[ING FUNDS]
February 19, 2009
Mr. Jeffrey Foor
United States Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Re: ING Variable Products Trust (“Registrant”)
(File Nos. 33-73140; 811-8220)
Dear Mr. Foor:
This letter responds to comments provided via telephone to Kimberly Springer by the U.S. Securities and Exchange Commission Staff on or about February 11, 2009, with respect to Post-Effective Amendment No. 36 (“Amendment”) to the Registrant’s Registration Statement filed on Form N-1A on or about December 19, 2008. The purpose of this Amendment was to register a new additional share class, Service 2 Class (“Class S2”) shares to the Registrant. Our summaries of these comments and our responses thereto, are set out below.
In addition, attached is the requested Tandy Letter (“Attachment A”).
Introduction to the Portfolios Section contained in the Prospectus
1. Comment: The Staff requested that the section entitled “Introduction to the Portfolios” either be deleted or moved to a different part of the Prospectus as this section should not precede the risk/return summaries.
Response: The Staff has provided this comment previously and the Registrant believes that the “Introduction to the Portfolios” section is consistent with the format of other ING Fund prospectuses and provides investors with useful summary information without lessening the importance of the risk/return summary that follows. Therefore, we have left the section in its original respective position in the Prospectus.
Performance and Expense Information Dated December 31, 2007
2. Comment: The Staff noted that the performance and expense information contained in the Prospectus and Statement of Additional Information reflects the fiscal year ended December 31, 2007. The Staff requested this information be updated to reflect performance and expense information as of December 31, 2008.
Response: The Registrant appreciates the Staff’s comment and would like to note that the audited financial statements for the fiscal year ended December 31, 2008 are not available at this time.
The Registrant would like to note that this Prospectus and Statement of Additional Information will be updated with the December 31, 2008 information on or about May 1, 2009.
12b-1 Fee Information contained in the Prospectus and Statement of Additional Information
3. Comment: The Staff noted that there may be conflicting information regarding the rate of the 12b-1 fees to be paid by the Class S2 shares of the Portfolios and wished for clarification. In addition, the Staff wished to note that some footnotes to the table in the section entitled “What You Pay to Invest” needed to be reviewed for accuracy of references.
Response: The 12b-1 fee attributable to the share class is 0.25%. The shareholder service fee attributable to the share class is 0.25%. The total fee which appears in the section entitled “What You Pay to Invest” shows the combined fees of the 12b-1 fee and the shareholder service fee of 0.50%. The Registrant will review the footnotes and correct any inaccurate references.
* * * * *
Should you have any questions or comments regarding this letter, please contact the undersigned at 480.477.2649.
| Very truly yours, |
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| /s/ Paul A. Caldarelli |
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| Paul A. Caldarelli |
| Counsel |
| ING U.S. Legal Services |
Attachment
cc: | Huey P. Falgout, Jr., Esq. |
| ING Investments, LLC |
|
|
| Jeffrey S. Puretz, Esq. |
| Dechert LLP |
|
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| Reza Pishva |
| Dechert LLP |
Attachment A
February 19, 2009
VIA ELECTRONIC MAIL AND EDGAR
Mr. Jeffrey Foor
United States Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Re: ING Variable Products Trust
(File Nos. 33-73140; 811-8220)
Dear Mr. Foor:
ING Variable Products Trust (“Registrant”) is responsible for the adequacy and accuracy of the disclosure in this filing. Further, the Registrant recognizes that the Staff’s comments, or changes to disclosure in response to the Staff’s comments, does not foreclose the Securities and Exchange Commission (“SEC”) from taking any action with respect to the filing. Lastly, if, to our knowledge, an inquiry or investigation is currently pending or threatened by the SEC and if the SEC subsequently, in order to protect its investigative position, so requests, the Registrant will not assert Staff comments with respect to the inquiry or investigation as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States. This representation should not be construed as confirming that there is, or is not, in fact, any inquiry or investigation currently pending or threatened.
Please direct any questions or additional comments you may have concerning this letter to the undersigned at 480.477.2674. Thank you.
Regards,
/s/ Kimberly K. Springer |
|
Kimberly K. Springer |
|
ING Vice President |
|
Attachments
cc Jeffrey S. Puretz, Esq.
Dechert LLP
