As filed with the Securities and Exchange Commission on April 27, 2012

Registration No. 2-10694

811-0091

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-6

POST-EFFECTIVE AMENDMENT NO. 54 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, Suite 100

Scottsdale, Arizona 85258

D. Name and address of agent for service:

Huey P. Falgout, Jr.

ING Corporate Leaders Trust Fund

7337 East Doubletree Ranch Road, Suite 100

Scottsdale, Arizona 85258

With a copy to:

Jeffrey S. Puretz, Esq.

Dechert LLP

1775 I Street N.W.

Washington, DC 20006

E. 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, 2011 was filed on March 26, 2012.

F. Approximate date of proposed public offering:

It is proposed that this filing will become effective April 30, 2012 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 Item Number				Form S-6 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 Item Number				Form S-6 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 Item Number				Form S-6 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 Item Number				Form S-6 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 Item Number				Form S-6 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, 2012

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.

Prospectus Dated April 30, 2012

ING Corporate Leaders

Trust Fund

7337 East Doubletree Ranch Road, Suite 100

Scottsdale, Arizona 85258

           Shareholder Services:    (800) 992-0180

24 Hour Account Information:    (800) 992-0180

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-two such corporations including General Electric Co., Procter & Gamble Co., Chevron 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.

Sponsor:	ING Investments, LLC 7337 East Doubletree Ranch Road, Suite 100 Scottsdale, Arizona 85258
Trustee:	The Bank of New York Mellon One Wall Street New York, New York 10286

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.

Read and Retain This Prospectus for Future Reference.

Table of Contents

	Page
Highlights		2
Description of the Trust		2
Financial Highlights		5
How to Purchase Participations		5
How to Redeem Participations		7
Shareholder Services		8
Exchange Privilege		8
Systematic Exchange Privilege		9
Taxation		10
Investment Return		12
Amendment and Termination		12
Resignation, Removal and Limitations on Liability of Sponsor		12
Miscellaneous		13
Nonstandard Investment Return		16
Financial Statements		19

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HIGHLIGHTS

The Trust and Its Objective

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-two such corporations. There can be no assurance that the Trust’s objective will be achieved. See “Description of the Trust” herein.

Public Offering Price

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.

Special Considerations

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

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.

Taxation

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 Indenture

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.

DESCRIPTION OF THE TRUST

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 Mellon) 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

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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 Mellon. 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-two 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 U.S. government, its agencies or instrumentalities, or in repurchase agreements collateralized by such U.S. 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.

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The Trust is invested generally in an equal number of shares of the common stock of a fixed list of twenty-two American corporations. The Trust’s portfolio investments are not managed and are expected to remain fixed. A complete list of the securities held at December 31, 2011 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-two 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.

As a result of the Trust’s assets being concentrated in securities of a particular industry/sector, the Trust may be subject to greater market fluctuations than a fund that has securities representing a broader range of investment alternatives. If securities of the particular industry/sector as a group fall out of favor, the Trust could underperform funds that have greater industry diversification. Because the Trust is not actively managed, the Sponsor may not direct the Trustee to sell or purchase portfolio securities in response to or in anticipation of market fluctuations, as is common in managed investments. As with any investment, there is no guarantee that the performance of the Trust will be positive over any period of time or that you will not lose money.

Please refer to page 27 of the prospectus for a list of the Trust’s portfolio of investments as of December 31, 2011. Please note that on July 1, 2011, the Trust received shares of Marathon Petroleum Corporation as a result of its spinoff from Marathon Oil Corporation. On October 4, 2011, the Trust received shares of Fortune Brands Home & Security, Inc. as a result of its spinoff from Fortune Brands, Inc. As part of the same transaction, Fortune Brands, Inc. renamed itself Beam, Inc. Additionally, effective as of August 10, 2011, the Trust no longer holds shares of Eastman Kodak Co.

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FINANCIAL HIGHLIGHTS

For the years ended December 31, 2003 through December 31, 2011, the information in the table below has been derived from information 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.

Selected data for a participation outstanding throughout each year.

