SEC Info - Separate Account NY B of Reliastar Life Insurance Co of NY, et al.

File No. 812-14302

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20459

SECOND AMENDED AND RESTATED APPLICATION FOR AN ORDER OF APPROVAL PURSUANT TO

SECTION 26(c) OF THE INVESTMENT COMPANY ACT OF 1940

VOYA RETIREMENT INSURANCE AND ANNUITY COMPANY

VARIABLE ANNUITY ACCOUNT B OF VOYA RETIREMENT INSURANCE AND ANNUITY

COMPANY

VARIABLE ANNUITY ACCOUNT I OF VOYA RETIREMENT INSURANCE AND ANNUITY

COMPANY

VOYA INSURANCE AND ANNUITY COMPANY

SEPARATE ACCOUNT B OF VOYA INSURANCE AND ANNUITY COMPANY

SEPARATE ACCOUNT EQ OF VOYA INSURANCE AND ANNUITY COMPANY

RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK

RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK SEPARATE ACCOUNT NY-B

SECURITY LIFE OF DENVER INSURANCE COMPANY

SECURITY LIFE SEPARATE ACCOUNT A1

SECURITY LIFE SEPARATE ACCOUNT S-A1

VOYA VARIABLE PORTFOLIOS, INC.

Communications, Notice, and Order to:

J. Neil McMurdie

Senior Counsel

Voya Financial Legal Services

One Orange Way, C2N

Windsor, CT 06095

1-860-580-2824

March 31, 2015

Exhibit Index on Page: 71


UNITED STATES OF AMERICA
BEFORE THE
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

In the Matter of:	)
	)
VOYA RETIREMENT INSURANCE AND ANNUITY COMPANY	)
VARIABLE ANNUITY ACCOUNT B OF VOYA	)
RETIREMENT INSURANCE AND ANNUITY COMPANY	)
VARIABLE ANNUITY ACCOUNT I OF VOYA RETIREMENT
INSURANCE AND ANNUITY COMPANY	)
	)	SECOND AMENDED AND
VOYA INSURANCE AND ANNUITY COMPANY	)	RESTATED APPLICATION
SEPARATE ACCOUNT B OF VOYA INSURANCE AND	)	FOR AN ORDER OF
ANNUITY COMPANY	)	APPROVAL PURSUANT
SEPARATE ACCOUNT EQ OF VOYA INSURANCE AND	)	TO SECTION 26(c) OF THE
ANNUITY COMPANY	)	INVESTMENT COMPANY
RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK	)	ACT OF 1940
RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK	)
SEPARATE ACCOUNT NY-B	)
	)
SECURITY LIFE OF DENVER INSURANCE COMPANY	)
SECURITY LIFE SEPARATE ACCOUNT A1	)
SECURITY LIFE SEPARATE ACCOUNT S-A1	)
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VOYA VARIABLE PORTFOLIOS, INC.	)
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Investment Company Act of 1940	)
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File No. 812-14302	)
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I - THE APPLICATION

	Voya Retirement Insurance and Annuity Company, Voya Insurance and Annuity
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 B of Voya Retirement Insurance and Annuity Company, Variable Annuity Account I of
Voya Retirement Insurance and Annuity Company, Separate Account B of Voya Insurance and
Annuity Company, Separate Account EQ of Voya Insurance and Annuity Company, ReliaStar
Life Insurance Company of New York Separate Account NY-B, Security Life Separate Account
A1, Security Life Separate Account S-A1 (each, an “Account” and together, the “Accounts”) and
Voya Variable Portfolios, Inc., hereby submit this second amended and restated Application for
an order of the Securities and Exchange Commission (the “Commission”), pursuant to Section
26(c), formerly Section (b), of the Investment Company Act of 1940, as amended (the “1940
Act”). The Companies, the Accounts and Voya Variable Portfolios, Inc. are collectively referred
to herein as the “Applicants.”

	The Applicants seek an order from the Commission permitting the substitution of
securities issued by certain registered investment companies held by the Accounts, which
securities support certain in force variable annuity contracts (collectively, the “Contracts”) issued
by the Companies (the “Substitutions”). More particularly, the Applicants propose to substitute
shares of certain series of Voya Variable Portfolios, Inc. (the “Replacement Funds”) for shares of
certain registered investment companies currently held by subaccounts of the Accounts (the
“Existing Funds”) as follows:

	Existing Fund	Replacement Fund
1	ClearBridge Variable Large Cap Value	Voya Russell Large Cap Value Index
	Portfolio – Class I	Portfolio – Class I
2	Fidelity VIP Equity-Income Portfolio –	Voya Russell Large Cap Value Index
	Initial Class	Portfolio – Class I

	Fidelity VIP Equity-Income Portfolio –	Voya Russell Large Cap Value Index
	Service 2 Class	Portfolio – Class S
3	Invesco VI Core Equity Fund – Class I	Voya Russell Large Cap Index Portfolio –
		Class S
4	Invesco VI American Franchise Fund –	Voya Russell Large Cap Growth Index
	Class I	Portfolio – Class S
5	Pioneer Equity Income VCT Portfolio –	Voya Russell Large Cap Value Index
	Class II	Portfolio – Class S


II - GENERAL DESCRIPTION OF THE APPLICANTS, THE FUNDS
AND THE CONTRACTS

A.	The Companies. Each of the Companies is an indirect, wholly owned subsidiary of
Voya Financial, Inc. (“Voya^®”), which until April 7, 2014, was known as ING U.S., Inc. In
May, 2013, the common stock of Voya began trading on the New York Stock Exchange under
the symbol “VOYA” and Voya completed its initial public offering of common stock.


3


Prior to March 9, 2015, Voya was an affiliate of ING Groep N.V. (“ING”), a global
financial institution active in the fields of insurance, banking and asset management. On March
9, 2015, ING completed a public secondary offering of Voya common stock (the “March 2015
Offering”) and also completed the sale of Voya common stock to Voya pursuant to the terms of a
share repurchase agreement (the “March 2015 Direct Share Buyback”) (the March 2015 Offering
and the March 2015 Direct Share Buyback collectively, the “March 2015 Transactions”). Upon
completion of the March 2015 Transactions, ING has exited its stake in Voya common stock. As
a result of the completion of the March 2015 Transactions, ING has satisfied the provisions of its
agreement with the European Union regarding the divestment of its U.S. insurance and
investment operations, which required ING to divest 100% of its ownership interest in Voya
together with its subsidiaries, including the Company by the end of 2016.

1.	**Voya Retirement Insurance and Annuity Company (“Voya Retirement”)**. Voya
Retirement is a stock life insurance company organized under the laws of the State of
Connecticut in 1976 as Forward Life Insurance Company. Prior to September 1, 2014, Voya
Retirement was known as ING Life Insurance and Annuity Company. Through a December 31,
1976 merger, Voya Retirement’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, Voya Retirement was known as Aetna Life Insurance and Annuity Company
(“Aetna”). Through a December 31, 2005 merger, Voya Retirement’s operations include the
business of ING Insurance Company of America (“ING America”). Voya Retirement is
principally engaged in the business of issuing annuities.

Voya Retirement is the depositor of Variable Annuity Account B and Variable Annuity
Account I, separate accounts that are registered with the Commission as unit investment trusts.

2.	**Voya Insurance and Annuity Company (“Voya Insurance”).** Voya Insurance is
an Iowa stock life insurance company which was originally organized in 1973 under the
insurance laws of Minnesota. Prior to September 1, 2014, Voya Insurance was known as ING
USA Annuity and Life Insurance Company. Prior to January 1, 2004, Voya Insurance was
known as Golden American Life Insurance Company (“Golden”). Through January 1, 2004
mergers, Voya Insurance’s operations include the business of Equitable Life Insurance Company
of Iowa (“Equitable Life”), United Life and Annuity Insurance Company (“United Life and
Annuity”), and USG Annuity and Life Company. Voya Insurance is principally engaged in the
business of issuing annuities.

Voya Insurance is the depositor of Separate Account B and Separate Account EQ,
separate accounts that are registered with the Commission as unit investment trusts.

3.	**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, a separate account that is
registered with the Commission as a unit investment trust.


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	4.	**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 and Security Life
Separate Account S-A1, separate accounts that are registered with the Commission as a unit
investment trusts.

B.	The Accounts. 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. The following Accounts support Contracts that will be affected by the
Substitutions.¹

	1.	*Variable Annuity Account B of Voya Retirement Insurance and Annuity*
**Company (“Voya Retirement B”).** Voya Retirement B (File No. 811-02512) 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. Contracts described in the following registration statements will be affected
by the Substitutions (File Nos. 033-34370 and 333-56297).

