credits

ING USA Annuity & Life Insurance Company, et al.

Start PreambleAugust 1, 2005.

The Securities and Exchange Commission.

ACTION:

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

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

SUMMARY:

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

Replaced fundsSubstitute funds
AIM V.I. Health Sciences Fund—Series IING Evergreen Health Sciences Portfolio—Class S
Start Printed Page 46197
ING Evergreen Health Sciences Portfolio—Class A
AIM V.I. Capital Appreciation Fund—Series IING Evergreen Omega Portfolio—Class I
Alger American Leveraged AllCap Portfolio—Class O
Putnam VT New Opportunities Fund—Class IA
Putnam VT New Opportunities Fund—Class IB
Putnam VT Voyager Fund—Class IA
Putnam VT Voyager Fund—Class IB
AIM V.I. Capital Appreciation Fund—Series IIING Evergreen Omega Portfolio—Class S
Putnam VT Discovery Growth Fund—Class IB
AIM V.I. Growth Fund—Series IING FMR Earnings Growth Portfolio—Class I
Alger American Growth Portfolio—Class O
Alger American Income & Growth Portfolio—Class O
AllianceBernstein VPSF Large Cap Growth Portfolio—Class A
AIM V.I. Growth Fund—Series IIING FMR Earnings Growth Portfolio—Class S
AllianceBernstein VPSF Large Cap Growth Portfolio—Class B
AIM V.I. Small Company Growth Fund—Series IING JP Morgan Small Cap Equity Portfolio—Class I
Alger American Small Capitalization Portfolio—Class O
AllianceBernstein VPSF Small Cap Growth Portfolio—Class A
Premier VIT OpCap Small Cap Portfolio
AllianceBernstein VPSF Growth and Income Portfolio—Class AING JP Morgan Value Opportunities Portfolio—Class I
Putnam VT Growth and Income Fund—Class IA
AllianceBernstein VPSF Growth and Income Portfolio—Class BING JP Morgan Value Opportunities Portfolio—Class S
AllianceBernstein VPSF Value Portfolio—Class B
Federated American Leaders Fund II—P Shares
Putnam VT Growth and Income Fund—Class IB
AIM V.I. Premier Equity Fund—Series IING Legg Mason Value Portfolio—Class I
AIM V.I. Premier Equity Fund—Series IIING Legg Mason Value Portfolio—Class S
Federated Prime Money Fund II—P SharesING Liquid Assets Portfolio—Class S
Janus Aspen International Growth Portfolio—Institutional SharesING Marsico International Opportunities Portfolio—Class I
Putnam VT International Equity Fund—Class IA
AIM V.I. International Growth Fund—Series IING Marsico International Opportunities Portfolio—Class S
Janus Aspen International Growth Portfolio—Service Shares
Prudential SP William Blair International Growth Portfolio Class II
AIM V.I. Dent Demographic Trends Fund—Series IIING Mercury Large Cap Growth Portfolio—Class S
ING Mercury Large Cap Growth Portfolio—Class A
Prudential Jennison Portfolio—Class II Shares
MFS VIT Total Return Series—Initial ClassING MFS Total Return Portfolio—Class I
MFS VIT Utilities Series—Initial ClassING MFS Utilities Portfolio—Class I
Putnam VT Utilities Growth and Income Fund—Class IA
AIM V.I. Utilities Fund—Series IING MFS Utilities Portfolio—Class S
Premier VIT OpCap Global Equity PortfolioING Oppenheimer Global Portfolio—I Class
AIM V.I. Diversified Income Fund—Series IING Oppenheimer Strategic Income Portfolio—S Class
Van Eck Worldwide Bond Fund—Initial Class
Federated High Income Bond Fund II—P SharesING PIMCO High Yield Portfolio—Class S
Pioneer Mid Cap Value VCT Portfolio—Class IING Pioneer Mid Cap Value Portfolio—Class I
Pioneer Mid Cap Value VCT Portfolio—Class IIING Pioneer Mid Cap Value Portfolio—Class S
AIM V.I. Core Equity Fund—Series IING Pioneer Fund Portfolio—Class I
AIM V.I. Core Equity Fund—Series IIING Pioneer Fund Portfolio—Class S
Pioneer Fund VCT Portfolio—Class II
Alger American MidCap Growth Portfolio—Class OING T. Rowe Price Diversified Mid Cap Growth Portfolio—I Class
UBS Series Trust U.S. Allocation Portfolio—Class IING UBS U.S. Allocation Portfolio—Class S
Premier VIT OpCap Equity PortfolioING UBS U.S. Large Cap Equity Portfolio—I Class
Alger American Balanced Portfolio—Class OING Van Kampen Equity and Income Portfolio—I Class
Federated Capital Income Fund II—P Shares
AIM V.I. Financial Services Fund—Series IING VP Financial Services Portfolio—Class S
AIM V.I. High Yield Fund—Series IING VP High Yield Bond Portfolio—Class I
Van Eck Worldwide Real Estate Fund—Initial ClassING VP Real Estate 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 December 27, 2004. The Application was amended and restated on July 19, 2005 and on July 29, 2005.

Hearing or Notification of Hearing:An order granting the Application will be issued unless the Commission orders a hearing. Interested persons may request a hearing by writing to the Secretary of the Commission and serving Applicants with a copy of the request, personally or by mail. Hearing requests should be received by the Commission by 5:30 p.m. on August 26, 2005, and should be accompanied by proof of service on Applicants, in the form of an affidavit or, for lawyers, a certificate of service. Hearing requests should state the nature of the writer's interest, the reason for the request, and the issues contested. Persons who wish to be notified of a hearing may request notification by writing to the Secretary of the Commission.

ADDRESSES:

For the Commission: Secretary, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549-9303. For Applicants, J. Neil McMurdie, Esquire, ING Americas U.S. Legal Services, 151Start Printed Page 46198 Farmington Avenue, TS31, Hartford, CT 06156-8975.

Start Further Info

FOR FURTHER INFORMATION CONTACT:

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

End Further Info End Preamble Start Supplemental Information

SUPPLEMENTARY INFORMATION:

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

I. The Application

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

II. The Applicants, Funds and Contracts

A.The Companies.Each of the Companies is an indirect wholly owned subsidiary of ING Groep, N.V. (“ING”). ING is a global financial services holding company based in The Netherlands which is active in the field of insurance, banking and asset management. As a result, each Company likely would be deemed to be an affiliate the others.

