e485bpos

As filed with the Securities and Exchange Commission on April 30, 2007

Registration No. 2-10694
811-0091

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-6

POST-EFFECTIVE AMENDMENT NO. 49 TO
REGISTRATION UNDER THE SECURITIES ACT
OF 1933 OF SECURITIES OF UNIT INVESTMENT
TRUSTS REGISTERED ON FORM N-8B-2

A.		Exact name of Trust:

		ING Corporate Leaders Trust Fund

B.		Name of depositor:

		ING Investments, LLC

C.		Complete address of depositor’s principal executive offices:

ING Investments, LLC
7337 East Doubletree Ranch Road
Scottsdale, Arizona 85258

Name and address of agent for service:

Huey P. Falgout, Jr.
ING Corporate Leaders Trust Fund
7337 East Doubletree Ranch Road
Scottsdale, Arizona 85258

With a copy to:
Jeffrey S. Puretz, Esq.
Dechert LLP
1775 I Street N.W.
Washington, DC 20006

Amount of filing fee:

The Registrant has registered an indefinite number of shares under the Securities Act of 1933 pursuant to Section 24(f) of the Investment Company Act of 1940. A Rule 24f-2 Notice for the Registrant’s fiscal year ended December 31, 2006 was filed on April 2, 2007.

F.		Approximate date of proposed public offering:

		It is proposed that this filing will become effective April 30, 2007 pursuant to paragraph (b) of Rule 485.

ING CORPORATE LEADERS TRUST FUND

CROSS-REFERENCE SHEET

PURSUANT TO RULE 404(c) OF REGULATION C UNDER THE SECURITIES ACT OF 1933.

(Form N-8B-2 Items required by Instructions as to the Prospectus in Form S-6)


Form N-8B-2				Form S-6
Item Number				Heading in Prospectus

I.	Organization and General Information

	1.	(a)	Name of Trust and Tax I.D. Number	Description of the Trust
		(b)	Title of securities issued	Description of the Trust

	2.	Name and address of each depositor		Cover

	3.	Name and address of trustee		Cover and Miscellaneous

	4.	Name and address of principal underwriter		Miscellaneous

	5.	State of organization of Fund		Description of the Trust

	6.	Execution and termination of trust indenture		Highlights; Amendment and Termination

	7.	Changes of Name		Description of the Trust

	8.	Fiscal Year		Miscellaneous

	9.	Litigation		*

II.	GENERAL DESCRIPTION OF THE TRUST AND SECURITIES OF THE TRUST
	10.	(a)	Registered or bearer	How to Purchase Participations
		(b)	Cumulative or distributive securities	Shareholder Services
		(c)	Redemption	How to Redeem Participations
		(d)	Conversion, transfer, etc.	Shareholder Services
		(e)	Periodic Payment Plan	*
		(f)	Voting Rights	Amendment and Termination


Form N-8B-2				Form S-6
Item Number				Heading in Prospectus

		(g)	Notice to holders	Amendment and Termination
		(h)	Consents required	Amendment and Termination
		(i)	Other provisions	*

	11.	Type of securities comprising a Unit		Description of the Trust

	12.	Certain information regarding periodic payment certificates		*

	13.	(a)	Load, fees, expenses, etc.	How to Purchase Participations
		(b)	Certain information regarding periodic payment certificates	*
		(c)	Certain percentages	How to Purchase Participations
		(d)	Certain differences in prices	How to Purchase Participations
		(e)	Certain other fees, etc. payable by holders	How to Purchase Participations
		(f)	Certain other profits	Miscellaneous
		(g)	Ratio of annual charges to income	*

	14.	Issuance of trust’s securities		How to Purchase Participations

	15.	Receipt and handling of payments from purchasers		Description of the Trust

	16.	Acquisition and disposition of underlying securities		Description of the Trust

	17.	Withdrawal or redemption		How to Redeem Participations

	18.	(a)	Receipt, custody and disposition of income	Description of the Trust
		(b)	Reinvestment of distributions	Description of the Trust
		(c)	Reserves or special funds	Description of the Trust
		(d)	Schedule of distributions	Nonstandardized Investment Return

	19.	Records, accounts and reports		How to Purchase Participations

	20.	Certain miscellaneous provisions of trust agreement
		(a)	Amendment	Amendment and Termination
		(b)	Termination	Amendment and Termination
		(c)&(d)	Trustee, removal and successor	Resignation, Removal, etc.
		(e)&(f)	Depositor, removal and successor	Resignation, Removal, etc.

	21.	Loans to security holders		*


Form N-8B-2				Form S-6
Item Number				Heading in Prospectus

	22.	Limitations on Liability		Resignation, Removal, etc.

	23.	Bonding arrangements		*

	24.	Other material provisions of trust agreement		Miscellaneous

III.	Organization, Personnel and Affiliated Persons of Depositor

	25.	Organization of depositor		Miscellaneous

	26.	Fees received by depositor		Miscellaneous

	27.	Business of depositor		Miscellaneous

	28.	Certain information as to officials and affiliated persons of depositor		Miscellaneous

	29.	Voting securities of depositor		Miscellaneous

	30.	Persons controlling depositor		Miscellaneous

	31.	Payments by depositor for certain services		*

	32.	Payments by depositor for certain other services rendered to trust		*

	33.	Remuneration of employees of depositor for certain services rendered to trust		*

	34.	Remuneration of other persons for certain services rendered to trust		*

IV.	Distribution and Redemption of Securities

	35.	Distribution of trust’s securities by states		How to Purchase Participations

	36.	Suspension of sales of trust’s securities		*

	37.	Revocation of authority to distribute		*

	38.	(a)	Method of distribution	*
		(b)	Underwriting agreements	*
		(c)	Selling agreements	*


Form N-8B-2				Form S-6
Item Number				Heading in Prospectus

	39.	(a)	Organization of principal underwriters	Miscellaneous
		(b)	N.A.S.D. membership of principal underwriters	Miscellaneous

	40.	Certain fees received by principal underwriters		How to Purchase Participations; Miscellaneous

	41.	(a)	Business of principal underwriters	Miscellaneous
		(b)	Branch officers of principal underwriters	*
		(c)	Salesmen of principal underwriters	*

	42.	Ownership of trust’s securities by certain persons		Miscellaneous

	43.	Certain brokerage commissions by principal underwriters		*

	44.	(a)	Method of valuation	How to Redeem Participations
		(b)	Schedule as to offering price	Financial Highlights
		(c)	Variation in offering price to certain persons	How to Purchase Participations

	45.	Suspension of redemption rights		How to Redeem Participations

	46.	(a)	Redemption valuation	How to Redeem Participations
		(b)	Schedule as to redemption price	How to Redeem Participations

	47.	Maintenance of position in underlying securities		*

V.	Information Concerning the Trustee or Custodian

	48.	Organization and regulation of trustee		Miscellaneous

	49.	Fees and expenses of trustee		Miscellaneous

	50.	Trustee’s lien		*

VI.	Information Concerning Insurance of Holders of Securities

	51.	Insurance of holders of Trust’s securities		*


Form N-8B-2				Form S-6
Item Number				Heading in Prospectus

VII.	Policy of Registrant

	52.	(a)	Provisions of trust agreement with respect to selection or elimination of underlying securities	Description of the Trust
		(b)	Transactions involving elimination of underlying securities	Description of the Trust
		(c)	Policy regarding substitution elimination of underlying securities	Description of the Trust
		(d)	Fundamental policy not otherwise covered	*

	53.	Tax status of trust		Taxation

VIII.	Financial and Statistical Information

	54.	Fund’s securities during last ten years		Financial Highlights

	55.	Certain information regarding periodic payment certificates		*

	56.	Certain information regarding periodic payment certificates		*

	57.	Certain information regarding periodic payment certificates		*

	58.	Certain information regarding periodic payment certificates		*

	59.	Financial statements (Instruction 1(c) Form S-6)		Financial Statements


*		Not Applicable


	Prospectus


	April 30, 2007

	ING Corporate Leaders Trust Fund
	Series B


	This Prospectus contains important information about investing in ING Corporate Leaders Trust Fund. You should read it carefully before you invest, and keep it for future reference. Please note that your investment: is not a bank deposit, is not insured or guaranteed by the Federal Deposit Insurance Corporation (“FDIC”), the Federal Reserve Board or any other government agency and is affected by market fluctuations. There is no guarantee that the Fund will achieve its investment objective. As with all mutual funds, the U.S. Securities and Exchange Commission (“SEC”) has not approved or disapproved these securities nor has the SEC judged whether the information in this Prospectus is accurate or adequate. Any representation to the contrary is a criminal offense.



	ING Corporate Leaders Trust Fund (the “Trust”) was created in 1935 with the objective of seeking long term capital growth and income through investment generally in an equal number of shares of the common stocks of a fixed list of American blue chip corporations. See “Description of the Trust” on page 2. Currently, the Trust is invested in twenty-four such corporations including General Electric Co., Citigroup, Inc., Procter & Gamble Co., ChevronTexaco Corp. and Dow Chemical Co. Investments in these corporations, while having potential for long term capital growth and income, may be considered conservative investments. The value of participations of the Trust will fluctuate with the market value of the underlying portfolio securities.


	The minimum initial purchase requirement is $1,000 and additional investments must be at least $50. Participations are sold without a sales or redemption charge.

Participations are not deposits or obligations of (or endorsed or guaranteed by) any bank, nor are they federally insured or otherwise protected by the FDIC, the Federal Reserve Board or any other agency. Investing in the Trust involves investment risks, including the possible loss of principal, and the value and return of participations will fluctuate.

The Trust was created in 1935 with the objective of seeking long term capital growth and income through investment generally in an equal number of shares of common stock of a fixed list of American blue chip corporations. Currently the Trust is invested in twenty-four such corporations. There can be no assurance that the Trust’s objective will be achieved. See “Description of the Trust” herein.

The initial purchase requirement for an investment in the Trust is $1,000 and additional investments must be at least $50. Investors receive a fractional undivided interest in and ownership of the Trust Fund and Distributive Fund described below which is called a participation. Participations are offered at a price equal to the net asset value next determined after an order is received.

The value of a participation fluctuates with the market value of the underlying portfolio securities of the Trust. The dividend income, if any, from the portfolio securities is subject to fluctuation which in turn will affect the amounts of distributions made to participants. An investor in the Trust has no assurance against loss in a declining market, and redemption at a time when the market value of the participations is less than their cost will result in a loss to the investor.

Semi-annual distributions on June 30 and December 31 of each year (“Distribution Date”) will be reinvested at net asset value (“NAV”) in additional participations of the Trust unless the participant notifies the Trustee to pay such distributions in cash.

For Federal income tax purposes, (1) the Trust will be treated as a fixed investment trust and will not be subject to Federal income tax, (2) each participant will be treated as the owner of his/ her pro rata portion of the common stock of the corporations held by the Trust, (3) each participant will be required to include in his/ her gross income and his/ her pro rata portion of the dividends and interest received by the Trust (including the amounts of such dividends and interest that are not distributed to participants but are used to pay the fees and expenses of the Trust), at the time such dividends and interest are received by the Trust, not at the later time such dividends and interests are distributed to participants or reinvested in additional participations, and (4) each individual participant who itemizes deductions may be able to deduct his/ her pro rata portion of the fees and expenses of the Trust only to the extent that such amount, together with his/her other miscellaneous itemized deductions, exceeds 2% of his/ her adjusted gross income. See “Taxation” herein.