	Years Ended December 31,
	2011			2010			2009			2008			2007			2006			2005			2004			2003			2002
Per Participation Operating Performance:
Net asset value, beginning of year	$	20.29		$	17.34		$	16.11		$	22.98		$	21.97		$	18.67		$	17.77		$	15.47		$	12.55		$	14.67
Income (loss) from investment operations:
Net investment income		0.41			0.34			0.37	*		0.48			0.40	*		0.39	*		0.36	*		0.32			0.32			0.27
Net realized and unrealized gain (loss) on investments		2.07			3.23			1.53			(7.15	)		1.95			3.31			1.44			2.31			2.90			(2.00	)
Total income (loss) from investment operations		2.48			3.57			1.90			(6.67	)		2.35			3.70			1.80			2.63			3.22			(1.73	)
Less distributions/allocations from:
Net investment income		0.36			0.37			0.62			0.20			0.38			0.40			0.35			0.32			0.30			0.27
Net realized gain (loss)		—			0.25			—			0.00	**		0.51			—			0.12			0.01			—			(0.34	)
Income and realized gain included in redemptions		—			—			—			—			—			—			—			—			—			0.00	**
Tax return of capital		0.02			—			0.05			—			0.45			—			0.43			—			0.00	**		0.46
Total distributions/allocations		0.38			0.62			0.67			0.20			1.34			0.40			0.90			0.33			0.30			0.39
Net asset value, end of year	$	22.39		$	20.29		$	17.34		$	16.11		$	22.98		$	21.97		$	18.67		$	17.77		$	15.47		$	12.55
Total Return(1)		12.24	%		21.19	%		12.15	%		(29.25)	%		10.82	%		19.98	%		10.36	%		17.14	%		25.93	%		(11.90	%)
Ratios and Supplemental Data:
Net assets, end of year (000’s omitted)	$	653,514		$	425,663		$	381,010		$	364,244		$	461,324		$	400,585		$	363,967		$	304,866		$	272,063		$	237,441
Ratios to average net assets:
Expenses		0.49	%		0.54	%		0.59	%		0.51	%		0.49	%		0.49	%		0.50	%		0.58	%		0.59	%		0.63	%
Net investment income		1.90	%		1.95	%		2.40	%		2.15	%		1.75	%		1.97	%		1.93	%		2.00	%		2.28	%		1.98	%

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

* Calculated using average number of participations outstanding throughout the period.

** Amount is less than $0.005.

HOW TO PURCHASE PARTICIPATIONS

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

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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:  BNY Mellon Investment Servicing (U.S.) Inc. (formerly PNC Global Investing Servicing (U.S.), Inc.) (the “Transfer Agent”), whose principal office is at 301 Bellevue Parkway, Wilmington, Delaware 19809, 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.

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HOW TO REDEEM PARTICIPATIONS

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 $100,000 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

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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.

SHAREHOLDER SERVICES

Transfer

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.

Systematic Withdrawal Plan

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.

EXCHANGE PRIVILEGE

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.

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SYSTEMATIC EXCHANGE PRIVILEGE

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 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.

The ING Fund currently available for exchange is:

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 U.S. 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.

Telephone Exchange/Redemption Provisions

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

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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.

Tax Sheltered Retirement Plans

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.

Distribution Reinvestment Program

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.

TAXATION

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.

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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 15% rate on long-term capital gains and certain qualifying dividends is currently scheduled to expire after 2012. The following are guidelines for how certain earnings of the Fund are generally taxed to individual taxpayers:

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

• Note that 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 qualifying dividends in order to obtain the benefit of the lower tax rate.

• 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.

For taxable years beginning after December 31, 2012, an additional 3.8% Medicare tax will be imposed on certain net investment income (including dividends, interest and net gains from redemptions or other taxable dispositions of securities held through the Trust) of U.S. individuals, estates and trusts to the extent that such person’s “modified adjusted gross income” (in the case of an individual) or “adjusted gross income” (in the case of an estate or trust) exceeds a threshold amount.

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”).

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.

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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.

INVESTMENT RETURN

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, 2011 is set forth in the following table:

Period	Average Annual Total Return
1 year ended December 31, 2011	12.24%
5 years ended December 31, 2011	3.65%
10 years ended December 31, 2011	7.48%

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 Price Index. Such comparative performance information will be stated in the same terms in which the comparative data and indices are stated.

AMENDMENT AND TERMINATION

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.

RESIGNATION, REMOVAL AND LIMITATIONS ON LIABILITY OF SPONSOR

Sponsor

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

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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.

Trustee

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.

MISCELLANEOUS

Trustee

The Trustee is The Bank of New York Mellon (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, 2011, fees received by The Bank of New York Mellon were $73,061.

Sponsor

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, Suite 100, 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, 2011, ING Investments received fees of $2,170,002.

ING Groep has adopted a formal restructuring plan that was approved by the European Commission in November 2009 under which the ING life insurance businesses, including the retirement services and investment management businesses, which include the Sponsor and its immediate affiliates, would be separated from ING Groep by the end of 2013. To achieve this goal, in a series of announcements beginning November 2010, ING Groep announced that it plans to pursue transactions to restructure certain businesses, including an initial public offering for its U.S. based insurance, retirement services, and investment management operations; and other transactions, which could include an initial public offering or other type of transaction, for its European based insurance and investment management operations and Asian based insurance and investment management operations. There can be no assurance that all or part of the restructuring plan will be carried out.