1. ING Insurance Company of America (“ING America”). ING America is a stock life insurance company organized under the laws of the State of Connecticut in 1990 and redomesticated under the insurance laws of the State of Florida in 2000. Prior to May 1, 2002, ING America was known as Aetna Insurance Company of America (“Aetna America”). ING America is principally engaged in the business of issuing life insurance and annuities.

ING America is the depositor of Variable Annuity Account I, a separate account which is registered with the Commission as a unit investment trust.

2. ING Life Insurance and Annuity Company (“ING Life”). ING Life is a stock life insurance company organized under the laws of the State of Connecticut in 1976 as Forward Life Insurance Company. Through a December 31, 1976 merger ING Life's operations include the business of Aetna Variable Annuity Life Insurance Company (formerly known as Participating Annuity Life Insurance Company). Prior to May 1, 2002, ING Life was known as Aetna Life Insurance and Annuity Company (“Aetna”). ING Life is principally engaged in the business of issuing life insurance and annuities.

ING Life also is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and is the investment adviser for ING Partners, Inc. ING Life is the depositor of Variable Annuity Account B, a separate account which is registered with the Commission as a unit investment trust.

3. ING USA Annuity and Life Insurance Company (“ING USA”). ING USA is an Iowa stock life insurance company which was originally organized in 1973 under the insurance laws of Minnesota. Through a January 1, 2004 merger ING USA's operations include the business of the former companies, Equitable Life Insurance Company of Iowa (“Equitable Life”), United Life and Annuity Insurance Company (“United Life and Annuity”), and USG Annuity and Life Company. Prior to January 1, 2004, ING USA was known as Golden American Life Insurance Company (“Golden”). ING USA is principally engaged in the business of issuing life insurance and annuities.

ING USA is the depositor of Separate Account B, Separate Account EQ and Separate Account U, separate accounts which are registered with the Commission as unit investment trusts.

4. ReliaStar Life Insurance Company (“ReliaStar”). ReliaStar is a stock life insurance company organized in 1885 and incorporated under the laws of the State of Minnesota. Through an October 1, 2002 merger ReliaStar's operations include the business of Northern Life Insurance Company (“Northern”). ReliaStar is principally engaged in the business of issuing life insurance, annuities, employee benefits and retirement contracts.

ReliaStar is the depositor of MFS ReliaStar Variable Account, ReliaStar Select Variable Account, Select*Life Variable Account and Separate Account N, separate accounts which are registered with the Commission as unit investment trusts.

5. ReliaStar Life Insurance Company of New York (“ReliaStar NY”). ReliaStar NY is a stock life insurance company which was incorporated under the laws of the State of New York in 1917. Through an April 1, 2002 merger ReliaStar NY's operations include the business of First Golden American Life Insurance Company of New York (“First Golden”). ReliaStar NY is principally engaged in the business of issuing life insurance and annuities.

ReliaStar NY is the depositor of Separate Account NY-B, Variable Annuity Funds M, P & Q and Variable Life Separate Account I, separate accounts which are registered with the Commission as unit investment trusts.

6. Security Life of Denver Insurance Company (“Security Life”). Security Life is a stock life insurance company organized under the laws of the State of Colorado in 1929. Through an October 1, 2004, merger Security Life's operations include the business of Southland Life Insurance Company (“Southland”). Security Life is principally engaged in the business of issuing life insurance and annuities.

Security Life is the depositor of Security Life Separate Account A1, Security Life Separate Account L1, Security Life Separate Account S-A1, and Security Life Separate Account S-L1, separate accounts which are registered with the Commission as unit investment trusts.

B.The Accounts . Each of the Accounts is a segregated asset account of the applicable Company, and is registered under the 1940 Act as a unit investment trust. Each of the respective Accounts is used by the Company of which it is a part to support the Contracts that it issues.

Each Account is administered and accounted for as part of the general business of the Company of which it is a part. The assets of each Account attributable to the Contracts issued through it are owned by each Company but are held separately from all other assets of that Company for the benefit of the owners of, and persons entitled to benefits under such Contracts. Pursuant to applicable state insurance law and to the extent provided in the Contracts, such assets are not chargeable with liabilities arising out of any other business that each Company may conduct. Income, if any, gains and losses, realized or unrealized, from each Account are credited to or charged against the assets of that Account, without regard to other income, gains or losses of its Company or any of its other segregated asset accounts. Each Account is a “separate account” as defined by Rule 0-1(e) under the 1940 Act.

Each Account is divided into subaccounts, each of which invests exclusively in shares of one investment company portfolio of ING Investors Trust, ING Partners, Inc., ING Variable Products Trust, a Replaced Fund or another mutual fund. Each investment company portfolio has its own distinct investment objective(s) and policies. Income, gains and losses, realized or unrealized, of a portfolio are credited to or charged against the corresponding subaccount of each Account without regard to any other income, gains or losses of the applicable Company. To the extent provided in the Contracts,Start Printed Page 46199 assets equal to the reserves and other contract liabilities with respect to an Account are not chargeable with liabilities arising out of any other business of the Company that is the depositor of the Account.

Each of the prospectuses for the Contracts discloses that the Companies reserve the right, subject to Commission approval and compliance with applicable law, to substitute shares of another open-end management investment company for shares of an open-end management investment company held by a subaccount of an Account whenever the Company, in its judgment, determines that a portfolio no longer suits the purpose of the Contract.

C.The Substitute Funds . Each of the Substitute Funds is a series of ING Investors Trust, ING Partners, Inc., or ING Variable Products Trust.

1.ING Investors Trust . ING Investors Trust, formerly known as the GCG Trust, was organized as a Massachusetts business trust on August 3, 1988. ING Investors Trust is registered under the 1940 Act as an open-end management investment company (File No. 811-5629). It is a series investment company as defined by Rule 18f-2 under the 1940 Act, and a separate series of shares of beneficial interest is issued in connection with each series. Each series is currently offered by prospectus dated April 29, 2005. ING Investors Trust has registered these shares under the Securities Act of 1933 on Form N-1A (File No. 033-23512) which was last updated in an amendment to the registration statement filed on January 27, 2005.