The Amended and Restated Indenture is effective as of November 14, 1989, as amended on April 23, 1993, June 1, 1998, July 26, 2000, March 1, 2002, April 15, 2002 and April 29, 2004 (the “Indenture”). Both the Indenture and the Trust will terminate on November 30, 2100.

Corporate Leaders Trust Fund was created under New York Law by an Indenture dated November 18, 1935, as amended and supplemented, between Empire Trust Company (now The Bank of New York) as Trustee, and Corporate Leaders of America, Inc., as Sponsor. On October 29, 1971, Corporate Leaders of America, Inc. was merged into Piedmont Capital Corporation, which designated Manlex Corporation as Sponsor of the Trust on March 25, 1981. On October 31, 1988 holders of Corporate Leaders Trust Fund Certificates Series B voted to approve an Amended and Restated Indenture which, among other things, designated Lexington Management Corporation, the parent company of Manlex Corporation, as Sponsor, and changed the name to Lexington Corporate Leaders Trust Fund (Federal I.D. #13-6061925). Subsequently, on

July 26, 2000, Lexington Global Asset Managers, Inc., the parent company of Lexington Management Corporation, was acquired by ReliaStar Financial Corp. (“ReliaStar”) and Pilgrim Investments, Inc., an indirect wholly-owned subsidiary of ReliaStar, was designated the Sponsor of the Trust. Consequently, the Trust’s name was changed to Pilgrim Corporate Leaders Trust Fund. On September 1, 2000, ING Groep N.V. (“ING Groep”) (NYSE: ING) acquired ReliaStar and subsequently Pilgrim Investments, Inc. changed its name to ING Pilgrim Investments, Inc. On February 26, 2001, ING Pilgrim Investments, Inc. merged into ING Pilgrim Investments, LLC. On March 1, 2002, ING Pilgrim Investments, LLC changed its name to ING Investments, LLC (“ING Investments”) and the Trust changed its name to ING Corporate Leaders Trust Fund. Effective May 17, 2004, the Trustee is The Bank of New York. Holders of Corporate Leaders Trust Fund Certificates Series A continue to be governed by the initial Indenture. This Prospectus pertains solely to ING Corporate Leaders Trust Fund Series B (herein referred to as the Trust). All discussions herein of articles and sections of the Indenture refer to the Amended and Restated Indenture.

The Trust is comprised of a Trust Fund and a Distributive Fund. The Trust Fund is composed of stock units, each unit consisting of one share of common stock of each of the twenty-four corporations (except with respect to shares received from spin-offs of existing portfolio securities — see discussion below) and such cash as may be available for the purchase of stock units. Cash received on sales of participations (excluding the portion thereof, if any, attributable to the value of, and therefore deposited in, the Distributive Fund), including distributions by the Trust which are reinvested in additional participations under the Distribution Reinvestment Program described herein, is held in the Trust Fund without interest until receipt of sufficient cash to purchase at least one hundred stock units. To the extent monies remain uninvested in the Trust, the Trustee will derive a benefit therefrom.

All dividends and any other cash distributions received by the Trust with respect to the common stock held in the Trust Fund are deposited in the Distributive Fund. Any non-cash distributions received by the Trust with respect to the common stock held in the Trust Fund (excluding additional shares of common stock received upon a stock split which shall remain assets of the Trust Fund) are sold by the Trustee and the proceeds of sale are deposited in the Distributive Fund. The Trustee may invest the funds deposited in the Distributive Fund in debt obligations issued or guaranteed by the United States Government, its agencies or instrumentalities, or in repurchase agreements collateralized by such United States Government obligations, which mature prior, and as close as practicable, to the next Distribution Date. The interest earned on such investments is also deposited in the Distributive Fund. Fees and expenses of the Trust are paid from the Distributive Fund. The Trustee may from time to time set aside out of the Distributive Fund a reserve for payments of taxes or other governmental charges.

On each Distribution Date, the Trustee uses the money in the Distributive Fund to purchase additional participations for participants under the Distribution Reinvestment Program described herein, unless the participant has elected to receive his distribution in cash.

In the event of the merger, consolidation, re-capitalization or readjustment of the issuer of any portfolio security with any other corporation, the Sponsor may instruct the Trustee, in writing, to accept or reject such offer or take such other action as the Sponsor may deem proper. Any securities received in exchange shall be held by the Trust and shall be subject to the terms and conditions of the Indenture to the same extent as the securities originally held in the Trust. Securities received pursuant to an exchange may result in the Trust holding fewer shares than originally held in the portfolio security. Each stock unit issued after the effective date of such an exchange will include one share of the corporation received on exchange.

The Trust will enter into repurchase agreements only with commercial banks and dealers in U.S. government securities. Repurchase agreements when entered into with dealers, will be fully collateralized including the interest earned thereon during the entire term of the agreement. If the institution defaults on the repurchase agreement, the Trust will retain possession of the underlying securities. In addition, if bankruptcy proceedings are commenced with respect to the seller, realization on the collateral by the Trust may be delayed or limited and the Trust may incur additional costs. In such case the Trust will be subject to risks associated with changes in the market value of the collateral securities.

The Trust is invested generally in an equal number of shares of the common stock of a fixed list of twenty-four American corporations. The Trust’s holding in Gallaher Group PLC, a United Kingdom company traded on the New York Stock Exchange (“NYSE”), is a result of its spinoff from Fortune Brands, Inc., a portfolio security. The Trust’s portfolio investments are not managed and are expected to remain fixed. A complete list of the securities held at December 31, 2006 is contained in the financial statements included herein. The value of a participation in the Trust fluctuates with the market value of the underlying common stock held by the Trust. The dividend income, if any, from the common stocks is subject to fluctuation, which, in turn will affect the amounts of distributions made to participants.

The Sponsor may direct the Trustee to sell the shares of common stock of any of the twenty-four corporations if (i) the corporation has failed to declare or pay dividends on the common stock; (ii) a materially adverse legal proceeding has been instituted which affects the declaration or payment of dividends of the corporation; (iii) a breach of covenant or warranty exists, which may materially affect the payment of dividends of the corporation; (iv) a default in payment of principal or income on any other outstanding securities of the corporation occurs, which may affect the payment of dividends; or (v) the common stock ceased to be listed on the NYSE and after fifteen days has not been reinstated. The proceeds of any such sale shall be deposited in the Distributive Fund.

For the years ended December 31, 2006, December 31, 2005, December 31, 2004 and December 31, 2003, the information in the table below has been audited by KPMG LLP, an independent registered public accounting firm. For all periods ended prior to December 31, 2003, the financial information was audited by other independent auditors.


(1)	Total return is calculated assuming reinvestment of all dividends and capital gain distributions/ allocations at net asset value.

Initial Investment — Minimum $1,000. By Mail: Send a check payable to ING Corporate Leaders Trust Fund, along with a completed New Account Application to the address shown on the New Account Application. To transmit funds by wire, contact the ING Operations Department at (800) 992-0180 and select Option 4 to obtain an account number and indicate your investment professional on the account.

Subsequent Investments. By Mail: Send a check payable to ING Corporate Leaders Trust Fund, to the address shown on the New Account Application, accompanied by either the detachable form which is part of the confirmation of a prior transaction or a letter indicating the dollar amount of the investment and identifying the Trust, account number and registration. Please note that cash, travelers checks, money orders, checks drawn on non-U.S. banks (even if payment may be effected through a U.S. bank) and third-party checks generally will not be accepted for investment purposes. Third-party checks are defined as checks originally made payable to any entity or person other than the Trust.

Broker-Dealers: Broker-dealers and financial institutions who process purchase and sale transactions for their customers may charge a transaction fee for these services.

The Open Account: By investing in the Trust, a participant establishes an open account to which all participations purchased, including additional participations purchased under the Distribution Reinvestment Program, will be credited. Participation certificates will be issued for full participations only when requested in writing. Unless payment for participations is made by federal funds wire, certificates will not be issued for fifteen (15) days. In order to facilitate redemptions and transfers, most participation holders elect not to receive certificates.

After an Open Account is established, payments can also be provided for by a pre-authorized investment plan or other authorized automatic bank check program accounts (checks drawn on the investor’s bank periodically for investment in the Trust).

Pre-Authorized Investing Plan: A participant may arrange to make additional purchases of participations automatically on a monthly or quarterly basis. The investments are automatically deducted from a checking account on or about the 5th or 20th day of each month. The institution must be an Automated Clearing House (“ACH”) member. Should an order to purchase participations of the Trust be cancelled because your automated transfer does not clear, you will be responsible for any resulting loss incurred by the Trust. The participant has the right to discontinue the automatic investing program provided written notice is given ten days prior to the scheduled investment date. Further information regarding this service can be obtained from ING by calling (800) 992-0180.

Terms of Offering: If an order to purchase participations is cancelled because the investor’s check does not clear, the purchaser will be responsible for any loss incurred by the Trust. To recover any such loss the Trust reserves the right to redeem participations owned by the purchaser, and may prohibit or restrict the purchaser in placing future orders in any of the ING Funds.

The Trust reserves the right to reject any order, and to waive or lower the investment minimums with respect to any person or class of persons, including participation holders of the Trust’s special investment programs. An order to purchase participations is not binding on the Trust until it has been confirmed in writing.

Shareholder Servicing Agents: The Trust may enter into Shareholder Servicing Agreements with one or more Shareholder Servicing Agents. The Shareholder Servicing Agent may, as agent for its customers, among other things: answer customer inquiries regarding account status, account history and purchase and redemption procedures; assist participation holders in designating and changing dividend options, account designations and addresses; provide necessary personnel and facilities to establish and maintain participation holder accounts and records; assist in processing purchase and redemption transactions; arrange for the wiring of funds; transmit and receive funds in connection with customer orders to purchase or redeem participations; furnish quarterly statements and confirmations of purchases and redemptions; transmit, on behalf of the Trust,

proxy statements, annual shareholder reports, updated prospectuses and other communications to participation holders of the Trust; receive, tabulate and transmit to the Trust proxies executed by participation holders with respect to meetings of participation holders of the Trust; and provide such other related services as the Trust or a participant may request. For these services, each Shareholder Servicing Agent receives fees, which may be paid periodically, provided that such fees will not exceed, on an annual basis, 0.25% of the average daily net assets of the Trust represented by participations owned during the period for which payment is made. ING Investments, at no cost to the Trust, may pay to Shareholder Servicing Agents additional amounts from its past profits. Each Shareholder Servicing Agent may, from time to time, voluntarily waive all or a portion of the fees payable to it.

Account Statements: DST Systems, Inc. (the “Transfer Agent”), whose principal office is at 430 W. 7th Street, Kansas City, Missouri 64105-1407, will send participation holders either purchasing or redeeming participations of the Trust, a confirmation of the transaction indicating the date the purchase or redemption was accepted, the number of participations purchased or redeemed, the purchase or redemption price per participation, and the amount purchased or redemption proceeds. A statement is also sent to participation holders when a change in the registration, address, or dividend option occurs. Additionally, quarterly account information statements are provided to participants. Participation holders are urged to retain their account statements for tax purposes.

