[Federal Register: July 27, 2006 (Volume 71, Number 144)]
[Notices]
[Page 42677-42686]
[DOCID:fr27jy06-82]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. IC-27423; File No. 812-13260]

ING Life Insurance and Annuity Company, et al., Notice of
Application

July 20, 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.

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Applicants: ING Life Insurance and Annuity Company, ING USA Annuity and
Life Insurance Company, ReliaStar Life Insurance Company, (each a
``Company'' and together, the ``Companies''), Variable Annuity Account
B of ING Life Insurance and Annuity Company, Variable Annuity Account C
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 N of Reliastar
Life Insurance Company (each, an ``Account'' and together, the
``Accounts''), ING Investors Trust, ING Partners, Inc., and ING VP
Balanced

Portfolio, Inc., 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 and ING Partners, Inc., and certain shares of the ING
VP Balanced Portfolio, Inc. (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
------------------------------------------------------------------------
Baron Asset Fund.......................  ING Baron Asset Portfolio--
                                          Class S.
Baron Growth Fund......................  ING Baron Small Cap Growth
                                          Portfolio--Class S.
Fidelity Advisor Mid Cap Fund--Class T.  ING FMR Diversified Mid Cap
                                          Portfolio--Class S.
Fidelity VIP Growth Portfolio--Initial   ING FMR Earnings Growth
 Class.                                   Portfolio--Class I.
AIM V.I. Capital Appreciation Fund--
 Series I
Fidelity VIP Equity-Income Portfolio--   ING FMR Equity Income
 Initial Class.                           Portfolio--Class I.
Fidelity VIP Equity-Income Portfolio--   ING FMR Equity Income
 Service Class 2.                         Portfolio--Class S.
AllianceBernstein Growth and Income      ING JPMorgan Value
 Portfolio--Class A.                      Opportunities Portfolio--Class
                                          I.
Alliance Bernstein Growth and Income     ING JPMorgan Value
 Fund--Class A.                           Opportunities Portfolio--Class
                                          S.
Legg Mason Value Trust, Inc.--Primary    ING Legg Mason Value Portfolio
 Class.                                   Class S.
Lord Abbett Series Fund--Growth and      ING Lord Abbett Affiliated
 Income Portfolio--Class VC.              Portfolio--Class I.
Lord Abbett Affiliated Fund--Class A
MFS Total Return Series--Initial Class.  ING MFS Total Return Portfolio--
                                          Class I.
Oppenheimer Global Fund--Class A.......  ING Oppenheimer Global
                                          Portfolio--Class S.
Oppenheimer Main Street Fund--Class A..  ING Oppenheimer Main Street
                                          Portfolio--Class S.
Fidelity VIP High Income Portfolio--     ING PIMCO High Yield Portfolio--
 Initial Class.                           Class I.
Pioneer Equity Income VCT Portfolio--    ING Pioneer Equity Income
 Class I.                                 Portfolio--Class I.
AIM V.I. Core Equity Fund--Series I....  ING Pioneer Fund Portfolio--
                                          Class I.
Pioneer Fund VCT Portfolio--Class I....  ING Pioneer Fund Portfolio--
                                          Class I.
Pioneer Fund--Class A..................  ING Pioneer Fund Portfolio--
                                          Class S.
Pioneer High Yield VCT Portfolio--Class  ING Pioneer High Yield
 I.                                       Portfolio-Class I.
Pioneer High Yield Fund--Class A.......  ING Pioneer High Yield
                                          Portfolio--Class S.
Pioneer Mid Cap Value VCT Portfolio--    ING Pioneer Mid Cap Value
 Class I.                                 Portfolio--Class I.
Templeton Growth Fund, Inc.--Class A...  ING Templeton Global Growth
                                          Portfolio--Class I.
UBS U.S. Small Cap Growth Fund--Class A  ING UBS U.S. Small Cap Growth
                                          Portfolio--Class S.
Fidelity VIP Asset Manager Portfolio--   ING VP Balanced Portfolio,
 Initial Class.                           Inc.--Class I.
Fidelity VIP Overseas Portfolio--        ING VP Index Plus International
 Initial Class.                           Equity Portfolio--Class S.
Lord Abbett Small-Cap Value Fund--Class  ING Wells Fargo Small Cap
 A.                                       Disciplined Portfolio--Class
                                          S.
Evergreen Special Values Fund--Class A
------------------------------------------------------------------------

    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 February 9, 2006. The
Application was amended and restated on June 30, 2006, and July 18,
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 August 14, 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<PHONE_NUMBER>.

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, United Life and Annuity

Insurance Company, 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. 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.
    6. 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.
    7. Variable Annuity Account C of ING Life Insurance and Annuity
Company (``ING Life C''). ING Life C (formerly Variable Annuity Account
C of Aetna Life Insurance and Annuity Co) (File No. 811-2513) was
established by Aetna in 1976 as a continuation of the separate account
established in 1974 in accordance with the laws of the State of
Arkansas by Aetna Variable Annuity Life Insurance Company to support
certain Contracts.
    8. Variable Annuity Account I of ING Life Insurance and Annuity
Company (``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.
    9. 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.
    10. 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.
    11. Most of the Substitute Funds are series of ING Investors Trust
and ING Partners, Inc. ING VP Balanced Portfolio is also a Substitute
Fund.
    12. 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).
    13. 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).
    14. 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).
    15. Directed Services, Inc., ING Investments, LLC, and ING Life are
registered as investment advisers under the Investment Adviser Act of
1940. Directed Services, Inc. provides or will provide overall
management services for each series of the ING Investors Trust except
for the ING VP Index Plus International Equity Portfolio. The ING VP
Index Plus International Equity Portfolio and ING VP Balanced
Portfolio, Inc. are advised by ING Investments, LLC. ING Life is the
investment adviser for each ING Partners portfolio.
    16. The terms and conditions, including charges and expenses,
applicable to each Contract are described in the registration
statements filed with the Commission for each. The Contracts may be
issued as individual contracts or as group contracts where the owner is
the employer, sponsor or trustee of a group retirement plan. In the
case of group contracts, members of the group (``Participants'')
acquire an interest in the contract and have certain rights as
determined by the group contract and/or, if applicable, the retirement
plan covering the Participants' interests. As each Contract is
structured, owners of the Contract, or in the case of certain group
contracts, the Participant (each a ``Contract Owner'') may select one
or more of the investment options available under the Contract by
allocating premiums and transferring account value to that subaccount
of the relevant Account that corresponds to the investment option
desired. Thereafter, the account value of the Contract Owner will vary
based on the investment experience of the selected subaccount(s).
Generally, a Contract Owner may, during the life of each Contract, make
unlimited transfers of account values among the subaccounts available
under the Contract, subject to any administrative and/or transfer fees
applicable under the Contracts and any limits related to frequent or
disruptive transfers.