Overall management services are provided to ING Investors Trust and to each of its individual portfolios by Directed Services, Inc. (“DSI”). DSI is an investment adviser registered under the Advisers Act, and a broker-dealer registered under the Exchange Act. DSI, an indirect wholly owned subsidiary of ING, maintains its offices at 1475 Dunwoody Drive, West Chester, PA, 19380. Under the terms of an investment advisory agreement between ING Investors Trust and DSI (the “Trust Management Agreement”), which agreement first became effective on October 24, 1997, DSI manages the business and affairs of each of the several series of the ING Investors Trust, subject to the control and oversight of the ING Investors Trust Board of Trustees (the “Board”). Under the Trust Management Agreement, DSI is authorized to exercise full investment discretion and make all determinations with respect to the investment of the assets of the respective series, but may, at its own cost and expense, retain portfolio managers for the purpose of making investment decisions and research information available to the ING Investors Trust.

DSI delegates to subadvisers the responsibility for day-to-day management of the investments of each portfolio, subject to DSI's oversight. DSI also recommends the appointment of additional or replacement subadvisers to the Board. The ING Investors Trust and DSI have received exemptive relief from the Commission that permits the ING Investors Trust and DSI to add or terminate a subadviser without shareholder approval.

2.ING Partners, Inc (“ING Partners”) . ING Partners, formerly known as Portfolio Partners, Inc., was organized as a Maryland corporation in 1997 and commenced operations on November 28, 1997. ING Partners is registered under the 1940 Act as an open-end management investment company (File No. 811-08319). It is a series investment company as defined by Rule 18f-2 under the 1940 Act, and a separate series of shares of beneficial interest is issued in connection with each series. Each series is currently offered by prospectuses dated April 29, 2005. ING Partners has registered these shares under the Securities Act of 1933 on Form N-1A (File No. 333-32575) which was last updated in an amendment to the registration statement filed on April 1, 2005.

ING Life serves as the investment adviser for each ING Partners portfolio. ING Life is an investment adviser registered under the Advisers Act. ING Life maintains its offices at 151 Farmington Avenue, Hartford, Connecticut 06156.

ING Life delegates to sub-advisers the responsibility for day-to-day management of the investments of each portfolio, subject to the ING Life's oversight. ING Life also recommends the appointment of additional or replacement sub-advisers to the Board. ING Partners and ING Life have received exemptive relief from the Commission that permits ING Life and ING Partners to add or terminate a portfolio's sub-adviser without shareholder approval.

3.ING Variable Products Trust . ING Variable Products Trust, formerly known as the Northstar Variable Trust, was organized as a Massachusetts business trust in 1993. ING Variable Product Trust is registered under the 1940 Act as an open-end management investment company (File No. 811-08220). It is a series investment company as defined by Rule 18f-2 under the 1940 Act, and a separate series of shares of beneficial interest is issued in connection with each series. Each series is currently offered by prospectuses dated April 29, 2005. ING Variable Products Trust has registered these shares under the Securities Act of 1933 on Form N-1A (File No. 033-73140) which was last updated in an amendment to the registration statement filed on April 4, 2005.

ING Investments, LLC (“ING Investments”), an Arizona limited liability company and an SEC registered investment adviser, serves as the investment adviser to portfolio of the ING Variable Products Trust. ING Investments, subject to the direction of ING Variable Products Trust Board of Trustees (the “Board”), has overall responsibility for the management of the portfolios. ING Investments provides or oversees all investment advisory and portfolio management services for each portfolio and assists in managing and supervising all aspects of the general day-to-day business activities and operations of the portfolios, including custodial, transfer agency, dividend disbursing, accounting, auditing, compliance and related services.

ING Investments acts as a “manager-of-managers” for certain of the Substitute Funds. ING Investments delegates to the subadvisers of these Substitute Funds the responsibility for investment management, subject to ING Investment's oversight. From time to time ING Investments may recommend the appointment of additional or replacement subadvisers for these Substitute Funds to the portfolios' Board, and in reliance on and in accordance with the conditions of Commission relief granted to affiliates, with the approval of the Board, ING Investments may replace a non-affiliated subadviser as well as change the terms of a contract with a non-affiliated subadviser, without submitting the contract to a vote of the portfolios' shareholders.

D.The Replaced Funds.Each fund to be replaced with a Substitute Fund is a portfolio of the AIM Variable Insurance Funds, Alger American Fund, AllianceBernstein Variable Products Series Fund, Inc., Federated Insurance Series, ING Investors Trust, Janus Aspen Series, MFS Variable Insurance Trust, Premier VIT (prior to May 1, 2005 known as PIMCO Advisors VIT), Pioneer Variable Contracts Trust, The Prudential Series Fund, Inc., Putnam Variable Trust, UBS Series Trust, and Van Eck Worldwide Insurance Trust.

E.The Contracts.The Contracts are flexible premium variable annuity and variable life insurance contracts. The variable annuity Contracts provide for the accumulation of values on a variable basis, fixed basis, or both, during theStart Printed Page 46200 accumulation period, and provide settlement or annuity payment options on a variable or fixed basis. The variable life insurance Contracts provide for the accumulation of values on a variable basis, fixed basis, or both throughout the insured's life and for a death benefit, upon the death of the insured. Under each of the prospectuses for the Contracts, each Company reserves the right to substitute shares of one fund or portfolio for shares of another.

A Contract owner may transfer all or any part of the Contract value from one subaccount to any other subaccount or a fixed account as long as the Contract remains in effect and at any time up to 30 days before the due date of the first annuity payment for variable annuity contracts. For many of the Contracts, the Company issuing the Contract reserves the right to limit the number of transfers during a specified period.