The restructuring plan and the uncertainty about its implementation, whether implemented through the planned public offerings or through other means, in whole or in part, may be disruptive to the businesses of ING entities, including the ING entities that service the Trust, and may cause, among other things, interruption or reduction of business and services, diversion of management’s attention from day-to-day operations, and loss

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of key employees or customers. A failure to complete the offerings or other means of implementation on favorable terms could have a material adverse impact on the operations of the businesses subject to the restructuring plan. The restructuring plan may result in the Sponsor’s loss of access to services and resources of ING Groep, which could adversely affect its businesses and profitability. Currently, the Sponsor does not anticipate that the restructuring will have a material adverse impact on the Trust or its operations and administration.

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

Name, Address and Age	Position(s) Held with the Sponsor	Principal Occupation(s) During the Last Five Years(1)
Shaun P. Mathews 7337 East Doubletree Ranch Rd., Suite 100 Scottsdale, Arizona 85258 Age: 56	President and Chief Executive Officer	President and Chief Executive Officer, ING Investments, LLC and ING Funds Services, LLC (November 2006 - Present).
Stanley D. Vyner 7337 East Doubletree Ranch Rd., Suite 100 Scottsdale, Arizona 85258 Age: 61	Executive Vice President and Chief Investment Risk Officer	Executive Vice President, ING Investments, LLC (July 2000 - Present) and Chief Investment Risk Officer ING Investments, LLC (January 2003 - Present).
Michael J. Roland 7337 East Doubletree Ranch Rd., Suite 100 Scottsdale, Arizona 85258 Age: 53	Executive Vice President	Chief Compliance Officer, Directed Services LLC and ING Investments, LLC (March 2011 - Present) and Executive Vice President and Chief Operating Officer, ING Investments, LLC and ING Funds Services, LLC (January 2007 - Present). Formerly, Chief Compliance Officer, ING Funds (March 2011 - February 2012).
Lydia Homer 7337 E. Doubletree Ranch Rd., Suite 100 Scottsdale, AZ 85258 Age: 51	Senior Vice President, Chief Financial Officer and Treasurer	Senior Vice President, Chief Financial Officer and Treasurer, ING Investments, LLC and ING Funds Services, LLC (April 2005 - Present); and Senior Vice President and Treasurer, ING Investments Distributor, LLC.
Kimberly A. Anderson 7337 East Doubletree Ranch Rd., Suite 100 Scottsdale, Arizona 85258 Age: 47	Senior Vice President and Assistant Secretary	Senior Vice President, ING Investments, LLC (October 2003 - Present).
Robyn L. Ichilov 7337 East Doubletree Ranch Rd., Suite 100 Scottsdale, Arizona 85258 Age: 44	Vice President	Vice President and Treasurer, ING Funds Services, LLC (November 1995 - Present) and ING Investments, LLC (August 1997 - Present).
Lauren D. Bensinger 7337 East Doubletree Ranch Rd., Suite 100 Scottsdale, Arizona 85258 Age: 58	Vice President	Vice President, ING Investments, LLC and ING Funds Services, LLC (February 1996 - Present); Director of Compliance, ING Investments, LLC (October 2004 - Present); and Vice President and Money Laundering Reporting Officer, ING Investments Distributor, LLC (April 2010 - Present). Formerly, Chief Compliance Officer, ING Investments Distributor, LLC (August 1995 - April 2010).
Huey P. Falgout, Jr. 7337 East Doubletree Ranch Rd., Suite 100 Scottsdale, Arizona 85258 Age: 48	Secretary	Senior Vice President and Chief Counsel, ING Investment Management Co. LLC – ING Funds (March 2010 - Present). Formerly, Chief Counsel, ING Americas, U.S. Legal Services (October 2003 - March 2010).

(1) The officers hold office until their successors shall have been elected and qualified.

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Distributor

The Trustee has appointed ING Investments 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, Suite 100, Scottsdale, Arizona 85258. ING Funds Distributor, LLC receives no financial consideration for its services.

Independent Registered Public Accounting Firm

KPMG LLP serves as the independent registered public accounting firm to the Trust. KPMG LLP provides audit services, tax return preparation and assistance and consultation in connection with review of SEC filings. KPMG LLP is located at Two Financial Center, 60 South Street, Boston, MA 02111.

Privacy Policy

The ING Funds have adopted a policy concerning investor privacy. To review the privacy policy, contact a Shareholder Services Representative at (800) 992-0180, obtain a policy over the internet at www.inginvestment.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.

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IF YOU HAD INVESTED $10,000 71 YEARS AGO

ILLUSTRATION OF AN ASSUMED INVESTMENT OF $10,000

With Income Dividends and Capital Gains Distributions Reinvested

The table below covers the period from March 16, 1941 to December 31, 2011. 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—$318; 2005—$49,885; 2006—None; 2007—$219,134; 2008—$810; 2009—None; 2010—$118,450; 2011—None; Total $2,285,156.