By Mail: Send to the Trust at the address shown on the New Account Application: (1) a written request for redemption, signed by each registered owner exactly as the participations are registered including the name of the Trust, account number and exact registration; (2) participation certificates for any participations to be redeemed which are held by the participation holder, in certificate form; (3) signature guarantees, when required, and (4) the additional documents required for redemptions by corporations, executors, administrators, trustees, and guardians. Redemptions by mail will not become effective until all documents in proper form have been received by the Transfer Agent. If a participation holder has any questions regarding the requirements for redeeming participations, he or she should call the Trust at (800) 992-0180 prior to submitting a redemption request.

Checks for redemption proceeds will normally be mailed within three (3) business days, but will not be mailed until all payments for the participations to be redeemed have been cleared by the bank on which they were drawn. The Transfer Agent will restrict the mailing of redemption proceeds to a participation holder’s address of record within thirty (30) days of such address being changed unless the participation holder provides a signature guaranteed letter of instruction.

By Telephone: If you are an existing participant and wish to establish this privilege on your account, please call our Shareholder Services Department at (800) 992-0180 between 9:00 A.M. and 7:00 P.M. Eastern time and request a Special Privilege Form. If you are a new participant, this privilege will automatically be assigned to your account unless you decline on the New Account Application.

Participants redeeming at least $1,000 worth of participations (for which certificates have not been issued) may effect a telephone redemption by calling our Shareholder Services Department at (800) 992-0180 Monday - Friday between 9:00 a.m. and 7:00 p.m. Eastern Time. A telephone redemption in good order will be processed at the net asset value of the Trust next determined. There is a maximum telephone redemption limit of $100,000.

The redemption proceeds will be made payable to the registered participant(s) and forwarded to the address of record. The Transfer Agent will restrict the mailing of telephone redemption proceeds to a participation holder’s address of record within thirty (30) days of such address being changed, unless the participation holder provides a signature guaranteed letter of instruction. Proceeds of a liquidation may be wired to a pre-designated bank account. See “Telephone Exchange/ Redemption Provisions” herein.

Signature Guarantee: Signature guarantees are required for the following: (a) redemptions by mail involving $50,000 or more; (b) all redemptions by mail, regardless of the amount involved, when the proceeds are to be paid to someone other than the registered owners or to an address other than that shown on the participant’s account; (c) changes in instructions as to where the proceeds of redemptions are to be sent, and (d) participation transfer requests.

The Trust requires that the guarantor be either a commercial bank which is a member of the FDIC, a trust company, a savings and loan association, a savings bank, a credit union, a member firm of a domestic stock exchange, or a foreign branch of any of the foregoing. A notary public is not an acceptable guarantor.

With respect to redemption requests submitted by mail, the signature guarantees must appear either: (a) on the written request for redemption, (b) on a separate instrument of assignment (stock power) specifying the total number of participations to be redeemed, or (c) on participation certificates tendered for redemption and, if participations held by the Trust are also being redeemed, on the letter or stock power.

Redemption Price: The redemption price will be the NAV per participation of the Trust next determined after receipt by the Trust of a redemption request in proper form.

The redemption price per participation is computed on any Trust business day, which is each day on which the NYSE, the Federal Reserve Bank of New York and the Trustee are open for business, with the exception of those days on which the SEC determines that trading may be restricted on the NYSE. The calculation is made by (a) adding: (i) the aggregate value of the portfolio securities; (ii) available cash; (iii) amounts in the Distributive Fund, including dividends on the portfolio securities and interest on the investment of monies in the Distributive Fund; and (iv) any other assets of the Trust and (b) deducting: (i) taxes and other governmental charges; (ii) fees and expenses of the Trust; (iii) cash allocated for distribution to participants of record as of a date prior to the evaluation; and (iv) any other liabilities of the Trust.

Participations will be redeemed in cash from the Trust Fund and the Distributive Fund at a price equal to the next determined participation value following receipt of an appropriate request multiplied by the number of participations being redeemed and subject to payment by the participant of any tax or other governmental charge. If there is insufficient cash in the Trust Fund to pay the portion of the redemption price attributable thereto, the Trustee shall sell stock units. Sales of such securities will be at the best price obtainable subject to any minimum value limitations on sales specified by the Sponsor.

A security listed or traded on a recognized stock exchange is valued at its last sale price prior to the time when assets are valued on the principal exchange on which the security is traded. Portfolio securities reported by NASDAQ will be valued at the NASDAQ Official Closing Price on the valuation day. If no sale is reported at that time, the mean between the current bid and asked price will be used. All other securities for which over-the-counter market quotations are readily available are valued at the mean between the last current bid and asked price. Short-term securities having maturity of sixty (60) days or less are valued at amortized cost, when it is determined by the Trustee that amortized cost reflects the fair value of such securities. Securities for which market quotations are not readily available and other assets are valued at fair value as determined in good faith by the Trustee.

The right of redemption may be suspended (a) for any period during which the NYSE is closed or the SEC determines that trading on the NYSE is restricted, (b) when there is an emergency as determined by the SEC as a result of which it is not reasonably practicable for the Trust to dispose of securities owned by it or to determine fairly the value of its net assets, or (c) for such other periods as the SEC may by order permit for the protection of participants. Due to the proportionately high cost of maintaining smaller accounts, the Trust reserves the right to redeem all participations in an account with a value of less than $500 other than as a result of a change in net asset value and mail the proceeds to the participant. Participants will be notified before these redemptions are to be made and will have thirty (30) days to make an additional investment to bring their accounts up to the required minimum.

Participations may be transferred to another owner. A signature guarantee of the registered participant is required on the letter of instruction or other instrument of assignment.

Participants may elect to withdraw cash in fixed amounts from their accounts at regular intervals. The minimum investment to establish a Systematic Withdrawal Plan is $10,000. The minimum withdrawal is $100. Participants may choose from monthly, quarterly, semi-annual or annual payments. If the proceeds are to be mailed to someone other than the registered owner, a signature guarantee is required.

Group Sub-Accounting: To minimize record-keeping by fiduciaries, corporations and certain other investors, the minimum initial investment may be waived.

Participations may be exchanged for shares of certain funds managed by the Sponsor, on the basis of relative NAV per share at the time of the exchange. In the event shares of one or more of these funds being exchanged by a single investor have a value in excess of $500,000, under certain circumstances, participations may not be purchased until the third business day following the redemption of the shares being exchanged in order to enable the redeeming fund to utilize normal securities settlement procedures in transferring the proceeds of the redemption to the Trust.

With an initial account balance of at least $5,000 and subject to information and limitations outlined in this section, you may elect to have a specified dollar amount of participation units systematically exchanged. This systematic exchange can be effected monthly, quarterly, semi-annually or annually (on or about the 10th of the applicable month) from your Trust account to an identically registered account of the ING Fund listed in this section.

The Exchange Privilege and the Systematic Exchange Privilege may be modified at any time or terminated upon sixty (60) days’ written notice to participants.

ING GNMA Income Fund (Nasdaq Symbol: LEXNX) Seeks a high level of current income, consistent with liquidity and safety of principal, through investment primarily in Government National Mortgage Association (“GNMA”) mortgage-backed securities (also known as GNMA Certificates) that are guaranteed as to the timely payment of principal and interest by the United States Government.

The Exchange Privilege enables a participant to acquire another ING Fund with a different investment objective when the participant believes that a shift between funds is an appropriate investment decision. Participants contemplating an exchange should obtain and review the prospectus of the ING Fund to be acquired. If an exchange involves investing in an ING Fund not already owned and a new account has to be established, the dollar amount exchanged must meet the minimum initial investment of the ING Fund being purchased. Participants must provide the account number of the existing account. Any exchange between ING Funds is, in effect, a redemption in one ING Fund and a purchase in the other ING Fund. Participants should consider the possible tax effects of an exchange. The Trust and other ING Funds are intended for long-term investment and not as short-term trading vehicles. ING may prohibit excessive exchanges. Shareholders may make exchanges among their accounts with ING Funds four times each year. Subsequent transactions may not be effected within 30 days of the last transaction. In addition, purchase and sale transactions that are the functional equivalent of exchanges will be subject to these limits. On January 1 of each year, the limit restriction will be reset for all shareholders and any trade restrictions that were placed on an account due to a

violation of the policy in the prior year will be removed. The Trust reserves the right to specifically address any trading that might otherwise appear to comply with the restrictions described above if, after consultation with appropriate compliance personnel, it is determined that such trading is nevertheless abusive or adverse to the interests of long-term shareholders. The Trust also reserves the right to modify the frequent trading-market timing policy at any time without prior notice, depending on the needs of the Trust and/or state or federal regulatory requirements.

The telephone exchange and redemption privilege will automatically be assigned to your account unless you decline this privilege on the New Account Application. Exchange or redemption instructions may be given in writing or by telephone.

Telephonic exchanges/redemptions can only involve participants registered on the books of the Trustee; participations held in certificate form cannot be exchanged until surrendered. However, outstanding certificates can be returned to the Trustee and qualify for these services. Any new account established with the same registration will also have the privileges of exchange/redemption by telephone. All accounts involved in a telephonic exchange must have the same registration and dividend option as the account from which the participations were transferred and will also have the privilege of exchange by telephone in the ING Funds in which these services are available.

By not checking the box(es) on the New Account Application declining telephone exchange and/or telephone redemption services, a participant constitutes and appoints ING Funds Services, LLC (“ING Funds Services”), the shareholder servicing agent for the ING Funds, as the true and lawful attorney to surrender for redemption or exchange any and all non-certificate shares held by the Trustee in account(s) designated, or in any other account with the ING Funds, present or future which has the identical registration with full power of substitution in the premises and authorizes and directs ING Funds Services to act upon any instruction from any person by telephone for exchange of shares held in any of these accounts, to purchase shares of any other ING Fund that is available, provided the registration and mailing address of the shares to be purchased are identical to the shares being redeemed, and agrees that neither ING Funds Services, the Trustee, the Trust or the ING Fund(s) will be liable for any loss, expense or cost arising out of any requests effected in accordance with this authorization which would include requests effected by imposters or persons otherwise unauthorized to act on behalf of the account. ING Funds Services, the Transfer Agent, and the Trust will employ reasonable procedures to confirm that instructions communicated by telephone are genuine and if they do not employ reasonable procedures they may be liable for any losses due to unauthorized or fraudulent instructions. The identification procedures may include, but are not limited to, the following: account number, registration and address, taxpayer identification number and other information particular to the account. In addition, all exchange transactions will take place on recorded telephone lines and each transaction will be confirmed in writing by the Trust. ING Funds Services reserves the right to cease to act as agent subject to the above appointment upon thirty (30) days’ written notice to the address of record. If the participant is an entity other than an individual, such entity may be required to certify that certain persons have been duly elected and are now legally holding the titles given and that the said corporation, trust, unincorporated association, etc., is duly organized and existing and has the power to take action called for by this continuing authorization.

The Trust offers a Prototype Pension and Profit Sharing Plan, including IRAs, SEP-IRA Rollover Accounts and 403(b)(7) Plans. Plan support services are available through the Shareholder Services Department of the Sponsor. For further information, call (800) 992-0180. An investor participating in any of the Trust’s special plans has no obligation to continue to invest in the Trust and may terminate the Plan with the Trust at any time. Except for expenses of sales and promotion, executive and administrative personnel, and certain services which are furnished by the Sponsor, the cost of the plans generally is borne by the Trust; however, each Qualified Retirement Plan account is subject to an annual maintenance fee of $12.00 charged by the Trustee.

