-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, K+/Y2kohNcD61FWqTLdbx6BoqmWDN9iszW1RpZ47CkMybVBpRjRkGYBv40Ee3pgx f7dbI1ej3Zcc5tdBiQctWw== 0001104659-09-041888.txt : 20090706 0001104659-09-041888.hdr.sgml : 20090703 20090706095456 ACCESSION NUMBER: 0001104659-09-041888 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090706 DATE AS OF CHANGE: 20090706 EFFECTIVENESS DATE: 20090706 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ING VARIABLE PORTFOLIOS INC CENTRAL INDEX KEY: 0001015965 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-07651 FILM NUMBER: 09929581 BUSINESS ADDRESS: STREET 1: ING FUNDS SERVICES STREET 2: 7337 E. DOUBLETREE RANCH ROAD CITY: SCOTTSDALE STATE: AZ ZIP: 85258 BUSINESS PHONE: 480-477-3000 MAIL ADDRESS: STREET 1: ING FUNDS SERVICES STREET 2: 7337 E. DOUBLETREE RANCH ROAD CITY: SCOTTSDALE STATE: AZ ZIP: 85258 FORMER COMPANY: FORMER CONFORMED NAME: AETNA VARIABLE PORTFOLIOS INC DATE OF NAME CHANGE: 20020322 FORMER COMPANY: FORMER CONFORMED NAME: ING VARIABLE PORTFOLIOS INC DATE OF NAME CHANGE: 20020320 FORMER COMPANY: FORMER CONFORMED NAME: AETNA VARIABLE PORTFOLIOS INC DATE OF NAME CHANGE: 19960604 0001015965 S000008704 ING Opportunistic LargeCap Growth Portfolio C000023720 Class I C000023721 Class S C000028807 Adviser Class DEFA14A 1 a09-17564_4defa14a.htm DEFA14A

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

(Rule 14a-101)

 

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

 

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.     )

 

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Soliciting Material Pursuant to §240.14a-12

 

ING VARIABLE PORTFOLIOS, INC.

(Name of Registrant as Specified In Its Charter)

 

 

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ING OPPORTUNISTIC LARGECAP GROWTH PORTFOLIO

 

QUESTIONS & ANSWERS

 

Although we recommend that you read the entire Proxy Statement/Prospectus, we have provided for your convenience a brief overview of the proposal to be voted on.

 

Q:                                  Why is a shareholder meeting being held?

 

A:                                   The Board of Directors (the “Board”) has called a special meeting of shareholders (the “Special Meeting”) of ING Opportunistic LargeCap Growth Portfolio (“Opportunistic LargeCap Growth Portfolio”), which is scheduled for 10:00 a.m., Local time, on July 21, 2009, at 7337 East Doubletree Ranch Road, Scottsdale, Arizona 85258-2034. At the Special Meeting, shareholders of Opportunistic LargeCap Growth Portfolio will be asked to vote on the proposed reorganization (the “Reorganization”) of Opportunistic LargeCap Growth Portfolio with and into ING Opportunistic LargeCap Portfolio (“Opportunistic LargeCap Portfolio” and together with Opportunistic LargeCap Growth Portfolio, each a “Portfolio” and collectively, the “Portfolios”).

 

Q:                                  Why is the Reorganization being recommended?

 

A:                                   The Reorganization is one of several reorganizations that have taken place among various ING Funds.  The ING Fund complex has grown in recent years through the addition of many funds.  Management of the ING Funds has proposed the consolidation of several of the ING Funds that they believe have similar or compatible investment strategies.  The reorganizations are designed to reduce the substantial overlap in funds offered in the ING Funds complex, thereby eliminating inefficiencies and potential confusion about overlapping funds.  ING Investments also believes that the reorganizations may benefit portfolio shareholders by resulting in surviving portfolios with a greater asset base.  This is expected to provide greater investment opportunities for each surviving portfolio and the potential to take larger portfolio positions.