							VALUE OF PARTICIPATIONS
Year Ended Dec. 31	Amount of Dividends Reinvested Semi-Annually		Cumulative Cost of Participations Purchased Through Reinvestment of Dividends		Cumulative Cost Including Reinvested Dividends		Initially Acquired		Purchased Through Reinvestment of Distributions From  Realized Gains (Cumulative)		Sub-Total		Purchased Through Reinvestment of Dividends (Cumulative)		Net Asset Value		Number of Participations
1941*		—		—	$	10,000	$	8,799		—	$	8,799		—	$	8,799		566
1942		—		—		10,000		9,613		—		9,613		—		9,613		584
1943	$	190	$	190		10,190		10,809		—		10,809	$	188		10,997		601
1944		192		382		10,382		11,983	$	3		11,986		402		12,388		620
1945		215		597		10,597		14,709		464		15,173		682		15,855		693
1946		187		784		10,784		13,961		430		14,391		816		15,207		716
1947		370		1,154		11,154		14,639		447		15,086		1,141		16,227		824
1948		513		1,668		11,668		14,840		718		15,558		1,480		17,038		989
1949		509		2,177		12,177		17,113		701		17,814		1,968		19,782		1,176
1950		804		2,980		12,980		19,871		994		20,865		2,779		23,644		1,392
1951		1,012		3,992		13,992		21,659		1,756		23,415		3,674		27,089		1,652
1952		1,054		5,046		15,046		24,356		2,016		26,372		4,901		31,273		1,845
1953		1,217		6,263		16,263		24,849		2,030		26,879		6,149		33,028		1,945
1954		1,378		7,641		17,641		33,779		3,476		37,255		9,475		46,730		2,117
1955		1,599		9,240		19,240		39,164		4,398		43,562		12,349		55,911		2,243
1956		1,790		11,030		21,030		38,511		7,051		45,562		10,475		56,037		3,123
1957		1,910		12,940		22,940		36,268		6,574		42,842		11,496		54,338		3,269
1958		2,134		15,075		25,075		48,925		8,778		57,703		17,710		75,413		3,406
1959		2,184		17,258		27,258		55,426		11,821		67,247		19,992		87,239		3,906
1960		2,416		19,674		29,674		55,782		12,653		68,435		19,772		88,207		4,562
1961		2,697		22,371		32,371		67,126		16,993		84,119		25,757		109,876		4,881
1962		2,926		25,296		35,296		62,396		17,033		79,429		24,446		103,875		5,541
1963		3,243		28,540		38,540		71,467		19,863		91,330		30,711		122,041		5,803
1964		3,553		32,093		42,093		83,001		24,049		107,050		35,865		142,915		6,452
1965		3,855		35,948		45,948		92,523		30,246		122,769		35,623		158,392		8,066
1966		4,571		40,519		50,519		74,713		24,491		99,204		31,774		130,978		8,606
1967		5,060		45,579		55,579		83,121		27,090		110,211		40,165		150,376		8,948
1968		5,573		51,153		61,153		89,160		32,157		121,317		46,879		168,196		9,710
1969		5,915		57,068		67,068		75,017		26,979		101,996		44,536		146,532		10,115
1970		6,009		63,077		73,077		82,621		28,564		111,185		52,500		163,685		10,957
1971		6,190		69,267		79,267		93,454		32,126		125,580		61,694		187,274		11,856
1972		6,585		75,852		85,852		108,913		38,484		147,397		75,949		223,346		12,605
1973		7,371		83,223		93,223		93,151		32,729		125,880		71,868		197,748		13,123
1974		8,196		91,419		101,419		68,448		22,864		91,312		57,376		148,688		14,124
1975		9,139		100,557		110,557		91,498		30,474		121,972		85,413		207,385		14,781
1976		9,666		110,223		120,223		115,461		37,963		153,424		101,306		254,730		16,914
1977		11,237		121,460		131,460		108,466		35,919		144,385		96,397		240,782		18,898
1978		13,283		134,743		144,743		110,210		34,687		144,897		105,738		250,635		20,370
1979		15,804		150,547		160,547		139,110		34,774		173,884		121,307		295,191		23,931
1980		19,369		169,916		179,916		173,026		47,488		220,514		165,362		385,876		26,181
1981		21,822		191,738		201,738		163,070		62,645		225,715		140,698		366,413		33,836
1982		24,452		216,190		226,190		191,554		69,992		261,546		183,359		444,905		36,772
1983		25,923		242,114		252,114		235,913		91,870		327,783		218,649		546,432		42,757
1984		28,926		271,040		281,040		250,855		91,476		342,331		226,566		568,897		49,375
1985		31,808		302,848		312,848		333,623		145,913		479,536		293,217		772,753		58,251
1986		39,216		342,064		352,064		408,170		212,840		621,010		342,608		963,618		69,711
1987		40,394		382,458		392,458		412,599		241,185		653,784		326,728		980,512		83,847
1988		71,268		453,726		463,726		470,438		297,425		767,863		407,155		1,175,018		97,918
1989		45,103		498,829		508,829		583,494		438,476		1,021,970		509,512		1,531,482		111,950
1990		51,303		550,132		560,132		552,346		473,992		1,026,338		440,810		1,467,148		139,330
1991		55,828		605,960		615,960		654,372		558,392		1,212,764		539,190		1,751,954		152,079
1992		55,460		661,420		671,420		700,391		619,341		1,319,732		600,946		1,920,678		165,291
1993		54,505		715,925		725,925		814,945		727,611		1,542,556		715,658		2,258,214		176,699
1994		60,332		776,257		786,257		832,095		759,684		1,591,779		649,069		2,240,848		213,211
1995		61,329		837,586		847,586		1,207,794		998,228		2,206,022		913,513		3,119,535		227,040
1996		64,546		902,132		912,132		1,452,214		1,232,426		2,684,640		1,134,598		3,819,238		237,959
1997		71,379		973,511		983,511		1,794,519		1,785,369		3,579,888		1,121,302		4,701,190		315,940
1998		72,385		1,045,896		1,055,896		1,948,610		1,965,327		3,913,937		1,254,684		5,168,621		329,211
1999		78,614		1,124,510		1,134,210		2,198,244		2,216,745		4,414,989		1,460,590		5,875,579		339,629
2000		83,954		1,208,464		1,218,464		2,110,219		2,102,065		4,212,284		1,373,566		5,585,850		365,566
2001		87,573		1,296,037		1,306,037		2,078,537		2,010,351		4,088,888		1,404,585		5,493,473		374,470
2002		101,940		1,397,977		1,407,977		1,949,478		1,593,186		3,542,664		1,297,329		4,839,993		385,657
2003		118,480		1,516,457		1,526,457		2,404,867		1,963,872		4,368,739		1,726,265		6,095,003		394,004
2004		130,047		1,646,504		1,656,504		2,762,373		2,256,205		5,018,578		2,121,108		7,139,687		401,801
2005		141,479		1,787,983		1,797,983		3,082,995		2,422,917		5,505,912		2,373,446		7,879,358		422,052
2006		170,464		1,958,447		1,968,447		3,628,162		2,851,178		6,479,340		2,974,315		9,453,654		430,307

