

[Federal Register: March 6, 2006 (Volume 71, Number 43)]
[Notices]               
[Page 11236-11249]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr06mr06-73]                         

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

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

[[Page 11246]]

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 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

[[Page 11247]]

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 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.
    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

[[Page 11248]]

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. 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 
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.

[[Page 11249]]

    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 Post-Substitution 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 
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
