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Prospectus
FEBRUARY 29, 2008

Class A, Class B and Class C

GLOBAL EQUITY FUNDS
[|] ING Global Equity Dividend Fund
[|] ING Global Natural Resources Fund
[|] ING Global Real Estate Fund
[|] ING Global Value Choice Fund

INTERNATIONAL EQUITY FUNDS
[|] ING Asia-Pacific Real Estate Fund
[|] ING Disciplined International SmallCap Fund
[|] ING Emerging Countries Fund
[|] ING European Real Estate Fund
[|] ING Foreign Fund
[|] ING Greater China Fund

[|] ING Index Plus International Equity Fund
[|] ING International Capital Appreciation Fund
[|] ING International Equity Dividend Fund
[|] ING International Growth Opportunities Fund
[|] ING International Real Estate Fund
[|] ING International SmallCap Multi-Manager Fund (formerly, ING International
    SmallCap Fund)
[|] ING International Value Fund
[|] ING International Value Choice Fund
[|] ING International Value Opportunties Fund
[|] ING Russia Fund

GLOBAL AND INTERNATIONAL FIXED INCOME FUNDS
[|] ING Emerging Markets Fixed Income Fund
[|] ING Global Bond Fund

This Prospectus contains important information about investing in Class A, Class
B and Class C shares of certain ING Funds. 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 Funds will achieve their investment objectives. 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.
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MUTUAL FUNDS
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                                                                  WHAT'S INSIDE
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       INVESTMENT
       OBJECTIVE
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       PRINCIPAL
       INVESTMENT
       STRATEGIES
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       RISKS

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       HOW THE
       FUND HAS
       PERFORMED
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       WHAT YOU
       PAY TO
       INVEST

These pages contain a description of each of our Funds included in this
Prospectus, including each Fund's investment objective, principal investment
strategies and risks.

You'll also find:

HOW THE FUND HAS PERFORMED. A chart that shows each Fund's financial performance
for the past ten years (or since inception, if shorter).

WHAT YOU PAY TO INVEST. A list of the fees and expenses you pay - both directly
and indirectly - when you invest in a Fund.

INTRODUCTION TO THE FUNDS                                                      1
FUNDS AT A GLANCE                                                              2
GLOBAL EQUITY FUNDS
ING Global Equity Dividend Fund                                                4
ING Global Natural Resources Fund                                              6
ING Global Real Estate Fund                                                    8
ING Global Value Choice Fund                                                  10
INTERNATIONAL EQUITY FUNDS
ING Asia-Pacific Real Estate Fund                                             12
ING Disciplined International SmallCap Fund                                   14
ING Emerging Countries Fund                                                   16
ING European Real Estate Fund                                                 18
ING Foreign Fund                                                              20
ING Greater China Fund                                                        22
ING Index Plus International Equity Fund                                      24
ING International Capital Appreciation Fund                                   26
ING International Equity Dividend Fund                                        28
ING International Growth Opportunities Fund                                   30
ING International Real Estate Fund                                            32
ING International SmallCap Multi-Manager Fund                                 34
ING International Value Fund                                                  36
ING International Value Choice Fund                                           38
ING International Value Opportunities Fund                                    40
ING Russia Fund                                                               42
GLOBAL AND INTERNATIONAL FIXED-INCOME FUNDS
ING Emerging Markets Fixed Income Fund                                        44
ING Global Bond Fund                                                          46
WHAT YOU PAY TO INVEST                                                        48
SHAREHOLDER GUIDE                                                             56
MANAGEMENT OF THE FUNDS                                                       67
MORE INFORMATION ABOUT RISKS                                                  79
DIVIDENDS, DISTRIBUTIONS AND TAXES                                            84
FINANCIAL HIGHLIGHTS                                                          86
WHERE TO GO FOR MORE INFORMATION                                      Back Cover


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INTRODUCTION TO THE FUNDS
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Risk is the potential that your investment will lose money or not earn as much
as you hope. All mutual funds have varying degrees of risk, depending on the
securities in which they invest. Please read this Prospectus carefully to be
sure you understand the principal investment strategies and risks associated
with each of our Funds. You should consult the Statement of Additional
Information ("SAI") for a complete list of the investment strategies and risks.

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If you have any questions about the Funds, please call your investment
professional or us at 1-800-992-0180.

This Prospectus is designed to help you make informed decisions about your
investments.

GLOBAL EQUITY FUNDS

ING offers Global Equity Funds that emphasize a growth approach to global
investing. These Funds focus on total return or long-term capital appreciation
by investing primarily in equity securities of companies throughout the world,
including the United States.

     They may be suitable investments if you:

     .    are investing for the long-term - at least several years;
     .    are looking for exposure to global markets and/or global real estate
          or natural resources industries;

     .    are willing to accept higher risk in exchange for the potential for
          long-term growth; and

     .    are seeking dividend income in addition to capital growth (ING Global
          Equity Dividend Fund only).

INTERNATIONAL EQUITY FUNDS

ING offers International Equity Funds that emphasize a growth approach to
international investing, as well as International Equity Funds that apply the
technique of "value investing." These Funds focus on long-term growth or total
return consisting of capital appreciation and current income by investing
primarily in foreign equities.

     They may be suitable investments if you:

     .    are investing for the long-term - at least several years;


     .    are looking for exposure to international markets and/or Asia-Pacific
          or European real estate industries;
     .    are willing to accept higher risk in exchange for the potential for
          long-term growth; and


     .    are seeking dividend income in addition to capital growth (ING
          International Equity Dividend Fund only)

GLOBAL AND INTERNATIONAL FIXED-INCOME FUNDS

ING Emerging Markets Fixed Income Fund seeks to maximize total return. The Fund
focuses on long-term growth by investing primarily in debt securities of
emerging market countries.

ING Emerging Markets Fixed Income Fund may be a suitable investment if you:

     .    want both regular income and the potential for capital appreciation;
     .    are looking for exposure to emerging market countries; and
     .    are willing to accept higher risk in exchange for the potential for
          long-term growth.

ING Global Bond Fund seeks to maximize total return through a combination of
current income and capital appreciation. The Fund invests primarily in global
fixed-income securities.

     ING Global Bond Fund may be a suitable investment if you:

     .    want both regular income and the potential for capital appreciation;
     .    are looking for exposure to foreign and U.S. fixed-income securities;
          and
     .    are willing to accept higher risk in exchange for the potential for
          total return.

1   Introduction to the Funds


FUNDS AT A GLANCE
--------------------------------------------------------------------------------

     This table is a summary of the investment objective, main investments and
     main risks of each Fund. It is designed to help you understand the
     differences between the Funds, the main risks associated with each, and how
     risk and investment objectives relate. This table is only a summary. You
     should read the complete descriptions of each Fund's investment objective,
     principal investment strategies and risks, which begin on page 4.


                FUND
--------------------------------------------------------------------------------
GLOBAL EQUITY     ING Global Equity Dividend Fund
FUNDS           Adviser: ING Investments, LLC
                Sub-Adviser: ING Investment Management Advisors B.V.
                  ING Global Natural Resources Fund
                Adviser: ING Investments, LLC
                Sub-Adviser: ING Investment Management Co.
                  ING Global Real Estate Fund
                Adviser: ING Investments, LLC
                Sub-Adviser: ING Clarion Real Estate Securities L.P.
                  ING Global Value Choice Fund
                Adviser: ING Investments, LLC
                Sub-Adviser: Tradewinds Global Investors, LLC
INTERNATIONAL     ING Asia-Pacific Real Estate Fund
EQUITY FUNDS    Adviser: ING Ivestments, LLC
                Sub-Adviser: ING Clarion Real Estate Securities L.P.
                  ING Disciplined International SmallCap Fund
                Adviser: ING Investments, LLC
                Sub-Adviser: ING Investment Management Co.
                  ING Emerging Countries Fund
                Adviser: ING Investments, LLC
                Sub-Adviser: Brandes Investment Partners, L.P.
                  ING European Real Estate Fund
                Adviser: ING Investments, LLC
                Sub-Adviser: ING Clarion Real Estate Securities L.P.
                  ING Foreign Fund
                Adviser: ING Investments, LLC
                Sub-Adviser: Julius Baer Investment Management LLC
                  ING Greater China Fund
                Adviser: ING Investments, LLC
                Sub-Adviser: ING Investment Management Asia/Pacific (Hong Kong)
                Limited
                  ING Index Plus International Equity Fund
                Adviser: ING Investments, LLC
                Sub-Adviser: ING Investment Management Advisors B.V.
                  ING International Capital Appreciation Fund
                Adviser: ING Investments, LLC
                Sub-Adviser: Hansberger Global Investors, Inc.
                  ING International Equity Dividend Fund
                Adviser: ING Investments, LLC
                Sub-Adviser: ING Investment Management Advisors B.V.
                  ING International Growth Opportunities Fund
                Adviser: ING Investments, LLC
                Sub-Adviser: ING Investment Management Co.
                  ING International Real Estate Fund
                Adviser: ING Investment, LLC
                Sub-Adviser: ING Clarion Real Estate Securities L.P.
                  ING International SmallCap Multi-Manager Fund
                Adviser: ING Investments, LLC
                Sub-Adviser: Acadian Asset Management LLC
                Sub-Adviser: Batterymarch Financial Management, Inc.
                Sub-Adviser: Schroder Investment Management North America, Inc.
                  ING International Value Fund
                Adviser: ING Investments, LLC
                Sub-Adviser: Brandes Investment Partners, L.P.
                  ING International Value Choice Fund
                Adviser: ING Investments, LLC
                Sub-Adviser: Tradewinds Global Investors, LLC
                  ING International Value Opportunities Fund
                Adviser: ING Investments, LLC
                Sub-Adviser: ING Investment Management Advisors, B.V.
                  ING Russia Fund
                Adviser: ING Investments, LLC
                Sub-Adviser: ING Investment Management Advisors B.V.

GLOBAL AND        ING Emerging Markets Fixed Income Fund
INTERNATIONAL   Adviser: ING Investments, LLC
FIXED-INCOME    Sub-Adviser: ING Investment Management Advisors B.V.
FUNDS
                  ING Global Bond Fund
                Adviser: ING Investments, LLC
                Sub-Adviser: ING Investment Management Co.

                INVESTMENT OBJECTIVE
---------------------------------------------------------------------------------------
GLOBAL EQUITY     Growth of capital with dividend income as a secondary
FUNDS           consideration.
                  Long-term capital appreciation.
                  High total return consisting of capital appreciation and current
                income.
                  Long-term capital appreciation.
INTERNATIONAL     High total return, consisting of capital appreciation and current
EQUITY FUNDS    income.
                  Long-term capital appreciation.
                  Maximum long-term capital appreciation.
                  High total return, consisting of capital appreciation and current
                income.
                  Long-term growth of capital.
                  Long-term capital appreciation.
                  Outperform the total return performance of the Morgan Stanley
                Capital International Europe, Australasia and Far East Index
                ("MSCI EAFE(Reg. TM) Index") while maintaining a market level of risk.
                  Capital appreciation.
                  Growth of capital with dividend income as a secondary
                consideration.
                  Long-term growth of capital through investment in equity
                securities and equity equivalents of companies outside the U.S.
                  High total return.
                  Maximum long-term capital appreciation.
                  Long-term capital appreciation.
                  Long-term capital appreciation.
                  Long-term capital appreciation.
                  Long-term capital appreciation through investment primarily in
                equity securities of Russian companies.
GLOBAL AND        Maximize total return.
INTERNATIONAL
FIXED-INCOME
FUNDS
                  Maximize total return through a combination of current income
                and capital appreciation.


2  Funds at a Glance


                                                              FUNDS AT A GLANCE
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MAIN INVESTMENTS                                             MAIN RISKS
--------------------------------------------------------------------------------------------------------------

Equity securities of dividend paying companies       Price volatility, liquidity and other risks that
located in a number of different countries around    accompany an investment in foreign equity securities of
the world, which may include the U.S.                dividend paying companies. May be sensitive to currency
                                                     exchange rates, international, political and economic
                                                     conditions and other risks that also affect foreign
                                                     securities.

Equity securities of companies in the natural        Price volatility due to non-diversification and
resources industries, including commodities.         concentration of assets in equity securities of companies
                                                     in the natural resources industries and commodities. May
                                                     be sensitive to currency exchange rates, international,
                                                     political and economic conditions and other risks that
                                                     also affect foreign securities.

Equity securities of companies that are              Price volatility, liquidity and other risks that
principally engaged in the real estate industry.     accompany an investment in global real estate equities.
                                                     Price volatility due to non-diversification of
                                                     investments. May be sensitive to currency exchange rates,
                                                     international, political and economic conditions and
                                                     other risks that also affect foreign securities.

Equity securities of companies located in a number   Price volatility, liquidity and other risks that
of different countries around the world, which may   accompany an investment in value-oriented foreign
include the U.S., believed to have prices below      equities. May be sensitive to currency exchange rates,
their long-term value. Equity securities of real     international, political and economic conditions and
estate companies located in the Asia-Pacific         other risks that also affect foreign securities. Price
region.                                              volatility, liquidity and other risks that accompany an
                                                     investment in Asia-Pacific real estate equities. Price
                                                     volatility due to non-diversification of investments. May
                                                     be sensitive to currency exchange rates, international,
                                                     political and economic conditions and other risks that
                                                     also affect foreign securities.

Equity securities of smaller-capitalized companies   Price volatility, liquidity and other risks that
outside of the U.S.                                  accompany an investment in equity securities of foreign,
                                                     smaller capitalized companies. May be sensitive to
                                                     currency exchange rates, international, political and
                                                     economic conditions and other risks that also affect
                                                     foreign securities.

Equity securities of issuers located in a number     Price volatility, liquidity and other risks that
of different countries with emerging securities      accompany an investment in equities of issuers with
markets believed to have prices below their          emerging securities markets. May be sensitive to currency
long-term value.                                     exchange rates, international, political and economic
                                                     conditions and other risks that also affect foreign
                                                     securities.

Equity securities of real estate companies located   Price volatility, liquidity and other risks that
in Europe.                                           accompany an investment in European real estate equities.
                                                     Price volatility due to non-diversification of
                                                     investments. May be sensitive to currency exchange rates,
                                                     international, political and economic conditions and
                                                     other risks that also affect foreign securities.

Equity securities tied economically to countries     Price volatility, liquidity, high-yield debt securities,
outside the U.S.                                     derivatives and other risks that accompany an investment
                                                     in equities of foreign companies. May be sensitive to
                                                     currency exchange rates, international, political and
                                                     economic conditions and other risks that also affect
                                                     foreign securities.

Equity and equity-related securities of issuers in   Price volatility, liquidity, derivatives and other risks
the Greater China Region.                            that accompany an investment in equities of issuers in
                                                     the Greater China region. Price volatility due to
                                                     non-diversification of investments. May be sensitive to
                                                     currency exchange rates, international, political and
                                                     economic conditions and other risks that also affect
                                                     foreign securities.

Equity securities included in the MSCI EAFE(Reg.     Price volatility, liquidity, derivatives and other risks
TM) Index.                                           that accompany an investment in foreign equities. May be
                                                     sensitive to currency exchange rates, international,
                                                     political and economic conditions and other risks that
                                                     also affect foreign securities.

Equity securities of companies located in a number   Price volatility, liquidity and other risks that
of different countries, other than the U.S.          accompany an investment in equity securities of companies
                                                     located in a number of different countries, other than
                                                     the U.S. May be sensitive to currency exchange rates,
                                                     international, political and economic conditions and
                                                     other risks that also affect foreign securities.

Equity securities of dividend paying companies       Price volatility, liquidity and other risks that
located in a number of different countries around    accompany an investment in foreign equity securities of
the world, other than the U.S.                       dividend paying companies. May be sensitive to currency
                                                     exchange rates, international, political and economic
                                                     conditions and other risks that also affect foreign
                                                     securities.

Equity securities and equity equivalents of          Price volatility, liquidity and other risks that
companies outside of the U.S.                        accompany an investment in foreign equities. May be
                                                     sensitive to currency exchange rates, international,
                                                     political and economic conditions and other risks that
                                                     also affect foreign securities.

Equity securities of companies that are              Price volatility, liquidity and other risks that
principally engaged in the real estate industry.     accompany an investment in international real estate
                                                     equities. Price volatility due to non-diversification of
                                                     investments. May be sensitive to currency exchange rates,
                                                     international, political and economic conditions and
                                                     other risks that also affect foreign securities.

Equity securities of smaller capitalized companies   Price volatility, liquidity and other risks that
in countries outside of the U.S.                     accompany an investment in equity securities of foreign,
                                                     smaller capitalized companies. May be sensitive to
                                                     currency exchange rates, international, political and
                                                     economic conditions and other risks that also affect
                                                     foreign securities.

Equity securities of issuers located in countries    Price volatility, liquidity and other risks that
outside the U.S., believed to have prices below      accompany an investment in value-oriented foreign
their long-term value.                               equities. May be sensitive to currency exchange rates,
                                                     international, political and economic conditions and
                                                     other risks that also affect foreign securities.

Equity securities of issuers located in countries    Price volatility, liquidity, derivatives and other risks
outside the U.S., believed to offer good value.      that accompany an investment in value-oriented foreign
                                                     equities. May be sensitive to currency exchange rates,
                                                     international political and economic conditions and other
                                                     risks that also affect foreign securities.

Equity securities of issuers located in countries    Price volatility, liquidity and other risks that
outside the U.S., believed to have prices below      accompany an investment in value-oriented foreign
their long-term value.                               equities. May be sensitive to currency exchange rates,
                                                     international political and economic conditions and other
                                                     risks that also affect foreign securities.

Equity securities of Russian companies.              Risk due to extremely volatile and often illiquid nature
                                                     of the Russian securities markets, and price volatility
                                                     due to non-diversification of investments. Particularly
                                                     sensitive to Russian political and economic conditions,
                                                     currency exchange rates, and other risks that affect
                                                     funds investing in securities of a single country.
                                                     Potential for expropriation, dilution, devaluation,
                                                     default or excessive taxation by the Russian government.

Debt securities of issuers located in emerging       Price volatility, liquidity and other risks that
market countries.                                    accompany an investment in debt securities of issuers
                                                     located or primarily conducting their business in
                                                     emerging market countries. Price volatility due to non-
                                                     diversification of investments. May be sensitive to
                                                     currency exchange rates, international, political and
                                                     economic conditions and other risks that also affect
                                                     foreign securities.

Debt securities of issuers located in a number of    Price volatility, liquidity and other risks that
different countries, which may include the U.S. as   accompany an investment in equity securities of companies
well as securities of issuers located in developed   located in a number of different countries, including
and emerging market countries.                       emerging market countries. Price volatility due to
                                                     non-diversification of investments. May be sensitive to
                                                     currency exchange rates, international, political and
                                                     economic conditions and other risks that also affect
                                                     foreign securities.

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                          If you have any questions, please call 1-800-992-0180.

                                                            Funds at a Glance  3


                                                                        ADVISER
                                                            ING Investments, LLC

                                                                     SUB-ADVISER
                                         ING Investment Management Advisors B.V.
ING GLOBAL EQUITY DIVIDEND FUND
--------------------------------------------------------------------------------

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INVESTMENT OBJECTIVE

The Fund seeks growth of capital with dividend income as a secondary
consideration. The Fund's investment objective is not fundamental and may be
changed without a shareholder vote.

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PRINCIPAL  INVESTMENT STRATEGIES

Under normal market conditions, the Fund will invest at least 80% of its net
assets in a portfolio of equity securities of dividend paying companies. The
Fund will provide shareholders with at least 60 days' prior notice of any change
in this investment policy. At least 65% of the assets of the Fund will be
invested in equity securities of issuers in a number of different countries, one
of which may be the U.S., with at least 75% of its assets invested in common and
preferred stocks, warrants and convertible securities. The Fund may invest in
companies located in countries with emerging securities markets when the
Sub-Adviser believes they present attractive investment opportunities.


The Sub-Adviser seeks to construct a portfolio of securities with a dividend
yield that exceeds the dividend yield of the companies included in the Morgan
Stanley Capital International World IndexSM ("MSCI World IndexSM").

The Sub-Adviser uses a quantitative screening process to assist in the selection
of companies according to the following criteria:

.    An above average dividend yield and the stability and growth of the
     dividend yield.
.    Market capitalization that is usually above $1 billion (although the Fund
     may also invest in companies with market capitalization ranges of any
     size).
.    Growth of the dividend over several years.
.    Annual earnings growth over several years.
.    The analysis of fundamental factors is used to limit the risk of investing
     in or holding unprofitable companies. These fundamental factors include:
     earnings, capital structure, dividend coverage and credit ratings.
.    The expected liquidity of a stock must be sufficient to buy or sell a
     position without significant impact on the share price.
.    The analysis of fundamental factors is used to limit the risk of investing
     in or holding certain, unprofitable companies. These fundamental factors
     include: earnings, capital structure, dividend coverage, and credit
     ratings.

The Sub-Adviser may from time-to-time select securities that do not meet all of
these criteria.

In addition, the Sub-Adviser combines fundamental analysis of each company with
an allocation among industry sectors that is based upon quantitative screening.


The Fund may invest in other investment companies, to the extent permitted
under the Investment Company Act of 1940, as amended, and the rules and
regulations thereunder.


The Sub-Adviser may sell securities for a variety of reasons, such as to secure
gains, limit losses, or redeploy assets into opportunities believed to be more
promising, among others.


The Fund may also lend portfolio securities on a short-term or long-term basis,
up to 33 1/3% of its assets.


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RISKS
You could lose money on an investment in the Fund. The Fund may be affected by
the following risks, among others:


CONVERTIBLE SECURITIES - the value of convertible securities may fall when
interest rates rise. Convertible securities with longer maturities tend to be
more sensitive to changes in interest rates usually making them more volatile
than convertible securities with shorter maturities. The Fund could lose money
if the issuer of a convertible security is unable to meet its financial
obligations or goes bankrupt.

FOREIGN INVESTING - foreign investments may be riskier than U.S. investments for
many reasons, including: changes in currency exchange rates; unstable political,
social and economic conditions; a lack of adequate or accurate company
information; differences in the way securities markets operate; less secure
foreign banks or securities depositories than those in the U.S.; less
standardization of accounting standards and market regulations in certain
foreign countries and varying foreign controls on investments. Foreign
investments may also be affected by administrative difficulties, such as delays
in clearing and settling transactions. Additionally, securities of foreign
companies may be denominated in foreign currencies. Exchange rate fluctuations
may reduce or eliminate gains or create losses. These factors may make foreign
investments more volatile and potentially less liquid than U.S. investments. To
the extent the Fund invests in countries with emerging securities markets, the
risks of foreign investing may be greater, as these countries may be less
politically and economically stable than other countries. It may also be more
difficult to buy and sell securities in countries with emerging securities
markets.

The Sub-Adviser does not hedge against currency movements in the various markets
in which the Fund will invest so the value of the Fund is subject to the risk of
adverse changes in currency exchange rates.


MARKET TRENDS - from time to time, the stock market may not favor the dividend
paying securities in which the Fund invests. Rather, the market could favor
value-oriented securities, or may not favor equities at all.


OTHER INVESTMENT COMPANIES - the main risk of investing in other investment
companies is the risk that the value of the underlying securities might
decrease. Because the Fund may invest in other investment companies, you will
pay a proportionate share of the expenses of that other investment company
(including management fees, administration fees and custodial fees) in addition
to the expenses of the Fund.

PRICE VOLATILITY - the value of the Fund changes as the prices of its
investments go up or down. Equity securities face market, issuer and other
risks, and their values may fluctuate, sometimes rapidly and unpredictably.
Market risk is the risk that securities may decline in value due to factors
affecting securities markets generally or particular industries. Issuer risk is
the risk that the value of a security may decline for reasons relating to the
issuer, such as changes in the financial condition of the issuer. While equities
may offer the potential for greater long-term growth than most debt securities,
they generally have higher volatility.

The Fund invests in securities of larger companies, which sometimes have more
stable prices than smaller companies. However, the Fund may also invest in
small- and mid-sized companies, which may be more susceptible to price
volatility than larger companies because they typically have fewer financial
resources, more limited product and market diversification and may be dependent
on a few key managers. Securities of small- and mid-sized companies tend to be
more volatile and less liquid than stocks of larger companies.


INABILITY TO SELL SECURITIES - convertible securities, securities of small-sized
and mid-sized companies and some foreign companies usually trade in lower volume
and may be less liquid than other investments and securities of larger, more
established companies or U.S. companies. The Fund could lose money if it cannot
sell a security at the time and price that would be most beneficial to the Fund.

SECURITIES LENDING - there is the risk that when lending portfolio securities,
the securities may not be available to the Fund on a timely basis and it may
lose the opportunity to sell the securities at a desirable price. Engaging in
securities lending could have a leveraging effect which may intensify the market
risk, credit risk and other risks associated with investments in the Fund.

A more detailed discussion of the risks associated with investing in the Fund is
available in the "More Information About Risks" section. 4 ING Global Equity
Dividend Fund


                                                ING GLOBAL EQUITY DIVIDEND FUND
--------------------------------------------------------------------------------

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HOW THE FUND HAS   The following information is intended to help you understand
PERFORMED          the risks of investing in the Fund. The value of your shares
                   in the Fund will fluctuate depending on the Fund's investment
                   performance. The bar chart and table below show the changes
                   in the Fund's performance from year to year, and the table
                   compares the Fund's performance to the performance of a broad
                   measure of market performance for the same period. The Fund's
                   past performance (before and after income taxes) is no
                   guarantee of future results.


The bar chart below provides some indication of the risks of investing in the
Fund by showing changes in the performance of the Fund's Class A shares from
year to year. These figures do not reflect sales charges and would be lower if
they did.


                        YEAR-BY-YEAR TOTAL RETURNS (%)(1)
                (FOR THE PERIODS ENDED DECEMBER 31 OF EACH YEAR)

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1998   1999   2000   2001   2002   2003   2004       2005      2006       2007
                                          23.38      7.01      26.09      2.25


            Best and worst quarterly performance during this period:


                         Best: 4th quarter 2004: 13.48%
                        Worst: 4th quarter 2007: (3.93)%


                         AVERAGE ANNUAL TOTAL RETURNS(1)
                    (FOR THE PERIODS ENDED DECEMBER 31, 2007)

The table below provides some indication of the risks of investing in the Fund
by comparing the Fund's Class A, Class B and Class C shares' performance to that
of a broad measure of market performance - the MSCI World IndexSM. It is not
possible to invest directly in the index. The table also shows returns on a
before-tax and after-tax basis. After-tax returns are calculated using the
historical highest individual federal marginal income tax rates and do not
reflect the impact of state and local taxes.

Actual after-tax returns depend on an investor's tax situation and may differ
from those shown, and after-tax returns shown are not relevant to investors who
hold their Fund shares through tax-deferred arrangements, such as 401(k) plans
or individual retirement accounts.

In some cases the return after taxes may exceed the return before taxes due to
an assumed tax benefit from any losses on a sale of Fund shares at the end of
the measurement period.

After-tax returns are shown for Class A only. After-tax returns for other
classes will vary.


                                                                                           5 YEARS
                                                                        1 YEAR       (OR LIFE OF CLASS)      10 YEARS
 CLASS A RETURN BEFORE TAXES(2)                               %       (3.65)             15.29(1)               N/A
 Class A Return After Taxes on Distributions(2)               %       (5.35)             13.39(1)               N/A
 Class A Return After Taxes on Distributions and Sale of      %       (0.36)             12.24(1)               N/A
  Fund Shares(2)
 MSCI World IndexSM (reflects no deductions for fees,         %         9.04             16.00(4)               N/A
  expenses or taxes)(3)
 CLASS B RETURN BEFORE TAXES(5)                               %       (3.06)             15.37(1)               N/A
 MSCI World IndexSM (reflects no deductions for fees,         %         9.04             14.75(6)               N/A
  expenses or taxes)(3)
 CLASS C RETURN BEFORE TAXES(7)                               %         0.63             15.35(1)               N/A
 MSCI World IndexSM (reflects no deductions for fees,         %         9.04             14.75(6)               N/A
  expenses or taxes)(3)


(1)  Class A, Class B and Class C shares commenced operations on September 17,
     2003, October 24, 2003 and October 29, 2003, respectively.

(2)  Reflects deduction of the maximum Class A sales charge of 5.75%.

(3)  The MSCI World IndexSM is a free float-adjusted market capitalization index
     that is designed to measure global developed market equity performance. It
     includes the reinvestment of dividends and distributions net of withholding
     taxes, but does not reflect fees, brokerage commissions or other expenses
     of investing.

(4)  The index return for Class A shares is for the period beginning October 1,
     2003.


(5)  Reflects deduction of the deferred sales charge of 5.00% and 2.00%, for the
     1 Year and Life of Class returns, respectively.


(6)  The index return for Class B shares and Class C shares is for the period
     beginning November 1, 2003.

(7)  Reflects deduction of the deferred sales charge of 1.00% for the 1 Year
     return.

[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                                            ING Global Equity Dividend Fund    5


                                                                        ADVISER
                                                            ING Investments, LLC

                                                                     SUB-ADVISER
                                                   ING Investment Management Co.
ING GLOBAL NATURAL RESOURCES FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

INVESTMENT OBJECTIVE

The Fund's investment objective is to attain long-term capital appreciation. The
Fund's investment objective is not fundamental and may be changed without a
shareholder vote.

[GRAPHIC APPEARS HERE]

PRINCIPAL  INVESTMENT STRATEGIES

The Fund will normally invest at least 80% of its net assets in the equity
securities of companies in the natural resources industries located in a number
of different countries, one of which may be the United States. The Fund will
provide shareholders with at least 60 days' prior notice of any change in this
investment policy. A company is considered to be in a natural resources industry
when it is significantly engaged, directly or indirectly, in natural resources,
meaning that at least 50% of its assets, revenues, or operating profits are
involved in or result from researching, exploring, developing, mining, refining,
processing, fabricating, transporting, trading, distributing or owning natural
resource assets. For these purposes, companies in the natural resources
industries include those significantly engaged, directly or indirectly, in the
following industries: Integrated Oil and Gas; Oil and Gas Exploration and
Production; Oil and Gas Storage and Transportation; Oil and Gas Refining and
Marketing; Coal and Consumable Fuels; Energy Equipment & Services; Metals &
Mining; Precious Metals; Paper & Forest Products; Containers & Packaging; Gas
Utilities; Real Estate Investment Trusts; Industrial Conglomerates; Diversified
Consumer Materials; Electric Utilities; and Independent Power Producers and
Energy Traders.

The Fund is permitted to invest up to a maximum of 50% of its assets in any
single industry that is engaged in any of the types of natural resources set out
above. The investment strategy is based on the belief that investment in
securities of companies in natural resources industries can protect against
eroding monetary values or a rise in activity which consumes one or more types
of commodities.

The Fund also may invest in securities issued by companies that are not in
natural resources industries, investment-grade corporate debt and repurchase
agreements.


The Fund is permitted to invest directly in commodities including gold bullion
and coins. The Fund may invest without limit in securities of foreign issuers,
including emerging markets. Equity securities in which the Fund invests may be
listed on the U.S. or foreign securities exchanges or traded over-the-counter
and include: common stock; direct equity interests in trusts (including Canadian
Royalty Trusts); preferred stock; Partnerships, including master limited
partnerships ("MLPs"); restricted securities; American Depositary Receipts
("ADRs"); and Global Depositary Receipts ("GDRs").

The Fund normally invests in companies with a large capitalization, but may also
invest in mid- and small-sized companies. The Fund may also invest in other
investment companies to the extent permitted under the Investment Company Act of
1940, as amended, and the rules and regulations thereunder.

The Fund is permitted to invest in derivative securities and structured notes,
whose value is linked to the price of a commodity or commodity index.

The Fund is non-diversified, and when compared with other funds, may invest a
greater portion of its assets in a particular issuer. A non-diversified
portfolio has greater exposure to the risk of default or the poor earnings of
the issuer.

The Sub-Adviser may sell securities for a variety of reasons, such as to secure
gains, limit losses, or redeploy assets into opportunities believed to be more
promising, among others.


The Fund also may lend portfolio securities on a short-term or long-term basis,
up to 33 1/3% of its assets.


The Fund may engage in frequent and active trading of portfolio securities to
achieve its investment objective.

--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

RISKS
You could lose money on an investment in the Fund. The Fund may be affected by
the following risks, among others:


COMMODITIES RISK - The operations and financial performance of companies in
natural resources industries may be directly affected by commodity prices,
especially those natural resources companies that own the underlying commodity.

DEBT SECURITIES - the value of debt securities may fall when interest rates
rise. Debt securities with longer maturities tend to be more sensitive to
changes in interest rates, usually making them more volatile than debt
securities with shorter maturities. The Fund could lose money if the issuer of
a debt security is unable to meet its financial obligations or goes bankrupt.

DERIVATIVES - derivatives are subject to the risk of changes in the market price
of the underlying securities, credit risk with respect to the counterparty to
the derivative instruments, and the risk of loss due to changes in interest
rates. The use of certain derivatives may also have a leveraging effect which
may increase the volatility of the Fund and may reduce its returns.


FOREIGN INVESTING - foreign investments may be riskier than U.S. investments for
many reasons, including: changes in currency exchange rates; unstable political,
social and economic conditions; a lack of adequate or accurate company
information; differences in the way securities markets operate; less secure
foreign banks or securities depositories than those in the U.S.; less
standardization of accounting standards and market regulations in certain
foreign countries; and varying foreign controls on investments. Foreign
investments may also be affected by administrative difficulties, such as delays
in clearing and settling transactions. Additionally, securities of foreign
companies may be denominated in foreign currencies. Exchange rate fluctuations
may reduce or eliminate gains or create losses. Hedging strategies intended to
reduce exchange risk may not perform as expected. ADRs and GDRs are subject to
risks of foreign investments and they may not always track the price of the
underlying foreign security. These factors may make foreign investments more
volatile and potentially less liquid than U.S. investments. To the extent the
Fund invests in countries with emerging securities markets, the risks of foreign
investing may be greater, as these countries may be less politically and
economically stable than other countries. It may also be more difficult to buy
and sell securities in countries with emerging securities markets.


CONCENTRATION - as a result of the Fund concentrating its assets in securities
related to a particular industry, the Fund may be subject to greater market
fluctuation than a fund which has securities representing a broader range of
investment alternatives.

MARKET TRENDS - from time to time, the stock market may not favor the securities
in which the Fund invests. Rather, the market could favor securities or
industries to which the Fund is not exposed, or may not favor equities at all.

NATURAL RESOURCES - securities of companies involved in natural resources may be
subject to broad price fluctuations, reflecting volatility of energy and basic
materials' prices and possible instability of supply of various natural
resources. In addition, some companies may be subject to the risks generally
associated with extraction of natural resources, such as the risks of mining and
oil drilling, and the risks of the hazards associated with natural resources,
such as fire, drought, and increased regulatory and environmental costs. The
production and marketing of natural resources may be affected by action and
changes in governments.

NON-DIVERSIFICATION - the Fund is classified as a "non-diversified" investment
company under the Investment Company Act of 1940, as amended. If the Fund
invests a relatively high percentage of its assets in a limited number of
issuers, the Fund will be more at risk to any single corporate, economic,
political or regulatory event that impacts one or more of those issuers.
Conversely, even though classified as non-diversified, the Fund may actually
maintain a portfolio that is diversified within a large number of issuers. In
such an event, the Fund would benefit less from appreciation in a single issuer
than if it had greater exposure to that issuer.

OVER-THE-COUNTER ("OTC") INVESTMENT - Investing in securities traded on the OTC
securities market can involve greater risk than is customarily associated with
investing in securities traded on the New York or American Stock Exchanges since
OTC securities are generally securities of companies that are smaller or newer
than those listed on the New York or American Stock Exchanges. For example,
these companies often have limited product lines, markets, or financial
resources, may be dependent for management on one or a few key persons, and can
be more susceptible to losses. Also, their securities may be thinly traded (and
therefore have to be sold at a discount from current prices or sold in small
lots over an extended period of time), may be followed by fewer investment
research analysts, and may be subject to wider price swings and thus, may create
a greater risk of loss than securities of larger capitalization or established
companies.

PRICE VOLATILITY - the value of the Fund changes as the prices of its
investments go up or down. Equity securities face market, issuer and other
risks, and their values may fluctuate, sometimes rapidly and unpredictably.
Market risk is the risk that securities may decline in value due to factors
affecting securities markets generally or particular industries. Issuer risk is
the risk that the value of a security may decline for reasons relating to the
issuer such as changes in the financial condition of the issuer. While equities
may offer the potential for greater long-term growth than most debt securities,
they generally have higher volatility.

The Fund invests primarily in equity securities of larger companies, which
sometimes have more stable prices than small companies. However, the Fund may
also invest in small- and mid-sized companies, which may be more susceptible to
price swings than larger companies because they typically have fewer financial
resources, more limited product and market diversification and may be dependent
on a few key managers.


INABILITY TO SELL SECURITIES - securities of small- and mid-sized companies and
some foreign companies usually trade in lower volume and may be less liquid than
securities of larger, more established companies or U.S. companies. The Fund
could lose money if it cannot sell a security at the time and price that would
be most beneficial to the Fund.

SECURITIES LENDING - there is the risk that when lending portfolio securities,
the securities may not be available to the Fund on a timely basis and it may
lose the opportunity to sell the securities at a desirable price. Engaging in
securities lending could have a leveraging effect which may intensify the market
risk, credit risk and other risks associated with investments in the Fund.

PORTFOLIO TURNOVER - a high portfolio turnover rate involves greater expenses to
the Fund including brokerage commissions and other transaction costs, which may
have an adverse impact on performance, and is likely to generate more taxable
short-term gains for shareholders.

A more detailed discussion of the risks associated with investing in the Fund is
available in the "More Information About Risks" section. 6 ING Global Natural
Resources Fund


                                              ING GLOBAL NATURAL RESOURCES FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

HOW THE FUND HAS   The following information is intended to help you understand
PERFORMED          the risks of investing in the Fund. The value of your shares
                   in the Fund will fluctuate depending on the Fund's investment
                   performance. The bar chart and table below show the changes
                   in the Fund's performance from year to year, and the table
                   compares the Fund's performance to the performance of two
                   broad measures of market performance for the same period. The
                   Fund's past performance (before and after income taxes) is no
                   guarantee of future results.


The bar chart below provides some indication of the risks of investing in the
Fund by showing changes in the performance of the Fund's Class A shares from
year to year. These figures do not reflect sales charges and would be lower if
they did.


                      YEAR-BY-YEAR TOTAL RETURNS (%)(1)(2)
                (FOR THE PERIODS ENDED DECEMBER 31 OF EACH YEAR)

[GRAPHIC APPEARS HERE]


 1998      1999        2000      2001       2002       2003         2004      2005       2006       2007
(6.39)     8.58      (22.05)     24.87      66.67      46.42      (10.25)     32.08      24.64      32.95


            Best and worst quarterly performance during this period:


                         Best: 1st quarter 2002: 34.59%
                        Worst: 2nd quarter 2004: (17.94)%


                       AVERAGE ANNUAL TOTAL RETURNS(1)(2)
                    (FOR THE PERIODS ENDED DECEMBER 31, 2007)

The table below provides some indication of the risks of investing in the Fund
by comparing the Fund's Class A shares' performance to those of two broad
measures of market performance - the Standard & Poor's 500(Reg. TM) Composite
Stock Price Index ("S&P 500(Reg. TM) Index") and the Standard and Poor's GSSITM
Natural Resources Index ("S&P GSSITM Natural Resources Index"). It is not
possible to invest directly in the indices. The table also shows returns on a
before-tax and after-tax basis. After-tax returns are calculated using the
historical highest individual federal marginal income tax rates and do not
reflect the impact of state and local taxes.

Actual after-tax returns depend on an investor's tax situation and may differ
from those shown, and after-tax returns shown are not relevant to investors who
hold their Fund shares through tax-deferred arrangements, such as 401(k) plans
or individual retirement accounts.

In some cases the return after taxes may exceed the return before taxes due to
an assumed tax benefit from any losses on a sale of Fund shares at the end of
the measurement period.


                                                                           1 YEAR          5 YEARS         10 YEARS
 CLASS A RETURN BEFORE TAXES(3)                                  %        25.31           22.07            16.14
 Class A Return After Taxes on Distributions(3)                  %        18.41           20.20            15.20
 Class A Return After Taxes on Distributions and Sale of         %        17.72           18.63            14.16
  Fund Shares(3)
 S&P 500(Reg. TM) Index (reflects no deduction for fees,         %         5.49           12.83             5.91
  expenses or taxes)(4)
 S&P GSSITM Natural Resources Index (reflects no deduction       %        34.22           29.13            12.80
  for fees, expenses or taxes)(5)


(1)  Prior to July 26, 2000, Lexington Management Corporation served as the
     Adviser to the Fund and the Fund's shares were sold on a no-load basis.
     Effective July 31, 2000, the Fund's outstanding shares were classified as
     "Class A" shares.


(2)  Prior to November 2, 2000, the Fund's portfolio manager employed a
     different stock selection criteria. Effective November 2, 2000, the Fund
     changed its name to ING Precious Metals Fund and changed its principal
     investment strategies. Effective on October 9, 2006, the Fund changed its
     name from ING Precious Metals Fund to ING Global Natural Resources Fund,
     changed its principal investment objective and changed its principal
     investment strategies.


(3)  Reflects deduction of the maximum Class A sales charge of 5.75%.

(4)  The S&P 500(Reg. TM) Index is an unmanaged index that measures the
     performance of securities of approximately 500 of the largest companies in
     the U.S.

(5)  The S&P GSSITM Natural Resources Index is an unmanaged index and a
     market-capitalization-weighted index of 130 stocks designed to measure the
     performance of companies in the natural resources sector, which includes
     energy, precious metals, timber and other sub-sectors.

[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                                          ING Global Natural Resources Fund    7


                                                                        ADVISER
                                                            ING Investments, LLC

                                                                     SUB-ADVISER
                                         ING Clarion Real Estate Securities L.P.
ING GLOBAL REAL ESTATE FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

INVESTMENT OBJECTIVE

The Fund seeks to provide investors with high total return, consisting of
capital appreciation and current income. The Fund's investment objective is not
fundamental and may be changed without a shareholder vote.

[GRAPHIC APPEARS HERE]

PRINCIPAL  INVESTMENT STRATEGIES

Under normal market conditions, the Fund will invest at least 80% of its net
assets in a portfolio of equity securities of companies that are principally
engaged in the real estate industry. The Fund will provide shareholders with at
least 60 days' prior notice of any change in this investment policy. In
selecting investments for the Fund, the Sub-Adviser will select companies that
derive at least 50% of their total revenues or earnings from owning, operating,
developing and/or managing real estate. This portion of the portfolio will have
investments located in a number of different countries, including the U.S. As a
general matter, the Fund expects these investments to be in common stocks of
large-, mid- and small-sized companies, including real estate investment trusts
("REITs"). The Fund may invest in companies located in countries with emerging
securities markets.


The Sub-Adviser uses a multi-step investment process for constructing the Fund's
investment portfolio that combines top-down region and sector allocation with
bottom-up individual stock selection.

.    First, the Sub-Adviser selects sectors and geographic regions in which to
     invest, and determines the degree of representation of such sectors and
     regions, through a systematic evaluation of public and private property
     market trends and conditions.
.    Second, the Sub-Adviser uses an in-house valuation process to identify
     investments with superior current income and growth potential relative to
     their peers. This in-house valuation process examines several factors
     including:

(i)   value and property;

(ii)  capital structure; and

(iii) management and strategy.

The Fund is non-diversified, which means it may invest a significant portion of
its assets in a single issuer.


The Fund may invest in other investment companies to the extent permitted by the
Investment Company Act of 1940, as amended, and the rules and regulations
thereunder.


The Sub-Adviser may sell securities for a variety of reasons, such as to secure
gains, limit losses, or redeploy assets into opportunities believed to be more
promising, among others.


The Fund also may lend portfolio securities on a short-term or long-term basis,
up to 33 1/3% of its assets.


--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

RISKS
You could lose money on an investment in the Fund. The Fund may be affected by
the following risks, among others:


CONCENTRATION - because the Fund's investments are concentrated in one or more
real estate industries, the value of the Fund may be subject to greater
volatility than a fund with a portfolio that is less concentrated. If real
estate securities as a group fall out of favor, the Fund could underperform
funds that focus on other types of companies.

FOREIGN INVESTING - foreign investments may be riskier than U.S. investments for
many reasons, including: changes in currency exchange rates; unstable political,
social and economic conditions; a lack of adequate or accurate company
information; differences in the way securities markets operate; less secure
foreign banks or securities depositories than those in the U.S.; less
standardization of accounting standards and market regulations in certain
foreign countries and varying foreign controls on investments. Foreign
investments may also be affected by administrative difficulties, such as delays
in clearing and settling transactions. Additionally, securities of foreign
companies may be denominated in foreign currencies. Exchange rate fluctuations
may reduce or eliminate gains or create losses. Hedging strategies intended to
reduce this risk may not perform as expected. These factors may make foreign
investments more volatile and potentially less liquid than U.S. investments. To
the extent the Fund invests in countries with emerging securities markets, there
may be other risks involved, such as those of immature economies, political
instability and less developed and more thinly traded securities markets.
Significant levels of foreign taxes, including withholding taxes also may apply
to some foreign investments.


MARKET TRENDS - from time to time, the stock market may not favor the securities
in which the Fund invests. Rather, the market could favor securities in
industries to which the Fund is not exposed, or may not favor equities at all.


NON-DIVERSIFICATION - the Fund is classified as a "non-diversified" investment
company under the Investment Company Act of 1940, as amended. If the Fund
invests a relatively high percentage of its assets in obligations of a limited
number of issuers, the Fund will be more at risk to any single corporate,
economic, political or regulatory event that impacts one or more of those
issuers. Conversely, even though classified as non-diversified, the Fund may
actually maintain a portfolio that is diversified with a large number of
issuers. In such an event, the Fund would benefit less from appreciation in a
single corporate issuer than if it had greater exposure to that issuer.

OTHER INVESTMENT COMPANIES - the main risk of investing in other investment
companies is the risk that the value of the underlying securities might
decrease. Because the Fund may invest in other investment companies, you will
pay a proportionate share of the expenses of that other investment company
(including management fees, administration fees and custodial fees) in addition
to the expenses of the Fund.

PRICE VOLATILITY - the value of the Fund changes as the prices of its
investments go up or down. Equity securities face market, issuer and other
risks, and their values may fluctuate, sometimes rapidly and unpredictably.
Market risk is the risk that securities may decline in value due to factors
affecting securities markets generally or particular industries. Issuer risk is
the risk that the value of a security may decline for reasons relating to the
issuer such as changes in the financial condition of the issuer. While equities
may offer the potential for greater long-term growth than most debt securities,
they generally have higher volatility.

The Fund invests in securities of larger companies which sometimes have more
stable prices than smaller companies. However, the Fund may also invest in
securities of small- and mid-sized companies which may be more susceptible to
price volatility than larger companies because they typically have fewer
financial resources, more limited product and market diversification, and may be
dependent on a few key managers.

REAL ESTATE - investments in issuers that are principally engaged in real
estate, including REITs, may subject the Fund to risks similar to those
associated with the direct ownership of real estate, including terrorist
attacks, war or other acts that destroy real property (in addition to securities
market risks). These companies are sensitive to factors such as changes in real
estate values and property taxes, interest rates, cash flow of underlying real
estate assets, supply and demand, and the management skill and creditworthiness
of the issuer. REITs may also be affected by tax and regulatory requirements.


INABILITY TO SELL SECURITIES - securities of small- and mid-sized companies and
some foreign companies usually trade in lower volume and may be less liquid than
securities of larger, more established companies or U.S. companies. The Fund
could lose money if it cannot sell a security at the time and price that would
be most beneficial to the Fund.

SECURITIES LENDING - there is the risk that when lending portfolio securities,
the securities may not be available to the Fund on a timely basis and it may
lose the opportunity to sell the securities at a desirable price. Engaging in
securities lending could have a leveraging effect which may intensify the market
risk, credit risk and other risks associated with investments in the Fund.

A more detailed discussion of the risks associated with investing in the Fund is
available in the "More Information About Risks" section. 8 ING Global Real
Estate Fund


                                                    ING GLOBAL REAL ESTATE FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

HOW THE FUND HAS   The following information is intended to help you understand
PERFORMED          the risks of investing in the Fund. The value of your shares
                   in the Fund will fluctuate depending on the Fund's investment
                   performance. The bar chart and table below show the changes
                   in the Fund's performance from year to year, and the table
                   compares the Fund's performance to the performance of a broad
                   measure of market performance for the same period. The Fund's
                   past performance (before and after income taxes) is no
                   guarantee of future results.


The bar chart below provides some indication of the risks of investing in the
Fund by showing changes in the performance of the Fund's Class A shares from
year to year. These figures do not reflect sales charges and would be lower if
they did.


                        YEAR-BY-YEAR TOTAL RETURNS (%)(1)
                (FOR THE PERIODS ENDED DECEMBER 31 OF EACH YEAR)

[GRAPHIC APPEARS HERE]


1998   1999   2000   2001   2002      2003       2004       2005       2006       2007
                            4.06      41.35      36.23      14.11      40.42      (6.87)


            Best and worst quarterly performance during this period:


                         Best: 4th quarter 2004: 20.01%
                        Worst: 4th quarter 2007: (10.42)%


                         AVERAGE ANNUAL TOTAL RETURNS(1)
                    (FOR THE PERIODS ENDED DECEMBER 31, 2007)

The table below provides some indication of the risks of investing in the Fund
by comparing the Fund's Class A, Class B and Class C shares' performance to that
of a broad measure of market performance - the Standard & Poor's/Citigroup World
Property Index ("S&P/Citigroup World Property Index"). It is not possible to
invest directly in the index. The table also shows returns on a before-tax and
after-tax basis. After-tax returns are calculated using the historical highest
individual federal marginal income tax rates and do not reflect the impact of
state and local taxes.

Actual after-tax returns depend on an investor's tax situation and may differ
from those shown, and after-tax returns shown are not relevant to investors who
hold their Fund shares through tax-deferred arrangements, such as 401(k) plans
or individual retirement accounts.

In some cases the return after taxes may exceed the return before taxes due to
an assumed tax benefit from any losses on a sale of Fund shares at the end of
the measurement period.

After-tax returns are shown for Class A only. After-tax returns for other
classes will vary.


                                                                                                              10 YEARS
                                                                           1 YEAR          5 YEARS       (OR LIFE OF CLASS)
 CLASS A RETURN BEFORE TAXES(2)                                  %       (12.21)          22.04              19.62(1)
 Class A Return After Taxes on Distributions(2)                  %       (13.72)          19.34              16.90(1)
 Class A Return After Taxes on Distributions and Sale of         %        (7.86)          17.90              15.63(1)
  Fund Shares(2)
 S&P/Citigroup World Property Index (reflects no deductions      %        (7.23)          23.53              20.30(4)
  for fees, expenses or taxes)(3)
 CLASS B RETURN BEFORE TAXES(5)                                  %       (11.97)          22.37              18.89(1)
 S&P/Citigroup World Property Index (reflects no deductions      %        (7.23)          23.53              20.41(6)
  for fees, expenses or taxes)(3)
 CLASS C RETURN BEFORE TAXES(7)                                  %        (8.46)          22.59              19.00(1)
 S&P/Citigroup World Property Index (reflects no deduction       %        (7.23)          23.53              19.82(8)
  for fees, expenses or taxes)(3)


(1)  Class A, Class B and Class C shares commenced operations on November 5,
     2001, March 15, 2002 and January 8, 2002, respectively.

(2)  Reflects deduction of the maximum Class A sales charge of 5.75%.

(3)  The S&P/Citigroup World Property Index is an unmanaged market-weighted
     total return index which consists of many companies from developed markets
     whose floats are larger than $100 million and derive more than half of
     their revenue from property-related activities.

(4)  The index return for Class A shares is for the period beginning November 1,
     2001.

(5)  Reflects deduction of the deferred sales charge of 5.00%, 2.00% and 1.00%
     for the 1 Year, 5 Year and Life of Class returns, respectively.

(6)  The index return for Class B shares is for the period beginning March 1,
     2002.

(7)  Reflects deduction of the deferred sales charge of 1.00% for the 1 Year
     return.

(8)  The index return for Class C shares is for the period beginning January 1,
     2002.

[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                                                ING Global Real Estate Fund    9


                                                                        ADVISER
                                                            ING Investments, LLC

                                                                     SUB-ADVISER
                                                Tradewinds Global Investors, LLC
ING GLOBAL VALUE CHOICE FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

INVESTMENT OBJECTIVE

The Fund seeks long-term capital appreciation. The Fund's investment objective
is not fundamental and may be changed without a shareholder vote.

[GRAPHIC APPEARS HERE]

PRINCIPAL  INVESTMENT STRATEGIES

Under normal conditions, the Fund invests at least 65% of its net assets in
equity securities of issuers located in a number of different countries, one of
which may be the U.S. The Fund generally invests at least 80% of its total
assets in common and preferred equities, American Depositary Receipts ("ADRs"),
European Depositary Receipts ("EDRs"), Global Depositary Receipts ("GDRs"),
derivatives, and convertible securities. The Fund may invest up to 10% in Rule
144A Securities. The Fund may invest up to 25% of its assets in companies
located in countries with emerging securities markets when the Sub-Adviser
believes they present attractive investment opportunities. The Sub-Adviser may
invest in companies with any market capitalization.


The Fund aims to provide superior risk-adjusted returns through an opportunistic
value-oriented process. The Fund seeks to invest in companies with attractive
valuation, favorable risk/reward characteristics and downside protection, and an
inflection point or catalyst that can unlock value or improve profitability. The
Sub-Adviser's highly experienced domestic and international research teams
perform extensive bottom-up analysis on companies and industries in an attempt
to identify attractive investment opportunities. Analysts conduct rigorous
financial statement analysis, with particular focus on the balance sheet and
cash flows, to help identify downside support as well as upside price targets.
In addition, they analyze qualitative factors such as sustainability of
competitive advantage, management strength, and operational efficiency. The
domestic and international research teams work closely together and share
information, insight and research on an ongoing basis. In several industries,
the domestic analyst maintains primary global research responsibility.


The Fund may invest in other investment companies to the extent permitted by the
Investment Company Act of 1940, as amended, and the rules and regulations
thereunder.


The Sub-Adviser may sell securities for a variety of reasons, such as to secure
gains, limit losses, or redeploy assets into opportunities believed to be more
promising, among others.


The Fund may also lend portfolio securities on a short-term or long-term basis,
up to 30% of its assets.


--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

RISKS
You could lose money on an investment in the Fund. The Fund may be affected by
the following risks, among others:


RULE 144A SECURITIES - Rule 144A securities are securities that are not
registered, but which are bought and sold solely by institutional investors. The
Fund considers Rule 144A securities to be "liquid," although the market for such
securities typically is less active than public securities markets and may lead
to a decreased ability to sell these securities.

CONVERTIBLE SECURITIES - the value of convertible securities may fall when
interest rates rise. Convertible securities with longer maturities tend to be
more sensitive to changes in interest rates usually making them more volatile
than convertible securities with shorter maturities. The Fund could lose money
if the issuer of a convertible security is unable to meet its financial
obligations or goes bankrupt.

DERIVATIVES - derivatives are subject to the risk of changes in the market price
of the underlying securities, credit risk with respect to the counterparty to
the derivative instruments, and the risk of loss due to changes in interest
rates. The use of certain derivatives may also have a leveraging effect which
may increase the volatility of the Fund and may reduce its returns.

FOREIGN INVESTING - foreign investments may be riskier than U.S. investments for
many reasons, including: changes in currency exchange rates; unstable political,
social and economic conditions; a lack of adequate or accurate company
information; differences in the way securities markets operate; less secure
foreign banks or securities depositories than those in the U.S.; less
standardization of accounting standards and market regulations in certain
foreign countries; and varying foreign controls on investments. Foreign
investments may also be affected by administrative difficulties, such as delays
in clearing and settling transactions. Additionally, securities of foreign
companies may be denominated in foreign currencies. Exchange rate fluctuations
may reduce or eliminate gains or create losses. Hedging strategies intended to
reduce this risk may not perform as expected. ADRs, EDRs and GDRs are subject to
risks of foreign investments, and they may not always track the price of the
underlying foreign security. These factors may make foreign investments more
volatile and potentially less liquid than U.S. investments. To the extent the
Fund invests in countries with emerging securities markets, the risks of foreign
investing may be greater, as these countries may be less politically and
economically stable than other countries. It may also be more difficult to buy
and sell securities in countries with emerging securities markets.

MARKET TRENDS - from time to time, the stock market may not favor the
value-oriented securities in which the Fund invests. Rather, the market could
favor growth-oriented securities, or may not favor equities at all.

OTHER INVESTMENT COMPANIES - the main risk of investing in other investment
companies is the risk that the value of the underlying securities might
decrease. Because the Fund may invest in other investment companies, you will
pay a proportionate share of the expenses of that other investment company
(including management fees, administration fees and custodial fees) in addition
to the expenses of the Fund.

PRICE VOLATILITY - the value of the Fund changes as the prices of its
investments go up or down. Equity securities face market, issuer and other
risks, and their values may fluctuate, sometimes rapidly and unpredictably.
Market risk is the risk that securities may decline in value due to factors
affecting securities markets generally or particular industries. Issuer risk is
the risk that the value of a security may decline for reasons relating to the
issuer such as changes in the financial condition of the issuer. While equities
may offer the potential for greater long-term growth than most debt securities,
they generally have higher volatility.

The Fund invests in securities of larger companies which sometimes have more
stable prices than smaller companies. However, the Fund may also invest in
securities of small- and mid-sized companies which may be more susceptible to
price volatility than larger companies because they typically have fewer
financial resources, more limited product and market diversification, and may be
dependent on a few key managers.

VALUE INVESTING - securities that appear to be undervalued may never appreciate
to the extent expected. Further, because the prices of value- oriented
securities tend to correlate more closely with economic cycles than
growth-oriented securities, they generally are more sensitive to changing
economic conditions, such as changes in interest rates, corporate earnings and
industrial production.


INABILITY TO SELL SECURITIES - convertible securities, securities of small-sized
and mid-sized companies and some foreign companies usually trade in lower volume
and may be less liquid than other investments and securities of larger, more
established companies or U.S. companies. The Fund could lose money if it cannot
sell a security at the time and price that would be most beneficial to the Fund.

SECURITIES LENDING - there is the risk that when lending portfolio securities,
the securities may not be available to the Fund on a timely basis and it may
lose the opportunity to sell the securities at a desirable price. Engaging in
securities lending could have a leveraging effect which may intensify the market
risk, credit risk and other risks associated with investments in the Fund.

A more detailed discussion of the risks associated with investing in the Fund is
available in the "More Information About Risks" section. 10 ING Global Value
Choice Fund


                                                   ING GLOBAL VALUE CHOICE FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

HOW THE FUND HAS   The following information is intended to help you understand
PERFORMED          the risks of investing in the Fund. The value of your shares
                   in the Fund will fluctuate depending on the Fund's investment
                   performance. The bar chart and table below show the changes
                   in the Fund's performance from year to year, and the table
                   compares the Fund's performance to the performance of a broad
                   measure of market performance for the same period. The Fund's
                   past performance (before and after income taxes) is no
                   guarantee of future results.


The bar chart below provides some indication of the risks of investing in the
Fund by showing changes in the performance of the Fund's Class A shares from
year to year. These figures do not reflect sales charges and would be lower if
they did.


                      YEAR-BY-YEAR TOTAL RETURNS (%)(1)(2)
                (FOR THE PERIODS ENDED DECEMBER 31 OF EACH YEAR)

[GRAPHIC APPEARS HERE]


1998       1999         2000        2001        2002      2003       2004      2005       2006       2007
37.34      83.52      (22.26)     (27.81)     (26.97)     29.40      9.37      11.98      20.61      14.63


            Best and worst quarterly performance during this period:


                         Best: 4th quarter 1999: 44.54%
                        Worst: 1st quarter 2001: (21.37)%


                       AVERAGE ANNUAL TOTAL RETURNS(1)(2)
                    (FOR THE PERIODS ENDED DECEMBER 31, 2007)

The table below provides some indication of the risks of investing in the Fund
by comparing the Fund's Class A, Class B and Class C shares' performance to that
of a broad measure of market performance - the Morgan Stanley Capital
International All Country World IndexSM ("MSCI All Country World IndexSM"). The
table also shows returns on a before-tax and after-tax basis. It is not possible
to invest directly in the index. After-tax returns are calculated using the
historical highest individual federal marginal income tax rates and do not
reflect the impact of state and local taxes.

Actual after-tax returns depend on an investor's tax situation and may differ
from those shown, and after-tax returns shown are not relevant to investors who
hold their Fund shares through tax-deferred arrangements, such as 401(k) plans
or individual retirement accounts.

In some cases the return after taxes may exceed the return before taxes due to
an assumed tax benefit from any losses on a sale of Fund shares at the end of
the measurement period.

After-tax returns are shown for Class A only. After-tax returns for other
classes will vary.


                                                                            1 YEAR         5 YEARS          10 YEARS
 CLASS A RETURN BEFORE TAXES(3)                                   %         8.06          15.61             7.87
 Class A Return After Taxes on Distributions(3)                   %         7.96          15.56             6.77
 Class A Return After Taxes on Distributions and Sale of          %         5.37          13.76             6.28
  Fund Shares(3)
 MSCI All Country World IndexSM (reflects no deductions for       %        11.66          18.24            7.94(5)
  fees, expenses or taxes)(4)
 CLASS B RETURN BEFORE TAXES(6)                                   %         8.87          16.00             7.81
 MSCI All Country World IndexSM (reflects no deductions for       %        11.66          18.24            7.94(5)
  fees, expenses or taxes)(4)
 CLASS C RETURN BEFORE TAXES(7)                                   %        12.90          16.21             7.80
 MSCI All Country World IndexSM (reflects no deductions for       %        11.66          18.24            7.94(5)
  fees, expenses or taxes)(4)


(1)  Effective April 24, 2006, Tradewinds Global Investors, LLC began serving as
     Sub-Adviser to the Fund. NWQ Investment Management Company, LLC served as
     sub-adviser from February 1, 2005 to April 24, 2006. ING Investment
     Management Co. served as sub-adviser from August 1, 2003 to February 1,
     2005. ING Investments, LLC has been the Fund's investment adviser since May
     24, 1999 and directly advised the Fund from October 1, 2000 to August 1,
     2003. Prior to October 1, 2000, the Fund was advised by a different
     sub-adviser.

(2)  Effective February 1, 2005, the Fund changed its name from ING Worldwide
     Growth Fund to ING Global Value Choice Fund and changed its principal
     investment strategies.

(3)  Reflects deduction of the maximum Class A sales charge of 5.75%.

(4)  The MSCI All Country World IndexSM is a free-float adjusted market
     capitalization index that is designed to measure equity market performance
     in the global developed and emerging markets. It includes the reinvestment
     of dividends and distributions net of withholding taxes, but does not
     reflect fees, brokerage commissions or other expenses of investing.

(5)  Prior to December 31, 2001, the index did not include the deduction of
     withholding taxes. The gross index return is for the period beginning
     January 1, 1997.

(6)  Reflects deduction of the deferred sales charge of 5.00% and 2.00%, for the
     1 Year and 5 Year returns, respectively.

(7)  Reflects deduction of the deferred sales charge of 1.00% for the 1 Year
     return.

[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                                              ING Global Value Choice Fund    11


                                                                        ADVISER
                                                            ING Investments, LLC

                                                                     SUB-ADVISER
                                        ING Clarion Real Estate Securities, L.P.
ING ASIA-PACIFIC REAL ESTATE FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

INVESTMENT OBJECTIVE

The Fund seeks to provide investors with high total return, consisting of
capital appreciation and current income. The Fund's investment objective is not
fundamental and may be changed without a shareholder vote.

[GRAPHIC APPEARS HERE]

PRINCIPAL  INVESTMENT STRATEGIES

Under normal market conditions, the Fund will invest at least 80% of its net
assets in a portfolio of equity securities of real estate companies located in
the Asia-Pacific Region. The Fund will provide shareholders with at least 60
days' prior notice of any change in this investment policy. Real estate equity
securities include common stocks, preferred stocks and other equity securities
issued by real estate companies, including real estate investment trusts
("REITs") and similar REIT-like entitities. As a general matter, the Fund
expects these investments to be in common stocks of large-, mid- and small-sized
companies. The Fund may invest in depositary receipts. The Sub-Adviser defines a
company in the Asia-Pacific region as a company (i) that is organized under the
laws of, or with principal offices in, the Asia-Pacific region; (ii) that has
50% or more of its assets in the Asia-Pacific region; or (iii) that derives 50%
or more of its total revenue from sales made or real estate activities in
markets in the Asia-Pacific region. Countries in the Asia-Pacific region include
China/Hong Kong, India, Indonesia, Japan, Malaysia, Philippines, Singapore,
South Korea, Taiwan, Thailand, Australia, New Zealand and any other country in
the Asia-Pacific region. The Sub-Adviser defines a real estate company as a
company that (i) derives at least 50% of its total revenue or earnings from
owning, operating, developing, managing and/

or selling real estate; or (ii) has at least 50% of its assets invested in real
estate. The Fund may invest without limit in companies located in countries
with emerging securities markets.

The Sub-Adviser uses a multi-step investment process for constructing the Fund's
investment portfolio that combines top-down region and sector allocation with
bottom-up individual stock selection.

.    First, the Sub-Adviser selects sectors and geographic regions in which to
     invest, and determines the degree of representation of such sectors and
     regions, through a systematic evaluation of public and private property
     market trends and conditions.
.    Second, the Sub-Adviser uses an in-house valuation process to identify
     investments with superior current income and growth potential relative to
     their peers. This in-house valuation process examines several factors
     including:

(i)   value and property;
(ii)  capital structure; and
(iii) management and strategy.

The Fund is non-diversified, which means it may invest a significant portion of
its assets in a single issuer.


The Fund may invest in other investment companies to the extent permitted by the
Investment Company Act of 1940, as amended, and the rules and regulations
thereunder.


The Sub-Adviser may sell securities for a variety of reasons, such as to secure
gains, limit losses, or redeploy assets into opportunities believed to be more
promising, among others.


The Fund also may lend portfolio securities on a short-term or long-term basis,
up to 33 1/3% of its assets.


The Fund may engage in frequent and active trading of portfolio securities to
achieve its investment objective.

--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

RISKS
You could lose money on an investment in the Fund. The Fund may be affected by
the following risks, among others:


ASIA-PACIFIC COUNTRIES - many Asia-Pacific countries may be subject to a greater
degree of social, political and economic instability than is the case in the
U.S. and European countries, and the securities and real estate markets of some
Asia-Pacific countries have in the past, and may in the future, experience
substantial economic disruption. The economies of many Asia-Pacific countries
are heavily dependent upon international trade and have been, and may continue
to be, adversely affected by trade barriers, exchange controls, managed
adjustments in relative currency values and other measures imposed or negotiated
by the countries with which they trade.

CONCENTRATION - because the Fund's investments are concentrated in one or more
real estate industries, the value of the Fund may be subject to greater
volatility than a fund with a portfolio that is less concentrated. If real
estate securities as a group fall out of favor, the Fund could underperform
funds that focus on other types of companies.

FOREIGN INVESTING - foreign investments may be riskier than U.S. investments for
many reasons, including: changes in currency exchange rates; unstable political,
social and economic conditions; a lack of adequate or accurate company
information; differences in the way securities markets operate; less secure
foreign banks or securities depositories than those in the U.S.; less
standardization of accounting standards and market regulations in certain
foreign countries and varying foreign controls on investments. Foreign
investments may also be affected by administrative difficulties, such as delays
in clearing and settling transactions. Additionally, securities of foreign
companies may be denominated in foreign currencies. Exchange rate fluctuations
may reduce or eliminate gains or create losses. Hedging strategies intended to
reduce this risk may not perform as expected. ADRs, EDRs and GDRs are subject to
risks of foreign investments, and they may not always track the price of the
underlying foreign security.These factors may make foreign investments more
volatile and potentially less liquid than U.S. investments. To the extent the
Fund invests in countries with emerging securities markets, there may be other
risks involved, such as those of immature economies, political instability and
less developed and more thinly traded securities markets. Significant levels of
foreign taxes, including withholding taxes also may apply to some foreign
investments.

MARKET TRENDS - from time to time, the stock market may not favor the securities
in which the Fund invests. Rather, the market could favor securities in
industries to which the Fund is not exposed, or may not favor equities at all.

NON-DIVERSIFICATION - the Fund is classified as a "non-diversified" investment
company under the Investment Company Act of 1940, as amended. If the Fund
invests a relatively high percentage of its assets in obligations of a limited
number of issuers, the Fund will be more at risk to any single corporate,
economic, political or regulatory event that impacts one or more of those
issuers. Conversely, even though classified as non-diversified, the Fund may
actually maintain a portfolio that is diversified with a large number of
issuers. In such an event, the Fund would benefit less from appreciation in a
single corporate issuer than if it had greater exposure to that issuer.

OTHER INVESTMENT COMPANIES - the main risk of investing in other investment
companies is the risk that the value of the underlying securities might
decrease. Because the Fund may invest in other investment companies, you will
pay a proportionate share of the expenses of that other investment company
(including management fees, administration fees and custodial fees) in addition
to the expenses of the Fund.

PRICE VOLATILITY - the value of the Fund changes as the prices of its
investments go up or down. Equity securities face market, issuer and other
risks, and their values may fluctuate, sometimes rapidly and unpredictably.
Market risk is the risk that securities may decline in value due to factors
affecting securities markets generally or particular industries. Issuer risk is
the risk that the value of a security may decline for reasons relating to the
issuer such as changes in the financial condition of the issuer. While equities
may offer the potential for greater long-term growth than most debt securities,
they generally have higher volatility.

The Fund invests in securities of larger companies, which sometimes have more
stable prices than smaller companies. However, the Fund may also invest in
small- and mid-sized companies, which may be more susceptible to price
volatility than larger companies because they typically have fewer financial
resources, more limited product and market diversification and may be dependent
on a few key managers. Securities of small- and mid-sized companies tend to be
more volatile and less liquid than stocks of larger companies.

REAL ESTATE - investments in issuers that are principally engaged in real
estate, including REITs, may subject the Fund to risks similar to those
associated with the direct ownership of real estate, including, terrorist
attacks, war or other acts that destroy real property (in addition to securities
market risks). These companies are sensitive to factors such as changes in real
estate values and property taxes, interest rates, cash flow of underlying real
estate assets, supply and demand, and the management skill and creditworthiness
of the issuer. REITs may also be affected by tax and regulatory requirements.


INABILITY TO SELL SECURITIES - securities of small- and mid-sized companies and
some foreign companies usually trade in lower volume and may be less liquid than
other investments and securities of larger, more established companies or U.S.
companies. The Fund could lose money if it cannot sell a security at a time and
price that would be most beneficial to the Fund.


PORTFOLIO TURNOVER - a high portfolio turnover rate involves greater expenses to
the Fund including brokerage commissions and other transaction costs, which may
have an adverse impact on performance, and is likely to generate more taxable
short-term gains for shareholders.

SECURITIES LENDING - there is the risk that when lending portfolio securities,
the securities may not be available to the Fund on a timely basis and it may
lose the opportunity to sell the securities at a desirable price. Engaging in
securities lending could have a leveraging effect which may intensify the market
risk, credit risk and other risks associated with investments in the Fund.


A more detailed discussion of the risks associated with investing in the Fund is
available in the "More Information About Risks" section. 12 ING Asia-Pacific
Real Estate Fund


                                              ING ASIA-PACIFIC REAL ESTATE FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

HOW THE FUND HAS   Since ING Asia-Pacific Real Estate Fund did not have a full
PERFORMED          year of performance as of December 31, 2007, there is no
                   performance information included in this Prospectus. Please
                   visit the Fund's website at www.ingfunds.com to obtain
                   performance information once it is available.

[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                                           ING Asia-Pacific Real Estate Fund  13


                                                                        ADVISER
                                                            ING Investments, LLC

                                                                     SUB-ADVISER
                                                   ING Investment Management Co.
ING DISCIPLINED INTERNATIONAL SMALLCAP FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

INVESTMENT OBJECTIVE

The Fund's investment objective is to seek long-term capital appreciation. The
Fund's investment objective is not fundamental and may be changed without a
shareholder vote.

[GRAPHIC APPEARS HERE]

PRINCIPAL  INVESTMENT STRATEGIES

Under normal conditions, the Fund invests at least 80% of its net assets in
securities of small-capitalization companies. The Fund will provide
shareholders with at least 60 days' prior notice of any change in this
investment policy.

The Fund considers small-capitalization companies to be those that have a
market capitalization, at the time of purchase, that falls within the range of
companies in the S&P/Citigroup Extended Market Index World Ex. U.S. ("Index")
(as of December 31, 2007 between $14.6 million and $25.7 billion). The Index
focuses on the smallest 20% of stocks within each country, as defined by their
free-float adjusted market capitalization. The market capitalization range in
the Index is reset monthly and will change with market conditions as the range
of companies in the Index changes. At least 65% of the Fund's assets will
normally be invested in companies located in a number of different countries,
other than the U.S. The Fund may invest up to 35% of its total assets in U.S.
issuers. The Fund may invest in companies located in countries with emerging
securities markets when the Sub-Adviser believes they present attractive
investment opportunities.


In managing the Fund, the Sub-Adviser invests in companies it believes to be
undervalued, with observed positive business momentum and with improving
near-term growth potential. The Sub-Adviser uses a proprietary quantitative
model that systematically ranks stocks on the basis of each company's
valuation, growth factors and market recognition characteristics.

The Fund may invest in derivative instruments, including, but not limited to,
futures, options and foreign currency contracts.

The Fund may invest in other investment companies to the extent permitted by
the Investment Company Act of 1940, as amended, and the rules and regulations
thereunder.

The Fund is non-diversified, which means it may invest a significant portion of
its assets in a single issuer.

The Sub-Adviser may sell securities for a variety of reasons, such as to secure
gains, limit losses, or redeploy assets into opportunities believed to be more
promising, among others.


The Fund also may lend portfolio securities on a short-term or long-term basis,
up to 33 1/3% of its assets.


The Fund may engage in frequent and active trading of portfolio securities to
achieve its investment objective.

--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

RISKS
You could lose money on an investment in the Fund. The Fund may be affected by
the following risks, among others:


FOREIGN INVESTING - Foreign investments may be riskier than U.S. investments for
many reasons, including: changes in currency exchange rates; unstable political,
social and economic conditions; a lack of adequate or accurate country or
corporate information; differences in the way securities markets operate; less
secure foreign banks or securities depositories than those in the U.S.; less
standardization of accounting standards and market regulations in certain
foreign countries; and varying foreign controls on investments. Foreign
investments may also be affected by administrative difficulties, such as delays
in clearing and settling transactions. Additionally, securities of foreign
companies may be denominated in foreign currencies. Exchange rate fluctuations
may reduce or eliminate gains or create losses. Hedging strategies intended to
reduce this risk may not perform as expected. In emerging market countries, the
risks of foreign investing may be greater, as these countries may be less
politically and economically stable than other countries. It also may be more
difficult to buy and sell securities in emerging market countries. To the extent
the Fund invests in countries with emerging securities markets, the risks of
foreign investing may be greater, as these countries may be less politically and
economically stable than other countries. It also may be more difficult to buy
and sell securities with emerging securities markets.

DERIVATIVES - derivatives are subject to the risk of changes in the market price
of the underlying securities, credit risk with respect to the counterparty to
the derivative instruments, and the risk of loss due to changes in interest
rates. The use of certain derivatives may also have a leveraging effect which
may increase the volatility of the Fund and may reduce its returns.

MARKET TRENDS - from time to time, the stock market may not favor the securities
in which the Fund invests. Rather, the market could favor growth-oriented
securities or large company securities, or may not favor equities at all.

NON-DIVERSIFICATION - the Fund is a "non-diversified" investment company under
the Investment Company Act of 1940, as amended. If the Fund invests a relatively
high percentage of its assets in a limited number of issuers, the Fund will be
more at risk to any single issuer, economic, political or regulatory event that
impacts one or more of those issuers.

OTHER INVESTMENT COMPANIES - the main risk of investing in other investment
companies is the risk that the value of the underlying securities might
decrease. Because the Fund invests in other investment companies, you will pay a
proportionate share of the expenses of that other investment company (including
management fees, administration fees and custodial fees) in addition to the
expenses of the Fund.

PRICE VOLATILITY - the value of the Fund changes as the prices of its
investments go up or down. Equity securities face market, issuer and other
risks, and their values may fluctuate, sometimes rapidly and unpredictably.
Market risk is the risk that securities may decline in value due to factors
affecting securities markets generally or particular industries. Issuer risk is
the risk that the value of a security may decline for reasons relating to the
issuer such as changes in the financial condition of the issuer. While equities
may offer the potential for greater long-term growth than most debt securities,
they generally have higher volatility.

SMALL-SIZED COMPANIES - stocks of smaller companies carry higher risks than
stocks of larger companies.



.    Smaller companies may lack the management experience, financial resources,
     product diversification and competitive strengths of larger companies.


.    In many instances, the frequency and volume of trading in small
     capitalization stocks are substantially less than stocks of larger
     companies. As a result, the stocks of smaller companies may be subject to
     wider price fluctuations and/or may be less liquid.


.    Stocks of smaller companies can be particularly sensitive to unexpected
     changes in interest rates, borrowing costs and earnings.

VALUE INVESTING - securities that appear to be undervalued may never appreciate
to the extent expected. Further, because the prices of value- oriented
securities tend to correlate more closely with economic cycles than
growth-oriented securities, they generally are more sensitive to changing
economic conditions, such as changes in interest rates, corporate earnings and
industrial production.


INABILITY TO SELL SECURITIES - convertible securities, securities of small-sized
and mid-sized companies and some foreign companies usually trade in lower volume
and may be less liquid than other investments and securities of larger, more
established companies or U.S. companies. The Fund could lose money if it cannot
sell a security at the time and price that would be most beneficial to the Fund.


PORTFOLIO TURNOVER - a high portfolio turnover rate involves greater expenses to
the Fund including brokerage commissions and other transaction costs, which may
have an adverse impact on performance, and is likely to generate more taxable
short-term gains for shareholders.

SECURITIES LENDING - there is the risk that when lending portfolio securities,
the securities may not be available to the Fund on a timely basis and it may
lose the opportunity to sell the securities at a desirable price. Engaging in
securities lending could have a leveraging effect which may intensify the market
risk, credit risk and other risks associated with investments in the Fund.


A more detailed discussion of the risks associated with investing in the Fund is
available in the "More Information About Risks" section. 14 ING Disciplined
International SmallCap Fund


                                    ING DISCIPLINED INTERNATIONAL SMALLCAP FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

HOW THE FUND HAS   The following information is intended to help you understand
PERFORMED          the risks of investing in the Fund. The value of your shares
                   in the Fund will fluctuate depending on the Fund's investment
                   performance. The bar chart and table below show the Fund's
                   performance for the first full calendar year of operations,
                   and the table compares the Fund's performance to the
                   performance of a broad measure of market performance for the
                   same period. The Fund's past performance (before and after
                   income taxes) is no guarantee of future results.


The bar chart below provides some indication of the risks of investing in the
Fund by showing the performance of the Fund's Class A shares for the first full
calendar year of operations. The figure does not reflect sales charges and would
be lower if it did.


                        YEAR-BY-YEAR TOTAL RETURNS (%)(1)

                       (FOR THE PERIOD ENDED DECEMBER 31)


[GRAPHIC APPEARS HERE]


1998   1999   2000   2001   2002   2003   2004   2005   2006   2007
                                                               6.52


            Best and worst quarterly performance during this period:


                          Best: 1st quarter 2007: 7.96%
                        Worst: 4th quarter 2007: (5.93)%


                         AVERAGE ANNUAL TOTAL RETURNS(1)
                    (FOR THE PERIODS ENDED DECEMBER 31, 2007)

The table below provides some indication of the risks of investing in the Fund
by comparing the Fund's Class A, Class B and Class C shares' performance to that
of a broad measure of market performance - the Standard and Poor's Citigroup
Extended Market Index World Ex. U.S. ("S&P/Citigroup EMI World Ex. U.S."). It is
not possible to invest directly in the index. The table also shows returns on a
before-tax and after-tax basis. After-tax returns are calculated using the
historical highest individual federal marginal income tax rates and do not
reflect the impact of state and local taxes.

Actual after-tax returns depend on an investor's tax situation and may differ
from those shown, and after-tax returns shown are not relevant to investors who
hold their Fund shares through tax-deferred arrangements, such as 401(k) plans
or individual retirement accounts.

In some cases the return after taxes may exceed the return before taxes due to
an assumed tax benefit from any losses on a sale of Fund shares at the end of
the measurement period.

After-tax returns are shown for Class A only. After-tax returns for other
classes will vary.


                                                                                          5 YEARS
                                                                       1 YEAR       (OR LIFE OF CLASS)      10 YEARS
 CLASS A RETURN BEFORE TAXES(2)                               %         0.43            0.88(1)                N/A
 Class A Return After Taxes on Distributions(2)               %       (0.21)            0.25(1)                N/A
 Class A Return After Taxes on Distributions and Sale of      %         0.47            0.46(1)                N/A
  Fund Shares(2)
 S&P/Citigroup EMI World Ex. U.S.(3)                          %         7.32            7.32(4)                N/A
 CLASS B RETURN BEFORE TAXES(5)                               %         0.79            2.25(1)                N/A
 S&P/Citigroup EMI World Ex. U.S.(3)                          %         7.32            7.32(4)                N/A
 CLASS C RETURN BEFORE TAXES(6)                               %         4.79            6.13(1)                N/A
 S&P/Citigroup EMI World Ex. U.S.(3)                          %         7.32            7.32(4)                N/A


(1)   Class A, Class B and Class C shares commenced operations on December 20,
      2006.

(2)   Reflects deduction of the maximum Class A sales charge of 5.75%.


(3)   The S&P/Citigroup EMI World Ex. U.S. represents, on a country-by-country
      basis, the small-capitalization component of the Citigroup Broad Market
      IndexSM, which is a comprehensive float-weighted index of companies in 22
      countries (excluding the U.S.) with market capitalizations of at least
      U.S. $100 million.


(4)   The index return for Class A, Class B and Class C shares is for the
      period beginning January 1, 2007.

(5)   Reflects deduction of the deferred sales charge of 5.00% and 4.00% for
      the 1 Year and Life of Class returns, respectively.

(6)   Reflects deduction of the deferred sales charge of 1.00% for the 1 Year
      return.

[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                               ING Disciplined International SmallCap Fund    15


                                                                        ADVISER
                                                            ING Investments, LLC

                                                                     SUB-ADVISER
                                               Brandes Investment Partners, L.P.
ING EMERGING COUNTRIES FUND
--------------------------------------------------------------------------------

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INVESTMENT OBJECTIVE

The Fund seeks maximum long-term capital appreciation.

[GRAPHIC APPEARS HERE]

PRINCIPAL  INVESTMENT STRATEGIES

The Fund normally invests at least 80% of its net assets in securities of
issuers located in a number of different countries with emerging securities
markets. The Fund will provide shareholders with at least 60 days' prior notice
of any change in this investment policy. The Fund may invest in large-, mid-
and small-sized companies. An issuer is considered to be located in a country
with an emerging securities market if: (i) the issuer is organized in a country
with an emerging securities market; or (ii) the principal securities market for
the issuer is in a country with an emerging securities market; or (iii) the
issuer is listed on a securities exchange in a country with an emerging
securities market; or (iv) the issuer derives at least 50% of its revenues or
profits from goods produced or sold, investments made, or services performed in
a country with an emerging securities market or at least 50% of the issuer's
assets are located in a country with an emerging securities market.


The Fund holds common stocks, preferred stocks, American Depositary Receipts
("ADRs"), European Depositary Receipts ("EDRs") and Global Depositary Receipts
("GDRs"), as well as convertible securities.

The Sub-Adviser applies the technique of "value investing" by seeking stocks
that its research indicates are priced below their long-term value. The process
uses a sophisticated computer database that constantly screens emerging market
companies across the globe. The Sub-Adviser focuses on valuation measures such
as price-to-earnings or price-to-book ratios as well as liquidity and market
capitalization. The Sub-Adviser also applies the principles of its investment
philosophy to determine an estimate of each company's value, then thoroughly
reviews each company to find and purchase shares of businesses that the
Sub-Adviser believes are selling at a significant discount to their true worth.
The Sub-Adviser will focus on issuers in those emerging market countries in
which it believes the economies are developing strongly and the markets are
becoming more sophisticated.

The Sub-Adviser considers an emerging market country to be any country which is
in or has been in the Emerging Market Database of Standard and Poor's or the
Morgan Stanley Capital International Emerging Markets IndexSM ("MSCI EM
IndexSM"), or those countries which generally are considered to be emerging
market countries by the international financial community. The Fund will
typically invest, at the time of purchase, up to the greater of either: o 20% of
total Fund assets in any particular country or industry at the time of purchase,
or, o 150% of the weighting of such country or industry as represented in the
MSCI EM IndexSM at the time of purchase.


The Fund may invest in other investment companies to the extent permitted under
the Investment Company Act of 1940, as amended, and the rules and regulations
thereunder.


The Sub-Adviser may sell securities for a variety of reasons, such as to secure
gains or redeploy assets into opportunities believed to be more promising,
among others.


The Fund may also lend portfolio securities on a short-term or long-term basis,
up to 30% of its assets.


--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

RISKS
You could lose money on an investment in the Fund. The Fund may be affected by
the following risks, among others:


CONVERTIBLE SECURITIES - the value of convertible securities may fall when
interest rates rise. Convertible securities with longer maturities tend to be
more sensitive to changes in interest rates usually making them more volatile
than convertible securities with shorter maturities. The Fund could lose money
if the issuer of a convertible security is unable to meet its financial
obligations or goes bankrupt.

FOREIGN INVESTING - foreign investments may be riskier than U.S. investments for
many reasons, including: changes in currency exchange rates; unstable political,
social and economic conditions; a lack of adequate or accurate company
information; differences in the way securities markets operate; less secure
foreign banks or securities depositories than those in the U.S.; less
standardization of accounting standards and market regulations in certain
foreign countries; and varying foreign controls on investments. Foreign
investments may also be affected by administrative difficulties, such as delays
in clearing and settling transactions. Additionally, securities of foreign
companies may be denominated in foreign currencies. Exchange rate fluctuations
may reduce or eliminate gains or create losses. Hedging strategies intended to
reduce this risk may not perform as expected. ADRs, EDRs and GDRs are subject to
risks of foreign investments, and they may not always track the price of the
underlying foreign security. These factors may make foreign investments more
volatile and potentially less liquid than U.S. investments. Because the Fund
invests in countries with emerging securities markets, the risks of foreign
investing may be greater, as these countries may be less politically and
economically stable than other countries. It may also be more difficult to buy
and sell securities in countries with emerging securities markets.


MARKET TRENDS - from time to time, the stock market may not favor the
value-oriented securities in which the Fund invests. Rather, the market could
favor growth-oriented securities, or may not favor equities at all.


OTHER INVESTMENT COMPANIES - the main risk of investing in other investment
companies is the risk that the value of the underlying securities might
decrease. Because the Fund may invest in other investment companies, you will
pay a proportionate share of the expenses of that other investment company
(including management fees, administration fees and custodial fees) in addition
to the expenses of the Fund.

PRICE VOLATILITY - the value of the Fund changes as the prices of its
investments go up or down. Equity securities face market, issuer and other
risks, and their values may fluctuate, sometimes rapidly and unpredictably.
Market risk is the risk that securities may decline in value due to factors
affecting securities markets generally or particular industries. Issuer risk is
the risk that the value of a security may decline for reasons relating to the
issuer such as changes in the financial condition of the issuer. While equities
may offer the potential for greater long-term growth than most debt securities,
they generally have higher volatility.

The Fund invests primarily in securities of larger companies, which sometimes
have more stable prices than smaller companies. However, the Fund may also
invest in small- and mid-sized companies, which may be more susceptible to price
volatility than larger companies because they typically have fewer financial
resources, more limited product and market diversification and may be dependent
on a few key managers.

