VP
Intermediate Bond Portfolio, and ING
VP Money Market Portfolio are
collectively referred to herein as the
‘‘Applicants.’’
Summary of Application: The
Applicants request an order, pursuant to
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Section 26(c) 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., ING Variable
Portfolios, Inc. and ING Variable
Products Trust, and shares of the ING
VP Balanced Portfolio, Inc., ING VP
Intermediate Bond Portfolio, and ING
VP Money Market Portfolio (the
‘‘Substitute Funds’’) for shares of certain
registered investment companies
currently held by subaccounts of the
various Accounts (the ‘‘Replaced
Funds’’) as follows:
Substitute funds
Pioneer Small Cap Value VCT Portfolio—Class I ...................................
PIMCO VIT StocksPlus Growth and Income Portfolio—Administrative
Class.
ING FMR Diversified Mid Cap Portfolio—Class S ...................................
Neuberger Berman AMT Growth Portfolio—I Class
Neuberger Berman AMT Mid-Cap Growth Portfolio—I Class
Oppenheimer Aggressive Growth Fund/VA—Non-Service Shares
AIM V.I. Demographic Trends Fund—Series I ........................................
Alager American Growth Portfolio—Class O
Fidelity VIP Growth Portfolio—Initial Class
Fidelity VIP Growth Portfolio—Service Class
MFS VIT Emerging Growth Series—Initial Class
Fidelity VIP Growth Portfolio—Service Class 2 .......................................
ING FMR Earnings Growth Portfolio—Class S2
Pioneer Small Company VCT Portfolio—Class II ....................................
Oppenheimer Balanced Fund/VA—Non-Service Shares .........................
Oppenheimer Balanced Fund—Class A ..................................................
Greenwich Street Appreciation Portfolio ..................................................
Van Eck Worldwide Emerging Markets Fund—Initial Class ....................
Morgan Stanley UIF Value Portfolio—Class I ..........................................
Neuberger Berman AMT Limited Maturity Bond Portfolio—I Class .........
ING Liquid Assets Portfolio—Class S ......................................................
Scudder VS I Money Market Portfolio
AIM V.I. Government Securities Fund—Series I .....................................
Federated Fund for U.S. Government Securities II
American Century VP International Fund—Class I ..................................
Oppenheimer Capital Appreciation Fund—Class A .................................
American Century VP Balanced Fund—Class I ......................................
Neuberger Berman AMT Partners Portfolio—I Class ..............................
Oppenheimer Main Street Fund/VA—Non-Service Shares
MFS VIT Research Series—Initial Class .................................................
MFS VIT Strategic Income Series—Initial Class .....................................
Putnam VT Diversified Income Fund—Class IA ......................................
Eaton Vance Income Fund of Boston—Class A ......................................
Morgan Stanley UIF High Yield Portfolio—Class I
Oppenheimer High Income Fund/VA—Non-Service Shares
Oppenheimer High Yield Fund—Class A
Pioneer Equity Income VCT Portfolio-Class II .........................................
Alger American Leveraged AllCap Portfolio—Class O ............................
Dreyfus Stock Index Fund—Initial Shares ...............................................
MFS VIT Investors Trust Series—Initial Class .........................................
Neuberger Berman AMT Guardian Portfolio—I Class .............................
Fidelity VIP Asset Manager: Growth Portfolio—Initial Class ...................
Dreyfus VIF Growth and Income Portfolio—Initial Shares .......................
Premier VIT OpCap Managed Portfolio ...................................................
Fidelity VIP Asset Manager Portfolio—Initial Class .................................
Fidelity VIP Asset Manager Portfolio—Service Class
Liberty Asset Allocation Fund VS—Class A
Fidelity VIP High Income Portfolio—Initial Class .....................................
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ING Columbia Small Cap Value II Portfolio—I Class.
ING EquitiesPlus Portfolio—Class S.
ING FMR Diversified Mid Cap Portfolio—Class I.
ING FMR Earnings Growth Portfolio—Class I.
ING FMR Earnings Growth Portfolio—Class S.
ING
ING
ING
ING
ING
ING
ING
ING
FMR Small Cap Equity Portfolio—Class S.
Franklin Income Portfolio—Class I.
Franklin Income Portfolio—Class S.
Fundamental Research Portfolio—I Class.
JPMorgan Emerging Markets Equity Portfolio—Class I.
JPMorgan Value Opportunities Portfolio—Class S.
Limited Maturity Bond Portfolio—Class S.
Liquid Assets Portfolio—Class I.
ING Lord Abbett U.S. Government Securities Portfolio—I Class.
ING
ING
ING
ING
Marsico International Opportunities Portfolio—Class S.
Mercury Large Cap Growth Portfolio—Class S.
MFS Total Return Portfolio—Class I.
Neuberger Berman Partners Portfolio—I Class.
ING
ING
ING
ING
Oppenheimer Main Street Portfolio—Class I.
Oppenheimer Strategic Income Portfolio—I Class.
Oppenheimer Strategic Income Portfolio—S Class.
PIMCO High Yield Portfolio—Class S.
ING
ING
ING
ING
ING
ING
ING
ING
ING
Pioneer Equity-Income Portfolio—S Class.
Salomon Brothers Aggressive Growth Portfolio—I Class.
Stock Index Portfolio—Class I.
UBS U.S. Large Cap Equity Portfolio—I Class.
Van Kampen Comstock Portfolio—I Class.
Van Kampen Equity and Income Portfolio—I Class.
Van Kampen Growth and Income Portfolio—Class I.
Van Kampen Growth and Income Portfolio—Class S.
VP Balanced Portfolio—Class I
ING VP High Yield Bond Portfolio—Class I.
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Federal Register / Vol. 71, No. 43 / Monday, March 6, 2006 / Notices
Replaced funds
Substitute funds
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Fidelity VIP High Income Portfolio—Service Class
Scudder VS I International Portfolio—Class A .........................................
Fidelity VIP Overseas Portfolio—Initial Class ..........................................
Fidelity VIP Overseas Portfolio—Service Class
Fidelity VIP Overseas Portfolio—Service Class 2
Putnam VT International Growth and Income Fund—Class IB
Fidelity VIP Growth Opportunities Portfolio—Initial Class .......................
Oppenheimer Core Bond Fund/VA—Non-Service Shares ......................
Oppenheimer Money Fund/VA .................................................................
Oppenheimer Money Market Fund—Class A.
Putnam VT Small Cap Value Fund—Class 1A ........................................
Putnam VT Small Cap Value Fund—Class 1B ........................................
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 September 23, 2005. The Application
was amended and restated on February
15, 2006.
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 March 27, 2006, 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: Secretary, Securities and
Exchange Commission, 100 F Street,
NE., Washington, DC 20549–1090.
Applicants, J. Neil McMurdie, Esquire,
ING Americas U.S. Legal Services, 151
Farmington Avenue, TS31, Hartford, CT
06156–8975.
FOR FURTHER INFORMATION CONTACT:
Alison White, Senior Counsel, or Joyce
M. Pickholz, Branch Chief, 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,
100 F Street, NE., Room 1580,
Washington, DC 20549.
Applicants’ Representations
1. Each of the Companies is an
indirect wholly owned subsidiary of
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ING VP Index Plus International Equity Portfolio—Class I.
ING VP Index Plus International Equity Portfolio—Class S.
ING VP Index Plus LargeCap Portfolio—Class I.
ING VP Intermediate Bond Portfolio—Class I.
ING VP Money Market Portfolio—Class I.
ING Wells Fargo Small Cap Disciplined Portfolio—Class I.
ING Wells Fargo Small Cap Disciplined Portfolio—Class S.
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 of the others.
2. ING Life Insurance and Annuity
Company (‘‘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). Through a December 31,
2005 merger, ING Life’s operations
include the business of ING Insurance
Company of America (‘‘ING America’’).
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.
3. ING USA Annuity and Life
Insurance Company (‘‘ING USA’’) is an
Iowa stock life insurance company
which was originally organized in 1973
under the insurance laws of Minnesota.
Through January 1, 2004 mergers, ING
USA’s operations include the business
of 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.
4. ReliaStar Life Insurance Company
(‘‘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,
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annuities, employee benefits and
retirement contracts.
5. ReliaStar Life Insurance Company
of New York (‘‘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.
6. Security Life of Denver Insurance
Company (‘‘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.
7. Each of the Accounts is a
segregated asset account of the
Company that is the depositor of such
Account, 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.
8. Variable Annuity Account B of ING
Life Insurance and Annuity Company
(‘‘ING Life B’’) (File No. 811–2512) was
established by Aetna in 1976 as a
continuation of the separate account
established in 1974 under the laws of
the State of Arkansas by Aetna Variable
Annuity Life Insurance Company to
support certain Contracts.
9. Variable Annuity Account G of ING
Life Insurance and Annuity Company
(‘‘ING Life G’’), (formerly CLIAC
Separate Account A) (File No. 811–
5906), was originally established by
Confederation Life Insurance and
Annuity Company under the laws of the
State of Georgia in 1988. ING Life G was
transferred to Aetna in 1995 and reestablished by Aetna under the laws of
the State of Connecticut.
10. Variable Annuity Account I of ING
Life Insurance and Annuity Company
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Federal Register / Vol. 71, No. 43 / Monday, March 6, 2006 / Notices
(‘‘ING Life I’’), (formerly ING Variable
Annuity Account I of ING Insurance
Company of America) (File No. 811–
8582), was established by ING America
(then known as Aetna Insurance
Company of America) in 1994 under the
laws of the State of Connecticut.
11. Separate Account B of ING USA
Annuity and Life Insurance Company
(‘‘ING USA B’’) (File No. 811–5626) was
established by Golden in 1988 under the
laws of the State of Minnesota.
12. Separate Account EQ of ING USA
Annuity and Life Insurance Company
(‘‘ING USA EQ’’), (formerly Equitable
Life Insurance Company of Iowa
Separate Account A) (File No. 811–
8524), was established by Equitable Life
in 1988 under the laws of the State of
Iowa.
13. Separate Account U of ING USA
Annuity and Life Insurance Company
(‘‘ING USA U’’), (formerly United Life
and Annuity Separate Account One)
(File No. 811–9026), was originally
established by United Life and Annuity
in 1994 under the laws of the State of
Louisiana.
14. MFS ReliaStar Variable Account
of ReliaStar Life Insurance Company
(‘‘MFS ReliaStar VA’’) (File No. 811–
2997) was established by ReliaStar in
1979 under the laws of the State of
Minnesota.
15. ReliaStar Select Variable Account
of ReliaStar Life Insurance Company
(‘‘ReliaStar Select VA’’) (File No. 811–
3341) was established by ReliaStar in
1981 under the laws of the State of
Minnesota.
16. Select*Life Variable Account of
ReliaStar Life Insurance Company
(‘‘ReliaStar SL’’) (File No. 811–4208)
was established by ReliaStar in 1984
under the laws of the State of
Minnesota.
17. Separate Account N of ReliaStar
Life Insurance Company (‘‘ReliaStar
Separate Account N’’), formerly
Separate Account One of Northern Life
Insurance Company (File No. 811–
9002), was established by Northern in
1994 under the laws of the State of
Washington.
18. ReliaStar Life Insurance Company
of New York Separate Account NY–B
(‘‘ReliaStar NY B’’), formerly Separate
Account NY–B of First Golden
American Life Insurance Company of
New York (File No. 811–7935), was
established by First Golden in 1996
under the laws of the State of New York.
19. ReliaStar Life Insurance Company
of New York Variable Annuity Funds A,
B, & C (‘‘ReliaStar NY A, B, & C’’),
formerly Bankers Security Variable
Annuity Funds 001, 002, and 003 (File
No. 811–02579), were established by
Bankers Security Life Insurance Society
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(‘‘Bankers Security’’) in 1975 under the
laws of the State of New York.
20. ReliaStar Life Insurance Company
of New York Variable Annuity Funds D,
E, F, G, H & I (‘‘ReliaStar NY D, E, F,
G, H & I’’), formerly Bankers Security
Variable Annuity Funds 121, 122, 123,
124, 125 and 126 (File No. 811–02580),
were established by Bankers Security
Life Insurance Society (‘‘Bankers
Security’’) in 1975 (Funds 121, 122,
123), 1977 (Fund 124), 1978 (Fund 125)
and 1981 (Fund 126) under the laws of
the State of New York.
21. ReliaStar Life Insurance Company
of New York Variable Annuity Funds M,
P & Q (‘‘ReliaStar NY M, P&Q’’),
formerly Bankers Security Variable
Annuity Funds P&Q of Bankers Security
Life Insurance Society (‘‘Bankers
Security’’) (File No. 811–3098), were
established by Bankers Security in 1981
and 1982, respectively, under the laws
of the State of New York.
22. ReliaStar Life Insurance Company
of New York Variable Life Separate
Account I (‘‘ReliaStar NY I’’) (File No.
811–3427) was established by ReliaStar
NY in 1982 under the laws of the State
of New York.
23. Security Life Separate Account A1
(‘‘Security Life A1’’) (File No. 811–8196)
was established by Security Life in 1993
under the laws of the State of Colorado.
24. Security Life Separate Account L1
(‘‘Security Life L1’’) (File No. 811–8292)
was established by Security Life in 1993
under the laws of the State of Colorado.
25. Security Life Separate Account S–
A1 (‘‘Security Life S–A1’’), formerly
Southland Separate Account A1 (File
No. 811–8976), was originally
established by Southland in 1994 under
the laws of the State of Texas.
26. Security Life Separate Account S–
L1 (‘‘Security Life S–L1’’), formerly
Southland Separate Account L1 (File
No. 811–9106), was originally
established by Southland in 1994 under
the laws of the State of Texas.
27. Certain of the Substitute Funds are
series of ING Investors Trust, ING
Partners, Inc., ING Variable Portfolios,
Inc. or ING Variable Products Trust. ING
VP Balanced Portfolio, Inc., ING VP
Intermediate Bond Portfolio and ING VP
Money Market Portfolio are also
Substitute Funds.
28. 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).
29. ING Partners, Inc. (‘‘ING
Partners’’), formerly known as Portfolio
Partners, Inc., was organized as a
Maryland Corporation in 1997 and
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11239
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).
30. ING Variable Portfolios, Inc. (‘‘ING
Variable Portfolios’’), formerly known as
Aetna Variable Portfolios, Inc., was
organized as a Maryland Corporation in
1996. ING Variable Portfolios is
registered under the 1940 Act as an
open-end management investment
company (File No. 811–07651).
31. 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).
32. ING VP Balanced Portfolio, Inc.,
formerly known as Aetna Investment
Advisers Fund, Inc., was organized as a
Maryland Corporation in 1988. ING VP
Balanced Portfolio is registered under
the 1940 Act as an open-end
management investment company (File
No. 811–05773).
33. ING VP Intermediate Bond
Portfolio, formerly known as Aetna
Income Shares, was originally
established as a Maryland Corporation
in 1973. It was converted to a
Massachusetts business trust in January,
1984. ING VP Intermediate Bond
Portfolio is registered under the 1940
Act as an open-end management
investment company (File No. 811–
02361).
34. ING VP Money Market Portfolio,
formerly known as Aetna Variable
Encore Fund, was originally established
as a Maryland Corporation in 1974. It
was converted to a Massachusetts
business trust on January, 1984. ING VP
Money Market Portfolio is registered
under the 1940 Act as an open-end
management investment company (File
No. 811–02565).
35. 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
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.