Comparison of Fees and Expenses

    17. The comparative fees and expenses for each fund in the proposed
substitutions are as follows:

                                                                      [In percent]
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                            Management     Distribution                    Total annual       Expense       Net annual
                                                               fees        (12b-1) fees   Other expenses     expenses         waivers        expenses
--------------------------------------------------------------------------------------------------------------------------------------------------------
Substitute Fund:
     ING Baron Asset Portfolio--S Class.........           0.95   ..............        \1\ 0.46           1.41             0.11           1.30
Replaced Fund:
     Baron Asset Fund...........................           1.00             0.25            0.09           1.34   ..............           1.34
Substitute Fund:
     ING Baron Small Cap Growth Portfolio--S               0.85   ..............        \2\ 0.48           1.33             0.02           1.31
     Class..............................................
Replaced Fund:
     Baron Growth Fund..........................           1.00             0.25            0.06           1.31   ..............           1.31
Substitute Fund:

     ING FMR Diversified Mid Cap Portfolio--               0.65   ..............        \4\ 0.26           0.91   ..............           0.91
     Class S \3\........................................
Replaced Fund:
     Fidelity Advisor Mid Cap Fund--Class T.....           0.57             0.50            0.24           1.31   ..............           1.31
Substitute Fund:
     ING FMR Earnings Growth Portfolio--Class I.           0.57   ..............            0.15           0.72             0.05           0.67
Replaced Fund:
     Fidelity VIP Growth Portfolio--Initial                0.57   ..............            0.10           0.67   ..............           0.67
     Class..............................................
Replaced Fund:
     AIM V.I. Capital Appreciation Fund--Series            0.61   ..............            0.29           0.90   ..............           0.90
     I..................................................
Substitute Fund:
     ING FMR Equity Income Portfolio--Class I...           0.47   ..............            0.13           0.60             0.04           0.56
Replaced Fund:
     Fidelity VIP Equity-Income Portfolio--                0.47   ..............            0.09           0.56   ..............           0.56
     Initial Class......................................
Substitute Fund:
     ING FMR Equity Income Portfolio--Class S...           0.47   ..............        \5\ 0.38           0.85             0.04           0.81
Replaced Fund:
     Fidelity VIP Equity-Income Portfolio--                0.47             0.25            0.09           0.81   ..............           0.81
     Service Class 2....................................
Substitute Fund:
     ING JPMorgan Value Opportunities Portfolio--          0.40   ..............            0.13           0.53   ..............           0.53
     Class I............................................
Replaced Fund:
     AllianceBernstein Growth and Income                   0.55   ..............            0.04           0.59   ..............           0.59
     Portfolio--Class A.................................
Substitute Fund:
     ING JPMorgan Value Opportunities Portfolio--          0.40   ..............        \6\ 0.38           0.78   ..............           0.78
     Class S............................................
Replaced Fund:
     AllianceBernstein Growth and Income Fund--            0.48             0.28            0.26           1.02   ..............           1.02
     Class A............................................
Substitute Fund:
     ING Legg Mason Value Portfolio--Class S \7\           0.79   ..............        \8\ 0.25           1.04   ..............           1.04
Replaced Fund:
     Legg Mason Value Trust, Inc.--Primary Class           0.66             0.95            0.07           1.68   ..............           1.68
Substitute Fund:
     ING Lord Abbett Affiliated Portfolio--Class           0.75   ..............  ..............           0.75   ..............           0.75
     I \9\..............................................
Replaced Fund:
     Lord Abbett Series Fund--Growth and Income            0.48   ..............            0.41           0.89   ..............           0.89
     Portfolio--Class VC................................
Replaced Fund:
     Lord Abbett Affiliated Fund--Class A.......           0.30             0.35            0.17           0.82   ..............           0.82
Substitute Fund:
     ING MFS Total Return Portfolio--Class I               0.64   ..............  ..............           0.64   ..............           0.64
     \10\...............................................
Replaced Fund:
     MFS Total Return Series--Initial Class.....           0.75   ..............            0.09           0.84   ..............           0.84
Substitute Fund:
     ING Oppenheimer Global Portfolio--Class S..           0.60   ..............       \11\ 0.31           0.91   ..............           0.91
Replaced Fund:
     Oppenheimer Global Fund--Class A...........           0.64             0.24            0.24           1.12   ..............           1.12
Substitute Fund:
     ING Oppenheimer Main Street Portfolio--               0.63   ..............       \13\ 0.26           0.89   ..............           0.89
     Class S \12\.......................................
Replaced Fund:

     Oppenheimer Main Street Fund--Class A......           0.46             0.24            0.22           0.92   ..............           0.92
Substitute Fund:
     ING PIMCO High Yield Portfolio--Class I               0.49   ..............            0.01           0.50   ..............           0.50
     \14\...............................................
Replaced Fund:
     Fidelity VIP High Income Portfolio--Initial           0.57   ..............            0.13           0.70   ..............           0.70
     Class..............................................
Substitute Fund:
     ING Pioneer Equity Income Portfolio--Class            0.65   ..............            0.20           0.85             0.15           0.70
     I \15\.............................................
Replaced Fund:
     Pioneer Equity Income VCT Portfolio--Class            0.65   ..............            0.06           0.71   ..............           0.71
     I..................................................
Substitute Fund:
     ING Pioneer Fund Portfolio--Class I \16\...           0.725  ..............            0.01           0.735       \17\ 0.05           0.685
Replaced Fund:
     Pioneer Fund VCT Portfolio--Class I........           0.65   ..............            0.05           0.70   ..............           0.70
Substitute Fund:
     ING Pioneer Fund Portfolio--Class S \18\...           0.725  ..............       \19\ 0.26           0.985            0.05           0.935
Replaced Fund:
     Pioneer Fund--Class A......................           0.53             0.25            0.28           1.06   ..............           1.06
Substitute Fund:
     ING Pioneer High Yield Portfolio--Class I..           0.60   ..............            0.21           0.81             0.06           0.75
Replaced Fund:
     Pioneer High Yield VCT Portfolio--Class I..           0.65   ..............            0.12           0.77   ..............           0.77
Substitute Fund:
     ING Pioneer High Yield Portfolio--Class S..           0.60   ..............       \20\ 0.46           1.06             0.06           1.00
Replaced Fund:
     Pioneer High Yield Fund--Class A...........           0.61             0.25            0.20           1.06   ..............           1.06
Substitute Fund:
     ING Pioneer Mid Cap Value Portfolio--Class            0.64   ..............            0.01           0.65   ..............           0.65
     I \21\.............................................
Replaced Fund:
     Pioneer Mid Cap Value VCT Portfolio--Class            0.65   ..............            0.06           0.71   ..............           0.71
     I..................................................
Substitute Fund:
     ING Templeton Global Growth Portfolio--               0.93   ..............            0.01           0.94   ..............           0.94
     Class I \22\.......................................
Replaced Fund:
     Templeton Growth Fund, Inc.--Class A.......           0.58             0.25            0.23           1.06   ..............           1.06
Substitute Fund:
     ING Pioneer Fund Portfolio--I Class \23\...           0.725  ..............            0.01           0.735            0.05           0.685
Replaced Fund:
     AIM V.I. Core Equity Fund--Series I........           0.60   ..............            0.27           0.87   ..............           0.87
Substitute Fund:
     ING UBS U.S. Small Cap Growth Portfolio--             0.85   ..............       \24\ 0.46           1.31             0.06           1.25
     Class S............................................
Replaced Fund:
     UBS U.S. Small Cap Growth Fund--Class A....           0.85             0.25            0.49           1.59             0.31           1.28
Substitute Fund:
     ING VP Balanced Portfolio--Class I.........           0.50   ..............            0.10           0.60   ..............           0.60
Replaced Fund:
     Fidelity VIP Asset Manager Portfolio--                0.52   ..............            0.12           0.64   ..............           0.64
     Initial Class......................................
Substitute Fund:
     ING VP Index Plus International Equity                0.45   ..............       \25\ 0.59           1.04             0.24           0.80
     Portfolio--Class S.................................