III. The Substitutions

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

>UBS Series Trust U.S. Allocation Portfolio—Class I

Replaced fundsSubstitute fundsAccounts holding replaced fund assets
AIM V.I. Health Sciences Fund—Series IING Evergreen Health Sciences Portfolio—Class SING USA B; ReliaStar NY B; Security Life L1
ING Evergreen Health Sciences Portfolio—Class AING USA B
AIM V.I. Capital Appreciation Fund—Series IING Evergreen Omega Portfolio—Class IING LIfe B; ING USA U; Security Life L1
Alger American Leveraged AllCap Portfolio—Class OING America 1; ING Life B; ReliaStar SL; ReliaStar Select VA ReliaStar Separate Account N; ReliaStar NY I; Security Life A1; Security Life L1; Security Life S-A1; Security Life S-L1
Putnam VT New Opportunities Fund—Class IAReliaStar SL; ReliaStar Select VA; ReliaStar NY I
Putnam VT New Opportunities Fund—Class IBSecurity Life L1; Security Life S-L1
Putnam VT Voyager Fund—Class IAReliaStar SL; ReliaStar Select VA; ReliaStar NY I
Putnam VT Voyager Fund—Class IBSecurity Life L1; Security Life S-L1
AIM V.I. Capital Appreciation Fund—Series IIING Evergreen Omega Portfolio—Class SING USA B
Putnam VT Discovery Growth Fund—Class IBING USA B; ReliaStar NY B
AIM V.I. Growth Fund—Series IING FMR Earnings Growth Portfolio—Class IING Life B; ING USA U
Alger American Growth Portfolio—Class OING USA U; ReliaStar SL; ReliaStar Select VA; ReliaStar Separate Account N; ReliaStar NY I; Security Life A1; Security Life L1; Security Life S-A1; Security Life S-L1
Alger American Income & Growth Portfolio—Class OING America I; ING Life B
AllianceBernstein VPSF Large Cap Growth Portfolio—Class AING Life B
AIM V.I. Growth Fund—Series IIING FMR Earnings Growth Portfolio—Class SING USA B; ReliaStar NY B
AllianceBernstein VPSF Large Cap Growth Portfolio—Class BING USA B; ReliaStar NY B
AIM V.I. Small Company Growth Fund—Series IING JP Morgan Small Cap Equity Portfolio—Class ISecurity Life L1
Alger American Small Capitalization Portfolio—Class OReliaStar SL; ReliaStar Select VA; ReliaStar Separate Account N; ReliaStar NY I; Security Life A1; Security Life S-A1; Security Life S-L1
AllianceBernstein VPSF Small Cap Growth Portfolio—Class AING Life B
Premier VIT OpCap Small Cap PortfolioReliaStar SL; ReliaStar Select VA; ReliaStar Separate Account N; ReliaStar NY I
AllianceBernstein VPSF Growth and Income Portfolio—Class AING JP Morgan Value Opportunities Portfolio—Class IING Life B; ReliaStar MP&Q
Putnam VT Growth and Income Fund—Class IAReliaStar SL; ReliaStar Select VA; ReliaStar NY I
AllianceBernstein VPSF Growth and Income Portfolio—Class BING JP Morgan Value Opportunities Portfolio—Class SING USA B; ReliaStar NY B
AllianceBernsteain VPSF Value Portfolio—Class BING USA B; ReliaStar NY B
Federated American Leaders Fund II—P SharesING America I; ING Life B; ING USA U
Putnam VT Growth and Income Fund—Class IBReliaStar NY B; ING USA B; Security Life L1; Security Life S-L1
AIM V.I. Premier Equity Fund—Series IING Legg Mason Value Portfolio—Class IING Life B
AIM V.I. Premier Equity Fund—Series IIING Legg Mason Value Portfolio—Class SING USA B
Federated Prime Money Fund II—P SharesING Liquid Assets Portfolio—Class SING America I; ING Life B; ING USA U
Janus Aspen International Growth Portfolio—Institutional SharesING Marsico International Opportunities Portfolio—Class IReliaStar SL; ReliaStar Select VA; ReliaStar Separate Account N; ReliaStar NY I; Security Life S-A1; Security Life S-L1
Putnam VT International Equity Fund—Class IAReliaStar SL; ReliaStar Select VA;
Start Printed Page 46201
AIM V.I. International Growth Fund—Series IING Marsico International Opportunities Portfolio—Class SING USA U
Janus Aspen International Growth Portfolio—Service SharesSecurity Life L1; Security Life S-L1
Prudential SP William Blair International Growth Portfolio—Class IIING Life B; ING USA B; ReliaStar NY B
AIM V.I. Dent Demographic Trends Fund—Series IIING Mercury Large Cap Growth Portfolio—Class SING USA B; ReliaStar NY B
ING Mercury Large Cap Growth Portfolio—Class AING USA B
Prudential Jennison Portfolio—Class II SharesING Life B; ING USA B; ING USA EQ; ReliaStar NY B
MFS VIT Total Return Series—Initial ClassING MFS Total Return Portfolio—Class IING America I; ING Life B; ING USA U
MFS VIT Utilities Series—Initial ClassING MFS Utilities Portfolio—Class IING USA U
Putnam VT Utilities Growth and Income Fund—Class IAReliaStar SL; ReliaStar Select VA
AIM V.I. Utilities Fund—Series IING MFS Utilities Portfolio—Class SING USA B; ReliaStar NY B; Security Life A1; Security Life L1; Security Life S-A1; Security Life S-L1
Premier VIT OpCap Global Equity PortfolioING Oppenheimer Global Portfolio—I ClassReliaStar SL; ReliaStar Select VA; ReliaStar Separate Account N; ReliaStar NY I
AIM V.I. Diversified Income Fund—Series IING Oppenheimer Strategic Income Portfolio—S ClassING USA U
Van Eck Worldwide Bond Fund—Initial ClassSecurity Life L1
Federated High Income Bond Fund II—P SharesING PIMCO High Yield Portfolio—Class SING America I; ING Life B; ING USA U
Pioneer Mid Cap Value VCT Portfolio—Class IING Pioneer Mid Cap Value Portfolio—Class IReliaStar SL; ReliaStar NY I; Security Life L1; Security Life S-L1
Pioneer Mid Cap Value VCT Portfolio—Class IIING Pioneer Mid Cap Value Portfolio—Class SING USA B
AIM V.I. Core Equity Fund—Series IING Pioneer Fund Portfolio—Class IING Life B; ING USA U
AIM V.I. Core Equity Fund—Series IIING Pioneer Fund Portfolio—Class SING USA B
Pioneer Fund VCT Portfolio—Class IIING USA B; ReliaStar NY B
Alger American MidCap Growth Portfolio—Class OING T. Rowe Price Diversified Mid Cap Growth Portfolio—I ClassReliaStar SL; ReliaStar Select VA; ReliaStar Separate Account N; ReliaStar NY I; Security Life A1; Security Life L1; Security Life S-A1; Security Life S-L1
ING UBS U.S. Allocation Portfolio—Class SING USA B; ReliaStar NY B
Premier VIT OpCap Equity PortfolioING UBS U.S. Large Cap Equity Portfolio—I ClassReliaStar SL; ReliaStar Select VA; ReliaStar Separate Account N; ReliaStar NY I
Alger American Balanced Portfolio—Class OING Van Kampen Equity and Income Portfolio—I ClassING America I; ING Life B
Federated Capital Income Fund II—P SharesING America I; ING Life B; ING USA U
AIM V.I. Financial Services Fund—Series IING VP Financial Services Portfolio—Class SING USA B; ReliaStar NY B
AIM V.I. High Yield Fund—Series IING VP High Yield Bond Portfolio—Class ISecurity Life A1; Security Life L1
Van Eck Worldwide Real Estate Fund—Initial ClassING VP Real Estate Portfolio—Class SSecurity Life L1