On June 30 and December 31 of each year, the Distribution Dates, the Trustee will compute to at least two decimal places the amount of the semi-annual distribution per participation for participants of record, and shall use such distributions to purchase additional participations unless the Trustee has been instructed by the participant, in writing, prior to the Distribution Date to pay such distributions in cash.

The Trust is treated as a fixed investment trust under the Internal Revenue Code of 1986, as amended (the “Code”), and not an association taxable as a corporation. The Trust is also treated as a grantor trust under the Code. As a result, the Trust will not be subject to Federal income taxes. In addition, for Federal income tax purposes, each participant is treated as the owner of his pro rata portion (i.e., the ratio of the number of participations owned by the participant to the total number of participations outstanding) of (i) the common stock of each corporation and any cash held in the Trust Fund and (ii) the securities and cash held in the Distributive Fund.

Each participant is treated as receiving his/her pro rata portion of dividends and any other distributions received by the Trust on the common stock of the corporations held in the Trust Fund and interest received by the Trust from the investment of such dividends (and any other amounts) deposited in the Distributive Fund. Each participant shall include in gross income his/her pro rata portion of such dividends and interest when such dividends and interest are received by the Trust (or, in the case of an accrual basis participant, as such interest accrues), regardless of when such dividends and interest are distributed by the Trust to participants (or reinvested in additional participations) and regardless of the fact that a portion of such dividends and interest are not distributed to participants (or reinvested in additional participations) but rather are used to pay the fees and expenses of the Trust. A corporate participant will generally be entitled to the 70% dividends-received deduction with respect to the dividends so included in its gross income, subject to various limitations and restrictions imposed by the Code.

Current tax law generally provides for a maximum tax rate for individual taxpayers of 15% on long-term capital gains and from certain qualifying dividends on corporate stock. These rate reductions do not apply to corporate taxpayers or to foreign shareholders. The following are guidelines for how certain distributions by the Fund are generally taxed to individual taxpayers:


	•	Distributions of earnings from qualifying dividends and qualifying long-term capital gains will be taxed at a maximum rate of 15%.

	•	Note that distributions of earnings from dividends paid by certain “qualified foreign corporations” can also qualify for the lower tax rates on qualifying dividends.

	•	A shareholder will also have to satisfy a more than 60-day holding period with respect to any distributions of qualifying dividends in order to obtain the benefit of the lower tax rate.

	•	Distributions of earnings from non-qualifying dividends interest income, other types of ordinary income and short-term capital gains will be taxed at the ordinary income tax rate applicable to the taxpayer.

A corporate participant will also be entitled to a deduction for its pro rata portion of fees and expenses paid by the Trust. An individual participant who itemizes deductions will be entitled to a deduction for his/her pro rata portion of fees and expenses paid by the Trust only to the extent that such amount, together with the participant’s other miscellaneous itemized deductions, exceeds 2% of the participant’s adjusted gross income (“AGI”). Furthermore, individual participants, whose AGI exceeds a certain inflation-adjusted threshold amount must reduce their itemized deductions (subject to specific exceptions such as medical expense, investment interest and casualty/wagering/theft loss deductions) by 3% of this excess. This reduction, however, is limited to no more than 80% of the applicable itemized deductions. In 2007, the inflation-adjusted threshold amount is $150,500 ($75,250 for married filing separately).

The purchase price paid by a participant for his/her participations (excluding any portion thereof attributable to, and to be deposited in, the Distributive Fund) shall be allocated (based upon relative fair market

values) among the participant’s pro rata portion of the common stock of each corporation and any cash held in the Trust Fund, in order to determine his/her tax basis in his/her pro rata portion of the common stock of each corporation. If the common stock of any of the corporations held in the Trust Fund is sold by the Trust, each participant will be considered to have sold his/her pro rata portion of the common stock of that corporation and will be considered to have received his/her pro rata portion of the sale proceeds received by the Trust. If a participant redeems his/her participations, he/she will be considered to have sold his/her pro rata portion of the common stock of each corporation. The redemption price received by the participant (excluding any portion thereof attributable to, and paid out of, the Distributive Fund) shall be allocated (based upon relative fair market values) among his/her pro rata portion of the common stock of each corporation and any cash held in the Trust Fund. If a participant is considered to have sold his/her pro rata portion of the common stock of any corporation, he/she will recognize a capital gain or loss equal to the difference between the amount he/she is considered to have received with respect thereto and his/her tax basis therein. Any such capital gain or loss generally will be long-term capital gain or loss if the participant held his/her participations for more than one year.

Under the backup withholding rules of the Code, certain participants may be subject to 28% (at current tax rates) withholding of federal income tax on distributions and redemption payments made by the Trust. In order to avoid this back-up withholding, a participant must provide the Trust with a correct taxpayer identification number (which for most individuals is their Social Security number) or certify that it is a corporation or otherwise exempt from or not subject to back-up withholding. The New Account Application included with this Prospectus provides for participant compliance with these certification requirements.

Unlike most mutual funds, the Trust is required to report taxable and non-taxable income, capital gains, and expenses attributable to your investment on Internal Revenue Service Form 1041 rather than merely reporting distributions of income and gains on Internal Revenue Service Form 1099. Because accurate information is required, the Trust will normally report information only after the annual audit of the Trust. Although the federally imposed deadline for mailing Form 1041 to investors by April 15^th, the Trust attempts to provide Forms 1041 in an expeditious manner after the required information is available, normally in early March.

Prospective participants are urged to consult their own tax advisers as to the tax consequences of an investment in the Trust.

The Trust may, from time to time, include total return information in advertisements and reports to participants. The average annual total return of the Trust for the one- (1), five- (5) and ten- (10) year periods ended December 31, 2006 is set forth in the following table:

This performance is calculated pursuant to the formula P(1+T)ⁿ = ERV (where P = a hypothetical investment of $1,000; T = the average annual total return; n = the number of years and ERV = the ending redeemable value of the hypothetical $1,000 investment). The computation reflects the reinvestment of all dividends and distributions reinvested on participations acquired with the original hypothetical $1,000 investment. Past results are not necessarily representative of future results.

Comparative performance information may be used from time to time in advertising or marketing of the Trust’s participations, including data from Lipper, Inc., the Dow Jones Industrial Average Index and Standard & Poor’s 500 Composite Stock Index. Such comparative performance information will be stated in the same terms in which the comparative data and indices are stated.

The Sponsor and Trustee may amend the Indenture without the consent of participants (i) to cure any ambiguity or to correct or supplement any provision contained herein which may be defective or inconsistent; (ii) to change any provision as may be required by the SEC or any successor governmental agency; or (iii) to make any other provisions which do not adversely affect the interest of participants. The Indenture may be amended by the Sponsor and the Trustee with the consent of a majority of the participations entitled to vote.

The Trust and Indenture will terminate on November 30, 2100 or upon the sale or disposition of the last portfolio security of the Trust unless terminated sooner by written instrument executed by the Sponsor and consented to by participants owning 51% of the then outstanding participations. The Trustee will deliver written notice of any termination to each participant specifying the times at which the participants may surrender their certificates for cancellation. Within a reasonable period of time after the termination, the Trustee will distribute to each participant registered on the Trustee’s books in uncertificated form, and to each other participant upon surrender for cancellation of his certificate, after deducting all unpaid expenses, fees, taxes and other governmental charges, the participant’s interest in the Distributive Fund (into which had been deposited the proceeds from the sale of the portfolio securities) and furnish to each participant a final account statement.

The Sponsor may resign upon written notice to the Trustee. The resignation will not become effective unless the Trustee shall have appointed a successor sponsor to assume, with such compensation as the Trustee may deem reasonable under the circumstances, the duties of the resigning Sponsor. If the Sponsor fails to perform its duties for thirty (30) days after notice from the Trustee, or becomes incapable of acting or becomes bankrupt or its affairs are taken over by a public official, then the Sponsor will be automatically discharged. The Sponsor shall be under no liability to the Trust or to the participants for taking any action or for refraining from taking any action in good faith or for errors in judgment or for depreciation or loss incurred by reason of the purchase or sale of any portfolio security. This provision, however, shall not protect the Sponsor in cases of willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations and duties.

The Trustee may resign upon written notice to the Sponsor and by mailing a copy of such notice to all participants of record not less than sixty (60) days prior to the effective date of their resignation. The Sponsor shall then use its best efforts to promptly appoint a successor trustee, and if upon resignation of the Trustee no successor has been appointed within thirty days after notification, the Trustee may apply to a court of competent jurisdiction for the appointment of a successor. If, after such an application by the Trustee is made to a court of competent jurisdiction (after November 30, 2015) and the court is unable to appoint a successor trustee, then no earlier than six (6) months after the date of such application, the Trustee may notify each participant and the Sponsor that the Trust shall terminate on a day no earlier than six months from the date of such notice unless a successor trustee is appointed. If the Trustee fails to perform its duties or becomes incapable of acting or becomes bankrupt or a public official takes over its affairs, the Sponsor may remove the Trustee and appoint a successor trustee by written notice to the Trustee. The Trustee shall be under no liability for any action taken in good faith in reliance upon prima facie properly executed documents or for the disposition of monies or portfolio securities. This provision shall not protect the Trustee in cases of willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations and duties. The Trustee will not be responsible for the misconduct of any of its agents, attorneys, accountants or auditors if they were selected with reasonable care.

The Trustee is The Bank of New York (Federal I.D. #13-5160382), a trust company incorporated under the laws of New York and subject to regulation by the FDIC. Its principal office is at One Wall Street, New York, New York 10286. The Trustee receives a fee of $10,000 per year for its services as set forth in the Indenture and is reimbursed for all of its disbursements relating to the Trust. In addition, the Trustee receives fees for acting as Custodian and for providing portfolio, tax accounting and recordkeeping services. During the year ended December 31, 2006, fees received by The Bank of New York were $27,740.

The Sponsor, ING Investments (Federal I.D. #03-0402099), an Arizona limited liability company, serves as investment adviser and sponsor to registered investment companies and to structured finance vehicles. Its principal office is at 7337 East Doubletree Ranch Road, Scottsdale, Arizona 85258. The Sponsor is responsible for performing certain administrative services for the Trust including shareholder servicing, answering inquiries, blue sky compliance and accounting. For performing such administrative services the Sponsor receives an annual fee of 0.40% of the Trust’s average daily net assets. For the year ended December 31, 2006, ING Investments received fees of $1,496,223.

The Sponsor is an indirect wholly-owned subsidiary of ING Groep. ING Groep is one of the largest financial services organizations in the world with approximately 120,000 employees. Based in Amsterdam, ING Groep offers an array of banking, insurance and asset management services to both individual and institutional investors.

The principal officers of the Sponsor and their principal occupations during the past five years are as follows:

The Trustee has appointed ING Funds Distributor, LLC (Federal I.D. #95-4516047), a registered broker-dealer, to act as distributor for the Trust. Its principal office is at 7337 East Doubletree Ranch Road, Scottsdale, Arizona 85258. ING Funds Distributor, LLC receives no financial consideration for its services.

The December 31, 2006 Financial Statements have been audited by KPMG LLP, an independent registered public accounting firm, as stated in their opinion appearing herein, which has been so included in

The ING Funds have adopted a policy concerning investor privacy. To review the privacy policy, contact a Shareholder Services Representative at (800) 992-0180 and select Option 1, obtain a policy over the internet at www.ingfunds.com, or see the privacy promise that accompanies this Prospectus.