	2.	*Variable Annuity Account I of Voya Retirement Insurance and Annuity*
**Company (“Voya Retirement I”).** Voya Retirement I (File No. 811-08582) was established by
ING America (then known as Aetna Insurance Company of America) in 1994 in accordance with
the laws of the State of Connecticut to support the certain Contracts. The Contract described in
the following registration statement will be affected by the Substitutions (File Nos. 333-130825).

	3.	Separate Account B of Voya Insurance and Annuity Company (“Voya
Insurance B”). Voya Insurance B (File No. 811-05626) was established by Golden in 1988 in
accordance with the laws of the State of Minnesota to support certain Contracts. Contracts
described in the following registration statements will be affected by the Substitutions (File Nos.
333-133944, 333-101481, 333-70600, 333-57218, 333-33914, 333-30180, 333-28769, 333-
28755, 333-28679, 033-59261, 333-63692, 333-90516, 333-66757 and 033-23351).

	4.	Separate Account EQ of Voya Insurance and Annuity Company (“Voya
Insurance EQ”). Voya Insurance EQ (formerly Equitable Life Insurance Company of Iowa
Separate Account A) (File No. 811-08524) was established by Equitable Life in 1988 in
accordance with the laws of the State of Iowa to support certain Contracts. The Contract
described in the following registration statement will be affected by the Substitutions (File No.
333-111686).

	5.	*ReliaStar Life Insurance Company of New York Separate Account NY-B*
**(“ReliaStar NY-B”).** ReliaStar NY-B (File No. 811-07935) was established by First Golden in
1996 in accordance with the laws of the State of New York to support certain Contracts.
______________
¹Separate accounts that support variable annuity contracts that will not be affected by the Substitution are not
identified herein.
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Contracts described in the following registration statements will be affected by the Substitutions
(File Nos. 333-85618, 333-139695, 333-115515 and 333-85326).

	6.	**Security Life Separate Account A1 (“Security Life A1”).** Security Life A1 (File
No. 811-08196) was established by Security Life in 1993 in accordance with the laws of the
State of Colorado to support certain Contracts. The Contract described in the following
registration statement will be affected by the Substitutions (File No. 033-78444).

	7.	**Security Life Separate Account S-A1 (“Security Life S-A1”).** Security Life S-
A1 (formerly Southland Separate Account A1) (File No. 811-08976) was originally established
by Southland in 1994 in accordance with the laws of the State of Texas to support certain
Contracts. The Contract described in the following registration statement will be affected by the
Substitutions (File No. 333-119439).

	Applicants, as authorized by Rule 0-4 under the 1940 Act, incorporate by reference each
of the above-referenced files to the extent necessary to support and supplement the descriptions
and representations set out in this Application.

	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
an Existing Fund or another registered open-end management investment company. Each
registered open-end management investment company has its own distinct investment
objective(s) and policies. Income, gains and losses, realized or unrealized, 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,
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 issuing Company reserves
the right, subject to Commission approval and compliance with applicable law, to substitute
shares of another registered open-end management investment company for shares of a
registered open-end management investment company held by a subaccount of an Account
whenever the Company, in its judgment, determines that investment in the registered open-end
management investment company no longer suits the purpose of the Contract.

C.	The Replacement Funds. The Replacement Funds are series of Voya Variable
Portfolios, Inc. Effective May 1, 2014, Voya Variable Portfolios, Inc. changed its name from

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ING Variable Portfolios, Inc. in relation to the overall rebranding of Voya and its subsidiaries
mentioned above. More information about each Replacement Fund’s fees and expenses,
investment objective and policies and historical performance can be found in the Section IV B.
below.

	*Voya* *Variable Portfolios, Inc. (“Voya Variable Portfolios”).* Voya Variable
Portfolios, formerly known as Aetna Variable Portfolios, Inc., was organized as a Maryland
Corporation in 1996. Voya Variable Portfolios is registered under the 1940 Act as an open-end
management investment company (File No. 811-05173). It is a series registered open-end
management 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 May 1, 2014. Voya Variable Portfolios has registered
these shares under the Securities Act of 1933 on Form N-1A (File No. 333-05173) which was
last updated in an effective amendment to the registration statement filed on April 28, 2014.²

	Voya Investments, LLC (“Voya Investments”), an Arizona limited liability company and
an SEC registered investment adviser, serves as the investment adviser to each Replacement
Fund. Voya Investments maintains its offices at 7337 East Doubletree Ranch Road, Scottsdale,
Arizona 85258. Effective May 1, 2014, Voya Investments changed its name from ING
Investments, LLC in relation to the overall rebranding of Voya and its subsidiaries mentioned
above.

	Voya Investments, subject to the direction of Voya Variable Portfolios Board of
Directors (the “Board”), has overall responsibility for the management of each Replacement
Fund. Voya Investments provides or oversees all investment advisory and portfolio management
services for each Replacement Fund and assists in managing and supervising all aspects of the
general day-to-day business activities and operations of each Replacement Fund, including
custodial, transfer agency, dividend disbursing, accounting, auditing, compliance and related
services. Voya Investments delegates to a sub-adviser the responsibility for day-to-day
management of the investments of each Replacement Fund, subject to the Voya Investment’s
oversight. Voya Investments also recommends the appointment of additional or replacement
sub-advisers to the Board.

	For its services, Voya Investments receives advisory fees from each Replacement Fund.
This fee is calculated for each series based on a percentage of its average net assets. From this
advisory fee Voya Investments pays the fees of all sub-advisers.

	The following series of Voya Variable Portfolios will be used as Replacement Funds:

	a.	Voya Russell Large Cap Value Index Portfolio – Class I³
	b.	Voya Russell Large Cap Value Index Portfolio – Class S³
	c.	Voya Russell Large Cap Index Portfolio – Class I³
	d.	Voya Russell Large Cap Growth Index Portfolio – Class I³
___________________
2	Applicants, as authorized by Rule 0-4 under the 1940 Act, incorporate this file by reference to the extent
	necessary to support and supplement the descriptions and representations set out in this Application.
3	As part of the overall rebranding of Voya and its subsidiaries, effective May 1, 2014, the Voya Russell Large
	Cap Value Index Portfolio, the Voya Russell Large Cap Index Portfolio and the Voya Russell Large Cap Growth
	Index Portfolio changed names from the ING Russell Large Cap Value Index Portfolio, the ING Russell Large
	Cap Index Portfolio and the ING Russell Large Cap Growth Index Portfolio, respectively.
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D.	The Existing Funds. The funds to be replaced with a Replacement Fund are listed
below. More information about the Existing Funds’ fees and expenses, investment objective and
policies and historical performance can be found in the Section IV B. below.

	1.	*ClearBridge Variable Large Cap Value Portfolio*. The ClearBridge Variable
Large Cap Value Portfolio is a series of the Legg Mason Partners Variable Equity Trust, a
Maryland statutory trust registered under the 1940 Act as a registered open-end management
investment company (File No. 811-22128) and registered under the Securities Act of 1933 on
Form N-1A (File No. 333-91278), which was last updated in an effective amendment to the
registration statement filed on April 21, 2014.⁴The ClearBridge Variable Large Cap Value
Portfolio is currently offered by prospectus dated May 1, 2014.

	Legg Mason Partners Fund Advisor, LLC (“LMPFA”) is the investment manager for the
ClearBridge Variable Large Cap Value Portfolio. LMPFA is an investment adviser registered
under the Advisers Act and maintains its offices at 620 Eighth Avenue, New York, New York
10018. LMPFA provides administrative and certain oversight services to the ClearBridge
Variable Large Cap Value Portfolio.

	ClearBridge Investments, LLC (“ClearBridge”), an affiliate of LMPFA, provides the day-
to-day portfolio management of the ClearBridge Variable Large Cap Value Portfolio, except for
the management of cash and short-term instruments. ClearBridge is an investment adviser
registered under the Advisers Act.

	Western Asset Management Company (“Western Asset”) manages the ClearBridge
Variable Large Cap Value Portfolio’s cash and short-term instruments. Western Asset is an
affiliate of LMPFA and ClearBridge and an investment adviser registered under the Advisers
Act.

	The ClearBridge Variable Large Cap Value Portfolio is designated as an Existing Fund in
this Application.

	2.	*Fidelity VIP Equity-Income Portfolio*. The Fidelity VIP Equity-Income Portfolio
is a series of the Variable Insurance Products Fund, a Massachusetts business trust registered
under the 1940 Act as an open-end management investment company (File No. 811-03329) and
registered under the Securities Act of 1933 on form N-1A (File no. 002-75010), which was last
updated in an effective amendment to the registration statement on April 21, 2014.⁴The Fidelity
VIP Equity-Income Portfolio is currently offered by prospectus dated April 30, 2014.