Replaced Fund:
     Fidelity VIP Overseas Portfolio--Initial              0.72   ..............            0.17           0.89   ..............           0.89
     Class..............................................
Substitute Fund:
     ING Wells Fargo Small Cap Disciplined                 0.72   ..............       \26\ 0.46           1.18             0.06           1.12
     Portfolio--Class S.................................
Replaced Fund:
     Lord Abbett Small-Cap Value Fund--Class A..           0.72             0.30            0.21           1.23   ..............           1.23
Replaced Fund:
     Evergreen Special Values Fund--Class A.....           0.78             0.25            0.34           1.37   ..............           1.37
--------------------------------------------------------------------------------------------------------------------------------------------------------
\1\ The ``Other Expenses'' of this portfolio includes a Shareholder Services Fee of 0.25%.
\2\ The ``Other Expenses'' of this portfolio includes a Shareholder Services Fee of 0.25%.
\3\ This Substitute Fund is subject to a unified fee arrangement.
\4\ The ``Other Expenses'' of this portfolio includes a Shareholder Services Fee of 0.25%.
\5\ The ``Other Expenses'' of this portfolio includes a Shareholder Services Fee of 0.25%.
\6\ The ``Other Expenses'' of this portfolio includes a Shareholder Services Fee of 0.25%.
\7\ This Substitute Fund is subject to a unified fee arrangement.
\8\ The ``Other Expenses'' of this portfolio includes a Shareholder Services Fee of 0.25%.
\9\ This Substitute Fund is subject to a unified fee arrangement.
\10\ This Substitute Fund is subject to a unified fee arrangement.
\11\ The ``Other Expenses'' of this portfolio includes a Shareholder Services Fee of 0.25%.
\12\ This Substitute Fund is subject to a unified fee arrangement.
\13\ The ``Other Expenses'' of this portfolio includes a Shareholder Services Fee of 0.25%.
\14\ This Substitute Fund is subject to a unified fee arrangement.
\15\ This portfolio is not yet operational but will be before the effective date of the substitutions. Fees and expenses on the Effective Date will be
  as shown.
\16\ This Substitute Fund is subject to a unified fee arrangement.
\17\ Directed Services, Inc. has agreed to a permanent expense cap on Management Fees and Other Expenses so that beginning on the Effective Date of the
  Substitutions the Total Net Annual Expenses for the Class I shares will never exceed 0.70%.
\18\ This Substitute Fund is subject to a unified fee arrangement.
\19\ The ``Other Expenses'' of this portfolio includes a Shareholder Services Fee of 0.25%.
\20\ The ``Other Expenses'' of this portfolio includes a Shareholder Services Fee of 0.25%.
\21\ This Substitute Fund is subject to a unified fee arrangement.
\22\ This Substitute Fund is subject to a unified fee arrangement.
\23\ This Substitute Fund is subject to a unified fee arrangement.
\24\ The ``Other Expenses'' of this portfolio includes a Shareholder Services Fee of 0.25%.
\25\ The ``Other Expenses'' of this portfolio includes a Shareholder Services Fee of 0.25%.
\26\ 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:
    18. ING Baron Asset Portfolio for the Baron Asset Fund. The ING
Baron Asset Portfolio is patterned after the Baron Asset Fund and these
two portfolios have the same investment objectives and policies. The
investment objective of both portfolios is to seek capital
appreciation.
    19. ING Baron Small Cap Growth Portfolio for the Baron Growth Fund.
The ING Baron Small Cap Growth Portfolio is patterned after the Baron
Growth Fund and these two portfolios have the same investment
objectives and policies. The investment objective of both portfolios is
to seek capital appreciation.
    20. ING FMR Diversified Mid Cap Portfolio for the Fidelity Advisor
Mid Cap Fund. The ING FMR Diversified Mid Cap Portfolio and the
Fidelity Advisor Mid Cap Fund have the same investment objective, to
seek long-term growth of capital. Each fund intends to meet its
objective by normally investing at least 80% of its assets in
securities of companies with medium market capitalizations.
    21. ING FMR Earnings Growth Portfolio for the Fidelity VIP Growth
Portfolio. The investment objective of the ING FMR Earnings Growth
Portfolio is to seek growth of capital over the long term. The
investment objective of Fidelity VIP Growth Portfolio is to seek to
achieve capital appreciation.
    22. ING FMR Earnings Growth Portfolio for the AIM V.I. Capital
Appreciation Fund. The investment objective of the ING FMR Earnings
Growth Portfolio and the AIM V.I. Capital Appreciation Fund is to seek
growth of capital over the long term.
    23. ING FMR Equity Income Portfolio for the Fidelity VIP Equity-
Income Portfolio. The ING FMR Equity Income Portfolio is patterned
after the Fidelity VIP Equity-Income Portfolio and these two portfolios
have the same investment objectives and policies. The investment
objective of both portfolios is to seek capital appreciation and
reasonable income.
    24. ING JPMorgan Value Opportunities Portfolio for the
AllianceBernstein Growth and Income Portfolio. The investment objective
of the ING JPMorgan Value Opportunities Portfolio is to provide long-
term capital appreciation. The investment objective of the
AllianceBernstein Growth and Income Portfolio is to seek long-term
growth of capital.
    25. ING JPMorgan Value Opportunities Portfolio for the
AllianceBernstein Growth and Income Fund. The investment objective of
the ING JPMorgan Value Opportunities Portfolio is to provide long-term
capital appreciation. The investment objective of the AllianceBernstein
Growth and Income Fund is to seek long-term growth of capital.
    26. ING Legg Mason Value Portfolio for the Legg Mason Value Trust,
Inc. The ING Legg Mason Value Portfolio is patterned after the Legg
Mason Value Trust, Inc., and these two portfolios have the same
investment objectives and policies. The investment objective