16

							VALUE OF PARTICIPATIONS
Year Ended Dec. 31	Amount of Dividends Reinvested Semi-Annually		Cumulative Cost of Participations Purchased Through Reinvestment of Dividends		Cumulative Cost Including Reinvested Dividends		Initially Acquired		Purchased Through Reinvestment of Distributions From  Realized Gains (Cumulative)		Sub-Total		Purchased Through Reinvestment of Dividends (Cumulative)		Net Asset Value		Number of Participations
2007		170,749		2,129,196		2,139,196		3,989,782		3,203,990		7,193,772		3,282,768		10,476,540		455,926
2008		90,253		2,219,449		2,229,449		2,796,979		2,246,741		5,043,720		2,368,431		7,412,151		460,126
2009		285,945		2,505,395		2,515,395		3,025,557		2,418,280		5,443,837		2,868,890		8,312,727		480,013
2010		177,865		2,683,259		2,693,259		3,539,563		2,977,230		6,516,793		3,557,401		10,074,194		497,163
2011		178,456		2,861,715		2,871,715		3,918,008		3,285,371		7,203,379		4,103,895		11,307,275		505,688

*  From March 16, 1941.

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.

17

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Participation Holders and Trustee

ING Corporate Leaders Trust Fund

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of ING Corporate Leaders Trust Fund — Series “B”, a series of ING Corporate Leaders Trust Fund, as of December 31, 2011, and the related statement of operations for the year then ended, the statement 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 five-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.

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 audit 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, 2011 by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. 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 present fairly, in all material respects, the financial position of ING Corporate Leaders Trust Fund — Series “B” as of December 31, 2011, 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.