E:\FR\FM\06MRN1.SGM
06MRN1
11240
Federal Register / Vol. 71, No. 43 / Monday, March 6, 2006 / Notices
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.
hsrobinson on PROD1PC70 with NOTICES
Management fees
(percent)
Substitute Fund:
• ING Columbia Small Cap Value II Portfolio—I
Class .....................................................................
Replaced Fund:
• Pioneer Small Cap Value VCT Portfolio—Class I
Substitute Fund:
• ING EquitiesPlus Portfolio—Class S ....................
Replaced Fund:
• PIMCO VIT StocksPlus Growth and Income—Administrative Class ..................................................
Substitute Fund:
• ING FMR Diversified Mid Cap Portfolio—Class I 2
Replaced Fund:
• ING FMR Diversified Mid Cap Portfolio—Class
S 2 ..........................................................................
Substitute Fund:
• ING FMR Diversified Mid Cap Portfolio—Class I 2
Replaced Fund:
• Neuberger Berman AMT Growth Portfolio—I
Class .....................................................................
Substitute Fund:
• ING FMR Diversified Mid Cap Portfolio—Class I 2
Replaced Fund:
• Neuberger Berman AMT Mid-Cap Growth Portfolio-Class I ...........................................................
Substitute Fund:
• ING FMR Diversified Mid Cap Portfolio—Class I 2
Replaced Fund:
• Oppenheimer Aggressive Growth Fund/VA—
Non-Service Shares ..............................................
Substituted Fund:
• ING FMR Earnings Growth Portfolio—I Class ......
Replaced Fund:
• AIM V.I. Demographic Trends Fund—Series I .....
Substitute Fund:
• ING FMR Earnings Growth Portfolio—I Class ......
Replaced Fund:
• Alger American Growth Portfolio—Class O ..........
Substitute Fund:
• ING FMR Earnings Growth Portfolio—Class I ......
Replaced Fund:
• Fidelity VIP Growth Portfolio—Initial Class ...........
Replaced Fund:
• Fidelity VIP Growth Portfolio—Service Class .......
Substitute Fund:
• ING FMR Earnings Growth Portfolio—Class S ....
Replaced Fund:
• Fidelity VIP Growth Portfolio—Service Class 2 ....
Substitute Fund:
• ING FMR Earnings Growth Portfolio—Class I ......
Replaced Fund:
• MFS VIT Emerging Growth Series—Initial Class
Substitute Fund:
• ING FMR Earnings Growth Portfolio—Class S ....
Replaced Fund:
• ING FMR Earnings Growth Portfolio—Class S2 ..
Substitute Fund:
• ING FMR Small Cap Equity Portfolio—Class S ...
Replaced Fund:
• Pioneer Small Company VCT Portfolio—Class II
Substitute Fund:
• ING Franklin Income Portfolio—Class I ................
Replaced Fund:
VerDate Aug<31>2005
14:30 Mar 03, 2006
Jkt 208001
PO 00000
Frm 00066
Distribution
(12b–1)
fees
(percent)
Comparison of Fees and Expenses
36. The comparative fees and
expenses for each fund in the proposed
substitutions are as follows:
Other
expenses
(percent)
Total
annual
expenses
(percent)
Expense
waivers
(percent)
Net
annual
expenses
(percent)
0.75
....................
0.20
0.95
....................
0.95
0.75
....................
0.55
1.30
0.05
1.25
0.30
....................
1 0.44
0.74
0.09
0.65
0.40
....................
0.25
0.65
....................
0.65
0.65
....................
0.01
0.66
....................
0.66
0.65
....................
0.26
091
....................
0.91
0.65
....................
0.01
0.66
....................
0.66
0.85
....................
0.11
0.96
....................
0.96
0.65
....................
0.01
0.66
....................
0.66
0.84
....................
0.08
0.92
....................
0.92
0.65
....................
0.01
0.66
....................
0.66
0.67
....................
0.02
0.69
....................
0.69
0.58
....................
0.15
0.73
0.05
0.68
0.77
....................
0.37
1.14
0.13
1.01
0.58
....................
0.15
0.73
0.05
0.68
0.75
....................
0.11
0.86
....................
0.86
0.58
....................
0.15
0.73
0.05
0.68
0.58
....................
0.10
0.68
....................
0.68
0.58
0.10
0.10
0.78
....................
0.78
0.58
....................
3 0.40
0.98
0.05
0.93
0.58
0.25
0.10
0.93
....................
0.93
0.58
....................
0.15
0.73
0.05
0.68
0.75
....................
0.12
0.87
....................
0.87
0.58
....................
3 0.40
0.98
0.05
0.93
0.58
0.25
3 0.40
1.23
19 15
1.08
0.75
....................
3 0.45
1.20
....................
1.20
0.75
0.25
0.76
1.76
0.28
1.48
0.65
....................
0.09
0.74
....................
0.74
Fmt 4703
Sfmt 4703
E:\FR\FM\06MRN1.SGM
06MRN1
11241
Federal Register / Vol. 71, No. 43 / Monday, March 6, 2006 / Notices
hsrobinson on PROD1PC70 with NOTICES
Management fees
(percent)
• Oppenheimer Balanced Fund/VA—Non-Service
Shares ...................................................................
Substitute Fund:
• ING Franklin Income Portfolio—Class S ..............
Replaced Fund:
• Oppenheimer Balanced Fund—Class A ...............
Substitute Fund:
• ING Fundamental Research Portfolio—I Class ....
Replaced Fund:
• Greenwich Street Appreciation Portfolio ...............
Substitute Fund:
• ING JPMorgan Emerging Markets Equity Portfolio—Class I 4 .......................................................
Replaced Fund:
• Van Eck Worldwide Emerging Markets Fund—
Initial Class ............................................................
Substitute Fund:
• ING JPMorgan Value Opportunities Portfolio—
Class S ..................................................................
Replaced Fund:
• Morgan Stanley UIF Value Portfolio .....................
Substitute Fund:
• ING Limited Maturity Bond Portfolio—Class S 4 ...
Replaced Fund:
• Neuberger Berman AMT Limited Maturity Bond
Portfolio—Class I ..................................................
Substitute Fund:
• ING Liquid Assets Portfolio—Class I 4 ..................
Replaced Fund:
• ING Liquid Assets Portfolio—Class S 4 ................
Substitute Fund:
• ING Liquid Assets Portfolio—Class I 4 ..................
Replaced Fund:
• Scudder VS I Money Market Portfolio ..................
Substitute Fund:
• ING Lord Abbett U.S. Government Securities
Portfolio—I Class ..................................................
Replaced Fund:
• AIM V.I. Government Securities Fund—Class I ...
Substitute Fund:
• ING Lord Abbett U.S. Government Portfolio—I
Class .....................................................................
Replaced Fund:
• Federated Fund for U.S. Government Securities
II ............................................................................
Substitute Fund:
• ING Marsico International Opportunities Portfolio—Class S ........................................................
Replaced Fund:
• American Century VP International Fund—Class
I .............................................................................
Substitute Fund:
• ING Mercury Large Cap Growth Portfolio—Class
S 6 ..........................................................................
Replaced Fund:
• Oppenheimer Capital Appreciation Fund—Class
A ............................................................................
Substitute Fund:
• ING MFS Total Return Portfolio—Class I 6 ...........
Replaced Fund:
• American Century VP Balanced Fund—Class I ...
Substitute Fund:
• ING Neuberger Berman Partners Portfolio—I
Class .....................................................................
Replaced Fund:
• Neuberger Berman AMT Partners Portfolio—I
Class .....................................................................
Substitute Fund:
• ING Neuberger Berman Partners Portfolio—I
Class .....................................................................
Replaced Fund:
VerDate Aug<31>2005
14:30 Mar 03, 2006
Jkt 208001
PO 00000
Frm 00067
Distribution
(12b–1)
fees
(percent)
Total
annual
expenses
(percent)
Other
expenses
(percent)
Expense
waivers
(percent)
Net
annual
expenses
(percent)
0.72
....................
0.02
0.74
....................
0.74
0.65
....................
3 0.34
0.99
....................
0.99
0.71
0.20
0.16
1.07
....................
1.07
0.60
....................
0.20
0.80
0.05
0.75
0.73
....................
0.02
0.75
....................
0.75
1.25
....................
0.02
1.27
....................
1.27
1.00
....................
0.39
1.39
0.03
1.36
0.40
....................
5 0.40
0.80
0.02
0.78
0.55
....................
0.40
0.95
....................
0.95
0.28
....................
5 0.25
0.53
....................
0.53
0.65
....................
0.08
0.73
....................
0.73
0.27
....................
0.02
0.29
....................
0.29
0.27
....................
5 0.27
....................
0.54
0.54
0.27
....................
0.02
0.29
....................
0.29
0.37
....................
0.16
0.53
....................
0.53
0.47
....................
0.22
0.69
....................
0.69
0.47
....................
0.40
0.87
....................
0.87
0.47
....................
0.22
0.69
....................
0.69
0.60
....................
0.38
0.98
....................
0.98
0.54
....................
5 0.42
0.96
0.03
0.93
1.27
....................
....................
1.27
....................
1.27
0.80
....................
7 0.25
1.05
0.05
1.00
0.57
0.24
0.28
1.09
....................
1.09
0.64
....................
....................
0.64
....................
0.64
0.90
....................
....................
0.90
....................
0.90
0.60
....................
0.07
0.67
....................
0.67
0.83
....................
0.08
0.91
....................
0.91
0.60
....................
0.07
0.67
....................
0.67
Fmt 4703
Sfmt 4703
E:\FR\FM\06MRN1.SGM
06MRN1
11242
Federal Register / Vol. 71, No. 43 / Monday, March 6, 2006 / Notices
hsrobinson on PROD1PC70 with NOTICES
Management fees
(percent)
• Oppenheimer Main Street Fund/VA—Non-Service Shares .............................................................
Substitute Fund:
• ING Oppenheimer Main Street Portfolio—Class
I 6 ...........................................................................
Replaced Fund:
• MFS VIT Research Series—Initial Class ..............
Substitute Fund:
• ING Oppenheimer Strategic Income Portfolio—I
Class .....................................................................
Replaced Fund:
• MFS VIT Strategic Income Series—Initial Class ..
Substitute Fund:
• ING Oppenheimer Strategic Income Portfolio—S
Class .....................................................................
Replaced Fund:
• Putnam VT Diversified Income Fund—Class IA ...
Substitute Fund:
• ING PIMCO High Yield Portfolio—Class S 9 ........
Replaced Fund:
• Eaton Vance Income Fund of Boston—Class A ..
Substitute Fund:
• ING PIMCO High Yield Portfolio—Class S 9 ........
Replaced Fund:
• Morgan Stanley UIF High Yield Portfolio—Class I
Substitute Fund:
• ING PIMCO High Yield Portfolio—Class S 9 ........
Replaced Fund:
• Oppenheimer High Income Fund/VA—Non-Service Shares .............................................................
Substitute Fund:
• ING PIMCO High Yield Portfolio—Class S 9 ........
Replaced Fund:
• Oppenheimer High Yield Fund—Class A .............
Substitute Fund:
• ING Pioneer Equity-Income Portfolio—S Class ....
Replaced Fund:
• Pioneer Equity Income VCT Portfolio—Class II ...
Substituted Fund:
• ING Salomon Brothers Aggressive Growth Portfolio—I Class .........................................................
Replaced Fund:
• Alger American Leveraged AllCap Portfolio—
Class O .................................................................
Substituted Fund:
• ING Stock Index Portfolio—Class I 9 ....................
Replaced Fund:
• Dreyfus Stock Index Fund—Initial Shares ............
Substitute Fund:
• ING UBS U.S. Large Cap Equity Portfolio—I
Class .....................................................................
Replaced Fund:
• MFS VIT Investors Trust Series—Initial Class .....
Substitute Fund:
• ING Van Kampen Comstock Portfolio—I Class ...
Replaced Fund:
• Neuberger Berman AMT Guardian Portfolio—
Class I ...................................................................
Substitute Fund:
• ING Van Kampen Equity and Income Portfolio—I
Class .....................................................................
Replaced Fund:
• Fidelity VIP Asset Manager Growth Portfolio—Initial Class ................................................................
Substitute Fund:
• ING Van Kampen Growth and Income Portfolio—
Class I 12 ...............................................................
Replaced Fund:
• Dreyfus VIF Growth and Income Portfolio—Service Shares .............................................................
Substitute Fund:
VerDate Aug<31>2005
14:30 Mar 03, 2006
Jkt 208001
PO 00000
Frm 00068
Distribution
(12b–1)
fees
(percent)
Other
expenses
(percent)
Total
annual
expenses
(percent)
Expense
waivers
(percent)
Net
annual
expenses
(percent)
0.66
....................
0.01
0.67
....................
0.67
0.64
....................
....................
0.64
....................
0.64
0.75
....................
0.13
0.88
....................
0.88
0.50
....................
0.04
0.54
....................
0.54
0.75
....................
0.33
1.08
0.18
0.90
0.50
....................
8 0.29
0.79
0.04
0.75
0.69
....................
0.14
0.83
0.02
0.81
0.49
....................
10 0.25
0.74
....................
0.74
0.63
....................
0.43
1.06
....................
1.06
0.49
....................
11 0.25
0.74
....................
0.74
0.45
....................
0.41
0.86
....................
0.86
0.49
....................
10 0.25
0.74
....................
0.74
0.72
....................
0.03
0.75
....................
0.75
0.49
....................
10 0.25
0.74
....................
0.74
0.61
0.24
0.18
1.03
....................
1.03
0.65
....................
10 0.45
1.10
0.15
0.95
0.65
0.25
0.08
0.98
....................
0.98
0.69
....................
0.13
0.82
....................
0.82
0.85
....................
0.12
0.97
....................
0.97
0.25
....................
....................
0.25
....................
0.25
0.25
....................
0.01
0.26
....................
0.26
0.70
....................
0.15
0.85
....................
0.85
0.75
....................
0.11
0.86
....................
0.86
0.60
....................
0.35
0.95
0.07
0.88
0.85
....................
0.13
0.98
....................
0.98
0.55
....................
0.02
0.57
....................
0.57
0.58
....................
0.16
0.74
....................
0.74
0.66
....................
0.01
0.67
....................
0.67
0.75
....................
0.07
0.82
....................
0.82
Fmt 4703
Sfmt 4703
E:\FR\FM\06MRN1.SGM
06MRN1
11243
Federal Register / Vol. 71, No. 43 / Monday, March 6, 2006 / Notices
hsrobinson on PROD1PC70 with NOTICES
Management fees
(percent)
• ING Van Kampen Growth and Income Portfolio—
Class S 12 ..............................................................
Replaced Fund:
• Premier VIT OpCap Managed Portfolio ................
Substitute Fund:
• ING VP Balanced Portfolio—Class I .....................
Replaced Fund:
• Fidelity VIP Asset Manager Portfolio—Initial
Class .....................................................................
Replaced Fund:
• Fidelity VIP Asset Manager Portfolio—Service
Class .....................................................................
Substitute Fund:
• ING VP Balanced Portfolio—Class I .....................
Replaced Fund:
• Liberty Asset Allocation Fund VS—Class A .........
Substitute Fund:
• ING VP High Yield Bond Portfolio—Class I .........
Replaced Fund:
• Fidelity VIP High Income Portfolio—Initial Class ..
Replaced Fund:
• Fidelity VIP High Income Portfolio—Service
Class .....................................................................
Substitute Fund:
• ING VP Index Plus International Equity Portfolio—Class I .........................................................
Replaced Fund:
• Scudder VS I International Portfolio—Class A .....