This Prospectus does not contain all of the information with respect to the investment company set forth in its registration statements and exhibits relating thereto which have been filed with the SEC, Washington, D.C. under the Securities Act of 1933 and the Investment Company Act of 1940, and to which reference is hereby made.

No person is authorized to give any information or to make any representations not contained in this Prospectus; and any information or representation not contained herein must not be relied upon as having been authorized by the Trust, the Trustee or the Sponsor. The Trust is registered as a unit investment trust under the Investment Company Act of 1940. Such registration does not imply that the Trust has been guaranteed, sponsored, recommended or approved by the United States or any state or any agency or officer thereof.

This Prospectus does not constitute an offer to sell, or a solicitation of an offer to buy securities in any state to any person to whom it is not lawful to make such offer in such state.

The table below covers the period from March 16, 1941 to December 31, 2006. This period was one of generally rising common stock prices. The results shown should not be considered as a representation of the dividends and other distributions which may be realized from an investment made in the Trust today. A program of the type illustrated does not assure a profit or protect against depreciation in declining markets.

Long-term investments in industry, such as ING Corporate Leaders Trust Fund, tend to move with the basic inflationary trend and offer your dollars an opportunity to grow.

Cumulative cost figure represents the initial investment of $10,000 plus the cumulative amount of dividends reinvested. Dividends and other distributions were assumed to have been reinvested in additional participations at the reinvestment price. The value of participations “Initially Acquired” includes the value of additional participations created as a result of the reinvestment of that portion of the semi-annual distributions representing “A Return of Capital” (the proceeds from securities sold representing the cost of securities sold, and other principal transactions). No adjustment has been made for any income taxes payable by Participants on dividends or other distributions reinvested in additional participations.

The dollar amounts of distributions from realized gains (determined at the Trust level) reinvested in additional participations were: 1941— None; 1942— None; 1943— None; 1944— $3; 1945— $450; 1946— None; 1947— $44; 1948— $338; 1949— None; 1950— $283; 1951— $796; 1952— $185; 1953— $10; 1954— $812; 1955— $474; 1956— $4,347; 1957— $48; 1958— $17; 1959— $3,032; 1960— $2,371; 1961— $2,118; 1962— $2,749; 1963— $735; 1964— $3,138; 1965— $9,035; 1966— $1,077; 1967— $48; 1968— $4,121; 1969— $102; 1970— $644; 1971— $1,862; 1972— $2,300; 1973— None; 1974— None; 1975— None; 1976— $5,071; 1977— $4,161; 1978— None; 1979— None; 1980— $5,182; 1981— $31,473; 1982— None; 1983— $18,602; 1984— $8,258; 1985— $39,496; 1986— $64,138; 1987— $69,182; 1988— $49,350; 1989— $99,410; 1990— $148,727; 1991— $39,773; 1992— $52,819; 1993— $46,262; 1994— $160,296; 1995— $7,696; 1996— $62,612; 1997— $664,104; 1998— $83,389; 1999— $51,130; 2000— $144,290; 2001— None; 2002— None; 2003— None; 2004— None; 2005— None; 2006— None; Total $1,896,560.


	Note—During 1990 all sales charges were eliminated. The above table reflects the change to a “no load” status as if it were in effect for the entire period shown. The amounts shown as dividends for periods after October 31, 1988 include interest income from the investment of amounts deposited in the Distributive Fund.

We have audited the accompanying statement of assets and liabilities of ING Corporate Leaders Trust Fund — Series B, a series of ING Corporate Leaders Trust Fund, including the portfolio of investments, as of December 31, 2006, and the related statement of operations for the year then ended, and the statements of changes in net assets for each of the years in the two year period then ended, and the financial highlights for each of the years in the three-year period then ended. These financial statements and financial highlights are the responsibility of management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. The financial highlights for periods prior to January 1, 2003 were audited by other auditors whose report thereon dated February 28, 2003, expressed an unqualified opinion on those financial highlights.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2006 by correspondence with the custodian. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above, except those identified as having been audited by other auditors, present fairly, in all material respects, the financial position of ING Corporate Leaders Trust Fund — Series B, as of December 31, 2006, the results of its operations, the changes in its net assets, and the financial highlights for the periods specified in the first paragraph above, in conformity with U.S. generally accepted accounting principles.


(1)	Total return is calculated assuming reinvestment of all dividends and capital gain distributions/allocations at net asset value.

ING Corporate Leaders Trust Fund (the “Trust”) is an unincorporated Unit Investment Trust registered as such with the Securities and Exchange Commission (“SEC”). Series B of the Trust commenced operations in 1941 as a series of ING Corporate Leaders Trust Fund, which was created under a Trust Indenture dated November 18, 1935, as amended.

The following is a summary of significant accounting policies followed by the Trust in the preparation of its financial statements:



	A. Valuation of Securities — Investments are stated at value based on the last sale price on the principal exchange on which the security is traded prior to the time the Trust’s assets are valued. Investments for which no sale is reported, or which are traded over-the-counter, are valued at the mean between bid and ask prices. Short-term securities with 60 days or less to maturity are valued at amortized cost.



	B. Income Taxes — No provision for Federal income taxes is made since the Trust, under applicable provisions of the Internal Revenue Code, is trusted as a Grantor Trust and all its income is taxable to the holders of participations.

As of December 31, 2006, net unrealized appreciation of portfolio securities was $150,556,199, comprised of unrealized appreciation of $155,096,609 and unrealized depreciation of $4,540,410.



	C. Distributions to Participation Holders — Semi-annual distributions will be reinvested at net asset value in additional participations of the Trust unless the Participant notifies the Trustee to pay such distributions in cash.



	D. Other — Investment transactions are recorded on the trade date basis. Dividend income is recorded on the ex-dividend date. Interest income is accrued as earned.



	E. Accounting Estimates — The preparation of financial statements in accordance with U.S. generally accepted accounting principles for investment companies requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.



	F. Restricted Cash — All cash held in the distributable fund throughout the period is intended solely for distributions.



	G. Indemnifications — In the normal course of business, the Trust may enter into contracts that provide certain indemnifications. The Trust’s maximum exposure under these arrangements is dependent on future claims that may be made against the Trust and, therefore, cannot be estimated; however, based on experience, the risk of loss from such claims is considered remote.

For the year ended December 31, 2006, distributions from net investment income were $7,346,374, equivalent to $0.40 per participation. For the year ended December 31, 2005, distributions from net investment

income were $6,579,641 equivalent to $0.35 per participation including amounts paid as equalization to redeeming participation holders.

For the year ended December 31, 2006, there were no distributions of net realized gains. For the year ended December 31, 2005, the distributions of net realized gains were $2,328,610, equivalent to $0.12 per participation.

For the year ended December 31, 2006, there were no distributions of tax return of capital. For the year ended December 31, 2005, distributions of tax return of capital were $8,025,977, equivalent to $0.43 per participation.

The distributions/allocations presented above do not reflect the reinvestment, if any, of that portion from the sale of securities (other than stock units) representing the cost of the securities sold which is distributed and then reinvested in additional participations. In addition, any gain on the sale of stock units to provide funds for the redemption of participations is non-distributable and remains a part of the principal account.

Effective June 1, 1998, the Trust amended its Trust indenture requiring that additional shares of common stocks received as a result of a stock split shall remain assets of the Trust.

The Bank of New York (the “Trustee”) serves as Trustee for the Trust. The Trustee receives an annual Trustee fee, as well as fees for acting as custodian and for providing portfolio accounting and record keeping services, which aggregated to $28,835 for the year ended December 31, 2006.

ING Investments, LLC (the “Sponsor”) serves as sponsor to the Trust. The Trust pays a maintenance fee to the Sponsor equal, on an annual basis, to 0.40% of the average daily net assets of the Trust.

For the year ended December 31, 2006, the cost of purchases and proceeds of sales of investment securities were $5,557,545 and $30,368,648, respectively.

The cost of investment securities as well as realized security gains and losses are based on the identified cost basis. The cost of investments for Federal income taxes is the same as that reported in the Trust’s financial statements.

As of December 31, 2006, the Trust’s net assets were comprised of the following amounts:

During the periods indicated, participations were issued and redeemed as follows:

In June 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No. 48 (“FIN 48”), “Accounting for Uncertainty in Income Taxes.” This standard defines the threshold for recognizing the benefits of tax-return positions in the financial statements as “more-likely-than-not” to be sustained upon challenge by the taxing authority and requires measurement of a tax position meeting the more-likely-than-not criterion, based on the largest benefit that is more than 50 percent likely to be realized. FIN 48 is effective for fiscal years beginning after December 15, 2006, with early application permitted if no interim financial statements have been issued. However, acknowledging the unique issues that FIN 48 presents for investment companies that calculate NAVs, (the “SEC”) has indicated that they would not object if a fund implements FIN 48 in its NAV calculation as late as its last NAV calculation in the first required financial statement reporting period for its fiscal year beginning after December 15, 2006. For calendar-year open-end funds, this would be no later than their June 29, 2007 NAV and the effects of FIN 48 would be reflected in the funds’ semi-annual financial statements contained in their Form N-CSR filing. At adoption, companies must adjust their financial statements to reflect only those tax positions that are more likely-than-not to be sustained as of the adoption date. Management of the Trust has assessed the impact of adopting FIN 48 and currently does not believe that there will be a material impact to the Trust.

On September 15, 2006, the FASB issued Statement of Financial Accounting Standards No. 157 (“SFAS No. 157”), “Fair Value Measurements.” The new accounting statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (“GAAP”), and expands disclosures about fair value measurements. SFAS No. 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). SFAS No. 157 also stipulates that, as a market-based measurement, fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability, and establishes a fair value hierarchy that distinguishes between (a) market participant assumptions developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (b) the reporting entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. As of December 31, 2006, management of the Trust is currently assessing the impact, if any, that will result from adopting SFAS No. 157.

In 2004, ING Investments reported to the Boards of Directors/ Trustees (the “Boards”) of the ING Funds that, like many U.S. financial services companies, ING Investments and certain of its U.S. affiliates have received informal and formal requests for information since September 2003 from various governmental and self-regulatory agencies in connection with investigations related to mutual funds and variable insurance products. ING Investments has advised the Boards that it and its affiliates have cooperated fully with each request.

In addition to responding to regulatory and governmental requests, ING Investments reported that management of U.S. affiliates of ING Groep N.V., including ING Investments (collectively, “ING”), on their own initiative, have conducted, through independent special counsel and a national accounting firm, an extensive internal review of trading in ING insurance, retirement, and mutual fund products. The goal of this review was to identify any instances of inappropriate trading in those products by third parties or by ING investment professionals and other ING personnel. ING’s internal review related to mutual fund trading is now substantially completed. ING has reported that, of the millions of customer relationships that ING maintains, the internal review identified several isolated arrangements allowing third parties to engage in frequent trading of mutual funds within ING’s variable insurance and mutual fund products, and identified other circumstances where frequent trading occurred, despite measures taken by ING intended to combat market timing. ING further reported that each of these arrangements has been terminated and fully disclosed to regulators. The results of the internal review were also reported to the independent members of the Boards.

ING Investments has advised the Boards that most of the identified arrangements were initiated prior to ING’s acquisition of the businesses in question in the U.S. ING Investments further reported that the companies in question did not receive special benefits in return for any of these arrangements, which have all been terminated.