of both portfolios is to seek long-term growth of capital.
    27. ING Lord Abbett Affiliated Portfolio for the Lord Abbett Series
Fund--Growth and Income Portfolio. The investment objective of the ING
Lord Abbett Affiliated Portfolio is long-term growth of capital with
current income a secondary objective. The Lord Abbett Series Fund--
Growth and Income Portfolio has an investment objective that seeks
long-term growth of capital and income.
    28. ING Lord Abbett Affiliated Portfolio for the Lord Abbett
Affiliated Fund. The ING Lord Abbett Affiliated Portfolio is patterned
after the Lord Abbett Affiliated Fund and these two portfolios have the
same investment objectives and policies. The investment objective of
both portfolios is to seek long-term growth of capital and income.
    29. ING MFS Total Return Portfolio for the MFS Total Return Series.
The ING MFS Total Return Portfolio is patterned after the MFS Total
Return Series and these two portfolios have the same investment
objectives and policies. The investment objective of both portfolios is
to seek above average income (compared to a portfolio entirely invested
in equity securities) consistent with the prudent employment of
capital.
    30. ING Oppenheimer Global Portfolio for the Oppenheimer Global
Portfolio. The investment objectives of the ING Oppenheimer Global
Portfolio and the Oppenheimer Global Fund are the same. Each fund seeks
capital appreciation.
    31. ING Oppenheimer Main Street Portfolio for the Oppenheimer Main
Street Fund. The investment objective of the ING Oppenheimer Main
Street Portfolio is long-term growth of capital and future income. The
investment objective of the Oppenheimer Main Street Fund is high total
return (which includes growth in the value of its shares as well as
current income) from equity and debt securities.
    32. ING PIMCO High Yield Portfolio for the Fidelity VIP High Income
Portfolio. The investment objective of the ING PIMCO High Yield
Portfolio is to seek maximum total return, consistent with the
preservation of capital and prudent investment management. The
investment objective of Fidelity VIP High Income Portfolio is to seek a
high level of current income, while also considering growth of capital.
    33. ING Pioneer Equity Income Portfolio for the Pioneer Equity
Income VCT Portfolio. The ING Pioneer Equity Income Portfolio is
patterned after the Pioneer Equity Income VCT Portfolio and these two
portfolios have the same investment objectives and policies. The
investment objective of both portfolios is to seek current income and
long-term growth of capital from a portfolio consisting primarily of
income producing equity securities of U.S. corporations.
    34. ING Pioneer Fund Portfolio for the Pioneer Fund VCT Portfolio.
The ING Pioneer Fund Portfolio is patterned after the Pioneer Fund VCT
Portfolio and these two funds have the same investment objectives and
policies. The investment objective of both portfolios is to seek
reasonable income and capital growth.
    35. ING Pioneer Fund Portfolio for the Pioneer Fund. The ING
Pioneer Fund Portfolio is patterned after the Pioneer Fund and these
two funds have the same investment objectives and policies. The
investment objective of both portfolios is to seek reasonable income
and capital growth.
    36. ING Pioneer High Yield Portfolio for the Pioneer High Yield VCT
Portfolio. The ING Pioneer High Yield Portfolio is patterned after the
Pioneer High Yield VCT Portfolio and these two portfolios have the same
investment objectives and policies. The investment objective of both
portfolios is to seek maximum total return through a combination of
income and capital appreciation.
    37. ING Pioneer High Yield Portfolio for the Pioneer High Yield
Fund. The ING Pioneer High Yield Portfolio is patterned after the
Pioneer High Yield Fund and these two funds have the same investment
objectives and policies. The investment objective of both portfolios is
to seek maximum total return through a combination of income and
capital appreciation.
    38. ING Pioneer Mid Cap Value Portfolio for the Pioneer Mid Cap
Value VCT Portfolio. The ING Pioneer Mid Cap Value Portfolio is
patterned after the Pioneer Mid Cap Value VCT Portfolio and these two
funds have the same investment objectives and policies. The investment
objective of both portfolios is to seek capital appreciation.
    39. ING Templeton Global Growth Portfolio for the Templeton Growth
Fund, Inc. The ING Templeton Global Growth Portfolio is patterned after
the Templeton Growth Fund, Inc. and these two funds have similar
investment objectives and policies. The investment objective of the ING
Templeton Global Growth Portfolio is to seek capital appreciation. The
Templeton Growth Fund, Inc. seeks long-term capital growth.
    40. ING Pioneer Fund Portfolio for the AIM V.I. Core Equity Fund.
The investment objective of the ING Pioneer Fund Portfolio is
reasonable income and capital growth. The investment objective of the
AIM V.I. Core Equity Series is growth of capital.
    41. ING UBS U.S. Small Cap Growth Portfolio for the UBS U.S. Small
Cap Growth Fund. The ING UBS U.S. Small Cap Growth Portfolio is
patterned after the UBS Small Cap Growth Fund and these two funds have
the same investment objectives and policies. The investment objective
of both portfolios is to seek to provide long-term capital
appreciation.
    42. ING VP Balanced Portfolio, Inc. for the Fidelity VIP Asset
Manager Portfolio. The investment objective of the ING VP Balanced
Portfolio is to seek to maximize investment return, consistent with
reasonable safety of principal, by investing in a diversified portfolio
of one or more of the following asset classes: stocks, bonds and cash
equivalents, based on the judgment of the portfolio's management, of
which of those sectors or mix thereof offers the best investment
prospects. The investment objective of Fidelity VIP II Asset Manager
Portfolio is to seek to obtain high total return with reduced risk over
the long-term by allocating its assets among stocks, bonds and short-
term instruments.
    43. 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 Morgan Stanley Capital International EAFE Index (MSCI EAFE). The
investment objective of the Fidelity VIP Overseas Portfolio is long-
term growth of capital.
    44. ING Wells Fargo Small Cap Disciplined Portfolio for the Lord
Abbett Small-Cap Value Fund. The investment objective of both the ING
Wells Fargo Small Cap Disciplined Portfolio and Lord Abbett Small-Cap
Value Fund is long-term capital appreciation.
    45. ING Wells Fargo Small Cap Disciplined Portfolio for the
Evergreen Special Values Fund. The investment objective of the ING
Wells Fargo Small Cap Disciplined Portfolio is long-term capital
appreciation. The objective of the Evergreen Special Values Fund is to
seek growth of capital.