Substitute Fund:
• ING VP Index Plus International Equity Portfolio—Class S ........................................................
Replaced Fund:
• Fidelity VIP Overseas Portfolio—Initial Class .......
Replaced Fund:
• Fidelity VIP Overseas Portfolio—Service Class ...
Replaced Fund:
• Fidelity VIP Overseas Portfolio—Service Class 2
Substitute Fund:
• ING VP Index Plus International Equity Portfolio—Class S ........................................................
Replaced Fund:
• Putnam VT International Growth and Income
Fund—Class IB .....................................................
Substitute Fund:
• ING VP Index Plus LargeCap Portfolio—Class I ..
Replaced Fund:
• Fidelity VIP Growth Opportunities Portfolio—Initial Class ................................................................
Substitute Fund:
• ING VP Intermediate Bond Portfolio—Class I ......
Replaced Fund:
• Oppenheimer Core Bond Fund/VA—Non-Service
Shares ...................................................................
Substitute Fund:
• ING VP Money Market Portfolio—Class I .............
Replaced Fund:
• Oppenheimer Money Fund/VA .............................
Substitute Fund:
• ING VP Money Market Portfolio—Class I .............
Replaced Fund:
• Oppenheimer Money Market Fund—Class A .......
Substitute Fund:
• ING Wells Fargo Small Cap Disciplined Portfolio—Class I .........................................................
Replaced Fund:
• Putnam VT Small Cap Value Fund—Class 1A
Shares ...................................................................
Substitute Fund:
• ING Wells Fargo Small Cap Disciplined Portfolio—Class S ........................................................
Replaced Fund:
VerDate Aug<31>2005
14:30 Mar 03, 2006
Jkt 208001
PO 00000
Frm 00069
Distribution
(12b–1)
fees
(percent)
Other
expenses
(percent)
Total
annual
expenses
(percent)
Expense
waivers
(percent)
Net
annual
expenses
(percent)
0.66
....................
13 0.26
0.92
....................
0.92
0.80
....................
0.12
0.92
....................
0.92
0.50
....................
0.09
0.59
....................
0.59
0.53
....................
0.12
0.65
....................
0.65
0.53
0.10
0.13
0.76
....................
0.76
0.50
....................
0.09
0.59
....................
0.59
0.60
....................
0.17
0.77
....................
0.77
0.58
....................
0.25
0.83
0.12
0.71
0.58
....................
0.13
0.71
....................
0.71
0.58
0.10
0.13
0.81
....................
0.81
0.45
....................
0.22
0.67
0.12
0.55
0.87
....................
0.17
1.04
....................
1.04
0.45
....................
14 0.47
0.92
0.12
0.80
0.72
....................
0.19
0.91
....................
0.91
0.72
0.10
0.19
1.01
....................
1.01
0.72
0.25
0.19
1.16
....................
1.16
0.45
....................
14 0.47
0.92
0.12
0.80
0.80
0.25
0.21
1.26
....................
1.26
0.35
....................
0.09
0.44
....................
0.44
0.58
....................
0.14
0.72
....................
0.72
0.40
....................
0.08
0.48
....................
0.48
0.72
....................
0.03
0.75
....................
0.75
0.25
....................
0.09
0.34
....................
0.34
0.45
....................
0.03
0.48
....................
0.48
0.25
....................
0.09
0.34
....................
0.34
0.42
....................
0.31
0.73
....................
0.73
0.53
....................
0.34
0.87
....................
0.87
0.77
....................
0.10
0.87
....................
0.87
0.53
....................
0.59
1.12
....................
1.12
Fmt 4703
Sfmt 4703
E:\FR\FM\06MRN1.SGM
06MRN1
11244
Federal Register / Vol. 71, No. 43 / Monday, March 6, 2006 / Notices
Management fees
(percent)
• Putnam VT Small Cap Value Fund—Class 1B
Shares ...................................................................
0.77
Distribution
(12b–1)
fees
(percent)
Other
expenses
(percent)
0.25
0.10
Total
annual
expenses
(percent)
1.12
Expense
waivers
(percent)
....................
Net
annual
expenses
(percent)
1.12
1 The
‘‘Other Expenses’’ of this portfolio includes a Shareholder Services Fee of 0.25%.
Fund is subject to a unified fee arrangement.
‘‘Other Expenses’’ of this portfolio includes a Shareholder Services Fee of 0.25%.
4 This Fund is subject to a unified fee arrangement.
5 The ‘‘Other Expenses’’ of this portfolio includes a Shareholder Services Fee of 0.25%.
6 This Fund is subject to a unified fee arrangement.
7 The ‘‘Other Expenses’’ of this portfolio includes a Shareholder Services Fee of 0.25%. This Shareholder Services Fee is permanently capped
at 0.25%. Other expenses in excess of this Shareholder Services Fee, if any, cover operating expenses such as the cost of Trustees who are
not interested persons of Directed Services, Inc. (including the cost of the Trustees and Officers Errors and Omissions Liability Insurance coverage) and any taxes paid by the portfolios. The portfolios also bear any extraordinary expenses.
8 The ‘‘Other Expenses’’ of this portfolio includes a Shareholder Services Fee of 0.25%.
9 This Fund is subject to a unified fee arrangement.
10 The ‘‘Other Expenses’’ of this portfolio includes a Shareholder Services Fee of 0.25%.
11 The ‘‘Other Expenses’’ of this portfolio includes a Shareholder Services Fee of 0.25%. This Shareholder Services Fee is permanently
capped at 0.25%.
12 This Fund is subject to a unified fee arrangement.
13 The ‘‘Other Expenses’’ of this portfolio includes a Shareholder Service Fee of 25%.
14 The ‘‘Other Expenses’’ of this portfolio includes a Shareholder Services Fee of 0.25%.
2 This
3 The
hsrobinson on PROD1PC70 with NOTICES
Investment Objectives and Policies
The investment objectives of each
Replaced and Substitute Fund follow:
37. ING Columbia Small Cap Value
Portfolio for the Pioneer Small Cap
Value VCT Portfolio. The investment
objective of the ING Columbia Small
Cap Value Portfolio is long-term growth.
The investment objective of the Pioneer
Small Cap Value Portfolio is capital
growth.
38. ING EquitiesPlus Portfolio for the
PIMCO VIT StocksPlus Growth and
Income Portfolio. The investment
objective of each portfolio is to seek a
total return which exceeds that of the
Standard & Poor’s 500 Composite Stock
Price Index (‘‘S&P 500’’).
39. ING FMR Diversified Mid Cap
Portfolio—Class I for the ING FMR
Diversified Mid Cap Portfolio—Class S.
The 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.
40. ING FMR Diversified Mid Cap
Portfolio for the Neuberger Berman
AMT Growth Portfolio. The ING FMR
Diversified Mid Cap Portfolio seeks
long-term growth of capital, and the
Neuberger Berman AMT Growth
Portfolio seeks growth of capital.
41. ING FMR Diversified Mid Cap
Portfolio for the Neuberger Berman
AMT Mid-Cap Growth Portfolio. The
ING FMR Diversified Mid Cap Portfolio
seeks long-term growth of capital, and
the Neuberger Berman AMT Mid-Cap
Growth Portfolio seeks growth of
capital.
42. ING FMR Diversified Mid Cap
Portfolio for the Oppenheimer
Aggressive Growth Fund/VA. The ING
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FMR Diversified Mid Cap Portfolio
seeks long-term growth of capital, and
the Oppenheimer Aggressive Growth
Fund/VA seeks capital appreciation by
investing in growth type companies.
43. ING FMR Earnings Growth
Portfolio for the AIM V.I. Demographic
Trends Fund. The investment objective
of ING FMR Earnings Growth Portfolio
and of the AIM V.I. Demographic
Trends Fund is to seek long-term growth
of capital.
44. ING FMR Earnings Growth
Portfolio for the Alger American Growth
Portfolio. The ING FMR Earnings
Growth Portfolio seeks long-term growth
of capital, and the Alger Portfolio seeks
long-term capital appreciation.
45. ING FMR Earnings Growth
Portfolio for the Fidelity VIP Growth
Portfolio. The ING FMR Earnings
Growth Portfolio seeks growth of capital
over the long term, and the Fidelity VIP
Growth Portfolio seeks capital
appreciation.
46. ING FMR Earnings Growth
Portfolio for the MFS VIT Emerging
Growth Series. The investment objective
of both the ING FMR Earnings Growth
Portfolio and the MFS VIT Emerging
Growth Portfolio is to seek growth of
capital over the long term.
47. ING FMR Earnings Growth
Portfolio—Class S for the ING FMR
Earnings Growth Portfolio—Class S2.
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.
48. ING FMR Small Cap Equity
Portfolio for the Pioneer Small Company
VCT Portfolio. The investment objective
of both the ING FMR Small Cap Equity
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Portfolio and the Pioneer Small
Company VCT Fund is capital growth.
49. ING Franklin Income Portfolio for
the Oppenheimer Balanced Fund/VA.
The investment objective of the ING
Franklin Income Portfolio is to
maximize income while maintaining
prospects for capital appreciation. The
investment objective of the
Oppenheimer Balanced Fund is high
total investment return, which includes
current income and capital
appreciation.
50. ING Franklin Income Portfolio for
the Oppenheimer Balanced Fund. The
investment objective of the ING
Franklin Income Portfolio is to
maximize income while maintaining
prospects for capital appreciation. The
investment objective of the
Oppenheimer Balanced Fund is high
total investment return with
preservation of principal.
51. ING Fundamental Research
Portfolio for the Greenwich Street
Appreciation Portfolio. The investment
objective of ING Fundamental Research
Portfolio is to maximize total return,
while the investment objective for the
Greenwich Street Portfolio is long-term
appreciation of capital.
52. ING JPMorgan Emerging Markets
Equity Portfolio for the Van Eck
Worldwide Emerging Markets Fund.
The investment objective of the ING
JPMorgan Emerging Markets Equity
Portfolio is capital appreciation, and the
investment objective of the Van Eck
Worldwide Emerging Markets Portfolio
is long-term capital appreciation.
53. ING JPMorgan Value
Opportunities Portfolio for the Morgan
Stanley UIF Value Portfolio. The
investment objective of the ING
JPMorgan Value Opportunities Portfolio
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is long-term capital appreciation. The
investment objective of the Morgan
Stanley UIF Value Portfolio is aboveaverage returns over a market cycle of
three to five years.
54. ING Limited Maturity Bond
Portfolio for the Neuberger Berman
AMT Limited Maturity Bond Portfolio.
The investment objective of ING
Limited Maturity Bond Portfolio is to
seek the highest current income
consistent with low risk to principal
and liquidity. The investment objective
of Neuberger Berman AMT Limited
Maturity Bond Portfolio is to seek the
highest available current income
consistent with liquidity and low risk to
principal.
55. ING Liquid Assets Portfolio—
Class I for the ING Liquid Assets
Portfolio—Class S. 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.
56. ING Liquid Assets Portfolio for the
Scudder VS I Money Market Portfolio.
The investment objective of the ING
Liquid Assets Portfolio is to seek the
highest level of current income
consistent with the preservation of
capital and liquidity. The investment
objective of the Scudder VS Money
Market Portfolio is to maintain stability
of capital and maintain the liquidity of
capital and to provide current income.
57. ING Lord Abbett U.S. Government
Portfolio for the AIM V.I. Government
Securities Fund. The investment
objective of the ING Lord Abbett U.S.
Government Portfolio is high current
income consistent with reasonable risk.
The investment objective of AIM V.I.
Government Securities Fund is to
achieve a high level of current income
consistent with reasonable concern for
safety of principal.
58. ING Lord Abbett U.S. Government
Portfolio for Federated Fund for U.S.
Government Securities II. The
investment objective of the ING Lord
Abbett U.S. Government Portfolio is the
highest current income consistent with
reasonable risk. The investment
objective of Federated Fund for U.S.
Government Securities is current
income.
59. ING Marsico International
Opportunities Portfolio for the
American Century VP International
Fund. The investment objective of the
ING Marsico International
Opportunities Portfolio is long-term
growth of capital. The investment
objective for the American Century
Portfolio is capital growth.
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60. ING Mercury Large Cap Growth
Portfolio for the Oppenheimer Capital
Appreciation Fund. The investment
objective of the ING Mercury Large Cap
Growth Portfolio is long-term growth of
capital. The investment objective of the
Oppenheimer Capital Appreciation
Fund is capital appreciation.
61. ING MFS Total Return Portfolio
for the American Century VP Balanced
Fund. The investment objective of the
ING MFS Total Return Portfolio is above
average income consistent with prudent
employment of capital. The investment
objective of the American Century VP
Balanced Fund is long-term capital
growth and current income.
62. ING Neuberger Berman Partners
Portfolio for the Neuberger Berman
AMT Partners Portfolio. The ING
Neuberger Berman Partners Portfolio is
patterned after the Neuberger Berman
AMT Partners Portfolio, and the
investment objective of each portfolio is
growth of capital.
63. ING Neuberger Berman Partners
Portfolio for the Oppenheimer Main
Street Fund/VA. The investment
objective of the ING Neuberger Berman
Partners Portfolio is growth of capital.
The objective for the Oppenheimer
Main Street Fund is high total return
(which includes growth in the value of
its shares as well as current income).
64. ING Oppenheimer Main Street
Portfolio for the MFS VIT Research
Series. The investment objective of both
the ING Oppenheimer Main Street
Portfolio and MFS VIT Research Series
is long-term growth and future income.
65. ING Oppenheimer Strategic
Income Portfolio for the MFS VIT
Strategic Income Series. The investment
objective of both the ING Oppenheimer
Strategic Income Portfolio and MFS VIT
Strategic Income Series is high current
income.
66. ING Oppenheimer Strategic
Income Portfolio for the Putnam VT
Diversified Income Fund. The ING
Oppenheimer Strategic Income Portfolio
seeks a high level of current income and
the Putnam VT Diversified Income Fund
seeks as high a level of current income
as the investment adviser believes is
consistent with preservation of capital.
67. ING PIMCO High Yield Portfolio
for the Eaton Vance Income Fund of
Boston. The ING PIMCO High Yield
Portfolio seeks maximum total return,
consistent with the preservation of
capital and prudent investment
management. The Eaton Vance Income
Fund of Boston seeks to provide as
much current income as possible.
68. ING PIMCO High Yield Portfolio
for the Morgan Stanley UIF High Yield
Portfolio. The ING PIMCO High Yield
Portfolio seeks maximum total return,
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11245
consistent with the preservation of
capital and prudent investment
management. The Morgan Stanley UIF
High Yield Portfolio seeks aboveaverage total returns over a market cycle
of three to five years.
69. ING PIMCO High Yield Portfolio
for the Oppenheimer High Income
Fund/VA. The ING PIMCO High Yield
Portfolio seeks maximum total return,
consistent with the preservation of
capital and prudent investment
management. The Oppenheimer High
Income Fund/VA seeks a high level of
current income.
70. ING PIMCO High Yield Portfolio
for the Oppenheimer High Yield Fund.
The ING PIMCO High Yield Portfolio
seeks maximum total return, consistent
with the preservation of capital and
prudent investment management. The
Oppenheimer High Yield Fund seeks a
high level of current income.
71. ING Pioneer Equity-Income
Portfolio for the Pioneer Equity Income
VCT Portfolio. Both the ING Pioneer
Equity-Income Portfolio and the Pioneer
VCT Equity Income Portfolio seek
current income and long-term growth of
capital.