 

Q:                                  What are some similarities and differences between Opportunistic LargeCap Growth Portfolio and Opportunistic LargeCap Portfolio?

 

A:

 

·                  With respect to the Portfolios’ investment objectives, Opportunistic LargeCap Growth Portfolio seeks the growth of capital through investment in a diversified portfolio consisting primarily of common stocks and securities convertible into common stocks believed to offer growth potential, while Opportunistic LargeCap Portfolio seeks the growth of capital primarily through investment in a diversified portfolio of common stocks and securities convertible into common stocks;

 

·                  Each Portfolio is advised by ING Investments, LLC (“ING Investments”) and sub-advised by ING Investment Management Co. (“ING IM”);

 

·                  In managing each Portfolio, ING IM seeks to identify and purchase companies that it believes are likely to experience strong and accelerating business momentum, and also seeks companies with attractive valuations for Opportunistic LargeCap Portfolio;

 

·                  Opportunistic LargeCap Portfolio is the larger Portfolio (approximately $76.9 million in net assets, compared to $68.5 million in net assets for Opportunistic LargeCap Growth Portfolio, as of May 31, 2009);

 

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·                  The gross and net expense ratios for all classes of the disappearing Opportunistic LargeCap Growth Portfolio are expected to decrease after the Reorganization; and

 

·                  Each Portfolio is distributed by ING Funds Distributor, LLC (“IFD”).

 

Q:                                  How do the management fees and other expenses of Opportunistic LargeCap Growth Portfolio and Opportunistic LargeCap Portfolio compare and what are they estimated to be after the Reorganization?

 

A:                                   The gross and net operating expenses before and after the Reorganization, expressed as an annual percentage of the average daily net asset value per share for shares of each Portfolio are shown in the following table.  For detailed information about the Portfolios’ expenses, including each Portfolio’s management fees and distribution (12b-1) and shareholder servicing fees, please see the section titled “Expense Tables” and the table titled “Annual Portfolio Operating Expenses” on page 19-20 of the Proxy Statement/Prospectus.

 

 

 

ADV Class

 

Class I

 

Class S

 

Gross Expenses Before the Reorganization:

 

 

 

 

 

 

 

Opportunistic LargeCap Growth Portfolio

 

1.24

%

0.74

%

0.99

%

Opportunistic LargeCap Portfolio

 

1.21

%

0.71

%

0.96

%

 

 

 

ADV Class

 

Class I

 

Class S

 

Net Expenses Before the Reorganization (After Fee Waiver)

 

 

 

 

 

 

 

Opportunistic LargeCap Growth Portfolio(1)

 

1.24

%

0.74

%

0.99

%

Opportunistic LargeCap Portfolio(1)

 

1.21

%

0.71

%

0.96

%

 

 

 

ADV Class

 

Class I

 

Class S

 

After the Reorganization: Opportunistic LargeCap Portfolio Pro Forma

 

 

 

 

 

 

 

Gross estimated expenses of Opportunistic LargeCap Portfolio

 

1.21

%

0.71

%

0.96

%

Net estimated expenses of Opportunistic LargeCap Portfolio(1)

 

1.21

%

0.71

%

0.96

%

 

(1)                                  ING Investments has entered into a written expense limitation agreement with each Portfolio, under which it will limit expenses of the Portfolio, excluding interest, taxes, brokerage commissions, extraordinary expenses and acquired fund fees and expenses, subject to possible recoupment by ING Investments within three years. The expense limits will continue through at least May 1, 2010.  The expense limitation agreement is contractual and shall renew automatically for a one-year term, unless ING Investments provides written notice of termination within ninety (90) days of the end of the then current term or upon termination of the investment management agreement.  Pursuant to this expense limitation agreement, the expense limits for each Portfolio are 1.30%, 0.80% and 1.05% for ADV Class, Class I and Class S shares, respectively.