VALUE INVESTING - securities that appear to be undervalued may never appreciate
to the extent expected. Further, because the prices of value- oriented
securities tend to correlate more closely with economic cycles than
growth-oriented securities, they generally are more sensitive to changing
economic conditions, such as changes in interest rates, corporate earnings and
industrial production.


INABILITY TO SELL SECURITIES - convertible securities, securities of smaller and
mid-sized companies and securities of companies located in countries with
emerging securities markets usually trade in lower volume and may be less liquid
than other investments and securities of companies located in larger, more
established markets. The Fund could lose money if it cannot sell a security at
the time and price that would be most beneficial to the Fund.

SECURITIES LENDING - there is the risk that when lending portfolio securities,
the securities may not be available to the Fund on a timely basis and it may
lose the opportunity to sell the securities at a desirable price. Engaging in
securities lending could have a leveraging effect which may intensify the market
risk, credit risk and other risks associated with investments in the Fund.

A more detailed discussion of the risks associated with investing in the Fund is
available in the "More Information About Risks" section. 16 ING Emerging
Countries Fund


                                                    ING EMERGING COUNTRIES FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

HOW THE FUND HAS   The following information is intended to help you understand
PERFORMED          the risks of investing in the Fund. The value of your shares
                   in the Fund will fluctuate depending on the Fund's investment
                   performance. The bar chart and table below show the changes
                   in the Fund's performance from year to year, and the table
                   compares the Fund's performance to the performance of a broad
                   measure of market performance for the same period. The Fund's
                   past performance (before and after income taxes) is no
                   guarantee of future results.

In addition, performance of a composite of similarly managed accounts is
presented in the "Management of the Funds - Adviser and Sub-Advisers" section of
this Prospectus.


The bar chart below provides some indication of the risks of investing in the
Fund by showing changes in the performance of the Fund's Class A shares from
year to year. These figures do not reflect sales charges and would be lower if
they did.


                        YEAR-BY-YEAR TOTAL RETURNS (%)(1)
                (FOR THE PERIODS ENDED DECEMBER 31 OF EACH YEAR)

[GRAPHIC APPEARS HERE]


  1998      1999         2000       2001       2002      2003       2004       2005       2006       2007
(22.19)     75.80      (31.94)     (7.67)     (9.11)     47.28      20.08      17.93      27.47      17.01


            Best and worst quarterly performance during this period:


                         Best: 4th quarter 1999: 36.28%
                       Worst: 3rd quarter 1998: (26.06)%


                         AVERAGE ANNUAL TOTAL RETURNS(1)
                    (FOR THE PERIODS ENDED DECEMBER 31, 2007)

The table below provides some indication of the risks of investing in the Fund
by comparing the Fund's Class A, Class B and Class C shares' performance to that
of a broad measure of market performance - the MSCI EM IndexSM. It is not
possible to invest directly in the index. The table also shows returns on a
before-tax and after-tax basis. After-tax returns are calculated using the
historical highest individual federal marginal income tax rates and do not
reflect the impact of state and local taxes.

Actual after-tax returns depend on an investor's tax situation and may differ
from those shown, and after-tax returns shown are not relevant to investors who
hold their Fund shares through tax-deferred arrangements, such as 401(k) plans
or individual retirement accounts.

In some cases the return after taxes may exceed the return before taxes due to
an assumed tax benefit from any losses on a sale of Fund shares at the end of
the measurement period.

After-tax returns are shown for Class A only. After-tax returns for other
classes will vary.


                                                                            1 YEAR          5 YEARS          10 YEARS
 CLASS A RETURN BEFORE TAXES(2)                                   %        10.28           23.98              8.63
 Class A Return After Taxes on Distributions(2)                   %         9.84           23.87              8.57
 Class A Return After Taxes on Distributions and Sale of          %         7.82           21.54              7.72
  Fund Shares(2)
 MSCI EM IndexSM (reflects no deductions for fees, expenses       %        39.39           37.02            14.53(4)
  or taxes)(3)
 CLASS B RETURN BEFORE TAXES(5)                                   %        11.10           24.41              8.66
 MSCI EM IndexSM (reflects no deductions for fees, expenses       %        39.39           37.02            14.53(4)
  or taxes)(3)
 CLASS C RETURN BEFORE TAXES(6)                                   %        15.13           24.57              8.52
 MSCI EM IndexSM (reflects no deductions for fees, expenses       %        39.39           37.02            14.53(4)
  or taxes)(3)


(1)  Effective March 1, 2005, Brandes Investment Partners, L.P. began serving as
     Sub-Adviser to the Fund and the Fund changed its principal investment
     strategies. ING Investments, LLC has been the Fund's adviser since May 24,
     1999; ING Investment Management Advisors B.V. served as sub-adviser from
     December 5, 2002 to March 1, 2005. The Fund did not have a sub-adviser from
     October 1, 2000 to December 4, 2002; however, prior to October 1, 2000, the
     Fund was advised by a different sub-adviser.

(2)  Reflects deduction of the maximum Class A sales charge of 5.75%.

(3)  The MSCI EM IndexSM is an unmanaged index that measures the performance of
     securities listed on exchanges in developing nations throughout the world.
     It includes the reinvestment of dividends and distributions net of
     withholding taxes, but does not reflect fees, brokerage commissions or
     other expenses of investing.

(4)  Prior to December 31, 2001, the index did not include the deduction of
     withholding taxes. The gross index return is for the period beginning
     January 1, 1998.

(5)  Reflects deduction of the deferred sales charge of 5.00% and 2.00%, for the
     1 Year and 5 Year returns, respectively.

(6)  Reflects deduction of the deferred sales charge of 1.00% for the 1 Year
     return.

[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                                               ING Emerging Countries Fund    17


                                                                        ADVISER
                                                            ING Investments, LLC

                                                                     SUB-ADVISER
                                        ING Clarion Real Estate Securities, L.P.

ING EUROPEAN REAL ESTATE FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

INVESTMENT OBJECTIVE

The Fund seeks to provide investors with high total return, consisting of
capital appreciation and current income. The Fund's investment objective is not
fundamental and may be changed without a shareholder vote.

[GRAPHIC APPEARS HERE]

PRINCIPAL  INVESTMENT STRATEGIES

Under normal market conditions, the Fund will invest at least 80% of its net
assets in a portfolio of equity securities of real estate companies located in
Europe. The Fund will provide shareholders with at least 60 days' prior notice
of any change in this investment policy. Real estate equity securities include
common stocks, preferred stocks and other equity securities issued by real
estate companies, including real estate investment trusts ("REITs") and similar
REIT-like entities. As a general matter, the Fund expects these investments to
be in common stocks of large-, mid-, and small-sized companies. The Fund may
invest in depositary receipts. The Sub-Adviser defines a European company as a
company (i) that is organized under the laws of, or with principal offices in,
Europe; (ii) that has 50% or more of its assets in Europe; or (iii) that derives
50% or more of its total revenue from sales made or real estate activities in
markets in Europe. Under normal market conditions, the Fund intends to emphasize
investment in developed countries, including, but not limited to, Austria,
Finland, France, Germany, Italy, the Netherlands, Norway, Spain, Sweden,
Switzerland and the United Kingdom. However, the Fund may also invest without
limit in companies located in emerging markets, such as those in Eastern Europe.
The Fund's assets will normally be invested in companies located in a number of
different European countries. The Sub-Adviser defines a real estate company as a
company that (i) derives at least 50% of its total revenue or earnings from
owning, operating, developing, managing and/

or selling real estate; or (ii) has at least 50% of its assets invested in real
estate.

The Sub-Adviser uses a multi-step investment process for constructing the Fund's
investment portfolio that combines top-down region and sector allocation with
bottom-up individual stock selection.

.    First, the Sub-Adviser selects sectors and geographic regions in which to
     invest, and determines the degree of representation of such sectors and
     regions, through a systematic evaluation of public and private property
     market trends and conditions.
.    Second, the Sub-Adviser uses an in-house valuation process to identify
     investments with superior current income and growth potential relative to
     their peers. This in-house valuation process examines several factors
     including:

(i)   value and property;
(ii)  capital structure; and
(iii) management and strategy.

The Fund is non-diversified, which means it may invest a significant portion of
its assets in a single issuer.


The Fund may invest in other investment companies to the extent permitted under
the Investment Company Act of 1940, as amended, and the rules and regulations
thereunder.


The Sub-Adviser may sell securities for a variety of reasons, such as to secure
gains, limit losses, or redeploy assets into opportunities believed to be more
promising, among others.


The Fund also may lend portfolio securities on a short-term or long-term basis,
up to 33 1/3% of its assets.


The Fund may engage in frequent and active trading or portfolio securities to
achieve its investment objective.

--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

RISKS
You could lose money on an investment in the Fund. The Fund may be affected by
the following risks, among others:


CONCENTRATION - because the Fund's investments are concentrated in one or more
real estate industries, the value of the Fund may be subject to greater
volatility than a fund with a portfolio that is less concentrated. If real
estate securities as a group fall out of favor, the Fund could underperform
funds that focus on other types of companies.

FOREIGN INVESTING - foreign investments may be riskier than U.S. investments for
many reasons, including: changes in currency exchange rates; unstable political,
social and economic conditions; a lack of adequate or accurate company
information; differences in the way securities markets operate; less secure
foreign banks or securities depositories than those in the U.S.; less
standardization of accounting standards and market regulations in certain
foreign countries and varying foreign controls on investments. Foreign
investments may also be affected by administrative difficulties, such as delays
in clearing and settling transactions. Additionally, securities of foreign
companies may be denominated in foreign currencies. Exchange rate fluctuations
may reduce or eliminate gains or create losses. Hedging strategies intended to
reduce this risk may not perform as expected. ADRs, EDRs and GDRs are subject to
risks of foreign investments, and they may not always track the price of the
underlying foreign security. These factors may make foreign investments more
volatile and potentially less liquid than U.S. investments. To the extent the
Fund invests in countries with emerging securities markets, there may be other
risks involved, such as those of immature economies, political instability and
less developed and more thinly traded securities markets. Significant levels of
foreign taxes, including withholding taxes also may apply to some foreign
investments.


MARKET TRENDS - from time to time, the stock market may not favor the securities
in which the Fund invests. Rather, the market could favor securities in
industries to which the Fund is not exposed, or may not favor equities at all.


NON-DIVERSIFICATION - the Fund is classified as a "non-diversified" investment
company under the Investment Company Act of 1940, as amended. If the Fund
invests a relatively high percentage of its assets in obligations of a limited
number of issuers, the Fund will be more at risk to any single corporate,
economic, political or regulatory event that impacts one or more of those
issuers. Conversely, even though classified as non-diversified, the Fund may
actually maintain a portfolio that is diversified with a large number of
issuers. In such an event, the Fund would benefit less from appreciation in a
single corporate issuer than if it had greater exposure to that issuer.

OTHER INVESTMENT COMPANIES - the main risk of investing in other investment
companies is the risk that the value of the underlying securities might
decrease. Because the Fund may invest in other investment companies, you will
pay a proportionate share of the expenses of that other investment company
(including management fees, administration fees and custodial fees) in addition
to the expenses of the Fund.

PRICE VOLATILITY - the value of the Fund changes as the prices of its
investments go up or down. Equity securities face market, issuer and other
risks, and their values may fluctuate, sometimes rapidly and unpredictably.
Market risk is the risk that securities may decline in value due to factors
affecting securities markets generally or particular industries. Issuer risk is
the risk that the value of a security may decline for reasons relating to the
issuer such as changes in the financial condition of the issuer. While equities
may offer the potential for greater long-term growth than most debt securities,
they generally have higher volatility.

The Fund invests in securities of larger companies, which sometimes have more
stable prices than smaller companies. However, the Fund may also invest in
small- and mid-sized companies, which may be more susceptible to price
volatility than larger companies because they typically have fewer financial
resources, more limited product and market diversification and may be dependent
on a few key managers. Securities of small- and mid-sized companies tend to be
more volatile and less liquid than stocks of larger companies.

REAL ESTATE - investments in issuers that are principally engaged in real
estate, including REITs, may subject the Fund to risks similar to those
associated with the direct ownership of real estate, including, terrorist
attacks, war or other acts that destroy real property (in addition to securities
market risks). These companies are sensitive to factors such as changes in real
estate values and property taxes, interest rates, cash flow of underlying real
estate assets, supply and demand, and the management skill and creditworthiness
of the issuer. REITs may also be affected by tax and regulatory requirements.


INABILITY TO SELL SECURITIES - securities of small- and mid-sized companies and
some foreign companies usually trade in lower volume and may be less liquid than
other investments and securities of larger, more established companies or U.S.
companies. The Fund could lose money if it cannot sell a security at a time and
price that would be most beneficial to the Fund.


PORTFOLIO TURNOVER - a high portfolio turnover rate involves greater expenses to
the Fund including brokerage commissions and other transaction costs, which may
have an adverse impact on performance, and is likely to generate more taxable
short-term gains for shareholders.

SECURITIES LENDING - there is the risk that when lending portfolio securities,
the securities may not be available to the Fund on a timely basis and it may
lose the opportunity to sell the securities at a desirable price. Engaging in
securities lending could have a leveraging effect which may intensify the market
risk, credit risk and other risks associated with investments in the Fund.


A more detailed discussion of the risks associated with investing in the Fund
is available in the "More Information About Risks" section.
18  ING European Real Estate Fund


                                                  ING EUROPEAN REAL ESTATE FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

HOW THE FUND HAS
PERFORMED

                Since ING European Real Estate Fund did not have a full year of
                performance as of December 31,2007, there is no performance
                information included in this Prospectus. Please visit the
                Fund's website at www.ingfunds.com to obtain performance
                information once it is available.

[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                                              ING European Real Estate Fund   19


                                                                        ADVISER
                                                            ING Investments, LLC

                                                                     SUB-ADVISER
                                           Julius Baer Investment Management LLC
ING FOREIGN FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

INVESTMENT OBJECTIVE

The Fund seeks long-term growth of capital. The Fund's investment objective is
not fundamental and may be changed without a shareholder vote.

[GRAPHIC APPEARS HERE]

PRINCIPAL  INVESTMENT STRATEGIES

Under normal conditions, the Fund invests in a wide variety of international
equity securities issued throughout the world, normally excluding the U.S. The
Fund normally invests at least 80% of its net assets in international equity
securities. The Fund will provide shareholders with at least 60 days' prior
notice of any change in this investment policy. The equity securities in which
the Fund may invest include common and preferred stock, American Depositary
Receipts ("ADRs"), European Depositary Receipts ("EDRs"), Global Depositary
Receipts ("GDRs"), convertible securities, rights, warrants and other
investment companies, including exchange-traded funds ("ETFs").


The Sub-Adviser selects stocks using a fundamental approach adjusted for
factors specific to each region. In developed markets (such as the U.S.,
Western Europe, and certain dollar bloc countries including Australia, New
Zealand and Canada), the stock selection process is primarily bottom-up. The
Sub-Adviser concentrates on company factors such as balance sheet metrics and
industry factors such as performance of particular industries in similar
macroeconomic environments and relative to the broader economy. The Sub-Adviser
believes that most investment returns in developed markets come from sound,
company specific fundamental research. In emerging markets, the Sub-Adviser
uses a top-down selection process, focusing on the macroeconomic, liquidity and
geopolitical factors of particular areas. The Sub-Adviser determines the Fund's
exposure to Japan using a combination of bottom-up and top-down analysis.
Bottom-up analysis is used to determine specific investments within Japan, but
top-down analysis is essential to the determination of country exposure.


In selecting investments for the Fund, the Sub-Adviser focuses on securities
located in a number of different countries. The Fund will normally invest at
least 65% of its assets in no fewer than three different countries located
outside the U.S. The Fund may invest a portion of its assets in securities of
issuers located in developing countries, often referred to as "emerging
markets". It presently does not anticipate investing more than 35% of its
assets in such securities.


The Sub-Adviser manages the Fund as a core international equity product and is
not constrained by a particular investment style. It may invest in "growth" or
"value" securities. The Sub-Adviser chooses securities in industries and
companies it believes are experiencing favorable demand for their products or
services. The Sub-Adviser considers companies with above average earnings
potential, companies that are dominant within their industry, companies within
industries that are undergoing dramatic change and companies that are market
leaders in developing industries. Other considerations include expected levels
of inflation, government policies or actions, currency relationships and
prospects for economic growth in a country or region. The Fund normally has a
bias towards larger companies, but may also invest in smaller companies. For
these purposes, larger companies include companies with market capitalizations
of $10 billion or greater.


The Fund may also invest in debt securities of U.S. or foreign issuers,
including (up to 10% of assets) high risk and high-yield, non-investment grade
instruments commonly known as junk bonds. The Fund may use futures, swaps and
warrants, which are types of derivatives for hedging purposes and to maintain
liquidity or to increase total return.

The Fund may invest in other investment companies to the extent permitted under
the Investment Company Act of 1940, as amended, and the rules and regulations
thereunder.


The Sub-Adviser may sell securities for a variety of reasons, such as to secure
gains, limit losses, or redeploy assets into opportunities believed to be more
promising, among others.

The Fund may lend portfolio securities on a short-term or long-term basis, up
to 33 1/3% of its total assets.

--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

RISKS
You could lose money on an investment in the Fund. The Fund may be affected by
the following risks, among others:


CONVERTIBLE AND DEBT SECURITIES - the value of convertible and debt securities
may fall when interest rates rise. Convertible and debt securities with longer
maturities tend to be more sensitive to changes in interest rates, usually
making them more volatile than convertible and debt securities with shorter
maturities. The Fund could lose money if the issuer of a convertible or debt
security is unable to meet its financial obligations or goes bankrupt.

DERIVATIVES - derivatives are subject to the risk of changes in the market
price of the underlying securities, credit risk with respect to the
counterparty to the derivative instruments, and the risk of loss due to changes
in interest rates. The use of certain derivatives may also have a leveraging
effect which may increase the volatility of the Fund and may reduce its
returns.

FOREIGN INVESTING - foreign investments may be riskier than U.S. investments for
many reasons, including: changes in currency exchange rates; unstable political,
social and economic conditions; a lack of adequate or accurate company
information; differences in the way securities markets operate; less secure
foreign banks or securities depositories than those in the U.S.; less
standardization of accounting standards and market regulations in certain
foreign countries; and varying foreign controls on investments. Foreign
investments may also be affected by administrative difficulties, such as delays
in clearing and settling transactions. Additionally, securities of foreign
companies may be denominated in foreign currency. Exchange rate fluctuations may
reduce or eliminate gains or create losses. Hedging strategies intended to
reduce this risk may not perform as expected. ADRs, EDRs and GDRs are subject to
risks of foreign investments, and they may not always track the price of the
underlying foreign security. These factors may make foreign investments more
volatile and potentially less liquid than U.S. investments. To the extent the
Fund invests in countries with emerging securities markets, the risks of foreign
investing may be greater, as these countries may be less politically and
economically stable than other countries. It may also be more difficult to buy
and sell securities in countries with emerging securities markets.

HIGH-YIELD, LOWER-GRADE DEBT SECURITIES - when the Fund invests in debt
securities rated below investment grade, its credit risk is greater than that of
funds that buy only investment-grade debt securities. Lower-grade debt
securities may be subject to greater market fluctuations and greater risks of
loss of income and principal than investment-grade debt securities. Debt
securities that are (or have fallen) below investment grade are exposed to a
greater risk that their issuers might not meet their debt obligations. The
market for these debt securities may be less liquid, making it difficult for the
Fund to sell them quickly at an acceptable price. These risks can reduce the
Fund's share price and the income it earns.

OTHER INVESTMENT COMPANIES - the main risk of investing in other investment
companies is the risk that the value of the underlying securities might
decrease. Because the Fund may invest in other investment companies, you will
pay a proportionate share of the expenses of that other investment company
(including management fees, administration fees and custodial fees) in addition
to the expenses of the Fund.

PRICE VOLATILITY - the value of the Fund changes as the prices of its
investments go up or down. Equity securities face market, issuer and other
risks, and their values may fluctuate, sometimes rapidly and unpredictably.
Market risk is the risk that securities may decline in value due to factors
affecting securities markets generally or particular industries. Issuer risk is
the risk that the value of a security may decline for reasons relating to the
issuer such as changes in the financial condition of the issuer. While equities
may offer the potential for greater long-term growth than most debt securities,
they generally have higher volatility.

The Fund normally has a bias toward securities of larger companies, which
sometimes have more stable prices than smaller companies. However, the Fund may
also invest in small- and mid-sized companies, which may be more susceptible to
price volatility than larger companies because they typically have fewer
financial resources, more limited product and market diversification and may be
dependent on a few key managers. Securities of small- and mid-sized companies
tend to be more volatile and less liquid than stocks of larger companies.

VALUE INVESTING - securities that appear to be undervalued may never appreciate
to the extent expected. Further, because the prices of value- oriented
securities tend to correlate more closely with economic cycles than
growth-oriented securities, they generally are more sensitive to changing
economic conditions, such as changes in interest rates, corporate earnings and
industrial production.


INABILITY TO SELL SECURITIES - convertible securities, securities of small-sized
and mid-sized companies and some foreign companies usually trade in lower volume
and may be less liquid than other investments and securities of larger, more
established companies or U.S. companies. The Fund could lose money if it cannot
sell a security at the time and price that would be most beneficial to the Fund.

SECURITIES LENDING - there is the risk that when lending portfolio securities,
the securities may not be available to the Fund on a timely basis and it may
lose the opportunity to sell the securities at a desirable price. Engaging in
securities lending could have a leveraging effect which may intensify the market
risk, credit risk and other risks associated with investments in the Fund.

A more detailed discussion of the risks associated with investing in the Fund is
available in the "More Information About Risks" section. 20 ING Foreign Fund


                                                               ING FOREIGN FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

HOW THE FUND HAS
PERFORMED

                The following information is intended to help you understand
                the risks of investing in the Fund. The value of your shares in
                the Fund will fluctuate depending on the Fund's investment
                performance. The bar chart and table below show the changes in
                the Fund's performance from year to year, and the table
                compares the Fund's performance to the performance of a broad
                measure of market performance for the same period. The Fund's
                past performance (before and after income taxes) is no
                guarantee of future results.


The bar chart below provides some indication of the risks of investing in the
Fund by showing changes in the performance of the Fund's Class A shares from
year to year. These figures do not reflect sales charges and would be lower if
they did.


                       YEAR-BY-YEAR TOTAL RETURNS (%)(1)
                (FOR THE PERIODS ENDED DECEMBER 31 OF EACH YEAR)

[GRAPHIC APPEARS HERE]


1998   1999   2000   2001   2002   2003   2004       2005       2006       2007
                                          18.21      15.04      29.10      16.16


            Best and worst quarterly performance during this period:


                         Best: 4th quarter 2004: 16.61%
                       Worst: 2nd quarter 2004: (4.03)%


                        AVERAGE ANNUAL TOTAL RETURNS(1)
                   (FOR THE PERIODS ENDED DECEMBER 31, 2007)

The table below provides some indication of the risks of investing in the Fund
by comparing the Fund's Class A, Class B and Class C shares' performance to that
of a broad measure of market performance - the Morgan Stanley Capital
International All Country World ex U.S. IndexSM ("MSCI All Country World ex U.S.
IndexSM"). It is not possible to invest directly in the index. The table also
shows returns on a before-tax and after-tax basis. After-tax returns are
calculated using the historical highest individual federal marginal income tax
rates and do not reflect the impact of state and local taxes.

Actual after-tax returns depend on an investor's tax situation and may differ
from those shown, and after-tax returns shown are not relevant to investors who
hold their Fund shares through tax-deferred arrangements, such as 401(k) plans
or individual retirement accounts.

In some cases the return after taxes may exceed the return before taxes due to
an assumed tax benefit from any losses on a sale of Fund shares at the end of
the measurement period.

After-tax returns are shown for Class A only. After-tax returns for other
classes will vary.


                                                                                          5 YEARS
                                                                       1 YEAR       (OR LIFE OF CLASS)      10 YEARS
 CLASS A RETURN BEFORE TAXES(2)                               %        9.49             20.14(1)               N/A
 Class A Return After Taxes on Distributions(2)               %        8.45             19.52(1)               N/A
 Class A Return After Taxes on Distributions and Sale of      %        7.50             17.64(1)               N/A
  Fund Shares(2)
 MSCI All Country World ex U.S. IndexSM (reflects no          %       16.65             24.17(4)               N/A
  deduction for fees, expenses or taxes)(3)
 CLASS B RETURN BEFORE TAXES(5)                               %       10.26             19.92(1)               N/A
 MSCI All Country World ex U.S. IndexSM (reflects no          %       16.65             24.17(4)               N/A
  deduction for fees, expenses or taxes)(3)
 CLASS C RETURN BEFORE TAXES(6)                               %       14.29             20.24(1)               N/A
 MSCI All Country World ex U.S. IndexSM (reflects no          %       16.65             24.17(4)               N/A
  deduction for fees, expenses or taxes)(3)


(1)   Class A, Class B and Class C shares commenced operations on July 1, 2003,
      July 8, 2003 and July 7, 2003, respectively.

(2)   Reflects deduction of the maximum Class A sales charge of 5.75%.

(3)   The MSCI All Country World ex U.S. IndexSM is a free float-adjusted market
      capitalization index that is designed to measure equity market performance
      in the global developed and emerging markets, excluding the U.S. It
      includes the reinvestment of dividends and distributions net of
      withholding taxes, but does not reflect fees, brokerage commissions or
      other expenses of investing.

(4)   The index returns for Class A, Class B and Class C shares are for the
      period beginning July 1, 2003.


(5)   Reflects deduction of the deferred sales charge of 5.00% and 2.00%, for
      the 1 Year and Life of Class returns, respectively.


(6)   Reflects deduction of the deferred sales charge of 1.00% for the 1 Year
      return.

[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                                                          ING Foreign Fund    21


                                                                        ADVISER
                                                            ING Investments, LLC

                                                                     SUB-ADVISER
                      ING Investment Management Asia/Pacific (Hong Kong) Limited
ING GREATER CHINA FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

INVESTMENT OBJECTIVE

The Fund seeks long-term capital appreciation. The Fund's investment objective
is not fundamental and may be changed without a shareholder vote.

[GRAPHIC APPEARS HERE]

PRINCIPAL  INVESTMENT STRATEGIES

The Fund normally invests at least 80% of its net assets in equity and
equity-related securities of issuers that: (i) are located in the Greater China
region; (ii) derive at least 50% of their revenue from the Greater China
region; (iii) have at least 50% of their assets in the Greater China region; or
(iv) are principally traded in the Greater China region. The Fund will provide
shareholders with at least 60 days' prior notice of any change in this
investment policy.

The Greater China region consists of China, Hong Kong and Taiwan. The equity
securities and equity-related securities in which the Fund may invest include:
common and preferred stocks and convertible securities; warrants; and
convertible bonds.


The Sub-Adviser manages the Fund as a core equity product that is not
constrained by a particular investment style or market capitalization. The Fund
may invest in "growth" and "value" securities.

The Fund is non-diversified, which means it may invest a significant portion of
its assets in a single issuer.

Many of the securities in which the Fund may invest are denominated in foreign
currencies. To protect the Fund against potential depreciation of the region's
currencies versus the U.S. dollar, the Fund may engage in currency hedging.


The Fund may invest up to 10% of its assets in warrants, and up to 20% of its
assets in fixed-income securities. Any fixed-income securities in which the Fund
may invest shall have at least one investment grade rating by either Standard
and Poor's Rating Corporation("S&P") or Moody's Investors Service, Inc.
("Moody's"). If issues or issuers in the Fund get downgraded to below investment
grade, (on both Moody's and S&P scale) the investment will be sold as soon as
reasonably possible. The Fund may invest in American Depositary Receipts
("ADRs"), International Depositary Receipts ("IDRs") and Global Depositary
Receipts ("GDRs"). The Fund may invest in derivative securities. Derivatives are
securities whose value may be based on other securities, currencies, interest
rates, or indices. Derivatives include: futures and forward contracts; options
on futures contracts; foreign currencies; securities and stock indices;
structured notes and indexed securities; and swaps, caps, floors and collars. Up
to 15% of the Fund's net assets may be invested in illiquid securities, other
restricted securities that are illiquid, and Rule 144A securities.


The Fund may invest in initial public offerings.


The Fund may invest in other investment companies to the extent permitted under
the Investment Company Act of 1940, as amended, and the rules and regulations
thereunder.


The Sub-Adviser may sell securities for a variety of reasons, such as to secure
gains, limit losses, or redeploy assets into opportunities believed to be more
promising, among others.


The Fund may lend portfolio securities on a short-term or long-term basis, up
to 33 1/3% of its assets.


--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

RISKS
You could lose money on an investment in the Fund. The Fund may be affected by
the following risks, among others:


RULE 144A SECURITIES - Rule 144A securities are securities that are not
registered, but which are bought and sold solely by institutional investors.
The Fund considers Rule 144A securities to be "liquid," although the market for
such securities typically is less active than public securities markets and may
lead to a decreased ability to sell these securities.

CONVERTIBLE AND DEBT SECURITIES -
the value of convertible and debt securities may fall when interest rates rise.
Convertible and debt securities with longer maturities tend to be more
sensitive to changes in interest rates, usually making them more volatile than
convertible and debt securities with shorter maturities. The Fund could lose
money if the issuer of a convertible and debt security is unable to meet its
financial obligations or goes bankrupt.

DERIVATIVES - derivatives are subject to the risk of changes in the market
price of the underlying securities, credit risk with respect to the
counterparty to the derivative instruments, and the risk of loss due to changes
in interest rates. The use of certain derivatives may also have a leveraging
effect which may increase the volatility of the Fund and may reduce its
returns.

FOREIGN INVESTING - foreign investments may be riskier than U.S. investments
for many reasons, including: changes in currency exchange rates; unstable
political, social and economic conditions; a lack of adequate or accurate
company information; differences in the way securities markets operate; less
secure foreign banks or securities depositories than those in the U.S.; less
standardization of accounting standards and market regulations in certain
foreign countries; and varying foreign controls on investments. Foreign
investments may also be affected by administrative difficulties, such as delays
in clearing and settling transactions. Additionally, securities of foreign
companies may be denominated in foreign currency. Exchange rate fluctuations
may reduce or eliminate gains or create losses. Hedging strategies intended to
reduce this risk may not perform as expected. ADRs, EDRs and GDRs are subject
to risks of foreign investments, and they may not always track the price of the
underlying foreign security. These factors may make foreign investments more
volatile and potentially less liquid than U.S. investments. To the extent the
Fund invests in countries with emerging securities markets, the risks of
foreign investing may be greater, as these countries may be less politically
and economically stable than other countries. It may also be more difficult to
buy and sell securities in countries with emerging securities markets.

GEOGRAPHIC CONCENTRATION IN THE GREATER CHINA REGION - Investments in the
Greater China region are subject to special risks, such as less developed or
less efficient trading markets, restrictions on monetary repatriation, possible
seizure, nationalization or expropriation of assets and unstable political and
economic conditions.

ILLIQUID SECURITIES - if a security is illiquid, the Fund might be unable to
sell the security at a time when the Sub-Adviser might wish to sell, and the
security could have the effect of decreasing the overall level of the Fund's
liquidity. Further, the lack of an established secondary market may make it
more difficult to value illiquid securities, which could vary from the amount
the Fund could realize upon disposition.


INITIAL PUBLIC OFFERINGS ("IPOS") -
IPOs and companies that have recently gone public have the potential to produce
substantial gains for the Fund. However, there is no assurance that the Fund
will have access to profitable IPOs. Furthermore, stocks of newly-public
companies may decline shortly after the initial public offering. When the
Fund's asset base is small, the impact of such investments on the Fund's return
will be magnified. As the Fund's assets grow, it is likely that the effect of
the Fund's investment in IPOs on the Fund's return will decline.


NON-DIVERSIFICATION - the Fund is classified as a "non-diversified" investment
company under the Investment Company Act of 1940, as amended. If the Fund
invests a relatively high percentage of its assets in obligations of a limited
number of issuers, the Fund will be more at risk to any single corporate,
economic, political or regulatory event that impacts one or more of those
issuers. Conversely, even though classified as non-diversified, the Fund may
actually maintain a portfolio that is diversified with a large number of
issuers. In such an event, the Fund would benefit less from appreciation in a
single corporate issuer than if it had greater exposure to that issuer.

OTHER INVESTMENT COMPANIES -
the main risk of investing in other investment companies is the risk that the
value of the underlying securities might decrease. Because the Fund may invest
in other investment companies, you will pay a proportionate share of the
expenses of that other investment company (including management fees,
administration fees and custodial fees) in addition to the expenses of the
Fund.

PRICE VOLATILITY - the value of the Fund changes as the prices of its
investments go up or down. Equity securities face market, issuer and other
risks, and their values may fluctuate, sometimes rapidly and unpredictably.
Market risk is the risk that securities may decline in value due to factors
affecting securities markets generally or particular industries. Issuer risk is
the risk that the value of a security may decline for reasons relating to the
issuer such as changes in the financial condition of the issuer. While equities
may offer the potential for greater long-term growth than most debt securities,
they generally have higher volatility.

The Fund invests in securities of larger companies which sometimes have more
stable prices than smaller companies. However, the Fund may also invest in
securities of small- and mid-sized companies which may be more susceptible to
price volatility than larger companies because they typically have fewer
financial resources, more limited product and market diversification, and may
be dependent on a few key managers.

SUB-CUSTODY - the Fund may invest in markets where custodial and/or settlement
systems are not fully developed. The assets of the Fund that are traded in such
markets and which have been entrusted to such sub-custodians may be exposed to
risk in circumstances where the sub-custodian will have no liability.

VALUE INVESTING - securities that appear to be undervalued may never appreciate
to the extent expected. Further, because the prices of value- oriented
securities tend to correlate more closely with economic cycles than
growth-oriented securities, they generally are more sensitive to changing
economic conditions, such as changes in interest rates, corporate earnings and
industrial production.


INABILITY TO SELL SECURITIES -
convertible securities, securities of smaller and mid-sized companies and
securities of companies located in countries with emerging securities markets
usually trade in lower volume and may be less liquid than other investments and
securities of companies located in larger, more established markets. The Fund
could lose money if it cannot sell a security at the time and price that would
be most beneficial to the Fund.

SECURITIES LENDING - there is the risk that when lending portfolio securities,
the securities may not be available to the Fund on a timely basis and it may
lose the opportunity to sell the securities at a desirable price. Engaging in
securities lending could have a leveraging effect which may intensify the
market risk, credit risk and other risks associated with investments in the
Fund.

A more detailed discussion of the risks associated with investing in the Fund
is available in the "More Information About Risks" section.
22  ING Greater China Fund


                                                         ING GREATER CHINA FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

HOW THE FUND HAS
PERFORMED

                The following information is intended to help you understand
                the risks of investing in the Fund. The value of your shares in
                the Fund will fluctuate depending on the Fund's investment
                performance. The bar chart and table below show the changes in
                the Fund's performance from year to year, and the table
                compares the Fund's performance to the performance of a broad
                measure of market performance for the same period. The Fund's
                past performance (before and after income taxes) is no
                guarantee of future results.

In addition, performance of a composite of similarly managed accounts is
presented in the "Management of the Funds - Adviser and Sub-Advisers" section
of this Prospectus.


The bar chart below provides some indication of the risks of investing in the
Fund by showing changes in the performance of the Fund's Class A shares from
year to year. These figures do not reflect sales charges and would be lower if
they did.


                       YEAR-BY-YEAR TOTAL RETURNS (%)(1)
                (FOR THE PERIODS ENDED DECEMBER 31 OF EACH YEAR)

[GRAPHIC APPEARS HERE]


1998   1999   2000   2001   2002   2003   2004   2005   2006       2007
                                                        48.77      40.74


            Best and worst quarterly performance during this period:


                         Best: 3rd quarter 2007: 28.61%

                        Worst: 4th quarter 2007: (4.65)%


                        AVERAGE ANNUAL TOTAL RETURNS(1)
                   (FOR THE PERIODS ENDED DECEMBER 31, 2007)

The table below provides some indication of the risks of investing in the Fund
by comparing the Fund's Class A, Class B and Class C shares' performance to
that of a broad measure of market performance - the Morgan Stanley Capital
International ("MSCI") All Countries Golden Dragon Index. It is not possible to
invest directly in the index. The table also shows returns on a before-tax and
after-tax basis. After-tax returns are calculated using the historical highest
individual federal marginal income tax rates and do not reflect the impact of
state and local taxes.

Actual after-tax returns depend on an investor's tax situation and may differ
from those shown, and after-tax returns shown are not relevant to investors who
hold their Fund shares through tax-deferred arrangements, such as 401(k) plans
or individual retirement accounts.

In some cases the return after taxes may exceed the return before taxes due to
an assumed tax benefit from any losses on a sale of Fund shares at the end of
the measurement period.

After-tax returns are shown for Class A only. After-tax returns for other
classes will vary.


                                                                                           5 YEARS
                                                                        1 YEAR       (OR LIFE OF CLASS)      10 YEARS
 CLASS A RETURN BEFORE TAXES(2)                               %       32.69              39.90(1)               N/A
 Class A Return After Taxes on Distributions(2)               %       28.39              37.66(1)               N/A
 Class A Return After Taxes on Distributions and Sale of      %       21.76              33.46(1)               N/A
  Fund Shares(2)
 MSCI All Countries Golden Dragon Index (reflects no          %       37.63              38.67(4)               N/A
  deduction for fees, expenses or taxes)(3)
 CLASS B RETURN BEFORE TAXES(5)                               %       34.68              38.54(1)               N/A
 MSCI All Countries Golden Dragon Index (reflects no          %       37.63              38.67(4)               N/A
  deduction for fees, expenses or taxes)(3)
 CLASS C RETURN BEFORE TAXES(6)                               %       38.56              39.83(1)               N/A
 MSCI All Countries Golden Dragon Index (reflects no          %       37.63              38.67(4)               N/A
  deduction for fees, expenses or taxes)(3)


(1)   Class A shares commenced operations on December 21, 2005. Class B shares
      commenced operations on January 6, 2006. Class C shares commenced
      operations on January 11, 2006.

(2)   Reflects deduction of the maximum Class A sales charge of 5.75%.

(3)   The MSCI All Countries Golden Dragon Index is a broad-based, unmanaged
      index of common stocks traded in China, Hong Kong and Taiwan. It includes
      the reinvestment of dividends and distributions net of withholding taxes,
      but does not reflect fees, brokerage commissions or other expenses of
      investing.

(4)   The index return for Class A, Class B and Class C shares is for the
      period beginning January 1, 2006.

(5)   Reflects deduction of the deferred sales charge of 5.00% and 4.00% for
      the 1 Year and Life of Class Returns, respectively.

(6)   Reflects deduction of the deferred sales charge of 1.00% for the 1 Year
      return.

[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                                                    ING Greater China Fund    23


                                                                        ADVISER
                                                            ING Investments, LLC

                                                                     SUB-ADVISER
                                         ING Investment Management Advisors B.V.
ING INDEX PLUS INTERNATIONAL EQUITY FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

INVESTMENT OBJECTIVE

The Fund seeks to outperform the total return performance of the Morgan Stanley
Capital International Europe, Australasia and Far East(Reg. TM) Index ("MSCI
EAFE(Reg. TM) Index"), while maintaining a market level of risk. The Fund's
investment objective is not fundamental and may be changed without a
shareholder vote.

[GRAPHIC APPEARS HERE]

PRINCIPAL  INVESTMENT STRATEGIES

The Fund normally invests at least 80% of its net assets in stocks included in
the MSCI EAFE(Reg. TM) Index, exchange-traded funds ("ETFs"), and derivatives
(including futures and options) whose economic returns are similar to the MSCI
EAFE(Reg. TM) Index or its components. The Fund will provide shareholders with
at least 60 days' prior notice of any change in this investment policy. The
MSCI EAFE(Reg. TM) Index is a market value-weighted index that reflects the
performance of approximately 1,100 securities listed on the stock exchanges of
Europe, Australasia and the Far East. ETFs are passively managed investment
companies traded on a securities exchange whose goal is to track or replicate a
desired index.


The Fund may also invest in securities that are convertible into common stocks
included in the MSCI EAFE(Reg. TM) Index.

In managing the Fund, the Sub-Adviser attempts to achieve the Fund's investment
objective by overweighting those stocks in the MSCI EAFE(Reg. TM) Index that
the Sub-Adviser believes will outperform the index, and underweighting (or
avoiding altogether) those stocks that the Sub-Adviser believes will
underperform the MSCI EAFE(Reg. TM) Index. In determining stock weightings, the
Sub-Adviser uses internally developed quantitative computer models to evaluate
various criteria, such as cash flows, earnings and price-to-book ratios of each
company, in an attempt to select companies with long-term sustainable growth
characteristics at acceptable valuation levels. The Fund's aggregate
characteristics will approximate that of the MSCI EAFE(Reg. TM) Index.

At any one time, the Sub-Adviser generally includes in the Fund between 300 and
400 of the stocks included in the MSCI EAFE(Reg. TM) Index. Although the Fund
will not hold all the stocks in the MSCI EAFE(Reg. TM) Index, the Sub-Adviser
expects that there will be a close correlation between the performance of the
Fund and that of the MSCI EAFE(Reg. TM) Index in both rising and falling
markets. The Fund will pay transactional and other expenses that are not
reflected in the MSCI EAFE(Reg. TM) Index. This will give the Fund a
performance disadvantage in relation to the MSCI EAFE(Reg. TM) Index.


The Fund may invest in other investment companies to the extent permitted under
the Investment Company Act of 1940, as amended, and the rules and regulations
thereunder.


The Sub-Adviser may sell securities for a variety of reasons, such as to secure
gains, limit losses, or redeploy assets into opportunities believed to be more
promising, among others.


The Fund may lend portfolio securities on a short-term or long-term basis, up
to 33 1/3% of its assets.


The Fund may engage in frequent and active trading of portfolio securities to
achieve its investment objective.

--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

RISKS
You could lose money on an investment in the Fund. The Fund may be affected by
the following risks, among others:


CONVERTIBLE SECURITIES - the value of convertible securities may fall when
interest rates rise. Convertible securities with longer maturities tend to be
more sensitive to changes in interest rates usually making them more volatile
than convertible securities with shorter maturities. The Fund could lose money
if the issuer of a convertible security is unable to meet its financial
obligations or goes bankrupt.

DERIVATIVES - derivatives are subject to the risk of changes in the market
price of the underlying securities, credit risk with respect to the
counterparty to the derivative instruments, and the risk of loss due to changes
in interest rates. The use of certain derivatives may also have a leveraging
effect which may increase the volatility of the Fund and may reduce its
returns.

FOREIGN INVESTING - foreign investments may be riskier than U.S. investments
for many reasons, including: changes in currency exchange rates; unstable
political, social and economic conditions; a lack of adequate or accurate
company information; differences in the way securities markets operate; less
secure foreign banks or securities depositories than those in the United
States; less standardization of accounting standards and market regulations in
certain foreign countries; and varying foreign controls on investment. Foreign
investments may also be affected by administrative difficulties, such as delays
in clearing and settling transactions. Additionally, securities of foreign
companies may be denominated in foreign currency. Exchange rate fluctuations
may reduce or eliminate gains or create losses. Hedging strategies intended to
reduce this risk may not perform as expected. These factors may make foreign
investments more volatile and potentially less liquid than U.S. investments.

OTHER INVESTMENT COMPANIES -
the main risk of investing in other investment companies is the risk that the
value of the underlying securities might decrease. Because the Fund invests in
other investment companies, you will pay a proportionate share of the expenses
of that other investment company (including management fees, administration
fees and custodial fees) in addition to the expenses of the Fund.

PRICE VOLATILITY - the value of the Fund changes as the prices of its
investments go up or down. Equity securities face market, issuer and other
risks, and their values may fluctuate, sometimes rapidly and unpredictably.
Market risk is the risk that securities may decline in value due to factors
affecting securities markets generally or particular industries. Issuer risk is
the risk that the value of a security may decline for reasons relating to the
issuer such as changes in the financial condition of the issuer. While equities
may offer the potential for greater long-term growth than most debt securities,
they generally have higher volatility.

The Fund invests in securities of larger companies, which sometimes have more
stable prices than smaller companies. However, the Fund may also invest in
small- and mid-sized companies, which may be more susceptible to price
volatility than larger companies because they typically have fewer financial
resources, more limited product and market diversification and may be dependent
on a few key managers. Securities of small- and mid-sized companies tend to be
more volatile and less liquid than stocks of larger companies.


INABILITY TO SELL SECURITIES - convertible securities, securities of small-sized
and mid-sized companies and some foreign companies usually trade in lower volume
and may be less liquid than other investments and securities of larger, more
established companies or U.S. companies. The Fund could lose money if it cannot
sell a security at the time and price that would be most beneficial to the Fund.

SECURITIES LENDING - there is the risk that when lending portfolio securities,
the securities may not be available to the Fund on a timely basis and it may
lose the opportunity to sell the securities at a desirable price. Engaging in
securities lending could have a leveraging effect which may intensify the market
risk, credit risk and other risks associated with investments in the Fund.

PORTFOLIO TURNOVER - a high portfolio turnover rate involves greater expenses to
the Fund including brokerage commissions and other transaction costs, which may
have an adverse impact on performance, and is likely to generate more taxable
short-term gains for shareholders.

A more detailed discussion of the risks associated with investing in the Fund is
available in the "More Information About Risks" section. 24 ING Index Plus
International Equity Fund


                                       ING INDEX PLUS INTERNATIONAL EQUITY FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

HOW THE FUND HAS
PERFORMED

                The following information is intended to help you understand
                the risks of investing in the Fund. The value of your shares in
                the Fund will fluctuate depending on the Fund's investment
                performance. The bar chart and table below show the changes in
                the Fund's performance from year to year, and the table
                compares the Fund's performance to the performance of a broad
                measure of market performance for the same period. The Fund's
                past performance (before and after income taxes) is no
                guarantee of future results.


The bar chart below provides some indication of the risks of investing in the
Fund by showing changes in the performance of the Fund's Class A shares from
year to year. These figures do not reflect sales charges and would be lower if
they did.


                       YEAR-BY-YEAR TOTAL RETURNS (%)(1)
                (FOR THE PERIODS ENDED DECEMBER 31 OF EACH YEAR)

[GRAPHIC APPEARS HERE]


1998   1999   2000   2001   2002   2003   2004   2005   2006       2007
                                                        24.62      7.38


            Best and worst quarterly performance during this period:


                         Best: 4th quarter 2006: 10.01%

                       Worst: 4th quarter 2007: (3.38)%


                        AVERAGE ANNUAL TOTAL RETURNS(1)
                   (FOR THE PERIODS ENDED DECEMBER 31, 2007)


The table below provides some indication of the risks of investing in the Fund
by comparing the Fund's Class A, Class B and Class C shares' performance to
that of a broad measure of market performance - the MSCI EAFE(Reg. TM) Index.
It is not possible to invest directly in the index. The table also shows
returns on a before-tax and after-tax basis. After-tax returns are calculated
using the historical highest individual federal marginal income tax rates and
do not reflect the impact of state and local taxes.


Actual after-tax returns depend on an investor's tax situation and may differ
from those shown, and after-tax returns shown are not relevant to investors who
hold their Fund shares through tax-deferred arrangements, such as 401(k) plans
or individual retirement accounts.

In some cases the return after taxes may exceed the return before taxes due to
an assumed tax benefit from any losses on a sale of Fund shares at the end of
the measurement period.

After-tax returns are shown for Class A only. After-tax returns for other
classes will vary.


                                                                                            5 YEARS
                                                                         1 YEAR       (OR LIFE OF CLASS)      10 YEARS
 CLASS A RETURN BEFORE TAXES(2)                                 %         1.23            11.80(1)               N/A
 Class A Return After Taxes on Distributions(2)                 %       (1.89)             9.69(1)               N/A
 Class A Return After Taxes on Distributions and Sale of        %         1.87             9.23(1)               N/A
  Fund Shares(2)
 MSCI EAFE(Reg. TM) Index (reflects no deduction for fees,      %        11.17            18.51(4)               N/A
  expenses or taxes)(3)
 CLASS B RETURN BEFORE TAXES(5)                                 %         2.57            10.96(1)               N/A
 MSCI EAFE(Reg. TM) Index (reflects no deduction for fees,      %        11.17            18.51(4)               N/A
  expenses or taxes)(3)
 CLASS C RETURN BEFORE TAXES(6)                                 %         6.38            12.67(1)               N/A
 MSCI EAFE(Reg. TM) Index (reflects no deduction for fees,      %        11.17            18.51(4)               N/A
  expenses or taxes)(3)


(1)   Class A shares commenced operations on December 21, 2005. Class B and
      Class C shares commenced operations on January 12, 2006.

(2)   Reflects deduction of the maximum Class A sales charge of 5.75%.

(3)   The MSCI EAFE(Reg. TM) Index is an unmanaged index that measures the
      performance of securities listed on exchanges in Europe, Australasia and
      the Far East. It includes the reinvestment of dividends and distributions
      net of withholding taxes, but does not reflect fees, brokerage
      commissions or other expenses of investing.

(4)   The index return for Class A, Class B and Class C shares is for the
      period beginning January 1, 2006.

(5)   Reflects deduction of the deferred sales charge of 5.00% and 4.00% for
      the 1 Year and Life of Class returns, respectively.

(6)   Reflects deduction of the deferred sales charge of 1.00% for the 1 Year
      return.

[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                                  ING Index Plus International Equity Fund    25


                                                                        ADVISER
                                                            ING Investments, LLC

                                                                     SUB-ADVISER
                                               Hansberger Global Investors, Inc.
ING INTERNATIONAL CAPITAL APPRECIATION FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

INVESTMENT OBJECTIVE

The Fund seeks capital appreciation. The Fund's investment objective is not
fundamental and may be changed without a shareholder vote.

[GRAPHIC APPEARS HERE]

PRINCIPAL  INVESTMENT STRATEGIES
Under normal circumstances, the Fund will invest at least 65% of its total
assets in equity securities of companies located in a number of different
countries, other than the U.S. The Fund may invest in companies of any size.
The Fund primarily invests in established foreign securities markets, although
it may invest in emerging market countries or developing countries as well.
These securities generally include common and preferred stocks, as well as
securities convertible into common stock.

The Fund may invest in American Depositary Receipts ("ADRs"), European
Depositary Receipts ("EDRs") and Global Depositary Receipts ("GDRs"), as well
as certain fixed-income securities, which may include convertible bonds and
convertible preferred securities, which may be highly rated by independent
rating agencies or, if unrated, considered by the Sub-Adviser to be of
comparable quality.

Specifically, the Sub-Adviser searches for companies that are leaders in their
industries and that create sustainable earnings growth. The Sub-Adviser uses a
bottom-up stock selection analysis through fundamental research supplemented by
quantitative analysis. The Sub-Adviser seeks to manage risk by diversifying
among several geographic regions and individual countries.

The Sub-Adviser uses a three-step process for constructing the Fund's
portfolio:
o     Prior to implementing its fundamental research process, the Sub-Adviser
      begins with a quantitative screening of 10,000 companies eliminating
      those that lack superior growth characteristics or historical long-term
      fundamentals.
o     Next, the Sub-Adviser seeks companies possessing sustainable competitive
      advantages, industry leadership, high sector growth, superior
      profitability, and low balance sheet risk.
o     Finally, the Sub-Adviser focuses on the remaining 80-100 companies to
      determine if they exhibit both reasonable valuations and improving
      prospects. This is done through proprietary fundamental research and
      analysis, looking at a three-year forecast horizon.

Only those securities that are in a specific range for a number of valuation
and fundamental measures are held in the Fund.

The Fund invests a substantial amount of its assets in foreign investments
which are denominated in other currencies besides the U.S. dollar and can be
affected by fluctuations in exchange rates.


The Fund invests in other investment companies to the extent permitted under
the Investment Company Act of 1940, as amended, and the rules and regulations
thereunder.

The Fund may lend portfolio securities on a short-term or long-term basis, up
to 33 1/3% of its assets.


The Sub-Adviser may sell securities for a variety of reasons, such as to secure
gains, limit losses, or redeploy assets into opportunities believed to be more
promising, among others.

--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

RISKS
You could lose money on an investment in the Fund. The Fund may be affected by
the following risks, among others:


CONVERTIBLE AND DEBT SECURITIES - the value of convertible and debt securities
may fall when interest rates rise. Convertible and debt securities with longer
maturities tend to be more sensitive to changes in interest rates, usually
making them more volatile than convertible and debt securities with shorter
maturities. The Fund could lose money if the issuer of a convertible or debt
security is unable to meet its financial obligations or goes bankrupt.

FOREIGN INVESTING - foreign investments may be riskier than U.S. investments
for many reasons, including: changes in currency exchange rates; unstable
political, social and economic conditions; a lack of adequate or accurate
company information; differences in the way securities markets operate; less
secure foreign banks or securities depositories than those in the U.S.; less
standardization of accounting standards and market regulations in certain
foreign countries; and varying foreign controls on investments. Foreign
investments may also be affected by administrative difficulties, such as delays
in clearing and settling transactions. Additionally, securities of foreign
companies may be denominated in foreign currency. Exchange rate fluctuations
may reduce or eliminate gains or create losses. Hedging strategies intended to
reduce this risk may not perform as expected. ADRs, EDRs and GDRs are subject
to risks of foreign investments, and they may not always track the price of the
underlying foreign security. These factors may make foreign investments more
volatile and potentially less liquid than U.S. investments. To the extent the
Fund invests in countries with emerging securities markets, the risks of
foreign investing may be greater, as these countries may be less politically
and economically stable than other countries. It may also be more difficult to
buy and sell securities in countries with emerging securities markets.

OTHER INVESTMENT COMPANIES -
the main risk of investing in other investment companies is the risk that the
value of the underlying securities might decrease. Because the Fund may invest
in other investment companies, you will pay a proportionate share of the
expenses of that other investment company (including management fees,
administration fees and custodial fees) in addition to the expenses of the
Fund.

PRICE VOLATILITY - the value of the Fund changes as the prices of its
investments go up or down. Equity securities face market, issuer and other
risks, and their values may fluctuate, sometimes rapidly and unpredictably.
Market risk is the risk that securities may decline in value due to factors
affecting securities markets generally or particular industries. Issuer risk is
the risk that the value of a security may decline for reasons relating to the
issuer such as changes in the financial condition of the issuer. While equities
may offer the potential for greater long-term growth than most debt securities,
they generally have higher volatility.

The Fund invests in securities of larger companies, which sometimes have more
stable prices than smaller companies. However, the Fund may also invest in
small- and mid-sized companies, which may be more susceptible to price
volatility than larger companies because they typically have fewer financial
resources, more limited product and market diversification and may be dependent
on a few key managers. Securities of small- and mid-sized companies tend to be
more volatile and less liquid than stocks of larger companies.


INABILITY TO SELL SECURITIES -
convertible securities, securities of smaller and mid-sized companies and
securities of companies located in countries with emerging securities markets
usually trade in lower volume and may be less liquid than other investments and
securities of companies located in larger, more established markets. The Fund
could lose money if it cannot sell a security at the time and price that would
be most beneficial to the Fund.

SECURITIES LENDING - there is the risk that when lending portfolio securities,
the securities may not be available to the Fund on a timely basis and it may
lose the opportunity to sell the securities at a desirable price. Engaging in
securities lending could have a leveraging effect which may intensify the
market risk, credit risk and other risks associated with investments in the
Fund.

A more detailed discussion of the risks associated with investing in the Fund
is available in the "More Information About Risks" section.
26  ING International Capital Appreciation Fund


                                    ING INTERNATIONAL CAPITAL APPRECIATION FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

HOW THE FUND HAS
PERFORMED

                The following information is intended to help you understand
                the risks of investing in the Fund. The value of your shares in
                the Fund will fluctuate depending on the Fund's investment
                performance. The bar chart and table below show the changes in
                the Fund's performance from year to year, and the table
                compares the Fund's performance to the performance of a broad
                measure of market performance for the same period. The Fund's
                past performance (before and after income taxes) is no
                guarantee of future results.

In addition, performance of a composite of similarly managed accounts is
presented in the "Management of the Funds - Adviser and Sub-Advisers" section of
this Prospectus.


The bar chart below provides some indication of the risks of investing in the
Fund by showing changes in the performance of the Fund's Class A shares from
year to year. These figures do not reflect sales charges and would be lower if
they did.


                       YEAR-BY-YEAR TOTAL RETURNS (%)(1)
                (FOR THE PERIODS ENDED DECEMBER 31 OF EACH YEAR)

[GRAPHIC APPEARS HERE]


1998   1999   2000   2001   2002   2003   2004   2005   2006       2007
                                                        22.28      18.43


            Best and worst quarterly performance during this period:


                         Best: 4th quarter 2006: 10.78%
                        Worst: 2nd quarter 2006: (1.70)%


                        AVERAGE ANNUAL TOTAL RETURNS(1)
                   (FOR THE PERIODS ENDED DECEMBER 31, 2007)

The table below provides some indication of the risks of investing in the Fund
by comparing the Fund's Class A, Class B and Class C shares' performance to that
of a broad measure of market performance - the Morgan Stanley Capital
International All Country World ex U.S. IndexSM ("MSCI All Country World ex U.S.
IndexSM"). It is not possible to invest directly in the index. The table also
shows returns on a before-tax and after-tax basis. After-tax returns are
calculated using the historical highest individual federal marginal income tax
rates and do not reflect the impact of state and local taxes.

Actual after-tax returns depend on an investor's tax situation and may differ
from those shown, and after-tax returns shown are not relevant to investors who
hold their Fund shares through tax-deferred arrangements, such as 401(k) plans
or individual retirement accounts.

In some cases the return after taxes may exceed the return before taxes due to
an assumed tax benefit from any losses on a sale of Fund shares at the end of
the measurement period.

After-tax returns are shown for Class A only. After-tax returns for other
classes will vary.


                                                                                           5 YEARS
                                                                        1 YEAR       (OR LIFE OF CLASS)      10 YEARS
 CLASS A RETURN BEFORE TAXES(2)                               %       11.63              16.12(1)               N/A
 Class A Return After Taxes on Distributions(2)               %       10.27              15.00(1)               N/A
 Class A Return After Taxes on Distributions and Sale of      %        7.99              13.30(1)               N/A
  Fund Shares(2)
 MSCI All Country World ex U.S. IndexSM (reflects no          %       16.65              21.55(4)               N/A
  deduction for fees, expenses or taxes)(3)
 CLASS B RETURN BEFORE TAXES(5)                               %       12.40              14.98(1)               N/A
 MSCI All Country World ex U.S. IndexSM (reflects no          %       16.65              21.55(4)               N/A
  deduction for fees, expenses or taxes)(3)
 CLASS C RETURN BEFORE TAXES(6)                               %       16.30              17.94(1)               N/A
 MSCI All Country World ex U.S. IndexSM (reflects no          %       16.65              18.84(7)               N/A
  deduction for fees, expenses or taxes)(3)



(1)   Class A shares commenced operations on December 21, 2005. Class B shares
      commenced operations on January 9, 2006. Class C shares commenced
      operations on January 24, 2006.


(2)   Reflects deduction of the maximum Class A sales charge of 5.75%.

(3)   The MSCI All Country World ex US IndexSM is a free float-adjusted market
      capitalization index that is designed to measure equity market
      performance in the global developed and emerging markets, excluding the
      U.S. It includes the reinvestment of dividends and distributions net of
      withholding taxes, but does not reflect fees, brokerage commissions or
      other expenses of investing.


(4)   The index returns for Class A and Class B shares are for the period
      beginning January 1, 2006.


(5)   Reflects deduction of deferred sales charge of 5.00% and 4.00% for the 1
      Year and Life of Class returns, respectively.

(6)   Reflects deduction of deferred sales charge of 1.00% for the 1 Year
      return.


(7)   The index returns for Class C shares are for the period beginning
      February 1, 2006.


[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                               ING International Capital Appreciation Fund    27


                                                                        ADVISER
                                                            ING Investments, LLC

                                                                     SUB-ADVISER
                                         ING Investment Management Advisors B.V.
ING INTERNATIONAL EQUITY DIVIDEND FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

INVESTMENT OBJECTIVE

The Fund seeks growth of capital with dividend income as a secondary
consideration. The Fund's investment objective is not fundamental and may be
changed without a shareholder vote.

[GRAPHIC APPEARS HERE]

PRINCIPAL  INVESTMENT STRATEGIES

Under normal market conditions, the Fund will invest at least 80% of its net
assets (plus borrowings for investment purposes, if any) in a portfolio of
equity securities of dividend paying companies. The Fund will provide
shareholders with at least 60 day's prior notice of any change in this
investment policy. At least 65% of the assets of the Fund will normally be
invested in equity securities of issuers located in a number of different
countries, other than the U.S. ("foreign securities"), and at least 75% of its
assets will normally be invested in common and preferred stocks, warrants and
convertible securities. The Fund may invest in companies of any size. The Fund
may invest in companies located in countries with emerging securities markets
when the Sub-Adviser believes they present attractive investment opportunities.
Foreign securities means securities issued by companies: (i) that are organized
under the laws of, or with principal offices in, a country other than the U.S.;
(ii) whose principal securities trading markets are outside the U.S.; (iii)
that have 50% or more of their assets outside the U.S.; or (iv) that derive 50%
or more of their total revenue from either goods or services produced or sales
made in markets outside the U.S.


The Sub-Adviser seeks to construct a portfolio of securities with a dividend
yield that exceeds the average dividend yield of the companies included in the
Morgan Stanley Capital International World ex-U.S. IndexSM.

The Sub-Adviser uses a quantitative screening process to assist in the
selection of companies according to the following criteria:
o     An above average dividend yield and the stability and growth of the
      dividend yield.
o     Market capitalization that is usually above $1 billion (although the Fund
      may also invest in companies with market capitalization ranges of any
      size).
o     Growth of the dividend over several years.
o     Annual earnings growth over several years.
o     The analysis of fundamental factors is used to limit the risk of
      investing in or holding unprofitable companies. These fundamental factors
      include: earnings, capital structure, dividend coverage, and credit
      ratings.

The Sub-Adviser may from time-to-time select securites that do not meet all of
these criteria. In addition, the Sub-Adviser combines fundamental analysis of
each company with an allocation among industry sectors that is based on
quantitative screening.


The Fund invests in other investment companies to the extent permitted under
the Investment Company Act of 1940, as amended, and the rules and regulations
thereunder.


The Sub-Adviser may sell securities for a variety of reasons, such as to secure
gains, limit losses, or redeploy assets into opportunities believed to be more
promising, among others.


The Fund may also lend portfolio securities on a short-term or long-term basis,
up to 33 1/3% of its assets.

The Fund may engage in frequent and active trading of portfolio securities to
achieve its investment objective.


--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

RISKS
You could lose money on an investment in the Fund. The Fund may be affected by
the following risks, among others:


CONVERTIBLE SECURITIES -
the value of convertible securities may fall when interest rates rise.
Convertible securities with longer maturities tend to be more sensitive to
changes in interest rates usually making them more volatile than convertible
securities with shorter maturities. The Fund could also lose money if the
issuer of a convertible security is unable to meet its financial obligations or
goes bankrupt.

FOREIGN INVESTING - foreign investments may be riskier than U.S. investments
for many reasons, including: changes in currency exchange rates; unstable
political, social and economic conditions; a lack of adequate or accurate
company information; differences in the way securities markets operate; less
secure foreign banks or securities depositories than those in the U.S.; less
standardization of accounting standards and market regulations in certain
foreign countries and varying foreign controls on investments. Foreign
investments may also be affected by administrative difficulties, such as delays
in clearing and settling transactions. Additionally, securities of foreign
companies may be denominated in foreign currencies. Exchange rate fluctuations
may reduce or eliminate gains or create losses. These factors may make foreign
investments more volatile and potentially less liquid than U.S. investments. To
the extent the Fund invests in countries with emerging securities markets, the
risks of foreign investing may be greater, as these countries may be less
politically and economically stable than other countries. It may also be more
difficult to buy and sell securities in countries with emerging securities
markets.

The Sub-Adviser does not hedge against currency movements in the various
markets in which the Fund will invest so the value of the Fund is subject to
the risk of adverse changes in currency exchange rates.


MARKET TRENDS - from time to time, the stock market may not favor the dividend
paying securities in which the Fund invests. Rather, the market could favor
value-oriented securities, or may not favor equities at all.


OTHER INVESTMENT COMPANIES -
the main risk of investing in other investment companies is the risk that the
value of the underlying securities might decrease. Because the Fund may invest
in other investment companies, you will pay a proportionate share of the
expenses of that other investment company (including management fees,
administration fees and custodial fees) in addition to the expenses of the
Fund.

PRICE VOLATILITY - the value of the Fund changes as the prices of its
investments go up or down. Equity securities face market, issuer and other
risks, and their values may fluctuate, sometimes rapidly and unpredictably.
Market risk is the risk that securities may decline in value due to factors
affecting securities markets generally or particular industries. Issuer risk is
the risk that the value of a security may decline for reasons relating to the
issuer such as changes in the financial condition of the issuer. While equities
may offer the potential for greater long-term growth than most debt securities,
they generally have higher volatility.

The Fund invests in securities of larger companies, which sometimes have more
stable prices than smaller companies. However, the Fund may also invest in
small- and mid-sized companies, which may be more susceptible to price
volatility than larger companies because they typically have fewer financial
resources, more limited product and market diversification and may be dependent
on a few key managers. Securities of small- and mid-sized companies tend to be
more volatile and less liquid than stocks of larger companies.


INABILITY TO SELL SECURITIES -
convertible securities, securities of small-sized and mid-sized companies and
some foreign companies usually trade in lower volume and may be less liquid
than other investments and securities of larger, more established companies or
U.S. companies. The Fund could lose money if it cannot sell a security at the
time and price that would be most beneficial to the Fund.

SECURITIES LENDING - there is the risk that when lending portfolio securities,
the securities may not be available to the Fund on a timely basis and it may
lose the opportunity to sell the securities at a desirable price. Engaging in
securities lending could have a leveraging effect which may intensify the
market risk, credit risk and other risks associated with investments in the
Fund.


PORTFOLIO TURNOVER - a high portfolio turnover rate involves greater expenses
to the Fund including brokerage commissions and other transaction costs, which
may have an adverse impact on performance, and is likely to generate more
taxable short-term gains for shareholders.


A more detailed discussion of the risks associated with investing in the Fund
is available in the "More Information About Risks" section.
28  ING International Equity Dividend Fund


                                         ING INTERNATIONAL EQUITY DIVIDEND FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

HOW THE FUND HAS
PERFORMED

                Since ING International Equity Dividend Fund did not have a
                full year of performance as of December 31, 2007, there is no
                performance information included in this Prospectus. Please
                visit the Fund's website at www.ingfunds.com to obtain
                performance information once it is available.

[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                                      ING International Equity Dividend Fund  29


                                                                        ADVISER
                                                            ING Investments, LLC

                                                                     SUB-ADVISER
                                                   ING Investment Management Co.
ING INTERNATIONAL GROWTH OPPORTUNITIES FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

INVESTMENT OBJECTIVE

The Fund's investment objective is to seek long-term growth of capital through
investment in equity securities and equity equivalents of companies outside of
the U.S.

[GRAPHIC APPEARS HERE]

PRINCIPAL  INVESTMENT STRATEGIES
Under normal conditions, the Fund invests at least 65% of its net assets in
equity securities of issuers located in a number of different countries outside
of the U.S. The Fund invests primarily in companies with a large market
capitalization, but may also invest in mid- and small-sized companies. The Fund
generally invests in common and preferred stocks, warrants and convertible
securities. The Fund may invest in companies located in countries with emerging
securities markets when the Sub-Adviser believes they present attractive
investment opportunities. The Fund may invest in government debt securities of
developed foreign countries. The Fund also may invest up to 35% of its assets
in securities of U.S. issuers, including investment-grade government and
corporate debt securities.

The Sub-Adviser primarily uses a bottom-up fundamental analysis to identify
stocks which it believes offer attractive growth prospects relative to their
peers in the same industry, sector or region. The valuation characteristics of
stocks expected to exhibit growth are also assessed to determine whether the
expected growth allows for capital appreciation. Customized sector, country and
universe screens are employed to help rank stocks in terms of their relative
attractiveness based on a blend of growth and valuation factors. The relative
riskiness of individual securities is also assessed prior to a decision to
purchase a security.

The Fund may invest in derivative instruments, including, but not limited to,
futures, options and foreign currency contracts.

The Fund may also invest in other investment companies, including
exchange-traded funds ("ETFs"), to the extent permitted under the Investment
Company Act of 1940, as amended, and the rules and regulations thereunder.

The Sub-Adviser may sell securities for a variety of reasons, such as to secure
gains, limit losses, or redeploy assets into opportunities believed to be more
promising, among others.


The Fund also may lend portfolio securities on a short-term or long-term basis,
up to 33 1/3% of its assets.


The Fund may engage in frequent and active trading of portfolio securities to
achieve its investment objective.

--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

RISKS
You could lose money on an investment in the Fund. The Fund may be affected by
the following risks, among others:


CONVERTIBLE AND DEBT SECURITIES -
the value of convertible and debt securities may fall when interest rates rise.
Convertible and debt securities with longer maturities tend to be more
sensitive to changes in interest rates, usually making them more volatile than
convertible and debt securities with shorter maturities. The Fund could lose
money if the issuer of a convertible or debt security is unable to meet its
financial obligations or goes bankrupt.

DERIVATIVES - derivatives are subject to the risk of changes in the market
price of the underlying securities, credit risk with respect to the
counterparty to the derivative instruments, and the risk of loss due to changes
in interest rates. The use of certain derivatives may also have a leveraging
effect which may increase the volatility of the Fund and may reduce its
returns.

FOREIGN INVESTING - Foreign investments may be riskier than U.S. investments
for many reasons, including: changes in currency exchange rates; unstable
political, social and economic conditions; a lack of adequate or accurate
country or corporate information; differences in the way securities markets
operate; less secure foreign banks or securities depositories than those in the
U.S.; less standardization of accounting standards and market regulations in
certain foreign countries; and varying foreign controls on investments. Foreign
investments may also be affected by administrative difficulties, such as delays
in clearing and settling transactions. Additionally, securities of foreign
companies may be denominated in foreign currencies. Exchange rate fluctuations
may reduce or eliminate gains or create losses. Hedging strategies intended to
reduce this risk may not perform as expected. In emerging market countries, the
risks of foreign investing may be greater, as these countries may be less
politically and economically stable than other countries. It also may be more
difficult to buy and sell securities in emerging market countries. To the
extent the Fund invests in countries with emerging securities markets, the
risks of foreign investing may be greater, as these countries may be less
politically and economically stable than other countries. It also may be more
difficult to buy and sell securities with emerging securities markets.

MARKET TRENDS - from time to time, the stock market may not favor securities in
which the Fund invests, or may not favor equities at all.

OTHER INVESTMENT COMPANIES -
the main risk of investing in other investment companies is the risk that the
value of the underlying securities might decrease. Because the Fund invests in
other investment companies, you will pay a proportionate share of the expenses
of that other investment company (including management fees, administration
fees and custodial fees) in addition to the expenses of the Fund.

PRICE VOLATILITY - the value of the Fund changes as the prices of its
investments go up or down. Equity securities face market, issuer and other
risks, and their values may fluctuate, sometimes rapidly and unpredictably.
Market risk is the risk that securities may decline in value due to factors
affecting securities markets generally or particular industries. Issuer risk is
the risk that the value of a security may decline for reasons relating to the
issuer such as changes in the financial condition of the issuer. While equities
may offer the potential for greater long-term growth than most debt securities,
they generally have higher volatility. The Fund invests primarily in equity
securities of larger companies, which sometimes have more stable prices than
smaller companies. However, the Fund may also invest in smaller companies,
which may be more susceptible to price volatility than larger companies because
they typically have fewer financial resources, more limited product and market
diversification and may be dependent on a few key managers.


INABILITY TO SELL SECURITIES -
convertible securities, securities of small-sized and mid-sized companies and
some foreign companies usually trade in lower volume and may be less liquid
than other investments and securities of larger, more established companies or
U.S. companies. The Fund could lose money if it cannot sell a security at the
time and price that would be most beneficial to the Fund.

SECURITIES LENDING - there is the risk that when lending portfolio securities,
the securities may not be available to the Fund on a timely basis and it may
lose the opportunity to sell the securities at a desirable price. Engaging in
securities lending could have a leveraging effect which may intensify the
market risk, credit risk and other risks associated with investments in the
Fund.

PORTFOLIO TURNOVER - a high portfolio turnover rate involves greater expenses
to the Fund including brokerage commissions and other transaction costs, which
may have an adverse impact on performance, and is likely to generate more
taxable short-term gains for shareholders.

A more detailed discussion of the risks associated with investing in the Fund
is available in the "More Information About Risks" section.
30  ING International Growth Opportunities Fund


                                    ING INTERNATIONAL GROWTH OPPORTUNITIES FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

HOW THE FUND HAS
PERFORMED

                The following information is intended to help you understand
                the risks of investing in the Fund. The value of your shares in
                the Fund will fluctuate depending on the Fund's investment
                performance. The bar chart and table below show the changes in
                the Fund's performance from year to year, and the table
                compares the Fund's performance to the performance of a broad
                measure of market performance for the same period. The Fund's
                past performance (before and after income taxes) is no
                guarantee of future results.


The bar chart below provides some indication of the risks of investing in the
Fund by showing changes in the performance of the Fund's Class A shares from
year to year. These figures do not reflect sales charges and would be lower if
they did.


                      YEAR-BY-YEAR TOTAL RETURNS (%)(1)(2)
                (FOR THE PERIODS ENDED DECEMBER 31 OF EACH YEAR)

[GRAPHIC APPEARS HERE]


1998       1999        2000        2001        2002      2003       2004       2005       2006       2007
19.02      47.85      (8.30)     (20.27)     (14.60)     29.21      16.93      10.54      19.84      18.41


            Best and worst quarterly performance during this period:


                         Best: 4th quarter 1999: 27.01%

                       Worst: 3rd quarter 2002: (18.97)%


                       AVERAGE ANNUAL TOTAL RETURNS(1)(2)
                   (FOR THE PERIODS ENDED DECEMBER 31, 2007)

The table below provides some indication of the risks of investing in the Fund
by comparing the Fund's Class A, Class B and Class C shares' performance to
that of a broad measure of market performance - the Morgan Stanley Capital
International - Europe, Australasia and Far East GrowthSM Index ("MSCI EAFE
GrowthSM Index"). It is not possible to invest directly in the index. The table
also shows returns on a before-tax and after-tax basis. After-tax returns are
calculated using the historical highest individual federal marginal income tax
rates and do not reflect the impact of state and local taxes.

Actual after-tax returns depend on an investor's tax situation and may differ
from those shown, and after-tax returns shown are not relevant to investors who
hold their Fund shares through tax-deferred arrangements, such as 401(k) plans
or individual retirement accounts.

In some cases the return after taxes may exceed the return before taxes due to
an assumed tax benefit from any losses on a sale of Fund shares at the end of
the measurement period.

After-tax returns are shown for Class A only. After-tax returns for other
classes will vary.


                                                                                                            10 YEARS
                                                                          1 YEAR          5 YEARS       (OR LIFE OFCLASS)
 CLASS A RETURN BEFORE TAXES(3)                                 %        11.60           17.44               9.38
 Class A Return After Taxes on Distributions(3)                 %         7.61           16.30               7.34
 Class A Return After Taxes on Distributions and Sale of        %         9.64           15.15               7.18
  Fund Shares(3)
 MSCI EAFE GrowthSM Index (reflects no deduction for fees,      %        16.45           19.85               6.46
  expenses or taxes)(4)
 CLASS B RETURN BEFORE TAXES(5)                                 %        12.52           17.64              4.78(2)
 MSCI EAFE GrowthSM Index (reflects no deduction for fees,      %        16.45           19.85              4.22(6)
  expenses or taxes)(4)
 CLASS C RETURN BEFORE TAXES(7)                                 %        16.52           17.87              5.57(2)
 MSCI EAFE GrowthSM Index (reflects no deduction for fees,      %        16.45           19.85              4.22(6)
  expenses or taxes)(4)


(1)   Prior to July 26, 2000, Lexington Management Corporation served as the
      Adviser to the Fund and the Fund's shares were sold on a no-load basis.
      Effective July 31, 2000, the Fund's outstanding shares were classified as
      "Class A" shares. Effective April 28, 2006 as a result of a change in the
      portfolio management team, the Fund changed its name and investment
      strategy to focus on growth-style investing instead of a blend of
      value-style/growth-style investing.

(2)   Class B shares commenced operations on August 22, 2000. Class C shares
      commenced operations on September 15, 2000.

(3)   Reflects deduction of the maximum Class A sales charge of 5.75%.

(4)   The MSCI EAFE GrowthSM Index is an unmanaged index that measures the
      performance in 20 countries within Europe, Australasia and the Far East
      with a greater-than-average growth orientation. It includes reinvestment
      of dividends and distribtuions net of withholding taxes, but does not
      reflect fees, brokerage commissions or other expenses of investing.

(5)   Reflects deduction of the deferred sales charge of 5.00% and 2.00%, for
      the 1 Year and 5 Year returns, respectively.

(6)   The index returns for Class B and Class C shares are for the period
      beginning September 1, 2000.

(7)   Reflects deduction of the deferred sales charge of 1.00% for the 1 Year
      return.

[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                               ING International Growth Opportunities Fund    31


                                                                        ADVISER
                                                            ING Investments, LLC

                                                                     SUB-ADVISER
                                        ING Clarion Real Estate Securities, L.P.
ING INTERNATIONAL REAL ESTATE FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

INVESTMENT OBJECTIVE

The Fund seeks to provide investors with high total return. The Fund's
investment objective is not fundamental and may be changed without a
shareholder vote.

[GRAPHIC APPEARS HERE]

PRINCIPAL  INVESTMENT STRATEGIES

Under normal market conditions, the Fund will invest at least 80% of its net
assets in a portfolio of equity securities of companies that are principally
engaged in the real estate industry. The Fund will provide shareholders with at
least 60 days' prior notice of any change in this investment policy. At least
65% of the Fund's assets will normally be invested in companies located in a
number of different countries, other than the U.S. These companies may have
investments that provide exposure to the U.S. real estate industry. In
selecting investments for the Fund, the Sub-Adviser will select companies that
derive at least 50% of their total revenues or earnings from owning, operating,
developing and/or managing real estate. As a general matter, the Fund expects
these investments to be in common stocks of large-, mid- and small-sized
companies, including real estate investment trusts ("REITs"). The Fund may
invest in companies located in countries with emerging securities markets.


The Sub-Adviser uses a multi-step investment process for constructing the
Fund's investment portfolio that combines top-down region and sector allocation
with bottom-up individual stock selection.
o     First, the Sub-Adviser selects sectors and geographic regions in which to
      invest, and determines the degree of representation of such sectors and
      regions, through a systematic evaluation of public and private property
      market trends and conditions.
o     Second, the Sub-Adviser uses an in-house valuation process to identify
      investments with superior current income and growth potential relative to
      their peers. This in-house valuation process examines several factors
      including:

(i)        value and property;

(ii)       capital structure; and

(iii)      management and strategy.

The Fund is non-diversified, which means it may invest a significant portion of
its assets in a single issuer.


The Fund may invest in other investment companies to the extent permitted under
the Investment Company Act of 1940, as amended, and the rules and regulations
thereunder.

The Sub-Adviser may sell securities for a variety of reasons, such as to secure
gains, limit losses, or redeploy assets into opportunities believed to be more
promising, among others.

The Fund also may lend portfolio securities on a short-term or long-term basis,
up to 33 1/3% of its assets.


--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

RISKS
You could lose money on an investment in the Fund. The Fund may be affected by
the following risks, among others:


CONCENTRATION - because the Fund's investments are concentrated in one or more
real estate industries, the value of the Fund may be subject to greater
volatility than a fund with a portfolio that is less concentrated. If real
estate securities as a group fall out of favor, the Fund could underperform
funds that focus on other types of companies.

FOREIGN INVESTING - foreign investments may be riskier than U.S. investments
for many reasons, including: changes in currency exchange rates; unstable
political, social and economic conditions; a lack of adequate or accurate
company information; differences in the way securities markets operate; less
secure foreign banks or securities depositories than those in the U.S.; less
standardization of accounting standards and market regulations in certain
foreign countries and varying foreign controls on investments. Foreign
investments may also be affected by administrative difficulties, such as delays
in clearing and settling transactions. Additionally, securities of foreign
companies may be denominated in foreign currencies. Exchange rate fluctuations
may reduce or eliminate gains or create losses. Hedging strategies intended to
reduce this risk may not perform as expected. These factors may make foreign
investments more volatile and potentially less liquid than U.S. investments. To
the extent the Fund invests in countries with emerging securities markets,
there may be other risks involved, such as those of immature economies,
political instability and less developed and more thinly traded securities
markets. Significant levels of foreign taxes, including withholding taxes also
may apply to some foreign investments.


MARKET TRENDS - from time to time, the stock market may not favor the
securities in which the Fund invests. Rather, the market could favor securities
in industries to which the Fund is not exposed, or may not favor equities at
all.


NON-DIVERSIFICATION -  the Fund is classified as a "non-diversified" investment
company under the Investment Company Act of 1940, as amended. If the Fund
invests a relatively high percentage of its assets in obligations of a limited
number of issuers, the Fund will be more at risk to any single corporate,
economic, political or regulatory event that impacts one or more of those
issuers. Conversely, even though classified as non-diversified, the Fund may
actually maintain a portfolio that is diversified with a large number of
issuers. In such an event, the Fund would benefit less from appreciation in a
single corporate issuer than if it had greater exposure to that issuer.

OTHER INVESTMENT COMPANIES -
the main risk of investing in other investment companies is the risk that the
value of the underlying securities might decrease. Because the Fund may invest
in other investment companies, you will pay a proportionate share of the
expenses of that other investment company (including management fees,
administration fees and custodial fees) in addition to the expenses of the
Fund.

PRICE VOLATILITY - the value of the Fund changes as the prices of its
investments go up or down. Equity securities face market, issuer and other
risks, and their values may fluctuate, sometimes rapidly and unpredictably.
Market risk is the risk that securities may decline in value due to factors
affecting securities markets generally or particular industries. Issuer risk is
the risk that the value of a security may decline for reasons relating to the
issuer such as changes in the financial condition of the issuer. While equities
may offer the potential for greater long-term growth than most debt securities,
they generally have higher volatility.

The Fund invests primarily in securities of larger companies, which sometimes
have more stable prices than smaller companies. However, the Fund may also
invest in small- and mid-sized companies, which may be more susceptible to
price volatility than larger companies because they typically have fewer
financial resources, more limited product and market diversification and may be
dependent on a few key managers.

REAL ESTATE - investments in issuers that are principally engaged in real
estate, including REITs, may subject the Fund to risks similar to those
associated with the direct ownership of real estate, including, terrorist
attacks, war or other acts that destroy real property (in addition to
securities market risks). These companies are sensitive to factors such as
changes in real estate values and property taxes, interest rates, cash flow of
underlying real estate assets, supply and demand, and the management skill and
creditworthiness of the issuer. REITs may also be affected by tax and
regulatory requirements.

INABILITY TO SELL SECURITIES -
securities of small- and mid-sized companies and some foreign companies usually
trade in lower volume and may be less liquid than other investments and
securities of larger, more established companies or U.S. companies. The Fund
could lose money if it cannot sell a security at a time and price that would be
most beneficial to the Fund.

SECURITIES LENDING - there is the risk that when lending portfolio securities,
the securities may not be available to the Fund on a timely basis and it may
lose the opportunity to sell the securities at a desirable price. Engaging in
securities lending could have a leveraging effect which may intensify the
market risk, credit risk and other risks associated with investments in the
Fund.


A more detailed discussion of the risks associated with investing in the Fund
is available in the "More Information About Risks" section.
32  ING International Real Estate Fund


                                             ING INTERNATIONAL REAL ESTATE FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

HOW THE FUND HAS
PERFORMED

                The following information is intended to help you understand
                the risks of investing in the Fund. The value of your shares in
                the Fund will fluctuate depending on the Fund's investment
                performance. The bar chart and table below show the Fund's
                performance for the first full calendar year of operations, and
                the table compares the Fund's performance to the performance of
                a broad measure of market performance for the same period. The
                Fund's past performance (before and after income taxes) is no
                guarantee of future results.


The bar chart below provides some indication of the risks of investing in the
Fund by showing the performance of the Fund's Class A shares for the first full
calendar year of operations. The figure does not reflect sales charges and
would be lower if it did.

                        YEAR-BY-YEAR TOTAL RETURN (%)(1)
                       (FOR THE PERIOD ENDED DECEMBER 31)


[GRAPHIC APPEARS HERE]


1998   1999   2000   2001   2002   2003   2004   2005   2006   2007
                                                               0.61


            Best and worst quarterly performance during this period:


                         Best: 1st quarter 2007: 7.37%

                        Worst: 4th quarter 2007: (8.98)%


                        AVERAGE ANNUAL TOTAL RETURNS(1)
                   (FOR THE PERIODS ENDED DECEMBER 31, 2007)

The table below provides some indication of the risks of investing in the Fund
by comparing the Fund's Class A, Class B and Class C shares' performance to
that of a broad measure of market performance - the Standard and Poor's
Citigroup World Property Index Ex. U.S. ("S&P/Citigroup World Property Index
Ex. U.S."). It is not possible to invest directly in the index. The table also
shows returns on a before-tax and after-tax basis. After-tax returns are
calculated using the historical highest individual federal marginal income tax
rates and do not reflect the impact of state and local taxes.

Actual after-tax returns depend on an investor's tax situation and may differ
from those shown, and after-tax returns shown are not relevant to investors who
hold their Fund shares through tax-deferred arrangements, such as 401(k) plans
or individual retirement accounts.

In some cases the return after taxes may exceed the return before taxes due to
an assumed tax benefit from any losses on a sale of Fund shares at the end of
the measurement period.

After-tax returns are shown for Class A only. After-tax returns for other
classes will vary.


                                                                                           5 YEARS
                                                                        1 YEAR       (OR LIFE OF CLASS)      10 YEARS
 CLASS A RETURN BEFORE TAXES(2)                               %       (5.19)             12.37(1)               N/A
 Class A Return After Taxes on Distributions(2)               %       (6.29)             11.19(1)               N/A
 Class A Return After Taxes on Distributions and Sale of      %       (3.14)              9.99(1)               N/A
  Fund Shares(2)
 S&P/Citigroup World Property Index Ex. U.S.(3)               %       (1.55)             15.94(4)               N/A
 CLASS B RETURN BEFORE TAXES(5)                               %       (4.89)             13.33(1)               N/A
 S&P/Citigroup World Property Index Ex. U.S.(3)               %       (1.55)             15.94(4)               N/A
 CLASS C RETURN BEFORE TAXES(6)                               %       (1.08)             15.20(1)               N/A
 S&P/Citigroup World Property Index Ex. U.S.(3)               %       (1.55)             15.94(4)               N/A


(1)   Class A, Class B and Class C shares commenced operations on February 28,
      2006.

(2)   Reflects deduction of the maximum Class A sales charge of 5.75%.

(3)   The S&P/Citigroup World Property Index Ex. U.S. is an unmanaged
      market-weighted total return index which consists of many companies from
      developed markets, excluding the U.S., whose floats are larger than $100
      million and derive more than half of their revenue from property-related
      activities.

(4)   The index return for Class A, Class B and Class C shares is for the
      period beginning March 1, 2006.

(5)   Reflects deduction of the deferred sales charge of 5.00% and 4.00% for
      the 1 Year and Life of Class returns, respectively.

(6)   Reflects deduction of the deferred sales charge of 1.00% for the 1 Year
      return.

[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                                        ING International Real Estate Fund    33


                                                                        ADVISER
                                                            ING Investments, LLC

                                                                    SUB-ADVISERS
                                                    Acadian Asset Management LLC
                                         Batterymarch Financial Management, Inc.
                               Schroder Investment Management North America Inc.
ING INTERNATIONAL SMALLCAP MULTI-MANAGER FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

INVESTMENT OBJECTIVE

The Fund seeks maximum long-term capital appreciation.