72. ING Salomon Brothers Aggressive
Growth Portfolio for the Alger American
Leveraged AllCap Portfolio. The ING
Salomon Brothers Aggressive Growth
Portfolio seeks long-term growth of
capital. The Alger American Leveraged
AllCap Portfolio seeks long-term capital
appreciation.
73. ING Stock Index Portfolio for the
Dreyfus Stock Index Fund. The
investment objective of the ING Stock
Index Portfolio and the Dreyfus Stock
Index Fund is total return.
74. ING UBS U.S. Large Cap Equity
Portfolio for the MFS VIT Investors
Trust Series. The investment objective
of both the ING UBS U.S. Large Cap
Equity Portfolio and MFS VIT Investors
Trust Series is long-term growth of
capital and future income.
75. ING Van Kampen Comstock
Portfolio for the Neuberger Berman
AMT Guardian Portfolio. The
investment objective of the ING Van
Kampen Comstock Portfolio is capital
growth and income. The investment
objective of Neuberger Berman AMT
Guardian Portfolio is long-term growth
of capital and as a secondary objective,
current income.
76. ING Van Kampen Equity and
Income Portfolio for the Fidelity VIP
Asset Manager: Growth Portfolio. The
investment objective of the ING Van
Kampen Equity and Income Portfolio is
total return, consisting of long-term
capital appreciation and current
income. The investment objective of the
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Fidelity VIP Asset Manager: Growth
Portfolio is to maximize total return.
77. ING Van Kampen Growth and
Income Portfolio for the Dreyfus VIF
Growth and Income Portfolio. The
investment objective of the ING Van
Kampen Growth and Income Portfolio is
long-term growth of capital and income.
The investment objective of the Dreyfus
VIF Growth and Income Portfolio is
long-term capital growth, current
income and growth of income consistent
with reasonable investment risk.
78. ING Van Kampen Growth and
Income Portfolio for the Premier VIT
OpCap Managed Portfolio. The ING Van
Kampen Growth and Income Portfolio
seeks long-term growth of capital and
income. The Premier VIT OpCap
Managed Portfolio seeks growth of
capital over time.
79. ING VP Balanced Portfolio for the
Fidelity VIP Asset Manager Portfolio.
The ING VP Balanced Portfolio seeks to
maximize investment return, consistent
with reasonable safety of principal. The
Fidelity VIP II Asset Manager Portfolio
seeks to obtain high total return with
reduced risk over the long term.
80. ING VP Balanced Portfolio for the
Liberty Asset Allocation Fund VS. The
investment objective of the ING VP
Balanced Portfolio is to maximize
investment return consistent with
reasonable safety of principal. The
investment objective of the Liberty
Asset Allocation Fund is high total
investment return.
81. ING VP High Yield Bond Portfolio
for the Fidelity VIP High Income
Portfolio. The ING VP High Yield Bond
Portfolio seeks a high level of current
income and total return. The Fidelity
VIP High Income Portfolio seeks a high
level of current income, while also
considering growth of capital.
82. ING VP Index Plus International
Equity Portfolio for the Scudder VS I
International Portfolio. The ING VP
IndexPlus International Equity Portfolio
seeks to outperform the total return
performance of the Morgan Stanley
Capital International EAFE Index
(‘‘MSCI EAFE’’). The Scudder SV I
International Portfolio seeks long-term
growth of capital.
83. ING VP Index Plus International
Equity Portfolio for the Fidelity VIP
Overseas Portfolio. The ING VP
IndexPlus International Equity Portfolio
seeks to outperform the total return
performance of the MSCI EAFE. The
Fidelity VIP Overseas Portfolio seeks
long-term growth of capital.
84. ING VP Index Plus International
Equity Portfolio for the Putnam VT
International Growth and Income Fund.
The ING VP IndexPlus International
Equity Portfolio seeks to outperform the
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total return performance of the MSCI
EAFE. The Putnam VT International
Growth and Income Fund seeks capital
growth with current income as a
secondary objective.
85. ING VP Index Plus LargeCap
Portfolio for the Fidelity VIP Growth
Opportunities Portfolio. The ING VP
Index Plus LargeCap Portfolio seeks to
outperform the total return performance
of the S&P 500. The Fidelity VIP Growth
Opportunities Portfolio seeks capital
growth.
86. ING VP Intermediate Bond
Portfolio for the Oppenheimer Core
Bond Fund/VA. The ING VP
Intermediate Bond Portfolio seeks to
maximize total return consistent with
reasonable risk. The Oppenheimer Core
Bond Fund/VA seeks a high level of
current income.
87. ING VP Money Market Portfolio
for the Oppenheimer Money Fund/VA.
The ING VP Money Market Portfolio
seeks high current return, consistent
with the preservation of capital and
liquidity, through investment in highquality money market instruments. The
Oppenheimer Money Fund seeks
maximum current income from
investments in money market securities
consistent with low capital risk and the
maintenance of liquidity.
88. ING VP Money Market Portfolio
for the Oppenheimer Money Market
Fund. The ING VP Money Market
Portfolio seeks to provide high current
return, consistent with the preservation
of capital and liquidity, through
investment in high-quality money
market instruments. The Oppenheimer
Money Market Fund seeks the
maximum current income that is
consistent with stability of principal.
89. ING Wells Fargo Small Cap
Disciplined Portfolio for the Putnam VT
Small Cap Value Fund. The investment
objective of the ING Wells Fargo Small
Cap Disciplined Portfolio is long-term
capital appreciation. The investment
objective of the Putnam VT Small Cap
Value Fund is capital appreciation.
Implementation of the Substitutions
90. Applicants will effect the
Substitutions as soon as practicable
following the issuance of the requested
order. As of the Effective Date of the
Substitutions, shares of each Replaced
Fund will be redeemed for cash or inkind. The Companies, on behalf of each
Replaced Fund subaccount of each
relevant Account, will simultaneously
place a redemption request with the
Replaced Fund and a purchase order
with the corresponding Substitute Fund
so that the purchase of Substitute Fund
shares will be for the exact amount of
the redemption proceeds. Thus,
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Contract values will remain fully
invested at all times. The proceeds of
such redemptions will then be used to
purchase the appropriate number of
shares of the applicable Substitute
Fund.
91. The Substitutions will take place
at relative net asset value (in accordance
with Rule 22c–1 under the 1940 Act)
with no change in the amount of any
affected Contract owner’s account value
or death benefit, or in the dollar value
of his or her investment in the
applicable Account. Any in-kind
redemption of shares of a Replaced
Fund or in-kind purchase of shares of
the corresponding Substitute Fund will,
except as noted below, take place in
substantial compliance with the
conditions of Rule 17a–7 under the 1940
Act. No brokerage commissions, fees or
other remuneration will be paid by
either the Replaced Fund or the
corresponding Substitute Fund or by
affected Contract owners in connection
with the Substitutions. The transactions
comprising the Substitutions will be
consistent with the policies of each
investment company involved and with
the general purposes of the 1940 Act.
92. Affected Contract owners will not
incur any fees or charges as a result of
the Substitutions nor will their rights or
the Companies’ obligations under the
Contracts be altered in any way. The
Companies or their affiliates will pay all
expenses and transaction costs of the
Substitutions, including legal and
accounting expenses, any applicable
brokerage expenses, and other fees and
expenses. In addition, the Substitutions
will not impose any tax liability on
affected Contract owners. The
Substitutions will not cause the
Contract fees and charges currently
being paid by affected Contract owners
to be greater after the Substitutions than
before the Substitutions. Also, as
described more fully below, after
notification of the Substitutions and for
30 days after the Substitutions, affected
Contract owners may reallocate to any
other investment options available
under their Contract the subaccount
value of the Replaced Fund without
incurring any administrative costs or
allocation (transfer) charges.
93. Before the Effective Date of the
Substitutions, all affected Contract
owners will be notified of the
Substitutions by means of supplements
to the Contract prospectuses. Among
other information regarding the
Substitutions, the supplements will
inform affected Contract owners that
beginning on the date of the first
supplement the Companies will not
exercise any rights reserved by them
under the Contracts to impose
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restrictions or fees on transfers from the
Replaced Funds (other than restrictions
related to frequent or disruptive
transfers) until at least 30 days after the
Effective Date of the Substitutions.
Following the date the order requested
by the Application is issued, but before
the Effective Date, affected Contract
owners will receive a second
supplement to the Contract prospectus
or prospectus summary, as applicable,
setting forth the Effective Date and
advising affected Contract owners of
their right, if they so choose, at any time
prior to the Effective Date, to reallocate
or withdraw accumulated value in the
relevant Replaced Fund subaccounts
under their Contracts or otherwise
terminate their interest therein in
accordance with the terms and
conditions of their Contracts. If affected
Contract Owners reallocate account
value prior to the Effective Date or
within 30 days after the Effective Date,
there will be no charge for the
reallocation of accumulated value from
each Replaced Fund subaccount and the
reallocation will not count as a transfer
when imposing any applicable
restriction or limit under the Contract
on transfers. The Companies will not
exercise any right they may have under
the Contracts to impose additional
restrictions or fees on transfers from the
Replaced Funds under the Contracts
(other than restrictions related to
frequent or disruptive transfers) for a
period of at least 30 days following the
Effective Date of the Substitutions.
Additionally, all current Contract
Owners will be sent prospectuses of the
Substitute Funds before the Effective
Date.
94. Within five (5) business days after
the Effective Date, affected Contract
Owners will be sent a written
confirmation (‘‘Post-Substitution
Confirmation’’) indicating that shares of
the Replaced Funds have been
redeemed and that the shares of
Substitute Funds have been substituted.
The Post-Substitution Confirmation will
show how the allocation of the Contract
Owner’s account value before and
immediately following the Substitutions
have changed as a result of the
Substitutions and detail the transactions
effected on behalf of the respective
affected Contract Owner because of the
Substitutions.
Applicant’s Legal Analysis
1. Applicants represent that each of
the prospectuses for the Contracts
expressly discloses the reservation of
the Companies the right, subject to
compliance with applicable law, to
substitute shares of another open-end
management investment company for
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shares of an open-end management
investment company held by a
subaccount of an Account.
2. Registrants state that the
Companies reserved this right of
substitution both to protect themselves
and their Contract owners in situations
where either might be harmed or
disadvantaged by circumstances
surrounding the issuer of the shares
held by one or more of its separate
accounts and to afford the opportunity
to replace such shares where to do so
could benefit the Contract owners and
Companies.
3. Applicants maintain that Contract
owners will be better served by the
proposed Substitutions. Applicants
anticipate that the replacement of
certain Replaced Funds will result in a
Contract that is administered and
managed more efficiently, and one that
is more competitive with other variable
products in both wholesale and retail
markets. For all of the proposed
substitutions, each Substitute Fund (or
sub-adviser managing a similar fund for
those Substitute Funds without a
performance history) generally has had
comparable or more consistent
investment performance than the
corresponding Replaced Fund that it
would replace. Moreover, each
Substitute Fund has fees that are the
same as or less than the corresponding
Replaced Fund. Applicants state that for
all of the proposed substitutions, the
investment objective and policies of
each Substitute Fund are the same as,
similar to, or consistent with the
investment objective and policies of the
corresponding Replaced Fund.
4. Applicants anticipate that Contract
owners will be at least as well off with
the proposed array of subaccounts to be
offered after the proposed substitutions
as they have been with the array of
subaccounts offered before the
substitutions. The proposed
substitutions retain for Contract owners
the investment flexibility which is a
central feature of the Contracts. If the
proposed substitutions are carried out,
all Contract owners will be permitted to
allocate purchase payments and transfer
accumulated values and contract values
between and among the remaining
subaccounts as they could before the
proposed substitutions. The number of
available subaccounts varies from
Contract to Contract, but the average
number of available subaccounts in all
Contracts is approximately 61 and the
smallest number of available
subaccounts in any one Contract after
the Substitutions is nine, the same
number of available subaccounts as
before the Substitutions.
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5. Applicants assert that each of the
proposed substitutions is not the type of
substitution which Section 26(c) was
designed to prevent. Unlike traditional
unit investment trusts where a depositor
could only substitute an investment
security in a manner which
permanently affected all the investors in
the trust, the Contracts provide each
Contract owner with the right to
exercise his or her own judgment and
transfer contract values into other
subaccounts. Moreover, the Contracts
will offer Contract owners the
opportunity to transfer amounts out of
the subaccounts which invest in the
Replaced Funds into any of the
remaining subaccounts without cost or
other disadvantage. The proposed
substitutions, therefore, will not result
in the type of costly forced redemption
which Section 26(c) was designed to
prevent.
6. Applicants maintain that by
purchasing a Contract, Contract owners
select much more than a particular
investment company in which to invest
their account values. They also select
the specific types of insurance coverages
offered by the various Companies under
the Contracts as well as numerous other
rights and privileges set forth in each
Contract. Contract owners may also
have considered the size, financial
condition, type, and reputation of ING
and the various Companies. These
factors will not change because of the
proposed substitutions.
7. Applicants maintain that the terms
of the Substitutions, including the
consideration to be paid and received by
each Replaced Fund or Substitute Fund,
are reasonable, fair and do not involve
overreaching principally because the
transactions do not cause owners’
interests under a Contract to be diluted,
and because the transactions will
conform with the principal conditions
enumerated in Rule 17a–7. The
proposed transactions will take place at
relative net asset value with no change
in the amount of any Contract owner’s
Contract or cash value, accumulation
value or death benefit or in the dollar
value of his or her investment in any of
the Accounts.
8. Applicants submit that the
Substitutions by the Companies are
consistent with the policies of each
Substitute Fund and each Replaced
Fund, as recited in the current
registration statements and reports filed
by each under the 1940 Act. Applicants
also submit that the proposed
substitutions are consistent with the
general purposes of the Act.
9. Applicants submit that, to the
extent that the Substitutions are deemed
to involve principal transactions
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between affiliates, the procedures and
terms and descriptions described in the
Application demonstrate that neither
the Replaced Funds, the Substitute
Funds, the Accounts nor any other
Applicant will be participating in the
Substitutions on a basis less
advantageous than that of any other
participant. Even though the Applicants
may not rely on Rule 17a–7, Applicants
believe that the Rule’s conditions
outline the type of safeguards that result
in transactions that are fair and
reasonable to registered investment
company participants and preclude
overreaching in connection with an
investment company by its affiliated
persons.
10. The boards of trustees or directors,
as applicable of each Replaced Fund
and ING Investors Trust, ING Partners,
Inc., ING Variable Portfolios, Inc., ING
Variable Products Trust, ING VP
Balanced Portfolio, Inc., ING VP
Intermediate Bond Portfolio, Inc. and
ING VP Money Market Portfolio have
adopted procedures, as required by
paragraph (e)(1) of Rule 17a–7, pursuant
to which the portfolios or funds of each
may purchase and sell securities to and
from their affiliates. The Companies and
the investment advisers will carry out
the Substitutions in conformity with the
principal conditions of Rule 17a–7 and
each Replaced Fund’s and the
Substitute Fund’s procedures
thereunder. Also no brokerage
commission, fee, or other remuneration
will be paid to any party in connection
with the proposed transactions.
11. Except as noted below, applicants
state that the Substitutions will take
place in accordance with the
requirements enumerated in Rule 17a–
7 under the 1940 Act and with the
approval of the applicable board of ING
Investors Trust, ING Partners, Inc., ING
Variable Portfolios, Inc., ING Variable
Products Trust, ING VP Balanced
Portfolio, Inc., ING VP Intermediate
Bond Portfolio, Inc. and ING VP Money
Market Portfolio, except that the
Substitutions may be effected in cash or
in-kind. Applicants further submit that
the Substitutions are consistent with the
investment policy of each Replaced
Fund and each Substitute Fund, as
recited in the current prospectuses
relating to each.