Boston, Massachusetts

February 17, 2012

18

ING CORPORATE LEADERS TRUST FUND

STATEMENT OF ASSETS AND LIABILITIES as of December 31, 2011

Assets:
Investments in securities at value (identified cost $482,963,449)	$	643,017,671
Cash (Note 2)		11,709,693
Receivables:
Participations sold		8,183,241
Dividends		830,127
Prepaid expenses		44,117
Total assets		663,784,849
Liabilities:
Payable for investment securities purchased		7,467,991
Payable for participations redeemed		1,400,456
Distributions payable		1,117,714
Accrued Sponsor’s maintenance fees payable		209,367
Payable for custody and accounting fees		25,258
Payable for shareholder reporting expense		23,474
Other accrued expenses and liabilities		26,958
Total liabilities		10,271,218
Net Assets:
Balance applicable to participations at December 31, 2011, equivalent to $22.39 per participation on 29,188,744 participations outstanding	$	653,513,631

See Accompanying Notes to Financial Statements

19

ING CORPORATE LEADERS TRUST FUND

STATEMENT OF OPERATIONS for the Year Ended December 31, 2011

Investment Income:
Dividends	$	12,975,986
Total investment income		12,975,986
Expenses:
Sponsor maintenance fees (Note 4)		2,170,002
Transfer agent fees		217,039
Shareholder reporting expense		51,665
Registration and filing fees		70,201
Professional fees		91,173
Custody and accounting expense (Note 4)		73,061
Miscellaneous expense		2,625
Total expenses		2,675,766
Net investment income		10,300,220
Realized and Unrealized Gain (loss) on Investments:
Net realized loss on investments		(24,724	)
Net change in unrealized appreciation on investments		47,261,669
Net realized and unrealized gain on investments		47,236,945
Increase in net assets resulting from operations	$	57,537,165

See Accompanying Notes to Financial Statements

20

ING CORPORATE LEADERS TRUST FUND

STATEMENTS OF CHANGES IN NET ASSETS

	Year Ended December 31, 2011			Year Ended December 31, 2010
FROM OPERATIONS:
Net investment income	$	10,300,220		$	7,348,027
Net realized gain(loss) on investments		(24,724	)		25,258,799
Net change in unrealized appreciation or depreciation on investments		47,261,669			40,954,852
Increase in net assets resulting from operations		57,537,165			73,561,678
FROM DISTRIBUTIONS TO PARTICIPATIONS:
Net investment income		(9,767,131	)		(7,507,173	)
Net realized gains		—			(4,992,762	)
Return of capital		(721,655	)		—
Total distributions		(10,488,786	)		(12,499,935	)
FROM PARTICIPATION TRANSACTIONS:
Net proceeds from sale of participations		291,162,767			54,659,883
Reinvestment of distributions		8,647,502			10,576,710
		299,810,269			65,236,593
Cost of participations redeemed		(119,008,332	)		(81,644,939	)
Net increase (decrease) in net assets resulting from participation transactions		180,801,937			(16,408,346	)
Net increase in net assets		227,850,316			44,653,397
NET ASSETS:
Beginning of year		425,663,315			381,009,918
End of year	$	653,513,631		$	425,663,315

See Accompanying Notes to Financial Statements

21

ING CORPORATE LEADERS TRUST FUND

FINANCIAL HIGHLIGHTS

Selected data for a participation outstanding throughout each year.

	Year Ended December 31,
	2011			2010			2009			2008			2007
Per Participation Operating Performance:
Net asset value, beginning of year	$	20.29		$	17.34		$	16.11		$	22.98		$	21.97
Income (loss) from investment operations:
Net investment income	$	0.41		$	0.34		$	0.37	*	$	0.48		$	0.40	*
Net realized and unrealized gain (loss) on investments	$	2.07		$	3.23		$	1.53		$	(7.15	)	$	1.95
Total income (loss) from investment operations	$	2.48		$	3.57		$	1.90		$	(6.67	)	$	2.35
Less distributions/allocations from:
Net investment income	$	0.36		$	0.37		$	0.62		$	0.20		$	0.38
Net realized gains	$	—		$	0.25		$	—		$	0.00	**	$	0.51
Tax return of capital	$	0.02		$	—		$	0.05		$	—		$	0.45
Total distributions/allocations	$	0.38		$	0.62		$	0.67		$	0.20		$	1.34
Net asset value, end of year	$	22.39		$	20.29		$	17.34		$	16.11		$	22.98
Total Return(1)		12.24	%		21.19	%		12.15	%		(29.25	)%		10.82	%
Ratios and Supplemental Data:
Net assets, end of year (000’s)	$	653,514		$	425,663		$	381,010		$	364,244		$	461,324
Ratios to average net assets:
Expenses		0.49	%		0.54	%		0.59	%		0.51	%		0.49	%
Net investment income		1.90	%		1.95	%		2.40	%		2.15	%		1.75	%

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

* Calculated using average number of participations outstanding throughout the period.

** Amount is less than $0.005.

See Accompanying Notes to Financial Statements

22

ING CORPORATE LEADERS TRUST FUND

NOTES TO FINANCIAL STATEMENTS

as of December 31, 2011

NOTE 1 — NATURE OF BUSINESS AND BASIS OF PRESENTATION

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 commenced operations in 1941 as a series of the Trust, which was created under a Trust Indenture dated November 18, 1935, as amended.