	Fidelity Management & Research Company (“FMR”) serves as the investment adviser
for the Fidelity VIP Equity-Income Portfolio. FMR is an investment adviser registered under the
Advisers Act. FMR maintains its offices at One Federal Street, Boston, Massachusetts 02110.

	FMR Co., Inc. (“FMRC”) serves as the sub-adviser for the Fidelity VIP Equity-Income
Portfolio, with day-to-day responsibility for choosing investments for the Fidelity VIP Equity-
Income Portfolio. FMRC is an affiliate of FMR and an investment adviser registered under the
Advisers Act.
________________________
4 Applicants, as authorized by Rule 0-4 under the 1940 Act, incorporate this file by reference to the extent
necessary to support and supplement the descriptions and representations set out in this Application.
8


The Fidelity VIP Equity-Income Portfolio is designated as an Existing Fund in this
Application.

3.	*Invesco VI Core Equity Fund and the Invesco VI American Franchise Fund.*
The Invesco VI Core Equity Fund and the Invesco VI American Franchise Fund are series of the
Invesco Variable Insurance Funds, a Delaware statutory trust registered under the 1940 Act as an
open-end management investment company (File No. 811-07452) and registered under the
Securities Act of 1933 on Form N-1A (File No. 033-57340), which was last updated in an
effective amendment to the registration statement filed on April 24, 2014.⁵The Invesco VI Core
Equity Fund and the Invesco VI American Franchise Fund are currently offered by prospectus
dated April 30, 2014.

Invesco Advisers, Inc. serves as the investment adviser for both the Invesco VI Core
Equity Fund and the Invesco VI American Franchise Fund. Invesco Advisers, Inc. is an
investment adviser registered under the Advisers Act and maintains its offices at 1555 Peachtree
Street, N.E., Atlanta, Georgia 30309.

The Invesco VI Core Equity Fund and the Invesco VI American Franchise Fund are
designated as Existing Funds in this Application.

4.	*Pioneer Equity Income VCT Portfolio*. The Pioneer Equity Income VCT
Portfolio is a series of the Pioneer Variable Contracts Trust, a Massachusetts trust registered
under the 1940 Act as an open-end management investment company (File No. 811-08786) and
registered under the Securities Act of 1933 on Form N-1A (File No. 033-84546), which was last
updated in an effective amendment to the registration statement filed on April 30, 2014.⁵The
Pioneer Equity Income VCT Portfolio is currently offered by prospectus dated May 1, 2014.

Pioneer Investment Management, Inc. serves as the investment adviser for the Pioneer
Equity Income VCT Portfolio. Pioneer Investment Management, Inc. is an investment adviser
registered under the Advisers Act and maintains its offices at 60 State Street, Boston,
Massachusetts 02109.

The Pioneer Equity Income VCT Portfolio is designated as an Existing Fund in this
Application.



_______________
5 Applicants, as authorized by Rule 0-4 under the 1940 Act, incorporate this file by reference to the extent
necessary to support and supplement the descriptions and representations set out in this Application.
9


E.	The Contracts. The terms and conditions, including charges and expenses, applicable
to each Contract are described in the registration statements filed with the SEC for each. ⁶The
Contracts are issued as individual variable annuity contracts. As each Contract is structured,
owners of the Contract (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.

	III - DESCRIPTION OF THE PROPOSED SUBSTITUTIONS
	AND THE RELIEF REQUESTED

A.	Summary of the Proposed Substitutions. Subject to the approval of the Commission
under Section 26(c) of the 1940 Act, Applicants propose, as set forth in the following chart, to
substitute shares of the Replacement Funds for those of the Existing Funds and transfer cash to
the Replacement Funds.


	Existing Fund	Replacement Fund	Accounts Holding Existing
			Fund Assets
1	ClearBridge Variable Large	Voya Russell Large Cap	Voya Insurance B, Voya
	Cap Value Portfolio – Class I	Value Index Portfolio –	Insurance EQ, ReliaStar NY-
		Class I	B
2	Fidelity VIP Equity-Income	Voya Russell Large Cap	Voya Insurance B, Voya
	Portfolio – Initial Class	Value Index Portfolio –	Insurance EQ, ReliaStar NY-
		Class I	B, Voya Retirement B, Voya
			Retirement I, Security Life
	Fidelity VIP Equity-Income	Voya Russell Large Cap	S-A1
	Portfolio – Service 2 Class	Value Index Portfolio –
		Class S
3	Invesco VI Core Equity Fund	Voya Russell Large Cap	Security Life A1, Security
	– Class I	Index Portfolio – Class S	Life S-A1
4	Invesco VI American	Voya Russell Large Cap	Voya Insurance B, ReliaStar
	Franchise Fund – Class I	Growth Index Portfolio –	NY-B
		Class S
5	Pioneer Equity Income VCT	Voya Russell Large Cap	Voya Insurance B, ReliaStar
	Portfolio – Class II	Value Index Portfolio –	NY-B
		Class S

No brokerage commissions, fees or other remuneration will be paid by any Existing

Fund, Replacement Fund or any Contract Owner in connection with the Substitutions.

With respect to the Existing Funds, the Applicants have determined that the investment

objectives and the investment policies of the Replacement Funds are similar to those of the

__________

⁶See Section II. B. above.


corresponding Existing Funds, or each Replacement Fund’s underlying portfolio construction
and investment results are similar to those of the Existing Fund, and therefore the fundamental
objectives, risk and performance expectations of those Contract Owners with interests in
subaccounts of the Existing Funds (individually, an “Affected Contract Owner” and, collectively,
“Affected Contract Owners”) will continue to be met after the Substitutions.

	Additionally, as is detailed below, the overall expenses of the Replacement Funds are less
than those of the corresponding Existing Funds. Applicants believe that, because the
Replacement Funds will be offered over a substantially larger asset base than the Existing
Funds, there is a potential that Affected Contract Owners will, over time, realize the benefits
from additional economies of scale with respect to the advisory fees.

B.	Purposes of the Proposed Substitutions. The principal purposes of the Substitutions,
which would replace unaffiliated funds with funds that are advised and sub-advised by affiliates
of the Companies, are as follows:

	1.	*Implement Business Plan*. The Substitutions are another step in the Companies’
overall business plan to make the Contracts more competitive (and thus more attractive to
customers) and more efficient to administer and oversee. This plan involves providing funds
available through the Contracts that meet certain performance, risk and pricing guidelines.

	2.	*Influence*. Because the Replacement Funds will only be available through
variable insurance products offered by the Companies or their affiliated insurance companies, the
Board of the Replacement Funds has greater sensitivity to the needs of Affected Contract
Owners. The Substitutions will provide the Companies with more influence over the
administrative aspects of the funds offered through the Contracts.

	Influence is important because changes to the funds offered through the Contracts
often result in costly, off-cycle communications and mailing to Contract Owners. These changes
may include changes in fund management, changes in investment style and/or policies and
changes resulting from economic conditions or regulatory events. Currently, if the Companies or
their Contract Owners object to any such changes, the only recourse the Companies have is to
propose substitution of another fund. Substitutions involve extensive review, regulatory
approvals and significant time and expense. For affiliated funds, there is greater influence over
the pace and timing of such changes. Additionally, issues involving poor performance, the
inability of the sub-adviser to properly manage the fund’s assets and other matters affecting the
qualification of a fund’s sub-adviser may be solved by the adviser removing the sub-adviser.
Under the manager-of-managers exemptive relief granted to the certain ING fund families and
relied upon by Voya Variable Portfolios, Inc.,⁷a vote of the shareholders is not necessary to
change a sub-adviser, except for changes involving certain affiliated sub-advisers.
Notwithstanding, after the Effective Date of the Substitutions the Applicants agree not to change
a Replacement Fund’s sub-adviser without first (a) obtaining shareholder approval of the sub-
adviser change or (b) Voya Variable Portfolios, Inc. determining that it can continue to rely on
its manager-of-managers relief.

	The Companies believe that the Substitutions will enable them to exercise more influence
over the management and administration of the funds offered through their Contracts, thereby
__________________
7 Investment Company Act of 1940 Release No. 30603 (July 22, 2013).

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reducing costs and customer confusion. The added influence will give each Company the ability
to react more quickly to the changes and problems it encounters in its oversight of the funds
which are available in its Contracts.

	3.	*Reduction of Costs.* The replacement of the Existing Funds, which are managed
by unaffiliated investment advisers, with the Replacement Funds which are managed by
affiliated investment advisers will allow the Companies to reduce costs by consolidating
administration of the Replacement Funds with its other funds. Changes by the Existing Funds
now come unexpectedly and may require product amendments, regulatory filings and/or
immediate notification to Contract Owners. Such changes can be better planned or anticipated
for the Replacement Funds so that costs are reduced by including the changes with other routine
regulatory filings and mailings regularly sent to Contract Owners.