Each Substitute Fund and Replaced Fund is registered as an open-end management investment company under the 1940 Act. Further, each is a series investment company as defined by Rule 18f-2 under the 1940 Act and issues separate series of shares of stock (for corporations) or of beneficial interest (for business trusts) in connection with each portfolio. The shares of each fund are registered under the 1933 Act on Form N-1A

B.Investment Objectives and Policies.With respect to each Replaced Fund, the Applicants have determined that the investment objective and the investment policies of the corresponding Substitute Fund are the same as, similar to or consistent with those of the Replaced Fund and therefore the essential objectives and risk expectations of those Contract owners with interests in subaccounts of each Replaced Fund will continue to be met after the Substitutions.

1.The ING Evergreen Health Sciences Portfolio for the AIM V.I. Health Sciences Fund.The primary investment objective of both the ING Evergreen Health Sciences Portfolio and the AIM V.I. Health Sciences Fund is capital growth. Each seeks to achieve this objective through substantially similar investment strategies focused on the healthcare sector.

Each fund normally invests at least 80% of its assets in equity securities of healthcare companies. Healthcare companies are similarly defined for each fund as companies deriving at least 50% of sales revenue from healthcare products and services, or comparable measures indicating that the primary business of the company is within the health sciences sector. Additionally, each of these funds is included in the same fund category by Morningstar, namely, Specialty—Health. Furthermore, each fund uses a similar index consistent with its primary investment objective as a benchmark.

2.The ING Evergreen Health Sciences Portfolio—Class S for the ING Evergreen Health Sciences Portfolio—A Class.This Substitute Fund is the same as the corresponding Replaced Fund with the exact same investment objective and policies and managed by the exact same investment adviser/sub-adviser, but with lower overall fees. This substitution is necessary to preventStart Printed Page 46202 Contracts from offering two classes of shares of the same Substitute Fund and to ensure that no affected Contract Owner will have Contract values allocated to two different classes of shares of the same Substitute Fund after the effective date of the Substitutions (“Effective Date”).

3.The ING Evergreen Omega Portfolio for the AIM V.I. Capital Appreciation Fund.The investment objective for the ING Evergreen Omega Portfolio is long-term capital growth. The investment objective for the AIM V.I. Capital Appreciation Fund is growth of capital. These investment objectives are essentially the same.

Additionally, the investment policies of these funds are the same as, similar to or consistent with each other. Each fund employs a growth style of equity management and looks for stocks with above-average, long-term growth in earnings and excellent growth prospects. Each fund has the same limit with respect to investments in foreign securities (25% of its assets at the time of purchase). Additionally, each fund may invest up to 100% of its assets in quality money market instruments in order to protect the fund from adverse economic, political or market conditions. Furthermore, each of these funds is included in the same fund category by Morningstar, namely, Large Cap Growth.

4.The ING Evergreen Omega Portfolio for the Alger American Leveraged AllCap Portfolio.The investment objective for the ING Evergreen Omega Portfolio is long-term capital growth. The investment objective for the Alger American Leveraged AllCap Portfolio is long-term capital appreciation. Although not articulated in exactly the same way, these investment objectives are essentially the same.

Additionally, the investment policies of the funds are the same as, similar to or consistent with each other. Both funds employ a growth style of equity management and look for stocks with excellent growth prospects and can invest in securities across all market capitalizations. Each fund has a similar limit on its investment in foreign securities (20% of its assets at the time of purchase for the Alger American Leveraged AllCap Portfolio and 25% for the ING Evergreen Omega Portfolio). Furthermore, each of these funds is included in the same fund category by Morningstar, namely, Large Cap Growth.

5.The ING Evergreen Omega Portfolio for the Putnam VT Discovery Growth Fund.The investment objective of the ING Evergreen Omega Portfolio is long-term capital growth. The investment objective of the Putnam VT Discovery Growth Fund is to seek long-term growth of capital. The investment objectives of the ING Evergreen Omega Portfolio and Putnam Discovery Growth Portfolio are essentially the same.

The investment policies of each of these funds are consistent with each other. Each fund invests primarily in stocks of U.S companies across all market capitalizations with a focus on a “growth” style of equity management. While each fund may invest in foreign securities (the ING Evergreen Omega Portfolio limits such investments to 25% of its assets at the time of purchase and the Putnam VT Discovery Growth Fund has no such limit), the amount of each fund's actual investment in foreign securities has been quite small. As of September 30, 2004, the ING Evergreen Omega Portfolio had 4% of its assets invested in foreign securities and the Putnam VT Discovery Growth Fund had 1% it assets invested in foreign securities. Furthermore, for both funds all investments in foreign securities as of September 30, 2004, were in securities listed on U.S. exchanges. Each of these funds is included in the same fund category by Morningstar, namely, Large Cap Growth.

6.The ING Evergreen Omega Portfolio for the Putnam VT New Opportunities Fund.The investment objective of the ING Evergreen Omega Portfolio is long-term capital growth. The investment objective of the Putnam VT New Opportunities Fund is long-term capital appreciation. Although not articulated in exactly the same way, these investment objectives are essentially the same.