 

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Q:                                  How will the Reorganization be effected?

 

A:                                   Subject to shareholder approval, the Reorganization Agreement provides for:

 

·                  the transfer of all of the assets of Opportunistic LargeCap Growth Portfolio to Opportunistic LargeCap Portfolio in exchange for shares of beneficial interest of Opportunistic LargeCap Portfolio;

 

·                  the assumption by Opportunistic LargeCap Portfolio of the liabilities of Opportunistic LargeCap Growth Portfolio known as of the Closing Date (as described below);

 

·                  the distribution of shares of Opportunistic LargeCap Portfolio to the shareholders of Opportunistic LargeCap Growth Portfolio; and

 

·                  the complete liquidation of Opportunistic LargeCap Growth Portfolio.

 

As a result of the Reorganization, each owner of ADV Class, Class I and Class S shares of Opportunistic LargeCap Growth Portfolio would become a shareholder of the corresponding share class of Opportunistic LargeCap Portfolio.  The Reorganization is expected to be effective on August 8, 2009, or such other date as the parties may agree (the “Closing Date”).

 

Shares of Opportunistic LargeCap Portfolio would be distributed to shareholders of Opportunistic LargeCap Growth Portfolio so that each shareholder would receive a number of full and fractional shares of Opportunistic LargeCap Portfolio equal to the aggregate value of shares of Opportunistic LargeCap Growth Portfolio held by such shareholder.

 

Each shareholder will hold, immediately after the Closing Date, shares of Opportunistic LargeCap Portfolio having an aggregate value equal to the aggregate value of the shares of Opportunistic LargeCap Growth Portfolio held by that shareholder as of the close of business on the Closing Date.

 

Q:                                  Who will bear the costs of the Reorganization?

 

A:                                   The expenses relating to the Reorganization will be shared equally between ING Investments (or an affiliate) and Opportunistic LargeCap Growth Portfolio.  The expenses of the Reorganization shall include, but not be limited to, the costs associated with the preparation of any necessary filings with the SEC, printing and distributing the Proxy Statement/Prospectus and proxy materials, legal fees, accounting fees, securities registration fees, and expenses of holding the Special Meeting. The expenses of the Reorganization do not include the transaction costs of the portfolio transitioning, which are ultimately borne by Portfolio shareholders.

 

Q:                                  What are the tax consequences of the proposed Reorganization?

 

A:                                   The Reorganization is intended to qualify for federal income tax purposes as a tax-free                         reorganization under Section 368 of the Internal Revenue Code of 1986, as amended.

 

Q:                                  Who is eligible to vote at the special meeting?

 

A:                                   Only shareholders of Opportunistic LargeCap Growth Portfolio at the close of business on May 1, 2009 (the “Record Date”) will be entitled to be present and give voting instructions for Opportunistic LargeCap Growth Portfolio at the Special Meeting with respect to their shares owned as of that Record Date.

 

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Q:                                  How does the Board suggest that I vote?

 

A:                                   After careful consideration, the Board of Opportunistic LargeCap Growth Portfolio approved the Reorganization and recommends that you vote “FOR” the proposal.

 

Q:                                  What happens if shareholders do not approve the Proposal?

 

A:                                   If the proposal is not approved, ING IM will continue managing Opportunistic LargeCap Growth Portfolio according to its investment objective and strategies and the Board will consider various options with respect to the Portfolio, in accordance with applicable law.

 

Q:                                  How do I vote my proxy?

 

A:                                   If a shareholder wishes to participate in the Special Meeting, the shareholder may submit the proxy originally sent with the Proxy Statement/Prospectus, attend in person or vote online by logging on to www.proxyweb.com and following the on-line directions.

 

Q:                                  Whom do I contact for further information?

 

A:                                   Should shareholders require additional information regarding the proxy or require replacement of the proxy, they may contact Shareholder Services toll-free at 1-800-992-0180.

 

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