12. With regard to the Substitutions
involving in-kind transfers, the
investment adviser of each Substitute
Fund and the investment adviser to the
corresponding Replaced Fund intend to
value securities selected for transfer
between the two funds in a manner that
is consistent with the current
methodology used to calculate the daily
net asset value of the Replaced Fund.
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Where a Replaced Fund’s investment
adviser employs certain third party,
independent pricing services to value
securities held by the Replaced Fund
(‘‘Vendor Pricing’’), the investment
adviser of each Substitute Fund and the
corresponding Replaced Fund’s
investment adviser intend to employ
Vendor Pricing to value securities held
by the Replaced Fund that are selected
for transfer to the Substitute Fund.
Vendor Pricing may be used in each of
the Substitutions. Generally, the
redemption of securities from the
Replaced Fund and subsequent transfer
to the Substitute Fund will be done on
a pro-rata basis. In the event that a
Replaced Fund holds illiquid or
restricted securities or assets that are not
otherwise readily distributable or if a
pro-rata transfer of securities would
result in the parties holding odd lots,
the investment advisers may agree to
have a Replaced Fund transfer to the
Substitute Fund an equivalent amount
of cash instead of securities.
13. Applicants submit that the
Substitutions are consistent with the
general purposes of the 1940 Act. The
proposed transactions do not present
any of the issues or abuses that the 1940
Act is designed to prevent. Moreover,
the proposed transactions will be
effected in a manner consistent with the
public interest and the protection of
investors, as required by Section 6(c) of
the 1940 Act. Contract owners will be
fully informed of the terms of the
Substitutions through the supplements
and the Post-Substitution Confirmation
and will have an opportunity to
withdraw from the Replaced Fund
through reallocation to another
subaccount or otherwise terminate their
interest thereof in accordance with the
terms and conditions of their Contract
prior to the Effective Date.
Applicant’s Conditions
For purposes of the approval sought
pursuant to Section 26(c) of the 1940
Act, the substitutions described in the
application will not be completed
unless all of the following conditions
are met:
1. Each Substitute Fund has an
investment objective and investment
policies that are the same as, similar to
or consistent with the investment
objective and policies of the
corresponding Replaced Fund, so that
the objective of the Affected Contract
Owners can continue to be met.
2. For two years following the
implementation of the Substitutions
described herein, the net annual
expenses of each Substitute Fund will
not exceed the net annual expenses of
the corresponding Replaced Fund
PO 00000
Frm 00074
Fmt 4703
Sfmt 4703
immediately preceding the
Substitutions. To achieve this
limitation, Directed Services, Inc., ING
Investments, LLC and ING Life, as
applicable, will waive fees or reimburse
the appropriate Substitute Fund in
certain amounts to maintain expenses at
or below the limit. Any adjustments or
reimbursements will be made at least on
a quarterly basis. In addition, the
Companies will not increase the
Contract fees and charges, including
asset based charges such as mortality
and expense risk charges deducted from
the subaccounts, that would otherwise
be assessed under the terms of the
Contracts for a period of at least two
years following the Substitutions.
3. The Shareholder Services Fee of the
Class S shares of the ING Mercury Large
Cap Growth Portfolio and the ING
PIMCO High Yield Portfolio will be
permanently capped at 0.25%.
4. Affected Contract Owners may
reallocate amounts from any of the
Replaced Funds without incurring a
reallocation charge or limiting their
number of future reallocations, or
withdraw amounts under any Affected
Contract or otherwise terminate their
interest therein at any time prior to the
Effective Date and for a period of at least
30 days following the Effective Date in
accordance with the terms and
conditions of such Contract. Any such
reallocation will not count as a transfer
when imposing any applicable
restriction or limit under the Contract
on transfers.
5. The Substitutions will be effected
at the net asset value of the respective
shares in conformity with Section 22(c)
of the 1940 Act and Rule 22c–1
thereunder, without the imposition of
any transfer or similar charge by
Applicants.
6. The Substitutions will take place at
relative net asset value without change
in the amount or value of any Contract
held by Affected Contract Owners.
Affected Contract Owners will not incur
any fees or charges as a result of the
Substitutions, nor will their rights or the
obligations of the Companies under
such Contracts be altered in any way. In
addition, the Companies will not
increase the Contract fees and charges
currently being assessed under the
Contracts for a period of at least two
years following the Substitutions.
7. The Companies or their affiliates
will pay all expenses and transaction
costs of the Substitutions, including
legal and accounting expenses, any
applicable brokerage expenses, and
other fees and expenses. In addition, the
Substitutions will not impose any tax
liability on affected Contract owners.
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hsrobinson on PROD1PC70 with NOTICES
Federal Register / Vol. 71, No. 43 / Monday, March 6, 2006 / Notices
8. The Substitutions will be effected
so that investment of securities will be
consistent with the investment
objectives, policies and diversification
requirements of the relevant Substitute
Fund. No brokerage commissions, fees
or other remuneration will be paid by
any Replaced Fund or the
corresponding Substitute Fund or
Affected Contract Owners in connection
with the Substitutions.
9. The Substitutions will not alter in
any way the annuity, life or tax benefits
afforded under the Contracts held by
any Affected Contract Owner.
10. The Companies will send to their
Affected Contract Owners within five
(5) business days of the Substitutions a
written Post-Substitution Confirmation
which will include the before and after
account values (which will not have
changed as a result of the Substitutions)
and detail the transactions effected on
behalf of the respective Affected
Contract Owner with regard to the
Substitutions. With the PostSubstitution Confirmations the
Companies will remind Affected
Contract Owners that they may
reallocate amounts from any of the
Replaced Funds without incurring a
reallocation charge or limiting their
number of future reallocations for a
period of at least 30 days following the
Effective Date in accordance with the
terms and conditions of their Contract.
11. The Commission shall have issued
an order: (a) Approving the
Substitutions under Section 26(c) of the
1940 Act; and (b) exempting the in-kind
redemptions from the provisions of
Section 17(a) of the 1940 Act as
necessary to carry out the transactions
described in this Application.
12. A registration statement for each
Substitute Fund is effective, and the
investment objectives and policies and
fees and expenses for each of the
Substitute Funds as described herein
have been implemented.
13. Each Affected Contract Owner
will have been sent a copy of: (a) A
supplement to the Contract prospectus
informing shareholders of this
Application; (b) a prospectus for the
appropriate Substitute Fund; and (c) a
second supplement to the Contract
prospectus setting forth the Effective
Date and advising Affected Contract
Owners of their right to reconsider the
Substitutions and, if they so choose, any
time prior to the Effective Date and for
30 days thereafter, to reallocate or
withdraw amounts under their affected
Contract or otherwise terminate their
interest therein in accordance with the
terms and conditions of their Contract.
14. The Companies shall have
satisfied themselves, that: (a) The
VerDate Aug<31>2005
14:30 Mar 03, 2006
Jkt 208001
Contracts allow the substitution of
investment company shares in the
manner contemplated by the
Substitutions and related transactions
described herein; (b) the transactions
can be consummated as described in
this Application under applicable
insurance laws; and (c) any regulatory
requirements in each jurisdiction where
the Contracts are qualified for sales have
been complied with to the extent
necessary to complete the transactions.
15. Under the manager-of-managers
relief granted to the ING Investors Trust,
ING Partners and relied upon by certain
of the other ING funds, a vote of the
shareholders is not necessary to change
a sub-adviser, except for changes
involving an affiliated sub-adviser.
Notwithstanding, after the Effective Date
of the Substitutions the Applicants
agree not to change a Substitute Fund’s
sub-adviser without first obtaining
shareholder approval of either: (a) The
sub-adviser change or (b) the
Applicants’ continued ability to rely on
their manager-of-managers relief.
Conclusion
Applicants assert that for the reasons
summarized above the proposed
substitutions and related transactions
meet the standards of Section 26(c) of
the 1940 Act and are consistent with the
standards of Section 17(b) of the 1940
Act and that the requested orders
should be granted.
For the Commission, by the Division of
Investment Management, pursuant to
delegated authority.
Nancy M. Morris,
Secretary.
[FR Doc. E6–3116 Filed 3–3–06; 8:45 am]
BILLING CODE 8010–01–P
U.S.C. 552b(c)(3), (5), (7), (9)(B), and
(10) and 17 CFR 200.402(a)(3), (5), (7),
9(ii) and (10) permit consideration of
the scheduled matters at the Closed
Meeting.
Commissioner Glassman, as duty
officer, voted to consider the items
listed for the closed meeting in closed
session.
• tThe subject matter of the Closed
Meeting scheduled for Thursday, March
9, 2006 will be:
Institution and settlement of injunctive
actions;
Institution and settlement of administrative
proceedings of an enforcement nature;
Consideration of amicus participation; and
Report of an investigation.
At times, changes in Commission
priorities require alterations in the
scheduling of meeting items.
For further information and to
ascertain what, if any, matters have been
added, deleted or postponed, please
contact:
The Office of the Secretary at (202)
551–5400.
Dated: March 1, 2006.
Nancy M. Morris,
Secretary.
[FR Doc. 06–2121 Filed 3–2–06; 11:16 am]
BILLING CODE 8010–01–P
SECURITIES AND EXCHANGE
COMMISSION
Sunshine Act Meeting
FEDERAL REGISTER CITATION OF PREVIOUS
ANNOUNCEMENT: [71 FR 10085, February
28, 2006].
STATUS:
PLACE:
SECURITIES AND EXCHANGE
COMMISSION
Sunshine Act Meeting
Frm 00075
Fmt 4703
Sfmt 4703
Closed Meeting.
100 F Street, NE., Washington,
DC.
DATE AND TIME OF PREVIOUSLY ANNOUNCED
MEETING: Thursday, March 2, 2006 at 2
p.m.
Notice is hereby given, pursuant to
the provisions of the Government in the
Sunshine Act, Pub. L. 94–409, that the
Securities and Exchange Commission
will hold the following meeting during
the week of March 6, 2006:
A Closed Meeting will be held on
Thursday, March 9, 2006 at 2 p.m.
Commissioners, Counsel to the
Commissioners, the Secretary to the
Commission, and recording secretaries
will attend the Closed Meeting. Certain
staff members who have an interest in
the matters may also be present.
The General Counsel of the
Commission, or his designee, has
certified that, in his opinion, one or
more of the exemptions set forth in 5
PO 00000
11249
Additional Item.
The following item has been added to
the 2 p.m. Closed Meeting scheduled for
Thursday, March 2, 2006: a matter
involving investigative techniques and
procedures.
The Commission voted to consider
the item listed for the closed meeting in
closed session and determined that no
earlier notice thereof was possible.
At times, changes in Commission
priorities require alterations in the
scheduling of meeting items. For further
information and to ascertain what, if
any, matters have been added, deleted
or postponed, please contact the Office
of the Secretary at (202) 551–5400.
CHANGE IN THE MEETING:
E:\FR\FM\06MRN1.SGM
06MRN1
]]>Agencies
[Federal Register Volume 71, Number 43 (Monday, March 6, 2006)]
[Notices]
[Pages 11236-11249]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E6-3116]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. IC-27253; File No. 812-13237]
ING Life Insurance and Annuity Company, et al., Notice of
Application
February 28, 2006.
AGENCY: The Securities and Exchange Commission (``Commission'').
ACTION: Notice of application for an order pursuant to Section 26(c) of
the Investment Company Act of 1940 (``1940 Act'' or ``Act''), approving
certain substitutions of securities and for an order of exemption
pursuant to Section 17(b) of the Act.
-----------------------------------------------------------------------
Applicants: 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
[[Page 11237]]
Company (each a ``Company'' and together, the ``Companies''), Variable
Annuity Account B of ING Life Insurance and Annuity Company, Variable
Annuity Account G of ING Life Insurance and Annuity Company, Variable
Annuity Account I 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 A, B, C, D, E, F, G, H, I, 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., ING Variable
Portfolios, Inc., ING Variable Products Trust, ING VP Balanced
Portfolio, Inc., ING VP Intermediate Bond Portfolio, and ING VP Money
Market Portfolio are collectively referred to herein as the
``Applicants.''
Summary of Application: The Applicants request an order, pursuant
to Section 26(c) 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., ING Variable Portfolios, Inc. and
ING Variable Products Trust, and shares of the ING VP Balanced
Portfolio, Inc., ING VP Intermediate Bond Portfolio, and ING VP Money
Market Portfolio (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
------------------------------------------------------------------------
Pioneer Small Cap Value VCT Portfolio-- ING Columbia Small Cap Value II
Class I. Portfolio--I Class.
PIMCO VIT StocksPlus Growth and Income ING EquitiesPlus Portfolio--
Portfolio--Administrative Class. Class S.
ING FMR Diversified Mid Cap Portfolio-- ING FMR Diversified Mid Cap
Class S. Portfolio--Class I.
Neuberger Berman AMT Growth Portfolio--
I Class
Neuberger Berman AMT Mid-Cap Growth
Portfolio--I Class
Oppenheimer Aggressive Growth Fund/VA--
Non-Service Shares
AIM V.I. Demographic Trends Fund-- ING FMR Earnings Growth
Series I. Portfolio--Class I.
Alager American Growth Portfolio--Class
O
Fidelity VIP Growth Portfolio--Initial
Class
Fidelity VIP Growth Portfolio--Service
Class
MFS VIT Emerging Growth Series--Initial
Class
Fidelity VIP Growth Portfolio--Service ING FMR Earnings Growth
Class 2. Portfolio--Class S.
ING FMR Earnings Growth Portfolio--
Class S2
Pioneer Small Company VCT Portfolio-- ING FMR Small Cap Equity
Class II. Portfolio--Class S.
Oppenheimer Balanced Fund/VA--Non- ING Franklin Income Portfolio--
Service Shares. Class I.
Oppenheimer Balanced Fund--Class A..... ING Franklin Income Portfolio--
Class S.
Greenwich Street Appreciation Portfolio ING Fundamental Research
Portfolio--I Class.
Van Eck Worldwide Emerging Markets ING JPMorgan Emerging Markets
Fund--Initial Class. Equity Portfolio--Class I.
Morgan Stanley UIF Value Portfolio-- ING JPMorgan Value
Class I. Opportunities Portfolio--Class
S.
Neuberger Berman AMT Limited Maturity ING Limited Maturity Bond
Bond Portfolio--I Class. Portfolio--Class S.
ING Liquid Assets Portfolio--Class S... ING Liquid Assets Portfolio--
Class I.
Scudder VS I Money Market Portfolio
AIM V.I. Government Securities Fund-- ING Lord Abbett U.S. Government
Series I. Securities Portfolio--I Class.
Federated Fund for U.S. Government
Securities II
American Century VP International Fund-- ING Marsico International
Class I. Opportunities Portfolio--Class
S.
Oppenheimer Capital Appreciation Fund-- ING Mercury Large Cap Growth
Class A. Portfolio--Class S.
American Century VP Balanced Fund-- ING MFS Total Return Portfolio--
Class I. Class I.
Neuberger Berman AMT Partners ING Neuberger Berman Partners
Portfolio--I Class. Portfolio--I Class.
Oppenheimer Main Street Fund/VA--Non-
Service Shares
MFS VIT Research Series--Initial Class. ING Oppenheimer Main Street
Portfolio--Class I.