Additionally the investment policies of each of these funds are the same as, similar to or consistent with each other. Each fund invests primarily in common stocks of U.S. companies across all market capitalizations. Each fund focuses on growth stocks in sectors of the economy that are believed to have high growth potential. While each fund may invest in foreign securities (the ING Evergreen Omega Portfolio limits such investments to 25% of its assets at the time of purchase and the Putnam VT New Opportunities Fund has no such limit), the amount of each fund's actual investment in foreign securities has been quite small. As of September 30, 2004, the ING Evergreen Omega Portfolio had 4% of its assets invested in foreign securities and the Putnam VT New Opportunities Fund had 2% of its assets invested in foreign securities. Furthermore, for both funds all investments in foreign securities as of September 30, 2004, were in securities listed on U.S. exchanges. Each fund is diversified and is included in the same fund category by Morningstar, namely, Large Cap Growth.

7.The ING Evergreen Omega Portfolio for the Putnam VT Voyager Fund.The investment objective of the ING Evergreen Omega Portfolio is long-term capital growth. The investment objective of the Putnam VT Voyager Fund is capital appreciation. Although not articulated in exactly the same way, these investment objectives are essentially the same.

Additionally the investment policies of each of these funds are the same as, similar to or consistent with each other. Each fund invests primarily in common stocks of U.S. companies across all market capitalizations. Each fund focuses on growth stocks. While each fund may invest in foreign securities (the ING Evergreen Omega Portfolio limits such investments to 25% of its assets at the time of purchase and the Putnam VT Voyager Fund has no such limit), the amount of each fund's actual investment in foreign securities has been quite small. As of September 30, 2004, the ING Evergreen Omega Portfolio had 4% of its assets invested in foreign securities and the Putnam VT Voyager Fund had 0% of its assets invested in foreign securities. Furthermore, each fund is diversified and is included in the same fund category by Morningstar, namely, Large Cap Growth.

8.The ING FMR Earnings Growth Portfolio for the AIM V.I. Growth Fund.The ING FMR Earnings Growth Portfolio is a large-cap stock fund with a growth emphasis that has as its investment objective to seek long-term capital appreciation. The investment objective of the AIM V.I. Growth Fund-Series I is to seek growth of capital. The investment objectives of the ING FMR Earnings Growth Portfolio and AIM V.I. Growth Fund are essentially the same.

Each of these funds is included in the same fund category by Morningstar, namely, Large Cap Growth. Additionally, the investment policies of each of these funds are consistent with each other. Each fund invests primarily in stocks of U.S companies who have a combination of growth, earnings momentum and attractive stock price.

9.The ING FMR Earnings Growth Portfolio for the Alger American Growth Portfolio.The ING FMR Earnings Growth Portfolio is a large-cap stock fund with a growth emphasis that has as its investment objective to seek long-term capital appreciation. The investment objective of the Alger American Growth Portfolio is to seek long-term capital appreciation. The investment objectives of the ING FMR Earnings Growth Portfolio and AlgerStart Printed Page 46203 American Growth Portfolio are the same.

Each of these funds is included in the same fund category by Morningstar, namely, Large Cap Growth. Additionally, the investment policies of each of these funds are similar to each other. Each fund invests in large-cap stocks using a growth approach to investing.

10.The ING FMR Earnings Growth Portfolio for the Alger American Income & Growth Portfolio.The ING FMR Earnings Growth Portfolio has as its investment objective to seek long-term capital appreciation. The investment objective of the Alger American Income & Growth Portfolio is to seek to provide a high level of dividend income; its secondary goal is to provide capital appreciation. Although not articulated in exactly the same way, the investment objectives and practices of the ING FMR Earnings Growth Portfolio and Alger American Income & Growth Portfolio are similar to and consistent with each other.

Notwithstanding the fact that the Alger American Income & Growth Fund's name and investment objective allude to a significant income component of the fund, the way in which the fund has been managed is more oriented towards growth and is consistent with the way the ING FMR Earnings Growth Portfolio is managed. Both funds invest in large capitalization stocks, and both funds use a growth approach to investing stocks. Additionally, both funds use the Russell 1000 Growth Index as their performance benchmark. Consequently, both of these funds are included in the Large Cap Growth fund category by Morningstar.

Finally, the ING FMR Earnings Growth Portfolio has a significant income component to it. As of December 31, 2004, the FMR Earnings Growth composite (after which the ING FMR Earnings Growth Portfolio is patterned) held 72% of income producing assets. As of the same date, 83% of the Alger American Income & Growth Portfolio's assets were invested in income producing assets.

11.The ING FMR Earnings Growth Portfolio for the AllianceBernstein VPSF Large Cap Growth Portfolio.The ING FMR Earnings Growth Portfolio is a large-cap stock fund with a growth emphasis that has as its investment objective to seek long-term capital appreciation. The investment objective of the Alliance Bernstein Premier Growth Portfolio is to seek growth of capital by pursuing aggressive investment policies.

Each of these funds is included in the same fund category by Morningstar, namely, Large Cap Growth. Additionally, the investment policies of each of these funds are consistent with each other. Each fund invests primarily in stocks of U.S companies who have a combination of growth, earnings momentum and attractive stock price.

12.The ING JP Morgan Small Cap Equity Portfolio for the AIM V.I. Small Company Growth Fund.The ING JP Morgan Small Cap Equity Portfolio and the AIM V.I. Small Company Growth Fund seek long-term capital growth.

Each fund invests, under normal market conditions, at least 80% of its assets in small-cap companies. Each fund may also invest in securities of non-U.S. issuers (with a limit of 20% for the ING JP Morgan Small Cap Equity Portfolio and a limit of 25% for the AIM V.I. Small Company Growth Fund). The ING JP Morgan Small Cap Equity Portfolio combines growth and value investing styles by focusing on identifying attractively valued companies with positive business fundamentals. The AIM V.I. Small Company Growth Fund focuses on growth stocks, seeking investments in companies that have strong prospects for future earnings growth.

Each of these funds is included in the same fund category by Morningstar, namely, Small Cap Growth.

13.The ING JP Morgan Small Cap Equity Portfolio for the Alger American Small Capitalization Portfolio.The investment objective of the ING JP Morgan Small Cap Equity Portfolio is capital growth over the long term. The investment objective of the Alger American Small Capitalization Portfolio is long-term capital appreciation. Although not articulated in exactly the same way, both funds seek to achieve capital growth over the long term.