[GRAPHIC APPEARS HERE]

PRINCIPAL  INVESTMENT STRATEGIES

Under normal conditions, the Fund invests at least 80% of its net assets in
securities of small market capitalization companies. The Fund will provide
shareholders with at least 60 days' prior notice of any change in this
investment policy. At least 65% of the Fund's assets will normally be invested
in companies located outside the U.S., including emerging markets. The Fund may
invest up to 35% of its total assets in U.S. issuers.

The Fund considers small-capitalization companies to be those that have a
market capitalization, at the time of purchase, of up to $5 billion. The Fund
may hold both growth and value stocks and at times may favor one over the other
based on available opportunities.


The Fund invests primarily in common stock or securities convertible into
common stock of international issuers, but may invest from time to time in such
instruments as forward currency contracts; futures contracts; other investment
companies, including Exchange Traded Funds ("ETFs"); rights; and American
Depositary Receipts ("ADRs") and Global Depositary Receipts ("GDRs"). The Fund
may invest in companies located in countries with emerging securities markets
when the Sub-Adviser believes they present attractive investment opportunities.

Acadian Asset Management LLC ("Acadian"), Batterymarch Financial Management,
Inc. ("Batterymarch") and Schroder Investment Management North America Inc.
("Schroders") provide the day-to-day management of the Fund. The three
sub-advisers act independently of each other and use their own methodology for
selecting investments.

ACADIAN

Acadian employs a quantitative investment process which is driven by
proprietary valuation models that combine a bottom-up view of the
attractiveness of individual securities within each market with a top-down view
of the attractiveness of each region/industry group, thereby capturing
value-added at both the stock and the country levels.

BATTERYMARCH

Batterymarch employs a bottom-up quantitative strategy to rank stocks using
fundamental factors such as cash flow, earnings growth, expectations,
measurements of value and technical factors. Region and sector weights are
determined using the Sub-Adviser's proprietary models.

SCHRODERS

Schroders employs a fundamental investment approach that considers
macroeconomic factors while focusing primarily on company specific factors. The
company specific factors include the company's potential for long-term growth,
financial condition, quality of management, and sensitivity to cyclical
factors, as well as the relative value of the company's securities compared
with those of other companies and the market as a whole. In selecting
investments for the Fund, Schroders considers, among other things, whether a
company is likely to have above-average earnings growth, whether its securities
are attractively value, and whether the company has any proprietary advantages.
Schroders generally sells a security when its market price approaches its
estimate of fair value or when it identifies a significantly more attractive
investment candidate.


The Fund may invest in other investment companies as permitted under the
Investment Company Act of 1940, as amended, and the rules and regulations
thereunder.


Each Sub-Adviser may sell securities for a variety of reasons, such as to
secure gains, limit losses, or redeploy assets into opportunities believed to
be more promising, among others.


The Fund may also lend portfolio securities on a short-term or long-term basis,
up to 30% of its assets.


--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

RISKS
You could lose money on an investment in the Fund. The Fund may be affected by
the following risks, among others:


CONVERTIBLE SECURITIES -
the value of convertible securities may fall when interest rates rise.
Convertible securities with longer maturities tend to be more sensitive to
changes in interest rates usually making them more volatile than convertible
securities with shorter maturities. The Fund could lose money if the issuer of
a convertible security is unable to meet its financial obligations or goes
bankrupt.

DERIVATIVES - derivatives are subject to the risk of changes in the market
price of the underlying securities, credit risk with respect to the
counterparty to the derivative instruments, and the risk of loss due to changes
in interest rates. The use of certain derivatives may also have a leveraging
effect which may increase the volatility of the Fund and may reduce its
returns.


FOREIGN INVESTING - foreign investments may be riskier than U.S. investments
for many reasons, including: changes in currency exchange rates; unstable
political, social and economic conditions; a lack of adequate or accurate
company information; differences in the way securities markets operate; less
secure foreign banks or securities depositories than those in the U.S.; less
standardization of accounting standards and market regulations in certain
foreign countries; and varying foreign controls on investments. Foreign
investments may also be affected by administrative difficulties, such as delays
in clearing and settling transactions. Additionally, securities of foreign
companies may be denominated in foreign currencies. Exchange rate fluctuations
may reduce or eliminate gains or create losses. Hedging strategies intended to
reduce exchange risk may not perform as expected. ADRs and GDRs are subject to
risks of foreign investments and they may not always track the price of the
underlying foreign security. These factors may make foreign investments more
volatile and potentially less liquid than U.S. investments. To the extent the
Fund invests in countries with emerging securities markets, the risks of
foreign investing may be greater, as these countries may be less politically
and economically stable than other countries. It may also be more difficult to
buy and sell securities in countries with emerging securities markets.

GROWTH INVESTING - growth-oriented stocks typically sell at relatively high
valuations as compared to other types of stocks. If a growth stock does not
exhibit the consistent level of growth expected, its price may drop sharply.
Historically, growth-oriented stocks have been more volatile than
value-oriented stocks.


MARKET TRENDS - from time to time, the stock market may not favor the
securities in which the Fund invests. Rather, the market could favor large
company securities, or may not favor equities at all.

OTHER INVESTMENT COMPANIES -
the main risk of investing in other investment companies is the risk that the
value of the underlying securities might decrease. Because the Fund invests in
other investment companies, you will pay a proportionate share of the expenses
of that other investment company (including management fees, administration
fees and custodial fees) in addition to the expenses of the Fund.

PRICE VOLATILITY - the value of the Fund changes as the prices of its
investments go up or down. Equity securities face market, issuer and other
risks, and their values may fluctuate, sometimes rapidly and unpredictably.
Market risk is the risk that securities may decline in value due to factors
affecting securities markets generally or particular industries. Issuer risk is
the risk that the value of a security may decline for reasons relating to the
issuer such as changes in the financial condition of the issuer. While equities
may offer the potential for greater long-term growth than most debt securities,
they generally have higher volatility.


SMALL-SIZED COMPANIES -
stocks of smaller companies carry higher risks than stocks of larger companies.

o     Smaller companies may lack the management experience, financial
      resources, product diversification and competitive strengths of larger
      companies.
o     In many instances, the frequency and volume of trading in small
      capitalization stocks are substantially less than stocks of larger
      companies. As a result, the stocks of smaller companies may be subject to
      wider price fluctuations and/or may be less liquid.
o     When selling a large quantity of a particular stock, the Fund may have to
      sell at a discount from quoted prices or may have to make a series of
      small sales over an extended period of time due to the more limited
      trading volume of smaller company stocks.
o     Stocks of smaller companies can be particularly sensitive to unexpected
      changes in interest rates, borrowing costs and earnings.


VALUE INVESTING - securities that appear to be undervalued may never appreciate
to the extent expected. Further, because the prices of value- oriented
securities tend to correlate more closely with economic cycles than
growth-oriented securities, they generally are more sensitive to changing
economic conditions, such as changes in interest rates, corporate earnings and
industrial production.


INABILITY TO SELL SECURITIES -
convertible securities, securities of small-sized and mid-sized companies and
some foreign companies usually trade in lower volume and may be less liquid
than other investments and securities of larger, more established companies or
U.S. companies. The Fund could lose money if it cannot sell a security at the
time and price that would be most beneficial to the Fund.

SECURITIES LENDING - there is the risk that when lending portfolio securities,
the securities may not be available to the Fund on a timely basis and it may
lose the opportunity to sell the securities at a desirable price. Engaging in
securities lending could have a leveraging effect which may intensify the
market risk, credit risk and other risks associated with investments in the
Fund.

A more detailed discussion of the risks associated with investing in the Fund
is available in the "More Information About Risks" section.
34  ING International SmallCap Multi-Manager Fund


                                  ING INTERNATIONAL SMALLCAP MULTI-MANAGER FUND
--------------------------------------------------------------------------------
[GRAPHIC APPEARS HERE]

HOW THE FUND HAS
PERFORMED

                The following information is intended to help you understand
                the risks of investing in the Fund. The value of your shares in
                the Fund will fluctuate depending on the Fund's investment
                performance. The bar chart and table below show the changes in
                the Fund's performance from year to year, and the table
                compares the Fund's performance to the performance of two broad
                measures of market performance for the same period. The Fund's
                past performance (before and after income taxes) is no
                guarantee of future results.


The bar chart below provides some indication of the risks of investing in the
Fund by showing changes in the performance of the Fund's Class A shares from
year to year. These figures do not reflect sales charges and would be lower if
they did.


                       YEAR-BY-YEAR TOTAL RETURNS (%)(1)
                (FOR THE PERIODS ENDED DECEMBER 31 OF EACH YEAR)

[GRAPHIC APPEARS HERE]


1998        1999         2000        2001        2002      2003       2004       2005       2006       2007
35.57      121.93      (16.60)     (27.52)     (17.15)     44.74      21.72      25.15      26.15      10.19


            Best and worst quarterly performance during this period:


                         Best: 4th quarter 1999: 53.34%

                       Worst: 3rd quarter 2002: (19.29)%


                        AVERAGE ANNUAL TOTAL RETURNS(1)
                   (FOR THE PERIODS ENDED DECEMBER 31, 2007)


The table below provides some indication of the risks of investing in the Fund
by comparing the Fund's Class A, Class B and Class C shares' performance to
those of two broad measures of market performance - The Standard and Poor's
Citigroup Extended Market Index World Ex. U.S. ("S&P/Citigroup EMI World Ex.
U.S.") and the Standard and Poor's Citigroup Extended Market Index Europe
Pacific Asia Composite ("S&P/Citigroup EMI EPAC"). It is not possible to invest
directly in the indices. The table also shows returns on a before-tax and
after-tax basis. After-tax returns are calculated using the historical highest
individual federal marginal income tax rates and do not reflect the impact of
state and local taxes.


Actual after-tax returns depend on an investor's tax situation and may differ
from those shown, and after-tax returns shown are not relevant to investors who
hold their Fund shares through tax-deferred arrangements, such as 401(k) plans
or individual retirement accounts.

In some cases the return after taxes may exceed the return before taxes due to
an assumed tax benefit from any losses on a sale of Fund shares at the end of
the measurement period.

After-tax returns are shown for Class A only. After-tax returns for other
classes will vary.


                                                                          1 YEAR         5 YEARS         10 YEARS
 CLASS A RETURN BEFORE TAXES(2)                                 %        3.84           23.62            15.83
 Class A Return After Taxes on Distributions(2)                 %        0.33           22.77            14.76
 Class A Return After Taxes on Distributions and Sale of        %        4.28           20.80            13.77
  Fund Shares(2)
 S&P/Citigroup EMI World Ex. U.S. (reflects no deductions       %        7.32           27.41            12.54
  for fees, expenses or taxes)(3)
 S&P/Citigroup EMI EPAC (reflects no deductions for fees,       %        6.10           27.17            12.34
  expenses or taxes )(4)
 CLASS B RETURN BEFORE TAXES(5)                                 %        4.72           24.11            15.79
 S&P/Citigroup EMI World Ex. U.S. (reflects no deductions       %        7.32           27.41            12.54
  for fees, expenses or taxes)(3)
 S&P/Citigroup EMI EPAC (reflects no deductions for fees,       %        6.10           27.17            12.34
  expenses or taxes )(4)
 CLASS C RETURN BEFORE TAXES(6)                                 %        8.55           24.27            15.78
 S&P/Citigroup EMI World Ex. U.S. (reflects no deductions       %        7.32           27.41            12.54
  for fees, expenses or taxes)(3)
 S&P/Citigroup EMI EPAC (reflects no deductions for fees,       %        6.10           27.17            12.34
  expenses or taxes )(4)


(1)   Effective March 1, 2005, Acadian Asset Management LLC began serving as
      Sub-Adviser to the Fund, the Fund changed its principal investment
      strategies and the Fund changed its name from ING International SmallCap
      Growth Fund to ING International SmallCap Fund. Effective November 1,
      2006, Batterymarch Financial Management, Inc. began serving as a second
      Sub-Adviser to the Fund and the Fund's investment strategy was changed to
      reflect Batterymarch's style of investing. Effective December 17, 2007,
      Schroder Investment Management North America Inc. began serving as a
      third Sub-Adviser to the Fund, the Fund changed its investment strategy
      to reflect Schroders' style of investing and the Fund changed its name
      from ING International SmallCap Fund to ING International SmallCap
      Multi-Manager Fund. Prior to March 1, 2005, the Fund was managed by a
      different sub-adviser. Prior to May 24, 1999, Nicholas-Applegate Capital
      Management was the Adviser to the Fund. ING Investments, LLC has been the
      Fund's investment adviser since May 24, 1999.

(2)   Reflects deduction of the maximum Class A sales charge of 5.75%.

(3)   The S&P/Citigroup EMI World Ex. U.S. is an unmanaged index which consists
      of the smaller capitalization stocks of the Citigroup Broad Market Index.

(4)   The S&P/Citigroup EMI EPAC is an unmanaged index which consists of the
      smaller capitalization stocks of the Citigroup Broad Market Index, and
      tracks companies in developed countries in the European and Pacific
      regions.

(5)   Reflects deduction of the deferred sales charge of 5.00% and 2.00%, for
      the 1 Year and 5 Year returns, respectively.

(6)   Reflects deduction of the deferred sales charge of 1.00% for the 1 Year
      return.

[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                             ING International SmallCap Multi-Manager Fund    35


                                                                        ADVISER
                                                            ING Investments, LLC

                                                                     SUB-ADVISER
                                               Brandes Investment Partners, L.P.
ING INTERNATIONAL VALUE FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

INVESTMENT OBJECTIVE

The Fund seeks long-term capital appreciation.

[GRAPHIC APPEARS HERE]

PRINCIPAL  INVESTMENT STRATEGIES
The Fund invests primarily in foreign companies with market capitalizations
greater than $1 billion, but it may hold up to 25% of its assets in companies
with smaller market capitalizations.

The Sub-Adviser applies the technique of "value investing" by seeking stocks
that its research indicates are priced below their long-term value. The process
uses a sophisticated computer database that constantly screens international
companies across the globe. The Sub-Adviser focuses on valuation measures such
as price-to-earnings or price-to-book ratios as well as liquidity and market
capitalization. The Sub-Adviser also applies the principles of its investment
philosophy to determine an estimate of each company's value, then thoroughly
reviews each company to find and purchase shares of businesses that the
Sub-Adviser believes are selling at a significant discount to their true worth.

The Fund holds common stocks, preferred stocks, American Depositary Receipts
("ADRs"), European Depositary Receipts ("EDRs") and Global Depositary Receipts
("GDRs"), as well as convertible securities.


Under normal circumstances, the Fund will invest at least 65% of its assets in
securities of companies located in a number of different countries other than
the U.S., which may include countries with emerging securities markets. The
Fund will typically invest, at the time of purchase, up to the greater of:

o     20% of its assets in any one country or industry, or,
o     150% of the weighting of the country or industry in the Morgan Stanley
      Capital International - Europe, Australasia and Far East(Reg. TM) Index
      ("MSCI EAFE(Reg. TM) Index") as long as the Fund meets any industry
      concentration or diversification requirements under the Investment
      Company Act of 1940, as amended.


The Fund may invest in other investment companies to the extent permitted under
the Investment Company Act of 1940, as amended, and the rules and regulations
thereunder.


The Sub-Adviser may sell securities for a variety of reasons, such as to secure
gains or redeploy assets into opportunities believed to be more promising,
among others.


The Fund also may lend portfolio securities on a short-term or long-term basis,
up to 33 1/3% of its assets.


THE FUND IS CLOSED TO NEW INVESTORS EXCEPT FOR THOSE SITUATIONS SET FORTH IN
THE "SHAREHOLDER GUIDE" SECTION OF THIS PROSPECTUS.

--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

RISKS
You could lose money on an investment in the Fund. The Fund may be affected by
the following risks, among others:


CONVERTIBLE SECURITIES -
the value of convertible securities may fall when interest rates rise.
Convertible securities with longer maturities tend to be more sensitive to
changes in interest rates usually making them more volatile than convertible
securities with shorter maturities. The Fund could lose money if the issuer of
a convertible security is unable to meet its financial obligations or goes
bankrupt.

FOREIGN INVESTING - foreign investments may be riskier than U.S. investments
for many reasons, including: changes in currency exchange rates; unstable
political, social and economic conditions; a lack of adequate or accurate
company information; differences in the way securities markets operate; less
secure foreign banks or securities depositories than those in the U.S.; less
standardization of accounting standards and market regulations in certain
foreign countries; and varying foreign controls on investments. Foreign
investments may also be affected by administrative difficulties, such as delays
in clearing and settling transactions. Additionally, securities of foreign
companies may be denominated in foreign currencies. Exchange rate fluctuations
may reduce or eliminate gains or create losses. Hedging strategies intended to
reduce this risk may not perform as expected. ADRs, EDRs and GDRs are subject
to risks of foreign investments, and they may not always track the price of the
underlying foreign security. These factors may make foreign investments more
volatile and potentially less liquid than U.S. investments. To the extent the
Fund invests in countries with emerging securities markets, the risks of
foreign investing may be greater, as these countries may be less politically
and economically stable than other countries. It may also be more difficult to
buy and sell securities in countries with emerging securities markets.


MARKET TRENDS - from time to time, the stock market may not favor the
value-oriented securities in which the Fund invests. Rather, the market could
favor growth-oriented securities, or may not favor equities at all.


OTHER INVESTMENT COMPANIES -
the main risk of investing in other investment companies is the risk that the
value of the underlying securities might decrease. Because the Fund may invest
in other investment companies, you will pay a proportionate share of the
expenses of that other investment company (including management fees,
administration fees and custodial fees) in addition to the expenses of the
Fund.

PRICE VOLATILITY - the value of the Fund changes as the prices of its
investments go up or down. Equity securities face market, issuer and other
risks, and their values may fluctuate, sometimes rapidly and unpredictably.
Market risk is the risk that securities may decline in value due to factors
affecting securities markets generally or particular industries. Issuer risk is
the risk that the value of a security may decline for reasons relating to the
issuer such as changes in the financial condition of the issuer. While equities
may offer the potential for greater long-term growth than most debt securities,
they generally have higher volatility.

The Fund may invest in securities of small- and mid-sized companies, which may
be more susceptible to greater price volatility than larger companies because
they typically have fewer financial resources, more limited product and market
diversification and may be dependent on a few key managers.

VALUE INVESTING - securities that appear to be undervalued may never appreciate
to the extent expected. Further, because the prices of value- oriented
securities tend to correlate more closely with economic cycles than
growth-oriented securities, they generally are more sensitive to changing
economic conditions, such as changes in interest rates, corporate earnings and
industrial production.


INABILITY TO SELL SECURITIES -
convertible securities, securities of small-sized and mid-sized companies and
some foreign companies usually trade in lower volume and may be less liquid
than other investments and securities of larger, more established companies or
U.S. companies. The Fund could lose money if it cannot sell a security at the
time and price that would be most beneficial to the Fund.

SECURITIES LENDING - there is the risk that when lending portfolio securities,
the securities may not be available to the Fund on a timely basis and it may
lose the opportunity to sell the securities at a desirable price. Engaging in
securities lending could have a leveraging effect which may intensify the
market risk, credit risk and other risks associated with investments in the
Fund.

A more detailed discussion of the risks associated with investing in the Fund
is available in the "More Information About Risks" section.
36  ING International Value Fund


                                                   ING INTERNATIONAL VALUE FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

HOW THE FUND HAS
PERFORMED

                The following information is intended to help you understand
                the risks of investing in the Fund. The value of your shares in
                the Fund will fluctuate depending on the Fund's investment
                performance. The bar chart and table below show the changes in
                the Fund's performance from year to year, and the table
                compares the Fund's performance to the performance of a broad
                measure of market performance for the same period. The Fund's
                past performance (before and after income taxes) is no
                guarantee of future results.


The bar chart below provides some indication of the risks of investing in the
Fund by showing changes in the performance of the Fund's Class A shares from
year to year. These figures do not reflect sales charges and would be lower if
they did.


                         YEAR-BY-YEAR TOTAL RETURNS (%)
                (FOR THE PERIODS ENDED DECEMBER 31 OF EACH YEAR)

[GRAPHIC APPEARS HERE]


1998       1999       2000        2001        2002      2003       2004       2005       2006       2007
13.46      51.49      1.89      (13.33)     (17.99)     47.75      23.92      10.14      28.25      7.88


            Best and worst quarterly performance during this period:


                         Best: 2nd quarter 2003: 22.54%
                       Worst: 3rd quarter 2002: (22.23)%


                          AVERAGE ANNUAL TOTAL RETURNS
                   (FOR THE PERIODS ENDED DECEMBER 31, 2007)

The table below provides some indication of the risks of investing in the Fund
by comparing the Fund's Class A, Class B and Class C shares' performance to
that of a broad measure of market performance - the MSCI EAFE(Reg. TM) Index.
It is not possible to invest directly in the index. The table also shows
returns on a before-tax and after-tax basis. After-tax returns are calculated
using the historical highest individual federal marginal income tax rates and
do not reflect the impact of state and local taxes.

Actual after-tax returns depend on an investor's tax situation and may differ
from those shown, and after-tax returns shown are not relevant to investors who
hold their Fund shares through tax-deferred arrangements, such as 401(k) plans
or individual retirement accounts.

In some cases the return after taxes may exceed the return before taxes due to
an assumed tax benefit from any losses on a sale of Fund shares at the end of
the measurement period.

After-tax returns are shown for Class A only. After-tax returns for other
classes will vary.


                                                                            1 YEAR         5 YEARS         10 YEARS
 CLASS A RETURN BEFORE TAXES(1)                                   %          1.66         21.32            12.58
 Class A Return After Taxes on Distributions(1)                   %        (0.84)         19.97            11.25
 Class A Return After Taxes on Distributions and Sale of          %          4.32         18.92            10.85
  Fund Shares(1)
 MSCI EAFE(Reg. TM) Index (reflects no deductions for fees,       %         11.17         21.59             8.66
  expenses or taxes)(2)
 CLASS B RETURN BEFORE TAXES(3)                                   %          2.61         21.73            12.46
 MSCI EAFE(Reg. TM) Index (reflects no deductions for fees,       %         11.17         21.59             8.66
  expenses or taxes)(2)
 CLASS C RETURN BEFORE TAXES(4)                                   %          6.24         21.93            12.46
 MSCI EAFE(Reg. TM) Index (reflects no deductions for fees,       %         11.17         21.59             8.66
  expenses or taxes)(2)


(1)   Reflects deduction of the maximum Class A sales charge of 5.75%.

(2)   The MSCI EAFE(Reg. TM) Index is an unmanaged index that measures the
      performance of securities listed on exchanges in Europe, Australasia and
      the Far East. It includes the reinvestment of dividends and distributions
      net of withholding taxes, but does not reflect fees, brokerage
      commissions or other expenses of investing.

(3)   Reflects deduction of the deferred sales charge of 5.00% and 2.00%, for
      the 1 Year and 5 Year returns, respectively.

(4)   Reflects deduction of the deferred sales charge of 1.00% for the 1 Year
      return.

[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                                              ING International Value Fund    37


                                                                        ADVISER
                                                            ING Investments, LLC

                                                                     SUB-ADVISER
                                                Tradewinds Global Investors, LLC
ING INTERNATIONAL VALUE CHOICE FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

INVESTMENT OBJECTIVE

The Fund seeks long-term capital appreciation. The Fund's investment objective
is not fundamental and may be changed without a shareholder vote.

[GRAPHIC APPEARS HERE]

PRINCIPAL  INVESTMENT STRATEGIES

Under normal conditions, the Fund invests at least 65% of its net assets in
equity securities of issuers located in a number of different countries outside
of the U.S. The Fund generally invests at least 80% of its total assets in
common and preferred equities, American Depositary Receipts ("ADRs"), European
Depositary Receipts ("EDRs"), Global Depositary Receipts ("GDRs"), derivatives
and convertible securities. The Fund may invest up to 10% of its assets in Rule
144A Securities. The Fund may invest up to 20% of its assets in companies
located in countries with emerging securities markets when the Sub-Adviser
believes they present an attractive investment opportunity.


The Fund uses a combination of bottom-up fundamental research coupled with
proprietary quantitative analysis to identify stocks which it believes offer
good value relative to their peers in the same industry, sector or region. The
quantitative analysis focuses on traditional value metrics, while the
fundamental analysis seeks to identify competitive advantages, misperceived
fundamentals, financial strength, opportunistic catalysts and franchise
quality. Upon determining the degree of visibility and conviction in the
catalyst that is expected to drive investment results, the Sub-Adviser
diversifies across economic sectors and countries.

The Sub-Adviser also focuses on opportunities created by investor overreaction,
misperception and short-term focus. The Sub-Adviser may invest in companies
with any market capitalization.


The Fund may invest in other investment companies to the extent permitted under
the Investment Company Act of 1940, as amended, and the rules and regulations
thereunder.


The Sub-Adviser may sell securities for a variety of reasons, such as to secure
gains, limit losses, or redeploy assets into opportunities believed to be more
promising, among others.


The Fund also may lend portfolio securities on a short-term or long-term basis,
up to 33 1/3% of its assets.


--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

RISKS
You could lose money on an investment in the Fund. The Fund may be affected by
the following risks, among others:


RULE 144A SECURITIES -
Rule 144A securities are securities that are not registered, but which are
bought and sold solely by institutional investors. The Fund considers Rule 144A
securities to be "liquid," although the market for such securities typically is
less active than public securities markets and may lead to a decreased ability
to sell these securities.

CONVERTIBLE SECURITIES -
the value of convertible securities may fall when interest rates rise.
Convertible securities with longer maturities tend to be more sensitive to
changes in interest rates usually making them more volatile than convertible
securities with shorter maturities. The Fund could lose money if the issuer of
a convertible security is unable to meet its financial obligations or goes
bankrupt.

DERIVATIVES - derivatives are subject to the risk of changes in the market
price of the underlying securities, credit risk with respect to the
counterparty to the derivative instruments, and the risk of loss due to changes
in interest rates. The use of certain derivatives may also have a leveraging
effect which may increase the volatility of the Fund and may reduce its
returns.


FOREIGN INVESTING - foreign investments may be riskier than U.S. investments
for many reasons, including changes in currency exchange rates, unstable
political, social and economic conditions, a lack of adequate or accurate
company information, differences in the way securities markets operate, less
secure foreign banks or securities depositories than those in the U.S.; less
standardization of accounting standards and market regulations in certain
foreign countries; and varying foreign controls on investment. Foreign
investments may also be affected by administrative difficulties, such as delays
in clearing and settling transactions. Additionally, securities of foreign
companies may be denominated in foreign currency. Exchange rate fluctuations
may reduce or eliminate gains or create losses. Hedging strategies intended to
reduce this risk may not perform as expected. ADRs, EDRs and GDRs are subject
to risks of foreign investments, and they may not always track the price of the
underlying foreign security. These factors may make foreign investments more
volatile and potentially less liquid than U.S. investments. To the extent the
Fund invests in emerging market countries, the risks of foreign investing may
be greater, as these countries may be less politically and economically stable
than other countries. It may also be more difficult to buy and sell securities
in emerging market countries.


MARKET TRENDS - from time to time, the stock market may not favor the
value-oriented securities in which the Fund invests. Rather, the market could
favor growth-oriented securities, or may not favor equities at all.

OTHER INVESTMENT COMPANIES -
the main risk of investing in other investment companies is the risk that the
value of the underlying securities might decrease. Because the Fund may invest
in other investment companies, you will pay a proportionate share of the
expenses of that other investment company (including management fees,
administration fees and custodial fees) in addition to the expenses of the
Fund.

PRICE VOLATILITY - the value of the Fund changes as the prices of its
investments go up or down. Equity securities face market, issuer and other
risks, and their values may fluctuate, sometimes rapidly and unpredictably.
Market risk is the risk that securities may decline in value due to factors
affecting securities markets generally or particular industries. Issuer risk is
the risk that the value of a security may decline for reasons relating to the
issuer such as changes in the financial condition of the issuer. While equities
may offer the potential for greater long-term growth than most debt securities,
they generally have higher volatility.

The Fund invests in securities of larger companies which sometimes have more
stable prices than smaller companies. However, the Fund may also invest in
securities of small- and mid-sized companies which may be more susceptible to
greater price volatility than larger companies because they typically have
fewer financial resources, more limited product and market diversification, and
may be dependent on a few key managers.

VALUE INVESTING - securities that appear to be undervalued may never appreciate
to the extent expected. Further, because the prices of value- oriented
securities tend to correlate more closely with economic cycles than
growth-oriented securities, they generally are more sensitive to changing
economic conditions, such as changes in interest rates, corporate earnings and
industrial production.


INABILITY TO SELL SECURITIES -
some foreign companies usually trade in lower volume and may be less liquid
than other investments, securities of larger, more established companies or
U.S. companies. The Fund could lose money if it cannot sell a security at the
time and price that would be most beneficial to the Fund.

SECURITIES LENDING - there is the risk that when lending portfolio securities,
the securities may not be available to the Fund on a timely basis and it may
lose the opportunity to sell the securities at a desirable price. Engaging in
securities lending could have a leveraging effect which may intensify the
market risk, credit risk and other risks associated with investments in the
Fund.

A more detailed discussion of the risks associated with investing in the Fund
is available in the "More Information About Risks" section.
38  ING International Value Choice Fund


                                            ING INTERNATIONAL VALUE CHOICE FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

HOW THE FUND HAS
PERFORMED

                The following information is intended to help you understand
                the risks of investing in the Fund. The value of your shares in
                the Fund will fluctuate depending on the Fund's investment
                performance. The bar chart and table below show the changes in
                the Fund's performance from year to year, and the table
                compares the Fund's performance to the performance of a broad
                measure of market performance for the same period. The Fund's
                past performance (before and after income taxes) is no
                guarantee of future results.

In addition, performance of a composite of similarly managed accounts is
                            presented in the "Management of the Funds - Adviser
                            and Sub-Advisers" section of this Prospectus.


The bar chart below provides some indication of the risks of investing in the
Fund by showing changes in the performance of the Fund's Class A shares from
year to year. These figures do not reflect sales charges and would be lower if
they did.


                       YEAR-BY-YEAR TOTAL RETURNS (%)(1)
                (FOR THE PERIODS ENDED DECEMBER 31 OF EACH YEAR)

[GRAPHIC APPEARS HERE]


1998   1999   2000   2001   2002   2003   2004   2005   2006       2007
                                                        18.44      9.35


            Best and worst quarterly performance during this period:


                         Best: 4th quarter 2006: 9.74%
                        Worst: 4th quarter 2007: (2.13)%


                        AVERAGE ANNUAL TOTAL RETURNS(1)
                   (FOR THE PERIODS ENDED DECEMBER 31, 2007)

The table below provides some indication of the risks of investing in the Fund
by comparing the Fund's Class A, Class B and Class C shares' performance to
that of a broad measure of market performance - the Morgan Stanley Capital
International-Europe, Australasia, Far East Index ("MSCI EAFE(Reg. TM) Index").
It is not possible to invest directly in the index. The table also shows
returns on a before-tax and after-tax basis. After-tax returns are calculated
using the historical highest individual federal marginal income tax rates and
do not reflect the impact of state and local taxes.

Actual after-tax returns depend on an investor's tax situation and may differ
from those shown, and after-tax returns shown are not relevant to investors who
hold their Fund shares through tax-deferred arrangements, such as 401(k) plans
or individual retirement accounts.

In some cases the return after taxes may exceed the return before taxes due to
an assumed tax benefit from any losses on a sale of Fund shares at the end of
the measurement period.

After-tax returns are shown for Class A only. After-tax returns for other
classes will vary.


                                                                                            5 YEARS
                                                                         1 YEAR       (OR LIFE OF CLASS)      10 YEARS
 CLASS A RETURN BEFORE TAXES(2)                                 %        3.03             11.92(1)               N/A
 Class A Return After Taxes on Distributions(2)                 %        0.12             10.52(1)               N/A
 Class A Return After Taxes on Distributions and Sale of        %        4.42              9.94(1)               N/A
  Fund Shares(2)
 MSCI EAFE(Reg. TM) Index (reflects no deduction for fees,      %       11.17             18.10(4)               N/A
  expenses or taxes)(3)
 CLASS B RETURN BEFORE TAXES(5)                                 %        3.91             12.53(1)               N/A
 MSCI EAFE(Reg. TM) Index (reflects no deduction for fees,      %       11.17             18.10(4)               N/A
  expenses or taxes)(3)
 CLASS C RETURN BEFORE TAXES(6)                                 %        7.59             13.40(1)               N/A
 MSCI EAFE(Reg. TM) Index (reflects no deduction for fees,      %       11.17             18.10(4)               N/A
  expenses or taxes)(3)


(1)   Class A and Class B shares commenced operations on February 1, 2005.
      Class C shares commenced operations on February 4, 2005.

(2)   Reflects deduction of the maximum Class A sales charge of 5.75%.

(3)   MSCI EAFE(Reg. TM) Index is an unmanaged index that measures the
      performance of securities listed on exchange in Europe, Australasia and
      the Far East. It includes the reinvestment of dividends and distributions
      net of withholding taxes, but does not reflect fees, brokerage
      commissions or other expenses of investing.

(4)   The index returns for Class A, Class B and Class C shares are for the
      period beginning February 1, 2005.

(5)   Reflects deduction of the deferred sales charge of 5.00% and 3.00% for
      the 1 Year and Life of Class returns, respectively.

(6)   Reflects deduction of the deferred sales charge of 1.00% for the 1 Year
      return.

[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                                       ING International Value Choice Fund    39


                                                                        ADVISER
                                                            ING Investments, LLC

                                                                     SUB-ADVISER
                                        ING Investment Management Advisors, B.V.
ING INTERNATIONAL VALUE OPPORTUNITIES FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

INVESTMENT OBJECTIVE

The Fund seeks long-term capital appreciation. The Fund's investment objective
is not fundamental and may be changed without a shareholder vote.

[GRAPHIC APPEARS HERE]

PRINCIPAL  INVESTMENT STRATEGIES

The Fund invests primarily in foreign companies which belong to the developed
Morgan Stanley Capital International ("MSCI") country indices from Europe,
Australasia and the Far East. Under normal conditions, the Fund invests at
least 65% of its total assets in equity securities of companies located in a
number of different countries outside of the U.S., which may include countries
with emerging securities markets when the Sub-Adviser believes they present an
attractive investment opportunity. The Fund generally invests in common stock,
preferred stock, convertible securities, American Depositary Receipts ("ADRs"),
European Depositary Receipts ("EDRs") and Global Depositary Receipts ("GDRs").


In selecting securities for the Fund, the Sub-Adviser uses a combination of
proprietary quantitative analysis combined with fundamental research to
identify securities which the Sub-Adviser believes offer good value relative to
their peers in the same industry, sector or region. The quantitative analysis
combines traditional value indicators like price to book value, cash flow,
dividends and earning yield together with momentum indicators like price,
earnings, cash flow, dividend yield. The fundamental research is used primarily
to identify competitive advantages, a strong capital structure and a capable
management team. The Sub-Adviser diversifies across economic sectors and
countries.

The Sub-Adviser also seeks to take profit from opportunities created by
investor overreaction, misperception and short-term focus.

Upon determining the degree of visibility and conviction in the catalyst that
is expected to drive investment results, the Sub-Adviser diversifies across
economic sectors and countries. The Sub-Adviser may invest in companies with
any market capitalization.


The Fund may lend portfolio securities on a short-term or long-term basis, up
to 33 1/3% of its assets.

The Fund may invest in other investment companies to the extent permitted under
the Investment Company Act of 1940, as amended, and the rules and regulations
thereunder.


The Sub-Adviser may sell securities for a variety of reasons, such as to secure
gains, limit losses, or redeploy assets into opportunities believed to be more
promising, among others.

The Fund may engage in frequent and active trading of portfolio securities to
achieve its investment objective.

--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

RISKS
You could lose money on an investment in the Fund. The Fund may be affected by
the following risks, among others:


CONVERTIBLE SECURITIES -
the value of convertible securities may fall when interest rates rise.
Convertible securities with longer maturities tend to be more sensitive to
changes in interest rates usually making them more volatile than convertible
securities with shorter maturities. The Fund could lose money if the issuer of
a convertible security is unable to meet its financial obligations or goes
bankrupt.

FOREIGN INVESTING - foreign investments may be riskier than U.S. investments
for many reasons, including changes in currency exchange rates, unstable
political, social and economic conditions, a lack of adequate or accurate
company information, differences in the way securities markets operate, less
secure foreign banks or securities depositories than those in the U.S.; less
standardization of accounting standards and market regulations in certain
foreign countries; and varying foreign controls on investment. Foreign
investments may also be affected by administrative difficulties, such as delays
in clearing and settling transactions. Additionally, securities of foreign
companies may be denominated in foreign currency. Exchange rate fluctuations
may reduce or eliminate gains or create losses. Hedging strategies intended to
reduce this risk may not perform as expected. ADRs, EDRs and GDRs are subject
to risks of foreign investments, and they may not always track the price of the
underlying foreign security. These factors may make foreign investments more
volatile and potentially less liquid than U.S. investments. To the extent the
Fund invests in emerging market countries, the risks of foreign investing may
be greater, as these countries may be less politically and economically stable
than other countries. It may also be more difficult to buy and sell securities
in emerging market countries.


MARKET TRENDS - from time to time, the stock market may not favor the
value-oriented securities in which the Fund invests. Rather, the market could
favor growth-oriented securities, or may not favor equities at all.


OTHER INVESTMENT COMPANIES -
the main risk of investing in other investment companies is the risk that the
value of the underlying securities might decrease. Because the Fund may invest
in other investment companies, you will pay a proportionate share of the
expenses of that other investment company (including management fees,
administration fees and custodial fees) in addition to the expenses of the
Fund.

PRICE VOLATILITY - the value of the Fund changes as the prices of its
investments go up or down. Equity securities face market, issuer and other
risks, and their values may fluctuate, sometimes rapidly and unpredictably.
Market risk is the risk that securities may decline in value due to factors
affecting securities markets generally or particular industries. Issuer risk is
the risk that the value of a security may decline for reasons relating to the
issuer such as changes in the financial condition of the issuer. While equities
may offer the potential for greater long-term growth than most debt securities,
they generally have higher volatility.

The Fund invests in securities of larger companies which sometimes have more
stable prices than smaller companies. However, the Fund may also invest in
securities of small- and mid-sized companies which may be more susceptible to
greater price volatility than larger companies because they typically have
fewer financial resources, more limited product and market diversification, and
may be dependent on a few key managers.

VALUE INVESTING - securities that appear to be undervalued may never appreciate
to the extent expected. Further, because the prices of value- oriented
securities tend to correlate more closely with economic cycles than
growth-oriented securities, they generally are more sensitive to changing
economic conditions, such as changes in interest rates, corporate earnings and
industrial production.


INABILITY TO SELL SECURITIES -
convertible securities, securities of small-sized and mid-sized companies and
some foreign companies usually trade in lower volume and may be less liquid
than other investments and securities of larger, more established companies or
U.S. companies. The Fund could lose money if it cannot sell a security at the
time and price that would be most beneficial to the Fund.

SECURITIES LENDING - there is the risk that when lending portfolio securities,
the securities may not be available to the Fund on a timely basis and it may
lose the opportunity to sell the securities at a desirable price. Engaging in
securities lending could have a leveraging effect which may intensify the
market risk, credit risk and other risks associated with investments in the
Fund.

PORTFOLIO TURNOVER -
a high portfolio turnover rate involves greater expenses to the Fund including
brokerage commissions and other transaction costs, which may have an adverse
impact on performance, and is likely to generate more taxable short-term gains
for shareholders.

A more detailed discussion of the risks associated with investing in the Fund
is available in the "More Information About Risks" section.
40  ING International Value Opportunities Fund


                                     ING INTERNATIONAL VALUE OPPORTUNITIES FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

HOW THE FUND HAS
PERFORMED

                Since ING International Value Opportunities Fund did not have a
                full year of performance as of December 31,2007, there is no
                performance information included in this Prospectus. Please
                visit the Fund's website at www.ingfunds.com to obtain
                performance information once it is available.

[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                                  ING International Value Opportunities Fund  41


                                                                        ADVISER
                                                            ING Investments, LLC

                                                                     SUB-ADVISER
                                        ING Investment Management Advisors, B.V.
ING RUSSIA FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

INVESTMENT OBJECTIVE

The Fund's investment objective is to seek long-term capital appreciation
through investment primarily in equity securities of Russian companies.

[GRAPHIC APPEARS HERE]

PRINCIPAL  INVESTMENT STRATEGIES

The Fund seeks to achieve its objective by normally investing at least 80% of
its net assets in equity securities (including common and preferred stocks, and
convertible securities) of Russian companies. The Fund will provide
shareholders with at least 60 days' prior notice of any change in this
investment policy. The Sub-Adviser manages the Fund as a core equity product
investing primarily in Russian companies and is not constrained by a particular
investment style or market capitalization. It may invest in "growth" or "value"
securities. The Sub-Adviser seeks to invest in companies that are undervalued
by the market because their pace of development and earnings growth have been
underestimated. The Sub-Adviser also seeks to invest in companies that it
believes will experience growth in revenue and profits. The Fund may invest the
other 20% of its assets in debt securities issued by Russian companies and debt
securities issued or guaranteed by the Russian government without any
restrictions based on investment quality or maturity of the debt securities.
The Fund may also invest in the equity securities of companies located outside
of Russia including those companies located in the former Soviet Union. The
Fund may invest up to 10% of its assets in other investment companies.


When the Fund anticipates unusual market or other conditions, it may
temporarily depart from its goal and invest substantially in high-quality
short-term investments. This could help the Fund avoid losses, but may mean
lost opportunities. The criteria used by the Fund to determine whether an
issuer is based in Russia include: the issuer is organized in Russia; the
principal securities market for the issuer is Russia; the issuer derives at
least 50% of its revenues or profits from goods produced or sold, investments
made, or services performed in Russia; or at least 50% of the issuer's assets
are located in Russia.

The Fund is non-diversified, which means it may invest a significant portion of
its assets in a single issuer.

The Sub-Adviser may sell securities for a variety of reasons, such as to secure
gains, limit losses, or redeploy assets into opportunities believed to be more
promising, among others.


The Fund also may lend portfolio securities on a short-term or long-term basis,
up to 33 1/3% of its assets.


--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

RISKS
You could lose money on an investment in the Fund. The Fund may be affected by
the following risks, among others:


CONVERTIBLE AND DEBT SECURITIES -
the value of convertible and debt securities may fall when interest rates rise.
Convertible and debt securities with longer maturities tend to be more
sensitive to changes in interest rates, usually making them more volatile than
convertible and debt securities with shorter maturities.

FOREIGN INVESTING - foreign investments may be riskier than U.S. investments
for many reasons, including: changes in currency exchange rates; unstable
political, social and economic conditions; a lack of adequate or accurate
company information; differences in the way securities markets operate; less
secure foreign banks or securities depositories than those in the U.S.; less
standardization of accounting standards and market regulations in certain
foreign countries and varying foreign controls on investments. To the extent
the Fund invests in countries with emerging securities markets, the risks of
foreign investing may be greater, as these countries may be less politically
and economically stable than other countries. It may also be more difficult to
buy and sell securities in countries with emerging securities markets.

GEOGRAPHICAL CONCENTRATION -
because the Fund concentrates in a single region of the world, the Fund's
performance may be more volatile than that of a fund that invests globally. If
Russian securities fall out of favor, it may cause the Fund to underperform
funds that do not concentrate in a single region of the world.

HIGH-YIELD, LOWER-GRADE DEBT SECURITIES - junk bonds are highly speculative.
Changes in economic conditions or other circumstances are more likely to lead
to a weakened capacity of issuers of securities to make principal and interest
payments than with higher-grade debt securities.

MARKET TRENDS AND PRICE VOLATILITY -
from time to time, the stock market may not favor the value-oriented securities
in which the Funds invests. Rather, the market could favor growth-oriented
securities, or may not favor equities at all. The Fund may invest in small-and
mid-sized companies, which may be more susceptible to greater price swings than
larger companies because they typically have fewer financial resources, more
limited product and market diversification and many are dependent on a few key
managers.

NON-DIVERSIFICATION - the Fund is classified as a "non-diversified" investment
company under the Investment Company Act of 1940, as amended. If the Fund
invests a relatively high percentage of its assets in a limited number of
issuers, the Fund will be more at risk to any single corporate, economic,
political or regulatory event that impacts one or more of those issuers.
Conversely, even though classified as non-diversified, the Fund may actually
maintain a portfolio that is diversified within a large number of issuers. In
such an event, the Fund would benefit less from appreciation in a single issuer
than if it had greater exposure to that issuer.

VALUE INVESTING - securities that appear to be undervalued may never appreciate
to the extent expected. Further, because the prices of value- oriented
securities tend to correlate more closely with economic cycles than
growth-oriented securities, they generally are more sensitive to changing
economic conditions, such as changes in interest rates, corporate earnings and
industrial production.

OTHER INVESTMENT COMPANIES -
the main risk of investing in other investment companies is the risk that the
value of the underlying securities might decrease. Because the Fund invests in
other investment companies, you will pay a proportionate share of the expenses
of that other investment company (including management fees, administration
fees and custodial fees) in addition to the expenses of the Fund.

RISKS OF INVESTING IN SECURITIES OF RUSSIAN COMPANIES
The following risks apply to all mutual funds that invest in securities of
Russian companies, including ING Russia Fund.

Political Risk - since the breakup of the Soviet Union in 1991, Russia has
experienced and continues to experience dramatic political and social change.
Russia is undergoing a rapid transition from a centrally-controlled command
system to a more market-oriented democratic model. The Fund may be affected
unfavorably by political developments, social instability, changes in
government policies, and other political and economic developments.

Market Concentration and Liquidity Risk - the Russian securities markets are
substantially smaller, less liquid and more volatile than the securities
markets in the U.S. A few issuers represent a large percentage of market
capitalization and trading volume. Due to these factors and despite the Fund's
policy on liquidity, it may be difficult for the Fund to buy or sell some
securities because of the poor liquidity.

Lack of Reliable Financial Information - there may not be available reliable
financial information which has been prepared and audited in accordance with
U.S. or Western European generally accepted accounting principles and auditing
standards.

Unfavorable Actions -
there is the potential for unfavorable action such as expropriation, dilution,
devaluation, default or excessive taxation by the Russian government or any of
its agencies or political subdivisions with respect to investments in Russian
securities by or for the benefit of foreign entities.

The Fund's investments will include investments in Russian companies that have
characteristics and business relationships common to companies outside of
Russia, and as a result, outside economic forces may cause fluctuations in the
value of securities held by the Fund.

Settlement and Custody Risk -
ownership of shares in Russian companies is recorded by the companies
themselves and by registrars instead of through a central registration system.
It is possible that the Fund's ownership rights could be lost through fraud or
negligence. Since the Russian banking institutions and registrars are not
guaranteed by the state, the Fund may not be able to pursue claims on behalf of
the Fund's shareholders.


INABILITY TO SELL SECURITIES -
convertible securities, securities of smaller and mid-sized companies and
securities of companies located in countries with emerging securities markets
usually trade in lower volume and may be less liquid than other investments and
securities of companies located in larger, more established markets. The Fund
could lose money if it cannot sell a security at the time and price that would
be most beneficial to the Fund.

SECURITIES LENDING - there is the risk that when lending portfolio securities,
the securities may not be available to the Fund on a timely basis and it may
lose the opportunity to sell the securities at a desirable price. Engaging in
securities lending could have a leveraging effect which may intensify the
market risk, credit risk and other risks associated with investments in the
Fund.

A more detailed discussion of the risks associated with investing in the Fund
is available in the "More Information About Risks" section.
42  ING Russia Fund


                                                                ING RUSSIA FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

HOW THE FUND HAS
PERFORMED

                The following information is intended to help you understand
                the risks of investing in the Fund. The value of your shares in
                the Fund will fluctuate depending on the Fund's investment
                performance. The bar chart and table below show the changes in
                the Fund's performance from year to year, and the table
                compares the Fund's performance to the performance of two broad
                measures of market performance for the same period. The Fund's
                past performance (before and after income taxes) is no
                guarantee of future results.


The bar chart below provides some indication of the risks of investing in the
Fund by showing changes in the performance of the Fund's Class A shares from
year to year. These figures do not reflect sales charges and would be lower if
they did.


                       YEAR-BY-YEAR TOTAL RETURNS (%)(1)
                (FOR THE PERIODS ENDED DECEMBER 31 OF EACH YEAR)

[GRAPHIC APPEARS HERE]


  1998       1999         2000      2001       2002       2003       2004      2005       2006       2007
(82.99)     159.76      (17.80)     80.32      24.72      75.88      5.91      70.94      67.53      30.69


            Best and worst quarterly performance during this period:


                         Best: 4th quarter 1999: 95.36%

                       Worst: 3rd quarter 1998: (64.89)%


                        AVERAGE ANNUAL TOTAL RETURNS(1)
                   (FOR THE PERIODS ENDED DECEMBER 31, 2007)


The table below provides some indication of the risks of investing in the Fund
by comparing the Fund's Class A shares' performance to those of two broad
measures of market performance - the Morgan Stanley Capital International
Emerging Markets IndexSM ("MSCI EM IndexSM") and the Russia Trading System
Index. It is not possible to invest directly in the indices. The table also
shows returns on a before- tax and after-tax basis. After-tax returns are
calculated using the historical highest individual federal marginal income tax
rates and do not reflect the impact of state and local taxes.


Actual after-tax returns depend on an investor's tax situation and may differ
from those shown, and after-tax returns shown are not relevant to investors who
hold their Fund shares through tax-deferred arrangements, such as 401(k) plans
or individual retirement accounts.

In some cases the return after taxes may exceed the return before taxes due to
an assumed tax benefit from any losses on a sale of Fund shares at the end of
the measurement period.


                                                                           1 YEAR          5 YEARS          10 YEARS
 CLASS A RETURN BEFORE TAXES(2)                                  %        23.18           45.70             18.28
 Class A Return After Taxes on Distributions(2)                  %        20.51           44.88             17.50
 Class A Return After Taxes on Distributions and Sale of         %        18.53           41.75             16.31
  Fund Shares(2)
 MSCI EM IndexSM (reflects no deduction for fees, expenses       %        39.39           37.02            14.53(4)
  or taxes)(3)
 Russia Trading System Index (reflects no deduction for          %        20.06           46.71             19.15
  fees, expenses or taxes)(5)


(1)   Prior to July 26, 2000, Lexington Management Corporation served as the
      Adviser to the Fund and the Fund's shares were sold on a no-load basis.
      Effective July 31, 2000, the Fund's outstanding shares were classified as
      "Class A" shares. Prior to January 2, 2001, Troika Dialog Asset
      Management ("Cayman Islands"), Ltd. served as the Adviser to the Fund.
      The Fund did not have a sub-adviser from October 1, 2000 to December 4,
      2002. Effective December 5, 2002, ING Investment Management Advisors B.V.
      became the Sub-Adviser to the Fund.

(2)   Reflects deduction of the maximum Class A sales charge of 5.75%.

(3)   The MSCI EM IndexSM is an unmanaged index that measures the performance
      of securities listed on exchanges in developing nations throughout the
      world. It includes the reinvestment of dividends and distributions net of
      withholding taxes, but does not reflect fees, brokerage commissions or
      other expenses of investing.


(4)   Prior to December 31, 2001, the index did not include the deduction of
      withholding taxes. The gross index return is for the period beginning
      January 1, 1998.

(5)   The Russia Trading System Index is a capitalization-weighted index that
      is calculated in U.S. dollars. The index tracks the performance of
      Russia's most active stocks traded on the Russia Trading System. The
      index is operated by the National Association of Participants in the
      Securities Markets, a non-profit body.


[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                                                           ING Russia Fund    43


                                                                        ADVISER
                                                            ING Investments, LLC

                                                                     SUB-ADVISER
                                        ING Investment Management Advisors, B.V.
ING EMERGING MARKETS FIXED INCOME FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

INVESTMENT OBJECTIVE

The Fund seeks to maximize total return. The Fund's investment objective is not
fundamental and may be changed without a shareholder vote.

[GRAPHIC APPEARS HERE]

PRINCIPAL  INVESTMENT STRATEGIES

The Fund normally invests at least 80% of its net assets in debt securities of
issuers located or primarily conducting their business in emerging market
countries. The Fund will provide shareholders with at least 60 days' prior
notice of any change in this investment policy. The Fund expects to maintain
investments in a number of different emerging market countries. The total
return sought by the Fund consists of income earned on the Fund's investments,
plus capital appreciation, if any.

The debt securities in which the Fund may invest include fixed-rate
instruments; convertible bonds; bonds associated with restructured syndicated
or bank loans (e.g., Brady Bonds); and subordinated bonds. The Fund may invest
in warrants and in structured securities to access specific markets or for
purposes of tax efficiency.


The Fund may invest in derivative securities. Derivatives are securities whose
value may be based on other securities, currencies, interest rates, or indices.
Derivatives include: futures and forward contracts; options on futures
contracts, foreign currencies, securities and stock indices; structured notes
and indexed securities; and swaps, caps, floors and collars.


The Fund may invest in below investment-grade bonds, including corporate bonds
from emerging markets, which at the time of investment, are not rated by a
nationally recognized statistical rating organization or are rated below
investment grade (for example, rated below BBB - by Standard & Poor's Rating
Corporation or Baa3 by Moody's Investors Service, Inc.), have an equivalent
rating by a nationally recognized statistical rating organization, and those in
default or non-rated.


The Sub-Adviser generally invests in securities of various maturities. For
instance, the Fund may hold securities with maturities that are short-term
(generally, less than three years), intermediate (three to ten years), and
long-term (longer than ten years). The Sub-Adviser may adjust the duration (a
measure of sensitivity to interest rate movements) of the Fund's portfolio,
depending on its outlook on interest rate movements.

The Fund may also invest in money-market instruments with maturities not
exceeding 397 days.

The Sub-Adviser uses a top-down analysis of the emerging markets sector in
identifying investments for the Fund's portfolio. The Sub-Adviser selects
securities for the Fund, taking into consideration (i) the attractiveness of
the investment based on a country's yield curve; (ii) the liquidity of the
investment; and (iii) the conditions related to the security's interest payment
deferrals or principal amortization schedules.

At least 70% of the securities in which the Fund invests will be securities
denominated in either USD (US dollar), EUR (European Monetary Union euro), JPY
(Japanese yen), CHF (Swiss franc) or GBP (British pound), and up to 30% of the
Fund's assets can be invested in currencies of, or in securities denominated in
the currencies of, emerging market countries. Local currencies are defined as
the means of exchange issued by the Central Banks residing in emerging market
countries.

The Sub-Adviser considers an emerging market country to be any country
determined to have an emerging market economy, taking into account a number of
factors, including whether the country has a low-to-middle economy, according
to the International Bank for Reconstruction and Development (the World Bank),
the country's foreign currency debt rating, its political and economic
stability and the development of its financial and capital markets. Such
countries are located in Latin America, Asia, Africa, the Middle East and the
developing countries of Europe, primarily Eastern Europe.


The Fund may invest up to 20% of its assets in floating-rate instruments.

The Fund may invest in other investment companies to the extent permitted under
the Investment Company Act of 1940, as amended, and the rules and regulations
thereunder.


The Fund is non-diversified, which means it may invest a significant portion of
its assets in a single issuer.

The Sub-Adviser may sell securities for a variety of reasons, such as to secure
gains, limit losses, or redeploy assets into opportunities believed to be more
promising, among others.


The Fund may also lend portfolio securities on a short-term or long-term basis,
up to 33 1/3% of its assets.


--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

RISKS
You could lose money on an investment in the Fund. The Fund may be affected by
the following risks, among others:


CONVERTIBLE AND DEBT SECURITIES -
the value of convertible and debt securities may fall when interest rates rise.
Convertible and debt securities with longer maturities tend to be more
sensitive to changes in interest rates, usually making them more volatile than
convertible and debt securities with shorter maturities. The Fund could lose
money if the issuer of a convertible or debt security is unable to meet its
financial obligations or goes bankrupt.

CREDIT - the Fund could lose money if the issuer of a debt security is unable
to meet its financial obligations or goes bankrupt. This is especially true
during periods of economic downturn. The Fund may be subject to more credit
risk than other funds, because it may invest in high-yield debt securities,
which are considered predominantly speculative with respect to the issuer's
continuing ability to meet interest and principal payments. The Fund is also
subject to credit risk through its investment in floating rate loans.

DERIVATIVES - derivatives are subject to the risk of changes in the market
price of the underlying securities, credit risk with respect to the
counterparty to the derivative instruments, and the risk of loss due to changes
in interest rates. The use of certain derivatives may also have a leveraging
effect which may increase the volatility of the Fund and may reduce its
returns.


FOREIGN INVESTING - foreign investments may be riskier than U.S. investments
for many reasons, including: changes in currency exchange rates; unstable
political, social and economic conditions; a lack of adequate or accurate
company information; differences in the way securities markets operate; less
secure foreign banks or securities depositories than those in the U.S.; less
standardization of accounting standards and market regulations in certain
foreign countries; and varying foreign controls on investments. Foreign
investments may also be affected by administrative difficulties, such as delays
in clearing and settling transactions. Additionally, securities of foreign
companies may be denominated in foreign currencies. Exchange rate fluctuations
may reduce or eliminate gains or create losses. Hedging strategies intended to
reduce this risk may not perform as expected. Because the Fund invests in
countries with emerging securities markets, the risks of foreign investing may
be greater, as these countries may be less politically and economically stable
than other countries. It also may be more difficult to buy and sell securities
in countries with emerging securities markets.


HIGH-YIELD, LOWER-GRADE DEBT SECURITIES - when the Fund invests in debt
securities rated below investment grade, its credit risk is greater than that
of funds that buy only investment-grade debt securities. Lower-grade debt
securities may be subject to greater market fluctuations and greater risks of
loss of income and principal than investment-grade debt securities. Debt
securities that are (or have fallen) below investment grade are exposed to a
greater risk that their issuers might not meet their debt obligations. The
market for these debt securities may be less liquid, making it difficult for
the Fund to sell them quickly at an acceptable price. These risks can reduce
the Fund's share price and the income it earns.

ILLIQUID SECURITIES - if a security is illiquid, the Fund might be unable to
sell the security at a time when the Sub-Adviser might wish to sell, and the
security could have the effect of decreasing the overall level of the Fund's
liquidity. Further, the lack of an established secondary market may make it
more difficult to value illiquid securities, which could vary from the amount
the Fund could realize upon disposition.

NON-DIVERSIFICATION - the Fund is classified as a "non-diversified" investment
company under the Investment Company Act of 1940, as amended. If the Fund
invests a relatively high percentage of its assets in obligations of a limited
number of issuers, the Fund will be more at risk to any single corporate,
economic, political or regulatory event that impacts one or more of those
issuers. Conversely, even though classified as non-diversified, the Fund may
actually maintain a portfolio that is diversified with a large number of
issuers. In such an event, the Fund would benefit less from appreciation in a
single corporate issuer than if it had greater exposure to that issuer.

OTHER INVESTMENT COMPANIES -
the main risk of investing in other investment companies is the risk that the
value of the underlying securities might decrease. Because the Fund may invest
in other investment companies, you will pay a proportionate share of the
expenses of that other investment company (including management fees,
administration fees and custodial fees) in addition to the expenses of the
Fund.

PRICE VOLATILITY - the value of the Fund changes as the prices of its
investments go up or down. Debt securities face market, issuer and other risks,
and their values may fluctuate, sometimes rapidly and unpredictably. Market
risk is the risk that securities may decline in value due to factors affecting
the securities markets generally or particular industries. Issuer risk is the
risk that the value of a security may decline for reasons relating to the
issuer, such as changes in the financial condition of the issuer.


INABILITY TO SELL SECURITIES -
convertible securities, securities of smaller and mid-sized companies and
securities of companies located in countries with emerging securities markets
usually trade in lower volume and may be less liquid than other investments and
securities of companies located in larger, more established markets. The Fund
could lose money if it cannot sell a security at the time and price that would
be most beneficial to the Fund.

SECURITIES LENDING - there is the risk that when lending portfolio securities,
the securities may not be available to the Fund on a timely basis and it may
lose the opportunity to sell the securities at a desirable price. Engaging in
securities lending could have a leveraging effect which may intensify the
market risk, credit risk and other risks associated with investments in the
Fund.

A more detailed discussion of the risks associated with investing in the Fund
is available in the "More Information About Risks" section.
44  ING Emerging Markets Fixed Income Fund


                                         ING EMERGING MARKETS FIXED INCOME FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

HOW THE FUND HAS
PERFORMED

                The following information is intended to help you understand
                the risks of investing in the Fund. The value of your shares in
                the Fund will fluctuate depending on the Fund's investment
                performance. The bar chart and table below show the changes in
                the Fund's performance from year to year, and the table
                compares the Fund's performance to the performance of a broad
                measure of market performance for the same period. The Fund's
                past performance (before and after income taxes) is no
                guarantee of future results.


The bar chart below provides some indication of the risks of investing in the
Fund by showing changes in the performance of the Fund's Class A shares from
year to year. These figures do not reflect sales charges and would be lower if
they did.


                       YEAR-BY-YEAR TOTAL RETURNS (%)(1)
                (FOR THE PERIODS ENDED DECEMBER 31 OF EACH YEAR)

[GRAPHIC APPEARS HERE]


1998   1999   2000   2001   2002   2003   2004   2005   2006       2007
                                                        11.45      3.05


            Best and worst quarterly performance during this period:


                         Best: 3rd quarter 2006: 7.12%

                       Worst: 2nd quarter 2006: (4.21)%


                        AVERAGE ANNUAL TOTAL RETURNS(1)
                   (FOR THE PERIODS ENDED DECEMBER 31, 2007)

The table below provides some indication of the risks of investing in the Fund
by comparing the Fund's Class A, Class B and Class C shares' performance to
that of a broad measure of market performance - the JPMorgan Emerging Markets
Bond Index Global Diversified ("JP Morgan EMB Index Global Diversified"). It is
not possible to invest directly in the index. The table also shows returns on a
before-tax and after-tax basis. After-tax returns are calculated using the
historical highest individual federal marginal income tax rates and do not
reflect the impact of state and local taxes.

Actual after-tax returns depend on an investor's tax situation and may differ
from those shown, and after-tax returns shown are not relevant to investors who
hold their Fund shares through tax-deferred arrangements, such as 401(k) plans
or individual retirement accounts.

In some cases the return after taxes may exceed the return before taxes due to
an assumed tax benefit from any losses on a sale of Fund shares at the end of
the measurement period.

After-tax returns are shown for Class A only. After-tax returns for other
classes will vary.


                                                                                          5 YEARS
                                                                       1 YEAR       (OR LIFE OF CLASS)      10 YEARS
 CLASS A RETURN BEFORE TAXES(2)                               %         0.45            4.45(1)                N/A
 Class A Return After Taxes on Distributions(2)               %       (1.47)            2.14(1)                N/A
 Class A Return After Taxes on Distributions and Sale of      %         0.28            2.44(1)                N/A
  Fund Shares(2)
 JPMorgan EMB Index Global Diversified (reflects no           %         6.16            7.99(4)                N/A
  deduction for fees, expenses or taxes)(3)
 CLASS B RETURN BEFORE TAXES(5)                               %       (2.62)            4.14(1)                N/A
 JPMorgan EMB Index Global Diversified (reflects no           %         6.16            7.99(4)                N/A
  deduction for fees, expenses or taxes)(3)
 CLASS C RETURN BEFORE TAXES(6)                               %         1.31            4.36(1)                N/A
 JPMorgan EMB Index Global Diversified (reflects no           %         6.16            6.78(7)                N/A
  deduction for fees, expenses or taxes)(3)


(1)   Class A shares commenced operations on December 21, 2005. Class B shares
      commenced operations on January 4, 2006. Class C shares commenced
      operations on March 1, 2006.


(2)   Effective July 31, 2006, the maximum Class A sales charge was lowered to
      2.50%. Return calculations with a starting date prior to July 31, 2006
      are based on a 5.75% sales charge, while returns with a starting date on
      or after July 31, 2006, are based on a 2.50% sales charge.


(3)   The JPMorgan EMB Index Global Diversified is a uniquely-weighted version
      of the Emerging Markets Bond Index Global. It limits the weights of those
      index countries with larger debt stocks by only including specified
      portions of these countries' eligible current face amounts of debt
      outstanding.

(4)   The index return for Class A and Class B shares is for the period
      beginning January 1, 2006.

(5)   Reflects deduction of the deferred sales charge of 5.00% and 4.00% for
      the 1 Year and Life of Class returns, respectively.

(6)   Reflects deduction of the deferred sales charge of 1.00% for the 1 Year
      return.

(7)   The index return for Class C shares is for the period beginning March 1,
      2006.

[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                                    ING Emerging Markets Fixed Income Fund    45


                                                                        ADVISER
                                                            ING Investments, LLC

                                                                     SUB-ADVISER
                                                   ING Investment Management Co.
ING GLOBAL BOND FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

INVESTMENT OBJECTIVE

The Fund seeks to maximize total return through a combination of current income
and capital appreciation. The Fund's investment objective is not fundamental
and may be changed without a shareholder vote.

[GRAPHIC APPEARS HERE]

PRINCIPAL  INVESTMENT STRATEGIES
Under normal market conditions, the Fund will invest at least 80% of its net
assets, plus borrowings for investment purposes, in a portfolio of bonds of
issuers in a number of different countries, which may include the U.S. The Fund
will provide shareholders with at least 60 days' prior written notice of any
change in this investment policy.

The Fund may invest in securities of issuers located in developed and emerging
market countries. Securities may be denominated in foreign currencies or in the
U.S. dollar. The Fund may hedge its exposure to securities denominated in
foreign currencies. The Fund may also borrow money from banks and invest the
proceeds of such loans in portfolio securities as permitted under the
Investment Company Act of 1940, as amended. This investment technique is known
as "leveraging."


The Fund invests primarily in investment grade securities which include, but
are not limited to, corporate and government bonds which, at the time of
investment, are rated investment grade (at least BBB- by Standard & Poor's
Rating Corporation or Baa3 by Moody's Investors Service, Inc.) or have an
equivalent rating by a nationally recognized statistical rating organization,
or are of comparable quality if unrated. The Fund may also invest in preferred
stocks, money market instruments, municipal bonds, commercial and residential
mortgage-backed securities, asset-backed securities, other securitized and
structured debt products, private placements and other investment companies.
The Fund may also invest up to 5% of its assets in a combination of floating
rate secured loans ("Senior Loans") and shares of ING Prime Rate Trust, a
closed-end investment company that invests in Senior Loans. Although the Fund
may invest a portion of its assets in high-yield debt securities rated below
investment grade, the Fund will seek to maintain a minimum weighted average
portfolio quality rating of at least investment grade. The dollar-weighted
average portfolio duration of the Fund will generally range between two and
nine years.


The Fund may use futures, swaps (including interest rate swaps, total return
swaps and credit default swaps), options and other derivative instruments, to
seek to enhance return, to hedge some of the risks of its investments in
fixed-income securities or as a substitute for a position in an underlying
asset. The Fund may, without limitation, seek to obtain market exposure to the
securities in which it primarily invests by entering into a series of purchase
and sale contracts or by using other investment techniques (such as buy backs
or dollar rolls and reverse repurchase agreements).

The investment process focuses on allocating assets among various sectors of
the global bond markets and buying bonds at a discount to their intrinsic
value. The Sub-Adviser utilizes proprietary quantitative techniques to identify
bonds or sectors that are cheap relative to other bonds or sectors based on
their historical price relationships. Teams of asset specialists use this
relative value analysis to guide them in the security selection process.

The Fund is non-diversified which means it may invest a significant portion of
its assets in a single issuer.

The Sub-Adviser may sell securities for a variety of reasons, such as to secure
gains, limit losses or redeploy assets into opportunities believed to be more
promising, among others.


The Fund may lend portfolio securities on a short-term or long-term basis, up
to 33 1/3% of its assets.


The Fund may engage in frequent and active trading of portfolio securities to
achieve its investment objective.

--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

RISKS
You could lose money on an investment in the Fund. The Fund may be affected by
the following risks, among others:


BORROWING/LEVERAGE - The Fund may borrow money from banks for investment
purposes, commonly referred to as "leveraging." Therefore, the Fund's exposure
to fluctuations in the prices of the securities is increased in relation to the
Fund's capital. The Fund's borrowing activities will exaggerate any increase or
decrease in the net asset value ("NAV") of the Fund. In addition, the interest
which the Fund must pay on borrowed money, together with any additional fees to
maintain a line of credit or any minimum average balances, may further reduce
or eliminate any net investment profits. Unless profits on assets acquired with
borrowed funds exceed the costs of borrowing, the use of borrowing will
diminish the investment performance of the Fund compared with what it would
have been without borrowing. Reverse repurchase agreements and dollar rolls, as
leveraging techniques, may increase the Fund's yield. Lastly, there is no
guarantee that a leveraging strategy will be successful.

CREDIT - the Fund could lose money if the issuer of a debt security is unable
to meet its financial obligations or goes bankrupt. This is especially true
during periods of economic downturn. The Fund may be subject to more credit
risk than other funds, because it may invest in high-yield debt securities,
which are considered predominantly speculative with respect to the issuer's
continuing ability to meet interest and principal payments. The Fund is also
subject to credit risk through its investment in floating rate loans.

DEBT SECURITIES - the value of debt securities may fall when interest rates
rise. Debt securities with longer maturities tend to be more sensitive to
changes in interest rates, usually making them more volatile than debt
securities with shorter maturities. The Fund could lose money if the issuer of
a debt security is unable to meet its financial obligations or goes bankrupt.

DERIVATIVES - derivatives are subject to the risk of changes in the market
price of the underlying securities, credit risk with respect to the
counterparty to the derivative instruments, and the risk of loss due to changes
in interest rates. The use of certain derivatives may also have a leveraging
effect which may increase the volatility of the Fund and may reduce its
returns.

FOREIGN INVESTING - Foreign investments may be riskier than U.S. investments
for many reasons, including: changes in currency exchange rates; unstable
political, social and economic conditions; a lack of adequate or accurate
country or corporate information; differences in the way securities markets
operate; less secure foreign banks or securities depositories than those in the
U.S.; less standardization of accounting standards and market regulations in
certain foreign countries; and varying foreign controls on investments. Foreign
investments may also be affected by administrative difficulties, such as delays
in clearing and settling transactions. Additionally, securities of foreign
companies may be denominated in foreign currencies. Exchange rate fluctuations
may reduce or eliminate gains or create losses. Hedging strategies intended to
reduce this risk may not perform as expected. In emerging market countries, the
risks of foreign investing may be greater, as these countries may be less
politically and economically stable than other countries. It also may be more
difficult to buy and sell securities in emerging market countries. To the
extent the Fund invests in countries with emerging securities markets, the
risks of foreign investing may be greater, as these countries may be less
politically and economically stable than other countries. It also may be more
difficult to buy and sell securities with emerging securities markets.

HIGH-YIELD, LOWER-GRADE DEBT SECURITIES - when the Fund invests in debt
securities rated below investment grade, its credit risks are greater than that
of funds that buy only investment-grade debt securities. Lower-grade debt
securities may be subject to greater market fluctuations and greater risks of
loss of income and principal than investment-grade debt securities. Debt
securities that are (or have fallen) below investment grade are exposed to a
greater risk that their issuers might not meet their debt obligations. The
market for these debt securities may be less liquid, making it difficult for
the Fund to sell them quickly at an acceptable price. These risks can reduce
the Fund's share price and the income it earns.

INTEREST RATE - fixed-income securities are subject to the risk that interest
rates will rise, which generally causes bond prices to fall. Economic and
market conditions may cause issuers to default or go bankrupt. High-yield
instruments are even more sensitive to economic and market conditions than
other fixed-income securities.

MORTGAGE-RELATED SECURITIES -
the prices of mortgage-related securities are sensitive to changes in interest
rates and changes in the prepayment patterns on the underlying instruments. If
the principal on the underlying mortgage note is repaid faster than
anticipated, which typically occurs in times of low or declining interest
rates, the price of the mortgage-related security may fall.

NON-DIVERSIFICATION -  the Fund is classified as a "non-diversified" investment
company under the Investment Company Act of 1940, as amended. If the Fund
invests a relatively high percentage of its assets in obligations of a limited
number of issuers, the Fund will be more at risk to any single corporate,
economic, political or regulatory event that impacts one or more of those
issuers. Conversely, even though classified as non-diversified, the Fund may
actually maintain a portfolio that is diversified with a large number of
issuers. In such an event, the Fund would benefit less from appreciation in a
single corporate issuer than if it had greater exposure to that issuer.

OTHER INVESTMENT COMPANIES -
the main risk of investing in other investment companies is the risk that the
value of the underlying securities might decrease. Because the Fund invests in
other investment companies, you will pay a proportionate share of the expenses
of that other investment company (including management fees, administration
fees and custodial fees) in addition to the expenses of the Fund.

PRICE VOLATILITY - the value of the Fund changes as the prices of its
investments go up or down. Debt securities face market, issuer and other risks,
and their values may fluctuate, sometimes rapidly and unpredictably. Market
risk is the risk that securities may decline in value due to factors affecting
the securities markets generally or particular industries. Issuer risk is the
risk that the value of a security may decline for reasons relating to the
issuer, such as changes in the financial condition of the issuer.


INABILITY TO SELL SECURITIES -
some foreign companies usually trade in lower volume and may be less liquid
than other investments, securities of larger, more established companies or
U.S. companies. The Fund could lose money if it cannot sell a security at the
time and price that would be most beneficial to the Fund.


PORTFOLIO TURNOVER - a high portfolio turnover rate involves greater expenses
to the Fund including brokerage commissions and other transaction costs, which
may have an adverse impact on performance, and is likely to generate more
taxable short-term gains for shareholders.

SECURITIES LENDING - there is the risk that when lending portfolio securities,
the securities may not be available to the Fund on a timely basis and it may
lose the opportunity to sell the securities at a desirable price. Engaging in
securities lending could have a leveraging effect which may intensify the
market risk, credit risk and other risks associated with investments in the
Fund.


A more detailed discussion of the risks associated with investing in the Fund
is available in the "More Information About Risks" section.
46  ING Global Bond Fund


                                                           ING GLOBAL BOND FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

HOW THE FUND HAS
PERFORMED

                The following information is intended to help you understand
                the risks of investing in the Fund. The value of your shares in
                the Fund will fluctuate depending on the Fund's investment
                performance. The bar chart and table below show the Fund's
                performance for the first full calendar year of operations, and
                the table compares the Fund's performance to the performance of
                a broad measure of market performance for the same period. The
                Fund's past performance (before and after income taxes) is no
                guarantee of future results.


The bar chart below provides some indication of the risks of investing in the
Fund by showing the performance of the Fund's Class A shares for the first full
calendar year of operations. The figure does not reflect sales charges and
would be lower if it did.


                       YEAR-BY-YEAR TOTAL RETURNS (%)(1)

                       (FOR THE PERIOD ENDED DECEMBER 31)


[GRAPHIC APPEARS HERE]


1998   1999   2000   2001   2002   2003   2004   2005   2006   2007
                                                               11.42


            Best and worst quarterly performance during this period:


                         Best: 3rd quarter 2007: 6.20%
                        Worst: 2nd quarter 2007: (0.11)%


                        AVERAGE ANNUAL TOTAL RETURNS(1)
                   (FOR THE PERIODS ENDED DECEMBER 31, 2007)

The table below provides some indication of the risks of investing in the Fund
by comparing the Fund's Class A, Class B and Class C shares' performance to
that of a broad measure of market performance - the Lehman Brothers(Reg. TM)
Global Aggregate Index. It is not possible to invest directly in the index. The
table also shows returns on a before-tax and after-tax basis. After-tax returns
are calculated using the historical highest individual federal marginal income
tax rates and do not reflect the impact of state and local taxes.

Actual after-tax returns depend on an investor's tax situation and may differ
from those shown, and after-tax returns shown are not relevant to investors who
hold their Fund shares through tax-deferred arrangements, such as 401(k) plans
or individual retirement accounts.

In some cases the return after taxes may exceed the return before taxes due to
an assumed tax benefit from any losses on a sale of Fund shares at the end of
the measurement period.

After-tax returns are shown for Class A only. After-tax returns for other
classes will vary.


                                                                                           5 YEARS
                                                                        1 YEAR       (OR LIFE OF CLASS)      10 YEARS
 CLASS A RETURN BEFORE TAXES(2)                               %        8.63              6.90(1)                N/A
 Class A Return After Taxes on Distributions(2)               %        6.42              4.74(1)                N/A
 Class A Return After Taxes on Distributions and Sale of      %        5.54              4.59(1)                N/A
  Fund Shares(2)
 Lehman Brothers(Reg. TM) Global Aggregate Index(3)           %        9.48              9.22(4)                N/A
  (reflects no deduction for fees, expenses or taxes)
 CLASS B RETURN BEFORE TAXES(5)                               %        5.60              6.97(1)                N/A
 Lehman Brothers(Reg. TM) Global Aggregate Index(3)           %        9.48              9.22(4)                N/A
  (reflects no deduction for fees, expenses or taxes)
 CLASS C RETURN BEFORE TAXES(6)                               %        9.61              9.63(1)                N/A
 Lehman Brothers(Reg. TM) Global Aggregate                    %        9.48              9.22(4)                N/A
Index(3)(reflects no deduction for fees, expenses or
  taxes)


(1)   Class A, Class B and Class C shares commenced operations on June 30,
      2006.


(2)   Effective July 31, 2006, the maximum Class A sales charge was lowered to
      2.50%. Return calculations with a starting date prior to July 31, 2006
      are based on a 4.75% sales charge, while returns with a starting date on
      or after July 31, 2006 are based on a 2.50% sales charge.


(3)   The Lehman Brothers(Reg. TM) Global Aggregate Index provides a
      broad-based measure of the global investment-grade fixed-rate debt
      markets.

(4)   The index return for Class A, Class B and Class C shares is for the
      period beginning July 1, 2006.

(5)   Reflects deduction of the deferred sales charge of 5.00% and 4.00% for
      the 1 Year and Life of Class returns, respectively.

(6)   Reflects deduction of the deferred sales charge of 1.00% for the 1 Year
      return.

[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                                                      ING Global Bond Fund    47


WHAT YOU PAY TO INVEST
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

     There are two types of fees and expenses when you invest in mutual funds:
     fees, including sales charges, you pay directly when you buy or sell
     shares, and operating expenses paid each year by a Fund. The tables that
     follow show the fees and estimated operating expenses for each of the
     Funds. The estimated expenses are based on the expenses paid by the Funds
     in the fiscal year ended October 31, 2007. Actual expenses paid by the
     Funds may vary from year to year.

FEES YOU PAY DIRECTLY

                                                                   CLASS A(1)         CLASS B(2)         CLASS C(2)
                                                                ---------------    ---------------    ---------------
 MAXIMUM SALES CHARGE ON YOUR INVESTMENT (AS A % OF
  OFFERING PRICE)
 All Funds (except, ING Emerging Markets Fixed Income Fund             5.75(3)          none               none
  and ING Global Bond Fund)
 ING Emerging Markets Fixed Income Fund and ING Global Bond            2.50(4)          none               none
  Fund
 MAXIMUM DEFERRED SALES CHARGE (AS A % OF PURCHASE OR SALES
  PRICE, WHICHEVER IS LESS)
 All Funds                                                          none(5)               5.00(6)            1.00(7)
 REDEMPTION FEE (AS A % OF AMOUNT REDEEMED, IF APPLICABLE)
 ING Russia Fund                                                       2.00(8)           N/A                N/A

(1)      The Funds do not impose any front-end sales charge (load) on
         reinvested dividends or distributions. In addition, ING Emerging
         Countries Fund does not impose any front-end sales charge (load) on
         purchases of Class A shares of the Fund by its former Class M
         shareholders.

(2)      Not all Funds offer Class B and Class C shares. Please see the
         discussion of sales charges in the "Shareholder Guide" section of this
         Prospectus.

(3)      Reduced for purchases of $50,000 and over. Please see the discussion
         of sales charges in the "Shareholder Guide" section of this
         Prospectus.

(4)      Reduced for purchases of $99,999 and over. Please see the discussion
         of sales charges in the "Shareholder Guide" section of this
         Prospectus.

(5)      A contingent deferred sales charge ("CDSC") of no more than 1.00% may
         be assessed on redemptions of Class A shares that were purchased
         without an initial sales charge as part of an investment of $1 million
         or more. Please see the discussion of sales charges in the
         "Shareholder Guide" section of this Prospectus.

(6)      A CDSC is imposed upon redemptions within 6 years from purchase. The
         fee has scheduled reductions after the first year. Please see the
         discussion of sales charges in the "Shareholder Guide" section of this
         Prospectus.

(7)      A CDSC is imposed upon redemptions within 1 year from purchase. Please
         see the discussion of sales charges in the "Shareholder Guide" section
         of this Prospectus.

(8)      The 2.00% redemption fee applies only to shares held less than 365
         days for ING Russia Fund. Please see the discussion of the redemption
         fee in the "Shareholder Guide" section of this Prospectus.

48  What You Pay to Invest


                                                         WHAT YOU PAY TO INVEST
--------------------------------------------------------------------------------

OPERATING EXPENSES PAID EACH YEAR BY THE FUNDS(1)
(as a % of average net assets)

CLASS A


                                                               DISTRIBUTION
                                                                AND SERVICE
                                                  MANAGEMENT      (12B-1)        OTHER
FUND                                                 FEES          FEES       EXPENSES(2)
-------------------------------------------      ------------ -------------- -------------
 ING Global Equity Dividend                  %         0.70          0.25          0.31
 ING Global Natural Resources                %         0.85          0.25          0.34
 ING Global Real Estate                      %         0.74          0.25          0.31
 ING Global Value Choice                     %         0.90          0.25          0.42
 ING Asia-Pacific Real Estate                %         1.00          0.25         1.19(8)
 ING Disciplined International SmallCap      %         0.60          0.25         0.26(8)
 ING Emerging Countries                      %         1.25         0.35(9)        0.39
 ING European Real Estate                    %         1.00          0.25         1.19(8)
 ING Foreign                                 %         0.98          0.25          0.31
 ING Greater China                           %         1.15          0.25          0.51
 ING Index Plus International Equity         %         0.55          0.25          0.34
 ING International Capital Appreciation      %         0.85          0.25          0.38
 ING International Equity Dividend           %         0.75          0.25         0.64(8)
 ING International Growth Opportunities      %         1.00          0.25          0.40
 ING International Real Estate               %         0.97          0.25          0.29
 ING International SmallCap Multi-Manager    %         0.95          0.35          0.30
 ING International Value                     %         1.00          0.30          0.29
 ING International Value Choice              %         1.00          0.25          0.38
 ING International Value Opportunities       %         0.80          0.25         1.75(8)
 ING Russia                                  %         1.25          0.25          0.46
 ING Emerging Markets Fixed Income           %         0.65          0.25          0.22
 ING Global Bond                             %         0.40          0.25         0.81(8)

                                                ACQUIRED         TOTAL                               NET
                                                  FUND            FUND           WAIVERS,           FUND
                                                FEES AND       OPERATING      REIMBURSEMENTS      OPERATING
FUND                                           EXPENSES(3)    EXPENSES(4)   AND RECOUPMENT(5)     EXPENSES
------------------------------------------- ---------------- ------------- ------------------- --------------
 ING Global Equity Dividend                      N/A               1.26                -              1.26
 ING Global Natural Resources                    N/A               1.44                -              1.44
 ING Global Real Estate                             0.00(6)        1.30                -              1.30
 ING Global Value Choice                         N/A               1.57            (0.07)             1.50(7)
 ING Asia-Pacific Real Estate                    N/A               2.44(8)         (0.69)             1.75
 ING Disciplined International SmallCap          0.01              1.12(8)              -             1.12
 ING Emerging Countries                          N/A               1.99            (0.10)             1.89(7)
 ING European Real Estate                        N/A               2.44(8)         (0.69)             1.75
 ING Foreign                                        0.02           1.56            (0.00)(10)         1.56
 ING Greater China                               N/A               1.91                -              1.91
 ING Index Plus International Equity               0.01            1.15             0.03              1.18
 ING International Capital Appreciation            0.00(6)         1.48             0.02              1.50
 ING International Equity Dividend               N/A               1.64(8)         (0.24)             1.40
 ING International Growth Opportunities            0.00(6)         1.65                -              1.65
 ING International Real Estate                     0.00(6)         1.51            (0.01)             1.50
 ING International SmallCap Multi-Manager          0.00(6)         1.60                -              1.60
 ING International Value                         N/A               1.59                -              1.59
 ING International Value Choice                  N/A               1.63             0.07              1.70
 ING International Value Opportunities           N/A               2.80(8)         (1.40)             1.40
 ING Russia                                         0.06           2.02                -              2.02
 ING Emerging Markets Fixed Income               N/A               1.12             0.08              1.20
 ING Global Bond                                 N/A               1.46(8)         (0.56)             0.90


[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                                                      What You Pay to Invest  49


WHAT YOU PAY TO INVEST
--------------------------------------------------------------------------------

OPERATING EXPENSES PAID EACH YEAR BY THE FUNDS(1)
(as a % of average net assets)

CLASS B


                                                               DISTRIBUTION
                                                                AND SERVICE
                                                  MANAGEMENT      (12B-1)        OTHER
FUND                                                 FEES          FEES       EXPENSES(2)
-------------------------------------------      ------------ -------------- -------------
 ING Global Equity Dividend                  %         0.70          1.00          0.31
 ING Global Real Estate                      %         0.74          1.00          0.31
 ING Global Value Choice                     %         0.90          1.00          0.42
 ING Asia-Pacific Real Estate                %         1.00          1.00          1.19(8)
 ING Disciplined International SmallCap      %         0.60          1.00          0.26(8)
 ING Emerging Countries                      %         1.25          1.00          0.39
 ING European Real Estate                    %         1.00          1.00          1.19(8)
 ING Foreign                                 %         0.98          1.00          0.31
 ING Greater China                           %         1.15          1.00          0.51
 ING Index Plus International Equity         %         0.55          1.00          0.34
 ING International Capital Appreciation      %         0.85          1.00          0.38
 ING International Equity Dividend           %         0.75          1.00          0.64(8)
 ING International Growth Opportunities      %         1.00          1.00          0.40
 ING International Real Estate               %         0.97          1.00          0.29
 ING International SmallCap Multi-Manager    %         0.95          1.00          0.30
 ING International Value                     %         1.00          1.00          0.29
 ING International Value Choice              %         1.00          1.00          0.38
 ING International Value Opportunities       %         0.80          1.00          1.75(8)
 ING Emerging Markets Fixed Income           %         0.65          1.00          0.22
 ING Global Bond                             %         0.40          1.00          0.81(8)

                                                ACQUIRED         TOTAL                               NET
                                                  FUND            FUND           WAIVERS,           FUND
                                                FEES AND       OPERATING      REIMBURSEMENTS      OPERATING
FUND                                           EXPENSES(3)    EXPENSES(4)   AND RECOUPMENT(5)     EXPENSES
------------------------------------------- ---------------- ------------- ------------------- --------------
 ING Global Equity Dividend                      N/A               2.01                -              2.01
 ING Global Real Estate                             0.00(6)        2.05                -              2.05
 ING Global Value Choice                         N/A               2.32            (0.07)             2.25(7)
 ING Asia-Pacific Real Estate                    N/A               3.19(8)         (0.69)             2.50
 ING Disciplined International SmallCap          0.01              1.87(8)             -              1.87
 ING Emerging Countries                          N/A               2.64                -              2.64(7)
 ING European Real Estate                        N/A               3.19(8)         (0.69)             2.50
 ING Foreign                                        0.02           2.31            (0.00)(10)         2.31
 ING Greater China                               N/A               2.66                -              2.66
 ING Index Plus International Equity               0.01            1.90             0.03              1.93
 ING International Capital Appreciation            0.00(6)         2.23             0.02              2.25
 ING International Equity Dividend               N/A               2.39(8)         (0.24)             2.15
 ING International Growth Opportunities            0.00(6)         2.40                -              2.40
 ING International Real Estate                     0.00(6)         2.26            (0.01)             2.25
 ING International SmallCap Multi-Manager          0.00(6)         2.25                -              2.25
 ING International Value                         N/A               2.29                -              2.29
 ING International Value Choice                  N/A               2.38             0.07              2.45
 ING International Value Opportunities           N/A               3.55(8)         (1.40)             2.15
 ING Emerging Markets Fixed Income               N/A               1.87             0.08              1.95
 ING Global Bond                                 N/A               2.21(8)         (0.56)             1.65


50  What You Pay to Invest


                                                         WHAT YOU PAY TO INVEST
--------------------------------------------------------------------------------

CLASS C


                                                               DISTRIBUTION
                                                                AND SERVICE
                                                  MANAGEMENT      (12B-1)        OTHER
FUND                                                 FEES          FEES       EXPENSES(2)
-------------------------------------------      ------------ -------------- -------------
 ING Global Equity Dividend                  %         0.70          1.00          0.31
 ING Global Real Estate                      %         0.74          1.00          0.31
 ING Global Value Choice                     %         0.90          1.00          0.42
 ING Asia-Pacific Real Estate                %         1.00          1.00          1.19(8)
 ING Disciplined International SmallCap      %         0.60          1.00          0.26(8)
 ING Emerging Countries                      %         1.25          1.00          0.39
 ING European Real Estate                    %         1.00          1.00          1.19(8)
 ING Foreign                                 %         0.98          1.00          0.31
 ING Greater China                           %         1.15          1.00          0.51
 ING Index Plus International Equity         %         0.55          1.00          0.34
 ING International Capital Appreciation      %         0.85          1.00          0.38
 ING International Equity Dividend           %         0.75          1.00          0.64(8)
 ING International Growth Opportunities      %         1.00          1.00          0.40
 ING International Real Estate               %         0.97          1.00          0.29
 ING International SmallCap Multi-Manager    %         0.95          1.00          0.30
 ING International Value                     %         1.00          1.00          0.29
 ING International Value Choice              %         1.00          1.00          0.38
 ING International Value Opportunities       %         0.80          1.00         1.75(8)
 ING Emerging Markets Fixed Income           %         0.65          1.00          0.22
 ING Global Bond                             %         0.40          1.00          0.81(8)

                                                  ACQUIRED          TOTAL                               NET
                                                    FUND             FUND           WAIVERS,           FUND
                                             FEES AND EXPENSES    OPERATING      REIMBURSEMENTS      OPERATING
FUND                                                (3)          EXPENSES(4)   AND RECOUPMENT(5)     EXPENSES
------------------------------------------- ------------------- ------------- ------------------- --------------
 ING Global Equity Dividend                        N/A                2.01                -              2.01
 ING Global Real Estate                               0.00(6)         2.05                -              2.05
 ING Global Value Choice                           N/A                2.32            (0.07)             2.25(7)
 ING Asia-Pacific Real Estate                      N/A                3.19(8)          (0.69)            2.50
 ING Disciplined International SmallCap            0.01               1.87(8)             -              1.87
 ING Emerging Countries                            N/A                2.64                -              2.64(7)
 ING European Real Estate                          N/A                3.19(8)          (0.69)            2.50
 ING Foreign                                          0.02            2.31            (0.00)(10)         2.31
 ING Greater China                                 N/A                2.66                -              2.66
 ING Index Plus International Equity                 0.01             1.90              0.03             1.93
 ING International Capital Appreciation              0.00(6)          2.23              0.02             2.25
 ING International Equity Dividend                 N/A                2.39(8)          (0.24)            2.15
 ING International Growth Opportunities              0.00(6)          2.40                -              2.40
 ING International Real Estate                       0.00(6)          2.26            (0.01)             2.25
 ING International SmallCap Multi-Manager            0.00(6)          2.25                -              2.25
 ING International Value                           N/A                2.29                -              2.29
 ING International Value Choice                    N/A                2.38              0.07             2.45
 ING International Value Opportunities             N/A                3.55(8)          (1.40)            2.15
 ING Emerging Markets Fixed Income                 N/A                1.87             0.08              1.95
 ING Global Bond                                   N/A                2.21(8)         (0.56)             1.65


--------------------------------------------------------------------------------

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                                                      What You Pay to Invest  51


WHAT YOU PAY TO INVEST
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(1)      These tables show the estimated operating expenses for each Fund by
         class as a ratio of expenses to average daily net assets. With the
         exception of ING Asia-Pacific Real Estate Fund, ING European Real
         Estate Fund and ING International Equity Dividend Fund, these
         estimated expenses are based on each Fund's actual operating expenses
         for its most recently completed fiscal year as adjusted for
         contractual changes, if any, and fee waivers to which ING Investments,
         LLC, the investment adviser to each Fund, has agreed. For ING
         Asia-Pacific Real Estate Fund, ING European Real Estate Fund, ING
         International Equity Dividend Fund and ING International Value
         Opportunities Fund, each of which has not had a full calendar year of
         operations, expenses are based on estimated amounts for the current
         fiscal year.