The Trust is comprised of a Trust Fund (“Trust Fund”) and a Distributive Fund (“Distributive Fund”). The Trust Fund is composed of stock units, each unit consisting of one share of common stock of each of the twenty-one corporations (except with respect to shares received from spin-offs or mergers 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 Bank of New York Mellon (“the Trustee”) serving as Trustee for the Trust, 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 U.S. government, its agencies or instrumentalities, or in repurchase agreements collateralized by such U.S. 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 unless the participant has elected to receive his distribution in cash.

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES

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

A. Valuation of Securities.    All investments in securities are recorded at their estimated fair value, as described below. 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. Portfolio securities reported by NASDAQ will be valued at NASDAQ Official Closing Price on the valuation day. Investments in securities maturing in 60 days or less are valued at amortized cost which approximates market value.

Fair value is defined as the price that the Trust would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. Each investment asset or liability of the Trust is assigned a level at measurement date based on the significance and source

23

ING CORPORATE LEADERS TRUST FUND

NOTES TO FINANCIAL STATEMENTS

as of December 31, 2011 (Continued)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

of the inputs to its valuation. Quoted prices in active markets for identical securities are classified as “Level 1,” inputs other than quoted prices for an asset or liability that are observable are classified as “Level 2” and unobservable inputs, including the sub-adviser’s judgment about the assumptions that a market participant would use in pricing an asset or liability are classified as “Level 3.” The inputs used for valuing securities are not necessarily an indication of the risks associated with investing in those securities. A table summarizing the Trust’s investments under these levels of classification is included following the Portfolio of Investments. For the year ended December 31, 2011, there have been no significant changes to the fair valuation methodologies.

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. Management has considered the sustainability of the Trust’s tax positions taken on federal income tax returns for all open tax years in making this determination. At December 31, 2011, the cost of the Trust’s portfolio of investments for tax purposes was $482,963,449.

As of December 31, 2011, the tax basis net unrealized appreciation of portfolio securities was $160,054,222, comprised of unrealized appreciation of $171,514,219 and unrealized depreciation of $11,459,997.

As of December 31, 2011, no provision for income tax would be required in the Trust’s financial statements as a result of tax positions taken on federal and state income tax returns for open tax years. The Trust’s federal and state income and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state department of revenue.

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. Security Transactions & Revenue Recognition.    Cost of the investment securities, as well as realized security gains and losses are based on the identified average cost basis. 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, management considers the risk of loss from such claims remote.

⁽¹⁾  A portion of this dividend was taxable in 2008 and was reported as such on the shareholder’s Form 1041.

24

ING CORPORATE LEADERS TRUST FUND

NOTES TO FINANCIAL STATEMENTS

as of December 31, 2011 (Continued)

NOTE 3 — DISTRIBUTIONS/ALLOCATIONS

For the year ended December 31, 2011, distributions from net investment income were $9,767,131, equivalent to $0.36 per participation. For the year ended December 31, 2010, distributions from net investment income were $7,507,173, equivalent to $0.37 per participation.

For the year ended December 31, 2011, there were no distributions of net realized gains. For the year ended December 31, 2010, the distributions of net realized gains were $4,992,762 equivalent to $0.25 per participation.

For the year ended December 31, 2011, the distributions from tax return of capital were $721,655 equivalent to $0.02 per participation. For the year ended December 31, 2010, there were no distributions of tax return of capital.

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 Trust Fund.

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.

NOTE 4 — TRUSTEE, SPONSOR AND OTHER RELATED PARTY FEES

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 $73,061 for the year ended December 31, 2011.

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.

NOTE 5 — INVESTMENT TRANSACTIONS

For the year ended December 31, 2011, the cost of purchases and proceeds of sales of investment securities were $186,761,768 and $13,190,799 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.

NOTE 6 — SOURCE OF NET ASSETS

As of December 31, 2011, the Trust’s net assets were comprised of the following amounts:

Capital contributions and non-distributable realized gains retained in Trust Fund	$	484,686,981
Net unrealized appreciation in value of securities		160,054,222
Trust Fund		644,741,203
Distributable fund		8,772,428
Total net assets	$	653,513,631

25

ING CORPORATE LEADERS TRUST FUND

NOTES TO FINANCIAL STATEMENTS

as of December 31, 2011 (Continued)

NOTE 7 — PARTICIPATIONS ISSUED AND REDEEMED

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

	Number of Participations
	Year Ended December 31, 2011			Year Ended December 31, 2010
Issued on payments from holders		13,407,253			2,921,338
Issued on reinvestment of dividends and distributions/allocations		385,916			612,402
Redeemed		(5,586,919	)		(4,521,463	)
Net increase (decrease)		8,206,250			(987,723	)

NOTE 8 — SUBSEQUENT EVENTS

The Trust has evaluated events occurring after the Statement of Assets and Liabilities date (subsequent events) to determine whether any subsequent events necessitated adjustment to or disclosure in the financial statements. No such subsequent events were identified.