	4.	*Due Diligence.* The Companies have an on-going fund due diligence process
through which they select, evaluate and monitor the funds available through the Contracts. This
process contributes to the Companies’ ability to offer competitive products and services and
assist their customers in meeting their financial goals. The Substitutions will allow the
Companies to respond to expense, performance and management matters that they have
identified in their due diligence review of the funds available through the Contracts.

C.	Implementation. Applicants will affect the Substitutions as soon as practicable
following the issuance of the requested order. As of the effective date of the Substitutions
(“Effective Date”), shares of the Existing Funds will be redeemed for cash. The Companies, on
behalf of each Existing Fund subaccount of each relevant Account, will simultaneously place a
redemption request with each Existing Fund and a purchase order with the corresponding
Replacement Fund so that the purchase of Replacement 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 Replacement Fund.

	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 contract
value, cash value, accumulation value, account value or death benefit or in dollar value of his or
her investment in the applicable Accounts. No brokerage commissions, fees or other
remuneration will be paid by either the Existing Funds or the Replacement Funds or by Affected
Contract Owners in connection with the Substitutions. The transaction comprising the
Substitutions will be consistent with the policies of each registered open-end management
investment company involved and with the general purposes of the 1940 Act.

	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 Effective Date, Affected Contract Owners may reallocate the subaccount

12


value of an Existing Fund to any other investment option available under their Contract without
incurring any administrative costs or allocation (transfer) charges.

	All Affected Contract Owners were notified of this Application by means of
supplements to the Contract prospectuses shortly after the date the Application was first filed
with the Commission. Among other information regarding the Substitutions, the supplements
informed Affected Contract Owners that beginning on the date of the supplements the
Companies will not exercise any rights reserved by them under the Contracts to impose
restrictions or fees on transfers from an Existing Fund (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 this Application is issued, but at least 30 days before
the Effective Date, Affected Contract Owners will receive a “Pre-Substitution Notice,”
consisting of a second supplement to the Contract prospectuses setting forth the intended
Substitution of Existing Funds with Replacement Funds, the intended Effective Date of the
Substitutions and advising Affected Contract Owners of their right, if they so choose, at any time
during the period beginning 30 days before the Effective Date through at least 30 days following
the Effective Date, to reallocate or withdraw accumulated value in the Existing 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 during this 60 day period, there will be no charge for the reallocation of accumulated value
from the Existing Fund subaccounts 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 an Existing Fund under the Contracts (other than restrictions related to frequent
or disruptive transfers) for a period beginning at least 30 days before the Effective Date through
at least 30 days following the Effective Date of the Substitutions. Additionally, all Affected
Contract Owners will be sent prospectuses of the applicable Replacement Funds at least 30 days
before the Effective Date of the Substitutions.

	Within five (5) business days after the Effective Date, Affected Contract Owners will be
sent a written confirmation (“Post-Substitution Confirmation”), which will include confirmation
that the Substitutions were carried out as previously notified, a restatement of the information set
forth in the Pre-Substitution Notice, and information showing how the allocation of the Contract
Owner’s account value before and immediately following the Substitutions have changed as
a result of the Substitutions.

D.	Relief Requested. Applicants request that the Commission issue an order pursuant to
Section 26(c) of the 1940 Act approving the Substitutions.

	IV - APPLICANTS’ ANALYSIS IN SUPPORT OF REQUEST FOR AN ORDER
PURSUANT TO SECTION 26(c) OF THE 1940 ACT

A.	Relevant Statutory Provisions. Section 26(c) of the 1940 Act prohibits any depositor or
trustee of a unit investment trust that invests exclusively in the securities of a single issuer from
substituting the securities of another issuer without the approval of the Commission. Section
26(c) provides that such approval shall be granted by order of the Commission, if the evidence
establishes that the substitution is consistent with the protection of investors and the purposes
fairly intended by the policy and provisions of the 1940 Act.

13


	Section 26(c) was added to the 1940 Act by the Investment Company Amendments Act
of 1970 then as Section 26(b). Prior to enactment of the 1970 amendments, a depositor of a unit
investment trust could substitute new securities for those held by the trust by notifying the trust’s
security holders of the substitution within five days of the substitution. In 1966, the
Commission, concerned with the high sales charges then common to most unit investment trusts
and the disadvantageous position in which such charges placed investors who did not want to
remain invested in the substituted fund,⁸recommended that Section 26 be amended to require
that a proposed substitution of the underlying investments of a trust receive prior Commission
approval. ⁹

	Congress responded to the Commission’s concerns by enacting Section 26(b) to require
that the Commission approve all substitutions by the depositor of investments held by unit
investment trusts. The Senate Report on the bill explained the purpose of the amendment as
follows:

	The proposed amendment recognizes that in case of the unit investment trust
	holding the securities of a single issuer notification to shareholders does not
	provide adequate protection since the only relief available to shareholders, if
	dissatisfied, would be to redeem their shares. A shareholder who redeems and
	reinvests the proceeds in another unit investment trust or in an open-end company
	would under most circumstances be subject to a new sales load. The proposed
	amendment would close this gap in shareholder protection by providing for
	Commission approval of the substitution. The Commission would be required to
	issue an order approving the substitution if it finds the substitution consistent with
	the protection of investors and provisions of the 1940 Act.¹⁰

	The substitution of shares held by each Account, as described above, appears to involve a
substitution of securities within the meaning of Section 26(c) of the 1940 Act.¹¹Applicants
assert that the terms and conditions of the Substitutions meet the standards set forth in Section
26(c) and that the replacement of an Existing Fund with the corresponding Replacement Fund is
consistent with the protection of investors and the purposes fairly intended by the policy and
provisions of the 1940 Act. Applicants generally submit that the Substitutions meet the
standards that the Commission and its staff have applied to similar substitutions that have been


_________________
8	In the years leading up to its 1966 recommendation, the Commission took the position that the substitution of
	portfolio securities of a unit investment trust constituted an offer of exchange under Section 11 of the 1940 Act
	requiring prior Commission approval. The Commission proposed Section 26(b) in order to specifically address
	substitutions by unit investment trusts that previously had been scrutinized under Section 11 of the 1940 Act.
	See House Committee Interstate and Foreign Commerce, Report on the Securities and Exchange Commission on
	Public Policy Implications of Investment Company Growth, H.R. Rep. No. 2337, 89^thCong., 2d Sess. 337
	(1966).
9	See id.
¹⁰	S. Rep. No. 184, 91^stCong. 1^stSess. 41 (1969), reprinted in 1970 U.S. Code Cong. & Admin. News 4897, 4936
	(1970).
¹¹	While Section 26(b), by its terms, applies only to a unit investment trust holding the securities of one issuer, the
	Commission has interpreted Section 26(b) to apply to “a substitution of securities in any subaccount of a
	registered separate account.” Adoption of Permanent Exemptions from Certain Provisions of the Investment
	Company Act of 1940 for Registered Separate Accounts and Other Persons, Investment Company Act Rel. No.
	12678 (Sept. 21, 1982) (emphasis added).
14


approved in the past.¹²Applicants therefore request an order from the Commission pursuant to
Section 26(c) approving the Substitutions.

B.	Comparison of Fees and Expenses, Investment Objectives, Strategies and Risks,
Expense Ratios and Total Return. At the time of the Substitutions the overall fees and
expenses of the Replacement Funds will be less than those assessed by the Existing Funds.¹³

	Furthermore, each Replacement Fund has investment objectives and investment strategies
that are similar to those of the corresponding Existing Fund, or each Replacement Fund’s
underlying portfolio construction and investment results are similar to those of the corresponding
Existing Fund. Accordingly, the Applicants believe that the fundamental investment objectives,
risk and performance expectations of the Affected Contract Owners will continue to be met after
the Substitutions.
Comparative information regarding fees and expenses (including management fee breakpoints),¹⁴
investment objectives and strategies, expense ratios and total return for the proposed
Substitutions is as follows.