(2)      ING Funds Services, LLC receives an annual administrative fee equal to
         0.10% of each Fund's average daily net assets which is reflected in
         "Other Expenses."


(3)      The Acquired Fund Fees and Expenses are not fees or expenses incurred
         by the Funds directly. These fees and expenses include each Fund's pro
         rata share of the cumulative expenses charged by the Acquired Funds in
         which the Funds invest. The fees and expenses will vary based on the
         Fund's allocation of assets to, and the annualized net expenses of,
         the particular Acquired Funds. The impact of these fees and expenses
         is shown in "Net Fund Operating Expenses."

(4)      The Total Fund Operating Expenses shown may be higher than a Fund's
         ratio of expenses to average net assets shown in the Financial
         Highlights, which reflect the operating expenses of the Funds and do
         not include Acquired Fund fees and expenses.


(5)      ING Investments, LLC, has entered into written expense limitation
agreements with each Fund (except ING Greater China Fund and ING International
Value Fund) under which it will limit expenses of the Funds, excluding interest,
taxes, brokerage, extraordinary expenses and Acquired Fund Fees and Expenses,
subject to possible recoupment by ING Investments, LLC within three years. The
amount of each Fund's expenses waived, reimbursed or recouped during the last
fiscal year by ING Investments, LLC is shown under the heading "Waivers,
Reimbursements, and Recoupment", except for ING Global Value Choice Fund which
is based on a new expense limitation agreement effective January 2, 2008. The
expense limits will continue through at least March 1, 2009, except for the
expense limits for ING Global Natural Resources Fund which will continue through
at least March 1, 2010 and ING Index Plus International Equity Fund which will
continue through at least March 1, 2011. The expense limitation agreements are
contractual and shall renew automatically for one-year terms unless ING
Investments, LLC provides written notice of a termination of the expense
limitation agreements within 90 days of the end of the then-current term or upon
termination of the investment management agreement. For more information
regarding the expense limitation agreements, please see the Statement of
Additional Information. Pursuant to a side agreement dated January 1, 2008, the
expense limits for ING Emerging Countries Fund are 2.10%, 2.85% and 2.85% for
Class A, Class B and Class C shares, respectively, through March 1, 2009. There
is no guarantee that this side agreement will continue after that date. This
side agreement will only renew if ING Investments, LLC elects to renew it. If
after March 1, 2009, ING Investments, LLC elects not to renew the side
agreement, the expense limits will revert to the limitations under ING Emerging
Countries Fund's expense limitation agreement of 2.25%, 2.90% and 2.90% for
Class A, Class B and Class C shares, respectively. Pursuant to a side agreement
dated March 1, 2008, the expense limits for ING Foreign Fund are 1.70%, 2.45%,
and 2.45% for Class A, Class B and Class C shares, respectively through March 1,
2009. There is no guarantee that this side agreement will continue after that
date. This side agreement will only renew if ING Investments, LLC elects to
renew it. If after March 1, 2009, ING Investments, LLC elects not to renew the
side agreement, the expense limits will revert to the limitations under ING
Foreign Fund's expense limitation agreement of 1.95%, 2.70% and 2.70% for Class
A, Class B and Class C shares, respectively. Additionally, pursuant to a side
agreement dated November 1, 2007, the expense limits for ING Greater China Fund
are 2.10%, 2.85% and 2.85% for Class A, Class B and Class C shares,
respectively, through March 1, 2009. There is no guarantee that this side
agreement will continue after that date. This side agreement will only renew if
ING Investments, LLC elects to renew it. Finally, pursuant to a side agreement
dated March 1, 2008, the expense limits for ING International Growth
Opportunities Fund are 1.95%, 2.70%, and 2.70% for Class A, Class B and Class C
shares, respectively through March 1, 2009. There is no guarantee that this side
agreement will continue after that date. This side agreement will only renew if
ING Investments, LLC elects to renew it. If after March 1, 2009, ING
Investments, LLC elects not to renew the side agreement, the expense limits will
revert to the limitations under ING International Growth Opportunities Fund's
expense limitation agreement of 2.75%, 3.50%, and 3.50% for Class A, Class B and
Class C shares, respectively.

(6)      Amount represents less than 0.01% and is included in Other Expenses.

(7)      A portion of the brokerage commissions that ING Global Value Choice
         Fund and ING Emerging Countries Fund paid is used to reduce the Funds'
         expenses. Including this reduction, the "Net Fund Operating Expenses"
         for ING Global Value Choice Fund for the fiscal year end October 31,
         2007 would have been 1.49%, 2.24% and 2.24% for Class A, Class B and
         Class C shares, respectively. Including this reduction, the "Net Fund
         Operating Expenses" for ING Emerging Countries Fund for the fiscal
         year ended October 31, 2007 would have been 1.86%, 2.61% and 2.61% for
         Class A, Class B and Class C shares, respectively. This arrangement
         may be discontinued at any time.

(8)      Includes 0.43%, 0.04%, 0.43%, 0.34%, 0.83% and 0.28% of non-recurring
         offering expense for ING Asia-Pacific Real Estate Fund, ING
         Disciplined International SmallCap Fund, ING European Real Estate
         Fund, ING International Equity Dividend Fund, ING International Value
         Opportunities Fund and ING Global Bond Fund, respectively. Excluding
         this amount, the Total Fund Operating Expenses would have been as
         follows: ING Asia-Pacific Real Estate Fund 2.01%, 2.76% and 2.76% for
         Class A, Class B and Class C, respectively; ING Disciplined
         International SmallCap Fund 1.08%, 1.83% and 1.83% for Class A, Class
         B and Class C, respectively; ING European Real Estate Fund 2.01%,
         2.76% and 2.76% for Class A, Class B and Class C, respectively; ING
         International Equity Dividend Fund 1.30%, 2.05% and 2.05% for Class A,
         Class B and Class C, respectively; ING International Value
         Opportunities Fund 1.97%, 2.72% and 2.72% for Class A, Class B and
         Class C, respectively; and ING Global Bond Fund 1.18%, 1.93% and 1.93%
         for Class A, Class B and Class C, respectively.

(9)      ING Funds Distributor, LLC has agreed to waive 0.10% of the
         distribution fee for Class A shares of ING Emerging Countries Fund for
         the period from January 1, 2008 through December 31, 2008.


(10)     ING Investments, LLC, has contractually agreed to waive a portion of
         the advisory fee for ING Foreign Fund. Based upon net assets as of
         October 31, 2007, the advisory fee waiver for the Fund would be more
         than (0.005)%. This advisory fee waiver will continue through at least
         March 1, 2009. There is no guarantee that this waiver will continue
         after this date. This agreement will only renew if ING Investments, LLC
         elects to renew it.


52  What You Pay to Invest


                                                         WHAT YOU PAY TO INVEST
--------------------------------------------------------------------------------

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      EXAMPLES

      The Examples that follow are intended to help you compare the cost of
      investing in the Funds with the cost of investing in other mutual funds.
      The Examples assume that you invested $10,000, that you reinvested all
      your dividends, that the Fund earned an average annual return of 5%, and
      that annual operating expenses remained at the current level. Keep in
      mind that this is only an estimate - actual expenses and performance may
      vary.

CLASS A


FUND                                                        1 YEAR        3 YEARS      5 YEARS      10 YEARS
-------------------------------------------             -------------    ---------    ---------    ---------
 ING Global Equity Dividend                     $             696             952        1,227        2,010
 ING Global Natural Resources                   $             713           1,004        1,317        2,200
 ING Global Real Estate                         $             700             963        1,247        2,053
 ING Global Value Choice(1)                     $             719           1,036        1,375        2,329
 ING Asia-Pacific Real Estate (1)               $             743           1,146        1,573        2,759
 ING Disciplined International SmallCap         $             683             902        1,140        1,820
 ING Emerging Countries(1)                      $             756           1,154        1,577        2,751
 ING European Real Estate (1)                   $             743           1,146        1,573        2,759
 ING Foreign(1)                                 $             725           1,039        1,376        2,325
 ING Greater China                              $             758           1,141        1,547        2,679
 ING Index Plus International Equity(1)         $             688             922        1,174        1,895
 ING International Capital Appreciation(1)      $             719           1,018        1,338        2,243
 ING International Equity Dividend              $             709             973        1,256        2,061
 ING International Growth Opportunities         $             733           1,065        1,420        2,417
 ING International Real Estate(1)               $             719           1,024        1,350        2,272
 ING International SmallCap Multi-Manager       $             728           1,051        1,396        2,366
 ING International Value                        $             727           1,048        1,391        2,356
 ING International Value Choice(1)              $             738           1,066        1,417        2,402
 ING International Value Opportunities(1)       $             709           1,106        1,527        2,696
 ING Russia                                     $             768(2)        1,172        1,600        2,788
 ING Emerging Markets Fixed Income(1)           $             369             605          859        1,586
 ING Global Bond(1)                             $             340             588          856        1,622


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                                                      What You Pay to Invest  53


WHAT YOU PAY TO INVEST
--------------------------------------------------------------------------------

CLASS B


                                                          IF YOU SELL YOUR SHARES             IF YOU DON'T SELL YOUR SHARES
                                                  --------------------------------------- --------------------------------------
FUND                                               1 YEAR   3 YEARS   5 YEARS   10 YEARS   1 YEAR   3 YEARS   5 YEARS   10 YEARS
-------------------------------------------       -------- --------- --------- ---------- -------- --------- --------- ---------
 ING Global Equity Dividend                   $      704      930      1,283      2,144      204       630    1,083       2,144
 ING Global Real Estate                       $      708      943      1,303      2,187      208       643    1,103       2,187
 ING Global Value Choice(1)                   $      728    1,018      1,434      2,463      228       718    1,234       2,463
 ING Asia-Pacific Real Estate(1)              $      753    1,132      1,636      2,891      253       832    1,436       2,891
 ING Disciplined International SmallCap       $      690      879      1,194      1,955      190       579      994       1,955
 ING Emerging Countries                       $      767    1,120      1,600      2,816      267       820    1,400       2,816
 ING European Real Estate (1)                 $      753    1,132      1,636      2,891      253       832    1,436       2,891
 ING Foreign(1)                               $      734    1,021      1,435      2,458      234       721    1,235       2,458
 ING Greater China                            $      769    1,126      1,610      2,812      269       826    1,410       2,812
 ING Index Plus International Equity(1)       $      696      900      1,229      2,029      196       600    1,029       2,029
 ING International Capital Appreciation(1)    $      728      999      1,397      2,377      228       699    1,197       2,377
 ING International Equity Dividend            $      718      952      1,313      2,195      218       652    1,112       2,195
 ING International Growth Opportunities       $      743    1,048      1,480      2,550      243       748    1,280       2,550
 ING International Real Estate(1)             $      728    1,005      1,409      2,406      228       705    1,209       2,406
 ING International SmallCap Multi-Manager     $      728    1,003      1,405      2,422      228       703    1,205       2,422
 ING International Value                      $      732    1,015      1,425      2,450      232       715    1,225       2,450
 ING International Value Choice(1)            $      748    1,049      1,477      2,535      248       749    1,277       2,535
 ING International Value Opportunities(1)     $      718    1,090      1,589      2,828      218       790    1,389       2,828
 ING Emerging Markets Fixed Income(1)         $      698      896      1,218      2,001      198       596    1,018       2,001
 ING Global Bond(1)                           $      668      879      1,216      2,036      168       579    1,016       2,036


54  What You Pay to Invest


                                                         WHAT YOU PAY TO INVEST
--------------------------------------------------------------------------------

CLASS C


                                                           IF YOU SELL YOUR SHARES             IF YOU DON'T SELL YOUR SHARES
                                                   --------------------------------------- --------------------------------------
FUND                                                1 YEAR   3 YEARS   5 YEARS   10 YEARS   1 YEAR   3 YEARS   5 YEARS   10 YEARS
-------------------------------------------        -------- --------- --------- ---------- -------- --------- --------- ---------
 ING Global Equity Dividend                  $        304       630     1,083      2,338      204       630     1,083      2,338
 ING Global Real Estate                      $        308       643     1,103      2,379      208       643     1,103      2,379
 ING Global Value Choice(1)                  $        328       718     1,234      2,651      228       718     1,234      2,651
 ING Asia-Pacific Real Estate (1)            $        353       832     1,436      3,071      253       832     1,436      3,071
 ING Disciplined International SmallCap      $        290       579       994      2,151      190       579       994      2,151
 ING Emerging Countries                      $        367       820     1,400      2,973      267       820     1,400      2,973
 ING European Real Estate (1)                $        353       832     1,436      3,071      253       832     1,436      3,071
 ING Foreign(1)                              $        334       721     1,235      2,646      234       721     1,235      2,646
 ING Greater China                           $        369       826     1,410      2,993      269       826     1,410      2,993
 ING Index Plus International Equity(1)      $        296       600     1,029      2,225      196       600     1,029      2,225
 ING International Capital Appreciation(1)   $        328       699     1,197      2,566      228       699     1,197      2,566
 ING International Equity Dividend           $        318       652     1,112      2,387      218       652     1,112      2,387
 ING International Growth Opportunities      $        343       748     1,280      2,736      243       748     1,280      2,736
 ING International Real Estate(1)            $        328       705     1,209      2,594      228       705     1,209      2,594
 ING International SmallCap Multi-Manager    $        328       703     1,205      2,585      228       703     1,205      2,585
 ING International Value                     $        332       715     1,225      2,626      232       715     1,225      2,626
 ING International Value Choice(1)           $        348       749     1,277      2,722      248       749     1,277      2,722
 ING International Value Opportunities       $        318       790     1,389      3,010      218       790     1,389      3,010
 ING Emerging Markets Fixed Income(1)        $        298       596     1,018      2,197      198       596     1,018      2,197
 ING Global Bond(1)                          $        268       579     1,016      2,231      168       579     1,016      2,231


(1)   The Examples reflect the expense limitation agreements/waivers for the
      one-year period and the first year of the three-, five-, and ten-year
      periods.

(2)   Due to redemption fees assessed on early redemptions, the cost of
      investing in ING Russia Fund for one year may vary based on the 2.00%
      redemption fee, if shares were held for less than 365 days. Please see
      the discussion of the redemption fee in the "Shareholder Guide" section
      of this Prospectus.

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                                                    What You Pay to Invest    55


SHAREHOLDER GUIDE                         CHOOSING A SHARE CLASS
--------------------------------------------------------------------------------

ING PURCHASE OPTIONS

Depending on the Fund, you may select from up to seven separate classes of
shares. Class A, Class B, Class C, Class I, Class O, Class Q and Class W
shares. Class I, Class O, Class Q and Class W shares are not offered in this
Prospectus.


CLASS A

o  Front-end sales charge, as described later in this section.

o  Distribution and service (12b-1) fees of 0.25% to 0.35% (varies by Fund).

CLASS B

o  No front-end sales charge; all your money goes to work for you right away.

o  Distribution and service (12b-1) fees of 1.00%.

o  A contingent deferred sales charge ("CDSC"), as described later in this
   section.

o  Automatic conversion to Class A shares after eight years, thus reducing
   future annual expenses.

o  Not offered by ING Russia Fund and ING Global Natural Resources Fund.

o  Class B shares of ING Emerging Markets Fixed Income Fund and ING Global Bond
   Fund are closed to new investments, provided that (1) Class B shares of ING
   Emerging Markets Fixed Income Fund and ING Global Bond Fund may be
   purchased through the reinvestment of dividends issued by Class B shares of
   the Funds; and (2) subject to the terms and conditions of relevant exchange
   privileges and permitted under their respective prospectuses, Class B
   shares of ING Emerging Markets Fixed Income and ING Global Bond Fund may be
   acquired through exchange of Class B shares of other funds in the ING
   mutual funds complex.

CLASS C

o  No front-end sales charge; all your money goes to work for you right away.

o  Distribution and service (12b-1) fees of 1.00%.

o  A 1.00% CDSC on shares sold within one year of purchase.

o  No automatic conversion to Class A shares, so annual expenses continue at
   the Class C level throughout the life of your investment.

o  Not offered by ING Russia Fund and ING Global Natural Resources Fund.

When choosing between classes, you should carefully consider:

o  How long you plan to hold shares of the Fund;

o  The amount of your investment;

o  The expenses you'll pay for each class including ongoing annual expenses
   along with the initial sales charge or the CDSC; and

o  Whether you qualify for any sales charge discounts.

The relative impact of the initial sales charge and ongoing annual expenses
will depend on the length of time a share is held. Higher distribution fees
mean a higher expense ratio, so Class B shares and Class C shares pay
correspondingly lower dividends and may have a lower net asset value ("NAV")
than Class A shares.

Class B shares and Class C shares are not intended for purchase in excess of
$100,000 and $1,000,000, respectively. Purchase orders from an individual
investor for Class B shares in excess of $100,000 and for Class C shares in
excess of $1,000,000 will be declined.

Because the Funds may not be able to identify an individual investor's trading
activities when investing through omnibus account arrangements, you and/or your
investment professional are responsible for ensuring that your investment in
Class B shares does not exceed the maximum of $100,000 and your investment in
Class C shares does not exceed $1,000,000. The Funds cannot ensure that they
will identify purchase orders that would cause your investment in Class B
shares or Class C shares to exceed the maximum allowed amount. When investing
through such arrangements, you and/or your investment professional should be
diligent in determining that you have selected the appropriate share class for
you.


You and/or your investment professional also should take care to assure that
you are receiving any sales charge reductions or other benefits to which you
may be entitled. As an example, as is discussed below, you may be able to
reduce a Class A sales charge payable by aggregating purchases to achieve
breakpoint discounts. Each Fund uses the net amount invested when determining
whether a shareholder has reached the required investment amount in order to be
eligible for a breakpoint discount. In order to ensure that you are receiving
any applicable sales charge reduction, it may be necessary for you to inform
the Fund or your financial intermediary of the existence of other accounts that
may be eligible to be aggregated. The SAI discusses specific classes of
investors who may be eligible for a reduced sales charge. In addition, more
information regarding sales charges and applicable breakpoints may be found on
the Funds' website by going to www.ingfunds.com, clicking on the "Forms &
Literature" link, and then using the "Shareholder Guides" link found under the
"Prospectuses & Reports" section and selecting the appropriate Fund link.
Finally, there are classes that are not available in this Prospectus that may
be more appropriate for you. Please review the disclosure about all of the
available Fund classes carefully. Before investing, you should discuss which
share class may be right for you with your investment professional and review
the prospectus for that share class.


DISTRIBUTION AND SHAREHOLDER SERVICE FEES

To pay for the cost of promoting the Funds and servicing your shareholder
account, Class A, Class B and Class C shares of the Funds have adopted a Rule
12b-1 plan which requires distribution and shareholder service fees to be paid
out of the assets of each

56    Shareholder Guide


CHOOSING A SHARE CLASS                                        SHAREHOLDER GUIDE
--------------------------------------------------------------------

class. Because these fees are paid on an on-going basis, over time these fees
will increase the cost of your investment and cost you more than paying other
types of sales charges.

HOW WE COMPENSATE INTERMEDIARIES FOR SELLING ING MUTUAL FUNDS

ING mutual funds are distributed by ING Funds Distributor, LLC ("Distributor").
The Distributor is a broker-dealer that is licensed to sell securities. The
Distributor generally does not sell directly to the public but sells and
markets its products through intermediaries such as other broker-dealers. Each
ING mutual fund also has an investment adviser ("Adviser") which is responsible
for managing the money invested in each of the mutual funds. Both of these
entities (collectively, "ING") may compensate an intermediary for selling ING
mutual funds.

Only persons licensed with the Financial Industry Regulatory Authority
("FINRA") as a registered representative (often referred to as a broker or
financial advisor) and associated with a specific broker-dealer may sell an ING
mutual fund to you. The Distributor has agreements in place with each of these
broker-dealers defining specifically what those broker-dealers will be paid for
the sale of a particular ING mutual fund. Those broker-dealers then pay the
registered representative who sold you the mutual fund some or all of what they
receive from ING. They may receive a payment when the sale is made and can, in
some cases, continue to receive payments while you are invested in the mutual
fund.

The Funds' Adviser or the Distributor, out of its own resources and without
additional cost to a Fund or its shareholders, may provide additional cash or
non-cash compensation to intermediaries selling shares of a Fund including
affiliates of the Adviser and the Distributor. These amounts would be in
addition to the distribution payments made by a Fund under the distribution
agreements. The payments made under these arrangements are paid by the Adviser
or the Distributor. Additionally, if a fund is not sub-advised or is
sub-advised by an ING entity, ING may retain more revenue than on those funds
it must pay to have sub-advised by non-affiliated entities. Management
personnel of ING may receive additional compensation if the overall amount of
investments in funds advised by ING meets certain target levels or increases
over time.

The Distributor may pay, from its own resources, additional fees to these
broker-dealers or other financial institutions including affiliated entities.
These additional fees paid to intermediaries may take the following forms: (1)
a percentage of that entity's customer assets invested in ING mutual funds; (2)
a percentage of that entity's gross sales; or (3) some combination of these
payments. These payments may, depending on the broker-dealer's satisfaction of
the required conditions, be periodic and may be up to: (1) 0.30% per annum of
the value of a Fund's shares held by the broker-dealer's customers; or (2)
0.20% of the value of a Fund's shares sold by the broker-dealer during a
particular period. In accordance with these practices, if that initial
investment averages a value of $10,000 over the year, the Distributor could pay
a maximum of $30 on those assets. If you invested $10,000, the Distributor
could pay a maximum of $20 for that sale.

The Funds' Adviser or the Distributor may provide additional cash or non-cash
compensation to third parties selling our mutual funds including affiliated
companies. This may take the form of cash incentives and non-cash compensation
and may include, but is not limited to: cash; merchandise; trips; occasional
entertainment; meals or tickets to a sporting event; client appreciation
events; payment for travel expenses (including meals and lodging) to
pre-approved training and education seminars; and payment for advertising and
sales campaigns. The Distributor may also pay concessions in addition to those
described above to broker-dealers so that ING mutual funds are made available
by those broker-dealers for their customers. The Sub-Adviser of a Fund may
contribute to non-cash compensation arrangements.

Not all mutual funds pay the same amount to the broker-dealers who sell their
mutual funds. Broker-dealers can receive different payments based on the mutual
funds they offer, the companies with whom they are doing business, and how much
they sell. What these broker-dealers are paid also varies depending on the
class of mutual fund you purchase.

The top 25 firms we paid to sell our mutual funds as of the end of the last
calendar year are: A.G. Edwards & Sons, Inc.; Bear Stearns Securities Corp;
Charles Schwab & Co; Citigroup Global Markets; Directed Services LLC; Financial
Network Investment; First Clearing, LLC; H&R Block Financial Advisors; ING
DIRECT Securities, Inc.; ING Financial Advisors; ING Life Insurance and Annuity
Company; Linsco Private Ledger Financial; Merrill Lynch; MS & Co. ("Morgan
Stanley"); Multi Financial Securities; National Financial Services Corp;
Oppenheimer & Co.; Pershing, LLC; Primevest Financial Services, Inc.;
Prudential Investment Management Services; Raymond James Financial Services;
RBC Dain Rauscher, Inc.; UBS Financial Services, Inc.; Wachovia Securities; and
Wells Fargo Investments.

Your registered representative or broker-dealer could have a financial interest
in selling you a particular mutual fund, or the mutual funds of a particular
company, to increase the compensation they receive. Please make sure you read
fully each mutual fund prospectus and discuss any questions you have with your
registered representative.

[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                                                         Shareholder Guide    57


SHAREHOLDER GUIDE                         CHOOSING A SHARE CLASS
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SALES CHARGE CALCULATION

CLASS A(1)(2)(3)

Class A shares of the Funds (except ING Emerging Markets Fixed Income Fund and
ING Global Bond Fund) are sold subject to the following sales charge:

                                AS A % OF            AS A % OF NET
YOUR INVESTMENT           THE OFFERING PRICE(4)       ASSET VALUE
 Less than $50,000             5.75                         6.10
 $50,000 - $99,999             4.50                         4.71
 $100,000 - $249,999           3.50                         3.63
 $250,000 - $499,999           2.50                         2.56
 $500,000 - $999,999           2.00                         2.04
 $1,000,000 and over                           See below

--------------
(1)   Shareholders that purchased funds that were a part of the Lexington
      family of funds at the time of purchase are not subject to sales charges
      for the life of their account.

(2)   Shareholders that purchased funds that were a part of the Aetna family of
      funds prior to February 2, 1998 at the time of purchase are not subject
      to sales charges for the life of their account.

(3)   Former shareholders of Class M shares of ING Emerging Countries Fund are
      not subject to sales charges on purchases of Class A shares of the Fund
      for the life of their account.

(4)   The term "offering price" includes the front-end sales charge.

Class A shares of ING Emerging Markets Fixed Income Fund and ING Global Bond
Fund are sold subject to the following sales charge:


                          AS A %OF THE
                            OFFERING       AS A % OF NET
YOUR INVESTMENT             PRICE(1)        ASSET VALUE
 Less than $100,000         2.50                   2.56
 $100,000 - $499,999        2.00                   2.04
 $500,000 - $999,999        1.25                   1.27
 $1,000,000 and over                          See below


--------------
(1)   The term "offering price" includes the front-end sales charge.

INVESTMENTS OF $1 MILLION OR MORE. There is no front-end sales charge if you
purchase Class A shares in an amount of $1 million or more. However, except as
described below, the shares will be subject to a CDSC if they are redeemed
within one or two years of purchase, depending on the amount of the purchase,
as follows:

                                               PERIOD DURING WHICH
YOUR INVESTMENT                   CDSC            CDSC APPLIES
 $1,000,000 - $2,499,999            1.00%              2 years
 $2,500,000 - $4,999,999            0.50%               1 year
 $5,000,000 and over                0.25%               1 year

CLASS B AND CLASS C

Class B and Class C shares are offered at their NAV per share without any
initial sales charge. However, you may be charged a CDSC on shares that you
sell within a certain period of time after you bought them. The amount of the
CDSC is based on the lesser of the NAV of the shares at the time of purchase or
redemption. The CDSCs are as follows:

CLASS B DEFERRED SALES CHARGE

                                  CDSC ON SHARES
YEARS AFTER PURCHASE                BEING SOLD
 1st year                                   5.00%
 2nd year                                   4.00%
 3rd year                                   3.00%
 4th year                                   3.00%
 5th year                                   2.00%
 6th year                                   1.00%
 After 6th year                            none

CLASS C DEFERRED SALES CHARGE

                                  CDSC ON SHARES
YEARS AFTER PURCHASE                BEING SOLD
 1st year                                   1.00%
 After 1st year                            none

To keep your CDSC as low as possible, each time you place a request to redeem
shares the Fund will first redeem shares in your account that are not subject
to a CDSC and then will sell shares that have the lowest CDSC.

There is no CDSC on shares acquired through the reinvestment of dividends and
capital gains distributions.

SALES CHARGE REDUCTIONS AND WAIVERS


REDUCED OR WAIVED FRONT-END SALES CHARGES. You may reduce the initial sales
charge on a purchase of Class A shares of a Fund by combining multiple
purchases to take advantage of the breakpoints in the sales charge schedules.
You may do this by:


o  LETTER OF INTENT - lets you purchase shares over a 13-month period and pay
   the same sales charge as if the shares had all been purchased at once.

o  RIGHTS OF ACCUMULATION - lets you add the value of shares of any open-end
   ING Fund (excluding ING Money Market Fund and ING Classic Money Market
   Fund) you already own to the amount of your next purchase for purposes of
   calculating the sales charge.

o  COMBINATION PRIVILEGE - shares held by investors in the ING Funds which
   impose a CDSC may be combined with Class A shares for a reduced sales
   charge.

In addition, certain investors may be eligible for special purchases of Class A
shares at NAV. This may be done by:

o  REINSTATEMENT PRIVILEGE - If you sell Class A shares of a Fund (or shares of
   other ING Funds managed by ING Investments, LLC) and reinvest any of the
   proceeds in Class A shares of another ING Fund within 90 days. For
   additional information regarding the reinstatement privilege, contact a
   Shareholder Services Representative, or see the SAI; or

58    Shareholder Guide


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o  PURCHASES BY CERTAIN ACCOUNTS - Class A shares may be purchased at NAV by
   certain fee-based programs offered through selected registered investment
   advisers, broker dealers and other financial intermediaries.

See the Account Application or the SAI for details, or contact your investment
professional or a Shareholder Services Representative for more information.

CDSC WAIVERS. If you notify the Transfer Agent at the time of redemption, the
CDSC for each class will be waived in the following cases:

o  Redemptions following the death or permanent disability of a shareholder if
   made within one year of death or the initial determination of permanent
   disability. The waiver is available only for shares held at the time of
   death or initial determination of permanent disability.

o  For Class B and Class C shares, redemptions pursuant to a Systematic
   Withdrawal Plan, up to a maximum of 12% per year of a shareholder's account
   value based on the value of the account at the time the plan is established
   and annually thereafter, provided all dividends and distributions are
   reinvested and the total redemptions do not exceed 12% annually.

o  Mandatory distributions from an employer sponsored tax-deferred retirement
   plan or an Individual Retirement Account ("IRA"). However, if you purchased
   shares that were part of the Nicholas-Applegate Mutual Funds, you may be
   eligible for a CDSC waiver prior to the mandatory distribution age.

o  Reinvestment of dividends and capital gains distributions.

If you think you may be eligible for a CDSC waiver, contact your investment
professional or a Shareholder Services Representative.

REINSTATEMENT PRIVILEGE. If you sell Class A, Class B or Class C shares of a
Fund, you may be eligible for a full or prorated credit of the CDSC paid on the
sale when you make an investment up to the amount redeemed in the same share
class within 90 days of the eligible sale. Reinstated Class B and Class C
shares will retain their original cost and purchase date for purposes of the
CDSC. This privilege can be used only once per calendar year. If you want to
use the Reinstatement Privilege, contact your investment professional or a
Shareholder Services Representative, or see the SAI for more information.

[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                                                         Shareholder Guide    59


SHAREHOLDER GUIDE                    HOW TO PURCHASE SHARES
--------------------------------------------------------------------------------

PURCHASE OF SHARES
The minimum initial investment amounts for the Funds are as follows:

o  Non-retirement accounts: $1,000.

o  Retirement accounts: $250.

o  Pre-Authorized Investment Plan: $1,000 to open; you must invest at least
   $100 a month.

o  Certain omnibus accounts (accounts of investors who purchase fund shares
   through certain financial intermediaries where the share holdings are held
   in the name of the financial intermediary): $250.

o  There are no investment minimums for any subsequent purchases.

Make your investment using the methods outlined in the table on the right.

The Funds and the Distributor reserve the right to reject any purchase order.
Please note that cash, travelers checks, third-party checks, money orders and
checks drawn on non-U.S. banks (even if payment may be effected through a U.S.
bank) generally will not be accepted. The Funds and the Distributor reserve the
right to waive minimum investment amounts. Waiver of the minimum investment
amount can increase operating expenses of the Funds. The Funds and the
Distributor reserve the right to liquidate sufficient shares to recover annual
transfer agent fees or to close your account and redeem your shares should you
fail to maintain your account value at a minimum of $1,000 ($250 for IRAs).

ING International Value Fund is closed to new investments except for shares
purchased: (1) through the reinvestment of dividends and distributions; (2) by
401(k), 403(b) and 457 plans that have selected the Fund as an investment
option prior to June 28, 2002; (3) by shareholders participating in mutual fund
wrap fee programs who invested in the Fund prior to June 28, 2002; (4) by new
401(k), 403(b) and 457 plans and new shareholders participating in mutual fund
wrap fee programs subject to approval by the Adviser and Sub-Adviser based on
their assessment of the Fund's ability to invest the monies consistent with the
Fund's objective in light of market conditions, the size of the purchase and
other relevant factors relating to the Fund; (5) by certain institutional and
separately managed account investors that are pre-existing clients of the
Sub-Adviser; or (6) by employees of the Adviser or Sub-Adviser and their
affiliates. Proof of eligibility may be required. Institutional and separately
managed account investors that are pre-existing clients of the Sub-Adviser and
employees of the Adviser or Sub-Adviser and their affiliates must identify
themselves as such at the time of purchase. Failure to do so may result in a
rejection of the purchase. The Fund may reopen in the future subject to the
discretion of the Board of Trustees.


                               Initial                   Additional
      Method               Investment                  Investment
 BY CONTACTING        An investment               Visit or consult an
 YOUR               professional with an        investment
 INVESTMENT         authorized firm can         professional.
 PROFESSIONAL       help you establish and
                    maintain your account.
 BY MAIL              Visit or consult an         Fill out the Account
                    investment                  Additions form
                    professional. Make          included on the bottom
                    your check payable to       of your account
                    the ING Funds and mail      statement along with
                    it, along with a            your check payable to
                    completed Account           ING Funds and mail
                    Application. Please         them to the address on
                    indicate your               the account statement.
                    investment                  Remember to write
                    professional on the         your account number
                    New Account                 on the check.
                    Application.
 BY WIRE              Call the ING                Wire the funds in the
                    Operations                  same manner described
                    Department at               under "Initial
                    (800) 922-0180              Investment."
                    and select Option 4 to
                    obtain an account
                    number and indicate
                    your investment
                    professional on the
                    account.
                    Instruct your bank to
                    wire funds to the Fund
                    in the care of:
                    State Street Bank
                    and Trust Company
                    ABA # 011000028
                    Boston, MA
                    credit to:
                    __________
                    (the Fund)
                    A/C #75000216; for
                    further credit to
                    Shareholder
                    A/C #
                    __________
                    (A/C # you received
                    over the telephone)
                    Shareholder Name:

                    __________
                    (Your Name Here)
                    After wiring funds
                    you must complete
                    the Account
                    Application and send
                    it to:
                    ING Funds
                    P.O. Box 219368
                    Kansas City, MO
                    64121-9368


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CUSTOMER IDENTIFICATION

To help the government fight the funding of terrorism and money laundering
activities, federal law requires all financial institutions to obtain, verify
and record information that identifies each person that opens an account, and
to determine whether such person's name appears on government lists of known or
suspected terrorists and terrorist organizations.

What this means for you: The Funds, the Distributor, or a third-party selling
you the Funds must obtain the following information for each person that opens
an account:

o  Name;

o  Date of birth (for individuals);

o  Physical residential address (although post office boxes are still permitted
   for mailing); and

o  Social security number, taxpayer identification number, or other identifying
   number.

You may also be asked to show your driver's license, passport or other
identifying documents in order to verify your identity. In addition, it may be
necessary to verify your identity by cross-referencing your identification
information with a consumer report or other electronic database. Additional
information may be required to open accounts for corporations and other
non-natural persons.

FEDERAL LAW PROHIBITS THE FUNDS, THE DISTRIBUTOR AND OTHER FINANCIAL
INSTITUTIONS FROM OPENING ACCOUNTS UNLESS THEY RECEIVE THE MINIMUM IDENTIFYING
INFORMATION LISTED ABOVE. THEY ALSO MAY BE REQUIRED TO CLOSE YOUR ACCOUNT IF
THEY ARE UNABLE TO VERIFY YOUR IDENTITY WITHIN A REASONABLE TIME.

FREQUENT TRADING - MARKET TIMING

The Funds are intended for long-term investment and not as short-term trading
vehicles. Accordingly, organizations or individuals that use market timing
investment strategies should not purchase shares of the Funds. The Funds
reserve the right, in their sole discretion and without prior notice, to
reject, restrict or refuse purchase orders whether directly or by exchange,
including purchase orders that have been accepted by a shareholder's or
retirement plan participant's intermediary, that the Funds determine not to be
in the best interest of the Funds.

The Funds believe that market timing or frequent, short-term trading in any
account, including a retirement plan account, is not in the best interest of
the Funds or their shareholders. Due to the disruptive nature of this activity,
it can adversely affect the ability of the Adviser or Sub-Adviser to invest
assets in an orderly, long-term manner. Frequent trading can raise Fund
expenses through: increased trading and transaction costs; increased
administrative costs; and lost opportunity costs. This in turn can have an
adverse effect on Fund performance.

Because the Funds invest in foreign securities, they may present greater
opportunities for market timers and thus be at a greater risk for excessive
trading. If an event occurring after the close of a foreign market, but before
the time a Fund computes its current NAV, causes a change in the price of the
foreign security and such price is not reflected in the Fund's current NAV,
investors may attempt to take advantage of anticipated price movements in
securities held by the Funds based on such pricing discrepancies. This is often
referred to as "price arbitrage." Such price arbitrage opportunities may also
occur in funds which do not invest in foreign securities. For example, if
trading in a security held by a Fund is halted and does not resume prior to the
time the Fund calculates its NAV such "stale pricing" presents an opportunity
for investors to take advantage of the pricing discrepancy. Similarly, Funds
that hold thinly-traded securities, such as certain small-capitalization
securities, may be exposed to varying levels of pricing arbitrage. The Funds
have adopted fair valuation policies and procedures intended to reduce the
Funds' exposure to price arbitrage, stale pricing and other potential pricing
discrepancies. However, to the extent that a Fund's NAV does not immediately
reflect these changes in market conditions, short-term trading may dilute the
value of Fund shares which negatively affects long-term shareholders.

The Funds' Board of Trustees ("Board") has adopted policies and procedures
designed to deter frequent, short-term trading in shares of the Funds.
Consistent with this policy, the Funds monitor trading activity. Shareholders
may make exchanges among their accounts with ING Funds 4 times each year. All
exchanges occurring on the same day for all accounts (individual, IRA, 401(k),
etc.) beneficially owned by the same shareholder will be treated as a single
transaction for these purposes. 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 Funds
reserve 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
Funds also reserve the right to modify the frequent trading - market timing
policy at any time without prior notice depending on the needs of the Funds
and/or state or federal regulatory requirements.

If an activity is identified as problematic after further investigation, the
Funds reserve the right to take any necessary action to deter such activity.
Such action may include, but not be limited to: rejecting additional purchase
orders, whether directly or by exchange; extending settlement of a redemption
up to seven days; rejecting all purchase orders from broker-dealers or their
registered representatives suspected of violating the Funds' frequent trading
policy; or termination of the selling group agreement or other agreement with
broker-dealers or other financial intermediaries associated with frequent
trading.

Although the restrictions described above are designed to discourage frequent,
short-term trading, none of them alone, nor all of them taken together, can
eliminate the possibility that frequent, short-term trading activity in the
Funds will occur. Moreover, in enforcing such restrictions, the Funds are often
required to make decisions that are inherently subjective. The

[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                                                         Shareholder Guide    61


SHAREHOLDER GUIDE                    HOW TO PURCHASE SHARES
--------------------------------------------------------------------------------

Funds strive to make these decisions to the best of their abilities in a manner
that they believe is in the best interest of shareholders.

Shareholders may invest in the Funds through omnibus account arrangements with
financial intermediaries. Omnibus accounts permit intermediaries to aggregate
transactions. Such intermediaries include broker-dealers, banks, investment
advisers, record keepers, retirement plans, and fee-based accounts such as wrap
fee programs. Omnibus accounts generally do not identify customers' trading
activity on an individual basis. The Funds' administrator now has agreements
which require such intermediaries to provide detailed account infomation,
including trading history, upon request of the Funds.

In some cases, the Funds will rely on the intermediaries' excessive trading
policies and such policies shall define the trading activity in which the
shareholder may engage. This shall be the case where the Funds are used in
certain retirement plans offered by affiliates. With trading information
received as a result of agreements, the Funds may make a determination that
certain trading activity is harmful to the Funds and their shareholders even if
such activity is not strictly prohibited by the intermediaries' excessive
trading policy. As a result, a shareholder investing directly or indirectly in
the Funds may have their trading privileges suspended without violating the
stated excessive trading policy of the intermediary.

RETIREMENT PLANS

The Funds have available prototype qualified retirement plans for corporations
and for self-employed individuals. They also have available prototype IRA, Roth
IRA and Simple IRA plans (for both individuals and employers), Simplified
Employee Pension Plans, Pension and Profit Sharing Plans and Tax Sheltered
Retirement Plans for employees of public educational institutions and certain
non-profit, tax-exempt organizations. State Street Bank and Trust Company
("SSB") acts as the custodian under these plans. For further information,
contact a Shareholder Services Representative at (800) 992-0180. SSB currently
receives a $12 custodial fee annually for the maintenance of such accounts.

62    Shareholder Guide


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You may redeem shares by using the methods outlined in the table on the right.

Under unusual circumstances, a Fund may suspend the right of redemption as
allowed by federal securities laws.

SYSTEMATIC WITHDRAWAL PLAN

You may elect to make periodic withdrawals from your account on a regular
basis.

o  Your account must have a current value of at least $10,000.

o  Minimum withdrawal amount is $100.

o  You may choose from monthly, quarterly, semi-annual or annual payments.

For additional information, contact a Shareholder Services Representative, or
refer to the Account Application or the SAI.

PAYMENTS

Normally, payment for shares redeemed will be made within three days after
receipt by the Transfer Agent of a written request in good order. Each Fund has
the right to take up to seven days to pay your redemption proceeds, and may
postpone payment longer in the event of an economic emergency as determined by
the SEC. When you place a request to redeem shares for which the purchase money
has not yet been collected, the request will be executed at the next determined
NAV but a Fund will not release the proceeds until your purchase payment
clears. This may take up to 15 days or more. To reduce such delay, purchases
should be made by bank wire or federal funds.

Each Fund normally intends to pay in cash for all shares redeemed but under
abnormal conditions that make payment in cash unwise, a Fund may make payment
wholly or partly in securities at their then current market value equal to the
redemption price. In such case, a Fund could elect to make payment in
securities for redemptions in excess of $250,000 or 1% of its net assets during
any 90-day period for any one shareholder. An investor may incur brokerage
costs in converting such securities to cash.

REDEMPTION FEE

A 2.00% redemption fee will be charged on the redemption of Class A shares of
ING Russia Fund held less than 365 days. The redemption fee will not apply to
shares representing the reinvestment of dividends and capital gains
distributions. The redemption fee will be applied on a share by share basis
using the "first shares in, first shares out" method. Therefore, the oldest
shares are sold first.

The tax consequences of the redemption fee are not entirely clear. Although
there is some authority to the effect that a fund would recognize taxable
income in such circumstances, there is also authority, which ING Russia Fund
intends to follow, that a fund does not recognize income. It is possible that
the Internal Revenue Service or other taxing authorities might successfully
contest these funds' tax treatment of this arrangement on this basis or for
other reasons.

             Method                                 Procedures
 BY CONTACTING YOUR            You may redeem shares by contacting your
 INVESTMENT PROFESSIONAL      investment professional. Investment
                              professionals may charge for their services
                              in connection with your redemption
                              request but neither the Fund nor the
                              Distributor imposes any such charge.
 BY MAIL                       Send a written request specifying the Fund
                              name and share class, your account
                              number, the name(s) in which the account
                              is registered, and the dollar value or
                              number of shares you wish to redeem to:
                              ING Funds
                              P.O. Box 219368
                              Kansas City, MO 64121-9368
                              If certificated shares have been issued, the
                              certificate must accompany the written
                              request. Corporate investors and other
                              associations must have an appropriate
                              certification on file authorizing
                              redemptions. A suggested form of such
                              certification is provided on the Account
                              Application. A signature guarantee may be
                              required.
 BY TELEPHONE -                You may redeem shares by telephone on
 EXPEDITED REDEMPTION         all accounts other than retirement
                              accounts unless you check the box on the
                              Account Application which signifies that
                              you do not wish to use telephone
                              redemptions. To redeem by telephone, call
                              the Shareholder Services Representative at
                              (800) 992-0180.
                              RECEIVING PROCEEDS BY CHECK:
                              You may have redemption proceeds (up to
                              a maximum of $100,000) mailed to an
                              address which has been on record with ING
                              Funds for at least 30 days.
                              RECEIVING PROCEEDS BY WIRE:
                              You may have redemption proceeds
                              (subject to a minimum of $5,000) wired to
                              your pre-designated bank account. You will
                              not be able to receive redemption
                              proceeds by wire unless you check the box
                              on the Account Application which signifies
                              that you wish to receive redemption
                              proceeds by wire and attach a voided
                              check. Under normal circumstances,
                              proceeds will be transmitted to your bank
                              on the business day following receipt of
                              your instructions provided redemptions
                              may be made. In the event that share
                              certificates have been issued, you may not
                              request a wire redemption by telephone.

[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                                                         Shareholder Guide    63


SHAREHOLDER GUIDE                                TRANSACTION POLICIES
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NET ASSET VALUE

The NAV per share for each class of each Fund is determined each business day
as of the close of regular trading ("Market Close") on the New York Stock
Exchange ("NYSE") (normally 4:00 p.m. Eastern time unless otherwise designated
by the NYSE). The Funds are open for business every day the NYSE is open. The
NYSE is closed on all weekends and on all national holidays and Good Friday.
Fund shares will not be priced on those days. The NAV per share of each class
of each Fund is calculated by taking the value of the Fund's assets
attributable to that class, subtracting the Fund's liabilities attributable to
that class, and dividing by the number of shares of that class that are
outstanding.

In general, assets are valued based on actual or estimated market value, with
special provisions for assets not having readily available market quotations
and short-term debt securities, and for situations where market quotations are
deemed unreliable. Investments in securities maturing in 60 days or less are
valued at amortized cost, which, when combined with accrued interest,
approximates market value. Securities prices may be obtained from automated
pricing services. Shares of investment companies held by the Funds will
generally be valued at the latest NAV reported by that investment company. The
prospectuses for those investment companies explain the circumstances under
which they will use fair value pricing and the effects of using fair value
pricing.

Trading of foreign securities may not take place every day the NYSE is open.
Also, trading in some foreign markets and on some electronic trading networks
may occur on weekends or holidays when a Fund's NAV is not calculated. As a
result, the NAV of a Fund may change on days when shareholders will not be able
to purchase or redeem a Fund's shares.

When market quotations are not available or are deemed unreliable, a Fund will
use a fair value for the security that is determined in accordance with
procedures adopted by a Fund's Board. The types of securities for which such
fair value pricing might be required include, but are not limited to:

o  Foreign securities, where a foreign security whose value at the close of the
   foreign market on which it principally trades likely would have changed by
   the time of the close of the NYSE, or the closing value is otherwise deemed
   unreliable;

o  Securities of an issuer that has entered into a restructuring;

o  Securities whose trading has been halted or suspended;

o  Fixed-income securities that have gone into default and for which there are
   no current market value quotations; and

o  Securities that are restricted as to transfer or resale.

The Funds or the Adviser may rely on the recommendations of a fair value
pricing service approved by the Funds' Board in valuing foreign securities.
Valuing securities at fair value involves greater reliance on judgment than
valuing securities that have readily available market quotations. The Adviser
makes such determinations in good faith in accordance with procedures adopted
by the Funds' Board. Fair value determinations can also involve reliance on
quantitative models employed by a fair value pricing service. There can be no
assurance that a Fund could obtain the fair value assigned to a security if it
were to sell the security at approximately the time at which the Fund
determines its NAV per share.

PRICE OF SHARES

When you buy shares, you pay the NAV plus any applicable sales charge. When you
sell shares, you receive the NAV minus any applicable CDSC and any redemption
fee (Class A shares of ING Russia Fund only). Exchange orders are effected at
NAV.

EXECUTION OF REQUESTS

Purchase and sale requests are executed at the next NAV determined after the
order is received in proper form by the Transfer Agent or the Distributor. A
purchase order will be deemed to be in proper form when all of the required
steps set forth above under "How to Purchase Shares" have been completed. If
you purchase by wire, however, the order will be deemed to be in proper form
after the telephone notification and the federal funds wire have been received.
If you purchase by wire, you must submit an application form in a timely
fashion. If an order or payment by wire is received after Market Close, the
shares will not be credited until the next business day. For your transaction
to be counted on the day you place your order with your broker-dealer or other
financial institution, they must receive your order before Market Close and
promptly transmit the order to the Transfer Agent or the Distributor.


You will receive a confirmation of each new transaction in your account, which
also will show you the number of Fund shares you own including the number of
shares being held in safekeeping by the Transfer Agent for your account. You
may rely on these confirmations in lieu of certificates as evidence of your
ownership.


TELEPHONE ORDERS

The Funds and their Transfer Agent will not be responsible for the authenticity
of phone instructions or losses, if any, resulting from unauthorized
shareholder transactions if they reasonably believe that such instructions were
genuine. The Funds and their Transfer Agent have established reasonable
procedures to confirm that instructions communicated by telephone are genuine.
These procedures include recording telephone instructions for exchanges and
expedited redemptions, requiring the caller to give certain specific
identifying information, and providing written confirmation to shareholders of
record not later than five days following any such telephone transactions. If
the Funds and their Transfer Agent do not employ these procedures, they may be
liable for any losses due to unauthorized or fraudulent telephone instructions.

64    Shareholder Guide


TRANSACTION POLICIES                                          SHAREHOLDER GUIDE
--------------------------------------------------------------------

EXCHANGES

You may exchange shares of a Fund for shares of the same class of any other ING
Fund, except for ING Corporate Leaders Trust Fund, without paying any
additional sales charge. However, for Class A shares of ING Money Market Fund
and ING Classic Money Market Fund, for which no sales charge was paid, you must
pay the applicable sales load on an exchange into Class A shares of another
Fund. Shares subject to a CDSC will continue to age from the date that the
original shares were purchased. If you exchange shares of a Fund that at the
time you acquired the shares was a Nicholas-Applegate Mutual Fund, the shares
you receive on the exchange will be subject to the current CDSC structure and
conversion rights of the Fund being acquired, although the shares will continue
to age for CDSC and conversion purposes from the date the original shares were
acquired.

The total value of shares being exchanged must at least equal the minimum
investment requirement of the Fund into which they are being exchanged.
Exchanges of shares are sales and may result in a gain or loss for federal and
state income tax purposes.

If you exchange into ING Senior Income Fund, your ability to sell or liquidate
your investment will be limited. ING Senior Income Fund is a closed-end
interval fund and does not redeem its shares on a daily basis. It is not
expected that a secondary market for ING Senior Income Fund's shares will
develop, so you will not be able to sell them through a broker or other
investment professional. To provide a measure of liquidity, ING Senior Income
Fund will normally make monthly repurchase offers for not less than 5% of its
outstanding common shares. If more than 5% of ING Senior Income Fund's common
shares are tendered, you may not be able to completely liquidate your holdings
in any one month. You also would not have liquidity between these monthly
repurchase dates. Investors exercising the exchange privilege into ING Senior
Income Fund should carefully review the prospectus of that fund. Investors may
obtain a copy of the ING Senior Income Fund prospectus or any other ING Fund
prospectus by calling (800) 992-0180 or by going to www.ingfunds.com.

In addition to the Funds available in this Prospectus, the Distributor offers
many other funds. Shareholders exercising the exchange privilege with any other
ING Fund should carefully review the prospectus of that fund before exchanging
their shares. For a list of the other funds offered by the Distributor, please
see the inside back cover of this Prospectus. Investors may obtain a copy of a
prospectus of any ING Fund not discussed in this Prospectus by calling (800)
992-0180 or by going to www.ingfunds.com.

You will automatically have the ability to request an exchange by calling a
Shareholder Services Representative unless you mark the box on the Account
Application that indicates that you do not wish to have the telephone exchange
privilege. A Fund may change or cancel its exchange policies at any time, upon
60 days' prior written notice to shareholders.

CDSC ON EXCHANGE INTO ING SENIOR INCOME FUND

You are not required to pay an applicable CDSC upon an exchange from the Funds
described in this Prospectus into ING Senior Income Fund. However, if you
exchange into ING Senior Income Fund and subsequently offer your common shares
for repurchase by that Fund, the Fund's CDSC will apply. After an exchange into
ING Senior Income Fund, the time period for application of the CDSC will be
calculated based on the first date you acquired your shares in the ING Fund.

SYSTEMATIC EXCHANGE PRIVILEGE

With an initial account balance of at least $5,000 and subject to the
information and limitations outlined above, you may elect to have a specified
dollar amount of shares systematically exchanged, monthly, quarterly,
semi-annually or annually (on or about the 10th of the applicable month), from
your account to an identically registered account in the same class of any
other open-end ING Fund, except for ING Corporate Leaders Trust Fund. This
exchange privilege may be modified at any time or terminated upon 60 days'
prior written notice to shareholders.

SMALL ACCOUNTS

Due to the relatively high cost of handling small investments, the Funds
reserve the right upon 30 days' prior written notice to redeem, at NAV (less
any applicable deferred sales charge), the shares of any shareholder whose
account (except for IRAs) has a total value that is less than the Fund minimum.
Before a Fund redeems such shares and sends the proceeds to the shareholder, it
will notify the shareholder that the value of the shares in the account is less
than the minimum amount allowed and will allow the shareholder 30 days to make
an additional investment in an amount that will increase the value of the
account to the minimum before the redemption is processed. Your account will
not be closed if its drop in value is due to Fund performance.

ACCOUNT ACCESS

Unless your Fund shares are held through a third-party fiduciary or in an
omnibus registration at your bank or brokerage firm, you may be able to access
your account information over the internet at www.ingfunds.com, or via a touch
tone telephone by calling (800) 992-0180 and selecting Option 1. Should you
wish to speak with a Shareholder Services Representative, you may call the
toll-free number listed above and select Option 2.

PRIVACY POLICY

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

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                          If you have any questions, please call 1-800-992-0180.

                                                         Shareholder Guide    65


SHAREHOLDER GUIDE                                TRANSACTION POLICIES
--------------------------------------------------------------------------------

HOUSEHOLDING

To reduce expenses, we may mail only one copy of a Fund's prospectus and each
annual and semi-annual shareholder report to those addresses shared by two or
more accounts. If you wish to receive individual copies of these documents,
please call us at (800) 992-0180 or speak to your investment professional. We
will begin sending you individual copies thirty days after receiving your
request.

PORTFOLIO HOLDINGS DISCLOSURE POLICY

A description of the policies and procedures with respect to the disclosure of
each Fund's portfolio securities is available in the SAI. Each Fund posts its
portfolio holdings schedule on its website on a calendar-quarter basis and
makes it available on the first day of the second month in the next quarter.
The portfolio holdings schedule is as of the last day of the month preceding
the quarter-end (e.g., each Fund will post the quarter ending June 30 holdings
on August 1). Each Fund's portfolio holdings schedule will, at a minimum,
remain available on the Funds' website until the Funds file a Form N-CSR or
Form N-Q with the SEC for the period that includes the date as of which the
website information is current. The Funds' website is located at
www.ingfunds.com.

66    Shareholder Guide


ADVISER AND SUB-ADVISERS                    MANAGEMENT OF THE FUNDS
--------------------------------------------------------------------

ADVISER
ING INVESTMENTS, LLC ("ING INVESTMENTS" OR "ADVISER"), an Arizona limited
liability company, serves as the investment adviser to each of the Funds. ING
Investments has overall responsibility for the management of the Funds. ING
Investments oversees all investment advisory and portfolio management services
for each Fund.

ING Investments is registered with the SEC as an investment adviser. ING
Investments is an indirect, wholly-owned subsidiary of ING Groep N.V. ("ING
Groep"). ING Groep is one of the largest financial services organizations in
the world with approximately 120,000 employees. Based in Amsterdam, ING Groep
offers an array of banking, insurance and asset management services to both
individual and institutional investors. ING Investments became an investment
management firm in April, 1995.


As of December 31, 2007 ING Investments managed approximately $54 billion in
assets.


The principal address of ING Investments is 7337 East Doubletree Ranch Road,
Scottsdale, Arizona 85258.

ING Investments receives a monthly fee for its services based on the average
daily net assets of each of the Funds.


The following table shows the aggregate annual management fee paid by the Funds
(except ING Asia-Pacific Real Estate Fund and ING European Real Estate Fund)
for the most recent fiscal year and to be paid by ING Asia-Pacific Real Estate
Fund and ING European Real Estate Fund, for the current fiscal year as a
percentage of each Fund's average daily net assets:



                                                   MANAGEMENT
FUND                                                  FEES
 ING Global Equity Dividend                               0.70%
 ING Global Natural Resources                             0.85
 ING Global Real Estate                                   0.74
 ING Global Value Choice                                  1.00
 ING Asia-Pacific Real Estate(1)                          1.00
 ING Disciplined International SmallCap (2)               0.60
 ING Emerging Countries                                   1.25
 ING European Real Estate(1)                              1.00
 ING Foreign                                              0.98
 ING Greater China                                        1.15
 ING Index Plus International Equity                      0.55
 ING International Capital Appreciation                   0.85
 ING International Equity Dividend(2)                     0.75
 ING International Growth Opportunities                   1.00
 ING International Real Estate                            0.97
 ING International SmallCap Multi-Manager                 0.95
 ING International Value                                  1.00
 ING International Value Choice                           1.00
 ING International Value Opportunities(2)                 0.80
 ING Russia                                               1.25
 ING Emerging Markets Fixed Income                        0.65
 ING Global Bond                                          0.40


(1)   Because the Funds had not commenced operations as of the fiscal year
      ended, October 31, 2007, the management fee for these Funds reflects the
      current contract rate.

(2)   Because the Funds had not had a full year of operations as of the fiscal
      year ended, October 31, 2007, the management fee for these Funds reflects
      the current contract rate.


For information regarding the basis for the Board's approval of the investment
advisory and investment sub-advisory relationships for each of the Funds
(except ING International Equity Dividend Fund), please refer to the Funds'
semi-annual shareholder report that will be dated April 30, 2008. For
information regarding the basis for the Board's approval of the investment
advisory and sub-advisory relationships for ING International Equity Dividend
Fund, please refer to the Fund's annual shareholder report dated October 31,
2007.


SUB-ADVISERS

ING Investments has engaged one or more sub-advisers to provide the day-to-day
management of each Fund's portfolio. Some of these sub-advisers are affiliates
of ING Investments, and some are independent.


ING Investments acts as a "manager-of-managers" for ING Global Natural
Resources Fund, ING Global Value Choice Fund, ING Asia-Pacific Real Estate
Fund, ING Disciplined International SmallCap Fund, ING Emerging Countries Fund,
ING European Real Estate Fund, ING Foreign Fund, ING Greater China Fund, ING
Index Plus International Equity Fund, ING International Equity Dividend Fund,
ING International Capital Appreciation Fund, ING International Real Estate
Fund, ING International SmallCap Multi-Manager Fund, ING International Value
Choice Fund, ING International Value Opportunities Fund, ING Emerging Markets
Fixed Income Fund and ING Global Bond Fund (collectively, "Manager-of-Managers
Funds").

ING Investments delegates to the sub-advisers of the Manager-of-Managers Funds
the responsibility for investment management, subject to ING Investments'
oversight. ING Investments is responsible for monitoring the investment program
and performance of the sub-advisers of the Manager-of-Managers Funds.

From time to time, ING Investments may also recommend the appointment of
additional sub-advisers or replacement of non-affiliated sub-advisers to the
Manager-of-Managers Funds' Board. It is not expected that ING Investments would
normally recommend replacement of affiliated sub-advisers as part of its
oversight responsibilities. The Manager-of-Managers Funds and ING Investments
have received exemptive relief from the SEC to permit ING Investments, with the
approval of the Manager-of-Managers Funds' Board, to appoint additional
non-affiliated sub-adviser or to replace an existing sub-adviser with a
non-affiliated sub-adviser as well as change the terms of a contract with a
non-affiliated sub-adviser, without submitting the contract to a vote of the
Manager-of-Managers Funds' shareholders. A Manager-of-Managers Fund will notify
shareholders of any change in the identity of the sub-adviser of the
Manager-of-Managers Fund. In this event, the names of the Manager-of-Managers
Funds and their investment strategies may also change.


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                          If you have any questions, please call 1-800-992-0180.

                                                   Management of the Funds    67


MANAGEMENT OF THE FUNDS              ADVISER AND SUB-ADVISERS
--------------------------------------------------------------------------------


Under the terms of a sub-advisory agreement, an agreement can be terminated by
either ING Investments or the Fund's Board. In the event a sub-advisory
agreement is terminated, the sub-adviser may be replaced subject to any
regulatory requirements or ING Investments may assume day-to-day investment
management of the Fund.

ING GLOBAL EQUITY DIVIDEND FUND, ING INDEX PLUS INTERNATIONAL EQUITY FUND, ING
INTERNATIONAL EQUITY DIVIDEND FUND, ING INTERNATIONAL VALUE OPPORTUNITIES FUND,
ING RUSSIA FUND AND ING EMERGING MARKETS FIXED INCOME FUND


ING INVESTMENT MANAGEMENT ADVISORS B.V.


ING Investment Management Advisors B.V. ("IIMA" or "Sub-Adviser") serves as
Sub-Adviser to ING Global Equity Dividend Fund, ING Index Plus International
Equity Fund, ING International Equity Dividend Fund, ING International Value
Opportunities Fund, ING Russia Fund, and ING Emerging Markets Fixed Income
Fund. IIMA is a Netherlands corporation organized in 1896 and became an
investment advisory company in 1991. It currently has its principal offices at
Prinses Beatrixlaan 15, 2595 AK The Hague, the Netherlands. IIMA is registered
with the SEC as an investment adviser. IIMA is a company organized to manage
investments and provide investment advice to entities affiliates in Canada and
United States. IIMA is an indirect, wholly-owned subsidiary of ING Groep and is
an affiliate of ING Investments. As of December 31, 2007, IIMA managed
approximately $4.9 billion in assets. IIMA operates under the collective
management of ING Investment Management Europe ("IIM Europe") which had assets
under management of approximately $225 billion as of December 31, 2007.


ING GLOBAL EQUITY DIVIDEND FUND AND ING INTERNATIONAL EQUITY DIVIDEND FUND


The following individuals are jointly responsible for the day-to-day management
of ING Global Equity Dividend Fund and ING International Equity Dividend:

Nicolas Simar, Head of Value/High Dividend, is responsible for the High
Dividend and Value strategies. He has co-managed ING Global Equity Dividend
Fund since January 2006 and ING International Equity Dividend Fund since June
2007. He is responsible for stock selection. Mr. Simar started his career at
the Banque Bruxelles Lambert in 1996 (now part of ING) as an Investment Manager
of Fixed Income and moved three years later to the Equity team to manage the
Euro High Dividend strategy. Mr. Simar has 11 years of investment experience.

Moudy El Khodr, Senior Investment Manager Equities, is responsible for the
management of the global and US high dividend strategies. He has co-managed ING
Global Equity Dividend Fund since January 2006 and ING International Equity
Dividend Fund since June 2007. Mr. Khodr has been in charge of the global
investing Star fund since he joined IIMA, in March 2001. Mr. Khodr is the
portfolio manager responsible for implementing the daily investment decisions,
including placing trade orders. Prior to joining IIMA, he was an equity fund
manager at Banque Generale du Luxembourg (BGL). Mr. Khodr started his career at
the Belgian stock exchange (now Euronext Brussels) in the study & statistical
department. He has nine years of investment experience and is a European
Certified Financial Analyst.

Kris Hermie, CFA, Senior Investment Manager, joined the Value team in January
2007. He has managed ING Global Equity Dividend Fund and ING International
Equity Dividend Fund since June 2007. Prior to joining IIMA, he worked at Dexia
Asset Management where he managed value-based portfolios for pension funds and
insurance companies. Mr. Hermie began his career in 1998 at Bank Corluy where
he worked initially as an analyst and progressed to the role of Fund Manager,
managing regional Belgian funds and the Global Technology Fund.


ING INDEX PLUS INTERNATIONAL EQUITY FUND

The following individuals are jointly responsible for the day-to-day management
of ING Index Plus International Equity Fund:

Carl Ghielen, Portfolio Manager, is co-manager of the Fund and has co-managed
the Fund since 2005. He is responsible for stock selection, as well as
coordinating efforts on behalf of IIMA and certain ING affiliates'
international equity teams. Mr. Ghielen is the portfolio manager responsible
for implementing the daily investment decisions, including placing trade
orders. Mr. Ghielen has over 16 years of investment experience. Prior to
joining IIMA in 2000, he worked for a large corporate Dutch pension fund as
senior portfolio manager.

Martin Jansen, Portfolio Manager, is co-manager of the Fund and has co-managed
the Fund since 2005. He is responsible for stock selection. Mr. Jansen joined
IIMA or its affiliates in 1997 as senior manager and has over 27 years of
investment experience. Prior to joining IIMA, Mr. Jansen was responsible for
the U.S. equity and venture capital portfolios at a large corporate Dutch
pension fund.

ING INTERNATIONAL VALUE OPPORTUNITIES FUND

The following individuals are jointly responsible for the day-to-day management
of ING International Value Opportunities Fund, since February 2007:

Nicolas Simar, Senior Investment Manager Equities and Head of the Value Team,
is responsible for all Value Strategies. Mr. Simar started his career at the
Banque Bruxelles Lambert in 1996 (now part of ING) as an Investment Manager of
Fixed Income and moved in 1999 to the Equity team to manage the Euro High
Dividend strategy. Mr. Simar has 11 years of investment experience.

Frederic Degembe, Investment Manager Equities, joined ING Investment Management
in 1999 and is part of the Value Team. Mr. Degembe started his career as a
Supervisor of operational teams at the Bank of New York in 1995. Within ING
Investment Management, Mr. Degembe was responsible for the management of funds
in various sectors, European and Global,

68    Management of the Funds


ADVISER AND SUB-ADVISERS                    MANAGEMENT OF THE FUNDS
--------------------------------------------------------------------

namely food and beverage, consumer goods, prestige and luxury goods and
multi-media. He holds the CEFA qualification and is a member of the European
Federation of Financial Analyst Societies since 2001.

ING RUSSIA FUND


The following individuals are jointly responsible for the day-to-day management
of ING Russia Fund:

Jan-Wim Derks has served as a member of the portfolio management team that
manages the Fund since January 2001. Mr. Derks serves as Director of Global
Emerging Markets Equities at IIMA and is head of the portfolio management team.
Mr. Derks joined IIMA in 1997.

Angus Alexander Robertson has served as a member of the portfolio management
team that manages the Fund since January 2008. Mr. Robertson joined IIMA in
January 2008 and has seven years of asset management experience. Previously, he
was a Performance Analyst at Barclays Global Investors from May 2000 - May
2001. In May 2001, Mr. Robertson began working as an investment analyst and
trainee fund manager at Morley Fund Management. In June 2005, Mr. Robertson
began working as a portfolio manager at AIG Investments, where he was
responsible for the AIG Emerging Europe Equity Fund.


ING EMERGING MARKETS FIXED INCOME FUND

The following individuals are jointly responsible for the day-to-day management
of ING Emerging Markets Fixed Income Fund:


Gorky Urquieta, head of the Emerging Markets Debt ("EMD") team since May 2007,
is responsible for global emerging market debt portfolios. Mr. Urquieta has
co-managed the Fund since December 2005. Prior to becoming head of the EMD
Team, Mr. Urquieta was Deputy Head of the EMD team since 2002, with broad asset
allocation, research and trading responsibilities. Mr. Urquieta joined IIMA as
a member of the EMD team based in Atlanta in June 2000. He joined ING in 1997
as a member of Emerging Market Investors, a hedge fund manager affiliated with
ING Furman Selz Asset Management. His experience there included analysis of
sovereign and corporate bonds and loans, local currency investments and
equities. Previously with Dart Container Corporation, he formed part of a
research and trading team active in emerging and developed markets.


Daniel Eustaquio, portfolio manager of the EMD team, joined IIMA in June 1998
and has 18 years of investment experience. Mr. Eustaquio has co-managed the
Fund since May 2007.

ING GLOBAL REAL ESTATE FUND, ING ASIA-PACIFIC REAL ESTATE FUND, ING EUROPEAN
REAL ESTATE FUND AND ING INTERNATIONAL REAL ESTATE FUND

ING CLARION REAL ESTATE SECURITIES L.P.


Founded in 1969, ING Clarion Real Estate Securities L.P., ("ING CRES" or
"Sub-Adviser") serves as the Sub-Adviser to ING Global Real Estate Fund, ING
Asia-Pacific Real Estate Fund, ING European Real Estate Fund and ING
International Real Estate Fund. ING CRES, a Delaware limited partnership, is
registered with the SEC as an investment adviser. ING CRES is an indirect,
wholly-owned subsidiary of ING Groep and is an affiliate of ING Investments.
The principal address of ING CRES is 201 King of Prussia Road, Suite 600,
Radnor, PA 19087. ING CRES is in the business of providing investment advice to
institutional and individual client accounts which, as of December 31, 2007,
were valued at approximately $17.7 billion.


ING GLOBAL REAL ESTATE FUND

The following individuals are jointly responsible for the day-to-day management
of ING Global Real Estate Fund:

T. Ritson Ferguson, Chief Investment Officer ("CIO") and Portfolio Manager, has
22 years of real estate investment experience. Mr. Ferguson has managed the
Fund's portfolio since November 2001. Mr. Ferguson has served as Co-CIO and
more recently CIO of ING CRES since 1991.

Steven D. Burton, Managing Director and Portfolio Manager, is a member of ING
CRES' Investment Committee and has managed the Fund's portfolio since November
2001. He is also responsible for evaluating the investment potential of public
real estate companies outside of the U.S. Mr. Burton joined ING CRES in 1995.


Joseph P. Smith, Managing Director and Portfolio Manager, is a member of the
Investment Policy Committee and has managed the Fund since February 2007. Mr.
Smith joined ING CRES in 1997 and has 14 years of real estate investment
management experience.


ING ASIA-PACIFIC REAL ESTATE FUND, ING EUROPEAN REAL ESTATE FUND AND ING
INTERNATIONAL REAL ESTATE FUND

The following individuals are jointly responsible for the day-to-day management
of ING Asia-Pacific Real Estate Fund and ING European Real Estate Fund since
November 2007 and ING International Real Estate Fund since Feburuary 2006:

T. Ritson Ferguson, Chief Investment Officer ("CIO") and Portfolio Manager, has
22 years of real estate investment experience. Mr. Ferguson has served as
Co-CIO and more recently CIO of ING CRES since 1991.

Steven D. Burton, Managing Director and Portfolio Manager, is a member of ING
CRES' Investment Committee. He is also responsible for evaluating the
investment potential of public real estate companies outside of the U.S. Mr.
Burton joined ING CRES in 1995.

ING GREATER CHINA FUND

ING INVESTMENT MANAGEMENT ASIA/PACIFIC (HONG KONG) LIMITED

ING Investment Management Asia/Pacific (Hong Kong) Limited ("IIM Asia Pacific"
or "Sub-Adviser") serves as Sub-Adviser to ING Greater China Fund. IIM Asia
Pacific is a company belonging to ING Groep whose registered office is at 39/F
One International

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                          If you have any questions, please call 1-800-992-0180.

                                                   Management of the Funds    69


MANAGEMENT OF THE FUNDS              ADVISER AND SUB-ADVISERS
--------------------------------------------------------------------------------


Finance Centre, 1 Harbour View Street, Central, Hong Kong. IIM Asia Pacific is
registered with the SEC as an investment adviser. IIM Asia Pacific operates
under the collective management of ING Investment Management ("IIM") and had
assets under management of approximately $8.2 billion as of December 31, 2007.


The following individuals are jointly responsible for the day-to-day management
of ING Greater China Fund, since December 2005:

Nick Toovey, CFA, joined IIM Asia Pacific in October 2003 as Regional Head of
Equities for Asia Pacific. Mr. Toovey oversees all investments for the Fund and
has over 22 years of experience in equity investment management. He joined IIM
Asia Pacific from Merrill Lynch Investment Managers in Singapore. Prior to that
he was with Mercury Asset Management in London, which was later acquired by
Merrill Lynch and has been responsible for the management of Asian Equity
portfolios since 1997.

Bratin Sanyal joined IIM Asia Pacific in Hong Kong as Head of Asian Equity
Investments in August 2004. He is responsible for the supervision of the
management of the Fund. Mr. Sanyal has worked for ING for 13 years in New York,
Amsterdam, Luxembourg and The Hague and has been directly involved in the
management of Asian and emerging market equity portfolios for 11 years.

Oscar Leung Kin Fai, CFA, joined IIM Asia Pacific in August 2001 as a Senior
Investment Manager and assists with the management of the Fund. Prior to
joining IIM Asia Pacific, Mr. Leung was a Senior Investment Manager at ING Life
Insurance Co. for three years.

Michael Hon Lung Chiu, CFA, joined IIM Asia Pacific in April 2004. He is
responsible for the daily management of the Fund and for decisions relating to
purchases of individual securities. Reporting to Mr. Bratin Sanyal, Head of
Asian Equity Investments for IIM Asia Pacific, Mr. Chiu is responsible for
equity research for the North Asian markets including Taiwan, Hong Kong, China
and Korea. He is currently managing a Greater China Fund as well as Australian
based accounts which principally invest in the developed markets of Asia. Mr.
Chiu has been covering the Asian stock markets since he joined the industry 8
years ago and he contributes to the investment team in the stock selection
process. Prior to joining IIMA Asia Pacific, Mr. Chiu was an Assistant Vice
President, Asia Ex-Japan Equities, at Credit Suisse Asset Management since
2002. Before joining Credit Suisse Asset Management, he was an Investment
Analyst at Investec Guinness Flight from 1999 to 2002.

PERFORMANCE OF A SIMILAR MUTUAL FUND MANAGED BY THE IIM ASIA PACIFIC INVESTMENT
TEAM

The tables below are designed to show how a substantially similar mutual fund
("Comparable Fund") managed by the IIM Asia Pacific investment team managing
ING Greater China Fund performed over various periods in the past. The
Comparable Fund has investment objectives, policies, and strategies
substantially similar to those of ING Greater China Fund. Annual returns of the
Comparable Fund reflect the expenses of that Fund, which may differ from the
expenses of ING Greater China Fund.

The table below shows the returns for the Comparable Fund compared to the
Morgan Stanley Capital International All Countries Golden Dragon Index ("MSCI
All Countries Golden Dragon Index") for the one-, three-year and since
inception periods ended December 31, 2007 and on an annual basis as of December
31, of prior years. This information is designed to demonstrate the historical
track record of the IIMA Asia Pacific investment team with respect to the
Greater China strategy. It does not indicate how ING Greater China Fund has
performed or will perform in the future. Past performance is not a guarantee of
future results.

                        AVERAGE ANNUAL TOTAL RETURNS(1)
                           (AS OF DECEMBER 31, 2007)


                                                                             MSCI
                                   COMPARABLE           COMPARABLE       ALL COUNTRIES
                                    FUND (%)             FUND (%)           GOLDEN
                                     (AT MAX             (WITH NO           DRAGON
                                SALES CHARGE)(2)      SALES CHARGE)       INDEX(3)(%)
                               ------------------    ---------------    --------------
 One Year                               33.88%              42.05%             37.63%
 Three Years                            31.00%              33.61%             28.11%
 Since Inception (05/
  23/2003)(4)                           32.15%              33.86%             30.95%


                            ANNUAL TOTAL RETURNS(1)
                        (AS OF DECEMBER 31 OF EACH YEAR)


                                     MSCI
              COMPARABLE        ALL COUNTRIES
               FUND (%)             GOLDEN
               (WITH NO             DRAGON
            SALES CHARGE)        INDEX(3) (%)
           ---------------    -----------------
  2007             42.05%               37.63%
  2006             52.41%               39.06%
  2005             10.59%                9.86%
  2004             13.98%               13.98%



(1)   The performance reflected of the Comparable Fund has been calculated
      differently than the method used for calculating Fund performance
      pursuant to SEC guidelines. This presentation shows performance of a
      comparable mutual fund sub-advised by IIM Asia Pacific. The gross returns
      for the Comparable Fund in the Average Annual Total Returns table and the
      Annual Total Return table were adjusted to reflect the deduction of the
      net operating expenses for Class A shares of ING Greater China Fund. Net
      operating expenses include investment advisory fees, distribution and
      service (Rule 12b-1) fees, custodial fees, brokerage commissions and
      execution costs, and other expenses, without the provision for any
      applicable federal or state income taxes.


(2)   Reflects the deduction of the maximum applicable Class A sales charge of
      5.75%.

(3)   The MSCI All Countries Golden Dragon Index is a broad-based, unmanaged
      index of common stocks traded in China, Hong Kong and Taiwan. It includes
      the reinvestment of dividends and distributions net of withholding taxes,
      but does not reflect fees, brokerage commissions or other expenses of
      investing.


(4)   The index return for the MSCI All Countries Golden Dragon Index is for
      the period beginning June 1, 2003.


70    Management of the Funds


ADVISER AND SUB-ADVISERS                    MANAGEMENT OF THE FUNDS
--------------------------------------------------------------------

ING GLOBAL NATURAL RESOURCES FUND, ING DISCIPLINED INTERNATIONAL SMALLCAP FUND,
ING INTERNATIONAL GROWTH OPPORTUNITIES FUND AND ING GLOBAL BOND FUND

ING INVESTMENT MANAGEMENT CO.

ING Investment Management Co. ("ING IM" or "Sub-Adviser"), a Connecticut
corporation, serves as the Sub-Adviser to ING Global Natural Resources Fund,
ING Disciplined International SmallCap Fund, ING International Growth
Opportunities Fund and ING Global Bond Fund. ING IM is responsible for managing
the assets of each Fund in accordance with the Fund's investment objective and
policies, subject to oversight by ING Investments and the Funds' Board.

Founded in 1972, ING IM is registered with the SEC as an investment adviser.
ING IM has acted as adviser or sub-adviser to mutual funds since 1994 and has
managed institutional accounts since 1972. ING IM is an indirect, wholly-owned
subsidiary of ING Groep and is an affiliate of ING Investments.


As of December 31, 2007, ING IM managed approximately $73.5 billion in assets.
The principal office of ING IM is 230 Park Avenue, New York, New York 10169.


ING GLOBAL NATURAL RESOURCES FUND

The following individuals are jointly responsible for the day-to-day management
of ING Global Natural Resources Fund:

James A. Vail, CFA, has served as a Senior Vice President and Portfolio Manager
since 2001. Mr. Vail holds the Chartered Financial Analyst designation, is a
member of the New York Society of Security Analysts and has over 31 years of
investment experience. Prior to joining ING IM in 2000, Mr. Vail was Vice
President at Lexington, the Fund's former investment adviser, which he joined
in 1991 and served as portfolio manager for the Fund since 1998.


David Powers, CFA, joined ING IM in June 2007 as a Senior Sector Analyst on the
fundamental research team, covering the telecommunication services, utilities,
and materials sectors. Mr. Powers has co-managed the Fund since December 2007.
Prior to joining ING IM, Mr. Powers has held several senior investment
positions including portfolio manager with Federated Investors since June 2001.
Prior to that, he was associate director of research for global equities. Mr.
Powers began his investment career at the State Teachers Retirement System of
Ohio and held numerous positions including co-portfolio manager.


ING DISCIPLINED INTERNATIONAL SMALLCAP FUND

The following individuals are jointly responsible for the day-to-day management
of ING Disciplined International SmallCap Fund:

Omar Aguilar, Ph.D., Portfolio Manager, has managed the Fund since December
2006. Dr. Aguilar has been with ING IM since July 2004 and is head of
quantitative equity. He previously served as head of Lehman Brothers'
quantitative research for their alternative investment management business
since January 2002. Prior to that, Dr. Aguilar was director of quantitative
research and a portfolio manager with Merrill Lynch Investment Management (from
July 1999 through January 2002).

Vincent Costa, CFA, Senior Vice President and Head of Portfolio Management of
Quantitative Equity, joined ING IM in April 2006 as Head of Portfolio
Management of quantitative equity. He has managed the Fund since December 2006.
Prior to joining ING IM he was with Merrill Lynch Investment Management, where
he worked for 7 years in quantitative equity leadership positions, including
managing director and head of their quantitative investments organization.

ING INTERNATIONAL GROWTH OPPORTUNITIES FUND

The following individual is responsible for the day-to-day management of ING
International Growth Opportunities Fund:

Uri Landesman, Senior Vice President and Head of International Equities for ING
IM, has served as portfolio manager since April 2006. Mr. Landesman joined ING
IM in 2006 from Federated Investors, where he was most recently director of
global equity research. During his tenure at Federated Investors (which began
in 2003), he managed three international large-cap growth funds as well as two
global core funds. Prior to working at Federated Investors, he served as an
investment professional with Arlington Capital Management. Mr. Landesman has
over 20 years of experience and began his career at Sanford C. Bernstein & Co.

ING GLOBAL BOND FUND

The following individual is responsible for the day-to-day management of ING
Global Bond Fund:


James B. Kauffmann, Portfolio Manager, has been with ING IM since 1996 and has
managed the Fund since June 2006. Mr. Kauffmann heads ING IM's fixed-income
investment team, which is responsible for the development of major investment
themes and sets targets for varous portfolio characteristics in accounts
managed by ING IM, including for the Fund. Prior to joining ING IM, he was a
senior fixed-income portfolio manager with Alfa Investments Inc., worked in the
capital markets group of a major Wall Street dealer and served as an analyst
with a venture capital fund.


ING EMERGING COUNTRIES FUND AND ING INTERNATIONAL VALUE FUND

BRANDES INVESTMENT PARTNERS, L.P.

Founded in 1974, Brandes Investment Partners, L.P. ("Brandes" or "Sub-Adviser")
serves as the Sub-Adviser to ING Emerging Countries Fund and ING International
Value Fund.


Brandes is an investment advisory firm currently with 80 investment
professionals who manage over $111.7 billion in assets as of December 31, 2007.
The principal address of Brandes is 11988 El Camino Real, Suite 500, San Diego,
California 92130.


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Brandes uses a value-oriented approach in managing equity investments, seeking
to build wealth by buying high quality, undervalued stocks.

ING EMERGING COUNTRIES FUND

Brandes' Emerging Markets Investment Committee is jointly responsible for the
day-to-day management of ING Emerging Countries Fund since March 1, 2005. The
Emerging Markets Investment Committee is comprised of a limited number of
research analysts and portfolio managers. The members of the Emerging Markets
Investment Committee are listed below:

Alphonse H.L. Chan, Jr., CFA, Portfolio Manager. Mr. Chan is a portfolio
manager and a voting member of the Brandes' Emerging Markets Investment
Committee. His primary responsibility is to oversee the implementation of
Brandes' investment strategies across all private client portfolios and
separately managed account programs. Mr. Chan joined Brandes in 1998 and has 21
years of investment experience. Prior to joining Brandes, Mr. Chan was a senior
financial analyst in the corporate treasury department for a large national
banking organization.

Christopher J. Garrett, CFA, Institutional Portfolio Manager/ Analyst. Mr.
Garrett is an institutional portfolio manager/analyst and a member of the
Brandes' Emerging Markets Investment Committee. Mr. Garrett focuses his
research on the utilities sector, with special emphasis on Emerging Market
companies. In addition, he serves as a product coordinator for the Emerging
Markets portfolio. Mr. Garrett joined Brandes in 2000 and has 15 years of
finance and investment experience. Prior to joining Brandes, he worked as a
portfolio manager/analyst for a global investment advisory firm and a corporate
loan officer for a super-regional bank.

Gerardo Zamorano, CFA, Senior Analyst. Mr. Zamorano is a senior analyst on the
telecommunications and consumer products teams. He is also a member of the
Emerging Markets Investment Committee. Mr. Zamorano joined Brandes in 1999 and
has 11 years of investment experience. Before joining Brandes, he worked for an
international finance firm as an assistant investment officer in the Latin
America department.