26

ING CORPORATE LEADERS TRUST FUND, SERIES B

PORTFOLIO OF INVESTMENTS as of December 31, 2011

Securities	Shares		Value		Percent of Net Assets
COMMON STOCK: 98.4%
Consumer Discretionary: 6.6%
CBS Corp. — Class B		320,438	$	8,696,687		1.3
Comcast Corp. — Class A		406,121		9,629,129		1.5
Foot Locker, Inc.		426,238		10,161,514		1.6
Viacom — Class B		320,438		14,551,090		2.2
				43,038,420		6.6
Consumer Staples: 9.4%
Beam, Inc.		426,238		21,836,173		3.4
Procter & Gamble Co.		590,438		39,388,119		6.0
				61,224,292		9.4
Energy: 30.4%
Chevron Corp.		591,838		62,971,563		9.6
ExxonMobil Corp.		1,251,138		106,046,457		16.2
Marathon Oil Corp.		620,538		18,163,147		2.8
Marathon Petroleum Corp.		342,319		11,395,800		1.8
				198,576,967		30.4
Financials: 8.5%
@Berkshire Hathaway, Inc.		729,730		55,678,399		8.5
Industrials: 18.1%
@Fortune Brands Home & Security, Inc.		426,238		7,258,833		1.1
General Electric Co.		962,038		17,230,101		2.6
Honeywell International, Inc.		426,238		23,166,035		3.5
Union Pacific Corp.		669,138		70,888,480		10.9
				118,543,449		18.1
Materials: 15.3%
Dow Chemical Co.		572,205		16,456,616		2.5
EI Du Pont de Nemours & Co.		426,238		19,513,175		3.0
Praxair, Inc.		599,738		64,111,992		9.8
				100,081,783		15.3
Telecommunications: 1.3%
AT&T, Inc.		284,635		8,607,362		1.3
Utilities: 8.8%
Ameren Corp.		426,238		14,121,265		2.2
Consolidated Edison, Inc.		426,238		26,439,543		4.0
NiSource, Inc.		701,646		16,706,191		2.6
				57,266,999		8.8
Total Common Stock (Cost $482,963,449)				643,017,671		98.4
Assets in Excess of Other Liabilities				10,495,960		1.6
Net Assets			$	653,513,631		100.0

@ Non-income producing security

Cost for federal income tax purposes is $482,963,449.

27

Net unrealized appreciation consists of:
Gross Unrealized Appreciation	$	171,514,219
Gross Unrealized Depreciation		(11,459,997	)
Net Unrealized Appreciation	$	160,054,222

Fair Value Measurements^

The following is a summary of the fair valuations according to the inputs used as of December 31, 2011 in valuing the assets and liabilities:

	Quoted Prices in Active Markets for Identical Investments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Fair Value at 12/31/2011
Asset Table
Investments, at value
Common Stock*	$	643,017,671	$	—	$	—	$	643,017,671
Total Investments, at value	$	643,017,671	$	—	$	—	$	643,017,671

^ See Note 2, “Significant Accounting Policies” in the Notes to Financial Statements for additional information.

* For further breakdown of Common Stock by Industry type, please refer to the Portfolio of Investments.

There were no significant transfers between Level 1 and 2 during the year ending December 31, 2011.

See Accompanying Notes to Financial Statements

28

DIRECTOR/TRUSTEE AND OFFICER INFORMATION (Unaudited)

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

29

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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:

ING Funds

7337 East Doubletree Ranch Road, Suite 100

Scottsdale, AZ 85258-2034

1-800-992-0180

Or visit our website at www.inginvestment.com

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 at 100 F Street, NE Washington, D.C. 20549-1520 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:

U.S. Securities and Exchange Commission

Public Reference Section

100 F Street, NE

Washington, DC 20549

or at the e-mail address:

publicinfo@sec.gov

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.

PRO-CLTB (0412-043012)

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 U.S. 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 31 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. 54 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Scottsdale and State of Arizona, on the 27th day of April, 2012.

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 Trustee

ING Corporate Leaders Trust Fund

We consent to the use of our report dated February 17, 2012, included herein, on ING Corporate Leaders Trust Fund — Series “B”, a series of ING Corporate Leaders Trust Fund, and to the references to our firm under the headings “Financial Highlights” and “Independent Registered Public Accounting Firm.”

/s/ KPMG LLP

Boston, Massachusetts

April 27, 2012