_____________________
¹²	See, e.g. Lincoln National Life Company, et al., (File No. 812-14063), Investment Company Act Release No.
	30517 (May 14, 2013)(Order); AXA Equitable Life Insurance Company, et al., (File No. 812-14036), Investment
	Company Act Release No. 30405 (February 26, 2013)(Order); New York Life Insurance and Annuity
	Corporation, et al., (File No. 812-13903), Investment Company Act Release No. 29947 (February 14,
	2012)(Order); Allianz Life Insurance Company of North America, et al., (File No. 812-13821), Investment
	Company Act Release No. 29716 (July 6, 2011)(Order); AXA Equitable Life Insurance Company, et al., (File
	No. 812-13686), Investment Company Act Release No. 29372 (July 29, 2010)(Order); Nationwide Life
	Insurance Company, et al., (File No. 812-13495), Investment Company Act Release No 28815 (July 8,
	2009)(Order); Riversource Life Insurance Company, et al., (File No. 812-13492), Investment Company Act
	Release No. 28575 (December 30, 2008)(Order); ING USA Annuity and Life Insurance Company, et al., (File
	No. 812-13466), Investment Company Act Release No. 28285 (May 23, 2008) (Order); ING Life Insurance and
	Annuity Company, et al., (File No. 812-13361), Investment Company Act Release No. 27885 (July 16, 2007)
	(Order); ING Life Insurance and Annuity Company, et al., (File No. 812-13260), Investment Company Act
	Release No. 27445 (August 15, 2006) (Order); ING USA Annuity and Life Insurance Company, et al., (File No.
	812-13148), Investment Company Act Release No. 27052 (August 30, 2005) (Order); ING Life Insurance and
	Annuity Company, et al., (File No. 812-13101), Investment Company Act Release No. 26711 (December 20,
	2004) (Order); Security Life of Denver Insurance Company, et al., (File No. 812-11010), Investment Company
	Act Release No. 23291 (June 29, 1998) (Order).
¹³	For two years following the Effective Date of the Substitutions the net annual expenses of each Replacement
	Fund will not exceed the net annual expenses of the corresponding Existing Fund as of that Fund’s most recent
	fiscal year. To achieve this limitation, the Replacement Fund’s investment adviser will waive fees or reimburse
	the Replacement Fund in certain amounts to maintain expenses at or below the limit. Any adjustments 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 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 Effective
	Date of the Substitutions.
¹⁴	The tables show the operating expenses for the Replacement Fund and the Existing Fund as a ratio of expenses
	to average daily net assets. Unless otherwise noted, the fees and expenses of the Replacement Fund and the
	Existing Fund are based on net assets as of December 31, 2014.
15


1.	*Voya Russell Large Cap Value Index Portfolio for the ClearBridge Variable*
*Large Cap Value Portfolio.*

	a. Fees and Expenses. The comparative fees and expenses for each fund in this
proposed substitution as of December 31, 2014, are as follows:

						Total		Net
		Management	Distribution	Administrative	Other	Annual	Expense	Annual
		Fees	(12b-1) Fees	Service Fee	Expenses	Expenses	Waivers	Expenses
Replacement Fund
· Voya Russell Large
Cap Value Index
Portfolio – Class I		0.45%	None	0.10%	0.04%	0.60%*	0.10%	0.50%
Existing Fund
· ClearBridge Variable
Large Cap Value
Portfolio – Class I		0.65%	None	None	0.08%	0.73%	None	0.73%
				*Includes 0.01% of acquired fund fees and expenses.

b. Breakpoint Information. The comparative management fee breakpoint
information for each fund in this proposed substitution is as follows:


Existing Fund		Replacement Fund
ClearBridge Variable Large Cap Value		Voya Russell Large Cap Value Index
Portfolio		Portfolio
Total Net Expenses: 0.73% - Class I		Total Net Expenses: 0.50% - Class I

Management Fee: 0.65%		Management Fee: 0.45%

Management Fee Breakpoints		Management Fee Breakpoints
0.65%	First $350 million	0.45%	First $250 million
0.55%	Next $150 million	0.35%	Next $250 million
0.525%	Next $250 million	0.30%	Thereafter
0.50%	Next $250 million
0.45%	Over $1 billion

c. Investment Objectives, Strategies and Risks.

Existing Fund		Replacement Fund
ClearBridge Variable Large Cap Value		Voya Russell Large Cap Value Index
Portfolio		Portfolio

Investment Objective –		Investment Objective –
The fund seeks long-term growth of capital as its		The Portfolio seeks investment results (before
primary investment objective. Current income is		fees and expenses) that correspond to the total
a secondary objective.		return (which includes capital appreciation and
		income) of the Russell Top 200^®Value Index
		(“Index”).

16


Principal Investment Strategies –	Principal Investment Strategies –
Under normal circumstances, the fund invests at	Under normal market conditions, the Portfolio
least 80% of its net assets, plus borrowings for	invests at least 80% of its net assets (plus
investment purposes, if any, in equity securities,	borrowings for investment purposes) in equity
or other investments with similar economic	securities of companies, which are at the time of
characteristics, of companies with large market	purchase, included in the Index; convertible
capitalizations.	securities that are convertible into stocks
	included in the Index; other derivatives whose
	economic returns are, by design, closely
	equivalent to the returns of the Index or its
	components; and exchange-traded funds. The
	Portfolio will provide shareholders with at least
	60 days’ prior notice of any change in this
	investment policy. Under normal market
	conditions, the Portfolio invests all, or
	substantially all of its assets in these securities.

	The Portfolio may invest in other investment
	companies to the extent permitted under the
	Investment Company Act of 1940, as amended,
	and the rules, regulations, and exemptive orders
	thereunder (“1940 Act”).

	The Portfolio currently invests principally in
	common stocks and employs a “passive
	management” approach designed to track the
	performance of the Index.

	The Index is an unmanaged index that measures
	the performance of the especially large cap
	segment of the U.S. equities universe
	represented by stocks in the largest 200 by
	market cap that exhibit value characteristics. The
	Index includes those Russell Top 200^®Index
	companies that exhibit value characteristics,
	including lower price-to-book ratios and lower
	forecasted growth values. As of December 31,
	2013, the smallest company in the Index had a
	market capitalization of $3 billion and the largest
	company had a market capitalization of $500.7
	billion. As of February 28, 2014, a portion of the
	Index was concentrated in the financials sector
	and portions of the Index were focused in the
	energy sector (including the oil, gas, and
	consumable fuels industry) and the health care
	sector.

	The Portfolio may not always hold all of the

17


	same securities as the Index. The Portfolio may
	also invest in stock index futures and other
	derivatives as a substitute for the sale or
	purchase of securities in the Index and to provide
	equity exposure to the Portfolio’s cash position.
	Although the Portfolio attempts to track, as
	closely as possible, the performance of the
	Index, the Portfolio does not always perform
	exactly like the Index. Unlike the Index, the
	Portfolio has operating expenses and transaction
	costs and therefore has a performance
	disadvantage versus the Index.

	The sub-adviser (“Sub-Adviser”) may sell a
	security when the security’s percentage
	weighting in the Index is reduced, when the
	security is removed from the Index, or for other
	reasons.

	The Portfolio may lend portfolio securities on a
	short-term or long-term basis, up to 33 ¹/₃% of
	its total assets.
Principal Risks –	Principal Risks –

Risk is inherent in all investing. There is no	An investor could lose money on an investment
assurance that the fund will meet its investment	in the Portfolio. Any of the following risks,
objective. The value of an investment in the	among others, could affect Portfolio
fund, as well as the amount of return an investor	performance or cause the Portfolio to lose
receives on their investment, may fluctuate	money or to underperform market averages of
significantly. An investor may lose part or all of	other funds.
their investment in the fund or their investment
may not perform as well as other similar	Company. The price of a given company’s
investments. The fund may take temporary	stock could decline or underperform for many
defensive positions; in such a case, the fund will	reasons including, among others, poor
not be pursuing its principal investment	management, financial problems, or business
strategies. The following is a summary	challenges. If a company declares bankruptcy or
description of certain risks of investing in the	becomes insolvent, its stock could become
fund.	worthless.