Implementation of the Substitutions

    46. 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.
    47. 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 (defined below) 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.
    48. Contract owners with interests in the subaccounts of each
Replaced Fund (individually, an ``Affected Contract Owner'' and,
collectively, ``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.
    49. All Affected Contract Owners were notified of this Application
by means of supplements to the Contract prospectuses, shortly after the
date of this Application. Among other information regarding the
Substitutions, the supplements informed 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
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 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.
    50. 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 Affected 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 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 67 and the smallest number of
available subaccounts in any one Contract after the Substitutions is
22, 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 value,
cash value, accumulation value, account 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.
    9. Applicants submit that, to the extent that the Substitutions are
deemed to involve principal transactions 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., and ING VP
Balanced Portfolio, Inc. 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, and ING VP Balanced Portfolio,
Inc., except that the Substitutions may be effected in cash or in-kind.
    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 except for the ING Pioneer Fund
Portfolio where Directed Services, Inc. has agreed to a permanent
expense cap on management fees and other expenses so that beginning on
the

effective date of the Substitutions total net annual expenses for the
Class I shares will never exceed 0.70%. To achieve these limitations,
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. 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.
    4. 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.
    5. 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.
    6. The Substitutions will be effected so that the 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.
    7. The Substitutions will not alter in any way the annuity, life or
tax benefits afforded under the Contracts held by any Affected Contract
Owner.
    8. 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.
    9. 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 this, 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.
    10. 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.
    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 Contract prospectus supplement 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. The Shareholder Services Fee of the Class S shares of the ING
FMR Diversified Mid Cap Portfolio, the ING Legg Mason Value Portfolio,
the ING Oppenheimer Main Street Portfolio and the ING Pioneer Fund
Portfolio will be permanently capped at .25%.

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.
J. Lynn Taylor,
Assistant Secretary.
[FR Doc. E6-11978 Filed 7-26-06; 8:45 am]

BILLING CODE 8010-01-P


[Federal Register Volume 82, Number 224 (Wednesday, November 22, 2017)]
[Notices]
[Pages 55613-55614]
[FR Doc No: 2017-25245]

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DEPARTMENT OF HEALTH AND HUMAN SERVICES

Food and Drug Administration

[Docket No. FDA-2013-N-0227]

Tobacco Product Manufacturing Practice; Request for Comments

AGENCY: Food and Drug Administration, HHS.

ACTION: Notice; request for comments.

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SUMMARY: The Food and Drug Administration (FDA) is requesting public
input on updated recommendations for regulations on good manufacturing
practice for electronic nicotine delivery systems (ENDS) that were
submitted to FDA by a group of 13 tobacco companies (tobacco companies'
ENDS recommendations). FDA is providing an opportunity for interested
parties to comment on the tobacco companies' ENDS recommendations.

DATES: Submit electronic or written comments on the tobacco companies'
ENDS recommendations by December 22, 2017.

ADDRESSES: You may submit comments as follows. Please note that late,
untimely filed comments will not be considered. Electronic comments
must be submitted on or before December 22, 2017. The https://www.regulations.gov electronic filing system will accept comments until
midnight Eastern Time at the end of December 22, 2017. Comments
received by mail/hand delivery/courier (for written/paper submissions)
will be considered timely considered timely if they are postmarked or
the delivery service acceptance receipt is on or before that date.

Electronic Submissions

    Submit electronic comments in the following way:
     Federal eRulemaking Portal: https://www.regulations.gov.
Follow the instructions for submitting comments. Comments submitted
electronically, including attachments, to https://www.regulations.gov
will be posted to the docket unchanged. Because your comment will be
made public, you are solely responsible for ensuring that your comment
does not include any confidential information that you or a third party
may not wish to be posted, such as medical information, your or anyone
else's Social Security number, or confidential business information,
such as a manufacturing process. Please note that if you include your
name, contact information, or other information that identifies you in
the body of your comments, that information will be posted on https://www.regulations.gov.
     If you want to submit a comment with confidential
information that you do not wish to be made available to the public,
submit the comment as a written/paper submission and in the manner
detailed (see ``Written/Paper Submissions'' and ``Instructions'').

Written/Paper Submissions

    Submit written/paper submissions as follows:
     Mail/Hand delivery/Courier (for written/paper
submissions): Dockets Management Staff (HFA-305), Food and Drug
Administration, 5630 Fishers Lane, Rm. 1061, Rockville, MD 20852.
     For written/paper comments submitted to the Dockets
Management Staff, FDA will post your comment, as well as any
attachments, except for information submitted, marked and identified,
as confidential, if submitted as detailed in ``Instructions.''
    Instructions: All submissions received must include the Docket No.
FDA-2013-N-0227 for ``Tobacco Product Manufacturing Practice;
Establishment of a Public Docket.'' Received comments, those filed in a
timely manner (see ADDRESSES), will be placed in the docket and, except
for those submitted as ``Confidential Submissions,'' publicly viewable
at https://www.regulations.gov or at the Dockets Management Staff
between 9 a.m. and 4 p.m., Monday through Friday.
     Confidential Submissions--To submit a comment with
confidential information that you do not wish to be made publicly
available, submit your comments only as a written/paper submission. You
should submit two copies total. One copy will include the information
you claim to be confidential with a heading or cover note that states
``THIS DOCUMENT CONTAINS CONFIDENTIAL INFORMATION.'' The Agency will
review this copy, including the claimed confidential information, in
its consideration of comments. The second copy, which will have the
claimed confidential information redacted/blacked out, will be
available for public viewing and posted on https://www.regulations.gov.
Submit both copies to the Dockets Management Staff. If you do not wish
your name and contact information to be made publicly available, you
can provide this information on the cover sheet and not in the body of
your comments and you must identify this information as
``confidential.'' Any information marked as ``confidential'' will not
be disclosed except in accordance with 21 CFR 10.20 and other
applicable disclosure law. For more information about FDA's posting of
comments to public dockets, see 80 FR 56469, September 18, 2015, or
access the information at: https://www.gpo.gov/fdsys/pkg/FR-2015-09-18/pdf/2015-23389.pdf.
    Docket: For access to the docket to read background documents or
the electronic and written/paper comments received, go to https://www.regulations.gov and insert the docket number, found in brackets in
the heading of this document, into the ``Search'' box and follow the
prompts and/or go to the Dockets Management Staff, 5630 Fishers Lane,
Rm. 1061, Rockville, MD 20852.