Furthermore, each fund pursues a primary investment strategy of investing in equity securities of small-cap companies. For each fund small-cap companies include those companies with market capitalizations equal to those within the universe of the S&P SmallCap 600 Index. The ING JP Morgan Small Cap Equity Portfolio combines growth and value investing styles by focusing on identifying attractively valued companies with positive business fundamentals. The Alger American Small Capitalization Portfolio focuses on growth stocks, seeking investments in companies that have strong prospects for future earnings growth.

14.The ING JP Morgan Small Cap Equity Portfolio for the AllianceBernstein VPSF Small Cap Growth Portfolio.Growth of capital is the common investment objective of each of these funds. The ING JP Morgan Small Cap Equity Portfolio seeks capital growth over the long term. The AllianceBernstein VPSF Small Cap Growth Portfolio seeks growth of capital by pursuing aggressive investment policies.

Each fund pursues a primary investment strategy of investing in equity securities of small-cap companies. For the ING JP Morgan Small Cap Equity Portfolio, small-cap companies include those companies with market capitalizations equal to those within the universe of the S&P SmallCap 600 Index. For the AllianceBernstein VPSF Small Cap Growth Portfolio small-cap companies are those at the time of investment fall within the lowest 20% of the total U.S. equity market capitalization (excluding companies with market capitalizations less than $410 million). The ING JP Morgan Small Cap Equity Portfolio combines growth and value investing styles by focusing on identifying attractively valued companies with positive business fundamentals. The AllianceBernstein VPSF Small Cap Growth Portfolio focuses on growth stocks, seeking investments in companies that have strong prospects for future earnings growth.

Both the ING JP Morgan Small Cap Equity Portfolio and the AllianceBernstein VPSF Small Cap Growth Portfolio may invest in foreign securities. Each fund is included in the same fund category by Morningstar, namely, Small Cap Growth.

15.The ING JP Morgan Small Cap Equity Portfolio for the Premier VIT OpCap Small Cap Portfolio.The ING JP Morgan Small Cap Equity Portfolio seeks capital growth over the long term. The PIMCO Advisers VIT Op Cap Small Cap Portfolio seeks capital appreciation. Although not articulated in exactly the same way, the objectives of these funds are essentially the same.

Each fund pursues a primary investment strategy of investing in equity securities of small-cap companies. The ING JP Morgan Small Cap Equity Portfolio combines growth and value investing styles by focusing on identifying attractively valued companies with positive business fundamentals. The PIMCO Advisers VIT OpCap Small Cap Portfolio applies the principles of value investing, employing an emphasis on companies that generate high returns on assets and free cash flow.

The funds may invest in foreign securities. The ING JP Morgan Small Cap Equity Portfolio may invest up to 20% of its total assets in foreign securities in the form of depositaryStart Printed Page 46204 receipts. The PIMCO Advisers VIT Op Cap Small Cap Portfolio may also invest in foreign securities.

16.The ING JP Morgan Value Opportunities Portfolio for the AllianceBernstein VPSF Growth and Income Fund.The investment objective of the ING JP Morgan Value Opportunities Portfolio is to provide long-term capital appreciation. The investment objective of the AllianceBernstein VPSF Growth and Income Portfolio is to seek reasonable current income and reasonable opportunity for appreciation through investments primarily in dividend-paying common stocks of good quality companies. Although not articulated in exactly the same way, the investment objectives and practices of the ING JP Morgan Value Opportunities Portfolio and AllianceBernstein VPSF Growth and Income Portfolio are consistent with and similar to each other.

Notwithstanding the fact that the AllianceBernstein VPFS Growth and Income Fund's name and investment objective allude to a significant income component of the fund, the way in which the fund has been managed is more oriented towards growth and is consistent with the way the ING JP Morgan Value Opportunities Portfolio is managed. Both funds invest primarily in equity securities of mid- to large-sized U.S. companies which are judged to be undervalued or otherwise have the potential for capital growth. Both funds may also invest in foreign securities, debt securities and derivatives including options and futures. Furthermore, both funds use a similar value index consistent with their primary investment objective as a benchmark, and both funds are diversified and are included in the same fund category by Morningstar, namely, Large Cap Value.

Finally, the ING JP Morgan Value Opportunities Portfolio has a significant income component to it. As of December 31, 2004, the JP Morgan Value Opportunities Fund, the retail fund equivalent of the ING JP Morgan Value Opportunities Portfolio, held 95% of income producing assets. As of the same date, 85% of the AllianceBernstein VPFS Growth and Income Fund's assets were invested in income producing assets.

17.The ING JP Morgan Value Opportunities Portfolio for the AllianceBernstein VPSF Value Portfolio.The investment objective of the ING JP Morgan Value Opportunities Portfolio and the AllianceBernstein VPSF Value Portfolio are essentially the same. Specifically, the investment objective of the ING JP Morgan Value Opportunities Portfolio is to provide long-term capital appreciation and the investment objective of AllianceBernstein VPSF Value Portfolio is long-term growth of capital.

In addition, the investment policies of each of these funds are the same as, similar to or consistent with each other. The ING JP Morgan Value Opportunities Portfolio invests primarily in mid- to large-sized U.S. companies with potential for capital growth, but may also invest in foreign securities, debt securities and derivatives including options and futures. The AllianceBernstein VPSF Value Portfolio invests primarily in a diversified portfolio of equity securities of companies with relatively large market capitalizations that Alliance believes are undervalued. The AllianceBernstein VPSF Value Portfolio may invest up to 15% of its total assets in foreign securities. This is similar to the ING JP Morgan Value Opportunities Portfolio which limits the total investment in foreign securities to 20% of its assets. Both funds may use derivatives to achieve their investment objectives. Both funds may invest in the four principal types of derivatives: options; futures; forwards; and swaps. Furthermore, each of these funds is diversified, and both are included in the same fund category by Morningstar, namely Large Cap Value.

18.The ING JP Morgan Value Opportunities Portfolio for the Federated American Leaders Fund II.The investment objective of the ING JP Morgan Value Opportunities Portfolio is to provide long-term capital appreciation. The investment objective of the Federated American Leaders Fund is to seek long-term growth of capital. Although not articulated in the same way, each of these funds seeks to achieve long-term growth by investing primarily in equity securities of mid- and large-sized U.S. companies that are judged to be undervalued or otherwise have potential for capital growth.