MFS VIT Strategic Income Series-- ING Oppenheimer Strategic
Initial Class. Income Portfolio--I Class.
Putnam VT Diversified Income Fund-- ING Oppenheimer Strategic
Class IA. Income Portfolio--S Class.
Eaton Vance Income Fund of Boston-- ING PIMCO High Yield Portfolio--
Class A. Class S.
Morgan Stanley UIF High Yield
Portfolio--Class I
Oppenheimer High Income Fund/VA--Non-
Service Shares
Oppenheimer High Yield Fund--Class A
Pioneer Equity Income VCT Portfolio- ING Pioneer Equity-Income
Class II. Portfolio--S Class.
Alger American Leveraged AllCap ING Salomon Brothers Aggressive
Portfolio--Class O. Growth Portfolio--I Class.
Dreyfus Stock Index Fund--Initial ING Stock Index Portfolio--
Shares. Class I.
MFS VIT Investors Trust Series--Initial ING UBS U.S. Large Cap Equity
Class. Portfolio--I Class.
Neuberger Berman AMT Guardian ING Van Kampen Comstock
Portfolio--I Class. Portfolio--I Class.
Fidelity VIP Asset Manager: Growth ING Van Kampen Equity and
Portfolio--Initial Class. Income Portfolio--I Class.
Dreyfus VIF Growth and Income ING Van Kampen Growth and
Portfolio--Initial Shares. Income Portfolio--Class I.
Premier VIT OpCap Managed Portfolio.... ING Van Kampen Growth and
Income Portfolio--Class S.
Fidelity VIP Asset Manager Portfolio-- ING VP Balanced Portfolio--
Initial Class. Class I
Fidelity VIP Asset Manager Portfolio--
Service Class
Liberty Asset Allocation Fund VS--Class
A
Fidelity VIP High Income Portfolio-- ING VP High Yield Bond
Initial Class. Portfolio--Class I.
[[Page 11238]]
Fidelity VIP High Income Portfolio--
Service Class
Scudder VS I International Portfolio-- ING VP Index Plus International
Class A. Equity Portfolio--Class I.
Fidelity VIP Overseas Portfolio-- ING VP Index Plus International
Initial Class. Equity Portfolio--Class S.
Fidelity VIP Overseas Portfolio--
Service Class
Fidelity VIP Overseas Portfolio--
Service Class 2
Putnam VT International Growth and
Income Fund--Class IB
Fidelity VIP Growth Opportunities ING VP Index Plus LargeCap
Portfolio--Initial Class. Portfolio--Class I.
Oppenheimer Core Bond Fund/VA--Non- ING VP Intermediate Bond
Service Shares. Portfolio--Class I.
Oppenheimer Money Fund/VA.............. ING VP Money Market Portfolio--
Class I.
Oppenheimer Money Market Fund--Class A.
Putnam VT Small Cap Value Fund--Class ING Wells Fargo Small Cap
1A. Disciplined Portfolio--Class
I.
Putnam VT Small Cap Value Fund--Class ING Wells Fargo Small Cap
1B. Disciplined Portfolio--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 September 23, 2005. The
Application was amended and restated on February 15, 2006.
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 March 27, 2006, 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: Secretary, Securities and Exchange Commission, 100 F Street,
NE., Washington, DC 20549-1090. Applicants, J. Neil McMurdie, Esquire,
ING Americas U.S. Legal Services, 151 Farmington Avenue, TS31,
Hartford, CT 06156-8975.
FOR FURTHER INFORMATION CONTACT: Alison White, Senior Counsel, or Joyce
M. Pickholz, Branch Chief, 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, 100 F Street, NE., Room
1580, Washington, DC 20549.
Applicants' Representations
1. 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 of the others.
2. ING Life Insurance and Annuity Company (``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). Through a December 31,
2005 merger, ING Life's operations include the business of ING
Insurance Company of America (``ING America''). 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.
3. ING USA Annuity and Life Insurance Company (``ING USA'') is an
Iowa stock life insurance company which was originally organized in
1973 under the insurance laws of Minnesota. Through January 1, 2004
mergers, ING USA's operations include the business of 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.
4. ReliaStar Life Insurance Company (``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.
5. ReliaStar Life Insurance Company of New York (``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.
6. Security Life of Denver Insurance Company (``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.
7. Each of the Accounts is a segregated asset account of the
Company that is the depositor of such Account, 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.
8. Variable Annuity Account B of ING Life Insurance and Annuity
Company (``ING Life B'') (File No. 811-2512) was established by Aetna
in 1976 as a continuation of the separate account established in 1974
under the laws of the State of Arkansas by Aetna Variable Annuity Life
Insurance Company to support certain Contracts.
9. Variable Annuity Account G of ING Life Insurance and Annuity
Company (``ING Life G''), (formerly CLIAC Separate Account A) (File No.
811-5906), was originally established by Confederation Life Insurance
and Annuity Company under the laws of the State of Georgia in 1988. ING
Life G was transferred to Aetna in 1995 and re-established by Aetna
under the laws of the State of Connecticut.
10. Variable Annuity Account I of ING Life Insurance and Annuity
Company
[[Page 11239]]
(``ING Life I''), (formerly ING Variable Annuity Account I of ING
Insurance Company of America) (File No. 811-8582), was established by
ING America (then known as Aetna Insurance Company of America) in 1994
under the laws of the State of Connecticut.
11. Separate Account B of ING USA Annuity and Life Insurance
Company (``ING USA B'') (File No. 811-5626) was established by Golden
in 1988 under the laws of the State of Minnesota.
12. Separate Account EQ of ING USA Annuity and Life Insurance
Company (``ING USA EQ''), (formerly Equitable Life Insurance Company of
Iowa Separate Account A) (File No. 811-8524), was established by
Equitable Life in 1988 under the laws of the State of Iowa.
13. Separate Account U of ING USA Annuity and Life Insurance
Company (``ING USA U''), (formerly United Life and Annuity Separate
Account One) (File No. 811-9026), was originally established by United
Life and Annuity in 1994 under the laws of the State of Louisiana.
14. MFS ReliaStar Variable Account of ReliaStar Life Insurance
Company (``MFS ReliaStar VA'') (File No. 811-2997) was established by
ReliaStar in 1979 under the laws of the State of Minnesota.
15. ReliaStar Select Variable Account of ReliaStar Life Insurance
Company (``ReliaStar Select VA'') (File No. 811-3341) was established
by ReliaStar in 1981 under the laws of the State of Minnesota.
16. Select*Life Variable Account of ReliaStar Life Insurance
Company (``ReliaStar SL'') (File No. 811-4208) was established by
ReliaStar in 1984 under the laws of the State of Minnesota.
17. Separate Account N of ReliaStar Life Insurance Company
(``ReliaStar Separate Account N''), formerly Separate Account One of
Northern Life Insurance Company (File No. 811-9002), was established by
Northern in 1994 under the laws of the State of Washington.
18. ReliaStar Life Insurance Company of New York Separate Account
NY-B (``ReliaStar NY B''), formerly Separate Account NY-B of First
Golden American Life Insurance Company of New York (File No. 811-7935),
was established by First Golden in 1996 under the laws of the State of
New York.
19. ReliaStar Life Insurance Company of New York Variable Annuity
Funds A, B, & C (``ReliaStar NY A, B, & C''), formerly Bankers Security
Variable Annuity Funds 001, 002, and 003 (File No. 811-02579), were
established by Bankers Security Life Insurance Society (``Bankers
Security'') in 1975 under the laws of the State of New York.
20. ReliaStar Life Insurance Company of New York Variable Annuity
Funds D, E, F, G, H & I (``ReliaStar NY D, E, F, G, H & I''), formerly
Bankers Security Variable Annuity Funds 121, 122, 123, 124, 125 and 126
(File No. 811-02580), were established by Bankers Security Life
Insurance Society (``Bankers Security'') in 1975 (Funds 121, 122, 123),
1977 (Fund 124), 1978 (Fund 125) and 1981 (Fund 126) under the laws of
the State of New York.
21. ReliaStar Life Insurance Company of New York Variable Annuity
Funds M, P & Q (``ReliaStar NY M, P&Q''), formerly Bankers Security
Variable Annuity Funds P&Q of Bankers Security Life Insurance Society
(``Bankers Security'') (File No. 811-3098), were established by Bankers
Security in 1981 and 1982, respectively, under the laws of the State of
New York.
22. ReliaStar Life Insurance Company of New York Variable Life
Separate Account I (``ReliaStar NY I'') (File No. 811-3427) was
established by ReliaStar NY in 1982 under the laws of the State of New
York.
23. Security Life Separate Account A1 (``Security Life A1'') (File
No. 811-8196) was established by Security Life in 1993 under the laws
of the State of Colorado.
24. Security Life Separate Account L1 (``Security Life L1'') (File
No. 811-8292) was established by Security Life in 1993 under the laws
of the State of Colorado.
25. Security Life Separate Account S-A1 (``Security Life S-A1''),
formerly Southland Separate Account A1 (File No. 811-8976), was
originally established by Southland in 1994 under the laws of the State
of Texas.
26. Security Life Separate Account S-L1 (``Security Life S-L1''),
formerly Southland Separate Account L1 (File No. 811-9106), was
originally established by Southland in 1994 under the laws of the State
of Texas.
27. Certain of the Substitute Funds are series of ING Investors
Trust, ING Partners, Inc., ING Variable Portfolios, Inc. or ING
Variable Products Trust. ING VP Balanced Portfolio, Inc., ING VP
Intermediate Bond Portfolio and ING VP Money Market Portfolio are also
Substitute Funds.
28. 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).
29. ING Partners, Inc. (``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).
30. ING Variable Portfolios, Inc. (``ING Variable Portfolios''),
formerly known as Aetna Variable Portfolios, Inc., was organized as a
Maryland Corporation in 1996. ING Variable Portfolios is registered
under the 1940 Act as an open-end management investment company (File
No. 811-07651).
31. 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).
32. ING VP Balanced Portfolio, Inc., formerly known as Aetna
Investment Advisers Fund, Inc., was organized as a Maryland Corporation
in 1988. ING VP Balanced Portfolio is registered under the 1940 Act as
an open-end management investment company (File No. 811-05773).
33. ING VP Intermediate Bond Portfolio, formerly known as Aetna
Income Shares, was originally established as a Maryland Corporation in
1973. It was converted to a Massachusetts business trust in January,
1984. ING VP Intermediate Bond Portfolio is registered under the 1940
Act as an open-end management investment company (File No. 811-02361).
34. ING VP Money Market Portfolio, formerly known as Aetna Variable
Encore Fund, was originally established as a Maryland Corporation in
1974. It was converted to a Massachusetts business trust on January,
1984. ING VP Money Market Portfolio is registered under the 1940 Act as
an open-end management investment company (File No. 811-02565).
35. 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 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.
[[Page 11240]]
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.
Comparison of Fees and Expenses
36. The comparative fees and expenses for each fund in the proposed
substitutions are as follows:
----------------------------------------------------------------------------------------------------------------
Total
Management Distribution Other annual Expense Net annual
fees (12b-1) fees expenses expenses waivers expenses
(percent) (percent) (percent) (percent) (percent) (percent)
----------------------------------------------------------------------------------------------------------------
Substitute Fund:
ING Columbia Small 0.75 ............ 0.20 0.95 ........... 0.95
Cap Value II Portfolio--I
Class.......................
Replaced Fund:
Pioneer Small Cap 0.75 ............ 0.55 1.30 0.05 1.25
Value VCT Portfolio--Class I
Substitute Fund:
ING EquitiesPlus 0.30 ............ \1\ 0.44 0.74 0.09 0.65
Portfolio--Class S..........
Replaced Fund:
PIMCO VIT StocksPlus 0.40 ............ 0.25 0.65 ........... 0.65
Growth and Income--
Administrative Class........
Substitute Fund:
ING FMR Diversified 0.65 ............ 0.01 0.66 ........... 0.66
Mid Cap Portfolio--Class I
\2\.........................
Replaced Fund:
ING FMR Diversified 0.65 ............ 0.26 091 ........... 0.91
Mid Cap Portfolio--Class S
\2\.........................
Substitute Fund:
ING FMR Diversified 0.65 ............ 0.01 0.66 ........... 0.66
Mid Cap Portfolio--Class I
\2\.........................
Replaced Fund:
Neuberger Berman AMT 0.85 ............ 0.11 0.96 ........... 0.96
Growth Portfolio--I Class...
Substitute Fund:
ING FMR Diversified 0.65 ............ 0.01 0.66 ........... 0.66
Mid Cap Portfolio--Class I
\2\.........................
Replaced Fund:
Neuberger Berman AMT 0.84 ............ 0.08 0.92 ........... 0.92
Mid-Cap Growth Portfolio-
Class I.....................
Substitute Fund:
ING FMR Diversified 0.65 ............ 0.01 0.66 ........... 0.66
Mid Cap Portfolio--Class I
\2\.........................
Replaced Fund:
Oppenheimer 0.67 ............ 0.02 0.69 ........... 0.69
Aggressive Growth Fund/VA--
Non-Service Shares..........
Substituted Fund:
ING FMR Earnings 0.58 ............ 0.15 0.73 0.05 0.68
Growth Portfolio--I Class...
Replaced Fund:
AIM V.I. Demographic 0.77 ............ 0.37 1.14 0.13 1.01
Trends Fund--Series I.......
Substitute Fund:
ING FMR Earnings 0.58 ............ 0.15 0.73 0.05 0.68
Growth Portfolio--I Class...
Replaced Fund:
Alger American 0.75 ............ 0.11 0.86 ........... 0.86
Growth Portfolio--Class O...
Substitute Fund:
ING FMR Earnings 0.58 ............ 0.15 0.73 0.05 0.68
Growth Portfolio--Class I...
Replaced Fund:
Fidelity VIP Growth 0.58 ............ 0.10 0.68 ........... 0.68
Portfolio--Initial Class....
Replaced Fund:
Fidelity VIP Growth 0.58 0.10 0.10 0.78 ........... 0.78
Portfolio--Service Class....
Substitute Fund:
ING FMR Earnings 0.58 ............ \3\ 0.40 0.98 0.05 0.93
Growth Portfolio--Class S...
Replaced Fund:
Fidelity VIP Growth 0.58 0.25 0.10 0.93 ........... 0.93
Portfolio--Service Class 2..
Substitute Fund:
ING FMR Earnings 0.58 ............ 0.15 0.73 0.05 0.68
Growth Portfolio--Class I...
Replaced Fund:
MFS VIT Emerging 0.75 ............ 0.12 0.87 ........... 0.87
Growth Series--Initial Class
Substitute Fund:
ING FMR Earnings 0.58 ............ \3\ 0.40 0.98 0.05 0.93
Growth Portfolio--Class S...
Replaced Fund:
ING FMR Earnings 0.58 0.25 \3\ 0.40 1.23 \19\ 15 1.08
Growth Portfolio--Class S2..
Substitute Fund:
ING FMR Small Cap 0.75 ............ \3\ 0.45 1.20 ........... 1.20
Equity Portfolio--Class S...
Replaced Fund:
Pioneer Small 0.75 0.25 0.76 1.76 0.28 1.48
Company VCT Portfolio--Class
II..........................
Substitute Fund:
ING Franklin Income 0.65 ............ 0.09 0.74 ........... 0.74
Portfolio--Class I..........
Replaced Fund:
[[Page 11241]]
Oppenheimer Balanced 0.72 ............ 0.02 0.74 ........... 0.74
Fund/VA--Non-Service Shares.