Based on the internal review, ING Investments has advised the Boards that the identified arrangements do not represent a systemic problem in any of the companies that were involved.

In September 2005, ING Funds Distributor, LLC (“IFD”), the distributor of certain ING Funds, settled an administrative proceeding with the NASD regarding three arrangements, dating from 1995, 1996 and 1998, under which the administrator to the then-Pilgrim Funds, which subsequently became part of the ING Funds, entered into formal and informal arrangements that permitted frequent trading. Under the terms of the Letter of Acceptance, Waiver and Consent (“AWC”) with the NASD, under which IFD neither admitted nor denied the allegations or findings, IFD consented to the following sanctions: (i) a censure; (ii) a fine of $1.5 million; (iii) restitution of approximately $1.44 million to certain ING Funds for losses attributable to excessive trading described in the AWC; and (iv) agreement to make certification to NASD regarding the review and establishment of certain procedures.

In addition to the arrangements discussed above, in 2004 ING Investments reported to the Boards that, at that time, these instances include the following, in addition to the arrangements subject to the AWC discussed above:



	•	ReliaStar Life Insurance Company (“ReliaStar”) entered into agreements seven years ago permitting the owner of policies issued by the insurer to engage in frequent trading and to submit orders until 4pm Central Time. In 2001 ReliaStar also entered into a selling agreement with a broker-dealer that engaged in frequent trading. Employees of ING affiliates were terminated and/or disciplined in connection with these matters.



	•	In 1998, Golden American Life Insurance Company entered into arrangements permitting a broker-dealer to frequently trade up to certain specific limits in a fund available in an ING variable annuity product. No employee responsible for this arrangement remains at the company.

For additional information regarding these matters, you may consult the Form 8-K and Form 8-K/A for each of four life insurance companies, ING USA Annuity and Life Insurance Company, ING Life Insurance and Annuity Company, ING Insurance Company of America, and ReliaStar Life Insurance Company of New York, each filed with the SEC on October 29, 2004 and September 8, 2004. These Forms 8-K and Forms 8-K/A can be accessed through the SEC’s Web site at http://www.sec.gov. Despite the extensive internal review conducted through independent special counsel and a national accounting firm, there can be no assurance that the instances of inappropriate trading reported to the Boards are the only instances of such trading respecting the ING Funds.

ING Investments reported to the Boards that ING is committed to conducting its business with the highest standards of ethical conduct with zero tolerance for noncompliance. Accordingly, ING Investments advised the Boards that ING management was disappointed that its voluntary internal review identified these situations. Viewed in the context of the breadth and magnitude of its U.S. business as a whole, ING management does not believe that ING’s acquired companies had systemic ethical or compliance issues in these areas. Nonetheless, ING Investments reported that given ING’s refusal to tolerate any lapses, it has taken the steps noted below, and will continue to seek opportunities to further strengthen the internal controls of its affiliates.



	•	ING has agreed with the ING Funds to indemnify and hold harmless the ING Funds from all damages resulting from wrongful conduct by ING or its employees or from ING’s internal investigation, any investigations conducted by any governmental or self-regulatory agencies, litigation or other formal proceedings, including any proceedings by the SEC. ING Investments reported to the Boards that ING management believes that the total amount of any indemnification obligations will not be material to ING or its U.S. business.



	•	ING updated its Code of Conduct for employees reinforcing its employees’ obligation to conduct personal trading activity consistent with the law, disclosed limits, and other requirements.



	•	The ING Funds, upon a recommendation from ING, updated their respective Codes of Ethics applicable to investment professionals with ING entities and certain other fund personnel, requiring such personnel to pre-clear any purchases or sales of ING Funds that are not systematic in nature (i.e., dividend reinvestment), and imposing minimum holding periods for shares of ING Funds.



	•	ING instituted excessive trading policies for all customers in its variable insurance and retirement products and for shareholders of the ING Funds sold to the public through financial intermediaries. ING does not make exceptions to these policies.



	•	ING reorganized and expanded its U.S. Compliance Department, and created an Enterprise Compliance team to enhance controls and consistency in regulatory compliance.

The New York Attorney General (the “NYAG”) and other federal and state regulators are also conducting broad inquiries and investigations involving the insurance industry. These initiatives currently focus on, among other things, compensation and other sales incentives; potential conflicts of interest; potential anti-competitive activity; reinsurance; marketing practices (including suitability); specific product types (including group annuities and indexed annuities); fund selection for investment products and brokerage sales; and disclosure. It is likely that the scope of these industry investigations will further broaden before they conclude. ING has received formal and informal requests in connection with such investigations, and is cooperating fully with each request. In connection with one such investigation, affiliates of ING Investments were named in a petition for relief and cease and desist order filed by the New Hampshire Bureau of Securities Regulation (the “NH Bureau”) concerning their administration of the New Hampshire state employees deferred compensation plan.

On October 10, 2006, an affiliate of ING Investments entered into an assurance of discontinuance with the NYAG (the “NYAG Agreement”) regarding the endorsement of its products by the New York State United Teachers Union Member Benefits Trust (“NYSUT”) and the sale of their products to NYSUT members. Under the terms of the NYAG Agreement, the affiliate of ING Investments, without admitting or denying the NYAG’s findings, will distribute $30 million to NYSUT members, and/or former NYSUT members, who participated in the NYSUT-endorsed products at any point between January 1, 2001 and June 30, 2006. The affiliate also agreed with the NYAG’s office to develop a one-page disclosure that will further improve transparency and disclosure regarding retirement product fees (the “One-Page Disclosure”). Pursuant to the terms of the NYAG Agreement, the affiliate has agreed for a five year period to provide its retirement product customers with the One-Page Disclosure.

In addition, on the same date, these affiliates of ING Investments entered into a consent agreement with the NH Bureau (the “NH Agreement”) to resolve this petition for relief and cease and desist order. Under the terms of the NH Agreement, these affiliates of ING Investments, without admitting or denying the NH Bureau’s claims, have agreed to pay $3 million to resolve the matter, and for a five year period to provide their retirement product customers with the One-Page Disclosure described above.

Other federal and state regulators could initiate similar actions in this or other areas of ING’s businesses.

These regulatory initiatives may result in new legislation and regulation that could significantly affect the financial services industry, including businesses in which ING is engaged.

In light of these and other developments, ING continuously reviews whether modifications to its business practices are appropriate.

At this time, in light of the current regulatory factors, ING U.S. is actively engaged in reviewing whether any modifications in our practices are appropriate for the future.

There can be no assurance that these matters, or the adverse publicity associated with them, will not result in increased fund redemptions, reduced sale of fund shares, or other adverse consequences to ING Funds.

The Bank of New York serves as Trustee for the Trust. The Trust does not have a Board of Directors/ Trustees nor does it have any Officers.


WHERE TO GO FOR MORE INFORMATION
You’ll find more information about the Trust in the:
ANNUAL/SEMI-ANNUAL SHAREHOLDER REPORTS

In the Trust’s annual/semi-annual shareholder reports, you will find a discussion of recent market conditions and principal investment strategies that significantly affected the Trust’s performance during the last fiscal year, the financial statements and the independent registered public accounting firm’s report (in annual shareholder report only).

Please write, call or visit our website for a free copy of the current annual/semi-annual shareholder reports or other Trust information. To make shareholder inquiries:

This information may also be reviewed or obtained from the U.S. Securities and Exchange Commission (SEC). In order to review the information in person, you will need to visit the SEC’s Public Reference Room in Washington, D.C. or call 202-551-8090 for information on the operation of the Public Reference Room. Otherwise, you may obtain the information for a fee by contacting the SEC at:

Or obtain the information at no cost by visiting the SEC’s Internet website at http://www.sec.gov. When contacting the SEC, you will want to refer to the Trust’s SEC file number. The file number is 811-0091.

PART II

ADDITIONAL INFORMATION NOT INCLUDED
IN THE PROSPECTUS

UNDERTAKING TO FILE REPORTS

Subject to the terms and conditions of Section 15(d) of the Securities Exchange Act of 1934, the undersigned Registrant hereby undertakes to file with the Securities and Exchange Commission such supplementary and periodic information, documents and reports as may be prescribed by any rule or regulation of the Commission heretofore or hereafter duly adopted pursuant to authority conferred in that section.

CONTENTS OF REGISTRATION STATEMENT

This Registration Statement on Form S-6 is comprised of the following papers and documents:

The facing sheet.

The Prospectus consisting of 35 pages.

Additional information not included in the Prospectus (Part II).

The undertaking to file reports.

The signatures.

Written consents of the following persons: KPMG LLP

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Post-Effective Amendment No. 49 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Scottsdale and State of Arizona, on the 30th day of April, 2007.


	ING CORPORATE LEADERS TRUST FUND
	/s/ Shaun P. Mathews
	Shaun P. Mathews
	President and Chief Executive Officer ING Investments, LLC


	/s/ Lydia L. Homer
	Lydia L. Homer
	Chief Financial Officer ING Investments, LLC

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Participation Holders:

ING Corporate Leaders Trust Fund

We consent to the use of our report dated February 22, 2007 incorporated herein by reference, and to the reference to our firm under the headings “Financial Highlights” and “Independent Registered Public Accounting Firm” in the Prospectus.

/s/ KPMG LLP

Boston, Massachusetts
April 27, 2007






Sponsor:		ING Investments, LLC 7337 East Doubletree Ranch Road Scottsdale, Arizona 85258




Trustee:		The Bank of New York One Wall Street New York, New York 10286



	Years Ended December 31,

	2006			2005			2004			2003			2002			2001			2000			1999			1998			1997

Per Share Operating Performance:
Net asset value, beginning of year	$	18.67		$	17.77		$	15.47		$	12.55		$	14.67		$	15.28		$	17.30		$	15.70		$	14.88		$	16.05

Income (loss) from investment operations:
Net investment income		0.39	*		0.36	*		0.32			0.32			0.27			0.24			0.24			0.24			0.23			0.27
Net realized and unrealized gain (loss) on investments		3.31			1.44			2.31			2.90			(2.00	)		(0.49	)		(1.05	)		1.92			1.28			3.45

Total income (loss) from investment operations		3.70			1.80			2.63			3.22			(1.73	)		(0.25	)		(0.81	)		2.16			1.51			3.72

Less distributions/ allocations from:
Net investment income		0.40			0.35			0.32			0.30			0.27			0.24			0.25			0.24			0.23			0.28
Net realized gain		—			0.12			0.01			—			(0.34	)		(0.02	)		0.42			0.15			0.26			2.60
Income and realized gains included in redemptions		—			—			—			—			0.00	**		0.03			0.03			0.02			0.02			0.11
Tax return of capital		—			0.43			—			0.00	**		0.46			0.11			0.51			0.15			0.18			1.90

Total distributions		0.40			0.90			0.33			0.30			0.39			0.36			1.21			0.56			0.69			4.89

Net asset value, end of year	$	21.97		$	18.67		$	17.77		$	15.47		$	12.55		$	14.67		$	15.28		$	17.30		$	15.70		$	14.88

Total Return⁽¹⁾		19.98	%		10.36	%		17.14	%		25.93	%		(11.90	%)		(1.65	%)		(4.93	%)		13.68	%		9.94	%		23.09	%




Ratios and Supplemental Data:
Net assets, end of year (000’s omitted)	$	400,585		$	363,967		$	304,866		$	272,063		$	237,441		$	291,085		$	343,965		$	463,995		$	485,195		$	525,669




Ratios to average net assets:
Expenses		0.49	%		0.50	%		0.58	%		0.59	%		0.63	%		0.64	%		0.67	%		0.61	%		0.65	%		0.62	%
Net investment income		1.97	%		1.93	%		2.00	%		2.28	%		1.98	%		1.73	%		1.51	%		1.41	%		1.46	%		1.76	%


	Average Annual
Period	Total Return

1 year ended December 31, 2006		19.98%
5 years ended December 31, 2006		11.46%
10 years ended December 31, 2006		9.48%


		Principal Occupation(s)
Name, Address and Age	Position(s) Held with the Sponsor	During the Last Five Years⁽¹⁾

Shaun P. Mathews 7337 East Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 51	President and Chief Executive Officer	President and Chief Executive Officer, ING Investments, LLC⁽²⁾and ING Funds Services, LLC ⁽³⁾(November 2006 - Present); and Head of ING USFS Mutual Funds and Investment Products (October 2004 - Present). Formerly, CMO, ING USFS (April 2002 - October 2004); and Head of Rollover/Payout October 2001 - December 2003).