FOR FURTHER INFORMATION CONTACT: Matthew Brenner, Center for Tobacco

Products, Food and Drug Administration, 10903 New Hampshire Ave.,
Document Control Center, Bldg. 71, Rm. G335, Silver Spring, MD 20993-
0002, email: [email protected].

SUPPLEMENTARY INFORMATION:

I. Background

    On June 22, 2009, the Family Smoking Prevention and Tobacco Control
Act (Pub. L. 111-31) (Tobacco Control Act) was signed into law,
amending the Federal Food, Drug, and Cosmetic Act (FD&C Act) and giving
FDA authority to regulate tobacco product manufacturing, distribution,
and marketing. The new provisions include, among other things, the
authority to issue regulations related to tobacco product manufacturing
practice in order to protect the public health and to assure that
tobacco products are in compliance with the FD&C Act. Specifically,
section 906(e) of the FD&C Act (21 U.S.C. 387f(e)) provides that in
applying manufacturing restrictions to tobacco, the Secretary shall
prescribe regulations (which may differ based on the type of tobacco
product involved) requiring that the methods used in, and the
facilities and controls used for, the manufacture, preproduction design
validation (including a process to assess the performance of a tobacco
product), packing, and storage of a tobacco product conform to current
good manufacturing practice, or hazard analysis and critical control
point methodology.
    On May 10, 2016, FDA published a final rule entitled ``Deeming
Tobacco Products to be Subject to the Federal Food, Drug, and Cosmetic
Act, as Amended by the Family Smoking Prevention and Tobacco Control
Act; Restrictions on the Sale and Distribution of Tobacco Products and
Required Warning Statements for Tobacco Products'' (81 FR 28974) (the
deeming rule) that became effective on August 8, 2016. Under the
deeming rule, newly deemed tobacco products, including ENDS, are now
subject to the provisions of the Tobacco Control Act that apply
automatically to all products that meet the statutory definition of a
tobacco product in section 201(rr) of the FD&C Act (21 U.S.C. 321(r)).
    On January 10, 2012, industry stakeholders submitted
recommendations for good manufacturing practice requirements (and a
draft preamble) for tobacco products that were immediately subject to
FDA's jurisdiction when the Tobacco Control Act went into effect. This
January 10, 2012, letter was posted to this Docket No. FDA-2013-N-0227
on March 12, 2013, as part of a request for comments on the
recommendations contained in the letter. On June 7, 2017, a group of 13
tobacco companies submitted to FDA: (1) Recommendations for good
manufacturing practice requirements for ENDS and (2) an attachment
letter with a meeting request (Ref. 1). The tobacco companies' ENDS
recommendations are intended to supplement an earlier letter dated
January 10, 2012. According to the June 7, 2017, letter, the tobacco
companies' ENDS recommendations seek to account for the differences in
manufacturing ENDS.
    FDA is providing an opportunity for all interested parties to
comment only on the tobacco companies' ENDS recommendations submitted
on June 7, 2017.

II. References

    The following reference has been placed on display in the Dockets
Management Staff (see ADDRESSES) and may be seen by interested persons
between 9 a.m. and 4 p.m., Monday through Friday and is available
electronically at https://www.regulations.gov.

1. Proposed Good Manufacturing Practices Regulation to Account for
FDA's Deeming Regulation and Request for Meeting, submitted to FDA,
June 7, 2017.

    Dated: November 16, 2017.
Leslie Kux,
Associate Commissioner for Policy.
[FR Doc. 2017-25245 Filed 11-21-17; 8:45 am]
 BILLING CODE 4164-01-P


[Federal Register Volume 80, Number 199 (Thursday, October 15, 2015)]
[Rules and Regulations]
[Pages 61975-61978]
[FR Doc No: 2015-25561]

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DEPARTMENT OF TRANSPORTATION

Federal Aviation Administration

14 CFR Part 97

[Docket No. 31038; Amdt. No. 3662]

Standard Instrument Approach Procedures, and Takeoff Minimums and
Obstacle Departure Procedures; Miscellaneous Amendments

AGENCY: Federal Aviation Administration (FAA), DOT.

ACTION: Final rule.

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

SUMMARY: This rule amends, suspends, or removes Standard Instrument
Approach Procedures (SIAPs) and associated Takeoff Minimums and
Obstacle Departure Procedures for operations at certain airports. These
regulatory actions are needed because of the adoption of new or revised
criteria, or because of changes occurring in the National Airspace
System, such as the commissioning of new navigational facilities,
adding new obstacles, or changing air traffic requirements. These
changes are designed to provide for the safe and efficient use of the
navigable airspace and to promote safe flight operations under
instrument flight rules at the affected airports.

DATES: This rule is effective October 15, 2015. The compliance date for
each SIAP, associated Takeoff Minimums, and ODP is specified in the
amendatory provisions.

    The incorporation by reference of certain publications listed in
the regulations is approved by the Director of the Federal Register as
of October 15, 2015.

ADDRESSES: Availability of matter incorporated by reference in the
amendment is as follows:

For Examination

    1. U.S. Department of Transportation, Docket Ops-M30, 1200 New
Jersey Avenue SE., West Bldg., Ground Floor, Washington, DC, 20590-
0001;
    2. The FAA Air Traffic Organization Service Area in which the
affected airport is located;
    3. The office of Aeronautical Navigation Products, 6500 South
MacArthur Blvd., Oklahoma City, OK 73169 or,
    4. The National Archives and Records Administration (NARA). For
information on the availability of this material at NARA, call 202-741-
6030, or go to: http://www.archives.gov/federal_register/code_of_federal_regulations/ibr_locations.html.

Availability

    All SIAPs and Takeoff Minimums and ODPs are available online free
of charge. Visit the National Flight Data Center online at nfdc.faa.gov
to register. Additionally, individual SIAP and Takeoff Minimums and ODP
copies may be obtained from the FAA Air Traffic Organization Service
Area in which the affected airport is located.

FOR FURTHER INFORMATION CONTACT: Richard A. Dunham III, Flight
Procedure Standards Branch (AFS-420) Flight Technologies and Procedures
Division, Flight Standards Service, Federal Aviation Administration,
Mike Monroney Aeronautical Center, 6500 South MacArthur Blvd., Oklahoma
City, OK 73169 (Mail Address: P.O. Box 25082, Oklahoma City, OK 73125)
telephone:<PHONE_NUMBER>.