Substitute Fund:
ING Franklin Income 0.65 ............ \3\ 0.34 0.99 ........... 0.99
Portfolio--Class S..........
Replaced Fund:
Oppenheimer Balanced 0.71 0.20 0.16 1.07 ........... 1.07
Fund--Class A...............
Substitute Fund:
ING Fundamental 0.60 ............ 0.20 0.80 0.05 0.75
Research Portfolio--I Class.
Replaced Fund:
Greenwich Street 0.73 ............ 0.02 0.75 ........... 0.75
Appreciation Portfolio......
Substitute Fund:
ING JPMorgan 1.25 ............ 0.02 1.27 ........... 1.27
Emerging Markets Equity
Portfolio--Class I \4\......
Replaced Fund:
Van Eck Worldwide 1.00 ............ 0.39 1.39 0.03 1.36
Emerging Markets Fund--
Initial Class...............
Substitute Fund:
ING JPMorgan Value 0.40 ............ \5\ 0.40 0.80 0.02 0.78
Opportunities Portfolio--
Class S.....................
Replaced Fund:
Morgan Stanley UIF 0.55 ............ 0.40 0.95 ........... 0.95
Value Portfolio.............
Substitute Fund:
ING Limited Maturity 0.28 ............ \5\ 0.25 0.53 ........... 0.53
Bond Portfolio--Class S \4\.
Replaced Fund:
Neuberger Berman AMT 0.65 ............ 0.08 0.73 ........... 0.73
Limited Maturity Bond
Portfolio--Class I..........
Substitute Fund:
ING Liquid Assets 0.27 ............ 0.02 0.29 ........... 0.29
Portfolio--Class I \4\......
Replaced Fund:
ING Liquid Assets 0.27 ............ \5\ 0.27 ........... 0.54 0.54
Portfolio--Class S \4\......
Substitute Fund:
ING Liquid Assets 0.27 ............ 0.02 0.29 ........... 0.29
Portfolio--Class I \4\......
Replaced Fund:
Scudder VS I Money 0.37 ............ 0.16 0.53 ........... 0.53
Market Portfolio............
Substitute Fund:
ING Lord Abbett U.S. 0.47 ............ 0.22 0.69 ........... 0.69
Government Securities
Portfolio--I Class..........
Replaced Fund:
AIM V.I. Government 0.47 ............ 0.40 0.87 ........... 0.87
Securities Fund--Class I....
Substitute Fund:
ING Lord Abbett U.S. 0.47 ............ 0.22 0.69 ........... 0.69
Government Portfolio--I
Class.......................
Replaced Fund:
Federated Fund for 0.60 ............ 0.38 0.98 ........... 0.98
U.S. Government Securities
II..........................
Substitute Fund:
ING Marsico 0.54 ............ \5\ 0.42 0.96 0.03 0.93
International Opportunities
Portfolio--Class S..........
Replaced Fund:
American Century VP 1.27 ............ ........... 1.27 ........... 1.27
International Fund--Class I.
Substitute Fund:
ING Mercury Large 0.80 ............ \7\ 0.25 1.05 0.05 1.00
Cap Growth Portfolio--Class
S \6\.......................
Replaced Fund:
Oppenheimer Capital 0.57 0.24 0.28 1.09 ........... 1.09
Appreciation Fund--Class A..
Substitute Fund:
ING MFS Total Return 0.64 ............ ........... 0.64 ........... 0.64
Portfolio--Class I \6\......
Replaced Fund:
American Century VP 0.90 ............ ........... 0.90 ........... 0.90
Balanced Fund--Class I......
Substitute Fund:
ING Neuberger Berman 0.60 ............ 0.07 0.67 ........... 0.67
Partners Portfolio--I Class.
Replaced Fund:
Neuberger Berman AMT 0.83 ............ 0.08 0.91 ........... 0.91
Partners Portfolio--I Class.
Substitute Fund:
ING Neuberger Berman 0.60 ............ 0.07 0.67 ........... 0.67
Partners Portfolio--I Class.
Replaced Fund:
[[Page 11242]]
Oppenheimer Main 0.66 ............ 0.01 0.67 ........... 0.67
Street Fund/VA--Non-Service
Shares......................
Substitute Fund:
ING Oppenheimer Main 0.64 ............ ........... 0.64 ........... 0.64
Street Portfolio--Class I
\6\.........................
Replaced Fund:
MFS VIT Research 0.75 ............ 0.13 0.88 ........... 0.88
Series--Initial Class.......
Substitute Fund:
ING Oppenheimer 0.50 ............ 0.04 0.54 ........... 0.54
Strategic Income Portfolio--
I Class.....................
Replaced Fund:
MFS VIT Strategic 0.75 ............ 0.33 1.08 0.18 0.90
Income Series--Initial Class
Substitute Fund:
ING Oppenheimer 0.50 ............ \8\ 0.29 0.79 0.04 0.75
Strategic Income Portfolio--
S Class.....................
Replaced Fund:
Putnam VT 0.69 ............ 0.14 0.83 0.02 0.81
Diversified Income Fund--
Class IA....................
Substitute Fund:
ING PIMCO High Yield 0.49 ............ \10\ 0.25 0.74 ........... 0.74
Portfolio--Class S \9\......
Replaced Fund:
Eaton Vance Income 0.63 ............ 0.43 1.06 ........... 1.06
Fund of Boston--Class A.....
Substitute Fund:
ING PIMCO High Yield 0.49 ............ \11\ 0.25 0.74 ........... 0.74
Portfolio--Class S \9\......
Replaced Fund:
Morgan Stanley UIF 0.45 ............ 0.41 0.86 ........... 0.86
High Yield Portfolio--Class
I...........................
Substitute Fund:
ING PIMCO High Yield 0.49 ............ \10\ 0.25 0.74 ........... 0.74
Portfolio--Class S \9\......
Replaced Fund:
Oppenheimer High 0.72 ............ 0.03 0.75 ........... 0.75
Income Fund/VA--Non-Service
Shares......................
Substitute Fund:
ING PIMCO High Yield 0.49 ............ \10\ 0.25 0.74 ........... 0.74
Portfolio--Class S \9\......
Replaced Fund:
Oppenheimer High 0.61 0.24 0.18 1.03 ........... 1.03
Yield Fund--Class A.........
Substitute Fund:
ING Pioneer Equity- 0.65 ............ \10\ 0.45 1.10 0.15 0.95
Income Portfolio--S Class...
Replaced Fund:
Pioneer Equity 0.65 0.25 0.08 0.98 ........... 0.98
Income VCT Portfolio--Class
II..........................
Substituted Fund:
ING Salomon Brothers 0.69 ............ 0.13 0.82 ........... 0.82
Aggressive Growth Portfolio--
I Class.....................
Replaced Fund:
Alger American 0.85 ............ 0.12 0.97 ........... 0.97
Leveraged AllCap Portfolio--
Class O.....................
Substituted Fund:
ING Stock Index 0.25 ............ ........... 0.25 ........... 0.25
Portfolio--Class I \9\......
Replaced Fund:
Dreyfus Stock Index 0.25 ............ 0.01 0.26 ........... 0.26
Fund--Initial Shares........
Substitute Fund:
ING UBS U.S. Large 0.70 ............ 0.15 0.85 ........... 0.85
Cap Equity Portfolio--I
Class.......................
Replaced Fund:
MFS VIT Investors 0.75 ............ 0.11 0.86 ........... 0.86
Trust Series--Initial Class.
Substitute Fund:
ING Van Kampen 0.60 ............ 0.35 0.95 0.07 0.88
Comstock Portfolio--I Class.
Replaced Fund:
Neuberger Berman AMT 0.85 ............ 0.13 0.98 ........... 0.98
Guardian Portfolio--Class I.
Substitute Fund:
ING Van Kampen 0.55 ............ 0.02 0.57 ........... 0.57
Equity and Income Portfolio--
I Class.....................
Replaced Fund:
Fidelity VIP Asset 0.58 ............ 0.16 0.74 ........... 0.74
Manager Growth Portfolio--
Initial Class...............
Substitute Fund:
ING Van Kampen 0.66 ............ 0.01 0.67 ........... 0.67
Growth and Income Portfolio--
Class I \12\................
Replaced Fund:
Dreyfus VIF Growth 0.75 ............ 0.07 0.82 ........... 0.82
and Income Portfolio--
Service Shares..............
Substitute Fund:
[[Page 11243]]
ING Van Kampen 0.66 ............ \13\ 0.26 0.92 ........... 0.92
Growth and Income Portfolio--
Class S \12\................
Replaced Fund:
Premier VIT OpCap 0.80 ............ 0.12 0.92 ........... 0.92
Managed Portfolio...........
Substitute Fund:
ING VP Balanced 0.50 ............ 0.09 0.59 ........... 0.59
Portfolio--Class I..........
Replaced Fund:
Fidelity VIP Asset 0.53 ............ 0.12 0.65 ........... 0.65
Manager Portfolio--Initial
Class.......................
Replaced Fund:
Fidelity VIP Asset 0.53 0.10 0.13 0.76 ........... 0.76
Manager Portfolio--Service
Class.......................
Substitute Fund:
ING VP Balanced 0.50 ............ 0.09 0.59 ........... 0.59
Portfolio--Class I..........
Replaced Fund:
Liberty Asset 0.60 ............ 0.17 0.77 ........... 0.77
Allocation Fund VS--Class A.
Substitute Fund:
ING VP High Yield 0.58 ............ 0.25 0.83 0.12 0.71
Bond Portfolio--Class I.....
Replaced Fund:
Fidelity VIP High 0.58 ............ 0.13 0.71 ........... 0.71
Income Portfolio--Initial
Class.......................
Replaced Fund:
Fidelity VIP High 0.58 0.10 0.13 0.81 ........... 0.81
Income Portfolio--Service
Class.......................
Substitute Fund:
ING VP Index Plus 0.45 ............ 0.22 0.67 0.12 0.55
International Equity
Portfolio--Class I..........
Replaced Fund:
Scudder VS I 0.87 ............ 0.17 1.04 ........... 1.04
International Portfolio--
Class A.....................
Substitute Fund:
ING VP Index Plus 0.45 ............ \14\ 0.47 0.92 0.12 0.80
International Equity
Portfolio--Class S..........
Replaced Fund:
Fidelity VIP 0.72 ............ 0.19 0.91 ........... 0.91
Overseas Portfolio--Initial
Class.......................
Replaced Fund:
Fidelity VIP 0.72 0.10 0.19 1.01 ........... 1.01
Overseas Portfolio--Service
Class.......................
Replaced Fund:
Fidelity VIP 0.72 0.25 0.19 1.16 ........... 1.16
Overseas Portfolio--Service
Class 2.....................
Substitute Fund:
ING VP Index Plus 0.45 ............ \14\ 0.47 0.92 0.12 0.80
International Equity
Portfolio--Class S..........
Replaced Fund:
Putnam VT 0.80 0.25 0.21 1.26 ........... 1.26
International Growth and
Income Fund--Class IB.......
Substitute Fund:
ING VP Index Plus 0.35 ............ 0.09 0.44 ........... 0.44
LargeCap Portfolio--Class I.
Replaced Fund:
Fidelity VIP Growth 0.58 ............ 0.14 0.72 ........... 0.72
Opportunities Portfolio--
Initial Class...............
Substitute Fund:
ING VP Intermediate 0.40 ............ 0.08 0.48 ........... 0.48
Bond Portfolio--Class I.....
Replaced Fund:
Oppenheimer Core 0.72 ............ 0.03 0.75 ........... 0.75
Bond Fund/VA--Non-Service
Shares......................
Substitute Fund:
ING VP Money Market 0.25 ............ 0.09 0.34 ........... 0.34
Portfolio--Class I..........
Replaced Fund:
Oppenheimer Money 0.45 ............ 0.03 0.48 ........... 0.48
Fund/VA.....................
Substitute Fund:
ING VP Money Market 0.25 ............ 0.09 0.34 ........... 0.34
Portfolio--Class I..........
Replaced Fund:
Oppenheimer Money 0.42 ............ 0.31 0.73 ........... 0.73
Market Fund--Class A........
Substitute Fund:
ING Wells Fargo 0.53 ............ 0.34 0.87 ........... 0.87
Small Cap Disciplined
Portfolio--Class I..........
Replaced Fund:
Putnam VT Small Cap 0.77 ............ 0.10 0.87 ........... 0.87
Value Fund--Class 1A Shares.
Substitute Fund:
ING Wells Fargo 0.53 ............ 0.59 1.12 ........... 1.12
Small Cap Disciplined
Portfolio--Class S..........
Replaced Fund:
[[Page 11244]]
Putnam VT Small Cap 0.77 0.25 0.10 1.12 ........... 1.12
Value Fund--Class 1B Shares.
----------------------------------------------------------------------------------------------------------------
\1\ The ``Other Expenses'' of this portfolio includes a Shareholder Services Fee of 0.25%.
\2\ This Fund is subject to a unified fee arrangement.
\3\ The ``Other Expenses'' of this portfolio includes a Shareholder Services Fee of 0.25%.
\4\ This Fund is subject to a unified fee arrangement.
\5\ The ``Other Expenses'' of this portfolio includes a Shareholder Services Fee of 0.25%.
\6\ This Fund is subject to a unified fee arrangement.
\7\ The ``Other Expenses'' of this portfolio includes a Shareholder Services Fee of 0.25%. This Shareholder
Services Fee is permanently capped at 0.25%. Other expenses in excess of this Shareholder Services Fee, if
any, cover operating expenses such as the cost of Trustees who are not interested persons of Directed
Services, Inc. (including the cost of the Trustees and Officers Errors and Omissions Liability Insurance
coverage) and any taxes paid by the portfolios. The portfolios also bear any extraordinary expenses.
\8\ The ``Other Expenses'' of this portfolio includes a Shareholder Services Fee of 0.25%.
\9\ This Fund is subject to a unified fee arrangement.
\10\ The ``Other Expenses'' of this portfolio includes a Shareholder Services Fee of 0.25%.
\11\ The ``Other Expenses'' of this portfolio includes a Shareholder Services Fee of 0.25%. This Shareholder
Services Fee is permanently capped at 0.25%.
\12\ This Fund is subject to a unified fee arrangement.
\13\ The ``Other Expenses'' of this portfolio includes a Shareholder Service Fee of 25%.
\14\ The ``Other Expenses'' of this portfolio includes a Shareholder Services Fee of 0.25%.
Investment Objectives and Policies
The investment objectives of each Replaced and Substitute Fund
follow:
37. ING Columbia Small Cap Value Portfolio for the Pioneer Small
Cap Value VCT Portfolio. The investment objective of the ING Columbia
Small Cap Value Portfolio is long-term growth. The investment objective
of the Pioneer Small Cap Value Portfolio is capital growth.
38. ING EquitiesPlus Portfolio for the PIMCO VIT StocksPlus Growth
and Income Portfolio. The investment objective of each portfolio is to
seek a total return which exceeds that of the Standard & Poor's 500
Composite Stock Price Index (``S&P 500'').
39. ING FMR Diversified Mid Cap Portfolio--Class I for the ING FMR
Diversified Mid Cap Portfolio--Class S. The 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.
40. ING FMR Diversified Mid Cap Portfolio for the Neuberger Berman
AMT Growth Portfolio. The ING FMR Diversified Mid Cap Portfolio seeks
long-term growth of capital, and the Neuberger Berman AMT Growth
Portfolio seeks growth of capital.