Stanley D. Vyner 7337 East Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 56	Executive Vice President and Chief Investment Risk Officer	Executive Vice President, ING Investments, LLC⁽²⁾(July 2000 - Present) and Chief Investment Risk Officer ING Investments, LLC⁽²⁾(January 2003 - Present). Formerly, Chief Investment Officer of International Investments (August 2000 - January 2003).




Michael J. Roland 7337 East Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 48	Executive Vice President	Head of Mutual Fund Platform (February 2007 - Present); and Executive Vice President, ING Investments, LLC⁽²⁾(December 2001 - Present). Formerly, Head of Product Management (January 2005 - January 2007); Chief Compliance Officer⁽⁴⁾, ING Investments, LLC⁽²⁾and Directed Services LLC (October 2004 - December 2005); Chief Financial Officer and Treasurer, ING Investments, LLC⁽²⁾(December 2001 - March 2005) and Senior Vice President, ING Investments, LLC⁽²⁾(June 1998 - December 2001).




Joseph M. O’Donnell 7337 East Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 52	Chief Compliance Officer	Chief Compliance Officer of the ING Funds (November 2004 - Present) and ING Investments, LLC and Directed Services, LLC⁽⁴⁾(March 2006 - Present) and Executive Vice President of the ING Funds (March 2006 - Present). Formerly, Vice President, Chief Legal Counsel, Chief Compliance Officer and Secretary of Atlas Securities, Inc., Atlas Advisers, Inc. and Atlas Funds (October 2001 - October 2004); and Chief Operating Officer and General Counsel of Matthews International Capital Management LLC and Vice President and Secretary of Matthews International Funds (August 1999 - May 2001).


		Principal Occupation(s)
Name, Address and Age	Position(s) Held with the Sponsor	During the Last Five Years⁽¹⁾

Todd Modic 7337 East Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 38	Senior Vice President	Senior Vice President ING Investments, LLC⁽²⁾and ING Funds Services, LLC⁽³⁾(April 2005 - Present). Formerly, Vice President, ING Funds Services, LLC⁽³⁾(September 2002 - March 2005); and Director of Financial Reporting, ING Investments, LLC⁽²⁾(March 2001 - September 2002).




Robert S. Naka 7337 East Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 43	Executive Vice President and Chief Operating Officer	Executive Vice President and Chief Operating Officer, ING Funds Services, LLC⁽³⁾and ING Investments, LLC⁽²⁾(March 2006 - Present). Formerly, Senior Vice President, ING Investments, LLC⁽²⁾(August 1999 - March 2006); and Assistant Secretary, ING Funds Services, LLC⁽³⁾(October 2001 - Present).




Lydia Homer 7337 E. Doubletree Ranch Road Scottsdale, AZ 85258 Age: 46	Senior Vice President, Chief Financial Officer and Treasurer	Senior Vice President, Chief Financial Officer and Treasurer, ING Investments, LLC⁽²⁾and ING Funds Services, LLC⁽³⁾(April 2005 - Present); and Senior Vice President and Treasurer, ING Funds Distributor, LLC⁽⁵⁾. Formerly, Senior Vice President and Controller, ING Investments, LLC,⁽²⁾ING Funds Services, LLC,⁽³⁾and ING Funds Distributor, LLC⁽⁵⁾(December 14, 2001 - April 2005).




Kimberly A. Anderson 7337 East Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 42	Senior Vice President and Assistant Secretary	Senior Vice President, ING Investments, LLC⁽²⁾(October 2003 - Present). Formerly, Vice President and Assistant Secretary, ING Investments, LLC⁽²⁾(January 2001 - October 2003).




Robyn L. Ichilov 7337 East Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 39	Vice President	Vice President and Treasurer, ING Funds Services, LLC⁽³⁾(October 2001 - Present) and ING Investments, LLC⁽²⁾(August 1997 - Present).




Lauren D. Bensinger 7337 East Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 53	Vice President	Vice President and Chief Compliance Officer, ING Funds Distributor, LLC⁽⁵⁾(July 1995 - Present); and Vice President, ING Investments, LLC ⁽²⁾(February 1996 - Present) and Director of Compliance, ING Investments, LLC⁽²⁾(October 2004 - Present). Formerly Chief Compliance Officer, ING Investments, LLC⁽²⁾(October 2001 - October 2004).




Huey P. Falgout, Jr. 7337 East Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 43	Secretary	Chief Counsel, ING Americas, U.S. Legal Services (September 2003 - Present). Formerly, Counsel, ING Americas, U.S. Legal Services (November 2002 - September 2003); and Associate General Counsel of AIG American General (January 1999 - November 2002).


	Page

Highlights		2




Description of the Trust		2




Financial Highlights		4




How to Purchase Participations		5




How to Redeem Participations		6




Shareholder Services		8




Exchange Privilege		8




Systematic Exchange Privilege		8




Taxation		10




Investment Return		11




Amendment and Termination		12




Resignation, Removal and Limitations on Liability of Sponsor		12




Miscellaneous		13




Nonstandard Investment Return		16




Financial Statements		18


*	Per share data calculated using average number of shares outstanding throughout the period.


(1)	The officers hold office until the next annual meeting of the Trustees and until their successors shall have been elected and qualified.

(2)	ING Investments, LLC was previously named ING Pilgrim Investments, LLC. ING Pilgrim Investments, LLC is the successor in interest to ING Pilgrim Investments, Inc., which was previously known as Pilgrim Investments, Inc. and before that was known as Pilgrim America Investments, Inc.

(3)	ING Funds Services, LLC was previously named ING Pilgrim Group, LLC. ING Pilgrim Group, LLC is the successor in interest to ING Pilgrim Group, Inc., which was previously known as Pilgrim Group, Inc. and before that was known as Pilgrim America Group, Inc.


(4)	Directed Services, LLC is the successor in interest to Directed Services, Inc.



(5)	ING Funds Distributor, LLC is the successor in interest to ING Funds Distributor, Inc., which was previously known as ING Pilgrim Securities, Inc., and before that was known as Pilgrim Securities, Inc., and before that was known as Pilgrim America Securities, Inc.



									VALUE OF PARTICIPATIONS
					Cumulative						Purchased
					Cost of						Through
					Participations		Cumulative				Reinvestment				Purchased
			Amount of		Purchased		Cost				of Distributions				Through
*Year*			Dividends		Through		Including				From Realized				Reinvestment		Net
Ended			Reinvested		Reinvestment		Reinvested		Initially		Gains				of Dividends		Asset
Dec. 31			Semi-Annually		of Dividends		Dividends		Acquired		(Cumulative)		Sub-Total		(Cumulative)		Value


	1941	*		—		—	$	10,000	$	8,799		—	$	8,799		—	$	8,799
	1942			—		—		10,000		9,613		—		9,613		—		9,613
	1943		$	190	$	190		10,190		10,809		—		10,809	$	188		10,997
	1944			192		382		10,382		11,983	$	3		11,986		402		12,388
	1945			215		597		10,597		14,709		464		15,173		682		15,855
	1946			187		784		10,784		13,961		430		14,391		816		15,207
	1947			370		1,154		11,154		14,639		447		15,086		1,141		16,227
	1948			513		1,668		11,668		14,840		718		15,558		1,480		17,038
	1949			509		2,177		12,177		17,113		701		17,814		1,968		19,782
	1950			804		2,980		12,980		19,871		994		20,865		2,779		23,644
	1951			1,012		3,992		13,992		21,659		1,756		23,415		3,674		27,089
	1952			1,054		5,046		15,046		24,356		2,016		26,372		4,901		31,273
	1953			1,217		6,263		16,263		24,849		2,030		26,879		6,149		33,028
	1954			1,378		7,641		17,641		33,779		3,476		37,255		9,475		46,730
	1955			1,599		9,240		19,240		39,164		4,398		43,562		12,349		55,911
	1956			1,790		11,030		21,030		38,511		7,051		45,562		10,475		56,037
	1957			1,910		12,940		22,940		36,268		6,574		42,842		11,496		54,338
	1958			2,134		15,075		25,075		48,925		8,778		57,703		17,710		75,413
	1959			2,184		17,258		27,258		55,426		11,821		67,247		19,992		87,239
	1960			2,416		19,674		29,674		55,782		12,653		68,435		19,772		88,207
	1961			2,697		22,371		32,371		67,126		16,993		84,119		25,757		109,876
	1962			2,926		25,296		35,296		62,396		17,033		79,429		24,446		103,875
	1963			3,243		28,540		38,540		71,467		19,863		91,330		30,711		122,041
	1964			3,553		32,093		42,093		83,001		24,049		107,050		35,865		142,915
	1965			3,855		35,948		45,948		92,523		30,246		122,769		35,623		158,392
	1966			4,571		40,519		50,519		74,713		24,491		99,204		31,774		130,978
	1967			5,060		45,579		55,579		83,121		27,090		110,211		40,165		150,376
	1968			5,573		51,153		61,153		89,160		32,157		121,317		46,879		168,196
	1969			5,915		57,068		67,068		75,017		26,979		101,996		44,536		146,532
	1970			6,009		63,077		73,077		82,621		28,564		111,185		52,500		163,685
	1971			6,190		69,267		79,267		93,454		32,126		125,580		61,694		187,274
	1972			6,585		75,852		85,852		108,913		38,484		147,397		75,949		223,346
	1973			7,371		83,223		93,223		93,151		32,729		125,880		71,868		197,748
	1974			8,196		91,419		101,419		68,448		22,864		91,312		57,376		148,688
	1975			9,139		100,557		110,557		91,498		30,474		121,972		85,413		207,385
	1976			9,666		110,223		120,223		115,461		37,963		153,424		101,306		254,730
	1977			11,237		121,460		131,460		108,466		35,919		144,385		96,397		240,782
	1978			13,283		134,743		144,743		110,210		34,687		144,897		105,738		250,635
	1979			15,804		150,547		160,547		139,110		34,774		173,884		121,307		295,191
	1980			19,369		169,916		179,916		173,026		47,488		220,514		165,362		385,876
	1981			21,822		191,738		201,738		163,070		62,645		225,715		140,698		366,413
	1982			24,452		216,190		226,190		191,554		69,992		261,546		183,359		444,905
	1983			25,923		242,114		252,114		235,913		91,870		327,783		218,649		546,432
	1984			28,926		271,040		281,040		250,855		91,476		342,331		226,566		568,897
	1985			31,808		302,848		312,848		333,623		145,913		479,536		293,217		772,753
	1986			39,216		342,064		352,064		408,170		212,840		621,010		342,608		963,618
	1987			40,394		382,458		392,458		412,599		241,185		653,784		326,728		980,512
	1988			71,268		453,726		463,726		470,438		297,425		767,863		407,155		1,175,018
	1989			45,103		498,829		508,829		583,494		438,476		1,021,970		509,512		1,531,482
	1990			51,303		550,132		560,132		552,346		473,992		1,026,338		440,810		1,467,148
	1991			55,828		605,960		615,960		654,372		558,392		1,212,764		539,190		1,751,954
	1992			55,460		661,420		671,420		700,391		619,341		1,319,732		600,946		1,920,678
	1993			54,505		715,925		725,925		814,945		727,611		1,542,556		715,658		2,258,214
	1994			60,332		776,257		786,257		832,095		759,684		1,591,779		649,069		2,240,848
	1995			61,329		837,586		847,586		1,207,794		998,228		2,206,022		913,513		3,119,535
	1996			64,546		902,132		912,132		1,452,214		1,232,426		2,684,640		1,134,598		3,819,238
	1997			71,379		973,511		983,511		1,794,519		1,785,369		3,579,888		1,121,302		4,701,190
	1998			72,385		1,045,896		1,055,896		1,948,610		1,965,327		3,913,937		1,254,684		5,168,621
	1999			78,614		1,124,510		1,134,210		2,198,244		2,216,745		4,414,989		1,460,590		5,875,579
	2000			83,954		1,208,464		1,218,464		2,110,219		2,102,065		4,212,284		1,373,566		5,585,850
	2001			87,573		1,296,037		1,306,037		2,078,537		2,010,351		4,088,888		1,404,585		5,493,473
	2002			101,940		1,397,977		1,407,977		1,949,478		1,593,186		3,542,664		1,297,329		4,839,993
	2003			118,480		1,516,457		1,526,457		2,404,867		1,963,872		4,368,739		1,726,265		6,095,003
	2004			130,747		1,646,822		1,656,822		2,762,373		2,255,850		5,018,223		2,121,464		7,139,687
	2005			365,027		2,011,849		2,021,849		2,900,523		2,370,102		5,270,625		2,608,734		7,879,358
	2006			174,411		2,186,261		2,196,261		3,409,236		2,789,028		6,198,264		3,255,390		9,453,654


