[ING FUNDS LOGO]
September 7, 2007
VIA EDGAR
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: |
| Withdrawal of Registration Statement on Form N-14 of ING Variable Funds (on behalf of ING VP Growth and Income Portfolio) (File Nos. 333-144930; 811-02514) |
Ladies and Gentlemen:
In accordance with Rule 477 under the Securities Act of 1933, as amended, ING Variable Funds (the “Registrant”) hereby respectfully requests the U.S. Securities and Exchange Commission (the “Commission”) consent to the withdrawal of its Registration Statement on Form N-14, as filed with the Commission via EDGAR (File Nos. 333-144930; 811-02514) (the “Registration Statement”).
The Registration Statement was filed in connection with a reorganization in which ING VP Growth and Income Portfolio, a series of the Registrant, will acquire all of the assets of ING Fundamental Research Portfolio, a series of ING Partners, Inc., in exchange for shares of ING VP Growth and Income Portfolio and the assumption by ING VP Growth and Income Portfolio of the known liabilities of ING Fundamental Research Portfolio.
This request to withdraw the Registration Statement is being made after consultation with the Commission Staff regarding the need to provide the identifier numbers of the classes of ING VP Growth and Income Portfolio in the EDGAR submission of the Registration Statement pursuant to Rule 313 of Regulation S-T.
The Registrant confirms that no securities have been sold in connection with the offering and no prospectus contained in the Registration Statement has been distributed. It is our opinion that the withdrawal of this Registration Statement would be consistent with the public interest and the protection of investors.
Accordingly, we request that an order granting the withdrawal of this Registration Statement be deemed granted by the Commission immediately.
We appreciate your prompt attention to this matter.
Should you have any questions, please feel free to contact the undersigned at 480.477.2659 or Steven S. Drachman of Dechert LLP at 212.641.5627.
Sincerely, | |
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/s/ Theresa K. Kelety |
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Theresa K. Kelety | |
Secretary | |
cc: | Christopher C. Okoroegbe, Esq. |
| ING U.S. Legal Services |
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| Philip H. Newman, Esq. |
| Goodwin Procter, LLP |
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| Jeffrey S. Puretz, Esq. |
| Dechert LLP |