Stock market and equity securities risk. The	Concentration. To the extent that the
securities markets are volatile and the market	Portfolio’s index “concentrates,” as that term is
prices of the fund’s securities may decline	defined in the 1940 Act, in the securities of a
generally. Securities fluctuate in price based on	particular industry or group of industries or a
changes in a company’s financial condition and	single country or region, the Portfolio will
overall market and economic conditions. If the	concentrate its investments to approximately the
market prices of the securities owned by the fund	same extent as the Index. As a result, the
fall, the value of an investment in the fund will	Portfolio may be subject to greater market
decline.	fluctuation than a fund which has securities

18


	representing a broader range of investment
Recent market events risk. The global financial	alternatives. If securities in which the Portfolio
crisis that began in 2008 has caused a significant	concentrates fall out of favor, the Portfolio could
decline in the value and liquidity of many	underperform funds that have greater
securities and unprecedented volatility in the	diversification.
markets. In response to the crisis, the U.S.
government and the Federal Reserve, as well as	Convertible Securities. Convertible securities
certain foreign governments and their central	are securities that are convertible into or
banks have taken steps to support financial	exercisable for common stocks at a stated price
markets, including by keeping interest rates at	or rate. Convertible securities are subject to the
historically low levels. More recently, the	usual risks associated with debt securities, such
Federal Reserve has reduced its market support	as interest rate and credit risk. In addition,
activities. Further reduction or withdrawal of this	because convertible securities react to changes in
support, failure of efforts in response to the	the value of the stocks into which they convert,
crisis, or investor perception that such efforts are	they are subject to market risk.
not succeeding could negatively affect financial
markets generally as well as result in higher	Credit. Prices of bonds and other debt
interest rates, increase market volatility and	instruments can fall if the issuer’s actual or
reduce the value and liquidity of certain	perceived financial health deteriorates, whether
securities.	because of broad economic or issuer-specific
	reasons. In certain cases, the issuer could be late
This environment could make identifying	in paying interest or principal, or could fail to
investment risks and opportunities especially	pay altogether.
difficult for the subadviser, and whether or not
the fund invests in securities of issuers located in	Derivative Instruments. Derivative
or with significant exposure to countries	instruments are subject to a number of risks,
experiencing economic and financial difficulties,	including the risk of changes in the market price
the value and liquidity of the fund’s investments	of the underlying securities, credit risk with
may be negatively affected. In addition, policy	respect to the counterparty, risk of loss due to
and legislative changes in the United States and	changes in interest rates and liquidity risk. The
in other countries are affecting many aspects of	use of certain derivatives may also have a
financial regulation. The impact of these changes	leveraging effect which may increase the
on the markets, and the practical implications for	volatility of the Portfolio and reduce its returns.
market participants, may not be fully known for	Derivatives may not perform as expected, so the
some time.	Portfolio may not realize the intended benefits.
	When used for hedging, the change in value of a
Issuer risk. The value of a security can go up or	derivative may not correlate as expected with the
down more than the market as a whole and can	currency, security or other risk being hedged. In
perform differently from the value of the market	addition, given their complexity, derivatives
as a whole, often due to disappointing earnings	expose the Portfolio to the risk of improper
reports by the issuer, unsuccessful products or	valuation.
services, loss of major customers, major
litigation against the issuer or changes in	Focused Investing. To the extent that the
government regulations affecting the issuer or	Portfolio invests a substantial portion of its
the competitive environment. The fund may	assets in a particular industry, sector, market
experience a substantial or complete loss on an	segment, or geographical area, its investments
individual security. Historically, the prices of	will be sensitive to developments in that
securities of small and medium capitalization	industry, sector, market segment, or

19


companies have generally gone up or down more	geographical area. The Portfolio assumes the
than those of large capitalization companies,	risk that changing economic conditions;
although even large capitalization companies	changing political or regulatory conditions; or
may fall out of favor with investors.	natural and other disasters affecting the
	particular industry, sector, market segment, or
Large capitalization company risk. Large	geographical area in which the Portfolio focuses
capitalization companies may fall out of favor	its investments could have a significant impact
with investors.	on its investment performance and could
	ultimately cause the Portfolio to underperform,
Liquidity risk. Some assets held by the fund	or be more volatile than, other funds that invest
may be impossible or difficult to sell,	more broadly.
particularly during times of market turmoil.
These illiquid assets may also be difficult to	Index Strategy. The index selected may
value. If the fund is forced to sell an illiquid	underperform the overall market and the
asset to meet redemption requests or other cash	Portfolio might fail to track its target index. The
needs, the fund may be forced to sell at a loss.	correlation between the Portfolio and index
	performance may be affected by the Portfolio’s
Portfolio selection risk. The value of an	expenses and the timing of purchases and
investment may decrease if the subadviser’s	redemptions of the Portfolio’s shares. The
judgment about the attractiveness or value of or	Portfolio’s actual holdings might not match the
market trends affecting a particular security,	Index and the Portfolio’s effective exposure to
industry, sector or region, or about market	index securities at any given time may not equal
movements is incorrect.	100%.

Value investing risk. The value approach to	Interest Rate. With bonds and other fixed rate
investing involves the risk that stocks may	debt instruments, a rise in interest rates generally
remain undervalued. Value stocks may	causes values to fall; conversely, values
underperform the overall equity market while the	generally rise as interest rates fall. The higher
market concentrates on growth stocks. Although	the credit quality of the instrument, and the
the fund will not concentrate its investments in	longer its maturity or duration, the more
any one industry or industry group, it may, like	sensitive it is likely to be to interest rate risk. In
many value funds, weight its investments toward	the case of inverse securities, the interest rate
certain industries, thus increasing its exposure to	generally will decrease when the market rate of
factors adversely affecting issuers within those	interest to which the inverse security is indexed
industries.	increases. As of the date of this Prospectus,
	interest rates in the United States are at or near
Risk of increase in expenses. An investor’s	historic lows, which may increase the Portfolio’s
actual costs of investing in the fund may be	exposure to risks associated with rising interest
higher than the expenses shown in “Annual fund	rates. Rising interest rates could have
operating expenses” for a variety of reasons. For	unpredictable effects on the markets and may
example, expense ratios may be higher than	expose fixed-income and related markets to
those shown if a fee limitation is changed or	heightened volatility. For fixed-income
terminated or if average net assets decrease. Net	securities, an increase in interest rates may lead
assets are more likely to decrease and fund	to increased redemptions and increased portfolio
expense ratios are more likely to increase when	turnover, which could reduce liquidity for
markets are volatile.	certain Portfolio investments, adversely affect
	values, and increase a Portfolio’s costs. If dealer
	capacity in fixed-income markets is insufficient

20


	for market conditions, it may further inhibit
	liquidity and increase volatility in the fixed
	income markets.

	Liquidity. If a security is illiquid, the Portfolio
	might be unable to sell the security at a time
	when the Portfolio’s manager might wish to sell,
	and the security could have the effect of
	decreasing the overall level of the Portfolio’s
	liquidity. Further, the lack of an established
	secondary market may make it more difficult to
	value illiquid securities, which could vary from
	the amount the Portfolio could realize upon
	disposition. The Portfolio may make investments
	that become less liquid in response to market
	developments or adverse investor perception.
	The Portfolio could lose money if it cannot sell a
	security at the time and price that would be most
	beneficial to the Portfolio.

	Market. Stock prices may be volatile and are
	affected by the real or perceived impacts of such
	factors as economic conditions and political
	events. Stock markets tend to be cyclical, with
	periods when stock prices generally rise and
	periods when stock prices generally decline. Any
	given stock market segment may remain out of
	favor with investors for a short or long period of
	time, and stocks as an asset class may
	underperform bonds or other asset classes during
	some periods. Additionally, legislative,
	regulatory or tax policies or developments in
	these areas may adversely impact the investment
	techniques available to a manager, add to
	Portfolio costs and impair the ability of the
	Portfolio to achieve its investment objectives.

	Other Investment Companies. The main risk
	of investing in other investment companies,
	including exchange-traded funds, is the risk that
	the value of the securities underlying a registered
	open-end management investment company
	might decrease. Because the Portfolio may
	invest in other investment companies, an
	investor will pay a proportionate share of the
	expenses of those other investment companies
	(including management fees, administration fees,
	and custodial fees) in addition to the expenses of

21

the Portfolio.

Securities Lending. Securities lending

involves two primary risks: “investment risk”

and “borrower default risk.” Investment risk is

the risk that the Portfolio will lose money from

the investment of the cash collateral received

from the borrower. Borrower default risk is the

risk that the Portfolio will lose money due to the

failure of a borrower to return a borrowed

security in a timely manner.

Value Investing. Securities that appear to be

undervalued may never appreciate to the extent

expected. Further, because the prices of value-

oriented securities tend to correlate more closely

with economic cycles than growth-oriented

securities, they generally are more sensitive to

changing economic conditions, such as changes

in interest rates, corporate earnings and

industrial production.

d. Comparison. The Applicants believe that while the Existing Fund and the

Replacement Fund are slightly different from each other in the way they characterize their

objective, principal investment strategies, benchmarks and risks, fundamentally each is primarily

a large cap value equity portfolio that exhibits a high correlation to the other with similar

weighted average holdings from a Morningstar style box perspective, risks and investment

results. Each falls within the Morningstar Large Value style box. The differences between the

Existing Fund and the Replacement Fund are not necessarily larger than one would expect to be

exhibited by two portfolios with the same benchmarks, principal investment strategies, and

naming conventions, as there is significant investment flexibility within those constraints.