Greg Rippel, CFA, Senior Analyst. Mr. Rippel is a senior analyst on the
consumer products team and is also a voting member of the Emerging Markets
Investment Committee. Mr. Rippel is responsible for fundamental research on
companies in the retail sector and serves as a product coordinator for the
Emerging Markets portfolios. Mr. Ripple joined Brandes in 2001 and has 12 years
of accounting, finance and investment experience. Prior to joining Brandes, he
worked as an underwriter in the commercial finance division of a major U.S.
bank and as a senior associate for a global public accounting firm.

Douglas C. Edman, CFA, Director - Investments. Mr. Edman is a senior analyst
and voting member of the Emerging Markets Investment Committee. He leads the
firm's research efforts in the basic materials sector and performs research in
the oil and gas sectors. Mr. Edman joined Brandes in 1995, has over 17 years of
investment experience and is a member of the Financial Analysts Society of San
Diego. Prior to joining Brandes, he worked for a major securities firm as a
credit analyst, where he managed the credit rating agency relationship and
commercial paper programs for clients in the energy and telecommunications
industries.

Steven Leonard, CFA, Senior Analyst. Mr. Leonard is a senior analyst and a
voting member of the Emerging Markets Investment Committee. He is on the
industrials research team and is responsible for fundamental research on
companies in the transportation and environmental service sectors. Mr. Leonard
joined Brandes in 1997, has over 10 years of investment experience and is a
member of the Financial Analysts Society of San Diego. Prior to joining
Brandes, Mr. Leonard worked as a CPA in the audit practice of a public
accounting firm.

PERFORMANCE OF SIMILAR EMERGING MARKETS EQUITY ACCOUNTS MANAGED BY BRANDES

The tables below are designed to show how a composite of similar accounts
managed by Brandes performed over various periods in the past.

The Brandes Emerging Markets Equity Composite is a composite of the performance
of all actual fee-paying and non-fee paying, fully discretionary Emerging
Markets accounts under management by Brandes for at least one month beginning
January 1, 1995. Each account in the composite has investment objectives,
policies and strategies that are substantially similar to those of ING Emerging
Countries Fund. The accounts included in the composite may include separate
accounts, registered mutual funds, private investments funds and other client
accounts.

The tables below show the returns for the Brandes Emerging Markets Equity
Composite compared with the Morgan Stanley Capital International Emerging
Markets IndexSM ("MSCI EM IndexSM") for the one-, three-, five-, seven- and
ten-year periods ended December 31, 2007 and on an annual basis as of December
31, of prior years. This information is designed to demonstrate the historical
track record of Brandes. It does not indicate how ING Emerging Countries Fund
has performed or will perform in the future. Past performance is not a
guarantee of future results.

                          AVERAGE ANNUAL TOTAL RETURNS
                           (AS OF DECEMBER 31, 2007)


                   BRANDES EMERGING      BRANDES EMERGING
                    MARKETS EQUITY        MARKETS EQUITY
                     COMPOSITE (%)        COMPOSITE (%)
                     (AT MAX SALES        (WITH NO SALES           MSCI EM
                      CHARGE)(1)             CHARGE)            INDEXSM(2) (%)
                  ------------------    -----------------    -------------------
 One Year                  11.84%                18.66%               39.39%
 Three Years               20.95%                23.36%               35.15%
 Five Years                31.53%                33.10%               37.02%
 Seven Years               18.01%                19.01%               23.62%
 Ten Years                 13.60%                14.27%               14.53%(3)


72    Management of the Funds


ADVISER AND SUB-ADVISERS                    MANAGEMENT OF THE FUNDS
--------------------------------------------------------------------

                              ANNUAL TOTAL RETURNS
                        (AS OF DECEMBER 31 OF EACH YEAR)


            BRANDES EMERGING
             MARKETS EQUITY
             COMPOSITE (%)
             (WITH NO SALES              MSCI EM
                CHARGE)              INDEXSM(2) (%)
           -----------------    ------------------------
  2007              18.66%                   39.39%
  2006              30.32%                   32.17%
  2005              21.66%                   34.00%
  2004              31.01%                   25.55%
  2003              68.56%                   55.82%
  2002             (19.17)%                  (6.17)%
  2001               0.17%                   (2.62)%
  2000             (16.68)%                 (30.61)%(3)
  1999              68.98%                   66.41%(3)
  1998             (20.32)%                 (25.34)%(3)


(1)   Reflects the deduction of the maximum applicable Class A sales charge of
      5.75%.

(2)   The MSCI EM IndexSM is an unmanaged index that measures the performance
      of securities listed on exchanges in developing nations throughout the
      world. It includes the reinvestment of dividends and distributions net of
      withholding taxes, but does not reflect fees, brokerage commissions or
      other expenses of investing.

(3)   Prior to December 31, 2001, the MSCI EM IndexSM did not include deduction
      of withholding taxes. The gross index return is for the period beginning
      January 1, 1997.


The performance in the first column of the "Average Annual Total Returns" table
has been adjusted to reflect the maximum Class A sales charge. The performance
reflected in the composite was calculated differently than the method used for
calculating Fund performance pursuant to SEC guidelines.

The net annual returns for the Brandes Emerging Markets Equity Composite were
calculated on a time-weighted and asset-weighted, total return basis, including
reinvestment of all dividends, interest and income, realized and unrealized
gains or losses, brokerage commissions and execution costs, advisory and
custodial fees, and any applicable foreign withholding taxes, without provision
for federal and state income taxes, if any. The first column of performance
numbers under the Average Annual Total Returns table reflects the deduction of
the maximum front-end sales charge of the Class A shares of ING Emerging
Countries Fund (5.75%) from a hypothetical investment made in the first year of
the one-, three-, five-, seven- and ten-year periods, respectively. The Annual
Total Returns table for the Brandes Emerging Markets Equity Composite does not
reflect the deduction of any sales loads, which would have reduced those
performance numbers. The accounts in the Brandes Emerging Markets Equity
Composite do not pay the same expenses that mutual funds pay and are not
subject to the diversification rules, tax restrictions and investment limits
under the Investment Company Act of1940 ("1940 Act") or Subchapter M of the
Internal Revenue Code of 1986, as amended (the "Code"). Returns would have been
lower if the composite had been subject to these expenses and may have been
lower if the composite had been subject to these regulations. The aggregate
returns of the accounts in the composite may not reflect the returns of any
particular account of Brandes.


ING INTERNATIONAL VALUE FUND

Brandes' Large Cap Investment Committee is jointly responsible for the
day-to-day management of ING International Value Fund since its inception. The
Large Cap Investment Committee is comprised of a limited number of research
analysts and portfolio managers. The members of the Large Cap Investment
Committee are listed below:

Glenn R. Carlson, CFA, Chief Executive Officer. Mr. Carlson serves as Chief
Executive Officer and is a member of the firm's Executive Committee. Mr.
Carlson also contributes to the investment process as a member of the
Investment Oversight Committee and as a voting member of the Large Cap
Investment Committee. He serves as a senior institutional portfolio manager for
a limited number of client relationships and oversees the Portfolio
Management/Client Services department. Mr. Carlson joined Brandes in 1996, has
24 years of investment experience and is a member of the Financial Analysts
Society of San Diego.

Brent V. Woods, CFA, Managing Director-Investments. Mr. Woods is a member of
the firm's Executive Committee. He also serves as Managing Director-Investments
with responsibility for the securities research efforts of the firm and
oversight of the product investment committees. In addition, Mr. Woods is a
member of the Investment Oversight Committee and a voting member of the Large
Cap Investment Committee. Mr. Woods joined Brandes in 1998 and has 12 years of
investment experience. Prior to joining Brandes, he worked as an attorney with
a Wall Street law firm, specializing in public and private securities
offerings, as well as mergers and acquisitions.

Amelia Maccoun Morris, CFA, Director - Investments. Ms. Morris is responsible
for overseeing and directing equity research activities in the
telecommunications, media, and consumer sectors. In addition, she contributes
to the investment process as a member of the Investment Oversight Committee and
a voting member of the Large Cap Investment Committee. Ms. Morris joined
Brandes in 1998 and has 19 years of investment experience. Prior to joining
Brandes, she worked in corporate finance, specializing in non-U.S. equity
offerings, and as a senior equity analyst with an international investment
bank.

W. James Brown, CFA, Director - Investments. Mr. Brown is a senior analyst and
a voting member of the Large Cap Investment Committee. He also leads the firm's
research efforts in the financial institutions and utilities sectors. Mr. Brown
joined Brandes in 1996 and has 23 years of investment experience. Prior to
joining Brandes, Mr. Brown was a senior vice president with a major national
banking organization where he served in various capacities, including senior
portfolio manager, regional director of investments, and head of Texas private
banking. His prior professional experience includes 10 years as an Air Force
pilot and 10 years as an investment consultant with a large Wall Street firm.

Keith Colestock, CFA, Director - Investments. Mr. Colestock is a senior analyst
and a voting member of the Large Cap and Mid Cap Investment Committees. Mr.
Colestock joined Brandes in

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MANAGEMENT OF THE FUNDS              ADVISER AND SUB-ADVISERS
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1995 and has 17 years of investment experience. Prior to joining Brandes, Mr.
Colestock served as senior equity analyst and director of research for an
investment research firm in San Diego. Before that, Mr. Colestock was an
independent demographic consultant to retail real estate developers.

Brent Fredberg, Senior Analyst. Mr. Fredberg is a senior analyst responsible
for research in the technology and household durables areas. He is a voting
member of the firm's Large Cap Investment Committee. Mr. Fredberg joined
Brandes in 1999 and has 13 years of finance and investment experience. Prior to
joining Brandes, Mr Fredberg worked for a major U.S. consumer products company
as a financial analyst and controller.

ING FOREIGN FUND

JULIUS BAER INVESTMENT MANAGEMENT LLC


Julius Baer Investment Management LLC ("JBIM" or "Sub-Adviser") serves as
Sub-Adviser to ING Foreign Fund. JBIM is a Delaware limited liability company
which is a wholly-owned subsidiary of Julius Baer Americas Inc., which in turn
is a wholly-owned subsidiary of Julius Baer Holding Ltd., a Swiss corporation.
JBIM specializes in the management of international and global equities and
fixed income securities, and alternative investments. As of December 31, 2007
JBIM managed approximately $75 billion in assets. The principal address of JBIM
is 330 Madison Avenue, New York, New York 10017.


Rudolph-Riad Younes and Richard Pell have been jointly responsible for the
day-to-day management of ING Foreign Fund since its July 2003.

Rudolph-Riad Younes, CFA, Managing Director and Head of International Equity,
has been with the Julius Baer organization since September 1993.

Richard Pell, Chief Investment Officer and Chief Executive Officer, has been
with the Julius Baer organization since January 1995.

ING INTERNATIONAL CAPITAL APPRECIATION FUND

HANSBERGER GLOBAL INVESTORS, INC.


Hansberger Global Investors, Inc. ("HGI" or "Sub-Adviser") serves as the
Sub-Adviser to ING International Capital Appreciation Fund. HGI, a subsidiary
of Natixis Global Asset Management, L.P., with its principal offices located at
401 East Las Olas Blvd., Suite 1700, Fort Lauderdale, FL 33301, conducts
worldwide portfolio management services to customers in the United States and
abroad. As of December 30, 2007, HGI had approximately $10.9 billion in assets
under management.


The following team members have been jointly responsible for the day-to-day
management of ING International Capital Appreciation Fund, since December 2005:

Thomas R.H. Tibbles, CIO-Growth Team, CFA, joined HGI in 1999 and serves as
Managing Director of Canada. Prior to joining HGI, he was head of the Global
Equity Team at Indago Capital Management in Toronto, which was an affiliate of
Canada Life. Mr. Tibbles began his career in the investment industry in 1986
and he is a CFA Charterholder.

Barry A. Lockhart, CFA, joined HGI in 1999 and serves as Senior Vice President.
Prior to joining HGI, he was a portfolio manager of foreign equity securities
for Indago Capital Management. Mr. Lockhart began his career in the investment
industry in 1989 and he is a CFA Charterholder.

Trevor Graham, CFA, joined HGI in 2004 and serves as Vice President, Research.
Prior to joining HGI, Mr. Graham maintained several different positions,
including portfolio management and fundamental analyst for Phillips, Hager &
North Investment Management Ltd., where he was employed from 1996 to 2004. He
is a CFA Charterholder.

Patrick Tan, Vice President, Research, joined HGI in 1999. Prior to joining
HGI, Mr. Tan was an Analyst at Indago Capital Management in Toronto, an
affiliate of Canada Life from July 1997 to March 1999. He has more than six
years of investment-related experience.

Thomas R.H. Tibbles, as team leader, has ultimate authority and veto power over
all buy and sell decisions. All team members are responsible for research
coverage which is assigned by global industry sectors, recommending stocks and
recommending subsequent buy and sell decisions.

PERFORMANCE OF SIMILAR INTERNATIONAL GROWTH EQUITY ACCOUNTS MANAGED BY HGI

The tables below are designed to show how a composite of similar accounts
managed by HGI performed over various periods in the past.


The HGI Tax-Exempt International Growth Equity Composite consists of all fully
discretionary portfolios, managed by HGI's Growth Team, invested in equities of
companies domiciled outside the U.S. and that are invested without regard to
tax consequences. Each portfolio in the composite has investment objectives,
policies and strategies substantially similar to those of ING International
Capital Appreciation Fund. The accounts included in the composite may include
separate accounts, registered mutual funds, private investments funds and other
client accounts. To receive a complete listing of HGI's composites and/or a
complete presentation that adheres to the Global Investment Performance
Standards ("GIPS(Reg. TM)"), contact the sub-adviser's Marketing department at
the sub-adviser.

The tables below show the returns for the HGI Tax-Exempt International Growth
Equity Composite compared with the Morgan Stanley Capital International
All-Country World Excluding US Index(Reg. TM) ("MSCI ACWI Ex US Index(Reg.
TM)") for the one-, three-, five- and ten-year periods ended December 31, 2006
and on an annual basis as of December 31, of prior years. This information is
designed to demonstrate the historical track record of HGI. It does not
indicate how ING International Capital Appreciation Fund has performed or will
perform in the future. Past performance is not a guarantee of future results.


74    Management of the Funds


ADVISER AND SUB-ADVISERS                    MANAGEMENT OF THE FUNDS
--------------------------------------------------------------------

                          AVERAGE ANNUAL TOTAL RETURNS
                            (AS OF DECEMBER 31 2007)


                    HGI TAX-EXEMPT      HGI TAX-EXEMPT
                     INTERNATIONAL      INTERNATIONAL
                     GROWTH EQUITY      GROWTH EQUITY
                     COMPOSITE (%)      COMPOSITE (%)            MSCI ACWI
                     (AT MAX SALES         (WITH NO                EX US
                      CHARGE)(1)        SALES CHARGE)      INDEX(Reg. TM)(2) (%)
                   ----------------    ---------------    ----------------------
 One Year                  11.69%              18.50%               16.65%
 Three Years               16.84%              19.17%               19.88%
 Five Years                20.22%              21.65%               24.02%
 Ten Years(3)              11.33%              11.99%               15.22%(4)


                              ANNUAL TOTAL RETURNS
                        (AS OF DECEMBER 31 OF EACH YEAR)


                    HGI TAX-EXEMPT
                     INTERNATIONAL
                     GROWTH EQUITY
                     COMPOSITE (%)             MSCI ACWI
                       (WITH NO                  EX US
                     SALES CHARGE)       INDEX(Reg. TM)(2) (%)
                  ------------------    ----------------------
 2007                       18.50%                  16.65%
 2006                       23.45%                  26.65%
 2005                       15.63%                  16.62%
 2004                       13.70%                  20.91%
 2003                       38.46%                  40.83%
 2002                      (14.08)%                (14.95)%
 2001                      (19.37)%                (19.73)%
 2000                       (4.17)%                (15.31)%
 1999                       52.23%                  30.63%
  1998(3)                   15.24%                  14.42%(4)


(1)   Reflects the deduction of the maximum applicable Class A sales charge of
      5.75%.

(2)   The MSCI ACWI Ex US Index(Reg. TM) measures the returns of equities of
      companies which are domiciled outside the U.S. It includes the
      reinvestment of dividends and distributions, but does not reflect fees,
      brokerage commissions or other expenses of investing.


(3)   For the period from July 1996 through December 1998, the track record
      presented consists of portfolios managed by the team that joined HGI
      while employed by Indago Capital Management in Toronto, Ontario, an
      affiliate of The Canada Life Assurance Company, an investment advisor not
      affiliated with HGI.



(4)   Prior to December 31, 1998, the MSCI ACWI Ex US Index(Reg. TM) did not
      include the deduction of withholding taxes.

The performance in the first column of the "Average Annual Total Returns" table
has been adjusted to reflect the operating costs and the maximum Class A sales
charge. The performance reflected in the composite was calculated differently
than the method used for calculating performance pursuant to SEC guidelines.

Hansberger Global Investors, Inc. claims compliance with GIPS(Reg. TM),
although the performance figures presented above are not in compliance with
GIPS(Reg. TM) due to the adjustment for Class A share expenses noted below.

The gross total returns for the HGI Tax-Exempt International Growth Equity
Composite in the Average Annual Total Returns and Annual Total Returns tables
were adjusted to reflect the deduction of net operating expenses for Class A
shares of ING International Capital Appreciation Fund. Net operating expenses
include investment advisory fees, distribution and service (Rule 12b-1) fees,
custodial fees, brokerage commissions and execution costs, and other expenses,
without the provision for any applicable federal or state income taxes, if any.
Returns are stated in U.S. dollars. The first column of performance numbers
under the Average Annual Total Returns table reflects the deduction of the
maximum front-end sales charge of the Class A shares of ING International
Capital Appreciation Fund (5.75%) from a hypothetical investment made in the
first year of the one-, three-, five- and ten-year periods, respectively. The
Annual Total Returns table for the HGI Tax-Exempt International Growth Equity
Composite does not reflect the deduction of any sales loads, which would have
reduced those performance numbers. Most of the accounts in the HGI Tax-Exempt
International Growth Equity Composite are not subject to the diversification
rules, tax restrictions and investment limits of the 1940 Act or Subchapter M
of the Code. Returns may have been lower if the composite had been subject to
these regulations. The aggregate returns of the accounts reflected in the
composite may not reflect the returns of any particular account of HGI.


ING INTERNATIONAL SMALLCAP MULTI-MANAGER FUND

THE MULTI-MANAGER APPROACH

For the period March 2005 to November 1, 2006, Acadian Asset Management LLC was
the sub-adviser of ING International SmallCap Multi-Manager Fund. For the
period November 1, 2006 to December 17, 2007, two sub-advisers were used to
manage the Fund's assets - Acadian Asset Management LLC ("Acadian") and
Batterymarch Financial Management, Inc. ("Batterymarch"). Effective December
17, 2007, three sub-advisers are used to manage the Fund's assets -  Acadian,
Batterymarch and Schroder Investment Management North America Inc.
("Schroders"). Each Sub-Adviser makes investment decisions for the assets it
has been allocated to manage.


Effective November 1, 2006, approximately $20 million of the Fund's assets were
managed by Batterymarch. Generally 75% of new assets into the Fund were
allocated to Batterymarch for management and the remainder of new assets were
allocated to Acadian for management. On or about December 17, 2007,
approximately $25 million of the Fund's assets was transferred from the
Batterymarch sleeve to the Schroders sleeve. Initially, all daily net positive
cash flows into the Fund will be allocated to Schroders for management. On days
with negative net cash flow, outflows will come from Schroders. The Adviser may
change the allocation of the Fund's assets between the sub-advisers as it
determines necessary to pursue the Fund's investment objective.

ACADIAN ASSET MANAGEMENT LLC


Acadian Asset Management LLC ("Acadian" or "Sub-Adviser"), serves as a
Sub-Adviser to ING International SmallCap Multi-Manager Fund. Acadian is a
registered investment adviser and a wholly-owned subsidiary of Old Mutual Asset
Managers (US) LLC which is ultimately owned by Old Mutual plc.

Acadian is a Boston-based investment management firm specializing in active
global and international equity strategies. Acadian was founded in 1986 and
over the last two decades the firm has served some of the world's largest and
most

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                                                   Management of the Funds    75


MANAGEMENT OF THE FUNDS              ADVISER AND SUB-ADVISERS
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sophisticated fund sponsors. Acadian invests on behalf of major pension funds,
endowments, foundations and other institutions based in the U.S. and abroad.
The firm also serves individual investors.


Acadian employs a quantitative, active, bottom-up investment process that
combines stock and region/industry goup valuation to arrive at a return
forecast for each of the 25,000 securities in its global universe. Their
investment philosophy is that markets are inefficient, creating discrepancies
between a stock's intrinsic value and its market price, and that disciplined
valuation techniques applied to a very broad universe of stocks can identify
undervalued securities that are likely to rise in price.

As of December 31, 2007, Acadian had assets under management of approximately
$83.7 billion. The principal address of Acadian is One Post Office Square, 20th
Floor, Boston, MA 02109.

The following individuals have been jointly responsible for the day-to-day
management of the Acadian portion of ING International SmallCap Multi-Manager
Fund, since March 2005:


John R. Chisholm, CFA, Executive Vice President and Co-Chief Investment
Officer, joined Acadian in July 1987. He is responsible for actively managing
Acadian portfolios and developing quantitative techniques to value markets and
securities.

Matthew J. Cohen, CFA, Senior Vice President and Portfolio Manager, joined
Acadian in October 1994. He specializes in quantitative equity valuation
techniques and manages the processes and data that drive Acadian's investment
approach.

BATTERYMARCH


Batterymarch, a wholly-owned, independently managed subsidiary of Legg Mason,
Inc., which has served as a sub-adviser to the Fund since November 2006, is
located at John Hancock Tower 200 Clarendon Street, 49th Floor, Boston,
Massachusetts 02116. As of December 31, 2007, Batterymarch had assets under
management of $29.8 billion.


Batterymarch uses a team approach to investment management, with portfolio
managers working collaboratively and sharing responsibility for investment
decisions. Batterymarch utilizes a quantitative investment process. Portfolio
managers are involved in the development of investment models that are the
primary driver in the portfolio management process. The investment teams are
responsible for the implementation of the models and the construction and
management of client account portfolios.

The investment teams are organized according to investment mandate and are
responsible for managing all accounts in accordance with their respective
mandate. The portfolio managers have oversight responsibility for the work done
by the quantitative analysts, including factor research, development and
testing and portfolio construction algorithms. The portfolio managers oversee
the effectiveness of the overall investment process, including stock ranking
and selection, portfolio construction and trading, and review trades before
execution.

Batterymarch's international investment team is led by Charles F. Lovejoy, CFA.
As team leader, he is primarily responsible for the international investment
team's portfolio management.


The following individuals are jointly responsible for the day-to-day management
of ING International SmallCap Multi-Manager Fund's assets allocated to
Batterymarch.


Charles F. Lovejoy, CFA, Director and Senior Portfolio Manager, joined
Batterymarch in 1992 as a portfolio manager and was promoted to director of the
International team in 2006. Mr. Lovejoy has managed the Fund since November
2006. Before joining Batterymarch, Mr. Lovejoy managed international and
emerging markets portfolios for Boston International Advisors and headed the
quantitative research group at Putnam Management Company, with responsibilities
for portfolio management and product development as well as quantitative
research for U.S., international and emerging markets. Former president of the
Boston Security Analysts Society and the Boston Quantitative Discussion Group,
Mr. Lovejoy was also a director of the International Society of Financial
Analysts. He has 26 years of investment experience.

Christopher W. Floyd, CFA, Portfolio Manager, joined Batterymarch in 2000 as a
quantitative analyst and became a portfolio manager in 2003. Mr. Floyd has
managed the Fund since November 2006. Prior to Batterymarch, Mr. Floyd held
responsibilities at Cigna Investment Management, Urban & Associates, Inc. and
Bay State Federal Savings Bank. He has 8 years of investment experience.

SCHRODERS INVESTMENT MANAGEMENT NORTH AMERICA, INC.


Schroders Investment Management North America Inc. ("Schroders") or
("Sub-Adviser"), has been a registered investment adviser, together with its
predecessor, since 1968, and is a part of a worldwide group of financial
services companies. Schroders currently serves as an investment adviser to
other mutual funds and a broad range of institutional investors. As of
September 30, 2007, Schroders, together with its affiliated companies, managed
approximately $280 billion in assets. The day-to-day investment decisions for
the Fund are made by Schroder Investment Management North American Limited
("Schroder Limited"), which serves as a sub-sub-adviser to the Fund. Schroders
plc, organized in 1804 is the ultimate parent company of Schroders and
Schroders Limited. Schroders Limited is located at 31 Gresham Street, London
EC2V 7QA, England.


The following individual is primarily responsible for the day-to-day management
of the Schroder portion of ING International SmallCap Multi-Manager Fund.

Matthew Dobbs, Portfolio Manager, has managed the Fund since December 2007. Mr.
Dobbs joined Schroders in 1981 and is Head of Global Small Cap Equities for
Schroder plc and Schroder Ltd and a member of the Global/EAFE equity team.

76    Management of the Funds


ADVISER AND SUB-ADVISERS                    MANAGEMENT OF THE FUNDS
--------------------------------------------------------------------

ING GLOBAL VALUE CHOICE FUND AND ING INTERNATIONAL VALUE CHOICE FUND

TRADEWINDS GLOBAL INVESTORS, LLC

Tradewinds Global Investors, LLC ("Tradewinds" or "Sub-Adviser"), a Delaware
limited liability corporation, serves as Sub-Adviser to ING Global Value Choice
Fund and ING International Value Choice Fund. Tradewinds is responsible for
managing the assets of the Fund in accordance with the Fund's investment
objective and policies, subject to oversight by ING Investments and the Fund's
Board.

Tradewinds was established in March 2006, the result of an internal
reorganization of NWQ Investment Management Company, LLC. Both companies
provide access to each other's research analysts. Tradewinds serves
institutions and private clients worldwide. Tradewinds is registered with the
SEC as an investment adviser and is a subsidiary of Nuveen Investments, Inc.
("Nuveen"). On November 13, 2007, Nuveen was acquired by investors led by
Madison Dearborn Partners, LLC ("MDP"). MDP is a private equity firm based in
Chicago, Illinois. Merrill Lynch & Co. and its affiliates ("Merrill Lynch"), as
a significant member of the MDP investor group, is now an "affiliated person"
(as that term is defined in the 1940 Act) of Tradewinds, the ING Global Value
Choice Fund and the ING International Value Choice Fund. As a result, the Funds
are generally prhibited from entering into principal transactions with Merrill
Lynch and are subject to other limitations in transacting with Merrill Lynch.
Tradewinds and the Funds do not believe that any such prohibition or limitation
will have a materially adverse effect on the Funds' ability to pursue their
investment objectives and policies.


As of December 31, 2007, Tradewinds managed approximately $33.3 billion in
assets. The principal address of Tradewinds is 2049 Century Park East, 20th
Floor, Los Angeles, CA 90067.


ING GLOBAL VALUE CHOICE FUND

The following individual is responsible for the day-to-day management of ING
Global Value Choice Fund:

David B. Iben, CFA, Chief Investment Officer & Managing Director, serves on the
Tradewinds Executive Committee and Investment Oversight Committee. Mr. Iben has
managed the Fund since April 2006. He holds the Chartered Financial Analyst
designation and is a member of the CFA Institute and the Los Angeles Society of
Financial Analysts. Previously, Mr. Iben was Managing Director and Portfolio
Manager at NWQ Investment Management Company, LLC and served on the Investment
Oversight Committee from 2000 to 2006.

ING INTERNATIONAL VALUE CHOICE FUND

The following individual is responsible for the day-to-day management of ING
International Value Choice Fund, since its inception:

Paul J. Hechmer, Managing Director & International Portfolio Manager, joined
Tradewinds in March 2006 and serves on the executive committee. Mr. Hechmer has
managed the Fund since February, 2005. Previously, Mr. Hechmer was a Managing
Director & International Portfolio Manager for NWQ Investment Management
Company, LLC from 2001 to 2006.

PERFORMANCE OF SIMILAR INTERNATIONAL VALUE ACCOUNTS MANAGED BY TRADEWINDS

The following tables are designed to show you how a composite of similar
international value investment accounts managed by Tradewinds performed over
various periods in the past.

The Tradewinds International Value Composite ("Tradewinds International Value
Composite") is a composite of the performance of all actual fee-paying, fully
discretionary international value accounts. Each account in the composite
pursues investment objectives, policies and strategies that are substantially
similar to those of ING International Value Choice Fund. Such accounts had at
least $2 million in net assets under management managed by Tradewinds for at
least one month or 90% invested prior to the beginning of a calendar quarter
beginning March 31, 2001. The accounts included in the composite may include
separate accounts, registered mutual funds, private investments funds and other
client accounts.


The following tables show the returns for the Tradewinds International Value
Composite compared with the Morgan Stanley Capital International - Europe,
Australasia and Far East(Reg. TM) Index ("MSCI EAFE(Reg. TM) Index") for the
one-year, three-year, five-year and since inception periods ended December 31,
2007 and on an annual basis as of December 31, of prior years. This information
is designed to demonstrate the historical track record with Tradewinds. It does
not indicate how ING International Value Choice Fund has performed or will
perform in the future. Past performance is not a guarantee of future results.


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                                                   Management of the Funds    77


MANAGEMENT OF THE FUNDS              ADVISER AND SUB-ADVISERS
--------------------------------------------------------------------------------

                          AVERAGE ANNUAL TOTAL RETURNS
                          (AS OF DECEMBER 31, 2007)(1)


                                 TRADEWINDS                   TRADEWINDS
                            INTERNATIONAL VALUE           INTERNATIONAL VALUE
                               COMPOSITE (%)                 COMPOSITE (%)         MSCI EAFE(Reg. TM)
                        (AT MAX SALES CHARGE)(2)(3)     (WITH NO SALES CHARGE)        INDEX(4) (%)
                       -----------------------------   ------------------------   -------------------
 One Year                             5.18%                        11.60%                  11.17%
 Three Years                         13.88%                        16.15%                  16.83%
 Five Years                          23.92%                        25.40%                  21.59%
 Since Inception
   (3/31/01)(5)                      16.03%                        17.05%                  11.09%


                              ANNUAL TOTAL RETURNS
                        (AS OF DECEMBER 31 OF EACH YEAR)


                                  TRADEWINDS
                             INTERNATIONAL VALUE
                                COMPOSITE (%)            MSCI EAFE(Reg. TM)
                          (WITH NO SALES CHARGE)(3)         INDEX(4) (%)
                         ---------------------------    -------------------
 2007                                   11.60%                    11.17%
 2006                                   21.62%                    26.34%
 2005                                   15.31%                    13.54%
 2004                                   31.42%                    20.25%
 2003                                   45.59%                    38.59%
 2002                                   (0.58)%                  (15.94)%
 2001
    (3/31/01)(5)                        (2.91)%                   (8.96)%


(1)   Prior to 1/1/04, the Tradewinds International Value Composite included
      accounts under $2 million.

(2)   Reflects the deduction of the maximum applicable Class A sales charge of
      5.75%.

(3)   Performance results from March 31, 2001 to February 28, 2006, represent
      the performance of the previous sub-adviser, NWQ Investment Management
      Company, LLC, Tradewinds' affiliate. The Portfolio Manager responsible
      for managing ING International Value Choice Fund was with the previous
      sub-adviser from March 31, 2001 to February 28, 2006.

(4)   The MSCI EAFE(Reg. TM) Index is an unmanaged index that measures the
      performance of securities listed on exchanges in markets in Europe,
      Australasia, and the Far East. It includes the reinvestment of dividends
      and distributions net of withholding taxes, but does not reflect fees,
      brokerage commissions or other expenses of investing.

(5)   Index return for the MSCI EAFE(Reg. TM) Index is for the period beginning
      April 1, 2001.


The performance in the first column of the "Average Annual Total Returns" table
has been adjusted to reflect the the maximum Class A sales charge. The
performance reflected in the composite was calculated differently than the
method used for calculating Fund performance pursuant to SEC guidelines.

The net annual total returns for the Tradewinds International Value Composite
were calculated on an asset-weighted, total return basis, including
reinvestment of all dividends, interest and income, realized and unrealized
gains or losses, brokerage commissions and execution costs, advisory and
custodial fees, and any applicable foreign withholding taxes, without provision
for federal and state income taxes, if any. The first column of performance
numbers under the Average Annual Total Returns table reflects the deduction of
the maximum front-end sales charge of the Class A shares of ING International
Value Choice Fund (5.75%) from a hypothetical investment made in the first year
of the one-year, three-year, five-year and since inception periods,
respectively. The Annual Total Returns table for the Tradewinds International
Value Composite does not reflect the deduction of any sales loads, which would
have reduced those performance numbers. The accounts in the Tradewinds
International Value Composite do not pay the same expenses that mutual funds
pay and are not subject to the diversification rules, tax restrictions and
investment limits under the 1940 Act or Subchapter M of the Code. Consequently,
the performance results for the Tradewinds International Value Composite would
have been adversely affected if the institutional private accounts included in
the Tradewinds International Value Composite had been subject to these expense
and may have been adversely affected if the institutional private accounts
included in the Tradewinds International Value Composite had been regulated as
investment companies under the federal securities laws. The aggregate returns
of the accounts in the Tradewinds International Value Composite may not reflect
the returns of any particular account managed by Tradewinds.


ADDITIONAL INFORMATION REGARDING PORTFOLIO MANAGERS

The SAI provides additional information about each portfolio manager's
compensation, other accounts managed by each portfolio manager and each
portfolio manager's ownership of securities in the Funds.

78    Management of the Funds


MORE                                         INFORMATION ABOUT RISKS
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All mutual funds involve risk - some more than others - and there is always the
chance that you could lose money or not earn as much as you hope. The Fund's
risk profile is largely a factor of the principal securities in which it
invests and investment techniques that it uses. The following pages discuss the
risks associated with certain of the types of securities in which the Funds may
invest and certain of the investment practices that the Funds may use. For more
information about these and other types of securities and investment techniques
that may be used by the Funds, see the SAI.


Many of the investment techniques and strategies discussed in this Prospectus
and in the SAI are discretionary which means that the Adviser or Sub-Adviser
can decide whether to use them or not. The Funds named below may invest in
these securities or use these techniques as part of the Funds' principal
investment strategies. However, the Adviser or Sub-Adviser may also use these
investment techniques or make investments in securities that are not a part of
the Fund's principal investment strategies.

PRINCIPAL RISKS

The discussions below identify the Funds that engage in the described strategy
as a principal strategy. For these Funds, the risk associated with the strategy
is a principal risk. Other Funds may engage, to a lesser extent, in these
strategies, and when so engaged are subject to the attendant risks. Please see
the SAI for a further discussion of the principal and other investment
strategies employed by each Fund.


ADDITIONAL RISK OF INVESTING IN ING GREATER CHINA FUND. There can be no
assurance that certain of the companies in which the Fund may invest will not
have dealings with countries identified by the U.S. State Department as state
sponsors of terrorism or countries subject to sanctions administered by the
U.S. Treasury Department's Office of Financial Assets Control. Any such company
may suffer damage to its business or reputation that may negatively affect its
share price.

Invetments in Hong Kong or Taiwan could be adversely affected by their
political and economic relationship with China. In addition, the willingness of
the Chinese government to support the Chinese and Hong Kong economies and
markets is uncertain, and changes in government policy could significantly
affect the markets in both Hong Kong and China. A small number of companies and
industries represent a large portion of the Greater China market as a whole.
Consequently, the Fund may experience greater price volatility and
significantly lower liquidity than a portfolio invested solely in equity
securities of U.S. issuers. In addition, currency issues and economic
competition also can significantly affect economic growth in Hong Kong, Taiwan
and China, and the Taiwanese economy can be significantly affected by the
security threats from the People's Republic of China.


BORROWING (ING GLOBAL BOND FUND). Borrowing may exaggerate the effect of any
increase or decrease in the value of portfolio securities or the NAV of the
Fund, and money borrowed will be subject to interest costs. Interest costs on
borrowings may fluctuate with changing market rates of interest and may
partially offset or exceed the return earned on borrowed funds. Under adverse
market conditions, the Fund might have to sell portfolio securities to meet
interest or principal payments at a time when fundamental investment
considerations would not favor such sales.

COMMODITIES (ING GLOBAL NATURAL RESOURCES FUND). Commodity prices fluctuate for
several reasons, including changes in market and economic conditions, the
impact of weather on demand, levels of domestic production and imported
commodities, energy conservation, domestic and foreign governmental regulation
and taxation and the availability of local, intrastate and interstate
transportation systems. Volatility of commodity prices, which may lead to a
reduction in production or supply, may also negatively impact the performance
of companies in natural resources industries that are solely involved in the
transportation, processing, storing, distribution or marketing of commodities.
Volatility of commodity prices may also make it more difficult for companies in
natural resources industries to raise capital to the extent the market
perceives that their performance may be directly or indirectly tied to
commodity prices.


CONCENTRATION (ING GLOBAL NATURAL RESOURCES FUND, ING GLOBAL REAL ESTATE FUND,
ING ASIA-PACIFIC REAL ESTATE FUND, ING EUROPEAN REAL ESTATE FUND AND ING
INTERNATIONAL REAL ESTATE FUND). The Funds concentrate (for purposes of the
1940 Act) their assets in securities related to a particular industry, which
means that at least 25% of its net assets will be invested in that particular
industry at all times. As a result, each Fund may be subject to greater market
fluctuation than a fund which has securities representing a broader range of
investment alternatives.

CONVERTIBLE SECURITIES (ALL FUNDS EXCEPT ING GLOBAL NATURAL RESOURCES FUND, ING
GLOBAL REAL ESTATE FUND, ING ASIA-PACIFIC REAL ESTATE FUND, ING DISCIPLINED
INTERNATIONAL SMALLCAP FUND, ING EUROPEAN REAL ESTATE FUND, ING INTERNATIONAL
REAL ESTATE FUND AND ING GLOBAL BOND FUND). The price of a convertible security
will normally fluctuate in some proportion to changes in the price of the
underlying equity security and as such, is subject to risks relating to the
activities of the issuer and general market and economic conditions. The income
component of convertible securities causes fluctuations based upon changes in
interest rates and the credit quality of the issuer. Convertible securities are
often lower rated securities. A Fund may be required to redeem or convert a
convertible security before the holder would otherwise choose.


CORPORATE DEBT SECURITIES (ING GLOBAL NATURAL RESOURCES FUND, ING FOREIGN FUND,
ING GREATER CHINA FUND, ING INTERNATIONAL CAPITAL APPRECIATION FUND, ING
INTERNATIONAL GROWTH OPPORTUNITIES FUND, ING RUSSIA FUND, ING EMERGING MARKETS
FIXED INCOME FUND AND ING GLOBAL BOND FUND). Corporate debt securities are
subject to the risk of the issuer's inability to meet principal and interest
payments on the obligation and may also be subject to price volatility due to
such factors as interest rate sensitivity, market perception of the
credit-worthiness of the issuer and general market liquidity. When interest
rates decline, the value of a Fund's debt securities can be expected to rise,
and

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                                              More Information About Risks    79


MORE INFORMATION ABOUT RISKS
--------------------------------------------------------------------------------

when interest rates rise, the value of those securities can be expected to
decline. Debt securities with longer maturities tend to be more sensitive to
interest rate movements than those with shorter maturities.

One measure of risk for fixed-income securities is duration. Duration is one of
the tools used by a portfolio manager in selection of fixed-income securities.
Historically, the maturity of a bond was used as a proxy for the sensitivity of
a bond's price to changes in interest rates, otherwise known as a bond's
"interest rate risk" or "volatility". According to this measure, the longer the
maturity of a bond, the more its price will change for a given change in market
interest rates. However, this method ignores the amount and timing of all cash
flows from the bond prior to final maturity. Duration is a measure of the
average life of a bond on a present value basis, which was developed to
incorporate a bond's yield, coupons, final maturity and call features into one
measure. For point of reference, the duration of a noncallable 7% coupon bond
with a remaining maturity of 5 years is approximately 4.5 years, and the
duration of a noncallable 7% coupon bond with a remaining maturity of 10 years
is approximately 8 years. Material changes in interest rates may impact the
duration calculation.

DERIVATIVES (ING GLOBAL NATURAL RESOURCES FUND, ING GLOBAL VALUE CHOICE FUND,
ING DISCIPLINED INTERNATIONAL SMALLCAP FUND, ING FOREIGN FUND, ING GREATER
CHINA FUND, ING INDEX PLUS INTERNATIONAL EQUITY FUND, ING INTERNATIONAL GROWTH
OPPORTUNITIES FUND, ING INTERNATIONAL SMALLCAP MULTI-MANAGER FUND, ING
INTERNATIONAL VALUE CHOICE FUND, ING EMERGING MARKETS FIXED INCOME FUND AND ING
GLOBAL BOND FUND). Generally, derivatives can be characterized as financial
instruments whose performance is derived, at least in part, from the
performance of an underlying asset or assets. Some derivatives are
sophisticated instruments that typically involve a small investment of cash
relative to the magnitude of risks assumed. These may include swap agreements,
options, forwards and futures. Derivative securities are subject to market risk
which could be significant for those that have a leveraging effect. Not all of
the Funds invest in these types of derivatives, so please check the description
of each Fund's policies. Derivatives are also subject to credit risks related
to the counterparty's ability to perform and any deterioration in the
counterparty's creditworthiness could adversely affect the instrument. In
addition, derivatives and their underlying securities may experience periods of
illiquidity which could cause a Fund to hold a security it might otherwise sell
or could force the sale of a security at inopportune times or for prices that
do not reflect current market value. A risk of using derivatives is that the
Adviser or Sub-Adviser might imperfectly judge the market's direction. For
instance, if a derivative is used as a hedge to offset investment risk in
another security, the hedge might not correlate to the market's movements and
may have unexpected or undesired results such as a loss or a reduction in
gains.

EMERGING MARKETS INVESTMENTS (ALL FUNDS EXCEPT ING INDEX PLUS INTERNATIONAL
EQUITY FUND). Because of less developed markets and economies and, in some
countries, less mature governments and governmental institutions, the risks of
investing in foreign securities can be intensified in the case of investments
in issuers domiciled or doing substantial business in countries with an
emerging securities market. These risks include: high concentration of market
capitalization and trading volume in a small number of issuers representing a
limited number of industries, as well as a high concentration of investors and
financial intermediaries; political and social uncertainties; over-dependence
on exports, especially with respect to primary commodities, making these
economies vulnerable to changes in commodity prices; overburdened
infrastructure and obsolete or unseasoned financial systems; environmental
problems; less developed legal systems; and less reliable custodial services
and settlement practices.

FOREIGN SECURITIES (ALL FUNDS). There are certain risks in owning foreign
securities, including those resulting from: fluctuations in currency exchange
rates; devaluation of currencies; political or economic developments and the
possible imposition of currency exchange blockages or other foreign
governmental laws or restrictions; reduced availability of public information
concerning issuers; accounting, auditing and financial reporting standards or
other regulatory practices and requirements that are not uniform when compared
to those applicable to domestic companies; settlement and clearance procedures
in some countries that may not be reliable and can result in delays in
settlement; higher transaction and custody expenses than for domestic
securities; and limitations on foreign ownership of equity securities. Also,
securities of many foreign companies may be less liquid and the prices more
volatile than those of domestic companies. With certain foreign countries,
there is the possibility of expropriation, nationalization, confiscatory
taxation and limitations on the use or removal of assets of the Funds,
including the withholding of dividends.

Each Fund may enter into foreign currency transactions either on a spot or cash
basis at prevailing rates or through forward foreign currency exchange
contracts in order to have the necessary currencies to settle transactions, to
help protect Fund assets against adverse changes in foreign currency exchange
rates, or to provide exposure to a foreign currency commensurate with the
exposure to securities from that country. Such efforts could limit potential
gains that might result from a relative increase in the value of such
currencies, and might, in certain cases result in losses to the Fund. The risks
of investing in foreign securities may be greater for emerging market
investments.

ADRs, EDRs, GDRs and IDRs (collectively, "depositary receipts") are viewed as
investments in the underlying securities which they represent, and therefore
are subject to the risks of foreign investments. Even when denominated in U.S.
dollars, depositary receipts are subject to currency risk if the underlying
security is denominated in a foreign currency. There can be no assurance that
the price of depositary receipts will always track the price of the underlying
foreign security.

80    More Information About Risks


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GEOGRAPHIC CONCENTRATION (ING ASIA-PACIFIC REAL ESTATE FUND, ING EUROPEAN REAL
ESTATE FUND, ING GREATER CHINA FUND AND ING RUSSIA FUND). A Fund may invest a
substantial amount of its assets in issuers located in a single country or a
limited number of countries. If a Fund focuses its investments in this manner,
it assumes the risk that economic, political and social conditions in those
countries will have a significant impact on its investment performance. A
Fund's investment performance may also be more volatile if it focuses its
investments in certain countries, especially emerging market countries.

To the extent that a Fund invests significantly in one geographic region or
country, the Fund may be more sensitive to economic and other factors in that
geographic region or country than a more geographically diversified fund.


HIGH-YIELD, LOWER-GRADE DEBT SECURITIES (ING FOREIGN FUND, ING RUSSIA FUND, ING
EMERGING MARKETS FIXED INCOME FUND AND ING GLOBAL BOND FUND). Investments in
high-yield debt securities generally provide greater income and increased
opportunity for capital appreciation than investments in higher quality debt
securities, but they also typically entail greater potential price volatility
and principal and income risk. High-yield debt securities are not considered
investment grade, and are regarded as predominantly speculative with respect to
the issuing company's continuing ability to meet principal and interest
payments. The prices of high-yield debt securities have been found to be less
sensitive to interest rate changes than higher-rated investments, but more
sensitive to adverse economic downturns or individual corporate developments.
High-yield debt securities structured as zero-coupon or pay-in-kind securities
tend to be more volatile. The secondary market in which high-yield debt
securities are traded is generally less liquid than the market for higher grade
bonds. At times of less liquidity, it may be more difficult to value high-yield
debt securities.


INITIAL PUBLIC OFFERINGS ("IPO'S") (ING ASIA-PACIFIC REAL ESTATE FUND, ING
EUROPEAN REAL ESTATE FUND AND ING GREATER CHINA FUND). IPOs and offerings by
companies that have recently gone public have the potential to produce
substantial gains for a Fund. However, there is no assurance that a Fund will
have access to profitable IPOs. Stocks of some newly-public companies may
decline shortly after the initial public offerings.

MORTGAGE-RELATED SECURITIES (ING GLOBAL BOND FUND). Although mortgage loans
underlying a mortgage-backed security may have maturities of up to 30 years,
the actual average life of a mortgage-backed security typically will be
substantially less because the mortgages will be subject to normal principal
amortization and may be prepaid prior to maturity. Like other fixed-income
securities, when interest rates rise, the value of a mortgage-backed security
generally will decline; however, when interest rates are declining, the value
of mortgage-backed securities with prepayment features may not increase as much
as other fixed-income securities. The rate of prepayments on underlying
mortgages will affect the price and volatility of a mortgage-related security,
and may have the effect of shortening or extending the effective maturity of
the security beyond what was anticipated at the time of the purchase.
Unanticipated rates of prepayment on underlying mortgages can be expected to
increase the volatility of such securities. In addition, the value of these
securities may fluctuate in response to the market's perception of the
creditworthiness of the issuers of mortgage-related securities owned by a Fund.
Additionally, although mortgages and mortgage-related securities are generally
supported by some form of government or private guarantee and/or insurance,
there is no assurance that private guarantors or insurers will be able to meet
their obligations, and thus, are subject to risk of default.


NON-DIVERSIFIED INVESTMENT COMPANY (ING GLOBAL NATURAL RESOURCES FUND, ING
GLOBAL REAL ESTATE FUND, ING ASIA-PACIFIC REAL ESTATE FUND, ING DISCIPLINED
INTERNATIONAL SMALLCAP FUND, ING EUROPEAN REAL ESTATE FUND, ING GREATER CHINA
FUND, ING INTERNATIONAL REAL ESTATE FUND, ING RUSSIA FUND, ING EMERGING MARKETS
FIXED INCOME FUND AND ING GLOBAL BOND FUND). The Funds are classified as
non-diversified investment companies under the 1940 Act, which means that each
Fund is not limited by the 1940 Act in the proportion of its assets that it may
invest in the obligations of a single issuer. Declines in the value of that
single company can significantly impact the value of a Fund. The investment of
a large percentage of a Fund's assets in the securities of a small number of
issuers may cause a Fund's share price to fluctuate more than that of a
diversified investment company. Conversely, even though classified as
non-diversified, a Fund may actually maintain a portfolio that is diversified
with a large number of issuers. In such an event, a Fund would benefit less
from appreciation in a single corporate issuer than if it had greater exposure
to that issuer.

OTHER INVESTMENT COMPANIES (ALL FUNDS). Each Fund may invest in other
investment companies to the extent permitted by the 1940 Act and the rules
thereunder. These may include exchange-traded funds ("ETFs") and Holding
Company Depositary Receipts ("HOLDRs"), among others. ETFs are exchange traded
investment companies that are designed to provide investment results
corresponding to an equity index and include, among others, Standard & Poor's
Depository Receipts ("SPDRs"), PowerShares QQQTM ("QQQQ"), Dow Jones Industrial
Average Tracking Stocks ("Diamonds") and iShares exchange-traded funds
("iShares"). The main risk of investing in other investment companies
(including ETFs) is that the value of the underlying securities held by the
investment company might decrease. The value of the underlying securities can
fluctuate in response to activities of individual companies or in response to
general market and/or economic conditions. Because a Fund may invest in other
investment companies, you will pay a proportionate share of the expenses of
that other investment company (including management fees, administration fees
and custodial fees). Additional risks of investments in ETFs include: (i) an
active trading market for an ETF's shares may not develop or be maintained or
(ii) trading may be halted if the listing exchange's officials deem such action
appropriate, the shares are delisted from the exchange, or the activation of
market-wide "circuit breakers" (which are tied to large decreases in stock
prices) halts


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trading generally. Because HOLDRs concentrate in the stocks of a particular
industry, trends in that industry may have a dramatic impact on their value.

To seek to achieve a return on uninvested cash or for other reasons, a Fund may
invest its assets in ING Institutional Prime Money Market Fund and/or one or
more other money market funds advised by ING affiliates ("ING Money Market
Funds"). A Fund's purchase of shares of an ING Money Market Fund will result in
the Fund paying a proportionate share of the expenses of the ING Money Market
Fund. The Fund's Adviser will waive its fee in an amount equal to the advisory
fee received by the adviser of the ING Money Market Fund in which the Fund
invests resulting from the Fund's investment into the ING Money Market Fund.

REAL ESTATE SECURITIES (ING GLOBAL REAL ESTATE FUND, ING ASIA-PACIFIC REAL
ESTATE FUND, ING EUROPEAN REAL ESTATE FUND AND ING INTERNATIONAL REAL ESTATE
FUND). Investments in issuers that are primarily engaged in real estate,
including real estate investment trusts ("REITs"), may subject a Fund to risks
similar to those associated with the direct ownership of real estate (in
addition to securities market risks). These companies are sensitive to factors
such as changes in real estate values and property taxes, interest rates, cash
flow of underlying real estate assets, supply and demand, and the management
skill and creditworthiness of the issuer. REITs may also be affected by tax and
regulatory requirements.

RESTRICTED AND ILLIQUID SECURITIES (ING GREATER CHINA FUND, ING RUSSIA FUND AND
ING EMERGING MARKETS FIXED INCOME FUND). If a security is illiquid, a Fund
might be unable to sell the security at a time when the Adviser or Sub-Adviser
might wish to sell, and the security could have the effect of decreasing the
overall level of a Fund's liquidity. Further, the lack of an established
secondary market may make it more difficult to value illiquid securities, which
could vary from the amount a Fund could realize upon disposition. Restricted
securities, i.e., securities subject to legal or contractual restrictions on
resale, may be illiquid. However, some restricted securities may be treated as
liquid, although they may be less liquid than registered securities traded on
established secondary markets.

REVERSE REPURCHASE AGREEMENTS AND DOLLAR ROLLS (ING GLOBAL BOND FUND). A
reverse repurchase agreement or dollar roll involves the sale of a security,
with an agreement to repurchase the same or substantially similar securities at
an agreed upon price and date. Whether such a transaction produces a gain for
the Fund depends upon the costs of the agreements and the income and gains of
the securities purchased with the proceeds received from the sale of the
security. If the income and gains on the securities purchased fail to exceed
the costs, the Fund's NAV will decline faster than otherwise would be the case.
Reverse repurchase agreements and dollar rolls, as leveraging techniques, may
increase the Fund's yield; however, such transactions also increase the Fund's
risk to capital and may result in a shareholder's loss of principal.

RULE 144A SECURITIES (ING GLOBAL VALUE CHOICE FUND, ING GREATER CHINA FUND AND
ING INTERNATIONAL VALUE CHOICE FUND). Rule 144A securities are securities that
are not registered but which are bought and sold solely by institutional
investors. A Fund considers Rule 144A securities to be "liquid" although the
market for such securities typically is less active than public securities
markets.

SMALL- AND MID-CAPITALIZATION COMPANIES (ALL FUNDS EXCEPT ING EMERGING MARKETS
FIXED INCOME FUND). Investments in small- and mid-capitalization companies
involve greater risk than is customarily associated with larger, more
established companies due to the greater business risks of small size, limited
markets and financial resources, narrow product lines and the frequent lack of
depth of management. The securities of smaller companies are often traded
over-the-counter and may not be traded in volumes typical on a national
securities exchange. Consequently, the securities of smaller companies may have
limited market stability and may be subject to more abrupt or erratic market
movements than securities of larger, more established companies or the market
averages in general.


INABILITY TO SELL SECURITIES (ALL FUNDS). Certain securities generally trade in
lower volume and may be less liquid than securities of large established
companies. These less liquid securities could include securities of small and
mid-size U.S. companies, high-yield securities, convertible securities, unrated
debt and convertible securities, securities that originate from small offerings
and foreign securities, particularly those from companies in countries with an
emerging securities market. A Fund could lose money if it cannot sell a
security at the time and price that would be most beneficial to the Fund.

LENDING PORTFOLIO SECURITIES (ALL FUNDS). In order to generate additional
income, a Fund may lend portfolio securities in an amount up to 331/3% or 30%,
depending on the Fund, of Fund assets to broker-dealers, major banks, or other
recognized domestic institutional borrowers of securities. When a Fund lends
its securities, it is responsible for investing the cash collateral it receives
from the borrower of the securities, and a Fund could incur losses in
connection with the investment of such cash collateral. As with other
extensions of credit, there are risks of delay in recovery or even loss of
rights in the collateral should the borrower default or fail financially.


LEVERAGE RISK (ING GLOBAL BOND FUND). Certain transactions may give rise to a
form of leverage. Such transactions may include, among others, reverse
repurchase agreements, loans of portfolio securities, and the use of
when-issued, delayed delivery or forward commitment transactions. The use of
derivatives may also create leveraging risk. To mitigate leveraging risk, the
Fund will segregate liquid assets or otherwise cover the transactions that may
give rise to such risk. The use of leverage may cause the Fund to liquidate
portfolio positions when it may not be advantageous to do so to satisfy its
obligations or to meet segregation requirements. Leverage, including borrowing,
may

82    More Information About Risks


                            MORE INFORMATION ABOUT RISKS
--------------------------------------------------------------------

cause the Fund to be more volatile than if the Fund had not been leveraged.
This is because leverage tends to exaggerate the effect of any increase or
decrease in the value of the Fund's assets.

PORTFOLIO TURNOVER (ING GLOBAL NATURAL RESOURCES FUND, ING ASIA-PACIFIC REAL
ESTATE FUND, ING DISCIPLINED INTERNATIONAL SMALLCAP FUND, ING EUROPEAN REAL
ESTATE FUND, ING INDEX PLUS INTERNATIONAL EQUITY FUND, ING INTERNATIONAL GROWTH
OPPORTUNITIES FUND, ING INTERNATIONAL REAL ESTATE FUND, ING INTERNATIONAL VALUE
OPPORTUNITIES FUND AND ING GLOBAL BOND FUND). The Funds are generally expected
to engage in frequent and active trading of portfolio securities to achieve
their respective investment objective. A high portfolio turnover rate involves
greater expenses to the Funds, including brokerage commissions and other
transaction costs, which may have an adverse effect on the performance of the
Funds, and is likely to generate more taxable short-term gains for
shareholders.

OTHER RISKS

INDEX STRATEGY. A Fund may use an indexing strategy that does not attempt to
manage market volatility, use defensive strategies or reduce the effects of any
long-term periods of poor stock performance. The correlation between a Fund and
index performance may be affected by the Fund's expenses, and the timing of
purchases and redemptions of a Fund's shares.

INTERESTS IN LOANS. A Fund may invest in participation interests or assignments
in secured variable or floating rate loans which include participation
interests in lease financings. Loans are subject to the credit risk of
nonpayment of principal or interest. Substantial increases in interest rates
may cause an increase in loan defaults. Although the loans will generally be
fully collateralized at the time of acquisition, the collateral may decline in
value, be relatively illiquid, or lose all or substantially all of its value
subsequent to a Fund's investment. Many loans are relatively illiquid and may
be difficult to value.

INVESTMENT BY FUNDS-OF-FUNDS. A Fund's shares may be purchased by other
investment companies, including through fund-of-funds arrangements within the
ING Funds family. In some cases, a Fund may serve as a primary or significant
investment vehicle for a fund-of-funds. From time to time, a Fund may
experience large inflows or redemptions due to allocations or rebalancings by
these funds-of funds. While it is impossible to predict the overall impact of
these transactions over time, there could be adverse effects on portfolio
management. For example, a Fund may be required to sell securities or invest
cash at times when it would not otherwise do so. These transactions could also
increase transaction costs or portfolio turnover. The Adviser or portfolio
manager will monitor transactions by the funds-of funds and will attempt to
minimize any adverse effects on the Portfolio and funds-of-funds as a result of
these transactions. So long as a Fund accepts investments by other investment
companies, it will not purchase securities of other investment companies,
except to the extent permitted by the 1940 Act or under the terms of an
exemptive order granted by the SEC.

MANAGEMENT. Each Fund is subject to management risk because it is an actively
managed investment portfolio. The Adviser, the Sub-Adviser or each individual
portfolio manager will apply investment techniques and risk analyses in making
investment decisions for the Funds, but there can be no guarantee that these
will produce the desired results.

Many sub-advisers of equity funds employ styles that are characterized as
"value" or "growth." However, these terms can have different application by
different managers. One sub-adviser's value approach may be different from
another, and one sub-adviser's growth approach may be different from another.
For example, some value managers employ a style in which they seek to identify
companies that they believe are valued at a more substantial or "deeper
discount" to a company's net worth than other value managers. Therefore, some
funds that are characterized as growth or value can have greater volatility
than other funds managed by other managers in a growth or value style.

PAIRING-OFF TRANSACTIONS. A pairing-off transaction occurs when a Fund commits
to purchase a security at a future date and then the Fund pairs-off the
purchase with a sale of the same security prior to or on the original
settlement date. Whether a pairing-off transaction on a debt security produces
a gain depends on the movement of interest rates. If interest rates increase,
then the money received upon the sale of the same security will be less than
the anticipated amount needed at the time the commitment to purchase the
security at the future date was entered and a Fund will experience a loss.

REPURCHASE AGREEMENTS. Repurchase agreements involve the purchase by a Fund of
a security that the seller has agreed to repurchase at an agreed-upon date and
price. If the seller defaults and the collateral value declines, a Fund might
incur a loss. If the seller declares bankruptcy, a Fund may not be able to sell
the collateral at the desired time.

SHORT SALES. A short sale is the sale by a Fund of a security which has been
borrowed from a third party on the expectation that the market price will drop.
If the price of the security rises, a Fund may have to cover its short position
at a higher price than the short sale price, resulting in a loss.


TEMPORARY DEFENSIVE STRATEGIES. When the Adviser or a Sub-Adviser to a Fund
anticipates unusual market or other conditions, the Fund may temporarily depart
from its principal investment strategies as a defensive measure. To the extent
that a Fund invests defensively, it likely will not achieve capital
appreciation.

U.S. GOVERNMENT SECURITIES AND OBLIGATIONS. Obligations issued by some U.S.
government agencies, authorities, instrumentalities or sponsored enterprises,
such as the Government National Mortgage Association, are backed by the full
faith and credit of the U.S. Treasury while obligations issued by others, such
as the Federal National Mortgage Association, Federal Home Loan Mortgage
Corporation and Federal Home Loan Banks, are backed solely by the entity's own
resources or by the ability of the entity to borrow from the U.S. Treasury. No
assurance can be given that the U.S. government will provide financial support
to U.S. government agencies, authorities, instrumentalities or sponsored
enterprises if it is not obliged to do so by law.

PERCENTAGE AND RATING LIMITATIONS Unless otherwise stated, the percentage and
rating limitations in this Prospectus apply at the time of investment.


[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                                              More Information About Risks    83


DIVIDENDS, DISTRIBUTIONS AND TAXES
--------------------------------------------------------------------------------

DIVIDENDS AND DISTRIBUTIONS
The Funds generally distribute most or all of their net earnings in the form of
dividends and capital gain distributions. Distributions are normally expected
to consist primarily of capital gains.


Each Fund pays dividends and capital gains, if any, annually (except ING Global
Real Estate Fund, ING Global Equity Dividend Fund, ING Asia-Pacific Real Estate
Fund, ING European Real Estate Fund, ING International Equity Dividend Fund and
ING International Real Estate Fund which pay dividends and capital gains, if
any, quarterly).


DIVIDEND REINVESTMENT

Unless you instruct a Fund to pay you dividends in cash, dividends and
distributions paid by a Fund will be reinvested in additional shares of the
Fund. You may, upon written request or by completing the appropriate section of
the Account Application, elect to have all dividends and other distributions
paid on Class A, Class B or Class C shares of a Fund invested in another ING
Fund that offers the same class of shares. If you are a shareholder of ING
Prime Rate Trust, whose shares are not held in a broker or nominee account, you
may, upon written request, elect to have all dividends invested into a
pre-existing Class A Shares account of any open-end ING Fund.

TAXES

The following information is meant as a general summary for U.S. shareholders.
Please see the SAI for additional information. You should rely on your own tax
adviser for advice about the particular federal, state and local tax
consequences to you of investing in a Fund.

Each Fund will distribute all, or substantially all, of its net investment
income and net capital gains to its shareholders each year. Although the Funds
will not be taxed on amounts it distributes, most shareholders will be taxed on
amounts they receive. A particular distribution generally will be taxable as
either ordinary income or long-term capital gains. Except as described below,
it generally does not matter how long you have held your Fund shares or whether
you elect to receive your distributions in cash or reinvest them in additional
Fund shares. For example, if a Fund designates a particular distribution as a
long-term capital gains distribution, it will be taxable to you at your
long-term capital gains rate. Most dividends from the Funds are attributable to
interest and, therefore, do not qualify for the reduced rate of tax that may
apply to certain qualifying dividends on corporate stock, as described below.

Current tax law (which is currently scheduled to apply through 2010) generally
provides for a maximum tax rate for individual taxpayers of 15% on long-term
gains from sales and from certain qualifying dividends on corporate stock.
Although these rate reductions do not apply to corporate taxpayers, such
taxpayers may be entitled to a corporate dividends received deduction with
respect to their share of eligible domestic corporate dividends received by a
Fund. The following are guidelines for how certain distributions by the Funds
are generally taxed to individual taxpayers:

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

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

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

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

o  Distributions of certain long-term gains from depreciable real estate are
   taxed at a minimum rate of 25%.


o  The maximum 15% tax rate for individual taxpayers on long-term capital gains
   and qualifying dividends is currently scheduled to apply through 2010. In
   the absence of further Congressional action, for the calendar years after
   2010, the maximum rate on long-term capital gains for individual taxpayers
   would increase 20% and income from dividends would be taxed at the rates
   applicable to ordinary income.


Dividends declared by a Fund in October, November or December and paid during
the following January may be treated as having been received by shareholders in
the year the distributions were declared.

You will receive an annual statement summarizing your dividend and capital
gains distributions.

If you buy shares of a Fund before it makes a distribution, the distribution
will be taxable to you even though it may actually be a return of a portion of
your investment. This is known as "buying a dividend."

If you invest through a tax-deferred account, such as a retirement plan, you
generally will not have to pay tax on dividends until they are distributed from
the account. These accounts are subject to complex tax rules, and you should
consult your tax adviser about investment through a tax-deferred account.

There may be tax consequences to you if you sell or redeem Fund shares. You
will generally have a capital gain or loss, which will be long-term or
short-term, generally depending on how long you hold those shares. If you
exchange shares, you may be treated as if you sold them. If your tax basis in
your shares exceeds the amount of proceeds you receive from a sale, exchange or
redemption of shares, you will recognize a taxable loss on the sale of shares
of a Fund. Any loss recognized on shares held for six months or less will be
treated as long-term capital loss to the extent of any long-term capital gain
distributions that were received with respect to the shares. Additionally, any
loss

84    Dividends, Distributions and Taxes


                      DIVIDENDS, DISTRIBUTIONS AND TAXES
--------------------------------------------------------------------

realized on a sale, redemption or exchange of shares of a Fund may be
disallowed under "wash sale" rules to the extent the shares disposed of are
replaced with other shares of that Fund within a period of 61 days beginning 30
days before and ending 30 days after shares are disposed of, such as pursuant
to a dividend reinvestment in shares of that Fund. If disallowed, the loss will
be reflected in an adjustment to the tax basis of the shares acquired. You are
responsible for any tax liabilities generated by your transactions.

As with all mutual funds, a Fund may be required to withhold U.S. federal
income tax at the current rate of 28% of all taxable distributions payable to
you if you fail to provide the Fund with your correct taxpayer identification
number or to make required certifications, or if you have been notified by the
IRS that you are subject to backup withholding. Backup withholding is not an
additional tax; rather, it is a way in which the IRS ensures it will collect
taxes otherwise due. Any amounts withheld may be credited against your U.S.
federal income tax liability.

If more than 50% of the value of a Fund's total assets at the close of its
taxable year consists of securities of foreign corporations, that Fund will be
eligible and may elect to treat a proportionate amount of certain foreign taxes
paid by it as a distribution to each shareholder which would permit each
shareholder (1) to credit this amount or (2) to deduct this amount for purposes
of computing its U.S. federal income tax liability. Each Fund will notify you
if it makes this election.

Please note that ING Global Real Estate Fund, ING Asia-Pacific Real Estate
Fund, ING European Real Estate Fund and ING International Real Estate Fund will
be sending you a Form 1099 reflecting the distributions you received in a
particular calendar year at the end of February of the following year, which is
one month later than when most such forms are sent.

Please note that ING Global Natural Resources Fund (like all mutual funds) may
not receive 10% of its income in any taxable year from selling precious metals
or any other physical commodity or from certain other types of non- qualifying
income.

Please see the SAI for further information regarding tax matters.

[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                                        Dividends, Distributions and Taxes    85


FINANCIAL
 HIGHLIGHTS
--------------------------------------------------------------------


Because ING Asia-Pacific Real Estate Fund and ING European Real Estate Fund did
not commence operations as of the fiscal year ended October 31, 2007, financial
highlights are not available.The financial highlights tables on the following
pages are intended to help you understand each Fund's Class A, Class B and/or
Class C shares' financial performance for the past five years or, if shorter,
the period of each class' operations. Certain information reflects financial
results for a single share. The total returns in the tables represent the rate
that an investor would have earned (or lost) on an investment in a share of a
Fund (assuming reinvestment of all dividends and distributions). A report of
the Funds' independent registered public accounting firm, along with the Funds'
financial statements, is included in the Funds' annual shareholder report,
which is incorporated by reference into the SAI and is available upon request.


86  Financial Highlights


FINANCIAL HIGHLIGHTS ING GLOBAL EQUITY DIVIDEND FUND
--------------------------------------------------------------------

The information in the table below has been derived from the Fund's financial
statements, which have been audited by KPMG LLP, an independent registered
public accounting firm.


                                                                               CLASS A                   CLASS A
                                                                  ---------------------------------  --------------
                                                                                                      SEPTEMBER 17,
                                                                              YEAR ENDED               2003(1) TO
                                                                              OCTOBER 31,              OCTOBER 31,
                                                                  ---------------------------------  --------------
                                                                    2007     2006    2005     2004        2003
                                                                  -------  -------  ------  -------  --------------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period                         $      15.76    13.07   12.41    10.49      10.00
Income from investment operations:
Net investment income                                        $       0.54*    0.54    0.47*    0.44       0.02
Net realized and unrealized gain on investments and          $       1.84     2.85    0.92     1.87       0.47
 foreign currency related transactions
Total from investment operations                             $       2.38     3.39    1.39     2.31       0.49
Less distributions from:
Net investment income                                        $       0.55     0.51    0.54     0.39          -
Net realized gains on investments                            $       0.75     0.19    0.19        -          -
Total distributions                                          $       1.30     0.70    0.73     0.39          -
Net asset value, end of period                               $      16.84    15.76   13.07    12.41      10.49
TOTAL RETURN(2)                                              %      15.80    26.56   11.45    22.59       4.90
RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of period (000's)                            $    182,669  108,911  73,186  11,316       4,274
Ratios to average net assets:
Gross expenses prior to expense reimbursement/recoupment(3)  %       1.26     1.27    1.28     3.44       7.00
Net expenses after expense reimbursement/recoupment(3)(4)    %       1.26     1.33    1.40     1.40       1.40
Net investment income after expense                          %       3.31     3.76    3.60     4.39       3.58
 reimbursement/recoupment(3)(4)
Portfolio turnover rate                                      %         36      50       57      60          3



                                                                                             CLASS B
                                                                   ------------------------------------------------------------
                                                                                     YEAR ENDED                     OCTOBER 24,
                                                                                     OCTOBER 31,                    2003(1) TO
                                                                   -----------------------------------------------  OCTOBER 31,
                                                                       2007        2006        2005        2004        2003
                                                                   ----------- ----------- ----------- ----------- ------------

 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of period                        $          15.72       13.05      12.37        10.49      10.31
 Income from investment operations:
 Net investment income                                       $           0.39        0.43       0.37*        0.42       0.00**
 Net realized and unrealized gain on investments and         $           1.86        2.84       0.92         1.82       0.18
  foreign currency related transactions
 Total from investment operations                            $           2.25        3.27       1.29         2.24       0.18
 Less distributions from:
 Net investment income                                       $           0.43        0.41       0.42         0.36          -
 Net realized gains on investments                           $           0.75        0.19       0.19           -           -
 Total distributions                                         $           1.18        0.60       0.61         0.36          -
 Net asset value, end of period                              $          16.79       15.72      13.05        12.37      10.49
 TOTAL RETURN(2)                                             %          14.94       25.55      10.65        21.92       1.75
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of period (000's)                           $         58,093      44,936     28,811        3,303         12
 Ratios to average net assets:
 Gross expenses prior to expense reimbursement/recoupment(3) %           2.01        2.02       2.03         4.19       7.75
 Net expenses after expense reimbursement/recoupment(3)(4)   %           2.01        2.08       2.15         2.15       2.15
 Net investment income (loss) after expense                  %           2.53        3.05       2.83         4.03      (0.67)
  reimbursement/recoupment(3)(4)
 Portfolio turnover rate                                     %            36          50          57          60           3


[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                                             ING Global Equity Dividend Fund  87


ING GLOBAL EQUITY DIVIDEND FUND - (CONTINUED)              FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------


                                                                                              CLASS C
                                                                   -------------------------------------------------------------
                                                                                      YEAR ENDED                     OCTOBER 29,
                                                                                     OCTOBER 31,                     2003(1) TO
                                                                   ------------------------------------------------  OCTOBER 31,
                                                                       2007         2006        2005        2004        2003
                                                                   ------------ ----------- ----------- ----------- ------------

 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of period                        $           15.69       13.02      12.37        10.48      10.44
 Income from investment operations:
 Net investment income                                       $            0.39        0.43       0.37*        0.39       0.00**
 Net realized and unrealized gain on investments and         $            1.86        2.84       0.90         1.86       0.04
  foreign currency related transactions
 Total from investment operations                            $            2.25        3.27       1.27         2.25       0.04
 Less distributions from:
 Net investment income                                       $            0.44        0.41       0.43         0.36          -
 Net realized gains on investments                           $            0.75        0.19       0.19           -           -
 Total distributions                                         $            1.19        0.60       0.62         0.36          -
 Net asset value, end of period                              $           16.75       15.69      13.02        12.37      10.48
 TOTAL RETURN(2)                                             %           14.94       25.62      10.51        21.99       0.38
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of period (000's)                           $         124,765      77,426     48,965        3,655         19
 Ratios to average net assets:
 Gross expenses prior to expense reimbursement/recoupment(3) %            2.01        2.02       2.03         4.19       7.75
 Net expenses after expense reimbursement/recoupment(3)(4)   %            2.01        2.08       2.15         2.15       2.15
 Net investment income (loss) after expense                  %            2.54        3.03       2.82         3.99      (0.88)
  reimbursement/recoupment(3)(4)
 Portfolio turnover rate                                     %             36          50          57          60           3


--------------------------------------------------------------------------------

(1)   Commencement of operations.

(2)   Total return is calculated assuming reinvestment of all dividends and
      capital gain distributions at net asset value and excluding the deduction
      of sales charges. Total return for less than one year is not annualized.

(3)   Annualized for periods less than one year.

(4)   The Adviser has agreed to limit expenses (excluding interest, taxes,
      brokerage and extraordinary expenses), subject to possible recoupment by
      ING Investments within three years of being incurred.


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

**    Amount is less than $0.005.


88  ING Global Equity Dividend Fund



FINANCIAL HIGHLIGHTS ING GLOBAL NATURAL RESOURCES FUND
--------------------------------------------------------------------


The information in the table below has been derived from the Fund's financial
statements, which have been audited by KPMG LLP, an independent registered
public accounting firm.


                                                                                       CLASS A
                                                            --------------------------------------------------------------
                                                                                YEAR ENDED OCTOBER 31,
                                                            --------------------------------------------------------------
                                                                2007         2006         2005        2004        2003
                                                            ------------ ------------ ----------- ----------- ------------

 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of year                   $           10.46         7.34        7.09        6.94         4.40
 Income (loss) from investment operations:
 Net investment loss                                  $          (0.03)       (0.06)      (0.06)      (0.05)       (0.02)
 Net realized and unrealized gain on investments and  $            4.36         3.20        0.54        0.20         2.56
  foreign currency related transactions
 Total from investment operations                     $            4.33         3.14        0.48        0.15         2.54
 Less distributions from:
 Net investment income                                $            0.26         0.02        0.23          -            -
 Net realized gains on investments                    $            0.35           -           -           -            -
 Total distributions                                  $            0.61         0.02        0.23          -            -
 Net asset value, end of year                         $           14.18        10.46        7.34        7.09         6.94
 TOTAL RETURN(1)                                      %           43.22        42.76        6.81        2.16        57.73
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of year (000's)                      $         157,367      121,112      87,441      91,756      101,696
 Ratios to average net assets:
 Expenses                                             %           1.44+         1.42        1.56        1.44         1.57
 Net investment loss                                  %         ( 0.28)      ( 0.61)     ( 0.77)     ( 0.69)      ( 0.36)
 Portfolio turnover rate                              %            121          158          78          77           94


--------------------------------------------------------------------------------

(1)   Total return is calculated assuming reinvestment of all dividends and
      capital gain distributions at net asset value and excluding the deduction
      of sales charges.


+     Impact of waiving the advisory fee for the ING Institutional Prime Money
      Market Fund holding has less than 0.01% impact on the expense ratio.


[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                                           ING Global Natural Resources Fund  89


ING GLOBAL REAL ESTATE FUND                                FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------

The information in the table below has been derived from the Fund's financial
statements, which have been audited by KPMG LLP, an independent registered
public accounting firm.


                                                                                              CLASS A
                                                                 ------------------------------------------------------------------
                                                                                             YEAR ENDED
                                                                                            OCTOBER 31,
                                                                 ------------------------------------------------------------------
                                                                      2007          2006          2005          2004        2003
                                                                 -------------- ------------ -------------- ----------- -----------

 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of year                         $           22.23        17.14        15.40          13.06       10.40
 Income from investment operations:
 Net investment income                                      $            0.22*        0.20*        0.26*+         0.27        0.57
 Net realized and unrealized gain on investments and        $            3.13         6.41        2.94 +          3.26        2.79
  foreign currency related transactions
 Total from investment operations                           $            3.35         6.61         3.20           3.53        3.36
 Less distributions from:
 Net investment income                                      $            1.08         0.46         0.54           0.43        0.54
 Net realized gains on investments                          $            0.31         1.06         0.92           0.76        0.16
 Total distributions                                        $            1.39         1.52         1.46           1.19        0.70
 Net asset value, end of year                               $           24.19        22.23        17.14          15.40       13.06
 TOTAL RETURN(1)                                            %           15.44        41.09        21.95          28.90       33.77
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of year (000's)                            $       1,115,493      467,405       138,314       95,561      41,549
 Ratios to average net assets:
 Gross expenses prior to expense reimbursement/recoupment   %            1.30         1.39         1.50           1.55        1.95
 Net expenses after expense reimbursement/recoupment(2)     %            1.30         1.39         1.59           1.75        1.75
 Net investment income after expense                        %            0.96         1.04        1.58 +          2.55        5.14
  reimbursement/recoupment(2)
 Portfolio turnover rate                                    %              57           39           91           129         124



                                                                                           CLASS B
                                                                 ------------------------------------------------------------
                                                                                          YEAR ENDED
                                                                                         OCTOBER 31,
                                                                 ------------------------------------------------------------
                                                                     2007        2006         2005         2004       2003
                                                                 ----------- ----------- ------------- ----------- ----------

 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of year                         $        19.20       15.01        13.67         11.74       9.43
 Income from investment operations:
 Net investment income                                      $         0.04*       0.05*        0.12*+        0.14       0.48
 Net realized and unrealized gain on investments and        $         2.69        5.56        2.59 +         2.90       2.47
  foreign currency related transactions
 Total from investment operations                           $         2.73        5.61         2.71          3.04       2.95
 Less distributions from:
 Net investment income                                      $         0.95        0.36         0.45          0.35       0.48
 Net realized gains on investments                          $         0.31        1.06         0.92          0.76       0.16
 Total distributions                                        $         1.26        1.42         1.37          1.11       0.64
 Net asset value, end of year                               $        20.67       19.20        15.01         13.67      11.74
 TOTAL RETURN(1)                                            %        14.59       40.04        21.05         27.89      32.83
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of year (000's)                            $       57,837      31,677       12,302        4,736      1,506
 Ratios to average net assets:
 Gross expenses prior to expense reimbursement/recoupment   %         2.05        2.14         2.25          2.30       2.70
 Net expenses after expense reimbursement/recoupment(2)     %         2.05        2.14         2.34          2.50       2.50
 Net investment income after expense                        %         0.22        0.31        0.79 +         1.78       4.44
  reimbursement/recoupment(2)
 Portfolio turnover rate                                    %           57          39           91          129        124


90  ING Global Real Estate Fund



FINANCIAL HIGHLIGHTS ING GLOBAL REAL ESTATE FUND - (CONTINUED)
--------------------------------------------------------------------



                                                                                            CLASS C
                                                                 --------------------------------------------------------------
                                                                                           YEAR ENDED
                                                                                          OCTOBER 31,
                                                                 --------------------------------------------------------------
                                                                     2007         2006          2005         2004       2003
                                                                 ------------ ------------ ------------- ----------- ----------

 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of year                         $         20.10        15.65        14.19         12.14       9.70
 Income from investment operations:
 Net investment income                                      $          0.04*        0.05*        0.12*+        0.14       0.45
 Net realized and unrealized gain on investments and        $          2.82         5.82        2.71 +         3.02       2.60
  foreign currency related transactions
 Total from investment operations                           $          2.86         5.87         2.83          3.16       3.05
 Less distributions from:
 Net investment income                                      $          0.95         0.36         0.45          0.35       0.45
 Net realized gains on investments                          $          0.31         1.06         0.92          0.76       0.16
 Total distributions                                        $          1.26         1.42         1.37          1.11       0.61
 Net asset value, end of year                               $         21.70        20.10        15.65         14.19      12.14
 TOTAL RETURN(1)                                            %         14.57        40.06        21.11         27.93      32.89
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of year (000's)                            $       303,235      109,197       27,989        7,817      1,732
 Ratios to average net assets:
 Gross expenses prior to expense reimbursement/recoupment   %          2.05         2.14         2.25          2.30       2.70
 Net expenses after expense reimbursement/recoupment(2)     %          2.05         2.14         2.34          2.50       2.50
 Net investment income after expense                        %          0.20         0.29        0.78 +         1.72       4.60
  reimbursement/recoupment(2)
 Portfolio turnover rate                                    %            57           39           91          129        124


--------------------------------------------------------------------------------


(1)   Total return is calculated assuming reinvestment of all dividends and
      capital gain distributions at net asset value and excluding the deduction
      of sales charges.


(2)   The Adviser has agreed to limit expenses, (excluding interest, taxes,
      brokerage and extraordinary expenses) subject to possible recoupment by
      ING Investments within three years of being incurred.


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


+     Effective November 1, 2004, the Fund adopted a policy to reduce cost of
      investments for financial statement purposes by the distributions
      received in excess of income from Real Estate Investment Trusts. The
      effect of this change for the twelve months ended October 31, 2005 was to
      decrease the net investment income per share by $0.12, $0.10 and $0.11,
      increase net realized and unrealized gain on investments per share by
      $0.12, $0.10 and $0.11 and decrease the ratio of net investment income to
      average net assets from 2.31% to 1.58%, 1.51% to 0.79% and 1.51% to 0.78%
      on Class A, Class B and Class C, respectively.

[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                                                 ING Global Real Estate Fund  91


ING GLOBAL VALUE CHOICE FUND                               FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------

The information in the table below has been derived from the Fund's financial
statements, which have been audited by KPMG LLP, an independent registered
public accounting firm.


                                                                                            CLASS A
                                                                 -------------------------------------------------------------
                                                                                    YEAR ENDED OCTOBER 31,
                                                                 -------------------------------------------------------------
                                                                     2007        2006         2005         2004        2003
                                                                 ----------- ----------- ------------- ----------- -----------

 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of year                         $         21.72       18.16       15.96         14.76       12.36
 Income (loss) from investment operations:
 Net investment income (loss)                               $          0.01        0.08        0.09        (0.04)      (0.06)
 Net realized and unrealized gain on investments and        $          6.67        3.62        2.11          1.24        2.46
  foreign currency related transactions
 Total from investment operations                           $          6.68        3.70        2.20          1.20        2.40
 Less distributions from:
 Net investment income                                      $            -         0.14           -            -           -
 Total distributions                                        $            -         0.14           -            -           -
 Payment by affiliate                                       $            -           -         0.00**          -           -
 Net asset value, end of year                               $         28.40       21.72       18.16         15.96       14.76
 TOTAL RETURN(1)                                            %         30.76       20.48      13.78 +         8.13       19.42
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of year (000's)                            $       58,600      47,305       41,941       46,133      56,877
 Ratios to average net assets:
 Gross expenses prior to expense reimbursement/recoupment   %          1.77        1.78        1.90          1.77        1.93
  and brokerage commission
recapture(2)
 Net expenses after expense reimbursement/recoupment and    %          1.82        1.78        1.85          1.85        1.85
  prior to brokerage commission
recapture(2)
 Net expenses after expense reimbursement/recoupment and    %          1.81        1.77        1.85          1.85        1.85
  brokerage commission recapture(2)
 Net investment income (loss) after expense                 %          0.04        0.40        0.46       ( 0.21)     ( 0.35)
  reimbursement/recoupment and brokerage
commission recapture(2)
 Portfolio turnover rate                                    %           66          77          129          101         125



                                                                                               CLASS B
                                                                   ---------------------------------------------------------------
                                                                                       YEAR ENDED OCTOBER 31,
                                                                   ---------------------------------------------------------------
                                                                        2007         2006         2005         2004        2003
                                                                   ------------- ----------- ------------- ----------- -----------

 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of year                           $          23.54        19.67       17.39         16.19       13.65
 Income (loss) from investment operations:
 Net investment loss                                          $         (0.17)*      (0.04)       (0.04)       (0.17)      (0.16)
 Net realized and unrealized gain on investments and          $           7.21         3.91        2.32          1.37        2.70
  foreign currency related transactions
 Total from investment operations                             $           7.04         3.87        2.28          1.20        2.54
 Payment by affiliate                                         $             -            -         0.00**          -           -
 Net asset value, end of year                                 $          30.58        23.54       19.67         17.39       16.19
 TOTAL RETURN(1)                                              %          29.91        19.67      13.11 +         7.41       18.61
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of year (000's)                              $        22,049       21,364       23,483       28,559      35,459
 Ratios to average net assets:
 Gross expenses prior to expense reimbursement/recoupment     %           2.42         2.43        2.55          2.42        2.58
  and brokerage commission
recapture(2)
 Net expenses after reimbursement/recoupment and prior to     %           2.47         2.43        2.50          2.50        2.50
  brokerage commission recapture(2)
 Net expenses after expense reimbursement/recoupment and      %           2.46         2.42        2.50          2.50        2.50
  brokerage commission recapture(2)
 Net investment loss after expense reimbursement/recoupment   %        ( 0.62)      ( 0.25)      ( 0.19)      ( 0.87)     ( 1.00)
  and brokerage commission
recapture(2)
 Portfolio turnover rate                                      %            66           77          129          101         125


92  ING Global Value Choice Fund


FINANCIAL HIGHLIGHTSING GLOBAL VALUE CHOICE FUND - (CONTINUED)
--------------------------------------------------------------------


                                                                                               CLASS C
                                                                   ---------------------------------------------------------------
                                                                                       YEAR ENDED OCTOBER 31,
                                                                   ---------------------------------------------------------------
                                                                        2007         2006         2005         2004        2003
                                                                   ------------- ----------- ------------- ----------- -----------

 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of year                           $          20.93        17.50       15.48         14.41       12.14
 Income (loss) from investment operations:
 Net investment loss                                          $         (0.14)*      (0.05)       (0.04)       (0.15)      (0.15)
 Net realized and unrealized gain on investments and          $           6.39         3.50        2.06          1.22        2.42
  foreign currency related transactions
 Total from investment operations                             $           6.25         3.45        2.02          1.07        2.27
 Less distributions from:
 Net investment income                                        $             -          0.02           -            -           -
 Total distributions                                          $             -          0.02           -            -           -
 Payment by affiliate                                         $             -            -         0.00**          -           -
 Net asset value, end of year                                 $          27.18        20.93       17.50         15.48       14.41
 TOTAL RETURN(1)                                              %          29.86        19.73      13.05 +         7.43       18.70
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of year (000's)                              $        39,537       31,612       30,918       35,784      45,476
 Ratios to average net assets:
 Gross expenses prior to expense reimbursement/recoupment     %           2.42         2.43        2.55          2.42        2.58
  and brokerage commission
recapture
 Net expenses after expense reimbursement/recoupment and      %           2.47         2.43        2.50          2.50        2.50
  prior to brokerage commission
recapture(2)
 Net expenses after expense reimbursement/recoupment and      %           2.46         2.42        2.50          2.50        2.50
  brokerage commission recapture(2)
 Net investment loss after expense reimbursement/recoupment   %        ( 0.60)      ( 0.26)      ( 0.19)      ( 0.87)     ( 1.01)
  and brokerage commission
recapture(2)
 Portfolio turnover rate                                      %            66           77          129          101         125


(1)   Total return is calculated assuming reinvestment of all dividends and
      capital gain distributions at net asset value and excluding the deduction
      of sales charges.

(2)   The Adviser has agreed to limit expenses, (excluding interest, taxes,
      brokerage and extraordinary expenses), subject to possible recoupment by
      ING Investments within three years of being incurred.


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

**    Amount is less than $0.005.


+     In 2005, there was no impact on total return due to payment by affiliate

[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                                                ING Global Value Choice Fund  93


ING DISCIPLINED INTERNATIONAL SMALLCAP FUND                FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------

The information in the table below has been derived from the Fund's financial
statements, which have been audited by KPMG LLP, an independent registered
public accounting firm.