SUPPLEMENTARY INFORMATION:
    This rule amends Title 14, Code of Federal Regulations, Part 97 (14
CFR part 97) by amending the referenced SIAPs. The complete regulatory
description of each SIAP is listed on the appropriate FAA Form 8260, as
modified by the National Flight Data Center (NFDC)/Permanent Notice to
Airmen (P-NOTAM), and is incorporated by reference under 5 U.S.C.
552(a), 1 CFR part 51, and 14 CFR 97.20. The large number of SIAPs,
their complex nature, and the need for a special format make their
verbatim publication in the Federal Register expensive and impractical.
Further, airmen do not use the regulatory text of the SIAPs, but refer
to their graphic depiction on charts printed by publishers of
aeronautical materials. Thus, the advantages of incorporation by
reference are realized and publication of the complete description of
each SIAP contained on FAA form documents is unnecessary.
    This amendment provides the affected CFRs, and specifies the SIAPs
and Takeoff Minimums and ODPs with their applicable effective dates.
This amendment also identifies the airport and its location, the
procedure and the amendment number.

Availability and Summary of Material Incorporated by Reference

    The material incorporated by reference is publicly available as
listed in the ADDRESSES section.
    The material incorporated by reference describes SIAPs, Takeoff
Minimums and/or ODPs as identified in the amendatory language for part
97 of this final rule.

The Rule

    This amendment to 14 CFR part 97 is effective upon publication of
each separate SIAP and Takeoff Minimums and ODP as amended in the
transmittal. For safety and timeliness of change considerations, this
amendment incorporates only specific changes contained for each SIAP
and Takeoff Minimums and ODP as modified by FDC permanent NOTAMs.
    The SIAPs and Takeoff Minimums and ODPs, as modified by FDC
permanent NOTAM, and contained in this amendment are based on the
criteria contained in the U.S. Standard for Terminal Instrument
Procedures (TERPS). In developing these changes to SIAPs and Takeoff
Minimums and ODPs, the TERPS criteria were applied only to specific
conditions existing at the affected airports. All SIAP amendments in
this rule have been previously issued by the FAA in a FDC NOTAM as an
emergency action of immediate flight safety relating directly to
published aeronautical charts.
    The circumstances that created the need for these SIAP and Takeoff
Minimums and ODP amendments require making them effective in less than
30 days.
    Because of the close and immediate relationship between these
SIAPs, Takeoff Minimums and ODPs, and safety in air commerce, I find
that notice and public procedure under 5 U.S.C. 553(b) are
impracticable and contrary to the public interest and, where
applicable, under 5 U.S.C. 553(d), good cause exists for making these
SIAPs effective in less than 30 days.
    The FAA has determined that this regulation only involves an
established body of technical regulations for which frequent and
routine amendments are necessary to keep them operationally current.
It, therefore-- (1) is not a ``significant regulatory action'' under
Executive Order 12866; (2) is not a ``significant rule'' under DOT
regulatory Policies and Procedures (44 FR 11034; February 26, 1979);
and (3) does not warrant preparation of a regulatory evaluation as the
anticipated impact is so minimal. For the same reason, the FAA
certifies that this amendment will not have a significant economic
impact on a substantial number of small entities under the criteria of
the Regulatory Flexibility Act.

List of Subjects in 14 CFR part 97

    Air traffic control, Airports, Incorporation by reference,
Navigation (air).

    Issued in Washington, DC, on September 11, 2015.
John Duncan,
Director, Flight Standards Service.

Adoption of the Amendment

    Accordingly, pursuant to the authority delegated to me, Title 14,
Code of Federal regulations, Part 97, (14 CFR part 97), is amended by
amending Standard Instrument Approach Procedures and Takeoff Minimums
and ODPs, effective at 0901 UTC on the dates specified, as follows:

PART 97--STANDARD INSTRUMENT APPROACH PROCEDURES

0
1. The authority citation for part 97 continues to read as follows:

    Authority: 49 U.S.C. 106(g), 40103, 40106, 40113, 40114, 40120,
44502, 44514, 44701, 44719, 44721-44722.

0
2. Part 97 is amended to read as follows:

Sec. Sec.  97.23, 97.25, 97.27, 97.29, 97.31, 97.33, 97.35  [Amended]

    By amending: Sec.  97.23 VOR, VOR/DME, VOR or TACAN, and VOR/DME or
TACAN; Sec.  97.25 LOC, LOC/DME, LDA, LDA/DME, SDF, SDF/DME; Sec.
97.27 NDB, NDB/DME; Sec.  97.29 ILS, ILS/DME, MLS, MLS/DME, MLS/RNAV;
Sec.  97.31 RADAR SIAPs; Sec.  97.33 RNAV SIAPs; and Sec.  97.35 COPTER
SIAPs, Identified as follows:

EFFECTIVE UPON PUBLICATION
    * * *

--------------------------------------------------------------------------------------------------------------------------------------------------------
      AIRAC Date           State             City                 Airport          FDC No.      FDC Date                      Subject
--------------------------------------------------------------------------------------------------------------------------------------------------------
15-Oct-15.............  OH           Bluffton............  Bluffton............       5/1402     08/31/15  Takeoff Minimums and (Obstacle) DP, Amdt 1.
15-Oct-15.............  ND           Minot...............  Minot Intl..........       5/1800     9/1/2015  RNAV (GPS) RWY 8, Orig.
15-Oct-15.............  OK           Sallisaw............  Sallisaw Muni.......       5/2106     08/31/15  RNAV (GPS) RWY 35, Orig.
15-Oct-15.............  MN           Paynesville.........  Paynesville Muni....       5/2266     9/1/2015  RNAV (GPS) RWY 11, Amdt 1A.
15-Oct-15.............  MN           Paynesville.........  Paynesville Muni....       5/2267     9/1/2015  RNAV (GPS) RWY 29, Amdt 1A.
15-Oct-15.............  GA           Baxley..............  Baxley Muni.........       5/3147     9/2/2015  RNAV (GPS) RWY 26, Amdt 1A.
15-Oct-15.............  GA           Baxley..............  Baxley Muni.........       5/3149     9/2/2015  NDB RWY 8, Amdt 2A.
15-Oct-15.............  GA           Baxley..............  Baxley Muni.........       5/3150     9/2/2015  RNAV (GPS) RWY 8, Amdt 1A.
15-Oct-15.............  SC           Beaufort............  Beaufort County.....       5/3154     9/2/2015  RNAV (GPS) RWY 7, Amdt 1A.
15-Oct-15.............  MI           Niles...............  Jerry Tyler Memorial       5/3886     08/20/15  RNAV (GPS) RWY 15, Orig-B.
15-Oct-15.............  OH           Mansfield...........  Mansfield Lahm Rgnl.       5/5015     08/06/15  RNAV (GPS) RWY 5, Orig-A.
15-Oct-15.............  IA           Creston.............  Creston Muni........       5/5543     08/31/15  RNAV (GPS) RWY 34, Amdt 1A.
15-Oct-15.............  TX           Dallas..............  Collin County Rgnl         5/5837     08/31/15  RNAV (GPS) RWY 36, Amdt 3.
                                                            At Mc Kinney.
15-Oct-15.............  FL           Tallahassee.........  Tallahassee Intl....       5/5956     08/31/15  RNAV (GPS) RWY 18, Amdt 1B.
15-Oct-15.............  NJ           Wildwood............  Cape May County.....       5/5964     08/26/15  RNAV (GPS) RWY 10, Orig-C.
15-Oct-15.............  NJ           Wildwood............  Cape May County.....       5/5967     08/26/15  RNAV (GPS) RWY 19, Orig-D.
15-Oct-15.............  NJ           Wildwood............  Cape May County.....       5/5968     08/26/15  LOC RWY 19, Amdt 6E.
15-Oct-15.............  NJ           Wildwood............  Cape May County.....       5/5969     08/26/15  VOR-A, Amdt 3D.
15-Oct-15.............  WI           Appleton............  Outagamie County           5/6209     08/24/15  RNAV (GPS) RWY 21, Amdt 2.
                                                            Rgnl.
15-Oct-15.............  WI           Appleton............  Outagamie County           5/6214     08/24/15  VOR/DME RWY 21, Amdt 1A.
                                                            Rgnl.
15-Oct-15.............  MN           Jackson.............  Jackson Muni........       5/6400     08/26/15  RNAV (GPS) RWY 31, Amdt 1.
15-Oct-15.............  MN           Jackson.............  Jackson Muni........       5/6402     08/26/15  RNAV (GPS) RWY 13, Amdt 1.
15-Oct-15.............  CA           Palo Alto...........  Palo Alto Arpt Of          5/7436     08/26/15  GPS RWY 31, Amdt 1B.
                                                            Santa Clara Co.
15-Oct-15.............  DE           Georgetown..........  Sussex County.......       5/7607     08/26/15  RNAV (GPS) RWY 22, Amdt 2A.
15-Oct-15.............  DE           Georgetown..........  Sussex County.......       5/7608     08/26/15  RNAV (GPS) RWY 4, Amdt 2.
15-Oct-15.............  DE           Georgetown..........  Sussex County.......       5/7609     08/26/15  VOR RWY 22, Amdt 7.
15-Oct-15.............  DE           Georgetown..........  Sussex County.......       5/7610     08/26/15  Takeoff Minimums and (Obstacle) DP, Amdt 4.
15-Oct-15.............  MI           Detroit.............  Detroit Metropolitan       5/7669     08/31/15  ILS PRM RWY 22L, (SIMULTANEOUS CLOSE
                                                            Wayne County.                                   PARALLEL), Orig-E.
15-Oct-15.............  TX           Midland.............  Midland Intl........       5/7670     08/31/15  ILS OR LOC RWY 10, Amdt 16A.
15-Oct-15.............  AR           Decatur.............  Crystal Lake........       5/7804     09/01/15  Takeoff Minimums and (Obstacle) DP, Amdt 1.
15-Oct-15.............  KS           Phillipsburg........  Phillipsburg Muni...       5/7811     08/31/15  Takeoff Minimums and (Obstacle) DP, Orig.
15-Oct-15.............  TX           Palacios............  Palacios Muni.......       5/7819     08/31/15  VOR RWY 13, Amdt 10C.
15-Oct-15.............  SD           Brookings...........  Brookings Rgnl......       5/7822     08/31/15  ILS OR LOC RWY 12, Orig.
15-Oct-15.............  TX           Cleveland...........  Cleveland Muni......       5/7827     08/31/15  VOR-A, Amdt 4C.
15-Oct-15.............  TX           Cleveland...........  Cleveland Muni......       5/7830     08/31/15  RNAV (GPS) RWY 16, Orig-A.
15-Oct-15.............  MN           Glenwood............  Glenwood Muni.......       5/7835     08/26/15  RNAV (GPS) RWY 15, Orig-A.
15-Oct-15.............  MN           Glenwood............  Glenwood Muni.......       5/7837     08/26/15  VOR RWY 33, Amdt 2A.
15-Oct-15.............  MN           Glenwood............  Glenwood Muni.......       5/7838     08/26/15  RNAV (GPS) RWY 33, Amdt 1A.
15-Oct-15.............  KS           Colby...............  Shalz Field.........       5/8100     08/31/15  RNAV (GPS) RWY 35, Amdt 1.
15-Oct-15.............  LA           Shreveport..........  Shreveport Downtown.       5/8422     08/31/15  LOC RWY 14, Amdt 4E.
15-Oct-15.............  LA           Shreveport..........  Shreveport Downtown.       5/8423     08/31/15  RNAV (GPS) RWY 14, Orig-B.
15-Oct-15.............  TX           Port Lavaca.........  Calhoun County......       5/8426     9/2/2015  VOR/DME-A, Amdt 4B.
15-Oct-15.............  MN           Windom..............  Windom Muni.........       5/8568     08/31/15  RNAV (GPS) RWY 17, Orig.
15-Oct-15.............  WI           Prairie Du Chien....  Prairie Du Chien           5/8874     08/26/15  RNAV (GPS) RWY 32, Orig-B.
                                                            Muni.
15-Oct-15.............  WI           Prairie Du Chien....  Prairie Du Chien           5/8875     08/26/15  RNAV (GPS) RWY 29, Orig-B.
                                                            Muni.
15-Oct-15.............  LA           Lafayette...........  Lafayette Rgnl/Paul        5/8917     08/31/15  ILS OR LOC/DME RWY 4R, Amdt 2B.
                                                            Fournet Field.
15-Oct-15.............  LA           Lafayette...........  Lafayette Rgnl/Paul        5/8928     08/31/15  ILS OR LOC RWY 22L, Amdt 5B.
                                                            Fournet Field.
15-Oct-15.............  AL           Dothan..............  Dothan Rgnl.........       5/9171     08/12/15  COPTER VOR RWY 36, Amdt 1A.
15-Oct-15.............  NC           Burlington..........  Burlington-Alamance        5/9539     09/01/15  ILS Y OR LOC/NDB Y RWY 6, Orig.
                                                            Rgnl.
15-Oct-15.............  NC           Burlington..........  Burlington-Alamance        5/9543     09/01/15  ILS Z OR LOC/NDB Z RWY 6, Amdt 2A.
                                                            Rgnl.
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[FR Doc. 2015-25561 Filed 10-14-15; 8:45 am]
 BILLING CODE 4910-13-P