The Existing Fund’s investment objective is long-term growth of capital and the secondary

objective is current income, and the Replacement Fund seeks to track the Russell Top 200 Value

Index. Under normal circumstances, the Existing Fund invests at least 80% of its net assets, plus

borrowings for investment purposes, if any, in equity securities, or other investments with similar

economic characteristics, of companies with large market capitalizations. The Replacement

Fund seeks investment results (before fees and expenses) that correspond to the total return

(which includes capital appreciation and income) of the Russell Top 200^®Value Index

(“Index”). Under normal market conditions, the Replacement Fund invests at least 80% of its

net assets in equity securities of companies, which are at the time of purchase, included in the

Index. The Index is an unmanaged index that measures the performance of the especially large

cap segment of the U.S. equities universe represented by stocks in the largest 200 by market cap

that exhibit value characteristics. The Replacement Fund currently invests principally in common

stocks and employs a “passive management” approach designed to track the performance of the

Index.

With respect to the Existing Fund’s and Replacement Fund’s primary and/or secondary
investment objectives, each shares some combination of long-term capital appreciation and
current/reasonable income language. The Replacement Fund, as an index fund, does not
specifically state either capital appreciation or income in its objective but rather focuses on an
index replication due to its passive nature. The passive index it is replicating, however, seeks to
generate long-term capital appreciation and also delivers current/reasonable income. In fact, as
of December 31, 2014, the current yield on the performance benchmark for the Replacement
Fund, the Russell Top 200 Value Index, was 2.33%, higher than the current yield of the
performance benchmark for the Existing Fund, the Russell 1000 Value Index, which was 2.24%.
Furthermore, while the listed principal investment strategies of the Existing Fund and the
Replacement Fund differ in language and breadth, at their core each is required to invest in more
than 80% equity securities of a large cap, primarily income producing companies. Although the
Replacement Fund seeks to replicate an index, as noted above, the index is consists of equity
securities of a large cap and income producing companies. Over 95% of the underlying
securities in the index the Replacement Fund seeks to replicate (both by names and by asset
weight) pay a dividend.

While the Existing Fund and the Replacing Fund are benchmarked to a different index, there is
very high overlap in the construction and the returns of those differing indices. The companies
that make up the Replacement Fund’s Russell Top 200 Value Index benchmark comprise 70% of
the Existing Fund’s Russell 1000 Value Index benchmark.

Even though the overlap of these benchmarks is not 100%, over the past five years there is a
100% correlation in the returns between the Existing Fund’s benchmark and the Replacement
Fund’s benchmark. This means that the returns tend to move in lockstep with each other, and
this has a similar effect on the actual returns of the Existing Fund and the Replacement Fund. As
shown in the performance tables below, the Replacement Portfolio has exhibited similar or better
performance to the Existing Portfolio at a meaningfully lower expense ratio.

To summarize, while the Existing Fund and the Replacement Fund are slightly different from
each other in the way they characterize their objective, principal investment strategies,
benchmarks and risks, fundamentally each is primarily a large cap value equity portfolio that
exhibits a high correlation to the other such that each Affected Contract Owner’s fundamental
investment objectives and risk and return expectations will continue to be met after the
Substitution.

e. Expense Ratios and Total Return. The net expense ratios and total return
figures for each fund in this proposed substitution as of December 31, 2014, are as follows:


	Net Expense					(Inception Date)
	Ratio	1 Year	3 Years	5 Years	10 Years	Since Inception
Replacement Fund
· Voya Russell Large Cap						(05/01/2009)
Value Index Portfolio –
Class I	0.50%	12.42%	19.88%	14.11%	N/A	17.11%
Existing Fund
· ClearBridge Variable						(02/17/1998)
Large Cap Value Portfolio
– Class I	0.73%	11.71%	19.88%	14.63%	7.58%	7.10%
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The Replacement Fund has outperformed the Exiting Fund over the one-year period, matched

performance over the three-year period and slightly underperformed the Existing Fund over the

five-year period. The Replacement Fund will also allow shareholders to benefit from a

significantly lower net expense ratio. Although differences in risks and investment objectives

and strategies exist, the Applicants believe that these differences do not introduce Affected

Contract Owners to materially greater risks than before the Substitution.

f. Post Substitution Net Assets. The estimated net assets of the Voya Russell

Large Cap Value Index Portfolio – Class I immediately following the proposed substitution will

be approximately $63,508,393. This is based on estimated net assets of the Replacement Fund

immediately before the substitution ($51,860,439) plus the corresponding Existing Fund’s actual

net assets invested in the Accounts as of December 31, 2014 ($11,647,954).


2.	*Voya Russell Large Cap Value Index Portfolio for Fidelity VIP Equity-Income*
*Portfolio.*

	a.	Fees and Expenses. The comparative fees and expenses for each fund in this
proposed substitution as of December 31, 2014, are as follows:

							Total		Net
			Management	Distribution	Administrative	Other	Annual	Expense	Annual
			Fees	(12b-1) Fees	Service Fee	Expenses	Expenses	Waivers	Expenses
Replacement Fund
· Voya Russell Large
Cap Value Index
Portfolio – Class I			0.45%	None	0.10%	0.04%	0.60%*	0.10%	0.50%
Existing Fund
· Fidelity VIP Equity-
Income Portfolio –
Initial Class			0.45%	None	None	0.10%	0.57%**	None	0.57%
Replacement Fund
· Voya Russell Large
Cap Value Index
Portfolio – Class S			0.45%	0.25%	0.10%	0.04%	0.85%*	0.10%	0.75%
Existing Fund
· Fidelity VIP Equity-
Income Portfolio –
Service 2 Class			0.45%	0.25%	None	0.10%	0.82%**	None	0.82%
					*Includes 0.01% of acquired fund fees and expenses.
					** Includes 0.02% of acquired fund fees and expenses.

	b.	Breakpoint Information. The comparative management fee breakpoint
information for each fund in this proposed substitution is as follows:

Existing Fund					Replacement Fund
Fidelity VIP Equity-Income Portfolio					Voya Russell Large Cap Value Index
Total Net Expenses: 0.57% - Initial Class					Portfolio
		0.82% - Service 2 Class			Total Net Expenses:		0.50% - Class I
							0.75% - Class S
Management Fee: 0.45%
					Management Fee: 0.45%
Management Fee Breakpoints for both classes					Management Fee Breakpoints for both classes
of shares					of shares
0.2559%		Group Fee Rate*			0.45%	First $250 million
0.20%		Individual Fund Fee Rate			0.35%	Next $250 million
0.4559%		Management Fee Rate (sum of			0.30%	Thereafter
		above)




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* Fidelity calculates a "Group Fee Rate." The group fee
rate is based on the monthly average net assets of all of
the registered investment companies with which FMR
has management contracts. The Group Fee Rate of
0.2559% corresponds to AUM up to $1,374 billion.


c. Investment Objectives, Strategies and Risks.

Existing Fund	Replacement Fund
Fidelity VIP Equity-Income Portfolio	Voya Russell Large Cap Value Index
	Portfolio
Investment Objective –
	Investment Objective –
The fund seeks reasonable income. The fund will
also consider the potential for capital	The Portfolio seeks investment results (before
appreciation. The fund's goal is to achieve a	fees and expenses) that correspond to the total
yield which exceeds the composite yield on the	return (which includes capital appreciation and
securities comprising the S&P 500^®Index.	income) of the Russell Top 200^®Value Index
	(“Index”).
Principal Investment Strategies –	Principal Investment Strategies –

Normally invests at least 80% of assets in equity	Under normal market conditions, the Portfolio
securities.	invests at least 80% of its net assets (plus
	borrowings for investment purposes) in equity
Normally invests primarily in income-producing	securities of companies, which are at the time of
equity securities, which tends to lead to	purchase, included in the Index; convertible
investments in large cap "value" stocks.	securities that are convertible into stocks
	included in the Index; other derivatives whose
Potentially invests in other types of equity	economic returns are, by design, closely
securities and debt securities, including lower-	equivalent to the returns of the Index or its
quality debt securities.	components; and exchange-traded funds. The
	Portfolio will provide shareholders with at least
Invests in domestic and foreign issuers.	60 days’ prior notice of any change in this
	investment policy. Under normal market
Uses fundamental analysis of factors such as	conditions, the Portfolio invests all, or
each issuer's financial condition and industry	substantially all of its assets in these securities.
position, as well as market and economic
conditions, to select investments.	The Portfolio may invest in other investment
	companies to the extent permitted under the
Potentially uses using covered call options as	Investment Company Act of 1940, as amended,
tools in managing the fund's assets.	and the rules, regulations, and exemptive orders
	thereunder (“1940 Act”).

	The Portfolio currently invests principally in
	common stocks and employs a “passive
	management” approach designed to track the
	performance of the Index.

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	The Index is an unmanaged index that measures
	the performance of the especially large cap
	segment of the U.S. equities universe
	represented by stocks in the largest 200 by
	market cap that exhibit value characteristics. The
	Index includes those Russell Top 200^®Index
	companies that exhibit value characteristics,
	including lower price-to-book ratios and lower
	forecasted growth values. As of December 31,
	2013, the smallest company in the Index had a
	market capitalization of $3 billion and the largest
	company had a market capitalization of $500.7
	billion. As of February 28, 2014, a portion of the
	Index was concentrated in the financials sector
	and portions of the Index were focused in the
	energy sector (including the oil, gas, and
	consumable fuels industry) and the health care
	sector.