                                                                        CLASS A
                                                                -----------------------
                                                                 DECEMBER 20, 2006(1)TO
                                                                      OCTOBER 31,
                                                                          2007

-----------                                             -----                  -
 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of period                    $                 10.00
 Income from investment operations:
 Net investment income                                   $                  0.14*
 Net realized and unrealized gain on investments and    $                   1.95
  foreign currency related transactions
 Total from investment operations                        $                  2.09
 Net asset value, end of period                         $                  12.09
 TOTAL RETURN(2)                                         %                 20.90
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of period (000's)                       $                    69
 Ratios to average net assets:
 Expenses(3)                                             %                  1.11
 Net investment income(3)                                %                  1.37
 Portfolio turnover rate                                 %                   116



                                                                      CLASS B
                                                                   -------------
                                                                    DECEMBER 20,
                                                                     2006(1) TO
                                                                    OCTOBER 31,
                                                                        2007

-----------                                              ------             -
 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of period                    $              10.00
 Income from investment operations:
 Net investment income                                   $               0.06*
 Net realized and unrealized gain on investments and     $               1.96
  foreign currency related transactions
 Total from investment operations                        $               2.02
 Net asset value, end of period                          $              12.02
 TOTAL RETURN(2)                                           %            20.20
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of period (000's)                       $                  5
 Ratios to average net assets:
 Expenses(3)                                               %             1.86
 Net investment income(3)                                 %              0.67
 Portfolio turnover rate                                   %              116


94  ING Disciplined International SmallCap Fund


FINANCIAL HIGHLIGHTSING DISCIPLINED INTERNATIONAL SMALLCAP FUND - (CONTINUED)
--------------------------------------------------------------------


                                                                      CLASS C
                                                                   -------------
                                                                    DECEMBER 20,
                                                                     2006(1) TO
                                                                    OCTOBER 31,
                                                                        2007

-----------                                              ------             -
 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of period                    $              10.00
 Income from investment operations:
 Net investment income                                   $               0.02*
 Net realized and unrealized gain on investments and     $               2.00
  foreign currency related transactions
 Total from investment operations                        $               2.02
 Net asset value, end of period                          $              12.02
 TOTAL RETURN(2)                                           %            20.20
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of period (000's)                       $                 55
 Ratios to average net assets:
 Expenses(3)                                               %             1.86
 Net investment income(3)                                 %              0.25
 Portfolio turnover rate                                   %              116


--------------------------------------------------------------------------------

(1)   Commencement of operations.

(2)   Total return is calculated assuming reinvestment of all dividends and
      capital gain distributions at net asset value and excluding the deduction
      of sales charges. Total return for less than one year is not annualized.


(3)   Annualized for periods less than one year.



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


[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                                 ING Disciplined International SmallCap Fund  95


ING EMERGING COUNTRIES FUND                                FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------

The information in the table below has been derived from the Fund's financial
statements, which have been audited by KPMG LLP, an independent registered
public accounting firm.


                                                                                             CLASS A
                                                                 ---------------------------------------------------------------
                                                                                     YEAR ENDED OCTOBER 31,
                                                                 ---------------------------------------------------------------
                                                                     2007         2006          2005         2004        2003
                                                                 ------------ ------------ ------------- ----------- -----------

 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of year                         $          29.62        23.60        19.40       17.32        12.44
 Income from investment operations:
 Net investment income                                      $           0.47         0.48         0.19        0.09         0.03
 Net realized and unrealized gain on investments and       $           11.82         5.68         3.98        2.08         4.85
  foreign currency related transactions (net
of Indian tax)
 Total from investment operations                           $          12.29         6.16         4.17        2.17         4.88
 Less distributions from:
 Net investment income                                      $           0.43         0.14         0.02        0.09           -
 Total distributions                                       $            0.43         0.14         0.02        0.09           -
 Payment by affiliate                                       $             -            -          0.05        0.00*          -
 Net asset value, end of year                              $           41.48        29.62        23.60       19.40        17.32
 TOTAL RETURN(1)                                            %          41.93        26.19       21.76++     12.58 +       39.23
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of year (000's)                            $       197,307      123,219       87,143       67,282      71,953
 Ratios to average net assets:
 Gross expenses prior to expense reimbursement/recoupment   %           1.99         2.02         2.09        2.10         2.37
  and brokerage commission
recapture
 Net expenses after expense reimbursement/recoupment and    %           1.89         1.92         2.00        2.20         2.27
  prior to brokerage commission
recapture(2)
 Net expenses after expense reimbursement/recoupment and    %           1.86         1.91         2.00        2.20         2.27
  brokerage commission recapture(2)
 Net investment income after expense                        %           1.42         1.80         0.91        0.41         0.22
  reimbursement/recoupment and brokerage commission
recapture(2)
 Portfolio turnover rate                                    %            51           35          124           88         135



                                                                                              CLASS B
                                                                 -----------------------------------------------------------------
                                                                                      YEAR ENDED OCTOBER 31,
                                                                 -----------------------------------------------------------------
                                                                      2007          2006          2005         2004        2003
                                                                 ------------- ------------- ------------- ----------- -----------

 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of year                         $         29.04         23.17          19.17       17.15        12.39
 Income (loss) from investment operations:
 Net investment income (loss)                               $          0.24**        0.28**         0.04       (0.04)      (0.06)
 Net realized and unrealized gain on investments and       $          11.57          5.59           3.91        2.06         4.82
  foreign currency related transactions (net
of Indian tax)
 Total from investment operations                           $         11.81          5.87           3.95        2.02         4.76
 Less distributions from:
 Net investment income                                      $          0.18             -             -            -           -
 Total distributions                                       $           0.18             -             -            -           -
 Payment by affiliate                                       $             -             -           0.05        0.00*          -
 Net asset value, end of year                              $          40.67         29.04          23.17       19.17        17.15
 TOTAL RETURN(1)                                            %         40.85         25.33         20.87++     11.78 +       38.42
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of year (000's)                            $        16,648        13,575        12,562       12,581      16,425
 Ratios to average net assets:
 Gross expenses prior to expense reimbursement/recoupment   %          2.64          2.67           2.74        2.75         3.02
  and brokerage commission
recapture
 Net expenses after expense reimbursement/recoupment and    %          2.64          2.67           2.74        2.85         2.92
  prior to brokerage commission
recapture(2)
 Net expenses after expense reimbursement/recoupment and    %          2.61          2.66           2.74        2.85         2.92
  brokerage commission recapture(2)
 Net investment income (loss) after expense                 %          0.67          1.06           0.14      ( 0.30)     ( 0.40)
  reimbursement/recoupment and brokerage
commission recapture(2)
 Portfolio turnover rate                                    %            51            35           124           88         135


96  ING Emerging Countries Fund


FINANCIAL HIGHLIGHTSING EMERGING COUNTRIES FUND - (CONTINUED)
--------------------------------------------------------------------


                                                                                            CLASS C
                                                                 -------------------------------------------------------------
                                                                                    YEAR ENDED OCTOBER 31,
                                                                 -------------------------------------------------------------
                                                                     2007        2006         2005         2004        2003
                                                                 ----------- ----------- ------------- ----------- -----------

 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of year                         $         27.53       22.04        18.24       16.32        11.79
 Income (loss) from investment operations:
 Net investment income (loss)                               $          0.20        0.25         0.03       (0.03)      (0.06)
 Net realized and unrealized gain on investments and       $          10.97        5.31         3.72        1.95         4.59
  foreign currency related transactions (net
of Indian tax)
 Total from investment operations                           $         11.17        5.56         3.75        1.92         4.53
 Less distributions from:
 Net investment income                                      $          0.25        0.07           -            -           -
 Total distributions                                       $           0.25        0.07           -            -           -
 Payment by affiliate                                       $            -           -          0.05        0.00*          -
 Net asset value, end of year                              $          38.45       27.53        22.04       18.24        16.32
 TOTAL RETURN(1)                                            %         40.82       25.29       20.83++     11.76 +       38.42
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of year (000's)                            $       53,885      35,847       20,985        9,680      10,033
 Ratios to average net assets:
 Gross expenses prior to expense reimbursement/recoupment   %          2.64        2.67         2.74        2.75         3.02
  and brokerage commission
recapture
 Net expenses after expense reimbursement/recoupment and    %          2.64        2.67         2.74        2.85         2.92
  prior to brokerage commission
recapture(2)
 Net expenses after expense reimbursement/recoupment and    %          2.61        2.66         2.74        2.85         2.92
  brokerage commission recapture(2)
 Net investment income (loss) after expense                 %          0.65        1.12         0.25      ( 0.20)     ( 0.40)
  reimbursement/recoupment and brokerage
commission rec1apture(2)
 Portfolio turnover rate                                    %           51          35          124           88         135


--------------------------------------------------------------------------------

(1)   Total return is calculated assuming reinvestment of all dividends and
      capital gain distributions at net asset value and excluding the deduction
      of sales charges.

(2)   The Adviser has agreed to limit expenses, (excluding interest, taxes,
      brokerage and extraordinary expenses) subject to possible recoupment by
      ING Investments within three years of being incurred.


*     Amount is less than $0.005.



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


+     In 2004, 0.06% of the total return consists of a gain on an investment
      not meeting the Fund's investment restrictions. Excluding this item,
      total return would have been 12.52%, 11.72% and 11.70% for Class A, Class
      B and Class C, respectively.

++    In 2005, 0.26%, 0.26% and 0.27% of the total return on Class A, Class B
      and Class C, respectively, consists of a payment by affiliate. Excluding
      this item, total return would have been 21.50%, 20.61% and 20.56% for
      Class A, Class B and Class C, respectively.

[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                                                 ING Emerging Countries Fund  97


ING FOREIGN FUND                                           FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------

The information in the table below has been derived from the Fund's financial
statements, which have been audited by KPMG LLP, an independent registered
public accounting firm.


                                                                                        CLASS A
                                                                --------------------------------------------------
                                                                                                       JULY 1,
                                                                            YEAR ENDED                2003(1) TO
                                                                            OCTOBER 31,              OCTOBER 31,
                                                                ---------------------------------  ---------------
                                                                  2007    2006      2005    2004         2003
                                                                ---------------------- ----------  ---------------

 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of period                      $      18.56    14.79    12.38   11.01       10.00
 Income (loss) from investment operations:
 Net investment income (loss)                              $       0.10     0.08*    0.06    0.11       (0.00)**
 Net realized and unrealized gain on investments and       $       5.56     4.05     2.35    1.44        1.01
  foreign currency related transactions
 Total from investment operations                          $       5.66     4.13     2.41    1.55        1.01
 Less distributions from:
 Net investment income                                     $          -        -        -    0.04           -
 Return of capital                                         $          -        -        -    0.10           -
 Net realized gains on investments                         $       0.68     0.36        -    0.04           -
 Total distributions                                       $       0.68     0.36        -    0.18           -
 Net asset value, end of period                            $      23.54    18.56    14.79   12.38       11.01
 TOTAL RETURN(2)                                           %      31.32    28.39    19.47   14.25       10.10
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of period (000's)                         $    349,917  219,819  122,883  62,949       6,598
 Ratios to average net assets:
 Gross expenses prior to expense reimbursement/recoupment  %       1.54     1.58     1.66    1.95        6.03
  and brokerage commission
recapture(3)
 Net expenses after expense reimbursement/recoupment and   %       1.54     1.65     1.68    1.70        1.95
  prior to brokerage commission
recapture(3)(4)
 Net expenses after expense reimbursement/recoupment and   %       1.54     1.65     1.68    1.70        1.95
  brokerage commission
recapture(3)(4)
 Net investment income (loss) after expense                %       0.59     0.49     0.53    0.37       (0.32)
  reimbursement/recoupment and brokerage
commission recapture(3)(4)
 Portfolio turnover rate                                   %        69        65      81     141          50


98  ING Foreign Fund


FINANCIAL HIGHLIGHTS   ING FOREIGN FUND - (CONTINUED)
--------------------------------------------------------------------


                                                                                        CLASS B
                                                                   --------------------------------------------
                                                                                                      JULY 8,
                                                                              YEAR ENDED            2003(1) TO
                                                                              OCTOBER 31,           OCTOBER 31,
                                                                   ------------------------------  ------------
                                                                   2007    2006     2005    2004       2003
                                                                  ------  ------   ------  ------  ------------

 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of period                        $     18.11   14.55    12.26   10.99      10.29
 Income (loss) from investment operations:
 Net investment loss                                         $    (0.03)   (0.04)*  (0.03)  (0.05)*   (0.01)
 Net realized and unrealized gains on investments and        $      5.38    3.96     2.32    1.49       0.71
  foreign currency related transactions
 Total from investment operations                            $      5.35    3.92     2.29    1.44       0.70
 Less distributions from:
 Net investment income                                       $         -       -        -    0.03          -
 Return of capital                                           $         -       -        -    0.10          -
 Net realized gains on investments                           $      0.68    0.36        -    0.04          -
 Total distributions                                         $      0.68    0.36        -    0.17          -
 Net asset value, end of period                              $     22.78   18.11    14.55   12.26      10.99
 TOTAL RETURN(2)                                             %     30.35   27.40    18.68   13.32       6.80
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of period (000's)                           $    50,276  38,136   22,944  11,263     1,344
 Ratios to average net assets:
 Gross expenses prior to expense reimbursement/recoupment    %      2.29    2.33     2.41    2.70       6.78
  and brokerage commission
recapture(3)
 Net expenses after expense reimbursement/recoupment and     %      2.29    2.40     2.43    2.45       2.70
  prior to brokerage commission
recapture(3)(4)
 Net expenses after expense reimbursement/recoupment and     %      2.29    2.40     2.43    2.45       2.70
  brokerage commission
recapture(3)(4)
 Net investment loss after expense reimbursement/recoupment  %    (0.16)  (0.24)   (0.23)  (0.46)      (1.03)
  and brokerage commission
recapture(3)(4)
 Portfolio turnover rate                                     %       69      65       81     141          50


[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                                                            ING Foreign Fund  99


ING FOREIGN FUND - (CONTINUED)                             FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------


                                                                                    CLASS C
                                                                  -----------------------------------------------
                                                                                                        JULY 7,
                                                                                YEAR ENDED            2003(1) TO
                                                                                OCTOBER 31,           OCTOBER 31,
                                                                  --------------------------------   ------------
                                                                    2007     2006    2005    2004        2003
                                                                  -------  -------  ------  ------   ------------

 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of period                        $      18.14    14.57   12.28   11.01        10.27
 Income (loss) from investment operations:
 Net investment loss                                         $     (0.03)   (0.04)* (0.03)   (0.04)*     (0.01)
 Net realized and unrealized gain on investments and         $       5.38     3.97    2.32    1.48         0.75
  foreign currency related transactions
 Total from investment operations                            $       5.35     3.93    2.29    1.44         0.74
 Less distributions from:
 Net investment income                                       $          -        -       -    0.03           -
 Return of capital                                           $          -        -       -    0.10           -
 Net realized gains on investments                           $       0.68     0.36       -    0.04           -
 Total distributions                                         $       0.68     0.36       -    0.17           -
 Net asset value, end of period                              $      22.81    18.14   14.57   12.28        11.01
 TOTAL RETURN(2)                                             %      30.30    27.43   18.65   13.28         7.21
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of period (000's)                           $    232,439  154,101  87,877  41,424       5,601
 Ratios to average net assets:
 Gross expenses prior to expense reimbursement/recoupment    %       2.29     2.33    2.41    2.70         6.78
  and brokerage commission
recapture(3)
 Net expenses after reimbursement/recoupment and prior to    %       2.29     2.40    2.43    2.45         2.70
  brokerage commission
recapture(3)(4)
 Net expenses after expense reimbursement/recoupment and     %       2.29     2.40    2.43    2.45         2.70
  brokerage commission
recapture(3)(4)
 Net investment loss after expense reimbursement/recoupment  %      (0.14)   (0.26)  (0.27)  (0.41)       (1.03)
  and brokerage commission
recapture(3)(4)
 Portfolio turnover rate                                     %        69       65      81     141           50


--------------------------------------------------------------------------------

(1)   Commencement of operations.

(2)   Total return is calculated assuming reinvestment of all dividends and
      capital gain distributions at net asset value and excluding the deduction
      of sales charges. Total return for less than one year is not annualized.

(3)   Annualized for periods less than one year.

(4)   The Adviser has agreed to limit expenses, (excluding interest, taxes,
      brokerage and extraordinary expenses) subject to possible recoupment by
      ING Investments within three years of being incurred.


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

**    Amount is more than $(0.005) per share.


100  ING Foreign Fund


FINANCIAL HIGHLIGHTS                   ING GREATER CHINA FUND
--------------------------------------------------------------------

The information in the table below has been derived from the Fund's financial
statements, which have been audited by KPMG LLP, an independent registered
public accounting firm.


                                                                            CLASS A
                                                             -------------------------------------
                                                                                      DECEMBER 21,
                                                              YEAR ENDED OCTOBER 31,   2005(1)TO
                                                             -----------------------  OCTOBER 31,
                                                                         2007
-----------                                            -----             ----
                                                                                           2006
                                                                                           ----
 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of period                   $               12.49              10.00
 Income from investment operations:
 Net investment income                                  $                0.07               0.06
 Net realized and unrealized gains on investments and  $                11.93               2.43
  foreign currency related transactions
 Total from investment operations                       $               12.00               2.49
 Less distributions from:
 Net investment income                                  $                0.06                 -
 Net realized gains on investments                     $                 0.00*                -
 Total distributions                                    $                0.06                 -
 Net asset value, end of period                        $                24.43              12.49
 TOTAL RETURN(2)                                        %               96.41              24.90
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of period (000's)                      $              73,804            23,709
 Ratios to average net assets:
 Expenses(3)                                            %                1.91               2.64
 Net investment income(3)                               %                0.54               0.75
 Portfolio turnover rate                                %                 109               108



                                                                               CLASS B
                                                                --------------------------------------
                                                                                           JANUARY 6,
                                                                 YEAR ENDED OCTOBER 31,     2006(1)TO
                                                                -----------------------    OCTOBER 31,
                                                                            2007
-----------                                             -----               ----
                                                                                               2006
                                                                                               ----
 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of period                    $                 12.42              10.60
 Income (loss) from investment operations:
 Net investment income (loss)                            $                 (0.03)**            0.05**
 Net realized and unrealized gain on investments and    $                  11.79               1.77
  foreign currency related transactions
 Total from investment operations                        $                 11.76               1.82
 Less distributions from:
 Net investment income                                   $                  0.04                  -
 Net realized gains on investments                      $                   0.00*                 -
 Total distributions                                     $                  0.04                  -
 Net asset value, end of period                         $                  24.14              12.42
 TOTAL RETURN(2)                                         %                 94.92              17.17
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of period (000's)                       $                 7,414              1,957
 Ratios to average net assets:
 Expenses(3)                                             %                  2.66               3.39
 Net investment income (loss)(3)                         %                 (0.19)              0.47
 Portfolio turnover rate                                 %                   109                108


[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                                                     ING Greater China Fund  101


ING GREATER CHINA FUND - (CONTINUED)                       FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------


                                                                               CLASS C
                                                                --------------------------------------
                                                                                           JANUARY 11,
                                                                 YEAR ENDED OCTOBER 31,     2006(1)TO
                                                                -----------------------    OCTOBER 31,
                                                                            2007
-----------                                             -----               ----
                                                                                               2006
                                                                                               ----
 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of period                    $                 12.43              10.67
 Income (loss) from investment operations:
 Net investment income (loss)                            $                 (0.03)**            0.05**
 Net realized and unrealized gain on investments and    $                  11.79               1.71
  foreign currency related transactions
 Total from investment operations                        $                 11.76               1.76
 Less distributions from:
 Net investment income                                   $                  0.03                  -
 Net realized gains on investments                      $                   0.00*                 -
 Total distributions                                     $                  0.03                  -
 Net asset value, end of period                         $                  24.16              12.43
 TOTAL RETURN(2)                                         %                 94.75              16.49
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of period (000's)                       $                12,386              2,124
 Ratios to average net assets:
 Expenses(3)                                             %                  2.66               3.39
 Net investment income (loss)(3)                         %                 (0.20)              0.53
 Portfolio turnover rate                                 %                   109                108


--------------------------------------------------------------------------------

(1)   Commencement of operations.

(2)   Total return is calculated assuming reinvestment of all dividends and
      capital gain distributions at net asset value and excluding the deduction
      of sales charges. Total return for less than one year is not annualized.

(3)   Annualized for periods less than one year.


*     Amount is less than $0.005.

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


102  ING Greater China Fund


FINANCIAL HIGHLIGHTS ING INDEX PLUS INTERNATIONAL EQUITY FUND
--------------------------------------------------------------------

The information in the table below has been derived from the Fund's financial
statements, which have been audited by KPMG LLP, an independent registered
public accounting firm.


                                                                               CLASS A
                                                             -------------------------------------------
                                                                                            DECEMBER 21,
                                                                    YEAR ENDED OCTOBER 31,   2005(1)TO
                                                                   -----------------------  OCTOBER 31,
                                                                               2007              2006
------------------------------------------------------------ -----             ----              ----
 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of period                         $               11.68             10.00
 Income from investment operations:
 Net investment income                                        $                0.14*             0.14*
 Net realized and unrealized gain on investments and         $                 2.48              1.54
  foreign currency related transactions
 Total from investment operations                             $                2.62              1.68
 Less distributions from:
 Net investment income                                        $                0.08                 -
 Net realized gains on investments                           $                 0.27                 -
 Total distributions                                          $                0.35                 -
 Net asset value, end of period                              $                13.95             11.68
 TOTAL RETURN(2)                                              %               22.98             16.80
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of period (000's)                            $               2,233            12,513
 Ratios to average net assets:
 Gross expenses prior to expense reimbursement/recoupment(3)  %                1.13              1.30
 Net expenses after expense reimbursement/recoupment(3)(4)    %                1.16              1.15
 Net investment income after expense                          %                1.17              1.50
  reimbursement/recoupment(3)(4)
 Portfolio turnover rate                                      %                 213               188



                                                                                      CLASS B
                                                                       --------------------------------------
                                                                                                  JANUARY 12,
                                                                        YEAR ENDED OCTOBER 31,    2006(1) TO
                                                                       -----------------------    OCTOBER 31,
                                                                                   2007
------------------------------------------------------------   -----               ----
                                                                                                       2006
                                                                                                       ----
 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of period                           $                 11.63               10.43
 Income from investment operations:
 Net investment income                                          $                  0.09*               0.06*
 Net realized and unrealized gain on investments and           $                   2.51                1.14
  foreign currency transactions
 Total from investment operations                               $                  2.60                1.20
 Less distributions from:
 Net investment income                                          $                  0.06                   -
 Net realized gains on investments                             $                   0.27                   -
 Total distributions                                            $                  0.33                   -
 Net asset value, end of period                                $                  13.90               11.63
 TOTAL RETURN(2)                                                %                 22.85               11.51
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of period (000's)                              $                   734                 264
 Ratios to average net assets:
 Gross expenses prior to expense reimbursement/recoupment(3)    %                  1.89                2.05
 Net expenses after expense reimbursement/recoupment(3)(4)      %                  1.92                1.90
 Net investment income after expense                            %                  0.67                0.64
  reimbursement/recoupment(3)(4)
 Portfolio turnover rate                                        %                   213                 188


[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                                   ING Index Plus International Equity Fund  103


ING INDEX PLUS INTERNATIONAL EQUITY FUND - (CONTINUED)     FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------


                                                                               CLASS C
                                                                       -----------------------
                                                                                                  JANUARY 12,
                                                                        YEAR ENDED OCTOBER 31,    2006(1) TO
                                                                       -----------------------    OCTOBER 31,
                                                                                   2007
------------------------------------------------------------   -----               ----
                                                                                                       2006
                                                                                                       ----
 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of period                           $                 11.61               10.43
 Income from investment operations:
 Net investment income                                          $                  0.09*               0.08*
 Net realized and unrealized gain on investments and           $                   2.50                1.10
  foreign currency related transactions
 Total from investment operations                               $                  2.59                1.18
 Less distributions from:
 Net investment income                                          $                  0.04                   -
 Net realized gains on investments                             $                   0.27                   -
 Total distributions                                            $                  0.31                   -
 Net asset value, end of period                                $                  13.89               11.61
 TOTAL RETURN(2)                                                %                 22.81               11.31
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of period (000's)                              $                 1,126                 534
 Ratios to average net assets:
 Gross expenses prior to expense reimbursement/recoupment(3)    %                  1.89                2.05
 Net expenses after expense reimbursement/recoupment(3)(4)      %                  1.92                1.90
 Net investment income after expense                            %                  0.69                0.87
  reimbursement/recoupment(3)(4)
 Portfolio turnover rate                                        %                   213                 188


--------------------------------------------------------------------------------

(1)   Commencement of operations.

(2)   Total return is calculated assuming reinvestment of all dividends and
      capital gain distributions at net asset value and excluding the deduction
      of sales charges. Total return for less than one year is not annualized.

(3)   Annualized for periods less than one year.

(4)   The Adviser has agreed to limit expenses, (excluding interest, taxes,
      brokerage and extraordinary expenses) subject to possible recoupment by
      ING Investments within three years of being incurred.


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


104  ING Index Plus International Equity Fund


FINANCIAL HIGHLIGHTS ING INTERNATIONAL CAPITAL APPRECIATION FUND
--------------------------------------------------------------------

The information in the table below has been derived from the Fund's financial
statements, which have been audited by KPMG LLP, an independent registered
public accounting firm.


                                                                                CLASS A
                                                                 -------------------------------------
                                                                                          DECEMBER 21,
                                                                  YEAR ENDED OCTOBER 31,   2005(1)TO
                                                                 -----------------------  OCTOBER 31,
                                                                             2007              2006
---------------------------------------------------------- -----             ----              ----
 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of period                       $               11.39              10.00
 Income from investment operations:
 Net investment income                                      $                0.01*              0.04
 Net realized and unrealized gain on investments and       $                 3.76               1.35
  foreign currency related transactions
 Total from investment operations                           $                3.77               1.39
 Less distributions from:
 Net investment income                                      $                0.05                 -
 Net realized gains on investments                         $                 0.25                 -
 Total distributions                                        $                0.30                 -
 Net asset value, end of period                            $                14.86              11.39
 TOTAL RETURN(2)                                            %               33.89              13.90
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of period (000's)                          $               4,592             3,677
 Ratios to average net assets:
 Gross expenses prior to expense reimbursement/recoupment   %                1.48               1.84
  and brokerage commission recapture(3)
 Net expenses after expense reimbursement/recoupment and    %                1.50               1.50
  prior to brokerage commission recapture(3)(4)
 Net expenses after expense reimbursement/recoupment and    %                1.50               1.50
  brokerage commission recapture(3)(4)
 Net investment income after expense                        %                0.08               0.32
reimbursement/recoupment and brokerage commission
  recapture(3)(4)
 Portfolio turnover rate                                    %                  71                91



                                                                                      CLASS B
                                                                       --------------------------------------
                                                                                                  JANUARY 9,
                                                                        YEAR ENDED OCTOBER 31,     2006(1)TO
                                                                       -----------------------    OCTOBER 31,
                                                                                   2007               2006
------------------------------------------------------------   -----               ----               ----
 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of period                           $                  11.33              10.42
 Income (loss) from investment operations:
 Net investment loss                                            $                 (0.09)             (0.04)*
 Net realized and unrealized gain on investments and           $                    3.71               0.95
  foreign currency related transactions
 Total from investment operations                               $                   3.62               0.91
 Less distributions from:
 Net investment income                                          $                   0.03                 -
 Net realized gains on investments                             $                    0.25                 -
 Total distributions                                            $                   0.28                 -
 Net asset value, end of period                                $                   14.67              11.33
 TOTAL RETURN(2)                                                %                  32.67               8.73
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of period (000's)                              $                   943                 66
 Ratios to average net assets:
 Gross expenses prior to expense reimbursement/recoupment       %                   2.23               2.59
  and brokerage commission recapture(3)
 Net expenses after expense reimbursement/recoupment and        %                   2.25               2.25
  prior to brokerage commission recapture(3)(4)
 Net expenses after expense reimbursement/recoupment and        %                   2.25               2.25
  brokerage commission recapture(3)(4)
 Net investment loss after expense reimbursement/recoupment     %                 (0.88)             (0.43)
  and brokerage commission recapture(3)(4)
 Portfolio turnover rate                                        %                    71                 91


[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                                ING International Capital Appreciation Fund  105


ING INTERNATIONAL CAPITAL APPRECIATION FUND - (CONTINUED)  FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------


                                                                                      CLASS C
                                                                       --------------------------------------
                                                                                                  JANUARY 24,
                                                                        YEAR ENDED OCTOBER 31,     2006(1)TO
                                                                       -----------------------    OCTOBER 31,
                                                                                   2007
------------------------------------------------------------   -----               ----
                                                                                                       2006
                                                                                                       ----
 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of period                           $                 11.35                10.28
 Income (loss) from investment operations:
 Net investment loss                                            $                 (0.12)              (0.03)
 Net realized and unrealized gain on investments and           $                   3.73                 1.10
  foreign currency related transactions
 Total from investment operations                               $                  3.61                 1.07
 Less distributions from:                                      $
 Net investment income                                          $                  0.00**                 -
 Net realized gains on investments                             $                   0.25                   -
 Total distributions                                            $                  0.25                   -
 Net asset value, end of period                                $                  14.71                11.35
 TOTAL RETURN(2)                                                %                 32.45                10.41
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of period (000's)                              $                   971                  65
 Ratios to average net assets:
 Gross expenses prior to expense reimbursement/recoupment       %                  2.23                 2.59
  and brokerage commission recapture(3)
 Net expenses after expense reimbursement/recoupment and        %                  2.25                 2.25
  prior to brokerage commission recapture(3)(4)
 Net expenses after expense reimbursement/recoupment and        %                  2.25                 2.25
  brokerage commission recapture(3)(4)
 Net investment loss after expense reimbursement/recoupment     %                 (0.97)              (0.50)
  and brokerage commission recapture(3)(4)
 Portfolio turnover rate                                        %                    71                  91


--------------------------------------------------------------------------------

(1)   Commencement of operations.

(2)   Total return is calculated assuming reinvestment of all dividends and
      capital gain distributions at net asset value and excluding the deduction
      of sales charges. Total return for less than one year is not annualized.


(3)   Annualized for periods less than one year.



(4)   The Adviser has agreed to limit expenses, (excluding interest, taxes,
      brokerage and extraordinary expenses) subject to possible recoupment by
      ING Investments within three years of being incurred.



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

**    Amount is less than $0.005.


106  ING International Capital Appreciation Fund


FINANCIAL HIGHLIGHTS ING INTERNATIONAL EQUITY DIVIDEND FUND
--------------------------------------------------------------------

The information in the table below has been derived from the Fund's financial
statements, which have been audited by KPMG LLP, an independent registered
public accounting firm.


                                                                              CLASS A
                                                                       --------------------
                                                                        JUNE 28, 2007(1) TO
                                                                            OCTOBER 31,
                                                                               2007

---------------------------------------------------------    ------                 -
 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of period                        $                  10.00
 Income from investment operations:
 Net investment income                                       $                   0.06*
 Net realized and unrealized gain on investments and         $                   0.51
  foreign currency related transactions
 Total from investment operations                            $                   0.57
 Net asset value, end of period                              $                  10.57
 TOTAL RETURN(2)                                               %                 5.70
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of period (000's)                           $                  4,122
 Ratios to average net assets:
 Gross expenses prior to expense reimbursement(3)              %                 1.64
 Net expenses after expense reimbursement(3)(4)               %                  1.40
 Net investment income after expense reimbursement(3)(4)       %                 1.81
 Portfolio turnover rate                                      %                     7



                                                                          CLASS B
                                                                       ------------
                                                                         JUNE 28,
                                                                        2007(1) TO
                                                                        OCTOBER 31,
                                                                           2007

---------------------------------------------------------    ------             -
 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of period                        $              10.00
 Income from investment operations:
 Net investment income                                       $               0.03*
 Net realized and unrealized gain on investments and         $               0.52
  foreign currency related transactions
 Total from investment operations                            $               0.55
 Net asset value, end of period                              $              10.55
 TOTAL RETURN(2)                                               %            5..50
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of period (000's)                           $                239
 Ratios to average net assets:
 Gross expenses prior to expense reimbursement(3)              %             2.39
 Net expenses after expense reimbursement(3)(4)               %              2.15
 Net investment income after expense reimbursement(3)(4)       %             1.09
 Portfolio turnover rate                                      %                 7


[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                                     ING International Equity Dividend Fund  107


ING INTERNATIONAL EQUITY DIVIDEND FUND - (CONTINUED)       FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------


                                                                          CLASS C
                                                                       ------------
                                                                         JUNE 28,
                                                                        2007(1) TO
                                                                        OCTOBER 31,
                                                                           2007

---------------------------------------------------------    ------             -
 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of period                        $              10.00
 Income from investment operations:
 Net investment income                                       $               0.03*
 Net realized and unrealized gain on investments and         $               0.52
  foreign currency related transactions
 Total from investment operations                            $               0.55
 Net asset value, end of period                              $              10.55
 TOTAL RETURN(2)                                               %             5.50
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of period (000's)                           $              1,334
 Ratios to average net assets:
 Gross expenses prior to expense reimbursement(3)              %             2.39
 Net expenses after expense reimbursement(3)(4)               %              2.15
 Net investment income after expense reimbursement(3)(4)       %             1.08
 Portfolio turnover rate                                      %                 7


--------------------------------------------------------------------------------

(1)   Commencement of operations.

(2)   Total return is calculated assuming reinvestment of all dividends and
      capital gain distributions at net asset value and excluding the deduction
      of sales charges. Total return for less than one year is not annualized.

(3)   Annualized for periods less than one year.

(4)   The Adviser has agreed to limit expenses, (excluding interest, taxes,
      brokerage and extraordinary expenses) subject to possible recoupment by
      ING Investments within three years of being incurred.


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


108  ING International Equity Dividend Fund



FINANCIAL HIGHLIGHTS ING INTERNATIONAL GROWTH OPPORTUNITIES FUND
--------------------------------------------------------------------


The information in the table below has been derived from the Fund's financial
statements, which have been audited by KPMG LLP, an independent registered
public accounting firm.


                                                                                           CLASS A
                                                                 ------------------------------------------------------------
                                                                                    YEAR ENDED OCTOBER 31,
                                                                 ------------------------------------------------------------
                                                                      2007         2006        2005        2004       2003
                                                                 ------------- ----------- ----------- ----------- ----------

 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of year                         $          13.20        10.97        9.78        8.48       7.05
 Income from investment operations:
 Net investment income                                      $           0.03         0.12        0.10        0.09       0.04
 Net realized and unrealized gain on investments and       $            3.67         2.28        1.18        1.22       1.37
  foreign currency related transactions, net
of Indian capital gains tax
 Total from investment operations                           $           3.70         2.40        1.28        1.31       1.41
 Less distributions from:
 Net investment income                                      $           0.15         0.17        0.10        0.01       0.03
 Net realized gains on investments                         $            1.14           -           -           -          -
 Total distributions                                        $           1.29         0.17        0.10        0.01       0.03
 Redemption fees applied to capital                        $              -            -           -        0.00*       0.05
 Payment by affiliate                                       $             -            -         0.01          -          -
 Net asset value, end of year                              $           15.61        13.20       10.97       9.78        8.48
 TOTAL RETURN(1)                                            %          30.37        22.12      13.30+      15.49       20.72
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of year (000's)                            $        64,631       58,697      51,193      47,551     43,821
 Ratios to average net assets:
 Gross expenses prior to expense reimbursement/recoupment   %           1.65         1.65        1.65       1.64        1.87
 Net expenses after expense reimbursement/recoupment(2)     %          1.65++        1.65        1.65       1.68        1.85
 Net investment income after expense                        %           0.23         0.96        0.94       0.78        0.64
  reimbursement/recoupment(2)
 Portfolio turnover rate                                    %           130          173         116          90        100



                                                                                           CLASS B
                                                            ---------------------------------------------------------------------
                                                                                   YEAR ENDED OCTOBER 31,
                                                            ---------------------------------------------------------------------
                                                                  2007           2006         2005         2004          2003
                                                            --------------- ------------- ----------- ------------- -------------

 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of year                       $           12.69         10.55          9.43         8.22          6.91
 Income (loss) from investment operations:
 Net investment income (loss)                             $          (0.07)**        0.03**        0.02       (0.00)*       (0.00)*
 Net realized and unrealized gain on investments and     $             3.53          2.20          1.14         1.21          1.31
  foreign currency related transactions, net
of Indian capital gains tax
 Total from investment operations                         $            3.46          2.23          1.16         1.21          1.31
 Less distributions from:
 Net investment income                                    $            0.05          0.09          0.05           -             -
 Net realized gains on investments                       $             1.14             -            -            -             -
 Total distributions                                      $            1.19          0.09          0.05           -             -
 Payment by affiliate                                    $               -              -          0.01           -             -
 Net asset value, end of year                             $           14.96         12.69         10.55         9.43          8.22
 TOTAL RETURN(1)                                          %           29.42         21.23        12.41+        14.72         18.96
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of year (000's)                          $         17,311         16,822       16,338       15,069        12,466
 Ratios to average net assets:
 Gross expenses prior to expense reimbursement/recoupment %            2.40          2.40          2.40         2.39          2.62
 Net expenses after expense reimbursement/recoupment(2)   %           2.40++         2.40          2.40         2.43          2.60
 Net investment income (loss) after expense               %          (0.51)          0.22          0.19       (0.02)        (0.05)
  reimbursement/recoupment(2)
 Portfolio turnover rate                                  %            130            173          116           90           100


[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                                ING International Growth Opportunities Fund  109


ING INTERNATIONAL GROWTH OPPORTUNITIES FUND - (CONTINUED)  FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------


                                                                                         CLASS C
                                                            -----------------------------------------------------------------
                                                                                 YEAR ENDED OCTOBER 31,
                                                            -----------------------------------------------------------------
                                                                 2007         2006        2005         2004          2003
                                                            ------------- ----------- ----------- ------------- -------------

 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of year                       $          12.70        10.55        9.42         8.22         6.91
 Income (loss) from investment operations:
 Net investment income (loss)                             $         (0.07)         0.04        0.03       (0.00)*       (0.00)*
 Net realized and unrealized gain on investments and     $            3.54         2.19        1.13         1.20         1.31
  foreign currency related transactions, net
of Indianc capital gains tax
 Total from investment operations                         $           3.47         2.23        1.16         1.20         1.31
 Less distributions from:
 Net investment income                                    $           0.06         0.08        0.04           -          0.00*
 Net realized gains on investments                       $            1.14           -           -            -             -
 Total distributions                                      $           1.20         0.08        0.04           -          0.00*
 Payment by affiliate                                    $              -            -         0.01           -             -
 Net asset value, end of year                             $          14.97        12.70       10.55         9.42         8.22
 TOTAL RETURN(1)                                          %          29.46        21.25      12.46+        14.60        18.97
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of year (000's)                          $        19,104       15,918      15,008       16,230        14,526
 Ratios to average net assets:
 Gross expenses prior to expense reimbursement/recoupment %           2.40         2.40        2.40         2.39         2.62
 Net expenses after expense reimbursement/recoupment(2)   %          2.40++        2.40        2.40         2.43         2.60
 Net investment income (loss) after expense               %         (0.52)         0.21        0.18       (0.04)        (0.05)
  reimbursement/recoupment(2)
 Portfolio turnover rate                                  %           130          173         116           90           100


--------------------------------------------------------------------------------

(1)   Total return is calculated assuming reinvestment of all dividends and
      capital gain distributions at net asset value and excluding the deduction
      of sales charges.

(2)   The Adviser has agreed to limit expenses, (excluding interest, taxes,
      brokerage and extraordinary expenses) subject to possible recoupment by
      ING Investments within three years of being incurred.


*     Amount is less than $0.005 or more than $(0.005).



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


+     In 2005, 0.10% of the total return on Class A, Class B and Class C
      consists of a payment by affiliate. Excluding this item, total return
      would have been 13.20%, 12.31% and 12.36% for Class A, Class B and Class
      C, respectively.


++    Impact of waiving the advisory fee for the ING Institutional Prime Money
      Market Fund holding has less than 0.01% impact on the expense ratio.


110  ING International Growth Opportunities Fund


FINANCIAL HIGHLIGHTS ING INTERNATIONAL REAL ESTATE FUND
--------------------------------------------------------------------

The information in the table below has been derived from the Fund's financial
statements, which have been audited by KPMG LLP, an independent registered
public accounting firm.


                                                                                CLASS A
                                                                 -------------------------------------
                                                                                          FEBRUARY 28,
                                                                  YEAR ENDED OCTOBER 31,   2006(1)TO
                                                                 -----------------------  OCTOBER 31,
                                                                             2007
---------------------------------------------------------- -----             ----
                                                                                               2006
                                                                                               ----
 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of period                       $               11.63             10.00
 Income from investment operations:
 Net investment income                                      $                0.13*             0.09*
 Net realized and unrealized gain on investments and       $                 3.14              1.60
  foreign currency related transactions
 Total from investment operations                           $                3.27              1.69
 Less distributions from:
 Net investment income                                      $                0.34              0.06
 Total distributions                                       $                 0.34              0.06
 Net asset value, end of period                             $               14.56             11.63
 TOTAL RETURN(2)                                            %               28.49             16.94
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of period (000's)                          $             271,425            49,798
 Ratios to average net assets:
 Gross expenses prior to expense reimbursement(3)           %                1.51              2.01
 Net expenses after expense reimbursement(3)(4)             %                1.50              1.50
 Net investment income after expense reimbursement(3)(4)    %                0.99              1.33
 Portfolio turnover rate                                    %                  44                29



                                                                                CLASS B
                                                                 -------------------------------------
                                                                                          FEBRUARY 28,
                                                                  YEAR ENDED OCTOBER 31,   2006(1)TO
                                                                 -----------------------  OCTOBER 31,
                                                                             2007
---------------------------------------------------------- -----             ----
                                                                                               2006
                                                                                               ----
 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of period                       $               11.59             10.00
 Income from investment operations:
 Net investment income                                      $                0.03*             0.04*
 Net realized and unrealized gain on investments and       $                 3.14              1.59
  foreign related currency transactions
 Total from investment operations                           $                3.17              1.63
 Less distributions from:
 Net investment income                                      $                0.26              0.04
 Total distributions                                       $                 0.26              0.04
 Net asset value, end of period                             $               14.50             11.59
 TOTAL RETURN(2)                                            %               27.69             16.38
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of period (000's)                          $              11,819             1,639
 Ratios to average net assets:
 Gross expenses prior to expense reimbursement(3)           %                2.26              2.76
 Net expenses after expense reimbursement(3)(4)             %                2.25              2.25
 Net investment income after expense reimbursement(3)(4)    %                0.25              0.51
 Portfolio turnover rate                                    %                  44                29


[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                                         ING International Real Estate Fund  111


ING INTERNATIONAL REAL ESTATE FUND - (CONTINUED)           FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------


                                                                                CLASS C
                                                                 -------------------------------------
                                                                                          FEBRUARY 28,
                                                                  YEAR ENDED OCTOBER 31,   2006(1)TO
                                                                 -----------------------  OCTOBER 31,
                                                                             2007
---------------------------------------------------------- -----             ----
                                                                                               2006
                                                                                               ----
 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of period                       $               11.59             10.00
 Income from investment operations:
 Net investment income                                      $                0.03*             0.04*
 Net realized and unrealized gain on investments and       $                 3.13              1.59
  foreign currency related transactions
 Total from investment operations                           $                3.16              1.63
 Less distributions from:
 Net investment income                                      $                0.26              0.04
 Total distributions                                       $                 0.26              0.04
 Net asset value, end of period                             $               14.49             11.59
 TOTAL RETURN(2)                                            %               27.58             16.31
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of period (000's)                          $             121,529            17,075
 Ratios to average net assets:
 Gross expenses prior to expense reimbursement(3)           %                2.26              2.76
 Net expenses after expense reimbursement(3)(4)             %                2.25              2.25
 Net investment income after expense reimbursement(3)(4)    %                0.24              0.54
 Portfolio turnover rate                                    %                  44                29


--------------------------------------------------------------------------------

(1)   Commencement of operations.

(2)   Total return is calculated assuming reinvestment of dividends and capital
      gain distributions at net asset value and excluding the deduction of
      sales charge. Total return for less than one year is not annualized.

(3)   Annualized for periods less than one year.

(4)   The Adviser has agreed to limit expenses, (excluding interest, taxes,
      brokerage and extraordinary expenses) subject to possible recoupment by
      ING Investments within three years of being incurred.


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


112  ING International Real Estate Fund


FINANCIAL HIGHLIGHTS ING INTERNATIONAL SMALLCAP MULTI-MANAGER FUND
--------------------------------------------------------------------

The information in the table below has been derived from the Fund's financial
statements, which have been audited by KPMG LLP, an independent registered
public accounting firm.


                                                                                         CLASS A
                                                            ------------------------------------------------------------------
                                                                                  YEAR ENDED OCTOBER 31,
                                                            ------------------------------------------------------------------
                                                                2007         2006         2005          2004          2003
                                                            ------------ ------------ ------------ ------------- -------------

 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of year                        $        47.15        37.75       29.27        25.37         18.35
 Income from investment operations:
 Net investment income                                     $         0.31         0.29        0.33*        0.02          0.01
 Net realized and unrealized gain on investments and      $         19.25         9.44        8.05         3.86          7.01
  foreign currency related transactions, net
of Indian capital gains tax
 Total from investment operations                          $        19.56         9.73        8.38         3.88          7.02
 Less distributions from:
 Net investment income                                     $         0.28         0.33           -         0.00**           -
 Total distributions                                      $          0.28         0.33           -         0.00**           -
 Payment by affiliate                                      $           -            -         0.10         0.02             -
 Net asset value, end of year                             $         66.43        47.15       37.75        29.27         25.37
 TOTAL RETURN(1)                                           %        41.67        25.91      28.97 +      15.39 ++       38.26
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of year (000's)                           $     523,535      243,020      173,612      154,658        150,043
 Ratios to average net assets:
 Gross expenses prior to expense reimbursement/recoupment  %         1.60         1.66        1.74         1.72          1.94
 Net expenses after expense reimbursement/recoupment(2)    %         1.60         1.66        1.74         1.75          1.95
 Net investment income after expense                       %         0.67         0.67        0.98         0.07          0.00**
  reimbursement/recoupment(2)
 Portfolio turnover rate                                   %          93           85          124          106           114



                                                                                           CLASS B
                                                            ---------------------------------------------------------------------
                                                                                   YEAR ENDED OCTOBER 31,
                                                            ---------------------------------------------------------------------
                                                                   2007            2006         2005         2004         2003
                                                            ----------------- ------------- ----------- ------------- -----------

 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of year                       $         48.53            38.83       30.30         26.43        19.25
 Income (loss) from investment operations:
 Net investment income (loss)                             $          0.00* **       (0.01)*       0.10*       (0.19)       (0.24)
 Net realized and unrealized gain on investments and     $          19.78             9.75        8.33          4.04         7.42
  foreign currency related transactions, net
of Indian capital gains tax
 Total from investment operations                         $         19.78             9.74        8.43          3.85         7.18
 Less distributions from:
 Net investment income                                    $             -             0.04           -            -            -
 Total distributions                                     $              -             0.04           -            -            -
 Payment by affiliate                                     $             -               -         0.10          0.02           -
 Net asset value, end of year                            $          68.31            48.53       38.83         30.30        26.43
 TOTAL RETURN(1)                                          %         40.76            25.10      28.15 +       14.64++       37.30
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of year (000's)                          $        65,619          58,469       57,131       58,318       62,104
 Ratios to average net assets:
 Gross expenses prior to expense reimbursement/recoupment %          2.25             2.31        2.39          2.37         2.59
 Net expenses after expense reimbursement/recoupment(2)   %          2.25             2.31        2.39          2.40         2.60
 Net investment income (loss) after expense               %          0.00**         (0.03)        0.29        (0.60)       (0.68)
  reimbursement/recoupment(2)
 Portfolio turnover rate                                  %            93              85          124          106          114


[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                              ING International SmallCap Multi-Manager Fund  113


ING INTERNATIONAL SMALLCAP MULTI-MANAGER FUND
 - (CONTINUED)                                             FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------


                                                                                    CLASS C
                                                             -----------------------------------------------------
                                                                                                      YEAR ENDED
                                                                               YEAR ENDED OCTOBER 31,  OCTOBER 31,
                                                             ---------------------------------------  ------------
                                                                  2007        2006     2005   2004        2003
                                                             ------------------- -----------------    -----------

 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of year                      $      44.39      35.59      27.77    24.23       17.65
 Income (loss) from investment operations:
 Net investment income (loss)                            $       0.00****  (0.00)***   0.10*   (0.17)     (0.29)
 Net realized and unrealized gain on investments and     $      18.09       8.91       7.62     3.70        6.87
  foreign currency related transactions, net
of Indian capital gains tax
 Total from investment operations                        $      18.09       8.91       7.72     3.53        6.58
 Less distributions from:
 Net investment income                                   $       0.00***    0.11          -        -          -
 Total distributions                                     $       0.00***    0.11          -        -          -
 Payment by affiliate                                    $          -          -       0.10     0.01          -
 Net asset value, end of year                            $      62.48      44.39      35.59    27.77       24.23
 TOTAL RETURN(1)                                         %      40.76      25.09      28.16+   14.61++     37.28
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of year (000's)                         $    104,274     65,534     52,420   47,793     50,227
 Ratios to average net assets:
 Gross expenses prior to expense reimbursement/recoupment%       2.25       2.31       2.39     2.37        2.59
 Net expenses after expense reimbursement/recoupment(2)  %       2.25       2.31       2.39     2.40        2.60
 Net investment income (loss) after expense              %       0.01      (0.01)      0.30    (0.60)     (0.68)
  reimbursement/recoupment(2)
 Portfolio turnover rate                                 %         93         85        124      106        114


--------------------------------------------------------------------------------

(1)   Total return is calculated assuming reinvestment of all dividends and
      capital gain distributions at net asset value and excluding the deduction
      of sales charges.

(2)   The Adviser has agreed to limit expenses, (excluding interest, taxes,
      brokerage and extraordinary expenses) subject to possible recoupment by
      ING Investments within three years of being incurred.


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

**    Amount is less than $0.005 or 0.005%.

***   Amount is more than $(0.005) or less than $0.005.

+     In 2005, 0.34%, 0.33% and 0.36% of the total return on Class A, Class B,
      and Class C, respectively, consists of a payment by affiliate. Excluding
      this item, total return would have been 28.63%, 27.82%, and 27.80% on
      Class A, Class B, and Class C, respectively.

++    In 2004, the Sub-Adviser fully reimbursed the Fund for a loss incurred
      from a transaction not meeting the Fund's investment guidelines, which
      otherwise would have reduced total return by 0.07%.


114  ING International SmallCap Multi-Manager Fund


FINANCIAL HIGHLIGHTS       ING INTERNATIONAL VALUE FUND
--------------------------------------------------------------------

The information in the table below has been derived from the Fund's financial
statements, which have been audited by KPMG LLP, an independent registered
public accounting firm.


                                                                                        CLASS A
                                                                 -----------------------------------------------------------
                                                                                                                YEAR ENDED
                                                                                YEAR ENDED OCTOBER 31,          OCTOBER 31,
                                                                 -------------------------------------------  --------------
                                                                    2007      2006       2005       2004           2003
                                                                 ---------  ---------  --------   ----------  --------------

 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of year                         $        21.52      18.33     16.90        13.71          10.40
 Income from investment operations:
 Net investment income                                      $         0.24*      0.18*     0.17         0.13           0.08
 Net realized and unrealized gain on investments and        $         3.73       4.58      2.28         3.15           3.48
  foreign currency related transactions
 Total from investment operations                           $         3.97       4.76      2.45         3.28           3.56
 Less distributions from:
 Net investment income                                      $         0.20       0.16      0.22         0.09           0.05
 Net realized gains on investments                          $         2.14       1.41      0.80           -            0.20
 Total distributions                                        $         2.34       1.57      1.02         0.09           0.25
 Payment by affiliate                                       $            -          -      0.00**         -              -
 Net asset value, end of year                               $        23.15      21.52     18.33        16.90          13.71
 TOTAL RETURN(1)                                            %        19.87      27.64    15.06 +       24.03          35.11
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of year (000's)                            $    2,136,218  1,995,027  1,732,332  1,869,868      1,641,943
 Ratios to average net assets:
 Gross expenses prior to brokerage commission recapture     %         1.59       1.60      1.60         1.61           1.74
 Net expenses after brokerage commission recapture          %         1.59       1.60      1.60         1.61           1.74
 Net investment income after brokerage commission recapture %         1.08       0.90      0.88         0.79           0.66
 Portfolio turnover rate                                    %           32         25        21          29              9



                                                                                         CLASS B
                                                          ---------------------------------------------------------------------
                                                                                 YEAR ENDED OCTOBER 31,
                                                          -----------------------------------------------------------------
                                                                2007        2006         2005         2004          2003
                                                          ------------------------------------- ---------------------------

 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of year                       $       21.07       17.95       16.58          13.45        10.23
 Income (loss) from investment operations:
 Net investment income (loss)                             $        0.08*       0.04*       0.05           0.02       (0.00)**
 Net realized and unrealized gain on investments and     $         3.66        4.50        2.23           3.11         3.42
  foreign currency related transactions
 Total from investment operations                         $        3.74        4.54        2.28           3.13         3.42
 Less distributions from:
 Net investment income                                    $        0.03        0.01        0.11             -            -
 Net realized gains on investments                       $         2.14        1.41        0.80             -          0.20
 Total distributions                                      $        2.17        1.42        0.91             -          0.20
 Payment by affiliate                                    $            -           -        0.00**           -            -
 Net asset value, end of year                             $       22.64       21.07       17.95          16.58        13.45
 TOTAL RETURN(1)                                          %       19.03       26.81      14.21 +         23.27        34.11
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of year (000's)                          $     301,705     368,952      411,071      454,952      420,651
 Ratios to average net assets:
 Gross expenses prior to brokerage commission recapture   %        2.29        2.30        2.30           2.31         2.44
 Net expenses after brokerage commission recapture        %        2.29        2.30        2.30           2.31         2.44
 Net investment income (loss) after brokerage commission  %        0.39        0.20        0.17           0.09       (0.04)
  recapture
 Portfolio turnover rate                                  %          32          25          21            29            9


[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                                               ING International Value Fund  115


ING INTERNATIONAL VALUE FUND - (CONTINUED)                 FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------


                                                                                               CLASS C
                                                                --------------------------------------------------------------------
                                                                                       YEAR ENDED OCTOBER 31,
                                                                --------------------------------------------------------------------
                                                                    2007         2006          2005          2004           2003
                                                                ------------ ------------ -------------- ------------ --------------

 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of year                         $        20.98         17.91       16.54           13.42         10.21
 Income (loss) from investment operations:
 Net investment income (loss)                               $         0.08*         0.05        0.04            0.02        (0.00)**
 Net realized and unrealized gain on investments and       $          3.65          4.46        2.24            3.10          3.41
  foreign currency related transactions
 Total from investment operations                           $         3.73          4.51        2.28            3.12          3.41
 Less distributions from:
 Net investment income                                      $         0.05          0.03        0.11              -             -
 Net realized gains on investments                         $          2.14          1.41        0.80              -           0.20
 Total distributions                                        $         2.19          1.44        0.91              -           0.20
 Payment by affiliate                                      $             -            -         0.00**            -             -
 Net asset value, end of year                               $        22.52         20.98       17.91           16.54         13.42
 TOTAL RETURN(1)                                            %        19.10         26.71      14.25 +          23.25         34.08
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of year (000's)                            $      757,941      729,067       663,626       675,039       628,704
 Ratios to average net assets:
 Gross expenses prior to expense reimbursement/recoupment   %         2.29          2.30        2.30            2.31          2.44
  and brokerage commission
recapture
 Net expenses after expense reimbursement/recoupment and    %         2.28          2.30        2.30            2.31          2.44
  prior to brokerage commission
recapture
 Net expenses after expense reimbursement/recoupment and    %         2.28          2.30        2.30            2.31          2.44
  brokerage commission recapture
 Net investment income (loss) after expense                 %         0.38          0.20        0.15            0.09       ( 0.04)
  reimbursement/recoupment and brokerage
commission recapture
 Portfolio turnover rate                                    %           32           25           21             29             9


--------------------------------------------------------------------------------

(1)   Total return is calculated assuming reinvestment of all dividends and
      capital gains distributions at net asset value and excluding the
      deduction of sales charges.


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

**    Amount is less than $0.005 or more than $(0.005).


+     In 2005, there was no impact on total return due to payment by affiliate.

116  ING International Value Fund


FINANCIAL HIGHLIGHTSING INTERNATIONAL VALUE CHOICE FUND
--------------------------------------------------------------------

The information in the table below has been derived from the Fund's financial
statements, which have been audited by KPMG LLP, an independent registered
public accounting firm.


                                                                                        CLASS A
                                                                       ------------------------------------------
                                                                               YEAR ENDED             FEBRUARY 1,
                                                                              OCTOBER 31,              2005(1)TO
                                                                       --------------------------     OCTOBER 31,
                                                                           2007           2006           2005
                                                                       -----------    -----------    ------------

 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of period                          $           12.42          10.70           10.00
 Income from investment operations:
 Net investment income                                         $            0.10*          0.12*           0.11*
 Net realized and unrealized gain on investments and          $             2.65           1.86            0.59
  foreign currency related transactions
 Total from investment operations                              $            2.75           1.98            0.70
 Less distributions from:
 Net investment income                                         $            0.07           0.10               -
 Net realized gains on investments                            $             0.21           0.16               -
 Total distributions                                           $            0.28           0.26               -
 Net asset value, end of period                               $            14.89          12.42           10.70
 TOTAL RETURN(2)                                               %           22.48          18.82            7.00
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of period (000's)                             $          16,598         17,962           6,115
 Ratios to average net assets:
 Gross expenses prior to expense reimbursement/recoupment      %            1.63           1.71            3.44
  and brokerage commission recapture(3)
 Net expenses after expense reimbursement/recoupment and       %            1.70           1.70            1.70
  prior to brokerage commission recapture(3)(4)
 Net expenses after expense reimbursement/recoupment and       %            1.70           1.69            1.70
  brokerage commission recapture(3)(4)
 Net investment income after expense                           %            0.77           1.04            1.08
  reimbursement/recoupment and brokerage commission
recapture(3)(4)
 Portfolio turnover rate                                       %              88             31              24



                                                                                           CLASS B
                                                                       ------------------------------------------------
                                                                                  YEAR ENDED                FEBRUARY 1,
                                                                                 OCTOBER 31,                 2005(1)TO
                                                                       --------------------------------     OCTOBER 31,
                                                                              2007              2006           2005
                                                                       -----------------    -----------    ------------

 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of period                          $              12.27             10.65           10.00
 Income from investment operations:
 Net investment income                                         $               0.00* **          0.04*           0.04*
 Net realized and unrealized gain on investments and          $                2.61              1.82            0.61
  foreign currency related transactions
 Total from investment operations                              $               2.61              1.86            0.65
 Less distributions from:
 Net investment income                                         $                  -              0.08               -
 Net realized gains on investments                            $                0.21              0.16               -
 Total distributions                                           $               0.21              0.24               -
 Net asset value, end of period                               $               14.67             12.27           10.65
 TOTAL RETURN(2)                                               %              21.54             17.77            6.50
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of period (000's)                             $              3,805             3,565           1,427
 Ratios to average net assets:
 Gross expenses prior to expense reimbursement/recoupment      %               2.38              2.46            4.19
  and brokerage commission recapture(3)
 Net expenses after expense reimbursement/recoupment and       %               2.45              2.45            2.45
  prior to brokerage commission recapture(3)(4)
 Net expenses after expense reimbursement/recoupment and       %               2.45              2.44            2.45
  brokerage commission recapture(3)(4)
 Net investment income after expense                           %               0.01              0.35            0.36
  reimbursement/recoupment and brokerage commission
recapture(3)(4)
 Portfolio turnover rate                                       %                 88                31              24


[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                                        ING International Value Choice Fund  117


ING INTERNATIONAL VALUE CHOICE FUND - (CONTINUED)          FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------


                                                                                         CLASS C
                                                                       --------------------------------------------
                                                                                YEAR ENDED              FEBRUARY 4,
                                                                               OCTOBER 31,               2005(1)TO
                                                                       ----------------------------     OCTOBER 31,
                                                                            2007            2006           2005
                                                                       -------------    -----------    ------------

 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of period                          $            12.29           10.66           10.01
 Income from investment operations:
 Net investment income                                         $             0.00**          0.04*           0.04*
 Net realized and unrealized gain on investments and          $              2.62            1.83            0.61
  foreign currency related transactions
 Total from investment operations                              $             2.62            1.87            0.65
 Less distributions from:
 Net investment income                                         $                -            0.08               -
 Net realized gains on investments                            $              0.21            0.16               -
 Total distributions                                           $             0.21            0.24               -
 Net asset value, end of period                               $             14.70           12.29           10.66
 TOTAL RETURN(2)                                               %            21.58           17.78            6.49
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of period (000's)                             $            4,930           4,189           1,796
 Ratios to average net assets:
 Gross expenses prior to expense reimbursement/recoupment      %             2.38            2.46            4.19
  and brokerage commission recapture(3)
 Net expenses after expense reimbursement/recoupment and       %             2.45            2.45            2.45
  prior to brokerage commission recapture(3)(4)
 Net expenses after expense reimbursement/recoupment and       %             2.45            2.44            2.45
  brokerage commission recapture(3)(4)
 Net investment income after expense                           %             0.00**          0.33            0.35
  reimbursement/recoupment and brokerage commission
recapture(3)(4)
 Portfolio turnover rate                                       %               88              31              24


--------------------------------------------------------------------------------

(1)   Commencement of operations.

(2)   Total return is calculated assuming reinvestment of all dividends and
      capital gain distributions at net asset value and excluding the deduction
      of sales charges. Total return for less than one year is not annualized.

(3)   Annualized for periods less than one year.

(4)   The Adviser has agreed to limit expenses, (excluding interest, taxes,
      brokerage and extraordinary expenses) subject to possible recoupment by
      ING Investments within three years of being incurred.


*     Calculated using average numbers of shares outstanding throughout the
      period.

**    Amount is less than $0.005 or 0.005%.


118  ING International Value Choice Fund


FINANCIAL HIGHLIGHTS ING INTERNATIONAL VALUE OPPORTUNITIES FUND
--------------------------------------------------------------------

The information in the table below has been derived from the Fund's financial
statements, which have been audited by KPMG LLP, an independent registered
public accounting firm.


                                                                              CLASS A
                                                                      -----------------------
                                                                       FEBRUARY 28, 2007(1)TO
                                                                            OCTOBER 31,
                                                                                2007

---------------------------------------------------------    -----                   -
 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of period                         $                   10.00
 Income from investment operations:
 Net investment income                                        $                    0.17
 Net realized and unrealized gain on investments and         $                     0.47
  foreign currency related transactions
 Total from investment operations                             $                    0.64
 Net asset value, end of period                              $                    10.64
 TOTAL RETURN(2)                                              %                    6.40
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of period (000's)                            $                 10,671
 Ratios to average net assets:
 Gross expenses prior to expense reimbursement(3)             %                    2.80
 Net expenses after expense reimbursement(3)(4)               %                    1.40
 Net investment income after expense reimbursement(3)(4)      %                    2.52
 Portfolio turnover rate                                      %                     41



                                                                          CLASS B
                                                                       -------------
                                                                        FEBRUARY 28,
                                                                         2007(1) TO
                                                                        OCTOBER 31,
                                                                            2007

---------------------------------------------------------    ------             -
 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of period                        $              10.00
 Income from investment operations:
 Net investment income                                       $               0.02*
 Net realized and unrealized gain on investments and         $               0.57
  foreign currency related transactions
 Total from investment operations                            $               0.59
 Net asset value, end of period                              $              10.59
 TOTAL RETURN(2)                                               %             5.90
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of period (000's)                           $                  2
 Ratios to average net assets:
 Gross expenses prior to expense reimbursement(3)              %             3.55
 Net expenses after expense reimbursement(3)(4)               %              2.15
 Net investment income after expense reimbursement(3)(4)       %             0.33
 Portfolio turnover rate                                      %                41


[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                                 ING International Value Opportunities Fund  119


ING INTERNATIONAL VALUE OPPORTUNITIES FUND - (CONTINUED)   FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------


                                                                          CLASS C
                                                                       -------------
                                                                        FEBRUARY 28,
                                                                         2007(1) TO
                                                                        OCTOBER 31,
                                                                            2007

---------------------------------------------------------    ------             -
 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of period                        $              10.00
 Income from investment operations:
 Net investment income                                       $               0.01*
 Net realized and unrealized gain on investments and         $               0.55
  foreign currency related transactions
 Total from investment operations                            $               0.56
 Net asset value, end of period                              $              10.56
 TOTAL RETURN(2)                                               %             5.60
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of period (000's)                           $                 28
 Ratios to average net assets:
 Gross expenses prior to expense reimbursement(3)              %             3.55
 Net expenses after expense reimbursement(3)(4)               %              2.15
 Net investment income after expense reimbursement(3)(4)       %             0.19
 Portfolio turnover rate                                      %                41


--------------------------------------------------------------------------------

(1)   Commencement of operations.

(2)   Total return is calculated assuming reinvestment of all dividends and
      capital gain distributions at net asset value and excluding the deduction
      of sales charges. Total return for less than one year is not annualized.

(3)   Annualized for periods less than one year.

(4)   The Adviser has agreed to limit expenses, (excluding interest, taxes,
      brokerage and extraordinary expenses) subject to possible recoupment by
      ING Investments within three years of being incurred.


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


120  ING International Value Opportunities Fund


FINANCIAL HIGHLIGHTS                                 ING RUSSIA FUND
--------------------------------------------------------------------

The information in the table below has been derived from the Fund's financial
statements, which have been audited by KPMG LLP, an independent registered
public accounting firm.



                                                                                           CLASS A
                                                           -----------------------------------------------------------------------
                                                                                    YEAR ENDED OCTOBER 31,
                                                           -----------------------------------------------------------------------
                                                                2007          2006           2005          2004           2003
                                                           -------------- ------------ --------------- ------------ --------------

 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of year                    $         55.81          33.49         25.01          19.13         12.15
 Income (loss) from investment operations:
 Net investment income (loss)                          $        (0.33)*        (0.27)        (0.00)**         0.04        (0.00)**
 Net realized and unrealized gain on investments and  $          25.77          22.37          8.39           5.69          7.06
  foreign currency related transactions
 Total from investment operations                      $         25.44          22.10          8.39           5.73          7.06
 Less distributions from:
 Net investment income                                 $            -              -           0.01           0.02          0.12
 Net realized gains on investments                    $           3.12             -             -              -             -
 Total distributions                                   $          3.12             -           0.01           0.02          0.12
 Redemption fees applied to capital                   $             -            0.22          0.10           0.17          0.04
 Net asset value, end of year                          $         78.13          55.81         33.49          25.01         19.13
 TOTAL RETURN(1)                                       %         47.16          66.65         33.98          30.88         58.98
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of year (000's)                       $       922,504       751,947       271,603        212,180       161,601
 Ratios to average net assets:
 Expenses                                              %          1.96           1.98          2.13           2.01          2.09
 Net investment income (loss)                          %       ( 0.52)        ( 0.64)       ( 0.01)           0.15       ( 0.02)
 Portfolio turnover rate                               %           12             20            26             54            23


--------------------------------------------------------------------------------

(1)   Total return is calculated assuming reinvestment of all dividends and
      capital gain distributions at net asset value and excluding the deduction
      of sales charges.

(2)   The Adviser has agreed to limit expenses, (excluding, interest, taxes,
      brokerage and extraordinary expenses) subject to possible recoupment by
      ING Investments within three years of being incurred.


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

**    Amount is more than $(0.005).


[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                                                            ING Russia Fund  121


ING EMERGING MARKETS FIXED INCOME FUND                     FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------


The information in the table below has been derived from the Fund's financial
statements, which have been audited by KPMG LLP, an independent registered
public accounting firm.



                                                                                  CLASS A
                                                                   -------------------------------------
                                                                                            DECEMBER 21,
                                                                    YEAR ENDED OCTOBER 31,   2005(1)TO
                                                                   -----------------------  OCTOBER 31,
                                                                             2007               2006
                                                                   ----------------------- -------------

 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of period                         $               10.33             10.00
 Income from investment operations:
 Net investment income                                        $                0.66*             0.64*
 Net realized and unrealized gain on investments, foreign    $                 0.06              0.26
  currency related transactions, and futures
 Total from investment operations                             $                0.72              0.90
 Less distributions from:
 Net investment income                                        $                0.63              0.57
 Net realized gains on investments                           $                 0.03                 -
 Total distributions                                          $                0.66              0.57
 Net asset value, end of period                              $                10.39             10.33
 TOTAL RETURN(2)                                              %                7.18              9.28
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of period (000's)                            $              10,539            26,121
 Ratios to average net assets:
 Gross expenses prior to expense reimbursement/recoupment(3)  %                1.12              2.41
 Net expenses after expense reimbursement/recoupment(3)(4)    %                1.20              1.25
 Net investment income after expense                          %                6.39              7.36
  reimbursement/recoupment(3)(4)
 Portfolio turnover rate                                      %                  29                56



                                                                               CLASS B
                                                                       -----------------------
                                                                                                  JANUARY 4,
                                                                        YEAR ENDED OCTOBER 31,     2006(1)TO
                                                                       -----------------------    OCTOBER 31,
                                                                                 2007                2006
                                                                       -----------------------   ------------

 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of period                           $                 10.30               10.15
 Income from investment operations:
 Net investment income                                          $                  0.54*               0.59*
 Net realized and unrealized gain on investments, foreign      $                   0.10                0.09
  currency related transactions, and futures
 Total from investment operations                               $                  0.64                0.68
 Less distributions from:
 Net investment income                                          $                  0.55                0.53
 Net realized gains on investments                             $                   0.03                   -
 Total distributions                                            $                  0.58                0.53
 Net asset value, end of period                                $                  10.36               10.30
 TOTAL RETURN(2)                                                %                  6.40                6.92
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of period (000's)                              $                   404                 293
 Ratios to average net assets:
 Gross expenses prior to expense reimbursement/recoupment(3)    %                  1.87                3.16
 Net expenses after expense reimbursement/recoupment(3)(4)      %                  1.95                2.00
 Net investment income after expense                            %                  5.22                6.91
  reimbursement/recoupment(3)(4)
 Portfolio turnover rate                                        %                    29                  56


122  ING Emerging Markets Fixed Income Fund


FINANCIAL HIGHLIGHTS ING EMERGING MARKETS FIXED INCOME FUND - (CONTINUED)
--------------------------------------------------------------------


                                                                                      CLASS C
                                                                       --------------------------------------
                                                                                                   MARCH 1,
                                                                        YEAR ENDED OCTOBER 31,     2006(1)TO
                                                                       -----------------------    OCTOBER 31,
                                                                                   2007
------------------------------------------------------------   -----               ----
                                                                                                       2006
                                                                                                       ----
 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of period                           $                  10.29              10.43
 Income (loss) from investment operations:
 Net investment income                                          $                   0.53               0.61*
 Net realized and unrealized gain (loss) on investments,       $                    0.11            (  0.34)
  foreign currency related transactions, and futures
 Total from investment operations                               $                   0.64               0.27
 Less distributions from:
 Net investment income                                          $                   0.55               0.41
 Net realized gains on investments                             $                    0.03                  -
 Total distributions                                            $                   0.58               0.41
 Net asset value, end of period                                $                   10.35              10.29
 TOTAL RETURN(2)                                                %                   6.41               2.75
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of period (000's)                              $                 1,564                 344
 Ratios to average net assets:
 Gross expenses prior to expense reimbursement/recoupment(3)    %                   1.87               3.16
 Net expenses after expense reimbursement/recoupment(3)(4)      %                   1.95               2.00
 Net investment income after expense                            %                   4.87               7.09
  reimbursement/recoupment(3)(4)
 Portfolio turnover rate                                        %                    29                  56


--------------------------------------------------------------------------------

(1)   Commencement of operations.

(2)   Total return is calculated assuming reinvestment of all dividends and
      capital gain distributions at net asset value and excluding the deduction
      of sales charges. Total return for less than one year is not annualized.

(3)   Annualized for periods less than one year.

(4)   The Adviser has agreed to limit expenses, (excluding interest, taxes,
      brokerage and extraordinary expenses) subject to possible recoupment by
      ING Investments within three years of being incurred.


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


[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                                     ING Emerging Markets Fixed Income Fund  123


ING GLOBAL BOND FUND                                       FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------

The information in the table below has been derived from the Fund's financial
statements, which have been audited by KPMG LLP, an independent registered
public accounting firm.


                                                                                    CLASS A
                                                                     --------------------------------------
                                                                                                 JUNE 30,
                                                                      YEAR ENDED OCTOBER 31,     2006(1)TO
                                                                     -----------------------    OCTOBER 31,
                                                                                 2007               2006
----------------------------------------------------------   -----               ----               ----
 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of period                         $                 10.25              10.00
 Income from investment operations:
 Net investment income                                        $                  0.31*              0.08*
 Net realized and unrealized gain on investments, foreign    $                   0.64               0.23
  currency related transactions, and futures
 Total from investment operations                             $                  0.95               0.31
 Less distributions from:
 Net investment income                                        $                  0.43               0.06
 Net realized gains on investments                           $                   0.18                  -
 Total distributions                                          $                  0.61               0.06
 Net asset value, end of period                              $                  10.59              10.25
 TOTAL RETURN(2)                                              %                  9.61               3.13
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of period (000's)                            $                28,887             25,784
 Ratios to average net assets:
 Gross expenses prior to expense reimbursement(3)             %                  1.46               1.38
 Net expenses after expense reimbursement(3)(4)               %                 0.90 +              0.90
 Net investment income after expense reimbursement(3)(4)      %                  3.08               2.41
 Portfolio turnover rate                                      %                   858                451



                                                                                    CLASS B
                                                                     --------------------------------------
                                                                                                 JUNE 30,
                                                                      YEAR ENDED OCTOBER 31,     2006(1)TO
                                                                     -----------------------    OCTOBER 31,
                                                                                 2007               2006
----------------------------------------------------------   -----               ----               ----
 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of period                         $                 10.24               10.00
 Income from investment operations:
 Net investment income                                        $                  0.25*               0.06*
 Net realized and unrealized gain on investments, foreign    $                   0.62                0.22
  currency related transactions, and futures
 Total from investment operations                             $                  0.87                0.28
 Less distributions from:
 Net investment income                                        $                  0.38                0.04
 Net realized gains on investments                           $                   0.18                   -
 Total distributions                                          $                  0.56                0.04
 Net asset value, end of period                              $                  10.55               10.24
 TOTAL RETURN(2)                                              %                  8.74                2.84
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of period (000's)                            $                   342                  28
 Ratios to average net assets:
 Gross expenses prior to expense reimbursement(3)             %                  2.21                2.13
 Net expenses after expense reimbursement(3)(4)               %                 1.65 +               1.65
 Net investment income after expense reimbursement(3)(4)      %                  2.44                2.00
 Portfolio turnover rate                                      %                   858                 451


124  ING Global Bond Fund


FINANCIAL HIGHLIGHTSING GLOBAL BOND FUND - (CONTINUED)
--------------------------------------------------------------------


                                                                                    CLASS C
                                                                     --------------------------------------
                                                                                                 JUNE 30,
                                                                      YEAR ENDED OCTOBER 31,     2006(1)TO
                                                                     -----------------------    OCTOBER 31,
                                                                                 2007                2006
----------------------------------------------------------   -----               ----                ----
 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of period                         $                 10.24               10.00
 Income from investment operations:
 Net investment income                                        $                  0.24*               0.06*
 Net realized and unrealized gain on investments, foreign    $                   0.64                0.22
  currency related transactions, and futures
 Total from investment operations                             $                  0.88                0.28
 Less distributions from:
 Net investment income                                        $                  0.35                0.04
 Net realized gains on investments                           $                   0.18                   -
 Total distributions                                          $                  0.53                0.04
 Net asset value, end of period                              $                  10.59               10.24
 TOTAL RETURN(2)                                              %                  8.90                2.82
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of period (000's)                            $                 1,627                  36
 Ratios to average net assets:
 Gross expenses prior to expense reimbursement(3)             %                  2.21                2.13
 Net expenses after expense reimbursement(3)(4)               %                 1.65 +               1.65
 Net investment income after expense reimbursement(3)(4)      %                  2.33                1.68
 Portfolio turnover rate                                      %                   858                 451


--------------------------------------------------------------------------------

(1)   Commencement of operations.

(2)   Total return is calculated assuming reinvestment of all dividends and
      capital gain distributions at net asset value and excluding the deduction
      of sales charges. Total return for less than one year is not annualized.


(3)   Annualized for periods less than one year.



(4)   The Adviser has agreed to limit expenses, (excluding interest, taxes,
      brokerage and extraordinary expenses) subject to possible recoupment by
      ING Investments within three years of being incurred.



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

+     Impact of waiving the advisory fee for the ING Institutional Prime Money
      Market Fund holding has less than 0.01% impact on the expense ratio.


[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                                                       ING Global Bond Fund  125


                      (THIS PAGE INTENTIONALLY LEFT BLANK)


In addition to the Funds offered in this Prospectus, the Distributor also
offers the funds listed below. Before investing in a fund, shareholders should
carefully review the fund's prospectus. Investors may obtain a copy of a
prospectus of any ING Fund not discussed in this Prospectus by calling (800)
992-0180 or by going to www.ingfunds.com.

Domestic Equity and Income Funds
ING Balanced Fund
ING Growth and Income Fund
ING Real Estate Fund

Domestic Equity Growth Funds

ING 130/30 Fundamental Research Fund

ING Fundamental Research Fund
ING LargeCap Growth Fund
ING MidCap Opportunities Fund
ING Opportunistic LargeCap Fund
ING Small Company Fund
ING SmallCap Opportunities Fund

Domestic Equity Index Funds
ING Index Plus LargeCap Fund
ING Index Plus MidCap Fund
ING Index Plus SmallCap Fund

Domestic Equity Value Funds
ING Financial Services Fund

ING LargeCap Value Fund

ING SmallCap Value Fund
ING SmallCap Value Choice Fund
ING Value Choice Fund

Fixed-Income Funds
ING GNMA Income Fund
ING High Yield Bond Fund
ING National Tax-Exempt Bond Fund

Global Equity Fund
ING Global Science and Technology Fund

International Fund-of-Funds
ING Diversified International Fund

Loan Participation Fund
ING Senior Income Fund

Money Market Funds
ING Classic Money Market Fund
ING Money Market Fund

Strategic Allocation Funds
ING Strategic Allocation Conservative Fund
ING Strategic Allocation Growth Fund
ING Strategic Allocation Moderate Fund


WHERE TO GO FOR MORE INFORMATION
YOU'LL FIND MORE INFORMATION ABOUT THE FUNDS IN OUR:

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

STATEMENT OF ADDITIONAL INFORMATION ("SAI")
The SAI contains more detailed information about the Funds. The SAI is legally
part of this Prospectus (it is incorporated by reference). A copy has been
filed with the SEC.
Please write, call or visit our website for a free copy of the current annual/
semi-annual shareholder reports, the SAI or other Fund information.
To make shareholder inquiries contact:

THE ING FUNDS
7337 East Doubletree Ranch Road
Scottsdale, AZ 85258-2034

1-800-992-0180
Or visit our website at WWW.INGFUNDS.COM
This information may also be reviewed or obtained from the SEC. In order to
review the information in person, you will need to visit the SEC's Public
Reference Room in Washington, D.C. or call 202-551-8090 for information on the
operation of the Public Reference Room. Otherwise, you may obtain the
information for a fee by contacting the SEC at:

U.S. SECURITIES AND EXCHANGE COMMISSION
Public Reference Section
100 F Street, N.E.
Washington, D.C. 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
WWW.SEC.GOV.
When contacting the SEC, you will want to refer to the Funds' SEC file numbers.
The file numbers are as follows:

ING Mayflower Trust                                811-07978
  ING International Value Fund
ING Mutual Funds                                   811-07428
  ING Asia-Pacific Real Estate Fund
  ING Disciplined International SmallCap Fund
  ING Emerging Countries Fund
  ING Emerging Markets Fixed Income Fund
  ING European Real Estate Fund
  ING Foreign Fund
  ING Global Bond Fund
  ING Global Equity Dividend Fund
  ING Global Natural Resources Fund
  ING Global Real Estate Fund
  ING Global Value Choice Fund
  ING Greater China Fund
  ING Index Plus International Equity Fund
  ING International Capital Appreciation Fund
  ING International Equity Dividend Fund
  ING International Growth Opportunities Fund
  ING International Real Estate Fund
  ING International SmallCap Multi-Manager Fund
  ING International Value Choice Fund
  ING International Value Opportunities Fund
  ING Russia Fund

PRPRO-UINTABC                                                    (0208-022908)
[GRAPHIC APPEARS HERE]

--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

Prospectus
FEBRUARY 29, 2008

Class I, Class Q and Class W

GLOBAL EQUITY FUNDS
[|] ING Global Equity Dividend Fund
[|] ING Global Natural Resources Fund
[|] ING Global Real Estate Fund
[|] ING Global Value Choice Fund

INTERNATIONAL EQUITY FUNDS
[|] ING Asia-Pacific Real Estate Fund
[|] ING Disciplined International SmallCap Fund
[|] ING Emerging Countries Fund
[|] ING European Real Estate Fund
[|] ING Foreign Fund
[|] ING Greater China Fund

[|] ING Index Plus International Equity Fund
[|] ING International Capital Appreciation Fund
[|] ING International Equity Dividend Fund
[|] ING International Growth Opportunities Fund
[|] ING International Real Estate Fund
[|] ING International SmallCap Multi-Manager Fund (formerly, ING International
    SmallCap Fund)
[|] ING International Value Fund
[|] ING International Value Choice Fund
[|] ING International Value Opportunities Fund

GLOBAL AND INTERNATIONAL FIXED-INCOME FUNDS
[|] ING Emerging Markets Fixed Income Fund
[|] ING Global Bond Fund

This Prospectus contains important information about investing in Class I, Class
Q and Class W shares of certain ING Funds. 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 Funds will achieve their investment objectives. 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.

-------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

MUTUAL FUNDS
--------------------------------------------------------------------------------


                                                                  WHAT'S INSIDE
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

       INVESTMENT
       OBJECTIVE
[GRAPHIC APPEARS HERE]

       PRINCIPAL
       INVESTMENT
       STRATEGIES
[GRAPHIC APPEARS HERE]

       RISKS

[GRAPHIC APPEARS HERE]

       HOW THE
       FUND HAS
       PERFORMED
[GRAPHIC APPEARS HERE]

       WHAT YOU
       PAY TO
       INVEST

These pages contain a description of each of our Funds included in this
Prospectus, including each Fund's investment objective, principal investment
strategies and risks.

You'll also find:

HOW THE FUND HAS PERFORMED. A chart that shows each Fund's financial performance
for the past ten years (or since inception, if shorter).

WHAT YOU PAY TO INVEST. A list of the fees and expenses you pay - both directly
and indirectly - when you invest in a Fund.

INTRODUCTION TO THE FUNDS                        1
FUNDS AT A GLANCE                                2
GLOBAL EQUITY FUNDS
ING Global Equity Dividend Fund                  4
ING Global Natural Resources Fund                6
ING Global Real Estate Fund                      8
ING Global Value Choice Fund                    10
INTERNATIONAL EQUITY FUNDS
ING Asia-Pacific Real Estate Fund               12
ING Disciplined International SmallCap Fund     14
ING Emerging Countries Fund                     16
ING European Real Estate Fund                   18
ING Foreign Fund                                20
ING Greater China Fund                          22
ING Index Plus International Equity Fund        24
ING International Capital Appreciation Fund     26
ING International Equity Dividend Fund          28
ING International Growth Opportunities Fund     30
ING International Real Estate Fund              32
ING International SmallCap Multi-Manager Fund   34
ING International Value Fund                    36
ING International Value Choice Fund             38
ING International Value Opportunities Fund      40
GLOBAL AND INTERNATIONAL FIXED-INCOME FUNDS
ING Emerging Markets Fixed Income Fund          42
ING Global Bond Fund                            44

WHAT YOU PAY TO INVEST                          46
SHAREHOLDER GUIDE                               49
MANAGEMENT OF THE FUNDS                         57
MORE INFORMATION ABOUT RISKS                    69
DIVIDENDS, DISTRIBUTIONS AND TAXES              74
FINANCIAL HIGHLIGHTS                            76
WHERE TO GO FOR MORE INFORMATION        Back Cover


                      (THIS PAGE INTENTIONALLY LEFT BLANK)


                                                      INTRODUCTION TO THE FUNDS
--------------------------------------------------------------------------------

Risk is the potential that your investment will lose money or not earn as much
as you hope. All mutual funds have varying degrees of risk, depending on the
securities in which they invest. Please read this Prospectus carefully to be
sure you understand the principal investment strategies and risks associated
with each of our Funds. You should consult the Statement of Additional
Information ("SAI") for a complete list of the investment strategies and risks.

[GRAPHIC APPEARS HERE]

If you have any questions about the Funds, please call your investment
professional or us at 1-800-992-0180.

This Prospectus is designed to help you make informed decisions about your
investments.

GLOBAL EQUITY FUNDS

ING offers Global Equity Funds that emphasize a growth approach to global
investing. These Funds focus on total return or long-term capital appreciation
by investing primarily in equity securities of companies throughout the world,
including the United States.

     They may be suitable investments if you:

     .    are investing for the long-term - at least several years;
     .    are looking for exposure to global markets and/or global real estate
          or natural resources industries; and

     .    are willing to accept higher risk in exchange for the potential for
          long-term growth.


INTERNATIONAL EQUITY FUNDS

ING offers International Equity Funds that emphasize a growth approach to
international investing, as well as International Equity Funds that apply the
technique of "value investing." These Funds focus on long-term growth or total
return consisting of capital appreciation and current income by investing
primarily in foreign equities.

     They may be suitable investments if you:

     .    are investing for the long-term - at least several years;

     .    are looking for exposure to international markets and/or Asia-Pacific
          or European real estate industries;
     .    are willing to accept higher risk in exchange for the potential for
          long-term growth; and

     .    are seeking dividend income in addition to capital growth (ING
          International Equity Dividend Fund only).

GLOBAL AND INTERNATIONAL FIXED-INCOME FUNDS

ING Emerging Markets Fixed Income Fund seeks to maximize total return. The Fund
focuses on long-term growth by investing primarily in debt securities of
emerging market countries.

     ING Emerging Markets Fixed Income Fund may be a suitable investment if you:

     .    want both regular income and the potential for capital appreciation;
     .    are looking for exposure to emerging market countries; and
     .    are willing to accept higher risk in exchange for the potential for
          long-term growth.

ING Global Bond Fund seeks to maximize total return through a combination of
current income and capital appreciation. The Fund invests primarily in global
fixed-income securities.

     ING Global Bond Fund may be a suitable investment if you:

     .    want both regular income and the potential for capital appreciation;
     .    are looking for exposure to foreign and U.S. fixed-income securities;
          and
     .    are willing to accept higher risk in exchange for the potential for
          total return.

[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                                                   Introduction to the Funds   1


FUNDS AT A GLANCE
--------------------------------------------------------------------------------

         This table is a summary of the investment objective, main investments
         and main risks of each Fund. It is designed to help you understand the
         differences between the Funds, the main risks associated with each,
         and how risk and investment objectives relate. This table is only a
         summary. You should read the complete descriptions of each Fund's
         investment objective, principal investment strategies and risks, which
         begin on page 4.