41. ING FMR Diversified Mid Cap Portfolio for the Neuberger Berman
AMT Mid-Cap Growth Portfolio. The ING FMR Diversified Mid Cap Portfolio
seeks long-term growth of capital, and the Neuberger Berman AMT Mid-Cap
Growth Portfolio seeks growth of capital.
42. ING FMR Diversified Mid Cap Portfolio for the Oppenheimer
Aggressive Growth Fund/VA. The ING FMR Diversified Mid Cap Portfolio
seeks long-term growth of capital, and the Oppenheimer Aggressive
Growth Fund/VA seeks capital appreciation by investing in growth type
companies.
43. ING FMR Earnings Growth Portfolio for the AIM V.I. Demographic
Trends Fund. The investment objective of ING FMR Earnings Growth
Portfolio and of the AIM V.I. Demographic Trends Fund is to seek long-
term growth of capital.
44. ING FMR Earnings Growth Portfolio for the Alger American Growth
Portfolio. The ING FMR Earnings Growth Portfolio seeks long-term growth
of capital, and the Alger Portfolio seeks long-term capital
appreciation.
45. ING FMR Earnings Growth Portfolio for the Fidelity VIP Growth
Portfolio. The ING FMR Earnings Growth Portfolio seeks growth of
capital over the long term, and the Fidelity VIP Growth Portfolio seeks
capital appreciation.
46. ING FMR Earnings Growth Portfolio for the MFS VIT Emerging
Growth Series. The investment objective of both the ING FMR Earnings
Growth Portfolio and the MFS VIT Emerging Growth Portfolio is to seek
growth of capital over the long term.
47. ING FMR Earnings Growth Portfolio--Class S for the ING FMR
Earnings Growth Portfolio--Class S2. 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.
48. ING FMR Small Cap Equity Portfolio for the Pioneer Small
Company VCT Portfolio. The investment objective of both the ING FMR
Small Cap Equity Portfolio and the Pioneer Small Company VCT Fund is
capital growth.
49. ING Franklin Income Portfolio for the Oppenheimer Balanced
Fund/VA. The investment objective of the ING Franklin Income Portfolio
is to maximize income while maintaining prospects for capital
appreciation. The investment objective of the Oppenheimer Balanced Fund
is high total investment return, which includes current income and
capital appreciation.
50. ING Franklin Income Portfolio for the Oppenheimer Balanced
Fund. The investment objective of the ING Franklin Income Portfolio is
to maximize income while maintaining prospects for capital
appreciation. The investment objective of the Oppenheimer Balanced Fund
is high total investment return with preservation of principal.
51. ING Fundamental Research Portfolio for the Greenwich Street
Appreciation Portfolio. The investment objective of ING Fundamental
Research Portfolio is to maximize total return, while the investment
objective for the Greenwich Street Portfolio is long-term appreciation
of capital.
52. ING JPMorgan Emerging Markets Equity Portfolio for the Van Eck
Worldwide Emerging Markets Fund. The investment objective of the ING
JPMorgan Emerging Markets Equity Portfolio is capital appreciation, and
the investment objective of the Van Eck Worldwide Emerging Markets
Portfolio is long-term capital appreciation.
53. ING JPMorgan Value Opportunities Portfolio for the Morgan
Stanley UIF Value Portfolio. The investment objective of the ING
JPMorgan Value Opportunities Portfolio
[[Page 11245]]
is long-term capital appreciation. The investment objective of the
Morgan Stanley UIF Value Portfolio is above-average returns over a
market cycle of three to five years.
54. ING Limited Maturity Bond Portfolio for the Neuberger Berman
AMT Limited Maturity Bond Portfolio. The investment objective of ING
Limited Maturity Bond Portfolio is to seek the highest current income
consistent with low risk to principal and liquidity. The investment
objective of Neuberger Berman AMT Limited Maturity Bond Portfolio is to
seek the highest available current income consistent with liquidity and
low risk to principal.
55. ING Liquid Assets Portfolio--Class I for the ING Liquid Assets
Portfolio--Class S. 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.
56. ING Liquid Assets Portfolio for the Scudder VS I Money Market
Portfolio. The investment objective of the ING Liquid Assets Portfolio
is to seek the highest level of current income consistent with the
preservation of capital and liquidity. The investment objective of the
Scudder VS Money Market Portfolio is to maintain stability of capital
and maintain the liquidity of capital and to provide current income.
57. ING Lord Abbett U.S. Government Portfolio for the AIM V.I.
Government Securities Fund. The investment objective of the ING Lord
Abbett U.S. Government Portfolio is high current income consistent with
reasonable risk. The investment objective of AIM V.I. Government
Securities Fund is to achieve a high level of current income consistent
with reasonable concern for safety of principal.
58. ING Lord Abbett U.S. Government Portfolio for Federated Fund
for U.S. Government Securities II. The investment objective of the ING
Lord Abbett U.S. Government Portfolio is the highest current income
consistent with reasonable risk. The investment objective of Federated
Fund for U.S. Government Securities is current income.
59. ING Marsico International Opportunities Portfolio for the
American Century VP International Fund. The investment objective of the
ING Marsico International Opportunities Portfolio is long-term growth
of capital. The investment objective for the American Century Portfolio
is capital growth.
60. ING Mercury Large Cap Growth Portfolio for the Oppenheimer
Capital Appreciation Fund. The investment objective of the ING Mercury
Large Cap Growth Portfolio is long-term growth of capital. The
investment objective of the Oppenheimer Capital Appreciation Fund is
capital appreciation.
61. ING MFS Total Return Portfolio for the American Century VP
Balanced Fund. The investment objective of the ING MFS Total Return
Portfolio is above average income consistent with prudent employment of
capital. The investment objective of the American Century VP Balanced
Fund is long-term capital growth and current income.
62. ING Neuberger Berman Partners Portfolio for the Neuberger
Berman AMT Partners Portfolio. The ING Neuberger Berman Partners
Portfolio is patterned after the Neuberger Berman AMT Partners
Portfolio, and the investment objective of each portfolio is growth of
capital.
63. ING Neuberger Berman Partners Portfolio for the Oppenheimer
Main Street Fund/VA. The investment objective of the ING Neuberger
Berman Partners Portfolio is growth of capital. The objective for the
Oppenheimer Main Street Fund is high total return (which includes
growth in the value of its shares as well as current income).
64. ING Oppenheimer Main Street Portfolio for the MFS VIT Research
Series. The investment objective of both the ING Oppenheimer Main
Street Portfolio and MFS VIT Research Series is long-term growth and
future income.
65. ING Oppenheimer Strategic Income Portfolio for the MFS VIT
Strategic Income Series. The investment objective of both the ING
Oppenheimer Strategic Income Portfolio and MFS VIT Strategic Income
Series is high current income.
66. ING Oppenheimer Strategic Income Portfolio for the Putnam VT
Diversified Income Fund. The ING Oppenheimer Strategic Income Portfolio
seeks a high level of current income and the Putnam VT Diversified
Income Fund seeks as high a level of current income as the investment
adviser believes is consistent with preservation of capital.
67. ING PIMCO High Yield Portfolio for the Eaton Vance Income Fund
of Boston. The ING PIMCO High Yield Portfolio seeks maximum total
return, consistent with the preservation of capital and prudent
investment management. The Eaton Vance Income Fund of Boston seeks to
provide as much current income as possible.
68. ING PIMCO High Yield Portfolio for the Morgan Stanley UIF High
Yield Portfolio. The ING PIMCO High Yield Portfolio seeks maximum total
return, consistent with the preservation of capital and prudent
investment management. The Morgan Stanley UIF High Yield Portfolio
seeks above-average total returns over a market cycle of three to five
years.
69. ING PIMCO High Yield Portfolio for the Oppenheimer High Income
Fund/VA. The ING PIMCO High Yield Portfolio seeks maximum total return,
consistent with the preservation of capital and prudent investment
management. The Oppenheimer High Income Fund/VA seeks a high level of
current income.
70. ING PIMCO High Yield Portfolio for the Oppenheimer High Yield
Fund. The ING PIMCO High Yield Portfolio seeks maximum total return,
consistent with the preservation of capital and prudent investment
management. The Oppenheimer High Yield Fund seeks a high level of
current income.
71. ING Pioneer Equity-Income Portfolio for the Pioneer Equity
Income VCT Portfolio. Both the ING Pioneer Equity-Income Portfolio and
the Pioneer VCT Equity Income Portfolio seek current income and long-
term growth of capital.
72. ING Salomon Brothers Aggressive Growth Portfolio for the Alger
American Leveraged AllCap Portfolio. The ING Salomon Brothers
Aggressive Growth Portfolio seeks long-term growth of capital. The
Alger American Leveraged AllCap Portfolio seeks long-term capital
appreciation.
73. ING Stock Index Portfolio for the Dreyfus Stock Index Fund. The
investment objective of the ING Stock Index Portfolio and the Dreyfus
Stock Index Fund is total return.
74. ING UBS U.S. Large Cap Equity Portfolio for the MFS VIT
Investors Trust Series. The investment objective of both the ING UBS
U.S. Large Cap Equity Portfolio and MFS VIT Investors Trust Series is
long-term growth of capital and future income.
75. ING Van Kampen Comstock Portfolio for the Neuberger Berman AMT
Guardian Portfolio. The investment objective of the ING Van Kampen
Comstock Portfolio is capital growth and income. The investment
objective of Neuberger Berman AMT Guardian Portfolio is long-term
growth of capital and as a secondary objective, current income.
76. ING Van Kampen Equity and Income Portfolio for the Fidelity VIP
Asset Manager: Growth Portfolio. The investment objective of the ING
Van Kampen Equity and Income Portfolio is total return, consisting of
long-term capital appreciation and current income. The investment
objective of the
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Fidelity VIP Asset Manager: Growth Portfolio is to maximize total
return.
77. ING Van Kampen Growth and Income Portfolio for the Dreyfus VIF
Growth and Income Portfolio. The investment objective of the ING Van
Kampen Growth and Income Portfolio is long-term growth of capital and
income. The investment objective of the Dreyfus VIF Growth and Income
Portfolio is long-term capital growth, current income and growth of
income consistent with reasonable investment risk.
78. ING Van Kampen Growth and Income Portfolio for the Premier VIT
OpCap Managed Portfolio. The ING Van Kampen Growth and Income Portfolio
seeks long-term growth of capital and income. The Premier VIT OpCap
Managed Portfolio seeks growth of capital over time.
79. ING VP Balanced Portfolio for the Fidelity VIP Asset Manager
Portfolio. The ING VP Balanced Portfolio seeks to maximize investment
return, consistent with reasonable safety of principal. The Fidelity
VIP II Asset Manager Portfolio seeks to obtain high total return with
reduced risk over the long term.
80. ING VP Balanced Portfolio for the Liberty Asset Allocation Fund
VS. The investment objective of the ING VP Balanced Portfolio is to
maximize investment return consistent with reasonable safety of
principal. The investment objective of the Liberty Asset Allocation
Fund is high total investment return.
81. ING VP High Yield Bond Portfolio for the Fidelity VIP High
Income Portfolio. The ING VP High Yield Bond Portfolio seeks a high
level of current income and total return. The Fidelity VIP High Income
Portfolio seeks a high level of current income, while also considering
growth of capital.
82. ING VP Index Plus International Equity Portfolio for the
Scudder VS I International Portfolio. The ING VP IndexPlus
International Equity Portfolio seeks to outperform the total return
performance of the Morgan Stanley Capital International EAFE Index
(``MSCI EAFE''). The Scudder SV I International Portfolio seeks long-
term growth of capital.
83. ING VP Index Plus International Equity Portfolio for the
Fidelity VIP Overseas Portfolio. The ING VP IndexPlus International
Equity Portfolio seeks to outperform the total return performance of
the MSCI EAFE. The Fidelity VIP Overseas Portfolio seeks long-term
growth of capital.
84. ING VP Index Plus International Equity Portfolio for the Putnam
VT International Growth and Income Fund. The ING VP IndexPlus
International Equity Portfolio seeks to outperform the total return
performance of the MSCI EAFE. The Putnam VT International Growth and
Income Fund seeks capital growth with current income as a secondary
objective.
85. ING VP Index Plus LargeCap Portfolio for the Fidelity VIP
Growth Opportunities Portfolio. The ING VP Index Plus LargeCap
Portfolio seeks to outperform the total return performance of the S&P
500. The Fidelity VIP Growth Opportunities Portfolio seeks capital
growth.
86. ING VP Intermediate Bond Portfolio for the Oppenheimer Core
Bond Fund/VA. The ING VP Intermediate Bond Portfolio seeks to maximize
total return consistent with reasonable risk. The Oppenheimer Core Bond
Fund/VA seeks a high level of current income.
87. ING VP Money Market Portfolio for the Oppenheimer Money Fund/
VA. The ING VP Money Market Portfolio seeks high current return,
consistent with the preservation of capital and liquidity, through
investment in high-quality money market instruments. The Oppenheimer
Money Fund seeks maximum current income from investments in money
market securities consistent with low capital risk and the maintenance
of liquidity.
88. ING VP Money Market Portfolio for the Oppenheimer Money Market
Fund. The ING VP Money Market Portfolio seeks to provide high current
return, consistent with the preservation of capital and liquidity,
through investment in high-quality money market instruments. The
Oppenheimer Money Market Fund seeks the maximum current income that is
consistent with stability of principal.
89. ING Wells Fargo Small Cap Disciplined Portfolio for the Putnam
VT Small Cap Value Fund. The investment objective of the ING Wells
Fargo Small Cap Disciplined Portfolio is long-term capital
appreciation. The investment objective of the Putnam VT Small Cap Value
Fund is capital appreciation.
Implementation of the Substitutions
90. Applicants will effect the Substitutions as soon as practicable
following the issuance of the requested order. As of the Effective Date
of the Substitutions, shares of each Replaced Fund will be redeemed for
cash or in-kind. The Companies, on behalf of each Replaced Fund
subaccount of each relevant Account, will simultaneously place a
redemption request with the Replaced Fund and a purchase order with the
corresponding Substitute Fund so that the purchase of Substitute Fund
shares will be for the exact amount of the redemption proceeds. Thus,
Contract values will remain fully invested at all times. The proceeds
of such redemptions will then be used to purchase the appropriate
number of shares of the applicable Substitute Fund.
91. The Substitutions will take place at relative net asset value
(in accordance with Rule 22c-1 under the 1940 Act) with no change in
the amount of any affected Contract owner's account value or death
benefit, or in the dollar value of his or her investment in the
applicable Account. Any in-kind redemption of shares of a Replaced Fund
or in-kind purchase of shares of the corresponding Substitute Fund
will, except as noted below, take place in substantial compliance with
the conditions of Rule 17a-7 under the 1940 Act. No brokerage
commissions, fees or other remuneration will be paid by either the
Replaced Fund or the corresponding Substitute Fund or by affected
Contract owners in connection with the Substitutions. The transactions
comprising the Substitutions will be consistent with the policies of
each investment company involved and with the general purposes of the
1940 Act.
92. Affected Contract owners will not incur any fees or charges as
a result of the Substitutions nor will their rights or the Companies'
obligations under the Contracts be altered in any way. The Companies or
their affiliates will pay all expenses and transaction costs of the
Substitutions, including legal and accounting expenses, any applicable
brokerage expenses, and other fees and expenses. In addition, the
Substitutions will not impose any tax liability on affected Contract
owners. The Substitutions will not cause the Contract fees and charges
currently being paid by affected Contract owners to be greater after
the Substitutions than before the Substitutions. Also, as described
more fully below, after notific