*Year*
Ended			Number of
Dec. 31			Participations


	1941	*		566
	1942			584
	1943			601
	1944			620
	1945			693
	1946			716
	1947			824
	1948			989
	1949			1,176
	1950			1,392
	1951			1,652
	1952			1,845
	1953			1,945
	1954			2,117
	1955			2,243
	1956			3,123
	1957			3,269
	1958			3,406
	1959			3,906
	1960			4,562
	1961			4,881
	1962			5,541
	1963			5,803
	1964			6,452
	1965			8,066
	1966			8,606
	1967			8,948
	1968			9,710
	1969			10,115
	1970			10,957
	1971			11,856
	1972			12,605
	1973			13,123
	1974			14,124
	1975			14,781
	1976			16,914
	1977			18,898
	1978			20,370
	1979			23,931
	1980			26,181
	1981			33,836
	1982			36,772
	1983			42,757
	1984			49,375
	1985			58,251
	1986			69,711
	1987			83,847
	1988			97,918
	1989			111,950
	1990			139,330
	1991			152,079
	1992			165,291
	1993			176,699
	1994			213,211
	1995			227,040
	1996			237,959
	1997			315,940
	1998			329,211
	1999			339,629
	2000			365,566
	2001			374,470
	2002			385,657
	2003			394,004
	2004			401,801
	2005			431,826
	2006			440,271






Assets:




Investments in securities at value (identified cost $246,432,834)			$	396,989,033




Cash				4,427,443




Restricted cash (Note 2)				534,913




Receivables:




	Fund shares sold			378,114




	Dividends and interest			546,551




Prepaid expenses				14,962

		Total assets		402,891,016





Liabilities:




Payable for investment securities purchased				1,264,614




Payable for trust shares repurchased				270,402




Distributions payable				534,913




Accrued Sponsor’s maintenance fees payable				135,719




Payable for custody and accounting fees				11,660




Payable for shareholder reporting expense				14,099




Payable for professional fees				36,207




Payable for transfer agent fees				23,093




Other accrued expenses and liabilities				15,469

		Total liabilities		2,306,176





Net Assets:




Balance applicable to Trust shares at December 31, 2006, equivalent to $21.97 per participation on 18,233,446 participations outstanding			$	400,584,840






Investment Income:




Dividends		$	9,188,396

	Total investment income		9,188,396





Expenses:




Sponsor maintenance fees (Note 4)			1,496,223




Transfer agent fees			142,730




Shareholder reporting expense			53,647




Registration and filing fees			3,103




Professional fees			69,782




Custody and accounting expense (Note 4)			27,740




Miscellaneous expense			44,598

	Total expenses		1,837,823

	Net investment income		7,350,573





Realized and Unrealized Gain on Investments:




Net realized gain on investments			8,797,562




Net change in unrealized appreciation or depreciation on investments			52,410,141

Net realized and unrealized gain on investments			61,207,703

	Increase in net assets resulting from operations	$	68,558,276


		Year Ended			Year Ended
		December 31,			December 31,
		2006			2005

FROM OPERATIONS:




Net investment income		$	7,350,573		$	6,625,185




Net realized gain on investments			8,797,562			5,937,987




Net change in unrealized appreciation or depreciation on investments			52,410,141			19,684,700

	Net increase in net assets resulting from operations		68,558,276			32,247,872





FROM DISTRIBUTIONS TO SHAREHOLDERS:




Net investment income			(7,346,374	)		(6,579,641	)




Net realized gains			—			(2,328,610	)




Return of capital			—			(8,025,977	)

	Total distributions		(7,346,374	)		(16,934,228	)





FROM CAPITAL SHARE TRANSACTIONS:




Net proceeds from sale of shares			37,536,036			104,970,634




Dividends reinvested			6,228,703			14,297,653

			43,764,739			119,268,287




Cost of shares redeemed			(68,358,778	)		(75,481,091	)

Net increase (decrease) in net assets resulting from capital share transactions			(24,594,039	)		43,787,196

Net increase in net assets			36,617,863			59,100,840





NET ASSETS:




Beginning of year			363,966,977			304,866,137

End of year		$	400,584,840		$	363,966,977



		Year Ended December 31,

		2006			2005			2004			2003			2002




Per Share Operating Performance:




Net asset value, beginning of year		$	18.67		$	17.77		$	15.47		$	12.55		$	14.67




Income (loss) from investment operations:




Net investment income		$	0.39	*	$	0.36	*	$	0.32		$	0.32		$	0.27




Net realized and unrealized gain (loss) on investments		$	3.31		$	1.44		$	2.31		$	2.90		$	(2.00	)




Total income (loss) from investment operations		$	3.70		$	1.80		$	2.63		$	3.22		$	(1.73	)




Less distributions/allocations from:




Net investment income		$	0.40		$	0.35			0.32			0.30			0.27




Net realized gain (loss)		$	—		$	0.12			0.01			—			(0.34	)




Income and realized gain included in redemptions		$	—		$	—			—			—			0.00	**




Tax return of capital		$	—		$	0.43		$	—		$	0.00	**	$	0.46




	Total distributions	$	0.40		$	0.90		$	0.33		$	0.30		$	0.39




Net asset value, end of year		$	21.97		$	18.67		$	17.77		$	15.47		$	12.55




Total Return⁽¹⁾			19.98	%		10.36	%		17.14	%		25.93	%		(11.90	)%




Ratios and Supplemental Data:




Net assets, end of year (000’s omitted)		$	400,585		$	363,967			304,866			272,063			237,441




Ratios to average net assets:




Expenses			0.49	%		0.50	%		0.58	%		0.59	%		0.63	%




Net investment income			1.97	%		1.93	%		2.00	%		2.28	%		1.98	%


*	Per share data calculated using average number of shares outstanding throughout the period.


	Prospectus


*	From March 16, 1941.






Capital contributions and non-distributable realized gains retained in principal account		$	249,703,375




Unrealized appreciation in value of securities			150,556,199

Principal account			400,259,574




Income and distributable fund			325,266

	Total net assets	$	400,584,840



		Number of Participations

		Year Ended			Year Ended
		December 31,			December 31,
		2006			2005

Issued on payments from holders			1,883,215			5,664,758




Issued on reinvestment of dividends and distributions			301,107			797,015




Redeemed			(3,442,898	)		(4,126,217	)

	Net increase (decrease)		(1,258,576	)		2,335,556


	•	Aeltus Investment Management, Inc. (a predecessor entity to ING Investment Management Co.) identified two investment professionals who engaged in extensive frequent trading in certain ING Funds. One was subsequently terminated for cause and incurred substantial financial penalties in connection with this conduct and the second has been disciplined.


Securities	Number of Shares		Cost		Market Value

Common Stock: 99.1%




Agriculture: 4.3%




Gallaher Group PLC ADR @ @		189,800	$	7,637,639	$	17,072,510





Chemicals: 11.0%




Dow Chemical Co.		335,767		11,488,127		13,410,534




DuPont EI de Nemours & Co.		189,800		9,917,289		9,245,158




Praxair, Inc.		363,300		10,812,588		21,554,589

				32,218,004		44,210,281





Cosmetics/Personal Care: 5.7%




Procter & Gamble Co.		354,000		15,651,263		22,751,580





Diversified Financial Services: 6.7%




Citigroup, Inc.		483,266		17,533,708		26,917,916





Electric: 7.6%




Ameren Corp.		189,800		8,792,877		10,197,954




Consolidated Edison, Inc.		189,800		8,084,847		9,123,686




NiSource, Inc.		465,208		11,528,898		11,211,513

				28,406,622		30,533,153





Household Products/Wares: 4.1%




Fortune Brands, Inc.		189,800		10,334,388		16,207,022





Media: 2.7%




CBS Corp. — Class B		84,000		2,376,875		2,619,120




Comcast Corp.*		111,722		3,797,415		4,729,192




Viacom		84,000		3,793,155		3,446,520

				9,967,445		10,794,832





Miscellaneous Manufacturing: 10.1%




Eastman Kodak Co.		189,800		8,101,099		4,896,840




General Electric Co.		725,600		18,057,446		26,999,576




Honeywell International, Inc.		189,800		7,315,533		8,586,552

				33,474,078		40,482,968





Office Supplies: 0.2%




Acco Brands Corp.		28,235		605,177		747,380





Oil and Gas: 30.3%




ChevronTexaco Corp.		355,400		15,534,873		26,132,562




ExxonMobil Corp.		1,012,700		31,840,515		77,603,201




Marathon Oil Corp.		189,800		7,445,844		17,556,500

				54,821,232		121,292,263





Retail: 1.0%




Foot Locker, Inc.		189,800		3,902,087		4,162,314





Telecommunications: 0.4%




AT&T Corp.		48,197		1,200,844		1,723,043


*		Non-Income Producing
@ @		Foreign Issuer
ADR		American Depositary Receipt