                FUND
--------------------------------------------------------------------------------
GLOBAL EQUITY     ING Global Equity Dividend Fund
FUNDS           Adviser: ING Investments, LLC
                Sub-Adviser: ING Investment Management Advisors B.V.
                  ING Global Natural Resources Fund
                Adviser: ING Investments, LLC
                Sub-Adviser: ING Investment Mangement Co.
                  ING Global Real Estate Fund
                Adviser: ING Investments, LLC
                Sub-Adviser: ING Clarion Real Estate Securities L.P.
                  ING Global Value Choice Fund
                Adviser: ING Investments, LLC
                Sub-Adviser: Tradewinds Global Investors, LLC
INTERNATIONAL     ING Asia-Pacific Real Estate Fund
EQUITY FUNDS    Adviser: ING Investments, LLC
                Sub-Adviser: ING Clarion Real Estate Securities L.P.
                  ING Disciplined International SmallCap Fund
                Adviser: ING Investments, LLC
                Sub-Adviser: ING Investment Management Co.
                  ING Emerging Countries Fund
                Adviser: ING Investments, LLC
                Sub-Adviser: Brandes Investment Partners, L.P.
                  ING European Real Estate Fund
                Adviser: ING Investments, LLC
                Sub-Adviser: ING Clarion Real Estate Securities L.P.
                  ING Foreign Fund
                Adviser: ING Investments, LLC
                Sub-Adviser: Julius Baer Investment Management LLC
                  ING Greater China Fund
                Adviser: ING Investments, LLC
                Sub-Adviser: ING Investment Management Asia/Pacific (Hong Kong)
                Limited
                  ING Index Plus International Equity Fund
                Adviser: ING Investments, LLC
                Sub-Adviser: ING Investment Management Advisors B.V.
                  ING International Capital Appreciation Fund
                Adviser: ING Investments, LLC
                Sub-Adviser: Hansberger Global Investors, Inc.
                  ING International Equity Dividend Fund
                Adviser: ING Investments, LLC
                Sub-Adviser: ING Investment Management Advisors B.V.
                  ING International Growth Opportunities Fund
                Adviser: ING Investments, LLC
                Sub-Adviser: ING Investment Management Co.
                  ING International Real Estate Fund
                Adviser: ING Investment, LLC
                Sub-Adviser: ING Clarion Real Estate Securities L.P.
                  ING International SmallCap Multi-Manager Fund
                Adviser: ING Investments, LLC
                Sub-Adviser: Acadian Asset Management LLC
                Sub-Adviser: Batterymarch Financial Management, Inc.
                Sub-Adviser: Schroder Investment Management North America Inc.
                  ING International Value Fund
                Adviser: ING Investments, LLC
                Sub-Adviser: Brandes Investment Partners, L.P.
                  ING International Value Choice Fund
                Adviser: ING Investments, LLC
                Sub-Adviser: Tradewinds Global Investors, LLC
                  ING International Value Opportunities Fund
                Adviser: ING Investments, LLC
                Sub-Adviser: ING Investment Management Advisors, B.V.
GLOBAL AND        ING Emerging Markets Fixed Income Fund
INTERNATIONAL   Adviser: ING Investments, LLC
FIXED-INCOME    Sub-Adviser: ING Investment Management Advisors B.V.
FUND
                  ING Global Bond Fund
                Adviser: ING Investments, LLC
                Sub-Adviser: ING Investment Management Co.

                INVESTMENT OBJECTIVE
--------------------------------------------------------------------------------
GLOBAL EQUITY     Growth of capital with dividend income as a secondary
FUNDS           consideration.
                  Long-term capital appreciation.
                  High total return consisting of capital appreciation and current
                income.
                  Long-term capital appreciation.
INTERNATIONAL     High total return, consisting of capital appreciation and current
EQUITY FUNDS    income.
                  Long-term capital appreciation.
                  Maximum long-term capital appreciation.
                  High total return, consisting of capital appreciation and current
                income.
                  Long-term growth of capital.
                  Long-term capital appreciation.
                  Outperform the total return performance of the Morgan Stanley
                Capital International Europe, Australasia and Far East(Reg. TM) Index
                ("MSCI EAFE(Reg. TM) Index") while maintaining a market level of risk.
                  Capital appreciation.
                  Growth of capital with dividend income as a secondary
                consideration.
                  Long-term growth of capital through investment in equity
                securities and equity equivalents of companies outside the U.S.
                  High total return.
                  Maximum long-term capital appreciation.
                  Long-term capital appreciation.
                  Long-term capital appreciation.
                  Long-term capital appreciation.
GLOBAL AND        Maximize total return.
INTERNATIONAL
FIXED-INCOME
FUND
                  Maximize total return through a combination of current income
                and capital appreciation.

2  Funds at a Glance


                                                              FUNDS AT A GLANCE
--------------------------------------------------------------------------------

MAIN INVESTMENTS                                     MAIN RISKS
--------------------------------------------------   ---------------------------------------------------------
Equity securities of dividend paying companies       Price volatility, liquidity and other risks that
located in a number of different countries around    accompany an investment in foreign equity securities of
the world, which may include the U.S.                dividend paying companies. May be sensitive to currency
                                                     exchange rates, international, political and economic
                                                     conditions and other risks that also affect foreign
                                                     securities.

Equity securities of companies in the natural        Price volatility due to non-diversification and
resources industries, including commodities.         concentration of assets in equity securities of companies
                                                     in the natural resources industries and commodities. May
                                                     be sensitive to currency exchange rates, international,
                                                     political and economic conditions and other risks that
                                                     also affect foreign securities.

Equity securities of companies that are              Price volatility, liquidity and other risks that
principally engaged in the real estate industry.     accompany an investment in global real estate equities.
                                                     Price volatility due to non-diversification of
                                                     investments. May be sensitive to currency exchange rates,
                                                     international, political and economic conditions and
                                                     other risks that also affect foreign securities.

Equity securities of companies located in a number   Price volatility, liquidity and other risks that
of different countries around the world, which may   accompany an investment in value-oriented foreign
include the U.S., believed to have prices below      equities. May be sensitive to currency exchange rates,
their long-term value.                               international, political and economic conditions and
                                                     other risks that also affect foreign securities.

Equity securities of real estate companies located   Price volatility, liquidity and other risks that
in the Asia-Pacific region.                          accompany an investment in Asia-Pacific real estate
                                                     equities. Price volatility due to non-diversification of
                                                     investments. May be sensitive to currency exchange rates,
                                                     international, political and economic conditions and
                                                     other risks that also affect foreign securities.

Equity securities of smaller-capitalized companies   Price volatility, liquidity and other risks that
outside of the U.S.                                  accompany an investment in equity securities of foreign,
                                                     smaller capitalized companies. May be sensitive to
                                                     currency exchange rates, international, political and
                                                     economic conditions and other risks that also affect
                                                     foreign securities.

Equity securities of issuers located in a number     Price volatility, liquidity and other risks that
of different countries with emerging securities      accompany an investment in equities of issuers with
markets believed to have prices below their          emerging securities markets. May be sensitive to currency
long-term value.                                     exchange rates, international, political and economic
                                                     conditions and other risks that also affect foreign
                                                     securities.

Equity securities of real estate companies located   Price volatility, liquidity and other risks that
in Europe.                                           accompany an investment in European real estate equities.
                                                     Price volatility due to non-diversification of
                                                     investments. May be sensitive to currency exchange rates,
                                                     international, political and economic conditions and
                                                     other risks that also affect foreign securities.

Equity securities tied economically to countries     Price volatility, liquidity, high-yield debt securities,
outside the U.S.                                     derivatives and other risks that accompany an investment
                                                     in equities of foreign companies. May be sensitive to
                                                     currency exchange rates, international, political and
                                                     economic conditions and other risks that also affect
                                                     foreign securities.

Equity and equity-related securities of issuers in   Price volatility, liquidity, derivatives and other risks
the Greater China Region.                            that accompany an investment in equities of issuers in
                                                     the Greater China region. Price volatility due to
                                                     non-diversification of investments. May be sensitive to
                                                     currency exchange rates, international, political and
                                                     economic conditions and other risks that also affect
                                                     foreign securities.

Equity securities included in the MSCI EAFE(Reg.     Price volatility, liquidity, derivatives and other risks
TM) Index.                                           that accompany an investment in foreign equities. May be
                                                     sensitive to currency exchange rates, international,
                                                     political and economic conditions and other risks that
                                                     also affect foreign securities.

Equity securities of companies located in a number   Price volatility, liquidity and other risks that
of different countries, other than the U.S.          accompany an investment in equity securities of companies
                                                     located in a number of different countries, other than
                                                     the U.S. May be sensitive to currency exchange rates,
                                                     international, political and economic conditions and
                                                     other risks that also affect foreign securities.

Equity securities of dividend paying companies       Price volatility, liquidity and other risks that
located in a number of different countries around    accompany an investment in foreign equity securities of
the world, other than the U.S.                       dividend paying companies. May be sensitive to currency
                                                     exchange rates, international, political and economic
                                                     conditions and other risks that also affect foreign
                                                     securities.

Equity securities and equity equivalents of          Price volatility, liquidity and other risks that
companies outside of the U.S.                        accompany an investment in foreign equities. May be
                                                     sensitive to currency exchange rates, international,
                                                     political and economic conditions and other risks that
                                                     also affect foreign securities.

Equity securities of companies that are              Price volatility, liquidity and other risks that
principally engaged in the real estate industry.     accompany an investment in international real estate
                                                     equities. Price volatility due to non-diversification of
                                                     investments. May be sensitive to currency exchange rates,
                                                     international, political and economic conditions and
                                                     other risks that affect foreign securities.

Equity securities of smaller capitalized companies   Price volatility, liquidity and other risks that
in countries outside of the U.S.                     accompany an investment in equity securities of foreign,
                                                     smaller capitalized companies. May be sensitive to
                                                     currency exchange rates, international, political and
                                                     economic conditions and other risks that also affect
                                                     foreign securities.

Equity securities of issuers located in countries    Price volatility, liquidity and other risks that
outside the U.S., believed to have prices below      accompany an investment in value-oriented foreign
their long-term value.                               equities. May be sensitive to currency exchange rates,
                                                     international, political and economic conditions and
                                                     other risks that also affect foreign securities.

Equity securities of issuers located in countries    Price volatility, liquidity, derivatives and other risks
outside the U.S., believed to offer good value.      that accompany an investment in value-oriented foreign
                                                     equities. May be sensitive to currency exchange rates,
                                                     international political and economic conditions and other
                                                     risks that also affect foreign securities.

Equity securities of issuers located in countries    Price volatility, liquidity and other risks that
outside the U.S., believed to have prices below      accompany an investment in value-oriented foreign
their long-term value.                               equities. May be sensitive to currency exchange rates,
                                                     international political and economic conditions and other
                                                     risks that also affect foreign securities.

Debt securities of issuers located in emerging       Price volatility, liquidity and other risks that
market countries.                                    accompany an investment in debt securities of issuers
                                                     located or primarily conducting their business in
                                                     emerging market countries. Price volatility due to non-
                                                     diversification of investments. May be sensitive to
                                                     currency exchange rates, international, political and
                                                     economic conditions and other risks that also affect
                                                     foreign securities.

Debt securities of issuers located in a number of    Price volatility, liquidity and other risks that
different countries, which may include the U.S. as   accompany an investment in equity securities of companies
well as securities of issuers located in developed   located in a number of different countries, including
and emerging market countries.                       emerging market countries. Price volatility due to
                                                     non-diversification of investments, may be sensitive to
                                                     currency exchange rates, international, political and
                                                     economic conditions and other risks that also affect
                                                     foreign securities.

[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                                                            Funds at a Glance  3


                                                                        ADVISER
                                                            ING Investments, LLC

                                                                     SUB-ADVISER
                                         ING Investment Management Advisors B.V.
ING GLOBAL EQUITY DIVIDEND FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

INVESTMENT OBJECTIVE

The Fund seeks growth of capital with dividend income as a secondary
consideration. The Fund's investment objective is not fundamental and may be
changed without a shareholder vote.

[GRAPHIC APPEARS HERE]

PRINCIPAL  INVESTMENT STRATEGIES

Under normal market conditions, the Fund will invest at least 80% of its net
assets in a portfolio of equity securities of dividend paying companies. The
Fund will provide shareholders with at least 60 days' prior notice of any
change in this investment policy. At least 65% of the assets of the Fund will
be invested in equity securities of issuers in a number of different countries,
one of which may be the U.S., with at least 75% of its assets invested in
common and preferred stocks, warrants and convertible securities. The Fund may
invest in companies located in countries with emerging securities markets when
the Sub-Adviser believes they present attractive investment opportunities.

The Sub-Adviser seeks to construct a portfolio of securities with a dividend
yield that exceeds the dividend yield of the companies included in the Morgan
Stanley Capital International World IndexSM ("MSCI World IndexSM").

The Sub-Adviser uses a quantitative screening process to assist in the
selection of companies according to the following criteria:

.    An above average dividend yield and the stability and growth of the
     dividend yield.
.    Market capitalization that is usually above $1 billion (although the Fund
     may also invest in companies with market capitalization ranges of any
     size).
.    Growth of the dividend over several years.
.    Annual earnings growth over several years.
.    The analysis of fundamental factors is used to limit the risk of investing
     in or holding unprofitable companies. These fundamental factors include:
     earnings, capital structure, dividend coverage and credit ratings.
.    The expected liquidity of a stock must be sufficient to buy or sell a
     position without significant impact on the share price.
.    The analysis of fundamental factors is used to limit the risk of investing
     in or holding certain, unprofitable companies. These fundamental factors
     include: earnings, capital structure, dividend coverage, and credit
     ratings.

The Sub-Adviser may from time-to-time select securities that do not meet all of
these criteria.

In addition, the Sub-Adviser combines fundamental analysis of each company with
an allocation among industry sectors that is based upon quantitative screening.

The Fund may invest in other investment companies, to the extent permitted
under the Investment Company Act of 1940, as amended, and the rules and
regulations thereunder.

The Sub-Adviser may sell securities for a variety of reasons, such as to secure
gains, limit losses, or redeploy assets into opportunities believed to be more
promising, among others.

The Fund may also lend portfolio securities on a short-term or long-term basis,
up to 33 1/3% of its assets.

--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

RISKS
You could lose money on an investment in the Fund. The Fund may be affected by
the following risks, among others:

CONVERTIBLE SECURITIES - the value of convertible securities may fall when
interest rates rise. Convertible securities with longer maturities tend to be
more sensitive to changes in interest rates usually making them more volatile
than convertible securities with shorter maturities. The Fund could lose money
if the issuer of a convertible security is unable to meet its financial
obligations or goes bankrupt.

FOREIGN INVESTING - foreign investments may be riskier than U.S. investments for
many reasons, including: changes in currency exchange rates; unstable political,
social and economic conditions; a lack of adequate or accurate company
information; differences in the way securities markets operate; less secure
foreign banks or securities depositories than those in the U.S.; less
standardization of accounting standards and market regulations in certain
foreign countries and varying foreign controls on investments. Foreign
investments may also be affected by administrative difficulties, such as delays
in clearing and settling transactions. Additionally, securities of foreign
companies may be denominated in foreign currencies. Exchange rate fluctuations
may reduce or eliminate gains or create losses. These factors may make foreign
investments more volatile and potentially less liquid than U.S. investments. To
the extent the Fund invests in countries with emerging securities markets, the
risks of foreign investing may be greater, as these countries may be less
politically and economically stable than other countries. It may also be more
difficult to buy and sell securities in countries with emerging securities
markets.

The Sub-Adviser does not hedge against currency movements in the various markets
in which the Fund will invest so the value of the Fund is subject to the risk of
adverse changes in currency exchange rates.

MARKET TRENDS - from time to time, the stock market may not favor the dividend
paying securities in which the Fund invests. Rather, the market could favor
value-oriented securities, or may not favor equities at all.

OTHER INVESTMENT COMPANIES - the main risk of investing in other investment
companies is the risk that the value of the underlying securities might
decrease. Because the Fund may invest in other investment companies, you will
pay a proportionate share of the expenses of that other investment company
(including management fees, administration fees and custodial fees) in addition
to the expenses of the Fund.

PRICE VOLATILITY - the value of the Fund changes as the prices of its
investments go up or down. Equity securities face market, issuer and other
risks, and their values may fluctuate, sometimes rapidly and unpredictably.
Market risk is the risk that securities may decline in value due to factors
affecting securities markets generally or particular industries. Issuer risk is
the risk that the value of a security may decline for reasons relating to the
issuer, such as changes in the financial condition of the issuer. While equities
may offer the potential for greater long-term growth than most debt securities,
they generally have higher volatility.

The Fund invests in securities of larger companies, which sometimes have more
stable prices than smaller companies. However, the Fund may also invest in
small- and mid-sized companies, which may be more susceptible to price
volatility than larger companies because they typically have fewer financial
resources, more limited product and market diversification and may be dependent
on a few key managers. Securities of small- and mid-sized companies tend to be
more volatile and less liquid than stocks of larger companies.

INABILITY TO SELL SECURITIES - convertible securities, securities of small-sized
and mid-sized companies and some foreign companies usually trade in lower volume
and may be less liquid than other investments and securities of larger, more
established companies or U.S. companies. The Fund could lose money if it cannot
sell a security at the time and price that would be most beneficial to the Fund.

SECURITIES LENDING - there is the risk that when lending portfolio securities,
the securities may not be available to the Fund on a timely basis and it may
lose the opportunity to sell the securities at a desirable price. Engaging in
securities lending could have a leveraging effect which may intensify the market
risk, credit risk and other risks associated with investments in the Fund.

A more detailed discussion of the risks associated with investing in the Fund is
available in the "More Information About Risks" section.

4 ING Global Equity Dividend Fund


                                                ING GLOBAL EQUITY DIVIDEND FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

HOW THE FUND HAS
PERFORMED

                The following information is intended to help you understand
                the risks of investing in the Fund. The value of your shares in
                the Fund will fluctuate depending on the Fund's investment
                performance. The bar chart and table below show the changes in
                the Fund's performance from year to year, and the table
                compares the Fund's performance to the performance of a broad
                measure of market performance for the same period. The Fund's
                past performance (before and after income taxes) is no
                guarantee of future results.

Because Class I shares had not had a full year of operations and Class W shares
had not commenced operations as of December 31, 2007, the bar chart below
provides some indication of the risks of investing in the Fund by showing
changes in the performance of the Fund's Class A shares from year to year.
These figures do not reflect sales charges and would be lower if they did.

                      YEAR-BY-YEAR TOTAL RETURNS (%)(1)(2)
                (FOR THE PERIODS ENDED DECEMBER 31 OF EACH YEAR)

[GRAPHIC APPEARS HERE]

1998   1999   2000   2001   2002   2003   2004       2005      2006       2007
                                          23.38      7.01      26.09      2.25

            Best and worst quarterly performance during this period:

                         Best: 4th quarter 2004: 13.48%
                        Worst: 4th quarter 2007: (3.93)%

                       AVERAGE ANNUAL TOTAL RETURNS(1)(2)
                   (FOR THE PERIODS ENDED DECEMBER 31, 2007)

The table below provides some indication of the risks of investing in the Fund
by comparing the Fund's Class A shares' performance to that of a broad measure
of market performance - the MSCI World IndexSM. It is not possible to invest
directly in the index. The table also shows returns on a before-tax and
after-tax basis. After-tax returns are calculated using the historical highest
individual federal marginal income tax rates and do not reflect the impact of
state and local taxes.

Actual after-tax returns depend on an investor's tax situation and may differ
from those shown, and after-tax returns shown are not relevant to investors who
hold their Fund shares through tax-deferred arrangements, such as 401(k) plans
or individual retirement accounts.

In some cases the return after taxes may exceed the return before taxes due to
an assumed tax benefit from any losses on a sale of Fund shares at the end of
the measurement period.

                                                                                           5 YEARS
                                                                        1 YEAR       (OR LIFE OF CLASS)      10 YEARS
 CLASS A RETURN BEFORE TAXES(3)                               %       (3.65)             15.29(2)               N/A
 Class A Return After Taxes on Distributions(3)               %       (5.35)             13.39(2)               N/A
 Class A Return After Taxes on Distributions and Sale of      %       (0.36)             12.24(2)               N/A
  Fund Shares(3)
 MSCI World IndexSM (reflects no deductions for fees,         %         9.04             16.00(5)               N/A
  expenses or taxes)(4)

(1)   Because Class I shares did not have a full year of performance and Class
      W shares had not commenced operations as of December 31, 2007, the
      returns are based upon the performance of Class A shares of the Fund.
      Class A shares are not offered in this Prospectus. Class A shares would
      have substantially similar returns as the Class I and Class W shares
      because the classes are invested in the same portfolio of securities.
      Annual returns would differ only to the extent that Class I, Class W and
      Class A shares have different expenses.

(2)   Class A shares commenced operations on September 17, 2003.

(3)   Reflects deduction of the maximum Class A sales charge of 5.75%.

(4)   The MSCI World IndexSM is a free float-adjusted market capitalization
      index that is designed to measure global developed market equity
      performance. It includes the reinvestment of dividends and distributions
      net of withholding taxes, but does not reflect fees, brokerage
      commissions or other expenses of investing.

(5)   The index return for Class A shares is for the period beginning October
      1, 2003.

[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                                            ING Global Equity Dividend Fund    5


                                                                        ADVISER
                                                            ING Investments, LLC

                                                                     SUB-ADVISER
                                                   ING Investment Management Co.
ING GLOBAL NATURAL RESOURCES FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

INVESTMENT OBJECTIVE

The Fund's investment objective is to attain long-term capital appreciation. The
Fund's investment objective is not fundamental and may be changed without a
shareholder vote.

[GRAPHIC APPEARS HERE]

PRINCIPAL  INVESTMENT STRATEGIES

The Fund will normally invest at least 80% of its net assets in the equity
securities of companies in the natural resources industries located in a number
of different countries, one of which may be the United States. The Fund will
provide shareholders with at least 60 days' prior notice of any change in this
investment policy. A company is considered to be in a natural resources industry
when it is significantly engaged, directly or indirectly, in natural resources,
meaning that at least 50% of its assets, revenues, or operating profits are
involved in or result from researching, exploring, developing, mining, refining,
processing, fabricating, transporting, trading, distributing or owning natural
resource assets. For these purposes, companies in the natural resources
industries include those significantly engaged, directly or indirectly, in the
following industries: Integrated Oil and Gas; Oil and Gas Exploration and
Production; Oil and Gas Storage and Transportation; Oil and Gas Refining and
Marketing; Coal and Consumable Fuels; Energy Equipment & Services; Metals &
Mining; Precious Metals; Paper & Forest Products; Containers & Packaging; Gas
Utilities; Real Estate Investment Trusts; Industrial Conglomerates; Diversified
Consumer Materials; Electric Utilities; and Independent Power Producers and
Energy Traders.

The Fund is permitted to invest up to a maximum of 50% of its assets in any
single industry that is engaged in any of the types of natural resources set out
above. The investment strategy is based on the belief that investment in
securities of companies in natural resources industries can protect against
eroding monetary values or a rise in activity which consumes one or more types
of commodities.

The Fund also may invest in securities issued by companies that are not in
natural resources industries, investment-grade corporate debt and repurchase
agreements.

The Fund is permitted to invest directly in commodities including gold bullion
and coins. The Fund may invest without limit in securities of foreign issuers,
including emerging markets. Equity securities in which the Fund invests may be
listed on the U.S. or foreign securities exchanges or traded over-the-counter
and include: common stock; direct equity interests in trusts (including Canadian
Royalty Trusts); preferred stock; Partnerships, including master limited
partnerships ("MLPs"); restricted securities; American Depositary Receipts
("ADRs"); and Global Depositary Receipts ("GDRs").

The Fund normally invests in companies with a large capitalization, but may also
invest in mid- and small-sized companies. The Fund may also invest in other
investment companies to the extent permitted under the Investment Company Act of
1940, as amended, and the rules and regulations thereunder.

The Fund is permitted to invest in derivative securities and structured notes,
whose value is linked to the price of a commodity or commodity index.

The Fund is non-diversified, and when compared with other funds, may invest a
greater portion of its assets in a particular issuer. A non-diversified
portfolio has greater exposure to the risk of default or the poor earnings of
the issuer.

The Sub-Adviser may sell securities for a variety of reasons, such as to secure
gains, limit losses, or redeploy assets into opportunities believed to be more
promising, among others.

The Fund also may lend portfolio securities on a short-term or long-term basis,
up to 33 1/3% of its assets.

The Fund may engage in frequent and active trading of portfolio securities to
achieve its investment objective.

--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

RISKS
You could lose money on an investment in the Fund. The Fund may be affected by
the following risks, among others:

COMMODITIES RISK - The operations and financial performance of companies in
natural resources industries may be directly affected by commodity prices,
especially those natural resources companies that own the underlying commodity.

CONCENTRATION - as a result of the Fund concentrating its assets in securities
related to a particular industry, the Fund may be subject to greater market
fluctuation than a fund which has securities representing a broader range of
investment alternatives.

DEBT SECURITIES - the value of debt securities may fall when interest rates
rise. Debt securities with longer maturities tend to be more sensitive to
changes in interest rates, usually making them more volatile than debt
securities with shorter maturities. The Fund could lose money if the issuer of a
debt security is unable to meet its financial obligations or goes bankrupt.

DERIVATIVES - derivatives are subject to the risk of changes in the market price
of the underlying securities, credit risk with respect to the counterparty to
the derivative instruments, and the risk of loss due to changes in interest
rates. The use of certain derivatives may also have a leveraging effect which
may increase the volatility of the Fund and may reduce its returns.

FOREIGN INVESTING - foreign investments may be riskier than U.S. investments for
many reasons, including: changes in currency exchange rates; unstable political,
social and economic conditions; a lack of adequate or accurate company
information; differences in the way securities markets operate; less secure
foreign banks or securities depositories than those in the U.S.; less
standardization of accounting standards and market regulations in certain
foreign countries; and varying foreign controls on investments. Foreign
investments may also be affected by administrative difficulties, such as delays
in clearing and settling transactions. Additionally, securities of foreign
companies may be denominated in foreign currencies. Exchange rate fluctuations
may reduce or eliminate gains or create losses. Hedging strategies intended to
reduce exchange risk may not perform as expected. ADRs and GDRs are subject to
risks of foreign investments and they may not always track the price of the
underlying foreign security. These factors may make foreign investments more
volatile and potentially less liquid than U.S. investments. To the extent the
Fund invests in countries with emerging securities markets, the risks of foreign
investing may be greater, as these countries may be less politically and
economically stable than other countries. It may also be more difficult to buy
and sell securities in countries with emerging securities markets.

MARKET TRENDS - from time to time, the stock market may not favor the securities
in which the Fund invests. Rather, the market could favor securities or
industries to which the Fund is not exposed, or may not favor equities at all.

NATURAL RESOURCES - securities of companies involved in natural resources may be
subject to broad price fluctuations, reflecting volatility of energy and basic
materials' prices and possible instability of supply of various natural
resources. In addition, some companies may be subject to the risks generally
associated with extraction of natural resources, such as the risks of mining and
oil drilling, and the risks of the hazards associated with natural resources,
such as fire, drought, and increased regulatory and environmental costs. The
production and marketing of natural resources may be affected by action and
changes in governments.

NON-DIVERSIFICATION - the Fund is classified as a "non-diversified" investment
company under the Investment Company Act of 1940, as amended. If the Fund
invests a relatively high percentage of its assets in a limited number of
issuers, the Fund will be more at risk to any single corporate, economic,
political or regulatory event that impacts one or more of those issuers.
Conversely, even though classified as non-diversified, the Fund may actually
maintain a portfolio that is diversified within a large number of issuers. In
such an event, the Fund would benefit less from appreciation in a single issuer
than if it had greater exposure to that issuer.

OTHER INVESTMENT COMPANIES - the main risk of investing in other investment
companies is the risk that the value of the underlying securities might
decrease. Because the Fund may invest in other investment companies, you will
pay a proportionate share of the expenses of that other investment company
(including management fees, administration fees and custodial fees) in addition
to the expenses of the Fund.

OVER-THE-COUNTER ("OTC") INVESTMENT - Investing in securities traded on the OTC
securities market can involve greater risk than is customarily associated with
investing in securities traded on the New York or American Stock Exchanges since
OTC securities are generally securities of companies that are smaller or newer
than those listed on the New York or American Stock Exchanges. For example,
these companies often have limited product lines, markets, or financial
resources, may be dependent for management on one or a few key persons, and can
be more susceptible to losses. Also, their securities may be thinly traded (and
therefore have to be sold at a discount from current prices or sold in small
lots over an extended period of time), may be followed by fewer investment
research analysts, and may be subject to wider price swings and thus, may create
a greater risk of loss than securities of larger capitalization or established
companies.

PRICE VOLATILITY - the value of the Fund changes as the prices of its
investments go up or down. Equity securities face market, issuer and other
risks, and their values may fluctuate, sometimes rapidly and unpredictably.
Market risk is the risk that securities may decline in value due to factors
affecting securities markets generally or particular industries. Issuer risk is
the risk that the value of a security may decline for reasons relating to the
issuer such as changes in the financial condition of the issuer. While equities
may offer the potential for greater long-term growth than most debt securities,
they generally have higher volatility.

The Fund invests primarily in equity securities of larger companies, which
sometimes have more stable prices than small companies. However, the Fund may
also invest in small- and mid-sized companies, which may be more susceptible to
price swings than larger companies because they typically have fewer financial
resources, more limited product and market diversification and may be dependent
on a few key managers.

INABILITY TO SELL SECURITIES - securities of small- and mid-sized companies and
some foreign companies usually trade in lower volume and may be less liquid than
securities of larger, more established companies or U.S. companies. The Fund
could lose money if it cannot sell a security at the time and price that would
be most beneficial to the Fund.

PORTFOLIO TURNOVER - a high portfolio turnover rate involves greater expenses to
the Fund including brokerage commissions and other transaction costs, which may
have an adverse impact on performance, and is likely to generate more taxable
short-term gains for shareholders.

SECURITIES LENDING - there is the risk that when lending portfolio securities,
the securities may not be available to the Fund on a timely basis and it may
lose the opportunity to sell the securities at a desirable price. Engaging in
securities lending could have a leveraging effect which may intensify the market
risk, credit risk and other risks associated with investments in the Fund.

A more detailed discussion of the risks associated with investing in the Fund
is available in the "More Information About Risks" section.

6  ING Global Natural Resources Fund


                                              ING GLOBAL NATURAL RESOURCES FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

HOW THE FUND HAS
PERFORMED

                The following information is intended to help you understand
                the risks of investing in the Fund. The value of your shares in
                the Fund will fluctuate depending on the Fund's investment
                performance. The bar chart and table below show the changes in
                the Fund's performance from year to year, and the table
                compares the Fund's performance to the performance of two broad
                measures of market performance for the same period. The Fund's
                past performance (before and after income taxes) is no
                guarantee of future results.

Because Class I shares had not had a full year of operations and Class W shares
had not commenced operations as of December 31, 2007, the bar chart below
provides some indication of the risks of investing in the Fund by showing
changes in the performance of the Fund's Class A shares from year to year.
These figures do not reflect sales charges and would be lower if they did.

                    YEAR-BY-YEAR TOTAL RETURNS (%)(1)(2)(3)
                (FOR THE PERIODS ENDED DECEMBER 31 OF EACH YEAR)

[GRAPHIC APPEARS HERE]

 1998      1999        2000      2001       2002       2003         2004      2005       2006       2007
(6.39)     8.58      (22.05)     24.87      66.67      46.42      (10.25)     32.08      24.64      32.95

            Best and worst quarterly performance during this period:

                         Best: 1st quarter 2002: 34.59%

                     Worst: 2nd quarter 2004: (17.94)%

                     AVERAGE ANNUAL TOTAL RETURNS(1)(2)(3)
                   (FOR THE PERIODS ENDED DECEMBER 31, 2007)

The table below provides some indication of the risks of investing in the Fund
by comparing the Fund's Class A shares' performance to those of two broad
measures of market performance - the Standard & Poor's 500(Reg. TM) Composite
Stock Price Index ("S&P 500(Reg. TM) Index") and the Standard and Poor's GSSITM
Natural Resources Index ("S&P GSSITM Natural Resources Index"). It is not
possible to invest directly in the indices. The table also shows returns on a
before-tax and after-tax basis. After-tax returns are calculated using the
historical highest individual federal marginal income tax rates and do not
reflect the impact of state and local taxes.

Actual after-tax returns depend on an investor's tax situation and may differ
from those shown, and after-tax returns shown are not relevant to investors who
hold their Fund shares through tax-deferred arrangements, such as 401(k) plans
or individual retirement accounts.

In some cases the return after taxes may exceed the return before taxes due to
an assumed tax benefit from any losses on a sale of Fund shares at the end of
the measurement period.

                                                                           1 YEAR          5 YEARS         10 YEARS
 CLASS A RETURN BEFORE TAXES(4)                                  %        25.31           22.07            16.14
 Class A Return After Taxes on Distributions(4)                  %        18.41           20.20            15.20
 Class A Return After Taxes on Distributions and Sale of         %        17.72           18.63            14.16
  Fund Shares(4)
 S&P 500(Reg. TM) Index (reflects no deduction for fees,         %         5.49           12.83             5.91
  expenses or taxes)(5)
 S&P GSSITM Natural Resources Index (reflects no deduction       %        34.22           29.13            12.80
  for fees, expenses or taxes)(6)

(1)   Because Class I shares did not have a full year of performance and Class
      W shares had not commenced operations as of December 31, 2007, the
      returns are based upon the performance of Class A shares of the Fund.
      Class A shares are not offered in this Prospectus. Class A shares would
      have substantially similar annual returns as the Class I and Class W
      shares because the classes are invested in the same portfolio of
      securities. Annual returns would differ only to the extent that Class A,
      Class I and Class W shares have different expenses.

(2)   Prior to July 26, 2000, Lexington Management Corporation served as the
      Adviser to the Fund and the Fund's shares were sold on a no-load basis.
      Effective July 31, 2000, the Fund's outstanding shares were classified as
      "Class A" shares.

(3)   Prior to November 2, 2000, the Fund's portfolio manager employed a
      different stock selection criteria. Effective November 2, 2000, the Fund
      changed its name to ING Precious Metals Fund and changed its investment
      strategies to permit the Fund to invest in precious metals and related
      securities; prior to that date, the Fund invested primarily in gold and
      gold-related securities. Effective on October 9, 2006, the Fund changed
      its name from ING Precious Metals Fund to ING Global Natural Resources
      Fund, changed its principal investment objective and changed its
      principal investment strategies.

(4)   Reflects deduction of the maximum Class A sales charge of 5.75%.

(5)   The S&P 500(Reg. TM) Index is an unmanaged index that measures the
      performance of securities of approximately 500 of the largest companies
      in the U.S.

(6)   The S&P GSSITM Natural Resources Index is an unmanaged index and a
      market-capitalization-weighted index of 130 stocks designed to measure
      the performance of companies in the natural resources sector, which
      includes energy, precious metals, timber and other sub-sectors.

[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                                          ING Global Natural Resources Fund    7


                                                                        ADVISER
                                                            ING Investments, LLC

                                                                     SUB-ADVISER
                                         ING Clarion Real Estate Securities L.P.
ING GLOBAL REAL ESTATE FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

INVESTMENT OBJECTIVE

The Fund seeks to provide investors with high total return, consisting of
capital appreciation and current income. The Fund's investment objective is not
fundamental and may be changed without a shareholder vote.

[GRAPHIC APPEARS HERE]

PRINCIPAL  INVESTMENT STRATEGIES

Under normal market conditions, the Fund will invest at least 80% of its net
assets in a portfolio of equity securities of companies that are principally
engaged in the real estate industry. The Fund will provide shareholders with at
least 60 days' prior notice of any change in this investment policy. In
selecting investments for the Fund, the Sub-Adviser will select companies that
derive at least 50% of their total revenues or earnings from owning, operating,
developing and/or managing real estate. This portion of the portfolio will have
investments located in a number of different countries, including the U.S. As a
general matter, the Fund expects these investments to be in common stocks of
large-, mid- and small-sized companies, including real estate investment trusts
("REITs"). The Fund may invest in companies located in countries with emerging
securities markets.

The Sub-Adviser uses a multi-step investment process for constructing the
Fund's investment portfolio that combines top-down region and sector allocation
with bottom-up individual stock selection.
.     First, the Sub-Adviser selects sectors and geographic regions in which to
      invest, and determines the degree of representation of such sectors and
      regions, through a systematic evaluation of public and private property
      market trends and conditions.
.     Second, the Sub-Adviser uses an in-house valuation process to identify
      investments with superior current income and growth potential relative to
      their peers. This in-house valuation process examines several factors
      including:

(i)        value and property;

(ii)       capital structure; and

(iii)      management and strategy.

The Fund is non-diversified, which means it may invest a significant portion of
its assets in a single issuer.

The Fund may invest in other investment companies to the extent permitted by
the Investment Company Act of 1940, as amended, and the rules and regulations
thereunder.

The Sub-Adviser may sell securities for a variety of reasons, such as to secure
gains, limit losses, or redeploy assets into opportunities believed to be more
promising, among others.

The Fund also may lend portfolio securities on a short-term or long-term basis,
up to 33 1/3% of its assets.

--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

RISKS
You could lose money on an investment in the Fund. The Fund may be affected by
the following risks, among others:

CONCENTRATION - because the Fund's investments are concentrated in one or more
real estate industries, the value of the Fund may be subject to greater
volatility than a fund with a portfolio that is less concentrated. If real
estate securities as a group fall out of favor, the Fund could underperform
funds that focus on other types of companies.

FOREIGN INVESTING - foreign investments may be riskier than U.S. investments
for many reasons, including: changes in currency exchange rates; unstable
political, social and economic conditions; a lack of adequate or accurate
company information; differences in the way securities markets operate; less
secure foreign banks or securities depositories than those in the U.S.; less
standardization of accounting standards and market regulations in certain
foreign countries and varying foreign controls on investments. Foreign
investments may also be affected by administrative difficulties, such as delays
in clearing and settling transactions. Additionally, securities of foreign
companies may be denominated in foreign currencies. Exchange rate fluctuations
may reduce or eliminate gains or create losses. Hedging strategies intended to
reduce this risk may not perform as expected. These factors may make foreign
investments more volatile and potentially less liquid than U.S. investments. To
the extent the Fund invests in countries with emerging securities markets,
there may be other risks involved, such as those of immature economies,
political instability and less developed and more thinly traded securities
markets. Significant levels of foreign taxes, including withholding taxes also
may apply to some foreign investments.

MARKET TRENDS - from time to time, the stock market may not favor the
securities in which the Fund invests. Rather, the market could favor securities
or industries to which the Fund is not exposed, or may not favor equities at
all.

NON-DIVERSIFICATION -  the Fund is classified as a "non-diversified" investment
company under the Investment Company Act of 1940, as amended. If the Fund
invests a relatively high percentage of its assets in obligations of a limited
number of issuers, the Fund will be more at risk to any single corporate,
economic, political or regulatory event that impacts one or more of those
issuers. Conversely, even though classified as non-diversified, the Fund may
actually maintain a portfolio that is diversified with a large number of
issuers. In such an event, the Fund would benefit less from appreciation in a
single corporate issuer than if it had greater exposure to that issuer.

OTHER INVESTMENT COMPANIES -
the main risk of investing in other investment companies is the risk that the
value of the underlying securities might decrease. Because the Fund may invest
in other investment companies, you will pay a proportionate share of the
expenses of that other investment company (including management fees,
administration fees and custodial fees) in addition to the expenses of the
Fund.

PRICE VOLATILITY - the value of the Fund changes as the prices of its
investments go up or down. Equity securities face market, issuer and other
risks, and their values may fluctuate, sometimes rapidly and unpredictably.
Market risk is the risk that securities may decline in value due to factors
affecting securities markets generally or particular industries. Issuer risk is
the risk that the value of a security may decline for reasons relating to the
issuer such as changes in the financial condition of the issuer. While equities
may offer the potential for greater long-term growth than most debt securities,
they generally have higher volatility.

The Fund invests in securities of larger companies which sometimes have more
stable prices than smaller companies. However, the Fund may also invest in
securities of small- and mid-sized companies which may be more susceptible to
price volatility than larger companies because they typically have fewer
financial resources, more limited product and market diversification, and may
be dependent on a few key managers.

REAL ESTATE - investments in issuers that are principally engaged in real
estate, including REITs, may subject the Fund to risks similar to those
associated with the direct ownership of real estate, including terrorist
attacks, war or other acts that destroy real property (in addition to
securities market risks). These companies are sensitive to factors such as
changes in real estate values and property taxes, interest rates, cash flow of
underlying real estate assets, supply and demand, and the management skill and
creditworthiness of the issuer. REITs may also be affected by tax and
regulatory requirements.


INABILITY TO SELL SECURITIES - securities of small- and mid-sized companies and
some foreign companies usually trade in lower volume and may be less liquid than
securities of larger, more established companies or U.S. companies. The Fund
could lose money if it cannot sell a security at the time and price that would
be most beneficial to the Fund.

SECURITIES LENDING - there is the risk that when lending portfolio securities,
the securities may not be available to the Fund on a timely basis and it may
lose the opportunity to sell the securities at a desirable price. Engaging in
securities lending could have a leveraging effect which may intensify the
market risk, credit risk and other risks associated with investments in the
Fund.

A more detailed discussion of the risks associated with investing in the Fund
is available in the "More Information About Risks" section.

8  ING Global Real Estate Fund


                                                    ING GLOBAL REAL ESTATE FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

HOW THE FUND HAS
PERFORMED

                The following information is intended to help you understand
                the risks of investing in the Fund. The value of your shares in
                the Fund will fluctuate depending on the Fund's investment
                performance. The bar chart and table below show the changes in
                the Fund's performance from year to year, and the table
                compares the Fund's performance to the performance of a broad
                measure of market performance for the same period. The Fund's
                past performance (before and after income taxes) is no
                guarantee of future results.

The bar chart below provides some indication of the risks of investing in the
Fund by showing changes in the performance of the Fund's Class A shares
(2002-2005) and Class I shares (2006-2007) from year to year. These figures do
not reflect sales charges and would be lower for Class A if they did.

                      YEAR-BY-YEAR TOTAL RETURNS (%)(1)
                (FOR THE PERIODS ENDED DECEMBER 31 OF EACH YEAR)

[GRAPHIC APPEARS HERE]

1998   1999   2000   2001   2002      2003       2004       2005       2006       2007
                            4.06      41.35      36.23      14.11      40.80      (6.55)

            Best and worst quarterly performance during this period:

                        Best: 4th quarter 2004 : 20.01%
                       Worst: 4th quarter 2007: (10.33)%

                       AVERAGE ANNUAL TOTAL RETURNS(1)
                   (FOR THE PERIODS ENDED DECEMBER 31, 2007)

The table below provides some indication of the risks of investing in the Fund
by comparing the Fund's Class A and Class I shares' performance to that of a
broad measure of market performance - the Standard & Poor's Citigroup World
Property Index ("S&P/Citigroup World Property Index"). It is not possible to
invest directly in the index. The table also shows returns on a before-tax and
after-tax basis. After-tax returns are calculated using the historical highest
individual federal marginal income tax rates and do not reflect the impact of
state and local taxes.

Actual after-tax returns depend on an investor's tax situation and may differ
from those shown, and after-tax returns shown are not relevant to investors who
hold their Fund shares through tax-deferred arrangements, such as 401(k) plans
or individual retirement accounts.

In some cases the return after taxes may exceed the return before taxes due to
an assumed tax benefit from any losses on a sale of Fund shares at the end of
the measurement period.

After-tax returns are shown for Class I only. After-tax returns for other
classes will vary.

                                                                                          5 YEARS               10 YEARS
                                                                        1 YEAR      (OR LIFE OF CLASS)     (OR LIFE OF CLASS)
 CLASS I RETURN BEFORE TAXES                                   %       (6.55)          17.38(1)                   N/A
 Class I Return After Taxes on Distributions                   %       (8.26)          14.86(1)                   N/A
 Class I Return After Taxes on Distributions and Sale of       %       (4.16)          13.45(1)                   N/A
  Fund Shares
 S&P/Citigroup World Property Index (reflects no deduction     %       (7.23)          16.88(4)                   N/A
  for fees, expenses or taxes)(3)
 CLASS A RETURN BEFORE TAXES(2)                                %      (12.21)          22.04                  19.62(1)
 S&P/Citigroup World Property Index (reflects no deduction     %       (7.23)          23.53                  20.30(5)
  for fees, expenses or taxes)(3)

(1)   Class A shares commenced operations on November 5, 2001. Class I shares
      commenced operations on June 3, 2005. Because Class W shares had not
      commenced operations as of December 31, 2007, no performance is presented
      for Class W.  Class A shares are not offered in this Prospectus.
      Class A shares would have substantially similar annual returns as the
      Class I shares because the classes are invested in the same portfolio of
      securities. Annual returns would differ only to the extent that Class I
      and Class A shares have different expenses.

(2)   Reflects deduction of the maximum Class A sales charge of 5.75%.

(3)   The S&P/Citigroup World Property Index is an unmanaged market-weighted
      total return index which consists of many companies from developed
      markets whose floats are larger than $100 million and derive more than
      half of their revenue from property-related activities.

(4)   The index return for Class I shares is for the period beginning June 1,
      2005.

(5)   The index return for Class A shares is for the period beginning November
      1, 2001.

[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                                                ING Global Real Estate Fund    9


                                                                        ADVISER
                                                            ING Investments, LLC

                                                                     SUB-ADVISER
                                                Tradewinds Global Investors, LLC
ING GLOBAL VALUE CHOICE FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

INVESTMENT OBJECTIVE

The Fund seeks long-term capital appreciation. The Fund's investment objective
is not fundamental and may be changed without a shareholder vote.

[GRAPHIC APPEARS HERE]

PRINCIPAL  INVESTMENT STRATEGIES

Under normal conditions, the Fund invests at least 65% of its net assets in
equity securities of issuers located in a number of different countries, one of
which may be the U.S. The Fund generally invests at least 80% of its total
assets in common and preferred equities, American Depositary Receipts ("ADRs"),
European Depositary Receipts ("EDRs"), Global Depositary Receipts ("GDRs"),
derivatives, and convertible securities. The Fund may invest up to 10% in Rule
144A Securities. The Fund may invest up to 25% of its assets in companies
located in countries with emerging securities markets when the Sub-Adviser
believes they present attractive investment opportunities. The Sub-Adviser may
invest in companies with any market capitalization.

The Fund aims to provide superior risk-adjusted returns through an opportunistic
value-oriented process. The Fund seeks to invest in companies with attractive
valuation, favorable risk/reward characteristics and downside protection, and an
inflection point or catalyst that can unlock value or improve profitability. The
Sub-Adviser's highly experienced domestic and international research teams
perform extensive bottom-up analysis on companies and industries in an attempt
to identify attractive investment opportunities. Analysts conduct rigorous
financial statement analysis, with particular focus on the balance sheet and
cash flows, to help identify downside support as well as upside price targets.
In addition, they analyze qualitative factors such as sustainability of
competitive advantage, management strength, and operational efficiency. The
domestic and international research teams work closely together and share
information, insight and research on an ongoing basis. In several industries,
the domestic analyst maintains primary global research responsibility.

The Fund may invest in other investment companies to the extent permitted by the
Investment Company Act of 1940, as amended, and the rules and regulations
thereunder.

The Sub-Adviser may sell securities for a variety of reasons, such as to secure
gains, limit losses, or redeploy assets into opportunities believed to be more
promising, among others.

The Fund may also lend portfolio securities on a short-term or long-term basis,
up to 30% of its assets.

--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

RISKS
You could lose money on an investment in the Fund. The Fund may be affected by
the following risks, among others:

CONVERTIBLE SECURITIES - the value of convertible securities may fall when
interest rates rise. Convertible securities with longer maturities tend to be
more sensitive to changes in interest rates usually making them more volatile
than convertible securities with shorter maturities. The Fund could lose money
if the issuer of a convertible security is unable to meet its financial
obligations or goes bankrupt.

DERIVATIVES - derivatives are subject to the risk of changes in the market price
of the underlying securities, credit risk with respect to the counterparty to
the derivative instruments, and the risk of loss due to changes in interest
rates. The use of certain derivatives may also have a leveraging effect which
may increase the volatility of the Fund and may reduce its returns.

FOREIGN INVESTING - foreign investments may be riskier than U.S. investments for
many reasons, including: changes in currency exchange rates; unstable political,
social and economic conditions; a lack of adequate or accurate company
information; differences in the way securities markets operate; less secure
foreign banks or securities depositories than those in the U.S.; less
standardization of accounting standards and market regulations in certain
foreign countries; and varying foreign controls on investments. Foreign
investments may also be affected by administrative difficulties, such as delays
in clearing and settling transactions. Additionally, securities of foreign
companies may be denominated in foreign currencies. Exchange rate fluctuations
may reduce or eliminate gains or create losses. Hedging strategies intended to
reduce this risk may not perform as expected. ADRs, EDRs and GDRs are subject to
risks of foreign investments, and they may not always track the price of the
underlying foreign security. These factors may make foreign investments more
volatile and potentially less liquid than U.S. investments. To the extent the
Fund invests in countries with emerging securities markets, the risks of foreign
investing may be greater, as these countries may be less politically and
economically stable than other countries. It may also be more difficult to buy
and sell securities in countries with emerging securities markets.

MARKET TRENDS - from time to time, the stock market may not favor the
value-oriented securities in which the Fund invests. Rather, the market could
favor growth-oriented securities, or may not favor equities at all.

OTHER INVESTMENT COMPANIES - the main risk of investing in other investment
companies is the risk that the value of the underlying securities might
decrease. Because the Fund may invest in other investment companies, you will
pay a proportionate share of the expenses of that other investment company
(including management fees, administration fees and custodial fees) in addition
to the expenses of the Fund.

PRICE VOLATILITY - the value of the Fund changes as the prices of its
investments go up or down. Equity securities face market, issuer and other
risks, and their values may fluctuate, sometimes rapidly and unpredictably.
Market risk is the risk that securities may decline in value due to factors
affecting securities markets generally or particular industries. Issuer risk is
the risk that the value of a security may decline for reasons relating to the
issuer such as changes in the financial condition of the issuer. While equities
may offer the potential for greater long-term growth than most debt securities,
they generally have higher volatility.

The Fund invests in securities of larger companies which sometimes have more
stable prices than smaller companies. However, the Fund may also invest in
securities of small- and mid-sized companies which may be more susceptible to
price volatility than larger companies because they typically have fewer
financial resources, more limited product and market diversification, and may be
dependent on a few key managers.

RULE 144A SECURITIES - Rule 144A securities are securities that are not
registered, but which are bought and sold solely by institutional investors. The
Fund considers Rule 144A securities to be "liquid," although the market for such
securities typically is less active than public securities markets and may lead
to a decreased ability to sell these securities.

VALUE INVESTING - securities that appear to be undervalued may never appreciate
to the extent expected. Further, because the prices of value- oriented
securities tend to correlate more closely with economic cycles than
growth-oriented securities, they generally are more sensitive to changing
economic conditions, such as changes in interest rates, corporate earnings and
industrial production.

INABILITY TO SELL SECURITIES - convertible securities, securities of small-sized
and mid-sized companies and some foreign companies usually trade in lower volume
and may be less liquid than other investments and securities of larger, more
established companies or U.S. companies. The Fund could lose money if it cannot
sell a security at the time and price that would be most beneficial to the Fund.

SECURITIES LENDING - there is the risk that when lending portfolio securities,
the securities may not be available to the Fund on a timely basis and it may
lose the opportunity to sell the securities at a desirable price. Engaging in
securities lending could have a leveraging effect which may intensify the market
risk, credit risk and other risks associated with investments in the Fund.

A more detailed discussion of the risks associated with investing in the Fund
is available in the "More Information About Risks" section.

10  ING Global Value Choice Fund


                                                   ING GLOBAL VALUE CHOICE FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

HOW THE FUND HAS
PERFORMED

                The following information is intended to help you understand
                the risks of investing in the Fund. The value of your shares in
                the Fund will fluctuate depending on the Fund's investment
                performance. The bar chart and table below show the changes in
                the Fund's performance from year to year, and the table
                compares the Fund's performance to the performance of a broad
                measure of market performance for the same period. The Fund's
                past performance (before and after income taxes) is no
                guarantee of future results.

The bar chart below provides some indication of the risks of investing in the
Fund by showing changes in the performance of the Fund's Class Q shares from
year to year.

                    YEAR-BY-YEAR TOTAL RETURNS (%)(1)(2)(3)
                (FOR THE PERIODS ENDED DECEMBER 31 OF EACH YEAR)

[GRAPHIC APPEARS HERE]

1998       1999         2000        2001        2002      2003       2004      2005       2006       2007
37.92      83.79      (22.15)     (27.54)     (26.68)     26.69      9.62      12.37      20.88      14.98

            Best and worst quarterly performance during this period:

                         Best: 4th quarter 1999: 44.52%

                       Worst: 1st quarter 2001: (21.36)%

The table below provides some indication of the risks of investing in the Fund
by comparing the Fund's Class Q and Class I shares' performance to that of a
broad measure of market performance - the Morgan Stanley Capital International
All Country World IndexSM ("MSCI All Country World IndexSM"). It is not possible
to invest directly in the index. The table also shows returns on a before-tax
and after-tax basis. After-tax returns are calculated using the historical
highest individual federal marginal income tax rates and do not reflect the
impact of state and local taxes.

Actual after-tax returns depend on an investor's tax situation and may differ
from those shown, and after-tax returns shown are not relevant to investors who
hold their Fund shares through tax-deferred arrangements, such as 401(k) plans
or individual retirement accounts.

In some cases the return after taxes may exceed the return before taxes due to
an assumed tax benefit from any losses on a sale of Fund shares at the end of
the measurement period.

                     AVERAGE ANNUAL TOTAL RETURNS(1)(2)(3)
                   (FOR THE PERIODS ENDED DECEMBER 31, 2007)

                                                                                             5 YEARS
                                                                          1 YEAR       (OR LIFE OF CLASS)        10 YEARS
 CLASS Q RETURN BEFORE TAXES                                    %       14.98               17.29                8.81
 Class Q Return After Taxes on Distributions                    %       14.87               17.23                8.06
 Class Q Return After Taxes on Distributions and Sale of        %        9.89               15.28                7.38
  Fund Shares
 MSCI All Country World IndexSM (reflects no deduction for      %       11.66               18.24               7.94(5)
  fees, expenses or taxes)(4)
 CLASS I RETURN BEFORE TAXES                                    %       15.24               18.82(2)               N/A
 MSCI All Country World IndexSM (reflects no deduction for      %       11.66               16.94(6)               N/A
  fees, expenses or taxes)(4)

(1)   Effective April 24, 2006, Tradewinds Global Investors, LLC began serving
      as Sub-Adviser to the Fund. Prior to this date, NWQ Investment Management
      Company, LLC served as sub-adviser from February 1, 2005 to April 24,
      2006. ING Investment Management Co. served as sub-adviser from August 1,
      2003 to February 1, 2005. ING Investments, LLC has been the Fund's
      investment adviser since May 24, 1999 and directly advised the Fund from
      October 1, 2000 to August 1, 2003. Prior to October 1, 2000, the Fund was
      advised by a different sub-adviser.

(2)   Class I shares commenced operations on September 6, 2006.

(3)   Effective February 1, 2005, the Fund changed its name from ING Worldwide
      Growth Fund to ING Global Value Choice Fund and changed its principal
      investment strategy.

(4)   MSCI All Country World IndexSM is a free float-adjusted market
      capitalization index that is designed to measure equity market
      performance in the global developed and emerging markets. It includes the
      reinvestment of dividends and distributions net of withholding taxes, but
      does not reflect fees, brokerage commissions or other expenses of
      investing.

(5)   Prior to December 31, 2001, the index did not include the deduction of
      withholding taxes. The gross index return is for the period beginning
      January 1, 1997.

(6)   The Index return for Class I shares is for the period beginning September
      1, 2006.

[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                                              ING Global Value Choice Fund    11


                                                                        ADVISER
                                                            ING Investments, LLC

                                                                     SUB-ADVISER
                                        ING Clarion Real Estate Securities, L.P.
ING ASIA-PACIFIC REAL ESTATE FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

INVESTMENT OBJECTIVE

The Fund seeks to provide investors with high total return, consisting of
capital appreciation and current income. The Fund's investment objective is not
fundamental and may be changed without a shareholder vote.

[GRAPHIC APPEARS HERE]

PRINCIPAL INVESTMENT STRATEGIES

Under normal market conditions, the Fund will invest at least 80% of its net
assets in a portfolio of equity securities of real estate companies located in
the Asia-Pacific Region. The Fund will provide shareholders with at least 60
days' prior notice of any change in this investment policy. Real estate equity
securities include common stocks, preferred stocks and other equity securities
issued by real estate companies, including real estate investment trusts
("REITs") and similar REIT-like entitities. As a general matter, the Fund
expects these investments to be in common stocks of large-, mid- and small-sized
companies. The Fund may invest in depositary receipts. The Sub-Adviser defines a
company in the Asia-Pacific region as a company (i) that is organized under the
laws of, or with principal offices in, the Asia-Pacific region; (ii) that has
50% or more of its assets in the Asia-Pacific region; or (iii) that derives 50%
or more of its total revenue from sales made or real estate activities in
markets in the Asia-Pacific region. Countries in the Asia-Pacific region include
China/Hong Kong, India, Indonesia, Japan, Malaysia, Philippines, Singapore,
South Korea, Taiwan, Thailand, Australia, New Zealand and any other country in
the Asia-Pacific region. The Sub-Adviser defines a real estate company as a
company that (i) derives at least 50% of its total revenue or earnings from
owning, operating, developing, managing and/

or selling real estate; or (ii) has at least 50% of its assets invested in real
estate. The Fund may invest without limit in companies located in countries
with emerging securities markets.

The Sub-Adviser uses a multi-step investment process for constructing the
Fund's investment portfolio that combines top-down region and sector allocation
with bottom-up individual stock selection.
.    First, the Sub-Adviser selects sectors and geographic regions in which to
     invest, and determines the degree of representation of such sectors and
     regions, through a systematic evaluation of public and private property
     market trends and conditions.
.    Second, the Sub-Adviser uses an in-house valuation process to identify
     investments with superior current income and growth potential relative to
     their peers. This in-house valuation process examines several factors
     including:

      (i)        value and property;
      (ii)       capital structure; and
      (iii)      management and strategy.

The Fund is non-diversified, which means it may invest a significant portion of
its assets in a single issuer.

The Fund may invest in other investment companies to the extent permitted by
the Investment Company Act of 1940, as amended, and the rules and regulations
thereunder.

The Sub-Adviser may sell securities for a variety of reasons, such as to secure
gains, limit losses, or redeploy assets into opportunities believed to be more
promising, among others.

The Fund also may lend portfolio securities on a short-term or long-term basis,
up to 33 1/3% of its assets.

The Fund may engage in frequent and active trading of portfolio securities to
achieve its investment objective.

--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

RISKS

You could lose money on an investment in the Fund. The Fund may be affected by
the following risks, among others:

ASIA-PACIFIC COUNTRIES - many Asia-Pacific countries may be subject to a greater
degree of social, political and economic instability than is the case in the
U.S. and European countries, and the securities and real estate markets of some
Asia-Pacific countries have in the past, and may in the future, experience
substantial economic disruption. The economies of many Asia-Pacific countries
are heavily dependent upon international trade and have been, and may continue
to be, adversely affected by trade barriers, exchange controls, managed
adjustments in relative currency values and other measures imposed or negotiated
by the countries with which they trade.

CONCENTRATION - because the Fund's investments are concentrated in one or more
real estate industries, the value of the Fund may be subject to greater
volatility than a fund with a portfolio that is less concentrated. If real
estate securities as a group fall out of favor, the Fund could underperform
funds that focus on other types of companies.

FOREIGN INVESTING - foreign investments may be riskier than U.S. investments for
many reasons, including: changes in currency exchange rates; unstable political,
social and economic conditions; a lack of adequate or accurate company
information; differences in the way securities markets operate; less secure
foreign banks or securities depositories than those in the U.S.; less
standardization of accounting standards and market regulations in certain
foreign countries and varying foreign controls on investments. Foreign
investments may also be affected by administrative difficulties, such as delays
in clearing and settling transactions. Additionally, securities of foreign
companies may be denominated in foreign currencies. Exchange rate fluctuations
may reduce or eliminate gains or create losses. Hedging strategies intended to
reduce this risk may not perform as expected. ADRs, EDRs and GDRs are subject to
risks of foreign investments, and they may not always track the price of the
underlying foreign security.These factors may make foreign investments more
volatile and potentially less liquid than U.S. investments. To the extent the
Fund invests in countries with emerging securities markets, there may be other
risks involved, such as those of immature economies, political instability and
less developed and more thinly traded securities markets. Significant levels of
foreign taxes, including withholding taxes also may apply to some foreign
investments.

MARKET TRENDS - from time to time, the stock market may not favor the securities
in which the Fund invests. Rather, the market could favor securities in
industries to which the Fund is not exposed, or may not favor equities at all.

NON-DIVERSIFICATION - the Fund is classified as a "non-diversified" investment
company under the Investment Company Act of 1940, as amended. If the Fund
invests a relatively high percentage of its assets in obligations of a limited
number of issuers, the Fund will be more at risk to any single corporate,
economic, political or regulatory event that impacts one or more of those
issuers. Conversely, even though classified as non-diversified, the Fund may
actually maintain a portfolio that is diversified with a large number of
issuers. In such an event, the Fund would benefit less from appreciation in a
single corporate issuer than if it had greater exposure to that issuer.

OTHER INVESTMENT COMPANIES - the main risk of investing in other investment
companies is the risk that the value of the underlying securities might
decrease. Because the Fund may invest in other investment companies, you will
pay a proportionate share of the expenses of that other investment company
(including management fees, administration fees and custodial fees) in addition
to the expenses of the Fund.

PRICE VOLATILITY - the value of the Fund changes as the prices of its
investments go up or down. Equity securities face market, issuer and other
risks, and their values may fluctuate, sometimes rapidly and unpredictably.
Market risk is the risk that securities may decline in value due to factors
affecting securities markets generally or particular industries. Issuer risk is
the risk that the value of a security may decline for reasons relating to the
issuer such as changes in the financial condition of the issuer. While equities
may offer the potential for greater long-term growth than most debt securities,
they generally have higher volatility.

The Fund invests in securities of larger companies, which sometimes have more
stable prices than smaller companies. However, the Fund may also invest in
small- and mid-sized companies, which may be more susceptible to price
volatility than larger companies because they typically have fewer financial
resources, more limited product and market diversification and may be dependent
on a few key managers. Securities of small- and mid-sized companies tend to be
more volatile and less liquid than stocks of larger companies.

REAL ESTATE - investments in issuers that are principally engaged in real
estate, including REITs, may subject the Fund to risks similar to those
associated with the direct ownership of real estate, including, terrorist
attacks, war or other acts that destroy real property (in addition to
securities market risks). These companies are sensitive to factors such as
changes in real estate values and property taxes, interest rates, cash flow of
underlying real estate assets, supply and demand, and the management skill and
creditworthiness of the issuer. REITs may also be affected by tax and
regulatory requirements.


INABILITY TO SELL SECURITIES - securities of small- and mid-sized companies and
some foreign companies usually trade in lower volume and may be less liquid than
other investments and securities of larger, more established companies or U.S.
companies. The Fund could lose money if it cannot sell a security at a time and
price that would be most beneficial to the Fund.

SECURITIES LENDING - there is the risk that when lending portfolio securities,
the securities may not be available to the Fund on a timely basis and it may
lose the opportunity to sell the securities at a desirable price. Engaging in
securities lending could have a leveraging effect which may intensify the market
risk, credit risk and other risks associated with investments in the Fund.

PORTFOLIO TURNOVER - a high portfolio turnover rate involves greater expenses
to the Fund including brokerage commissions and other transaction costs, which
may have an adverse impact on performance, and is likely to generate more
taxable short-term gains for shareholders.

A more detailed discussion of the risks associated with investing in the Fund
is available in the "More Information About Risks" section.

12  ING Asia-Pacific Real Estate Fund


                                              ING ASIA-PACIFIC REAL ESTATE FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

HOW THE FUND HAS
PERFORMED

                Since ING Asia-Pacific Real Estate Fund did not have a full
                year of performance as of December 31, 2007, there is no
                performance information included in this Prospectus. Please
                visit the Fund's website at www.ingfunds.com to obtain
                performance information once it is available.

[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                                           ING Asia-Pacific Real Estate Fund  13


                                                                        ADVISER
                                                            ING Investments, LLC

                                                                     SUB-ADVISER
                                                   ING Investment Management Co.
ING DISCIPLINED INTERNATIONAL SMALLCAP FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

INVESTMENT OBJECTIVE

The Fund's investment objective is to seek long-term capital appreciation. The
Fund's investment objective is not fundamental and may be changed without a
shareholder vote.

[GRAPHIC APPEARS HERE]

PRINCIPAL  INVESTMENT STRATEGIES

Under normal conditions, the Fund invests at least 80% of its net assets in
securities of small-capitalization companies. The Fund will provide shareholders
with at least 60 days' prior notice of any change in this investment policy.

The Fund considers small-capitalization companies to be those that have a market
capitalization, at the time of purchase, that falls within the range of
companies in the S&P/Citigroup Extended Market Index World Ex. U.S. ("Index")
(as of December 31, 2007 between $14.6 million and $25.7 billion). The Index
focuses on the smallest 20% of stocks within each country, as defined by their
free-float adjusted market capitalization. The market capitalization range in
the Index is reset monthly and will change with market conditions as the range
of companies in the Index changes. At least 65% of the Fund's assets will
normally be invested in companies located in a number of different countries,
other than the U.S. The Fund may invest up to 35% of its total assets in U.S.
issuers. The Fund may invest in companies located in countries with emerging
securities markets when the Sub-Adviser believes they present attractive
investment opportunities.

In managing the Fund, the Sub-Adviser invests in companies it believes to be
undervalued, with observed positive business momentum and with improving
near-term growth potential. The Sub-Adviser uses a proprietary quantitative
model that systematically ranks stocks on the basis of each company's valuation,
growth factors and market recognition characteristics.

The Fund may invest in derivative instruments, including, but not limited to,
futures, options and foreign currency contracts.

The Fund may invest in other investment companies to the extent permitted by the
Investment Company Act of 1940, as amended, and the rules and regulations
thereunder.

The Fund is non-diversified, which means it may invest a significant portion of
its assets in a single issuer.

The Sub-Adviser may sell securities for a variety of reasons, such as to secure
gains, limit losses, or redeploy assets into opportunities believed to be more
promising, among others.

The Fund also may lend portfolio securities on a short-term or long-term basis,
up to 33 1/3% of its assets.

The Fund may engage in frequent and active trading of portfolio securities to
achieve its investment objective.

--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

RISKS
You could lose money on an investment in the Fund. The Fund may be affected by
the following risks, among others:

DERIVATIVES - derivatives are subject to the risk of changes in the market price
of the underlying securities, credit risk with respect to the counterparty to
the derivative instruments, and the risk of loss due to changes in interest
rates. The use of certain derivatives may also have a leveraging effect which
may increase the volatility of the Fund and may reduce its returns.

FOREIGN INVESTING - Foreign investments may be riskier than U.S. investments for
many reasons, including: changes in currency exchange rates; unstable political,
social and economic conditions; a lack of adequate or accurate country or
corporate information; differences in the way securities markets operate; less
secure foreign banks or securities depositories than those in the U.S.; less
standardization of accounting standards and market regulations in certain
foreign countries; and varying foreign controls on investments. Foreign
investments may also be affected by administrative difficulties, such as delays
in clearing and settling transactions. Additionally, securities of foreign
companies may be denominated in foreign currencies. Exchange rate fluctuations
may reduce or eliminate gains or create losses. Hedging strategies intended to
reduce this risk may not perform as expected. In emerging market countries, the
risks of foreign investing may be greater, as these countries may be less
politically and economically stable than other countries. It also may be more
difficult to buy and sell securities in emerging market countries. To the extent
the Fund invests in countries with emerging securities markets, the risks of
foreign investing may be greater, as these countries may be less politically and
economically stable than other countries. It also may be more difficult to buy
and sell securities with emerging securities markets.

MARKET TRENDS - from time to time, the stock market may not favor the securities
in which the Fund invests. Rather, the market could favor growth-oriented
securities or large company securities, or may not favor equities at all.

NON-DIVERSIFICATION - the Fund is a "non-diversified" investment company under
the Investment Company Act of 1940, as amended. If the Fund invests a relatively
high percentage of its assets in a limited number of issuers, the Fund will be
more at risk to any single issuer, economic, political or regulatory event that
impacts one or more of those issuers.

OTHER INVESTMENT COMPANIES - the main risk of investing in other investment
companies is the risk that the value of the underlying securities might
decrease. Because the Fund invests in other investment companies, you may pay a
proportionate share of the expenses of that other investment company (including
management fees, administration fees and custodial fees) in addition to the
expenses of the Fund.

PRICE VOLATILITY - the value of the Fund changes as the prices of its
investments go up or down. Equity securities face market, issuer and other
risks, and their values may fluctuate, sometimes rapidly and unpredictably.
Market risk is the risk that securities may decline in value due to factors
affecting securities markets generally or particular industries. Issuer risk is
the risk that the value of a security may decline for reasons relating to the
issuer such as changes in the financial condition of the issuer. While equities
may offer the potential for greater long-term growth than most debt securities,
they generally have higher volatility.

SMALL-SIZED COMPANIES - stocks of smaller companies carry higher risks than
stocks of larger companies.

.    Smaller companies may lack the management experience, financial resources,
     product diversification and competitive strengths of larger companies.

.    In many instances, the frequency and volume of trading in small
     capitalization stocks are substantially less than stocks of larger
     companies. As a result, the stocks of smaller companies may be subject to
     wider price fluctuations and/or may be less liquid.

.    Stocks of smaller companies can be particularly sensitive to unexpected
     changes in interest rates, borrowing costs and earnings.

VALUE INVESTING - securities that appear to be undervalued may never appreciate
to the extent expected. Further, because the prices of value- oriented
securities tend to correlate more closely with economic cycles than
growth-oriented securities, they generally are more sensitive to changing
economic conditions, such as changes in interest rates, corporate earnings and
industrial production.


INABILITY TO SELL SECURITIES - convertible securities, securities of small-sized
and mid-sized companies and some foreign companies usually trade in lower volume
and may be less liquid than other investments and securities of larger U.S.
companies. The Fund could lose money if it cannot sell a security at the time
and price that would be most beneficial to the Fund.

SECURITIES LENDING - there is the risk that when lending portfolio securities,
the securities may not be available to the Fund on a timely basis and it may
lose the opportunity to sell the securities at a desirable price. Engaging in
securities lending could have a leveraging effect which may intensify the market
risk, credit risk and other risks associated with investments in the Fund.

PORTFOLIO TURNOVER - a high portfolio turnover rate involves greater expenses to
the Fund including brokerage commissions and other transaction costs, which may
have an adverse impact on performance, and is likely to generate more taxable
short-term gains for shareholders.

A more detailed discussion of the risks associated with investing in the Fund
is available in the "More Information About Risks" section.

14  ING Disciplined International SmallCap Fund


                                    ING DISCIPLINED INTERNATIONAL SMALLCAP FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

HOW THE FUND HAS
PERFORMED

                The following information is intended to help you understand
                the risks of investing in the Fund. The value of your shares in
                the Fund will fluctuate depending on the Fund's investment
                performance. The bar chart and table below show the Fund's
                performance for the first full calendar year of operations, and
                the table compares the Fund's performance to the performance of
                a broad measure of market performance for the same period. The
                Fund's past performance (before and after income taxes) is no
                guarantee of future results.

The bar chart below provides some indication of the risks of investing in the
Fund by showing the performance of the Fund's Class I shares for the first full
calendar year of operations.

                       YEAR-BY-YEAR TOTAL RETURNS (%)(1)

                       (FOR THE PERIOD ENDED DECEMBER 31)

[GRAPHIC APPEARS HERE]

1998   1999   2000   2001   2002   2003   2004   2005   2006   2007
                                                               6.86

            Best and worst quarterly performance during this period:

                         Best: 1st quarter 2007: 8.06%
                        Worst: 4th quarter 2007: (5.96)%

                        AVERAGE ANNUAL TOTAL RETURNS(1)
                   (FOR THE PERIODS ENDED DECEMBER 31, 2007)

The table below provides some indication of the risks of investing in the Fund
by comparing the Fund's Class I shares' performance to that of a broad measure
of market performance - the Standard and Poor's Citigroup Extended Market Index
World Ex. U.S. ("S&P/Citigroup EMI World Ex. U.S."). It is not possible to
invest directly in the index. The table also shows returns on a before-tax and
after-tax basis. After-tax returns are calculated using the historical highest
individual federal marginal income tax rates and do not reflect the impact of
state and local taxes.

Actual after-tax returns depend on an investor's tax situation and may differ
from those shown, and after-tax returns shown are not relevant to investors who
hold their Fund shares through tax-deferred arrangements, such as 401(k) plans
or individual retirement accounts.

In some cases the return after taxes may exceed the return before taxes due to
an assumed tax benefit from any losses on a sale of Fund shares at the end of
the measurement period.

                                                                                           5 YEARS
                                                                        1 YEAR       (OR LIFE OF CLASS)      10 YEARS
 CLASS I RETURN BEFORE TAXES                                  %        6.86              7.17(1)                N/A
 Class I Return After Taxes on Distributions                  %        6.14              6.47(1)                N/A
 Class I Return After Taxes on Distributions and Sale of      %        4.67              5.77(1)                N/A
  Fund Shares
 S&P/Citigroup EMI World Ex. U.S.(2)                          %        7.32              7.32(3)                N/A

(1)   Class I shares commenced operations on December 20, 2006.

(2)   The S&P/Citigroup EMI World Ex. U.S. represents, on a country-by-country
      basis, the small-capitalization component of the Citigroup Broad Market
      IndexSM, which is a comprehensive float-weighted index of companies in 22
      countries (excluding the U.S.) with market capitalizations of at least
      U.S. $100 million.

(3)   The index return for Class I shares is for the period beginning January
      1, 2007.

[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                               ING Disciplined International SmallCap Fund    15


                                                                        ADVISER
                                                            ING Investments, LLC

                                                                     SUB-ADVISER
                                               Brandes Investment Partners, L.P.
ING EMERGING COUNTRIES FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

INVESTMENT OBJECTIVE

The Fund seeks maximum long-term capital appreciation.

[GRAPHIC APPEARS HERE]

PRINCIPAL  INVESTMENT STRATEGIES

The Fund normally invests at least 80% of its net assets in securities of
issuers located in a number of different countries with emerging securities
markets. The Fund will provide shareholders with at least 60 days' prior notice
of any change in this investment policy. The Fund may invest in large-, mid- and
small-sized companies. An issuer is considered to be located in a country with
an emerging securities market if: (i) the issuer is organized in a country with
an emerging securities market; or (ii) the principal securities market for the
issuer is in a country with an emerging securities market; or (iii) the issuer
is listed on a securities exchange in a country with an emerging securities
market; or (iv) the issuer derives at least 50% of its revenues or profits from
goods produced or sold, investments made, or services performed in a country
with an emerging securities market or at least 50% of the issuer's assets are
located in a country with an emerging securities market.

The Fund holds common stocks, preferred stocks, American Depositary Receipts
("ADRs"), European Depositary Receipts ("EDRs") and Global Depositary Receipts
("GDRs"), as well as convertible securities.

The Sub-Adviser applies the technique of "value investing" by seeking stocks
that its research indicates are priced below their long-term value. The process
uses a sophisticated computer database that constantly screens emerging market
companies across the globe. The Sub-Adviser focuses on valuation measures such
as price-to-earnings or price-to-book ratios as well as liquidity and market
capitalization. The Sub-Adviser also applies the principles of its investment
philosophy to determine an estimate of each company's value, then thoroughly
reviews each company to find and purchase shares of businesses that the
Sub-Adviser believes are selling at a significant discount to their true worth.
The Sub-Adviser will focus on issuers in those emerging market countries in
which it believes the economies are developing strongly and the markets are
becoming more sophisticated.

The Sub-Adviser considers an emerging market country to be any country which is
in or has been in the Emerging Market Database of Standard and Poor's or the
Morgan Stanley Capital International Emerging Markets IndexSM ("MSCI EM
IndexSM"), or those countries which generally are considered to be emerging
market countries by the international financial community. The Fund will
typically invest, at the time of purchase, up to the greater of either:
.    20% of total Fund assets in any particular country or industry at the time
     of purchase, or,
.    150% of the weighting of such country or industry as represented in the
     MSCI EM IndexSM at the time of purchase.

The Fund may invest in other investment companies to the extent permitted under
the Investment Company Act of 1940, as amended, and the rules and regulations
thereunder.

The Sub-Adviser may sell securities for a variety of reasons, such as to secure
gains or redeploy assets into opportunities believed to be more promising,
among others.

The Fund may also lend portfolio securities on a short-term or long-term basis,
up to 30% of its assets.

--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

RISKS
You could lose money on an investment in the Fund. The Fund may be affected by
the following risks, among others:

CONVERTIBLE SECURITIES - the value of convertible securities may fall when
interest rates rise. Convertible securities with longer maturities tend to be
more sensitive to changes in interest rates usually making them more volatile
than convertible securities with shorter maturities. The Fund could lose money
if the issuer of a convertible security is unable to meet its financial
obligations or goes bankrupt.

FOREIGN INVESTING - foreign investments may be riskier than U.S. investments for
many reasons, including: changes in currency exchange rates; unstable political,
social and economic conditions; a lack of adequate or accurate company
information; differences in the way securities markets operate; less secure
foreign banks or securities depositories than those in the U.S.; less
standardization of accounting standards and market regulations in certain
foreign countries; and varying foreign controls on investments. Foreign
investments may also be affected by administrative difficulties, such as delays
in clearing and settling transactions. Additionally, securities of foreign
companies may be denominated in foreign currencies. Exchange rate fluctuations
may reduce or eliminate gains or create losses. Hedging strategies intended to
reduce this risk may not perform as expected. ADRs, EDRs and GDRs are subject to
risks of foreign investments, and they may not always track the price of the
underlying foreign security. These factors may make foreign investments more
volatile and potentially less liquid than U.S. investments. Because the Fund
invests in countries with emerging securities markets, the risks of foreign
investing may be greater, as these countries may be less politically and
economically stable than other countries. It may also be more difficult to buy
and sell securities in countries with emerging securities markets.

MARKET TRENDS - from time to time, the stock market may not favor the
value-oriented securities in which the Fund invests. Rather, the market could
favor growth-oriented securities, or may not favor equities at all.

OTHER INVESTMENT COMPANIES - the main risk of investing in other investment
companies is the risk that the value of the underlying securities might
decrease. Because the Fund may invest in other investment companies, you will
pay a proportionate share of the expenses of that other investment company
(including management fees, administration fees and custodial fees) in addition
to the expenses of the Fund.

PRICE VOLATILITY - the value of the Fund changes as the prices of its
investments go up or down. Equity securities face market, issuer and other
risks, and their values may fluctuate, sometimes rapidly and unpredictably.
Market risk is the risk that securities may decline in value due to factors
affecting securities markets generally or particular industries. Issuer risk is
the risk that the value of a security may decline for reasons relating to the
issuer such as changes in the financial condition of the issuer. While equities
may offer the potential for greater long-term growth than most debt securities,
they generally have higher volatility.

The Fund invests primarily in securities of larger companies, which sometimes
have more stable prices than smaller companies. However, the Fund may also
invest in small- and mid-sized companies, which may be more susceptible to
price volatility than larger companies because they typically have fewer
financial resources, more limited product and market diversification and may be
dependent on a few key managers.

VALUE INVESTING - securities that appear to be undervalued may never appreciate
to the extent expected. Further, because the prices of value- oriented
securities tend to correlate more closely with economic cycles than
growth-oriented securities, they generally are more sensitive to changing
economic conditions, such as changes in interest rates, corporate earnings and
industrial production.

INABILITY TO SELL SECURITIES - convertible securities, securities of smaller and
mid-sized companies and securities of companies located in countries with
emerging securities markets usually trade in lower volume and may be less liquid
than other investments and securities of companies located in larger, more
established markets. The Fund could lose money if it cannot sell a security at
the time and price that would be most beneficial to the Fund.

SECURITIES LENDING - there is the risk that when lending portfolio securities,
the securities may not be available to the Fund on a timely basis and it may
lose the opportunity to sell the securities at a desirable price. Engaging in
securities lending could have a leveraging effect which may intensify the
market risk, credit risk and other risks associated with investments in the
Fund.

A more detailed discussion of the risks associated with investing in the Fund
is available in the "More Information About Risks" section.

16  ING Emerging Countries Fund


                                                    ING EMERGING COUNTRIES FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

HOW THE FUND HAS
PERFORMED

                The following information is intended to help you understand
                the risks of investing in the Fund. The value of your shares in
                the Fund will fluctuate depending on the Fund's investment
                performance. The bar chart and table below show the changes in
                the Fund's performance from year to year, and the table
                compares the Fund's performance to the performance of a broad
                measure of market performance for the same period. The Fund's
                past performance (before and after income taxes) is no
                guarantee of future results.

In addition, performance of a composite of similarly managed accounts is
presented in the "Management of the Funds - Adviser and Sub-Advisers" section
of this Prospectus.

The bar chart below provides some indication of the risks of investing in the
Fund by showing changes in the performance of the Fund's Class Q shares from
year to year.

                      YEAR-BY-YEAR TOTAL RETURNS (%)(1)(2)
                (FOR THE PERIODS ENDED DECEMBER 31 OF EACH YEAR)

[GRAPHIC APPEARS HERE]

  1998      1999         2000       2001       2002      2003       2004       2005       2006       2007
(21.46)     76.31      (31.83)     (7.32)     (9.45)     47.80      20.23      18.09      27.57      17.12

            Best and worst quarterly performance during this period:

                         Best: 4th quarter 1999: 36.27%
                       Worst: 3rd quarter 1998: (25.99)%

                       AVERAGE ANNUAL TOTAL RETURNS(1)(2)
                   (FOR THE PERIODS ENDED DECEMBER 31, 2007)

The table below provides some indication of the risks of investing in the Fund
by comparing the Fund's Class I and Class Q shares' performance to that of a
broad measure of market performance - the MSCI EM IndexSM. It is not possible
to invest directly in the index. The table also shows returns on a before-tax
and after-tax basis. After-tax returns are calculated using the historical
highest individual federal marginal income tax rates and do not reflect the
impact of state and local taxes.

Actual after-tax returns depend on an investor's tax situation and may differ
from those shown, and after-tax returns shown are not relevant to investors who
hold their Fund shares through tax-deferred arrangements, such as 401(k) plans
or individual retirement accounts.

In some cases the return after taxes may exceed the return before taxes due to
an assumed tax benefit from any losses on a sale of Fund shares at the end of
the measurement period.

After tax returns are shown for Class Q only. After-tax returns for other
classes will vary.

                                                                                            5 YEARS
                                                                         1 YEAR       (OR LIFE OF CLASS)         10 YEARS
 CLASS Q RETURN BEFORE TAXES                                   %       17.12               25.66                 9.52
 Class Q Return After Taxes on Distributions                   %       16.65               25.53                 9.41
 Class Q Return After Taxes on Distributions and Sale of       %       12.32               23.08                 8.50
  Fund Shares
 MSCI EM IndexSM(reflects no deduction for fees, expenses      %       39.39               37.02               14.53(3)
  or taxes)(2)
 CLASS I RETURN BEFORE TAXES                                   %       17.36               23.16(2)               N/A
 MSCI EM IndexSM(reflects no deduction for fees, expenses      %       39.39               35.73(5)               N/A
  or taxes)(4)

(1)   Effective March 1, 2005, Brandes Investment Partners, L.P. began serving
      as Sub-Adviser to the Fund and the Fund changed its principal investment
      strategies. ING Investments, LLC has been the Fund's adviser since May
      24, 1999. ING Investment Management Advisors B.V. served as Sub-Adviser
      from December 5, 2002 to March 1, 2005. The Fund did not have a
      sub-adviser from October 1, 2000 to December 4, 2002; however, prior to
      October 1, 2000, the Fund was advised by a different sub-adviser.

(2)   Class I shares commenced operations on December 21, 2005. Because Class W
      shares had not commenced operations as of December 31, 2007, no
      performance is presented for Class W.

(3)   Prior to December 31, 2001, the index did not include the deduction of
      withholding taxes. The gross index return is for the period beginning
      January 1, 1997.

(4)   The MSCI EM IndexSM is an unmanaged index that measures the performance
      of securities listed on exchanges in developing nations throughout the
      world. It includes the reinvestment of dividends and distributions net of
      withholding taxes, but does not reflect fees, brokerage commissions or
      other expenses of investing.

(5)   The index return for Class I shares is for the period beginning January
      1, 2006.

[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                                               ING Emerging Countries Fund    17


                                                                        ADVISER
                                                            ING Investments, LLC

                                                                     SUB-ADVISER
                                        ING Clarion Real Estate Securities, L.P.
ING EUROPEAN REAL ESTATE FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

INVESTMENT OBJECTIVE

The Fund seeks to provide investors with high total return, consisting of
capital appreciation and current income. The Fund's investment objective is not
fundamental and may be changed without a shareholder vote.

[GRAPHIC APPEARS HERE]

PRINCIPAL  INVESTMENT STRATEGIES

Under normal market conditions, the Fund will invest at least 80% of its net
assets in a portfolio of equity securities of real estate companies located in
Europe. The Fund will provide shareholders with at least 60 days' prior notice
of any change in this investment policy. Real estate equity securities include
common stocks, preferred stocks and other equity securities issued by real
estate companies, including real estate investment trusts ("REITs") and similar
REIT-like entities. As a general matter, the Fund expects these investments to
be in common stocks of large-, mid-, and small-sized companies. The Fund may
invest in depositary receipts. The Sub-Adviser defines a European company as a
company (i) that is organized under the laws of, or with principal offices in,
Europe; (ii) that has 50% or more of its assets in Europe; or (iii) that derives
50% or more of its total revenue from sales made or real estate activities in
markets in Europe. Under normal market conditions, the Fund intends to emphasize
investment in developed countries, including, but not limited to, Austria,
Finland, France, Germany, Italy, the Netherlands, Norway, Spain Sweden,
Switzerland and the United Kingdom. However, the Fund may also invest without
limit in companies located in emerging markets, such as those in Eastern Europe.
The Fund's assets will normally be invested in companies located in a number of
different European countries. The Sub-Adviser defines a real estate company as a
company that (i) derives at least 50% of its total revenue or earnings from
owning, operating, developing, managing and/

or selling real estate; or (ii) has at least 50% of its assets invested in real
estate.

The Sub-Adviser uses a multi-step investment process for constructing the
Fund's investment portfolio that combines top-down region and sector allocation
with bottom-up individual stock selection.
.    First, the Sub-Adviser selects sectors and geographic regions in which to
     invest, and determines the degree of representation of such sectors and
     regions, through a systematic evaluation of public and private property
     market trends and conditions.
.    Second, the Sub-Adviser uses an in-house valuation process to identify
     investments with superior current income and growth potential relative to
     their peers. This in-house valuation process examines several factors
     including:

      (i)        value and property;
      (ii)       capital structure; and
      (iii)      management and strategy.

The Fund is non-diversified, which means it may invest a significant portion of
its assets in a single issuer.

The Fund may invest in other investment companies to the extent permitted under
the Investment Company Act of 1940, as amended, and the rules and regulations
thereunder.

The Sub-Adviser may sell securities for a variety of reasons, such as to secure
gains, limit losses, or redeploy assets into opportunities believed to be more
promising, among others.

The Fund also may lend portfolio securities on a short-term or long-term basis,
up to 33 1/3% of its assets.


The Fund may engage in frequent and active trading or portfolio securities to
achieve its investment objective.

--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

RISKS

You could lose money on an investment in the Fund. The Fund may be affected by
the following risks, among others:

CONCENTRATION - because the Fund's investments are concentrated in one or more
real estate industries, the value of the Fund may be subject to greater
volatility than a fund with a portfolio that is less concentrated. If real
estate securities as a group fall out of favor, the Fund could underperform
funds that focus on other types of companies.