Each fund invests primarily in mid- to large-sized U.S. companies with potential for capital growth, but may also invest in foreign securities, debt securities and derivatives including options and futures. Furthermore, each of these funds is diversified, and both are included in the same fund category by Morningstar, namely Large Cap Value.

19.The ING JP Morgan Value Opportunities Portfolio for the Putnam VT Growth and Income Fund.The investment objective of the ING JP Morgan Value Opportunities Portfolio is to provide long-term capital appreciation. The investment objective for Putnam VT Growth and Income Fund is to seek capital growth and current income. Although not articulated in exactly the same way, the investment objectives and practices of the ING JP Morgan Value Opportunities Portfolio and Putnam VT Growth and Income Fund are consistent with and similar to each other.

Notwithstanding the fact that the Putnam VT Growth and Income Fund's name and investment objective allude to an income component of the fund, the way in which the fund has been managed is more oriented towards growth and is consistent with the way the ING JP Morgan Value Opportunities Portfolio is managed. Each fund seeks to achieve long-term growth by investing primarily in equity securities of mid- to large-sized U.S. companies that are judged to be undervalued or otherwise have potential for capital growth. Each fund may also invest in foreign securities, debt securities and derivatives including options and futures. Each fund uses a similar value index consistent with its primary investment objective as a benchmark. Furthermore, each of these funds is diversified, and both are included in the same fund category by Morningstar, namely Large Cap Value.

Finally, the ING JP Morgan Value Opportunities Portfolio has a significant income component to it. As of December 31, 2004, the JP Morgan Value Opportunities Fund, the retail fund equivalent of the ING JP Morgan Value Opportunities Portfolio, held 95% of income producing assets. As of the same date, 96% of the Putnam VT Growth and Income Portfolio's assets were invested in income producing assets.

20.The ING Legg Mason Value Portfolio for the AIM V.I. Premier Equity Fund.The investment objectives of the ING Legg Mason Value Portfolio and the AIM V.I. Premier Equity Fund are essentially the same. Specifically, the investment objective of the ING Legg Mason Value Portfolio is long-term growth of capital. The investment objective of the AIM V.I. Premier Equity Fund is long-term growth of capital with income as a secondary objective.

Additionally, the investment policies of each of these funds are the same as, similar to or consistent with each other. Each fund seeks to meets it investment objective by investing primarily in equity securities. The ING Legg Mason Value Portfolio follows a value discipline in selecting securities, and therefore seeks to purchase securities at large discounts to the portfolio manager's assessment of their intrinsic value. The AIM V.I. Premier Equity Fund investment policies also focus onStart Printed Page 46205 undervalued equity securities. Furthermore, each of these funds is included in the same fund category by Morningstar, namely, Large Cap Blend.

21.The ING Liquid Assets Portfolio for the Federated Prime Money Fund II.The investment objective of the ING Liquid Assets Portfolio is a high level of current income consistent with preservation of capital and liquidity. The investment objective of the Federated Prime Money Fund II is to provide current income consistent with stability of principal and liquidity. Each of these money market funds strives to maintain a stable net asset value of $1.00 per share by investing in high quality fixed income securities issued by banks, corporations and the U.S. government.

22.The ING Marsico International Opportunities Portfolio for the AIM V.I. International Growth Fund.Long-term growth of capital is the common investment objective of each of these funds.

Additionally, each fund pursues its investment objective by following a strategy of investing in equity securities of foreign companies. Each fund seeks to invest in more than one foreign country. The AIM V.I. International Growth Fund may invest up to 20% of its total assets in securities of issuers located in developing (emerging) countries. The ING Marsico International Growth Portfolio does not have a stated limit on emerging market investments, but states in the prospectus that “[f]rom time to time the fund may invest in common stocks of companies operating in emerging markets.” As of September 30, 2004 the AIM V.I. Fund and the Marsico International Opportunities (the retail fund after which this Substitute Fund is patterned) had 11% and 9%, respectively invested in emerging market countries. Each of the funds is diversified. Furthermore, each fund is included in the same fund category by Morningstar, namely, Foreign Large Cap Growth.

23.The ING Marsico International Opportunities Portfolio for the Janus Aspen International Growth Portfolio.The investment objectives of these two funds are the same; each fund seeks long-term growth of capital.

Additionally, each fund has the principal investment strategy of investing the majority of its assets (at least 80% for the Janus Aspen International Growth Portfolio and at least 65% for the ING Marsico International Opportunities Portfolio) in common stocks of foreign companies. Each fund may invest in common stocks of companies operating in emerging markets.

The funds are included in similar fund categories by Morningstar (Foreign Large Cap Growth category for the ING Marsico International Opportunities Portfolio and the Foreign Stock category for the Janus Aspen Series International Growth Portfolio). Each of the funds is diversified.

24.The ING Marsico International Opportunities Portfolio for the Prudential SP William Blair International Growth Portfolio.Long-term growth of capital is the common investment objective of each of these funds.

Each fund pursues its investment objective by following a strategy of investing in equity securities of foreign companies. Each fund requires a minimum level of foreign investment (at least 65%). Each fund seeks to invest in more than one foreign country (generally at least five in the case of the Prudential SP William Blair International Growth Portfolio and at least three in the case of the ING Marsico International Opportunities Portfolio). Neither fund restricts the amount of its assets that may be invested in emerging market countries. However, as of September 30, 2004, the Prudential SP William Blair International Growth Portfolio and the Marsico International Opportunities Fund (the retail fund after which this Substitute Fund is patterned) had 8% and 9%, respectively invested in emerging market countries.

Additionally, each of the funds is diversified. Furthermore, each of these funds is included in the same fund category by Morningstar, namely, Foreign Large Cap Growth category.

25.The ING Marsico International Opportunities Portfolio for the Putnam VT International Equity Fund.The investment objectives of these funds are substantially similar, with the ING Marsico International Opportunities Portfolio seeking long-term growth of capital and the Putnam VT International Equity Fund seeking capital appreciation.

Each fund has the principal investment strategy of investing the majority of its assets (at least 80% for the Putnam VT Interna


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