	The Portfolio may not always hold all of the
	same securities as the Index. The Portfolio may
	also invest in stock index futures and other
	derivatives as a substitute for the sale or
	purchase of securities in the Index and to provide
	equity exposure to the Portfolio’s cash position.
	Although the Portfolio attempts to track, as
	closely as possible, the performance of the
	Index, the Portfolio does not always perform
	exactly like the Index. Unlike the Index, the
	Portfolio has operating expenses and transaction
	costs and therefore has a performance
	disadvantage versus the Index.

	The sub-adviser (“Sub-Adviser”) may sell a
	security when the security’s percentage
	weighting in the Index is reduced, when the
	security is removed from the Index, or for other
	reasons.

	The Portfolio may lend portfolio securities on a
	short-term or long-term basis, up to 33 ¹/₃% of
	its total assets.

Principal Risks –	Principal Risks –

Stock Market Volatility. Stock markets are	An investor could lose money on an investment
volatile and can decline significantly in response	in the Portfolio. Any of the following risks,
to adverse issuer, political, regulatory, market, or	among others, could affect Portfolio

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economic developments. Different parts of the	performance or cause the Portfolio to lose
market, including different market sectors, and	money or to underperform market averages of
different types of securities can react differently	other funds.
to these developments.
	Company. The price of a given company’s
Interest Rate Changes. Interest rate increases	stock could decline or underperform for many
can cause the price of a debt security to decrease.	reasons including, among others, poor
	management, financial problems, or business
Foreign Exposure. Foreign markets can be	challenges. If a company declares bankruptcy or
more volatile than the U.S. market due to	becomes insolvent, its stock could become
increased risks of adverse issuer, political,	worthless.
regulatory, market, or economic developments
and can perform differently from the U.S.	Concentration. To the extent that the
market.	Portfolio’s index “concentrates,” as that term is
	defined in the 1940 Act, in the securities of a
Issuer-Specific Changes. The value of an	particular industry or group of industries or a
individual security or particular type of security	single country or region, the Portfolio will
can be more volatile than, and can perform	concentrate its investments to approximately the
differently from, the market as a whole. Lower-	same extent as the Index. As a result, the
quality debt securities (those of less than	Portfolio may be subject to greater market
investment-grade quality, also referred to as high	fluctuation than a fund which has securities
yield debt securities) and certain types of other	representing a broader range of investment
securities involve greater risk of default or price	alternatives. If securities in which the Portfolio
changes due to changes in the credit quality of	concentrates fall out of favor, the Portfolio could
the issuer. The value of lower-quality debt	underperform funds that have greater
securities and certain types of other securities	diversification.
can be more volatile due to increased sensitivity
to adverse issuer, political, regulatory, market, or	Convertible Securities. Convertible securities
economic developments.	are securities that are convertible into or
	exercisable for common stocks at a stated price
"Value" Investing. "Value" stocks can perform	or rate. Convertible securities are subject to the
differently from the market as a whole and other	usual risks associated with debt securities, such
types of stocks and can continue to be	as interest rate and credit risk. In addition,
undervalued by the market for long periods of	because convertible securities react to changes in
time.	the value of the stocks into which they convert,
	they are subject to market risk.
An investor could lose money by investing in the
fund.	Credit. Prices of bonds and other debt
	instruments can fall if the issuer’s actual or
	perceived financial health deteriorates, whether
	because of broad economic or issuer-specific
	reasons. In certain cases, the issuer could be late
	in paying interest or principal, or could fail to
	pay altogether.

	Derivative Instruments. Derivative
	instruments are subject to a number of risks,
	including the risk of changes in the market price

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	of the underlying securities, credit risk with
	respect to the counterparty, risk of loss due to
	changes in interest rates and liquidity risk. The
	use of certain derivatives may also have a
	leveraging effect which may increase the
	volatility of the Portfolio and reduce its returns.
	Derivatives may not perform as expected, so the
	Portfolio may not realize the intended benefits.
	When used for hedging, the change in value of a
	derivative may not correlate as expected with the
	currency, security or other risk being hedged. In
	addition, given their complexity, derivatives
	expose the Portfolio to the risk of improper
	valuation.

	Focused Investing. To the extent that the
	Portfolio invests a substantial portion of its
	assets in a particular industry, sector, market
	segment, or geographical area, its investments
	will be sensitive to developments in that
	industry, sector, market segment, or
	geographical area. The Portfolio assumes the
	risk that changing economic conditions;
	changing political or regulatory conditions; or
	natural and other disasters affecting the
	particular industry, sector, market segment, or
	geographical area in which the Portfolio focuses
	its investments could have a significant impact
	on its investment performance and could
	ultimately cause the Portfolio to underperform,
	or be more volatile than, other funds that invest
	more broadly.

	Index Strategy. The index selected may
	underperform the overall market and the
	Portfolio might fail to track its target index. The
	correlation between the Portfolio and index
	performance may be affected by the Portfolio’s
	expenses and the timing of purchases and
	redemptions of the Portfolio’s shares. The
	Portfolio’s actual holdings might not match the
	Index and the Portfolio’s effective exposure to
	index securities at any given time may not equal
	100%.

	Interest Rate. With bonds and other fixed rate
	debt instruments, a rise in interest rates generally
	causes values to fall; conversely, values

29


	generally rise as interest rates fall. The higher
	the credit quality of the instrument, and the
	longer its maturity or duration, the more
	sensitive it is likely to be to interest rate risk. In
	the case of inverse securities, the interest rate
	generally will decrease when the market rate of
	interest to which the inverse security is indexed
	increases. As of the date of this Prospectus,
	interest rates in the United States are at or near
	historic lows, which may increase the Portfolio’s
	exposure to risks associated with rising interest
	rates. Rising interest rates could have
	unpredictable effects on the markets and may
	expose fixed-income and related markets to
	heightened volatility. For fixed-income
	securities, an increase in interest rates may lead
	to increased redemptions and increased portfolio
	turnover, which could reduce liquidity for
	certain Portfolio investments, adversely affect
	values, and increase a Portfolio’s costs. If dealer
	capacity in fixed-income markets is insufficient
	for market conditions, it may further inhibit
	liquidity and increase volatility in the fixed
	income markets.

	Liquidity. If a security is illiquid, the Portfolio
	might be unable to sell the security at a time
	when the Portfolio’s manager might wish to sell,
	and the security could have the effect of
	decreasing the overall level of the Portfolio’s
	liquidity. Further, the lack of an established
	secondary market may make it more difficult to
	value illiquid securities, which could vary from
	the amount the Portfolio could realize upon
	disposition. The Portfolio may make investments
	that become less liquid in response to market
	developments or adverse investor perception.
	The Portfolio could lose money if it cannot sell a
	security at the time and price that would be most
	beneficial to the Portfolio.

	Market. Stock prices may be volatile and are
	affected by the real or perceived impacts of such
	factors as economic conditions and political
	events. Stock markets tend to be cyclical, with
	periods when stock prices generally rise and
	periods when stock prices generally decline. Any
	given stock market segment may remain out of

30


	favor with investors for a short or long period of
	time, and stocks as an asset class may
	underperform bonds or other asset classes during
	some periods. Additionally, legislative,
	regulatory or tax policies or developments in
	these areas may adversely impact the investment
	techniques available to a manager, add to
	Portfolio costs and impair the ability of the
	Portfolio to achieve its investment objectives.

	Other Investment Companies. The main risk
	of investing in other investment companies,
	including exchange-traded funds, is the risk that
	the value of the securities underlying a registered
	open-end management investment company
	might decrease. Because the Portfolio may
	invest in other investment companies, an
	investor will pay a proportionate share of the
	expenses of those other investment companies
	(including management fees, administration fees,
	and custodial fees) in addition to the expenses of
	the Portfolio.

	Securities Lending. Securities lending
	involves two primary risks: “investment risk”
	and “borrower default risk.” Investment risk is
	the risk that the Portfolio will lose money from
	the investment of the cash collateral received
	from the borrower. Borrower default risk is the
	risk that the Portfolio will lose money due to the
	failure of a borrower to return a borrowed
	security in a timely manner.

	Value Investing. Securities that appear to be
	undervalued may never appreciate to the extent
	expected. Further, because the prices of value-
	oriented securities tend to correlate more closely
	with economic cycles than growth-oriented
	securities, they generally are more sensitive to
	changing economic conditions, such as changes
	in interest rates, corporate earnings and
	industrial production.




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