FOREIGN INVESTING - foreign investments may be riskier than U.S. investments
for many reasons, including: changes in currency exchange rates; unstable
political, social and economic conditions; a lack of adequate or accurate
company information; differences in the way securities markets operate; less
secure foreign banks or securities depositories than those in the U.S.; less
standardization of accounting standards and market regulations in certain
foreign countries and varying foreign controls on investments. Foreign
investments may also be affected by administrative difficulties, such as delays
in clearing and settling transactions. Additionally, securities of foreign
companies may be denominated in foreign currencies. Exchange rate fluctuations
may reduce or eliminate gains or create losses. Hedging strategies intended to
reduce this risk may not perform as expected. ADRs, EDRs and GDRs are subject
to risks of foreign investments, and they may not always track the price of the
underlying foreign security.These factors may make foreign investments more
volatile and potentially less liquid than U.S. investments. To the extent the
Fund invests in countries with emerging securities markets, there may be other
risks involved, such as those of immature economies, political instability and
less developed and more thinly traded securities markets. Significant levels of
foreign taxes, including withholding taxes also may apply to some foreign
investments.

MARKET TRENDS - from time to time, the stock market may not favor the
securities in which the Fund invests. Rather, the market could favor securities
in industries to which the Fund is not exposed, or may not favor equities at
all.

NON-DIVERSIFICATION -  the Fund is classified as a "non-diversified" investment
company under the Investment Company Act of 1940, as amended. If the Fund
invests a relatively high percentage of its assets in obligations of a limited
number of issuers, the Fund will be more at risk to any single corporate,
economic, political or regulatory event that impacts one or more of those
issuers. Conversely, even though classified as non-diversified, the Fund may
actually maintain a portfolio that is diversified with a large number of
issuers. In such an event, the Fund would benefit less from appreciation in a
single corporate issuer than if it had greater exposure to that issuer.

OTHER INVESTMENT COMPANIES - the main risk of investing in other investment
companies is the risk that the value of the underlying securities might
decrease. Because the Fund may invest in other investment companies, you will
pay a proportionate share of the expenses of that other investment company
(including management fees, administration fees and custodial fees) in addition
to the expenses of the Fund.

PRICE VOLATILITY - the value of the Fund changes as the prices of its
investments go up or down. Equity securities face market, issuer and other
risks, and their values may fluctuate, sometimes rapidly and unpredictably.
Market risk is the risk that securities may decline in value due to factors
affecting securities markets generally or particular industries. Issuer risk is
the risk that the value of a security may decline for reasons relating to the
issuer such as changes in the financial condition of the issuer. While equities
may offer the potential for greater long-term growth than most debt securities,
they generally have higher volatility.

The Fund invests in securities of larger companies, which sometimes have more
stable prices than smaller companies. However, the Fund may also invest in
small- and mid-sized companies, which may be more susceptible to price
volatility than larger companies because they typically have fewer financial
resources, more limited product and market diversification and may be dependent
on a few key managers. Securities of small- and mid-sized companies tend to be
more volatile and less liquid than stocks of larger companies.

REAL ESTATE - investments in issuers that are principally engaged in real
estate, including REITs, may subject the Fund to risks similar to those
associated with the direct ownership of real estate, including, terrorist
attacks, war or other acts that destroy real property (in addition to
securities market risks). These companies are sensitive to factors such as
changes in real estate values and property taxes, interest rates, cash flow of
underlying real estate assets, supply and demand, and the management skill and
creditworthiness of the issuer. REITs may also be affected by tax and
regulatory requirements.

INABILITY TO SELL SECURITIES - securities of small- and mid-sized companies and
some foreign companies usually trade in lower volume and may be less liquid than
other investments and securities of larger, more established companies or U.S.
companies. The Fund could lose money if it cannot sell a security at a time and
price that would be most beneficial to the Fund.

PORTFOLIO TURNOVER - a high portfolio turnover rate involves greater expenses
to the Fund including brokerage commissions and other transaction costs, which
may have an adverse impact on performance, and is likely to generate more
taxable short-term gains for shareholders.

SECURITIES LENDING - there is the risk that when lending portfolio securities,
the securities may not be available to the Fund on a timely basis and it may
lose the opportunity to sell the securities at a desirable price. Engaging in
securities lending could have a leveraging effect which may intensify the
market risk, credit risk and other risks associated with investments in the
Fund.

A more detailed discussion of the risks associated with investing in the Fund
is available in the "More Information About Risks" section.

18  ING European Real Estate Fund


                                                  ING EUROPEAN REAL ESTATE FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

HOW THE FUND HAS
PERFORMED

                Since ING European Real Estate Fund did not have a full year of
                performance as of December 31,2007, there is no performance
                information included in this Prospectus. Please visit the
                Fund's website at www.ingfunds.com to obtain performance
                information once it is available.

[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                                              ING European Real Estate Fund   19


                                                                        ADVISER
                                                            ING Investments, LLC

                                                                     SUB-ADVISER
                                           Julius Baer Investment Management LLC
ING FOREIGN FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

INVESTMENT OBJECTIVE

The Fund seeks long-term growth of capital. The Fund's investment objective is
not fundamental and may be changed without a shareholder vote.

[GRAPHIC APPEARS HERE]

PRINCIPAL  INVESTMENT STRATEGIES

Under normal conditions, the Fund invests in a wide variety of international
equity securities issued throughout the world, normally excluding the U.S. The
Fund normally invests at least 80% of its net assets in international equity
securities. The Fund will provide shareholders with at least 60 days' prior
notice of any change in this investment policy. The equity securities in which
the Fund may invest include common and preferred stock, American Depositary
Receipts ("ADRs"), European Depositary Receipts ("EDRs"), Global Depositary
Receipts ("GDRs"), convertible securities, rights, warrants and other investment
companies, including exchange-traded funds ("ETFs").

The Sub-Adviser selects stocks using a fundamental approach adjusted for
factors specific to each region. In developed markets (such as the U.S.,
Western Europe, and certain dollar bloc countries including Australia, New
Zealand and Canada), the stock selection process is primarily bottom-up. The
Sub-Adviser concentrates on company factors such as balance sheet metrics and
industry factors such as performance of particular industries in similar
macroeconomic environments and relative to the broader economy. The Sub-Adviser
believes that most investment returns in developed markets come from sound,
company specific fundamental research. In emerging markets, the Sub-Adviser
uses a top-down selection process, focusing on the macroeconomic, liquidity and
geopolitical factors of particular areas. The Sub-Adviser determines the Fund's
exposure to Japan using a combination of bottom-up and top-down analysis.
Bottom-up analysis is used to determine specific investments within Japan, but
top-down analysis is essential to the determination of country exposure.

In selecting investments for the Fund, the Sub-Adviser focuses on securities
located in a number of different countries. The Fund will normally invest at
least 65% of its assets in no fewer than three different countries located
outside the U.S. The Fund may invest a portion of its assets in securities of
issuers located in developing countries, often referred to as "emerging
markets". It presently does not anticipate investing more than 35% of its
assets in such securities.

The Sub-Adviser manages the Fund as a core international equity product and is
not constrained by a particular investment style. It may invest in "growth" or
"value" securities. The Sub-Adviser chooses securities in industries and
companies it believes are experiencing favorable demand for their products or
services. The Sub-Adviser considers companies with above average earnings
potential, companies that are dominant within their industry, companies within
industries that are undergoing dramatic change and companies that are market
leaders in developing industries. Other considerations include expected levels
of inflation, government policies or actions, currency relationships and
prospects for economic growth in a country or region. The Fund normally has a
bias towards larger companies, but may also invest in smaller companies. For
these purposes, larger companies include companies with market capitalizations
of $10 billion or greater.

The Fund may also invest in debt securities of U.S. or foreign issuers,
including (up to 10% of assets) high risk and high-yield, non-investment grade
instruments commonly known as junk bonds. The Fund may use futures, swaps and
warrants, which are types of derivatives for hedging purposes and to maintain
liquidity or to increase total return.

The Fund may invest in other investment companies to the extent permitted under
the Investment Company Act of 1940, as amended, and the rules and regulations
thereunder.

The Sub-Adviser may sell securities for a variety of reasons, such as to secure
gains, limit losses, or redeploy assets into opportunities believed to be more
promising, among others.

The Fund may lend portfolio securities on a short-term or long-term basis, up
to 33 1/3% of its total assets.

--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

RISKS
You could lose money on an investment in the Fund. The Fund may be affected by
the following risks, among others:

CONVERTIBLE AND DEBT SECURITIES - the value of convertible and debt securities
may fall when interest rates rise. Convertible and debt securities with longer
maturities tend to be more sensitive to changes in interest rates, usually
making them more volatile than convertible and debt securities with shorter
maturities.

DERIVATIVES - derivatives are subject to the risk of changes in the market
price of the underlying securities, credit risk with respect to the
counterparty to the derivative instruments, and the risk of loss due to changes
in interest rates. The use of certain derivatives may also have a leveraging
effect which may increase the volatility of the Fund and may reduce its
returns.

FOREIGN INVESTING - foreign investments may be riskier than U.S. investments
for many reasons, including: changes in currency exchange rates; unstable
political, social and economic conditions; a lack of adequate or accurate
company information; differences in the way securities markets operate; less
secure foreign banks or securities depositories than those in the U.S.; less
standardization of accounting standards and market regulations in certain
foreign countries; and varying foreign controls on investments. Foreign
investments may also be affected by administrative difficulties, such as delays
in clearing and settling transactions. Additionally, securities of foreign
companies may be denominated in foreign currency. Exchange rate fluctuations
may reduce or eliminate gains or create losses. Hedging strategies intended to
reduce this risk may not perform as expected. ADRs, EDRs and GDRs are subject
to risks of foreign investments, and they may not always track the price of the
underlying foreign security. These factors may make foreign investments more
volatile and potentially less liquid than U.S. investments. To the extent the
Fund invests in countries with emerging securities markets, the risks of
foreign investing may be greater, as these countries may be less politically
and economically stable than other countries. It may also be more difficult to
buy and sell securities in countries with emerging securities markets.

HIGH-YIELD, LOWER-GRADE DEBT SECURITIES - when the Fund invests in debt
securities rated below investment grade, its credit risk is greater than that
of funds that buy only investment-grade debt securities. Lower-grade debt
securities may be subject to greater market fluctuations and greater risks of
loss of income and principal than investment-grade debt securities. Debt
securities that are (or have fallen) below investment grade are exposed to a
greater risk that their issuers might not meet their debt obligations. The
market for these debt securities may be less liquid, making it difficult for
the Fund to sell them quickly at an acceptable price. These risks can reduce
the Fund's share price and the income it earns.

OTHER INVESTMENT COMPANIES - the main risk of investing in other investment
companies is the risk that the value of the underlying securities might
decrease. Because the Fund may invest in other investment companies, you will
pay a proportionate share of the expenses of that other investment company
(including management fees, administration fees and custodial fees) in addition
to the expenses of the Fund.

PRICE VOLATILITY - the value of the Fund changes as the prices of its
investments go up or down. Equity securities face market, issuer and other
risks, and their values may fluctuate, sometimes rapidly and unpredictably.
Market risk is the risk that securities may decline in value due to factors
affecting securities markets generally or particular industries. Issuer risk is
the risk that the value of a security may decline for reasons relating to the
issuer such as changes in the financial condition of the issuer. While equities
may offer the potential for greater long-term growth than most debt securities,
they generally have higher volatility.

The Fund normally has a bias toward securities of larger companies, which
sometimes have more stable prices than smaller companies. However, the Fund may
also invest in small- and mid-sized companies, which may be more susceptible to
price volatility than larger companies because they typically have fewer
financial resources, more limited product and market diversification and may be
dependent on a few key managers. Securities of small- and mid-sized companies
tend to be more volatile and less liquid than stocks of larger companies.

VALUE INVESTING - securities that appear to be undervalued may never appreciate
to the extent expected. Further, because the prices of value- oriented
securities tend to correlate more closely with economic cycles than
growth-oriented securities, they generally are more sensitive to changing
economic conditions, such as changes in interest rates, corporate earnings and
industrial production.


INABILITY TO SELL SECURITIES - securities of small- and mid-sized companies and
some foreign companies usually trade in lower volume and may be less liquid than
securities of larger, more established companies or U.S. companies. The Fund
could lose money if it cannot sell a security at the time and price that would
be most beneficial to the Fund.

SECURITIES LENDING - there is the risk that when lending portfolio securities,
the securities may not be available to the Fund on a timely basis and it may
lose the opportunity to sell the securities at a desirable price. Engaging in
securities lending could have a leveraging effect which may intensify the
market risk, credit risk and other risks associated with investments in the
Fund.

A more detailed discussion of the risks associated with investing in the Fund
is available in the "More Information About Risks" section.

20  ING Foreign Fund


                                                               ING FOREIGN FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

HOW THE FUND HAS
PERFORMED

                The following information is intended to help you understand
                the risks of investing in the Fund. The value of your shares in
                the Fund will fluctuate depending on the Fund's investment
                performance. The bar chart and table below show the changes in
                the Fund's performance from year to year, and the table
                compares the Fund's performance to the performance of a broad
                measure of market performance for the same period. The Fund's
                past performance (before and after income taxes) is no
                guarantee of future results.

The bar chart below provides some indication of the risks of investing in the
Fund by showing changes in the performance of the Fund's Class Q shares from
year to year.

                       YEAR-BY-YEAR TOTAL RETURNS (%)(1)
                (FOR THE PERIODS ENDED DECEMBER 31 OF EACH YEAR)

[GRAPHIC APPEARS HERE]

1998   1999   2000   2001   2002   2003   2004       2005       2006       2007
                                          18.36      15.08      29.16      16.26

            Best and worst quarterly performance during this period:

                         Best: 4th quarter 2004: 16.67%
                       Worst: 2nd quarter 2004: (4.02)%

                        AVERAGE ANNUAL TOTAL RETURNS(1)
                   (FOR THE PERIODS ENDED DECEMBER 31, 2007)

The table below provides some indication of the risks of investing in the Fund
by comparing the Fund's Class I and Class Q shares' performance to that of a
broad measure of market performance - the Morgan Stanley Capital International
All Country World ex U.S. IndexSM ("MSCI All Country World ex U.S. IndexSM"). It
is not possible to invest directly in the index. The table also shows returns on
a before-tax and after-tax basis. After-tax returns are calculated using the
historical highest individual federal marginal income tax rates and do not
reflect the impact of state and local taxes.

Actual after-tax returns depend on an investor's tax situation and may differ
from those shown, and after-tax returns shown are not relevant to investors who
hold their Fund shares through tax-deferred arrangements, such as 401(k) plans
or individual retirement accounts.

In some cases the return after taxes may exceed the return before taxes due to
an assumed tax benefit from any losses on a sale of Fund shares at the end of
the measurement period.

After-tax returns are shown for Class Q only. After-tax returns for other
classes will vary.

                                                                                              5 YEARS
                                                                           1 YEAR       (OR LIFE OF CLASS)      10 YEARS
 CLASS Q RETURN BEFORE TAXES                                     %       16.26              21.54(1)               N/A
 Class Q Return After Taxes on Distributions                     %       15.16              20.92(1)               N/A
 Class Q Return After Taxes on Distributions and Sale of         %       11.98              18.92(1)               N/A
  Fund Shares
 MSCI All Country World ex U.S. IndexSM(reflects no deduction    %       16.65              24.17(3)               N/A
  for fees, expenses or taxes)(2)
 CLASS I RETURN BEFORE TAXES                                     %       16.56              21.50(1)               N/A
 MSCI All Country World ex U.S. IndexSM(reflects no deduction    %       16.65              23.62(4)               N/A
  for fees, expenses or taxes)(2)

(1)   Class I shares commenced operations on September 8, 2003. Class Q shares
      commenced operations on July 10, 2003. Because Class W shares had not
      commenced operations as of December 31, 2007, no performance is presented
      for Class W.

(2)   The MSCI All Country World ex U.S. IndexSM is a free float-adjusted market
      capitalization index that is designed to measure equity market performance
      in the global developed and emerging markets, excluding the U.S. It
      includes the reinvestment of dividends and distributions net of
      withholding taxes, but does not reflect fees, brokerage commissions or
      other expenses of investing.

(3)   The index return for Class Q shares is for the period beginning July 1,
      2003.

(4)   The index return for Class I shares is for the period beginning September
      1, 2003.

[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                                                          ING Foreign Fund    21


                                                                        ADVISER
                                                            ING Investments, LLC

                                                                     SUB-ADVISER
                      ING Investment Management Asia/Pacific (Hong Kong) Limited
ING GREATER CHINA FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

INVESTMENT OBJECTIVE

The Fund seeks long-term capital appreciation. The Fund's investment objective
is not fundamental and may be changed without a shareholder vote.

[GRAPHIC APPEARS HERE]

PRINCIPAL  INVESTMENT STRATEGIES

The Fund normally invests at least 80% of its net assets in equity and
equity-related securities of issuers that: (i) are located in the Greater China
region; (ii) derive at least 50% of their revenue from the Greater China region;
(iii) have at least 50% of their assets in the Greater China region; or (iv) are
principally traded in the Greater China region. The Fund will provide
shareholders with at least 60 days' prior notice of any change in this
investment policy.

The Greater China region consists of China, Hong Kong and Taiwan. The equity
securities and equity-related securities in which the Fund may invest include:
common and preferred stocks and convertible securities; warrants; and
convertible bonds.

The Sub-Adviser manages the Fund as a core equity product that is not
constrained by a particular investment style or market capitalization. The Fund
may invest in "growth" and "value" securities.

The Fund is non-diversified, which means it may invest a significant portion of
its assets in a single issuer.

Many of the securities in which the Fund may invest are denominated in foreign
currencies. To protect the Fund against potential depreciation of the region's
currencies versus the U.S. dollar, the Fund may engage in currency hedging.

The Fund may invest up to 10% of its assets in warrants, and up to 20% of its
assets in fixed-income securities. Any fixed-income securities in which the
Fund may invest shall have at least one investment grade rating by either
Standard and Poor's Rating Corporation or Moody's Investors Service, Inc. If
issues or issuers in the Fund get downgraded to below investment grade, (on
both Moody's and S&P scale) the investment will be sold as soon as reasonably
possible. The Fund may invest in American Depositary Receipts ("ADRs"),
International Depositary Receipts ("IDRs") and Global Depositary Receipts
("GDRs"). The Fund may invest in derivative securities. Derivatives are
securities whose value may be based on other securities, currencies, interest
rates, or indices. Derivatives include: futures and forward contracts; options
on futures contracts; foreign currencies; securities and stock indices;
structured notes and indexed securities; and swaps, caps, floors and collars.
Up to 15% of the Fund's net assets may be invested in illiquid securities,
other restricted securities that are illiquid, and Rule 144A securities.

The Fund may invest in initial public offerings.

The Fund may invest in other investment companies to the extent permitted under
the Investment Company Act of 1940, as amended, and the rules and regulations
thereunder.

The Sub-Adviser may sell securities for a variety of reasons, such as to secure
gains, limit losses, or redeploy assets into opportunities believed to be more
promising, among others.

The Fund may lend portfolio securities on a short-term or long-term basis, up
to 33 1/3% of its assets.

--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

RISKS
You could lose money on an investment in the Fund. The Fund may be affected by
the following risks, among others:

RULE 144A SECURITIES - Rule 144A securities are securities that are not
registered, but which are bought and sold solely by institutional investors.
The Fund considers Rule 144A securities to be "liquid," although the market for
such securities typically is less active than public securities markets and may
lead to a decreased ability to sell these securities.

CONVERTIBLE AND DEBT SECURITIES - the value of convertible and debt securities
may fall when interest rates rise. Convertible and debt securities with longer
maturities tend to be more sensitive to changes in interest rates, usually
making them more volatile than convertible and debt securities with shorter
maturities. The Fund could lose money if the issuer of a convertible and debt
security is unable to meet its financial obligations or goes bankrupt.

DERIVATIVES - derivatives are subject to the risk of changes in the market
price of the underlying securities, credit risk with respect to the
counterparty to the derivative instruments, and the risk of loss due to changes
in interest rates. The use of certain derivatives may also have a leveraging
effect which may increase the volatility of the Fund and may reduce its
returns.

GEOGRAPHIC CONCENTRATION IN THE GREATER CHINA REGION - Investments in the
Greater China region are subject to special risks, such as less developed or
less efficient trading markets, restrictions on monetary repatriation, possible
seizure, nationalization or expropriation of assets and unstable political and
economic conditions.

FOREIGN INVESTING - foreign investments may be riskier than U.S. investments
for many reasons, including: changes in currency exchange rates; unstable
political, social and economic conditions; a lack of adequate or accurate
company information; differences in the way securities markets operate; less
secure foreign banks or securities depositories than those in the U.S.; less
standardization of accounting standards and market regulations in certain
foreign countries; and varying foreign controls on investments. Foreign
investments may also be affected by administrative difficulties, such as delays
in clearing and settling transactions. Additionally, securities of foreign
companies may be denominated in foreign currency. Exchange rate fluctuations
may reduce or eliminate gains or create losses. Hedging strategies intended to
reduce this risk may not perform as expected. ADRs, EDRs and GDRs are subject
to risks of foreign investments, and they may not always track the price of the
underlying foreign security. These factors may make foreign investments more
volatile and potentially less liquid than U.S. investments. To the extent the
Fund invests in countries with emerging securities markets, the risks of
foreign investing may be greater, as these countries may be less politically
and economically stable than other countries. It may also be more difficult to
buy and sell securities in countries with emerging securities markets.

ILLIQUID SECURITIES - if a security is illiquid, the Fund might be unable to
sell the security at a time when the Sub-Adviser might wish to sell, and the
security could have the effect of decreasing the overall level of the Fund's
liquidity. Further, the lack of an established secondary market may make it
more difficult to value illiquid securities, which could vary from the amount
the Fund could realize upon disposition.

INITIAL PUBLIC OFFERINGS ("IPOS") -
IPOs and companies that have recently gone public have the potential to produce
substantial gains for the Fund. However, there is no assurance that the Fund
will have access to profitable IPOs. Furthermore, stocks of newly-public
companies may decline shortly after the initial public offering. When the
Fund's asset base is small, the impact of such investments on the Fund's return
will be magnified. As the Fund's assets grow, it is likely that the effect of
the Fund's investment in IPOs on the Fund's return will decline.

NON-DIVERSIFICATION - the Fund is classified as a "non-diversified" investment
company under the Investment Company Act of 1940, as amended. If the Fund
invests a relatively high percentage of its assets in obligations of a limited
number of issuers, the Fund will be more at risk to any single corporate,
economic, political or regulatory event that impacts one or more of those
issuers. Conversely, even though classified as non-diversified, the Fund may
actually maintain a portfolio that is diversified with a large number of
issuers. In such an event, the Fund would benefit less from appreciation in a
single corporate issuer than if it had greater exposure to that issuer.

OTHER INVESTMENT COMPANIES -
the main risk of investing in other investment companies is the risk that the
value of the underlying securities might decrease. Because the Fund may invest
in other investment companies, you will pay a proportionate share of the
expenses of that other investment company (including management fees,
administration fees and custodial fees) in addition to the expenses of the
Fund.

PRICE VOLATILITY - the value of the Fund changes as the prices of its
investments go up or down. Equity securities face market, issuer and other
risks, and their values may fluctuate, sometimes rapidly and unpredictably.
Market risk is the risk that securities may decline in value due to factors
affecting securities markets generally or particular industries. Issuer risk is
the risk that the value of a security may decline for reasons relating to the
issuer such as changes in the financial condition of the issuer. While equities
may offer the potential for greater long-term growth than most debt securities,
they generally have higher volatility.

The Fund invests in securities of larger companies which sometimes have more
stable prices than smaller companies. However, the Fund may also invest in
securities of small- and mid-sized companies which may be more susceptible to
price volatility than larger companies because they typically have fewer
financial resources, more limited product and market diversification, and may
be dependent on a few key managers.

SUB-CUSTODY - the Fund may invest in markets where custodial and/or settlement
systems are not fully developed. The assets of the Fund that are traded in such
markets and which have been entrusted to such sub-custodians may be exposed to
risk in circumstances where the sub-custodian will have no liability.

VALUE INVESTING - securities that appear to be undervalued may never appreciate
to the extent expected. Further, because the prices of value- oriented
securities tend to correlate more closely with economic cycles than
growth-oriented securities, they generally are more sensitive to changing
economic conditions, such as changes in interest rates, corporate earnings and
industrial production.


INABILITY TO SELL SECURITIES - convertible securities, securities of smaller and
mid-sized companies and securities of companies located in countries with
emerging securities markets usually trade in lower volume and may be less liquid
than other investments and securities of companies located in larger, more
established markets. The Fund could lose money if it cannot sell a security at
the time and price that would be most beneficial to the Fund.

SECURITIES LENDING - there is the risk that when lending portfolio securities,
the securities may not be available to the Fund on a timely basis and it may
lose the opportunity to sell the securities at a desirable price. Engaging in
securities lending could have a leveraging effect which may intensify the
market risk, credit risk and other risks associated with investments in the
Fund.

A more detailed discussion of the risks associated with investing in the Fund
is available in the "More Information About Risks" section.

22  ING Greater China Fund


                                                         ING GREATER CHINA FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

HOW THE FUND HAS
PERFORMED

                The following information is intended to help you understand
                the risks of investing in the Fund. The value of your shares in
                the Fund will fluctuate depending on the Fund's investment
                performance. The bar chart and table below show the changes in
                the Fund's performance from year to year, and the table
                compares the Fund's performance to the performance of a broad
                measure of market performance for the same period. The Fund's
                past performance (before and after income taxes) is no
                guarantee of future results.

In addition, performance of a composite of similarly managed accounts is
presented in the "Management of the Funds - Adviser and Sub-Advisers" section
of this Prospectus.


The bar chart below provides some indication of the risks of investing in the
Fund by showing changes in the performance of the Fund's Class A shares (2006)
and Class I shares (2007) from year to year. These figures do not reflect sales
charges and would be lower for Class A if they did.



                      YEAR-BY-YEAR TOTAL RETURNS (%)(1)
                (FOR THE PERIODS ENDED DECEMBER 31 OF EACH YEAR)


[GRAPHIC APPEARS HERE]


1998   1999   2000   2001   2002   2003   2004   2005   2006       2007
                                                        48.77      41.10


            Best and worst quarterly performance during this period:


                         Best: 3rd quarter 2007: 28.64%

                       Worst: 4th quarter 2007: (4.61)%



                       AVERAGE ANNUAL TOTAL RETURNS(1)
                   (FOR THE PERIODS ENDED DECEMBER 31, 2007)


The table below provides some indication of the risks of investing in the Fund
by comparing the Fund's Class A and Class I shares' performance to that of a
broad measure of market performance - the Morgan Stanley Capital International
("MSCI") All Countries Golden Dragon Index. It is not possible to invest
directly in the index. The table also shows returns on a before-tax and
after-tax basis. After-tax returns are calculated using the historical highest
individual federal marginal income tax rates and do not reflect the impact of
state and local taxes.

Actual after-tax returns depend on an investor's tax situation and may differ
from those shown, and after-tax returns shown are not relevant to investors who
hold their Fund shares through tax-deferred arrangements, such as 401(k) plans
or individual retirement accounts.

In some cases the return after taxes may exceed the return before taxes due to
an assumed tax benefit from any losses on a sale of Fund shares at the end of
the measurement period.

After-tax returns are shown for Class I only. After-tax returns for other
classes will vary.


                                                                                           5 YEARS
                                                                        1 YEAR       (OR LIFE OF CLASS)      10 YEARS
 CLASS I RETURN BEFORE TAXES                                  %       41.10              34.88(1)               N/A
 Class I Return After Taxes on Distributions                  %       36.45              32.14(1)               N/A
 Class I Return After Taxes on Distributions and Sale of      %       27.26              28.56(1)               N/A
  Fund Shares
 MSCI All Countries Golden Dragon Index(2)                    %       37.63              34.90(3)               N/A
 CLASS A RETURN BEFORE TAXES(4)                               %       32.69              39.90(1)               N/A
 MSCI All Countries Golden Dragon Index(2)                    %       37.63              38.67(5)               N/A





(1)   Class A shares commenced operations on December 21, 2005. Class I shares
      commenced operations on May 8, 2006.  Class A shares are not offered in
      this Prospectus. Class A shares would have substantially similar annual
      returns as the Class I shares because the classes are invested in the same
      portfolio of securities. Annual returns would differ only to the extent
      that Class I and Class A shares have different expenses.



(2)   MSCI All Countries Golden Dragon Index is a broad-based, unmanaged index
      of common stocks traded in China, Hong Kong and Taiwan. It includes the
      reinvestment of dividends and distributions net of withholding taxes, but
      does not reflect fees, brokerage commissions or other expenses of
      investing.

(3)   The index return for Class I shares is for the period beginning May 1,
      2006.

(4)   Reflects deduction of the maximum Class A sales charge of 5.75%.

(5)   The index return for Class A shares is for the period beginning January
      1, 2006.


[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                                                    ING Greater China Fund    23


                                                                        ADVISER
                                                            ING Investments, LLC

                                                                     SUB-ADVISER
                                         ING Investment Management Advisors B.V.
ING INDEX PLUS INTERNATIONAL EQUITY FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

INVESTMENT OBJECTIVE

The Fund seeks to outperform the total return performance of the Morgan Stanley
Capital International Europe, Australasia and Far East(Reg. TM) Index ("MSCI
EAFE(Reg. TM) Index"), while maintaining a market level of risk. The Fund's
investment objective is not fundamental and may be changed without a
shareholder vote.

[GRAPHIC APPEARS HERE]

PRINCIPAL  INVESTMENT STRATEGIES

The Fund normally invests at least 80% of its net assets in stocks included in
the MSCI EAFE(Reg. TM) Index, exchange-traded funds ("ETFs"), and derivatives
(including futures and options) whose economic returns are similar to the MSCI
EAFE(Reg. TM) Index or its components. The Fund will provide shareholders with
at least 60 days' prior notice of any change in this investment policy. The
MSCI EAFE(Reg. TM) Index is a market value-weighted index that reflects the
performance of approximately 1,100 securities listed on the stock exchanges of
Europe, Australasia and the Far East. ETFs are passively managed investment
companies traded on a securities exchange whose goal is to track or replicate a
desired index.


The Fund may also invest in securities that are convertible into common stocks
included in the MSCI EAFE(Reg. TM) Index.

In managing the Fund, the Sub-Adviser attempts to achieve the Fund's investment
objective by overweighting those stocks in the MSCI EAFE(Reg. TM) Index that
the Sub-Adviser believes will outperform the index, and underweighting (or
avoiding altogether) those stocks that the Sub-Adviser believes will
underperform the MSCI EAFE(Reg. TM) Index. In determining stock weightings, the
Sub-Adviser uses internally developed quantitative computer models to evaluate
various criteria, such as cash flows, earnings and price-to-book ratios of each
company, in an attempt to select companies with long-term sustainable growth
characteristics at acceptable valuation levels. The Fund's aggregate
characteristics will approximate that of the MSCI EAFE(Reg. TM) Index.

At any one time, the Sub-Adviser generally includes in the Fund between 300 and
400 of the stocks included in the MSCI EAFE(Reg. TM) Index. Although the Fund
will not hold all the stocks in the MSCI EAFE(Reg. TM) Index, the Sub-Adviser
expects that there will be a close correlation between the performance of the
Fund and that of the MSCI EAFE(Reg. TM) Index in both rising and falling
markets. The Fund will pay transactional and other expenses that are not
reflected in the MSCI EAFE(Reg. TM) Index. This will give the Fund a
performance disadvantage in relation to the MSCI EAFE(Reg. TM) Index.


The Fund may invest in other investment companies to the extent permitted under
the Investment Company Act of 1940, as amended, and the rules and regulations
thereunder.


The Sub-Adviser may sell securities for a variety of reasons, such as to secure
gains, limit losses, or redeploy assets into opportunities believed to be more
promising, among others.


The Fund may lend portfolio securities on a short-term or long-term basis, up
to 33 1/3% of its assets.


The Fund may engage in frequent and active trading of portfolio securities to
achieve its investment objective.

--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

RISKS
You could lose money on an investment in the Fund. The Fund may be affected by
the following risks, among others:


CONVERTIBLE SECURITIES - the value of convertible securities may fall when
interest rates rise. Convertible securities with longer maturities tend to be
more sensitive to changes in interest rates usually making them more volatile
than convertible securities with shorter maturities. The Fund could lose money
if the issuer of a convertible security is unable to meet its financial
obligations or goes bankrupt.

DERIVATIVES - derivatives are subject to the risk of changes in the market
price of the underlying securities, credit risk with respect to the
counterparty to the derivative instruments, and the risk of loss due to changes
in interest rates. The use of certain derivatives may also have a leveraging
effect which may increase the volatility of the Fund and may reduce its
returns.

FOREIGN INVESTING - foreign investments may be riskier than U.S. investments
for many reasons, including: changes in currency exchange rates; unstable
political, social and economic conditions; a lack of adequate or accurate
company information; differences in the way securities markets operate; less
secure foreign banks or securities depositories than those in the United
States; less standardization of accounting standards and market regulations in
certain foreign countries; and varying foreign controls on investment. Foreign
investments may also be affected by administrative difficulties, such as delays
in clearing and settling transactions. Additionally, securities of foreign
companies may be denominated in foreign currency. Exchange rate fluctuations
may reduce or eliminate gains or create losses. Hedging strategies intended to
reduce this risk may not perform as expected. These factors may make foreign
investments more volatile and potentially less liquid than U.S. investments.

OTHER INVESTMENT COMPANIES -
the main risk of investing in other investment companies is the risk that the
value of the underlying securities might decrease. Because the Fund may invest
in other investment companies, you will pay a proportionate share of the
expenses of that other investment company (including management fees,
administration fees and custodial fees) in addition to the expenses of the
Fund.

PRICE VOLATILITY - the value of the Fund changes as the prices of its
investments go up or down. Equity securities face market, issuer and other
risks, and their values may fluctuate, sometimes rapidly and unpredictably.
Market risk is the risk that securities may decline in value due to factors
affecting securities markets generally or particular industries. Issuer risk is
the risk that the value of a security may decline for reasons relating to the
issuer such as changes in the financial condition of the issuer. While equities
may offer the potential for greater long-term growth than most debt securities,
they generally have higher volatility.

The Fund invests in securities of larger companies, which sometimes have more
stable prices than smaller companies. However, the Fund may also invest in
small- and mid-sized companies, which may be more susceptible to price
volatility than larger companies because they typically have fewer financial
resources, more limited product and market diversification and may be dependent
on a few key managers. Securities of small- and mid-sized companies tend to be
more volatile and less liquid than stocks of larger companies.


INABILITY TO SELL SECURITIES - convertible securities, securities of small-sized
and mid-sized companies and some foreign companies usually trade in lower volume
and may be less liquid than other investments and securities of larger, more
established companies or U.S. companies. The Fund could lose money if it cannot
sell a security at the time and price that would be most beneficial to the Fund.


PORTFOLIO TURNOVER - a high portfolio turnover rate involves greater expenses
to the Fund including brokerage commissions and other transaction costs, which
may have an adverse impact on performance, and is likely to generate more
taxable short-term gains for shareholders.

SECURITIES LENDING - there is the risk that when lending portfolio securities,
the securities may not be available to the Fund on a timely basis and it may
lose the opportunity to sell the securities at a desirable price. Engaging in
securities lending could have a leveraging effect which may intensify the
market risk, credit risk and other risks associated with investments in the
Fund.


A more detailed discussion of the risks associated with investing in the Fund
is available in the "More Information About Risks" section.

24  ING Index Plus International Equity Fund


                                       ING INDEX PLUS INTERNATIONAL EQUITY FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

HOW THE FUND HAS
PERFORMED

                The following information is intended to help you understand
                the risks of investing in the Fund. The value of your shares in
                the Fund will fluctuate depending on the Fund's investment
                performance. The bar chart and table below show the changes in
                the Fund's performance from year to year, and the table
                compares the Fund's performance to the performance of a broad
                measure of market performance for the same period. The Fund's
                past performance (before and after income taxes) is no
                guarantee of future results.


The bar chart below provides some indication of the risks of investing in the
Fund by showing changes in the performance of the Fund's Class I shares from
year to year.


                       YEAR-BY-YEAR TOTAL RETURNS (%)(1)
                (FOR THE PERIODS ENDED DECEMBER 31 OF EACH YEAR)

[GRAPHIC APPEARS HERE]


1998   1999   2000   2001   2002   2003   2004   2005   2006       2007
                                                        24.81      8.41


            Best and worst quarterly performance during this period:


                         Best: 4th quarter 2006: 9.99%

                       Worst: 4th quarter 2007: (3.34)%


                        AVERAGE ANNUAL TOTAL RETURNS(1)
                   (FOR THE PERIODS ENDED DECEMBER 31, 2007)


The table below provides some indication of the risks of investing in the Fund
by comparing the Fund's Class I shares' performance to that of a broad measure
of market performance - the MSCI EAFE(Reg. TM) Index. It is not possible to
invest directly in the index. The table also shows returns on a before-tax and
after-tax basis. After-tax returns are calculated using the historical highest
individual federal marginal income tax rates and do not reflect the impact of
state and local taxes.


Actual after-tax returns depend on an investor's tax situation and may differ
from those shown, and after-tax returns shown are not relevant to investors who
hold their Fund shares through tax-deferred arrangements, such as 401(k) plans
or individual retirement accounts.

In some cases the return after taxes may exceed the return before taxes due to
an assumed tax benefit from any losses on a sale of Fund shares at the end of
the measurement period.


                                                                                          5 YEARS
                                                                       1 YEAR       (OR LIFE OF CLASS)      10 YEARS
 CLASS I RETURN BEFORE TAXES                                  %        8.41             15.74(1)               N/A
 Class I Return After Taxes on Distributions                  %        4.93             13.44(1)               N/A
 Class I Return After Taxes on Distributions and Sale of      %        6.64             12.55(1)               N/A
  Fund Shares
 MSCI EAFE(Reg. TM) Index(2)                                  %       11.17             18.51(3)               N/A


(1)   Class I shares commenced operations on December 21, 2005.

(2)   The MSCI EAFE(Reg. TM) Index is an unmanaged index that measures the
      performance of securities listed on exchanges in markets in Europe,
      Australasia and the Far East. It includes the reinvestment of dividends
      and distributions net of withholding taxes, but does not reflect fees,
      brokerage commissions or other expenses of investing.

(3)   The index return for Class I shares is for the period beginning January
      1, 2006.

[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                                  ING Index Plus International Equity Fund    25


                                                                        ADVISER
                                                            ING Investments, LLC

                                                                     SUB-ADVISER
                                               Hansberger Global Investors, Inc.
ING INTERNATIONAL CAPITAL APPRECIATION FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

INVESTMENT OBJECTIVE

The Fund seeks capital appreciation. The Fund's investment objective is not
fundamental and may be changed without a shareholder vote.

[GRAPHIC APPEARS HERE]

PRINCIPAL  INVESTMENT STRATEGIES
Under normal circumstances, the Fund will invest at least 65% of its total
assets in equity securities of companies located in a number of different
countries, other than the U.S. The Fund may invest in companies of any size.
The Fund primarily invests in established foreign securities markets, although
it may invest in emerging market countries or developing countries as well.
These securities generally include common and preferred stocks, as well as
securities convertible into common stock.

The Fund may invest in American Depositary Receipts ("ADRs"), European
Depositary Receipts ("EDRs") and Global Depositary Receipts ("GDRs"), as well
as certain fixed-income securities, which may include convertible bonds and
convertible preferred securities, which may be highly rated by independent
rating agencies or, if unrated, considered by the Sub-Adviser to be of
comparable quality.

Specifically, the Sub-Adviser searches for companies that are leaders in their
industries and that create sustainable earnings growth. The Sub-Adviser uses a
bottom-up stock selection analysis through fundamental research supplemented by
quantitative analysis. The Sub-Adviser seeks to manage risk by diversifying
among several geographic regions and individual countries.

The Sub-Adviser uses a three-step process for constructing the Fund's
portfolio:
.     Prior to implementing its fundamental research process, the Sub-Adviser
      begins with a quantitative screening of 10,000 companies eliminating
      those that lack superior growth characteristics or historical long-term
      fundamentals.
.     Next, the Sub-Adviser seeks companies possessing sustainable competitive
      advantages, industry leadership, high sector growth, superior
      profitability, and low balance sheet risk.
.     Finally, the Sub-Adviser focuses on the remaining 80-100 companies to
      determine if they exhibit both reasonable valuations and improving
      prospects. This is done through proprietary fundamental research and
      analysis, looking at a three-year forecast horizon.

Only those securities that are in a specific range for a number of valuation
and fundamental measures are held in the Fund.

The Fund invests a substantial amount of its assets in foreign investments
which are denominated in other currencies besides the U.S. dollar and can be
affected by fluctuations in exchange rates.


The Fund invests in other investment companies to the extent permitted under
the Investment Company Act of 1940, as amended, and the rules and regulations
thereunder.

The Fund may lend portfolio securities on a short-term or long-term basis, up
to 33 1/3% of its assets.


The Sub-Adviser may sell securities for a variety of reasons, such as to secure
gains, limit losses, or redeploy assets into opportunities believed to be more
promising, among others.

--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

RISKS
You could lose money on an investment in the Fund. The Fund may be affected by
the following risks, among others:


CONVERTIBLE AND DEBT SECURITIES - the value of convertible and debt securities
may fall when interest rates rise. Convertible and debt securities with longer
maturities tend to be more sensitive to changes in interest rates, usually
making them more volatile than convertible and debt securities with shorter
maturities. The Fund could lose money if the issuer of a convertible or debt
security is unable to meet its financial obligations or goes bankrupt.

FOREIGN INVESTING - foreign investments may be riskier than U.S. investments
for many reasons, including: changes in currency exchange rates; unstable
political, social and economic conditions; a lack of adequate or accurate
company information; differences in the way securities markets operate; less
secure foreign banks or securities depositories than those in the U.S.; less
standardization of accounting standards and market regulations in certain
foreign countries; and varying foreign controls on investments. Foreign
investments may also be affected by administrative difficulties, such as delays
in clearing and settling transactions. Additionally, securities of foreign
companies may be denominated in foreign currency. Exchange rate fluctuations
may reduce or eliminate gains or create losses. Hedging strategies intended to
reduce this risk may not perform as expected. ADRs, EDRs and GDRs are subject
to risks of foreign investments, and they may not always track the price of the
underlying foreign security. These factors may make foreign investments more
volatile and potentially less liquid than U.S. investments. To the extent the
Fund invests in countries with emerging securities markets, the risks of
foreign investing may be greater, as these countries may be less politically
and economically stable than other countries. It may also be more difficult to
buy and sell securities in countries with emerging securities markets.

OTHER INVESTMENT COMPANIES -
the main risk of investing in other investment companies is the risk that the
value of the underlying securities might decrease. Because the Fund may invest
in other investment companies, you will pay a proportionate share of the
expenses of that other investment company (including management fees,
administration fees and custodial fees) in addition to the expenses of the
Fund.

PRICE VOLATILITY - the value of the Fund changes as the prices of its
investments go up or down. Equity securities face market, issuer and other
risks, and their values may fluctuate, sometimes rapidly and unpredictably.
Market risk is the risk that securities may decline in value due to factors
affecting securities markets generally or particular industries. Issuer risk is
the risk that the value of a security may decline for reasons relating to the
issuer such as changes in the financial condition of the issuer. While equities
may offer the potential for greater long-term growth than most debt securities,
they generally have higher volatility.

The Fund invests in securities of larger companies, which sometimes have more
stable prices than smaller companies. However, the Fund may also invest in
small- and mid-sized companies, which may be more susceptible to price
volatility than larger companies because they typically have fewer financial
resources, more limited product and market diversification and may be dependent
on a few key managers. Securities of small- and mid-sized companies tend to be
more volatile and less liquid than stocks of larger companies.


INABILITY TO SELL SECURITIES - convertible securities, securities of smaller and
mid-sized companies and securities of companies located in countries with
emerging securities markets usually trade in lower volume and may be less liquid
than other investments and securities of companies located in larger, more
established markets. The Fund could lose money if it cannot sell a security at
the time and price that would be most beneficial to the Fund.

SECURITIES LENDING - there is the risk that when lending portfolio securities,
the securities may not be available to the Fund on a timely basis and it may
lose the opportunity to sell the securities at a desirable price. Engaging in
securities lending could have a leveraging effect which may intensify the
market risk, credit risk and other risks associated with investments in the
Fund.

A more detailed discussion of the risks associated with investing in the Fund
is available in the "More Information About Risks" section.

26  ING International Capital Appreciation Fund


                                    ING INTERNATIONAL CAPITAL APPRECIATION FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

HOW THE FUND HAS
PERFORMED

                The following information is intended to help you understand
                the risks of investing in the Fund. The value of your shares in
                the Fund will fluctuate depending on the Fund's investment
                performance. The bar chart and table below show the changes in
                the Fund's performance from year to year, and the table
                compares the Fund's performance to the performance of a broad
                measure of market performance for the same period. The Fund's
                past performance (before and after income taxes) is no
                guarantee of future results.


The bar chart below provides some indication of the risks of investing in the
                Fund by showing changes in the performance of the Fund's Class
                I shares from year to year.


                       YEAR-BY-YEAR TOTAL RETURNS (%)(1)
                (FOR THE PERIODS ENDED DECEMBER 31 OF EACH YEAR)

[GRAPHIC APPEARS HERE]


1998   1999   2000   2001   2002   2003   2004   2005   2006       2007
                                                        22.71      18.73


            Best and worst quarterly performance during this period:


                         Best: 4th quarter 2006: 10.96%
                       Worst: 2nd quarter 2006: (1.60)%


                        AVERAGE ANNUAL TOTAL RETURNS(1)
                   (FOR THE PERIODS ENDED DECEMBER 31, 2007)

The table below provides some indication of the risks of investing in the Fund
by comparing the Fund's Class I shares' performance to that of a broad measure
of market performance - the Morgan Stanley Capital International ("MSCI") All
Country World ex U.S. IndexSM. It is not possible to invest directly in the
index. The table also shows returns on a before-tax and after-tax basis.
After-tax returns are calculated using the historical highest individual
federal marginal income tax rates and do not reflect the impact of state and
local taxes.

Actual after-tax returns depend on an investor's tax situation and may differ
from those shown, and after-tax returns shown are not relevant to investors who
hold their Fund shares through tax-deferred arrangements, such as 401(k) plans
or individual retirement accounts.

In some cases the return after taxes may exceed the return before taxes due to
an assumed tax benefit from any losses on a sale of Fund shares at the end of
the measurement period.


                                                                                           5 YEARS
                                                                        1 YEAR       (OR LIFE OF CLASS)      10 YEARS
 CLASS I RETURN BEFORE TAXES                                  %       18.73              19.92(1)               N/A
 Class I Return After Taxes on Distributions                  %       17.19              18.67(1)               N/A
 Class I Return After Taxes on Distributions and Sale of      %       12.65              16.53(1)               N/A
  Fund Shares
 MSCI All Country World ex U.S. IndexSM(2)                    %       16.65              21.55(3)               N/A


(1)   Class I shares commenced operations on December 21, 2005.

(2)   MSCI All Country World ex U.S. IndexSM is a free float-adjusted market
      capitalization index that is designed to measure equity market
      performance in the global developed and emerging markets, excluding the
      U.S. It includes the reinvestment of dividends and distributions net of
      withholding taxes, but does not reflect fees, brokerage commissions or
      other expenses of investing.

(3)   The index return for Class I shares is for the period beginning January
      1, 2006.

[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                               ING International Capital Appreciation Fund    27


                                                                        ADVISER
                                                            ING Investments, LLC

                                                                     SUB-ADVISER
                                         ING Investment Management Advisors B.V.
ING INTERNATIONAL EQUITY DIVIDEND FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

INVESTMENT OBJECTIVE

The Fund seeks growth of capital with dividend income as a secondary
consideration. The Fund's investment objective is not fundamental and may be
changed without a shareholder vote.

[GRAPHIC APPEARS HERE]

PRINCIPAL  INVESTMENT STRATEGIES

Under normal market conditions, the Fund will invest at least 80% of its net
assets (plus borrowings for investment purposes, if any) in a portfolio of
equity securities of dividend paying companies. The Fund will provide
shareholders with at least 60 day's prior notice of any change in this
investment policy. At least 65% of the assets of the Fund will normally be
invested in equity securities of issuers located in a number of different
countries, other than the U.S. ("foreign securities"), and at least 75% of its
assets will normally be invested in common and preferred stocks, warrants and
convertible securities. The Fund may invest in companies of any size. The Fund
may invest in companies located in countries with emerging securities markets
when the Sub-Adviser believes they present attractive investment opportunities.
Foreign securities means securities issued by companies: (i) that are organized
under the laws of, or with principal offices in, a country other than the U.S.;
(ii) whose principal securities trading markets are outside the U.S.; (iii)
that have 50% or more of their assets outside the U.S.; or (iv) that derive 50%
or more of their total revenue from either goods or services produced or sales
made in markets outside the U.S.


The Sub-Adviser seeks to construct a portfolio of securities with a dividend
yield that exceeds the average dividend yield of the companies included in the
Morgan Stanley Capital International World ex-U.S. IndexSM.

The Sub-Adviser uses a quantitative screening process to assist in the
selection of companies according to the following criteria:
.     An above average dividend yield and the stability and growth of the
      dividend yield.
.     Market capitalization that is usually above $1 billion (although the Fund
      may also invest in companies with market capitalization ranges of any
      size).
.     Growth of the dividend over several years.
.     Annual earnings growth over several years.
.     The analysis of fundamental factors is used to limit the risk of
      investing in or holding unprofitable companies. These fundamental factors
      include: earnings, capital structure, dividend coverage, and credit
      ratings.

The Sub-Adviser may from time-to-time select securites that do not meet all of
these criteria. In addition, the Sub-Adviser combines fundamental analysis of
each company with an allocation among industry sectors that is based on
quantitative screening.


The Fund invests in other investment companies to the extent permitted under
the Investment Company Act of 1940, as amended, and the rules and regulations
thereunder.


The Sub-Adviser may sell securities for a variety of reasons, such as to secure
gains, limit losses, or redeploy assets into opportunities believed to be more
promising, among others.


The Fund may also lend portfolio securities on a short-term or long-term basis,
up to 33 1/3% of its assets.

The Fund may engage in frequent and active trading of portfolio securities to
achieve its investment objective.


--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

RISKS
You could lose money on an investment in the Fund. The Fund may be affected by
the following risks, among others:


CONVERTIBLE SECURITIES - the value of convertible securities may fall when
interest rates rise. Convertible securities with longer maturities tend to be
more sensitive to changes in interest rates usually making them more volatile
than convertible securities with shorter maturities. The Fund could also lose
money if the issuer of a convertible security is unable to meet its financial
obligations or goes bankrupt.

FOREIGN INVESTING - foreign investments may be riskier than U.S. investments
for many reasons, including: changes in currency exchange rates; unstable
political, social and economic conditions; a lack of adequate or accurate
company information; differences in the way securities markets operate; less
secure foreign banks or securities depositories than those in the U.S.; less
standardization of accounting standards and market regulations in certain
foreign countries and varying foreign controls on investments. Foreign
investments may also be affected by administrative difficulties, such as delays
in clearing and settling transactions. Additionally, securities of foreign
companies may be denominated in foreign currencies. Exchange rate fluctuations
may reduce or eliminate gains or create losses. These factors may make foreign
investments more volatile and potentially less liquid than U.S. investments. To
the extent the Fund invests in countries with emerging securities markets, the
risks of foreign investing may be greater, as these countries may be less
politically and economically stable than other countries. It may also be more
difficult to buy and sell securities in countries with emerging securities
markets.

The Sub-Adviser does not hedge against currency movements in the various
markets in which the Fund will invest so the value of the Fund is subject to
the risk of adverse changes in currency exchange rates.


MARKET TRENDS - from time to time, the stock market may not favor the dividend
paying securities in which the Fund invests. Rather, the market could favor
value-oriented securities, or may not favor equities at all.


OTHER INVESTMENT COMPANIES -
the main risk of investing in other investment companies is the risk that the
value of the underlying securities might decrease. Because the Fund may invest
in other investment companies, you will pay a proportionate share of the
expenses of that other investment company (including management fees,
administration fees and custodial fees) in addition to the expenses of the
Fund.

PRICE VOLATILITY - the value of the Fund changes as the prices of its
investments go up or down. Equity securities face market, issuer and other
risks, and their values may fluctuate, sometimes rapidly and unpredictably.
Market risk is the risk that securities may decline in value due to factors
affecting securities markets generally or particular industries. Issuer risk is
the risk that the value of a security may decline for reasons relating to the
issuer such as changes in the financial condition of the issuer. While equities
may offer the potential for greater long-term growth than most debt securities,
they generally have higher volatility.

The Fund invests in securities of larger companies, which sometimes have more
stable prices than smaller companies. However, the Fund may also invest in
small- and mid-sized companies, which may be more susceptible to price
volatility than larger companies because they typically have fewer financial
resources, more limited product and market diversification and may be dependent
on a few key managers. Securities of small- and mid-sized companies tend to be
more volatile and less liquid than stocks of larger companies.


INABILITY TO SELL SECURITIES - convertible securities, securities of small-sized
and mid-sized companies and some foreign companies usually trade in lower volume
and may be less liquid than other investments and securities of larger, more
established companies or U.S. companies. The Fund could lose money if it cannot
sell a security at the time and price that would be most beneficial to the Fund.

SECURITIES LENDING - there is the risk that when lending portfolio securities,
the securities may not be available to the Fund on a timely basis and it may
lose the opportunity to sell the securities at a desirable price. Engaging in
securities lending could have a leveraging effect which may intensify the
market risk, credit risk and other risks associated with investments in the
Fund.


PORTFOLIO TURNOVER - a high portfolio turnover rate involves greater expenses
to the Fund including brokerage commissions and other transaction costs, which
may have an adverse impact on performance, and is likely to generate more
taxable short-term gains for shareholders.


A more detailed discussion of the risks associated with investing in the Fund
is available in the "More Information About Risks" section.

28  ING International Equity Dividend Fund


                                         ING INTERNATIONAL EQUITY DIVIDEND FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

HOW THE FUND HAS
PERFORMED

                Since ING International Equity Dividend Fund did not have a
                full year of performance as of December 31, 2007, there is no
                performance information included in this Prospectus. Please
                visit the Fund's website at www.ingfunds.com to obtain
                performance information once it is available.

[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                                      ING International Equity Dividend Fund  29


                                                                        ADVISER
                                                            ING Investments, LLC

                                                                     SUB-ADVISER
                                                   ING Investment Management Co.
ING INTERNATIONAL GROWTH OPPORTUNITIES FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

INVESTMENT OBJECTIVE

The Fund's investment objective is to seek long-term growth of capital through
investment in equity securities and equity equivalents of companies outside of
the U.S.

[GRAPHIC APPEARS HERE]

PRINCIPAL  INVESTMENT STRATEGIES
Under normal conditions, the Fund invests at least 65% of its net assets in
equity securities of issuers located in a number of different countries outside
of the U.S. The Fund invests primarily in companies with a large market
capitalization, but may also invest in mid- and small-sized companies. The Fund
generally invests in common and preferred stocks, warrants and convertible
securities. The Fund may invest in companies located in countries with emerging
securities markets when the Sub-Adviser believes they present attractive
investment opportunities. The Fund may invest in government debt securities of
developed foreign countries. The Fund also may invest up to 35% of its assets
in securities of U.S. issuers, including investment-grade government and
corporate debt securities.

The Sub-Adviser primarily uses a bottom-up fundamental analysis to identify
stocks which it believes offer attractive growth prospects relative to their
peers in the same industry, sector or region. The valuation characteristics of
stocks expected to exhibit growth are also assessed to determine whether the
expected growth allows for capital appreciation. Customized sector, country and
universe screens are employed to help rank stocks in terms of their relative
attractiveness based on a blend of growth and valuation factors. The relative
riskiness of individual securities is also assessed prior to a decision to
purchase a security.

The Fund may invest in derivative instruments, including, but not limited to,
futures, options and foreign currency contracts.

The Fund may also invest in other investment companies, including
exchange-traded funds ("ETFs"), to the extent permitted under the Investment
Company Act of 1940, as amended, and the rules and regulations thereunder.

The Sub-Adviser may sell securities for a variety of reasons, such as to secure
gains, limit losses, or redeploy assets into opportunities believed to be more
promising, among others.


The Fund also may lend portfolio securities on a short-term or long-term basis,
up to 33 1/3% of its assets.


The Fund may engage in frequent and active trading of portfolio securities to
achieve its investment objective.

--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

RISKS
You could lose money on an investment in the Fund. The Fund may be affected by
the following risks, among others:


CONVERTIBLE AND DEBT SECURITIES - the value of convertible and debt securities
may fall when interest rates rise. Convertible and debt securities with longer
maturities tend to be more sensitive to changes in interest rates, usually
making them more volatile than convertible and debt securities with shorter
maturities. The Fund could lose money if the issuer of a convertible and debt
security is unable to meet its financial obligations or goes bankrupt.

DERIVATIVES - derivatives are subject to the risk of changes in the market
price of the underlying securities, credit risk with respect to the
counterparty to the derivative instruments, and the risk of loss due to changes
in interest rates. The use of certain derivatives may also have a leveraging
effect which may increase the volatility of the Fund and may reduce its
returns.

FOREIGN INVESTING - Foreign investments may be riskier than U.S. investments
for many reasons, including: changes in currency exchange rates; unstable
political, social and economic conditions; a lack of adequate or accurate
country or corporate information; differences in the way securities markets
operate; less secure foreign banks or securities depositories than those in the
U.S.; less standardization of accounting standards and market regulations in
certain foreign countries; and varying foreign controls on investments. Foreign
investments may also be affected by administrative difficulties, such as delays
in clearing and settling transactions. Additionally, securities of foreign
companies may be denominated in foreign currencies. Exchange rate fluctuations
may reduce or eliminate gains or create losses. Hedging strategies intended to
reduce this risk may not perform as expected. In emerging market countries, the
risks of foreign investing may be greater, as these countries may be less
politically and economically stable than other countries. It also may be more
difficult to buy and sell securities in emerging market countries. To the
extent the Fund invests in countries with emerging securities markets, the
risks of foreign investing may be greater, as these countries may be less
politically and economically stable than other countries. It also may be more
difficult to buy and sell securities with emerging securities markets.

MARKET TRENDS - from time to time, the stock market may not favor securities in
which the Fund invests, or may not favor equities at all.

OTHER INVESTMENT COMPANIES -
the main risk of investing in other investment companies is the risk that the
value of the underlying securities might decrease. Because the Fund may invest
in other investment companies, you will pay a proportionate share of the
expenses of that other investment company (including management fees,
administration fees and custodial fees) in addition to the expenses of the
Fund.

PRICE VOLATILITY - the value of the Fund changes as the prices of its
investments go up or down. Equity securities face market, issuer and other
risks, and their values may fluctuate, sometimes rapidly and unpredictably.
Market risk is the risk that securities may decline in value due to factors
affecting securities markets generally or particular industries. Issuer risk is
the risk that the value of a security may decline for reasons relating to the
issuer such as changes in the financial condition of the issuer. While equities
may offer the potential for greater long-term growth than most debt securities,
they generally have higher volatility. The Fund invests primarily in equity
securities of larger companies, which sometimes have more stable prices than
smaller companies. However, the Fund may also invest in smaller companies,
which may be more susceptible to price volatility than larger companies because
they typically have fewer financial resources, more limited product and market
diversification and may be dependent on a few key managers.


INABILITY TO SELL SECURITIES - convertible securities, securities of small-sized
and mid-sized companies and some foreign companies usually trade in lower volume
and may be less liquid than other investments and securities of larger, more
established companies or U.S. companies. The Fund could lose money if it cannot
sell a security at the time and price that would be most beneficial to the Fund.


PORTFOLIO TURNOVER - a high portfolio turnover rate involves greater expenses to
the Fund including brokerage commissions and other transaction costs, which may
have an adverse impact on performance, and is likely to generate more taxable
short-term gains for shareholders.

SECURITIES LENDING - there is the risk that when lending portfolio securities,
the securities may not be available to the Fund on a timely basis and it may
lose the opportunity to sell the securities at a desirable price. Engaging in
securities lending could have a leveraging effect which may intensify the
market risk, credit risk and other risks associated with investments in the
Fund.


A more detailed discussion of the risks associated with investing in the Fund
is available in the "More Information About Risks" section.

30  ING International Growth Opportunities Fund


                                    ING INTERNATIONAL GROWTH OPPORTUNITIES FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

HOW THE FUND HAS
PERFORMED

                The following information is intended to help you understand
                the risks of investing in the Fund. The value of your shares in
                the Fund will fluctuate depending on the Fund's investment
                performance. The bar chart and table below show the changes in
                the Fund's performance from year to year, and the table
                compares the Fund's performance to the performance of a broad
                measure of market performance for the same period. The Fund's
                past performance (before and after income taxes) is no
                guarantee of future results.


The bar chart below provides some indication of the risks of investing in the
Fund by showing changes in the performance of the Fund's Class A shares
(1998-2001) and Class Q shares (2002 -2007) from year to year. These figures do
not reflect sales charges and would be lower for Class A if they did.


                    YEAR-BY-YEAR TOTAL RETURNS (%)(1)(2)
                (FOR THE PERIODS ENDED DECEMBER 31 OF EACH YEAR)

[GRAPHIC APPEARS HERE]


1998       1999        2000        2001        2002      2003       2004       2005       2006        2007
19.02      47.85      (8.30)     (20.27)     (15.06)     29.26      16.95      10.79      19.98      18.65


            Best and worst quarterly performance during this period:


                         Best: 2nd quarter 2003: 15.05%
                       Worst: 3rd quarter 2002: (19.09)%



                     AVERAGE ANNUAL TOTAL RETURNS(1)(2)
                   (FOR THE PERIODS ENDED DECEMBER 31, 2007)


The table below provides some indication of the risks of investing in the Fund
by comparing the Fund's Class A, Class I and Class Q shares' performance to
that of a broad measure of market performance - the Morgan Stanley Capital
International - Europe, Australasia and Far East GrowthSM Index ("MSCI EAFE
GrowthSM Index"). It is not possible to invest directly in the index. The table
also shows returns on a before-tax and after-tax basis. After-tax returns are
calculated using the historical highest individual federal marginal income tax
rates and do not reflect the impact of state and local taxes.

Actual after-tax returns depend on an investor's tax situation and may differ
from those shown, and after-tax returns shown are not relevant to investors who
hold their Fund shares through tax-deferred arrangements, such as 401(k) plans
or individual retirement accounts.

In some cases the return after taxes may exceed the return before taxes due to
an assumed tax benefit from any losses on a sale of Fund shares at the end of
the measurement period.


After-tax returns are shown for Class Q only. After-tax returns for other
classes will vary.



                                                                                                               10 YEARS
                                                                          1 YEAR          5 YEARS         (OR LIFE OF CLASS)
 CLASS Q RETURN BEFORE TAXES                                    %        18.65           18.97               8.24(1)
 Class Q Return After Taxes on Distributions                    %        14.34           17.76               7.40(1)
 Class Q Return After Taxes on Distributions and Sale of        %        14.38           16.51               6.99(1)
  Fund Shares
 MSCI EAFE GrowthSM Index (reflects no deduction for fees,      %        16.45           19.85               8.52(4)
  expenses or taxes)(3)
 CLASS I RETURN BEFORE TAXES                                    %        18.87           19.23              13.16(1)
 MSCI EAFE GrowthSM Index (reflects no deduction for fees,               16.45           19.85              12.95(5)
  expenses or taxes)(3)
 CLASS A RETURN BEFORE TAXES(6)                                 %        11.60           17.44               9.38
 MSCI EAFE GrowthSM Index (reflects no deduction for fees,      %        16.45           19.85               6.46
  expenses or taxes)(3)



(1)   Class I shares commenced operations on January 15, 2002. Class Q shares
      commenced operations on February 26, 2001. Class A shares are not
      offered in this Prospectus. Class A shares would have substantially
      similar annual returns as the Class Q shares because the classes are
      invested in the same portfolio of securities. Annual returns would differ
      only to the extent Class Q shares and Class A shares have different
      expenses.






(2)   Prior to July 26, 2000, Lexington Management Corporation served as the
      Adviser to the Fund and the Fund's shares were sold on a no-load basis.
      Effective July 31, 2000, the Fund's outstanding shares were classified as
      "Class A" shares. Effective April 28, 2006 as a result of a change in the
      portfolio management team, the Fund changed its name and strategy to
      focus on growth-style investing instead of value-style/growth-style
      investing.


(3)   The MSCI EAFE(Reg. TM) Growth Index is an unmanaged index that measures
      the performance in 20 countries within Europe, Australasia and the Far
      East with a greater-than-average growth orientation. It includes the
      reinvestment of dividends and distributions net of withholding taxes, but
      does not reflect fees, brokerage commissions or other expenses of
      investing.

(4)   The index returns for Class Q shares are for the period beginning March
      1, 2001.


(5)   The index returns for Class I shares are for the period beginning January
      1, 2002.


(6)   Reflects deduction of the maximum Class A sales charge of 5.75%.


[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                               ING International Growth Opportunities Fund    31


                                                                        ADVISER
                                                            ING Investments, LLC

                                                                     SUB-ADVISER
                                        ING Clarion Real Estate Securities, L.P.
ING INTERNATIONAL REAL ESTATE FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

INVESTMENT OBJECTIVE

The Fund seeks to provide investors with high total return. The Fund's
investment objective is not fundamental and may be changed without a
shareholder vote.

[GRAPHIC APPEARS HERE]

PRINCIPAL  INVESTMENT STRATEGIES

Under normal market conditions, the Fund will invest at least 80% of its net
assets in a portfolio of equity securities of companies that are principally
engaged in the real estate industry. The Fund will provide shareholders with at
least 60 days' prior notice of any change in this investment policy. At least
65% of the Fund's assets will normally be invested in companies located in a
number of different countries, other than the U.S. These companies may have
investments that provide exposure to the U.S. real estate industry. In
selecting investments for the Fund, the Sub-Adviser will select companies that
derive at least 50% of their total revenues or earnings from owning, operating,
developing and/or managing real estate. As a general matter, the Fund expects
these investments to be in common stocks of large-, mid- and small-sized
companies, including real estate investment trusts ("REITs"). The Fund may
invest in companies located in countries with emerging securities markets.


The Sub-Adviser uses a multi-step investment process for constructing the
Fund's investment portfolio that combines top-down region and sector allocation
with bottom-up individual stock selection.
.     First, the Sub-Adviser selects sectors and geographic regions in which to
      invest, and determines the degree of representation of such sectors and
      regions, through a systematic evaluation of public and private property
      market trends and conditions.
.     Second, the Sub-Adviser uses an in-house valuation process to identify
      investments with superior current income and growth potential relative to
      their peers. This in-house valuation process examines several factors
      including:

(i)        value and property;

(ii)       capital structure; and

(iii)      management and strategy.

The Fund is non-diversified, which means it may invest a significant portion of
its assets in a single issuer.


The Fund may invest in other investment companies to the extent permitted under
the Investment Company Act of 1940, as amended, and the rules and regulations
thereunder.

The Sub-Adviser may sell securities for a variety of reasons, such as to secure
gains, limit losses, or redeploy assets into opportunities believed to be more
promising, among others.

The Fund also may lend portfolio securities on a short-term or long-term basis,
up to 33 1/3% of its assets.


--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

RISKS
You could lose money on an investment in the Fund. The Fund may be affected by
the following risks, among others:


CONCENTRATION - because the Fund's investments are concentrated in one or more
real estate industries, the value of the Fund may be subject to greater
volatility than a fund with a portfolio that is less concentrated. If real
estate securities as a group fall out of favor, the Fund could underperform
funds that focus on other types of companies.

FOREIGN INVESTING - foreign investments may be riskier than U.S. investments
for many reasons, including: changes in currency exchange rates; unstable
political, social and economic conditions; a lack of adequate or accurate
company information; differences in the way securities markets operate; less
secure foreign banks or securities depositories than those in the U.S.; less
standardization of accounting standards and market regulations in certain
foreign countries and varying foreign controls on investments. Foreign
investments may also be affected by administrative difficulties, such as delays
in clearing and settling transactions. Additionally, securities of foreign
companies may be denominated in foreign currencies. Exchange rate fluctuations
may reduce or eliminate gains or create losses. Hedging strategies intended to
reduce this risk may not perform as expected. These factors may make foreign
investments more volatile and potentially less liquid than U.S. investments. To
the extent the Fund invests in countries with emerging securities markets,
there may be other risks involved, such as those of immature economies,
political instability and less developed and more thinly traded securities
markets. Significant levels of foreign taxes, including withholding taxes also
may apply to some foreign investments.


MARKET TRENDS - from time to time, the stock market may not favor the
securities in which the Fund invests. Rather, the market could favor securities
in industries to which the Fund is not exposed, or may not favor equities at
all.


NON-DIVERSIFICATION - the Fund is classified as a "non-diversified" investment
company under the Investment Company Act of 1940, as amended. If the Fund
invests a relatively high percentage of its assets in obligations of a limited
number of issuers, the Fund will be more at risk to any single corporate,
economic, political or regulatory event that impacts one or more of those
issuers. Conversely, even though classified as non-diversified, the Fund may
actually maintain a portfolio that is diversified with a large number of
issuers. In such an event, the Fund would benefit less from appreciation in a
single corporate issuer than if it had greater exposure to that issuer.

OTHER INVESTMENT COMPANIES -
the main risk of investing in other investment companies is the risk that the
value of the underlying securities might decrease. Because the Fund may invest
in other investment companies, you will pay a proportionate share of the
expenses of that other investment company (including management fees,
administration fees and custodial fees) in addition to the expenses of the
Fund.

PRICE VOLATILITY - the value of the Fund changes as the prices of its
investments go up or down. Equity securities face market, issuer and other
risks, and their values may fluctuate, sometimes rapidly and unpredictably.
Market risk is the risk that securities may decline in value due to factors
affecting securities markets generally or particular industries. Issuer risk is
the risk that the value of a security may decline for reasons relating to the
issuer such as changes in the financial condition of the issuer. While equities
may offer the potential for greater long-term growth than most debt securities,
they generally have higher volatility.

The Fund invests primarily in securities of larger companies, which sometimes
have more stable prices than smaller companies. However, the Fund may also
invest in small- and mid-sized companies, which may be more susceptible to
price volatility than larger companies because they typically have fewer
financial resources, more limited product and market diversification and may be
dependent on a few key managers.

REAL ESTATE - investments in issuers that are principally engaged in real
estate, including REITs, may subject the Fund to risks similar to those
associated with the direct ownership of real estate, including terrorist
attacks, war or other acts that destroy real property (in addition to
securities market risks). These companies are sensitive to factors such as
changes in real estate values and property taxes, interest rates, cash flow of
underlying real estate assets, supply and demand, and the management skill and
creditworthiness of the issuer. REITs may also be affected by tax and
regulatory requirements.

INABILITY TO SELL SECURITIES - securities of small- and mid-sized companies and
some foreign companies usually trade in lower volume and may be less liquid than
other investments and securities of larger, more established companies or U.S.
companies. The Fund could lose money if it cannot sell a security at a time and
price that would be most beneficial to the Fund.

SECURITIES LENDING - there is the risk that when lending portfolio securities,
the securities may not be available to the Fund on a timely basis and it may
lose the opportunity to sell the securities at a desirable price. Engaging in
securities lending could have a leveraging effect which may intensify the
market risk, credit risk and other risks associated with investments in the
Fund.


A more detailed discussion of the risks associated with investing in the Fund
is available in the "More Information About Risks" section.

32  ING International Real Estate Fund


                                             ING INTERNATIONAL REAL ESTATE FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

HOW THE FUND HAS
PERFORMED

                The following information is intended to help you understand
                the risks of investing in the Fund. The value of your shares in
                the Fund will fluctuate depending on the Fund's investment
                performance. The bar chart and table below show the Fund's
                performance for the first full calendar year of operations, and
                the table compares the Fund's performance to the performance of
                a broad measure of market performance for the same period. The
                Fund's past performance (before and after income taxes) is no
                guarantee of future results.


The bar chart below provides some indication of the risks of investing in the
Fund by showing the performance of the Fund's Class I shares for the first full
calendar year of operations.


                       YEAR-BY-YEAR TOTAL RETURNS (%)(1)

                       (FOR THE PERIOD ENDED DECEMBER 31)


[GRAPHIC APPEARS HERE]


1998   1999   2000   2001   2002   2003   2004   2005   2006   2007

                                                               0.90


            Best and worst quarterly performance during this period:


                         Best: 1st quarter 2007: 7.45%
                        Worst: 4th quarter 2007: (8.86)%


                        AVERAGE ANNUAL TOTAL RETURNS(1)
                   (FOR THE PERIODS ENDED DECEMBER 31, 2007)

The table below provides some indication of the risks of investing in the Fund
by comparing the Fund's Class I shares' performance to that of a broad measure
of market performance - the Standard and Poor's Citigroup World Property Index
Ex. U.S. ("S&P/Citigroup World Property Index Ex. U.S."). It is not possible to
invest directly in the index. The table also shows returns on a before-tax and
after-tax basis. After-tax returns are calculated using the historical highest
individual federal marginal income tax rates and do not reflect the impact of
state and local taxes.

Actual after-tax returns depend on an investor's tax situation and may differ
from those shown, and after-tax returns shown are not relevant to investors who
hold their Fund shares through tax-deferred arrangements, such as 401(k) plans
or individual retirement accounts.

In some cases the return after taxes may exceed the return before taxes due to
an assumed tax benefit from any losses on a sale of Fund shares at the end of
the measurement period.


                                                                                          5 YEARS
                                                                       1 YEAR       (OR LIFE OF CLASS)      10 YEARS
 CLASS I RETURN BEFORE TAXES                                  %         0.90            16.40(1)               N/A
 Class I Return After Taxes on Distributions                  %        (0.33)           15.10(1)               N/A
 Class I Return After Taxes on Distributions and Sale of      %         0.84            13.40(1)               N/A
  Fund Shares
 S&P/Citigroup World Property Index Ex. U.S.(2)               %        (1.55)           15.94(3)               N/A



(1)   Class I shares commenced operations on February 28, 2006. Because Class W
      shares had not commenced operations as of December 31, 2007, no
      performance is presented for Class W.


(2)   The S&P/Citigroup World Property Index Ex. U.S. is an unmanaged
      market-weighted total return index which consists of many companies from
      developed markets, excluding the U.S., whose floats are larger than $100
      million and derive more than half of their revenue from property-related
      activities.

(3)   The index return for Class I shares is for the period beginning March 1,
      2006.

[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                                        ING International Real Estate Fund    33


                                                                        ADVISER
                                                            ING Investments, LLC

                                                                    SUB-ADVISERS
                                                    Acadian Asset Management LLC
                                         Batterymarch Financial Management, Inc.
                               Schroder Investment Management North America Inc.
ING INTERNATIONAL SMALLCAP MULTI-MANAGER FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

INVESTMENT OBJECTIVE

The Fund seeks maximum long-term capital appreciation.

[GRAPHIC APPEARS HERE]

PRINCIPAL  INVESTMENT STRATEGIES

Under normal conditions, the Fund invests at least 80% of its net assets in
securities of small market capitalization companies. The Fund will provide
shareholders with at least 60 days' prior notice of any change in this
investment policy. At least 65% of the Fund's assets will normally be invested
in companies located outside the U.S., including emerging markets. The Fund may
invest up to 35% of its total assets in U.S. issuers.

The Fund considers small-capitalization companies to be those that have a
market capitalization, at the time of purchase, of up to $5 billion. The Fund
may hold both growth and value stocks and at times may favor one over the other
based on available opportunities.


The Fund invests primarily in common stock or securities convertible into
common stock of international issuers, but may invest from time to time in such
instruments as forward currency contracts; futures contracts; other investment
companies, including Exchange Traded Funds ("ETFs"); rights; and American
Depositary Receipts ("ADRs") and Global Depositary Receipts ("GDRs"). The Fund
may invest in companies located in countries with emerging securities markets
when the Sub-Adviser believes they present attractive investment opportunities.

Acadian Asset Management LLC ("Acadian"), Batterymarch Financial Management,
Inc. ("Batterymarch") and Schroder Investment Management North America Inc.
("Schroders") provide the day-to-day management of the Fund. The three
sub-advisers act independently of each other and use their own methodology for
selecting investments.

ACADIAN

Acadian employs a quantitative investment process which is driven by
proprietary valuation models that combine a bottom-up view of the
attractiveness of individual securities within each market with a top-down view
of the attractiveness of each region/industry group, thereby capturing
value-added at both the stock and the country levels.

BATTERYMARCH

Batterymarch employs a bottom-up quantitative strategy to rank stocks using
fundamental factors such as cash flow, earnings growth, expectations,
measurements of value and technical factors. Region and sector weights are
determined using the Sub-Adviser's proprietary models.

SCHRODERS

Schroders employs a fundamental investment approach that considers
macroeconomic factors while focusing primarily on company specific factors. The
company specific factors include the company's potential for long-term growth,
financial condition, quality of management, and sensitivity to cyclical
factors, as well as the relative value of the company's securities compared
with those of other companies and the market as a whole. In selecting
investments for the Fund, Schroders considers, among other things, whether a
company is likely to have above-average earnings growth, whether its securities
are attractively value, and whether the company has any proprietary advantages.
Schroders generally sells a security when its market price approaches its
estimate of fair value or when it identifies a significantly more attractive
investment candidate.


The Fund may invest in other investment companies as permitted under the
Investment Company Act of 1940, as amended, and the rules and regulations
thereunder.


Each Sub-Adviser may sell securities for a variety of reasons, such as to
secure gains, limit losses, or redeploy assets into opportunities believed to
be more promising, among others.


The Fund may also lend portfolio securities on a short-term or long-term basis,
up to 30% of its assets.


--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

RISKS
You could lose money on an investment in the Fund. The Fund may be affected by
the following risks, among others:


CONVERTIBLE SECURITIES - the value of convertible securities may fall when
interest rates rise. Convertible securities with longer maturities tend to be
more sensitive to changes in interest rates usually making them more volatile
than convertible securities with shorter maturities. The Fund could lose money
if the issuer of a convertible security is unable to meet its financial
obligations or goes bankrupt.

DERIVATIVES - derivatives are subject to the risk of changes in the market
price of the underlying securities, credit risk with respect to the
counterparty to the derivative instruments, and the risk of loss due to changes
in interest rates. The use of certain derivatives may also have a leveraging
effect which may increase the volatility of the Fund and may reduce its
returns.


FOREIGN INVESTING - foreign investments may be riskier than U.S. investments
for many reasons, including changes in currency exchange rates, unstable
political, social and economic conditions, a lack of adequate or accurate
company information, differences in the way securities markets operate, less
secure foreign banks or securities depositories than those in the U.S.; less
standardization of accounting standards and market regulations in certain
foreign countries; and varying foreign controls on investment. Foreign
investments may also be affected by administrative difficulties, such as delays
in clearing and settling transactions. Additionally, securities of foreign
companies may be denominated in foreign currency. Exchange rate fluctuations
may reduce or eliminate gains or create losses. Hedging strategies intended to
reduce this risk may not perform as expected. ADRs, EDRs and GDRs are subject
to risks of foreign investments, and they may not always track the price of the
underlying foreign security. These factors may make foreign investments more
volatile and potentially less liquid than U.S. investments. To the extent the
Fund invests in emerging market countries, the risks of foreign investing may
be greater, as these countries may be less politically and economically stable
than other countries. It may also be more difficult to buy and sell securities
in emerging market countries.

GROWTH INVESTING - growth-oriented stocks typically sell at relatively high
valuations as compared to other types of stocks. If a growth stock does not
exhibit the consistent level of growth expected, its price may drop sharply.
Historically, growth-oriented stocks have been more volatile than
value-oriented stocks.


MARKET TRENDS - from time to time, the stock market may not favor the
securities in which the Fund invests. Rather, the market could favor large
company securities, or may not favor equities at all.

OTHER INVESTMENT COMPANIES -
the main risk of investing in other investment companies is the risk that the
value of the underlying securities might decrease. Because the Fund invests in
other investment companies, you will pay a proportionate share of the expenses
of that other investment company (including management fees, administration
fees and custodial fees) in addition to the expenses of the Fund.

PRICE VOLATILITY - the value of the Fund changes as the prices of its
investments go up or down. Equity securities face market, issuer and other
risks, and their values may fluctuate, sometimes rapidly and unpredictably.
Market risk is the risk that securities may decline in value due to factors
affecting securities markets generally or particular industries. Issuer risk is
the risk that the value of a security may decline for reasons relating to the
issuer such as changes in the financial condition of the issuer. While equities
may offer the potential for greater long-term growth than most debt securities,
they generally have higher volatility.


SMALL-SIZED COMPANIES -
stocks of smaller companies carry higher risks than stocks of larger companies.

.     Smaller companies may lack the management experience, financial
      resources, product diversification and competitive strengths of larger
      companies.
.     In many instances, the frequency and volume of trading in small
      capitalization stocks are substantially less than stocks of larger
      companies. As a result, the stocks of smaller companies may be subject to
      wider price fluctuations and/or may be less liquid.
.     When selling a large quantity of a particular stock, the Fund may have to
      sell at a discount from quoted prices or may have to make a series of
      small sales over an extended period of time due to the more limited
      trading volume of smaller company stocks.
.     Stocks of smaller companies can be particularly sensitive to unexpected
      changes in interest rates, borrowing costs and earnings.


VALUE INVESTING - securities that appear to be undervalued may never appreciate
to the extent expected. Further, because the prices of value- oriented
securities tend to correlate more closely with economic cycles than
growth-oriented securities, they generally are more sensitive to changing
economic conditions, such as changes in interest rates, corporate earnings and
industrial production.


INABILITY TO SELL SECURITIES - securities of small- and mid-sized companies and
some foreign companies usually trade in lower volume and may be less liquid than
securities of larger, more established companies or U.S. companies. The Fund
could lose money if it cannot sell a security at the time and price that would
be most beneficial to the Fund.

SECURITIES LENDING - there is the risk that when lending portfolio securities,
the securities may not be available to the Fund on a timely basis and it may
lose the opportunity to sell the securities at a desirable price. Engaging in
securities lending could have a leveraging effect which may intensify the
market risk, credit risk and other risks associated with investments in the
Fund.

A more detailed discussion of the risks associated with investing in the Fund
is available in the "More Information About Risks" section.

34  ING International SmallCap Multi-Manager Fund


                                  ING INTERNATIONAL SMALLCAP MULTI-MANAGER FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

HOW THE FUND HAS
PERFORMED

                The following information is intended to help you understand
                the risks of investing in the Fund. The value of your shares in
                the Fund will fluctuate depending on the Fund's investment
                performance. The bar chart and table below show the changes in
                the Fund's performance from year to year, and the table
                compares the Fund's performance to the performance of two broad
                measures of market performance for the same period. The Fund's
                past performance (before and after income taxes) is no
                guarantee of future results.

In addition, performance of a composite of similarly managed accounts is
presented in the "Management of the Funds - Adviser and Sub-Advisers" section
of this Prospectus.


The bar chart below provides some indication of the risks of investing in the
Fund by showing changes in the performance of the Fund's Class Q shares from
year to year.

                      YEAR-BY-YEAR TOTAL RETURNS (%)(1)(2)

                (FOR THE PERIODS ENDED DECEMBER 31 OF EACH YEAR)

[GRAPHIC APPEARS HERE]


1998        1999         2000        2001        2002      2003       2004       2005       2006       2007
35.96      121.97      (16.38)     (27.29)     (16.90)     45.24      21.97      25.49      26.35      10.32


            Best and worst quarterly performance during this period:


                         Best: 4th quarter 1999: 53.35%
                       Worst: 3rd quarter 2002: (19.17)%


                       AVERAGE ANNUAL TOTAL RETURNS(1)(2)
                   (FOR THE PERIODS ENDED DECEMBER 31, 2007)


The table below provides some indication of the risks of investing in the Fund
by comparing the Fund's Class I and Q shares' performance to those of two broad
measures of market performance - The Standard and Poor's Citigroup Extended
Market Index World Ex. U.S. ("S&P/Citigroup EMI World Ex. U.S.") and the
Standard and Poor's Citigroup Extended Market Index Europe Pacific Asia
Composite ("S&P/Citigroup EMI EPAC"). It is not possible to invest directly in
the indices. The table also shows returns on a before-tax and after-tax basis.
After-tax returns are calculated using the historical highest individual
federal marginal income tax rates and do not reflect the impact of state and
local taxes.


Actual after-tax returns depend on an investor's tax situation and may differ
from those shown, and after-tax returns shown are not relevant to investors who
hold their Fund shares through tax-deferred arrangements, such as 401(k) plans
or individual retirement accounts.

In some cases the return after taxes may exceed the return before taxes due to
an assumed tax benefit from any losses on a sale of Fund shares at the end of
the measurement period.

After-tax returns are shown for Class Q only. After-tax returns for other
classes will vary.


                                                                                            5 YEARS
                                                                         1 YEAR       (OR LIFE OF CLASS)        10 YEARS
 CLASS Q RETURN BEFORE TAXES                                   %       10.32               25.37               16.79
 Class Q Return After Taxes on Distributions                   %        6.82               24.54               15.90
 Class Q Return After Taxes on Distributions and Sale of       %        8.46               22.42               14.82
  Fund Shares
 S&P/Citigroup EMI World Ex. U.S. (reflects no deductions      %        7.32               27.41               12.54
  for fees, expenses or taxes)(3)
 S&P/Citigroup EMI EPAC (reflects no deduction for fees,       %        6.10               27.17               12.34
  expenses or taxes(4)
 CLASS I RETURN BEFORE TAXES                                   %       10.61               18.64(2)              N/A
 S&P/Citigroup EMI World Ex. U.S. (reflects no deduction       %        7.32               17.85(5)              N/A
  for fees, expenses or taxes)(3)
 S&P/Citigroup EMI EPAC (reflects no deduction for fees,       %        6.10               17.60(5)              N/A
  expenses or taxes(4)


(1)   Effective March 1, 2005, Acadian Asset Management LLC began serving as
      Sub-Adviser to the Fund and the Fund changed its principal investment
      strategies to focus on value-style investing rather than growth-style
      investing and the Fund changed its name from ING International SmallCap
      Growth Fund to ING International SmallCap Fund. Effective November 1,
      2006, Batterymarch Financial Management, Inc. began serving as a second
      Sub-Adviser to the Fund and the Fund's investment strategy was changed to
      reflect Batterymarch's style of investing. Effective December 17, 2007,
      Schroder Investment Management North America Inc. began serving as a
      third Sub-Adviser to the Fund, the Fund changed its investment style to
      reflect Schroders' style of investing and the Fund changed its name from
      ING International SmallCap Fund to ING International SmallCap
      Multi-Manager Fund. Prior to March 1, 2005, the Fund was managed by a
      different sub-adviser. Prior to May 24, 1999, Nicholas-Applegate Capital
      Management was the Adviser to the Fund. ING Investments, LLC has been the
      Fund's investment adviser since May 24, 1999.


(2)   Class I shares commenced operations on December 21, 2005. Because Class W
      shares had not commenced operations as of December 31, 2007, no
      performance is presented for Class W.


(3)   The S&P/Citigroup EMI World Ex. U.S. is an unmanaged index which consists
      of the smaller capitalization stocks of the Citigroup Broad Market Index.


(4)   The S&P Citigroup EMI EPAC is an unmanaged index which consists of the
      smaller capitalization stocks of the Citigroup Broad Market Index, and
      tracks companies in developed countries in the European and Pacific
      regions.



(5)   The index returns for Class I shares are for the period beginning January
      1, 2006.


[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                             ING International SmallCap Multi-Manager Fund    35


                                                                        ADVISER
                                                            ING Investments, LLC

                                                                     SUB-ADVISER
                                               Brandes Investment Partners, L.P.
ING INTERNATIONAL VALUE FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

INVESTMENT OBJECTIVE

The Fund seeks long-term capital appreciation.

[GRAPHIC APPEARS HERE]

PRINCIPAL  INVESTMENT STRATEGIES
The Fund invests primarily in foreign companies with market capitalizations
greater than $1 billion, but it may hold up to 25% of its assets in companies
with smaller market capitalizations.

The Sub-Adviser applies the technique of "value investing" by seeking stocks
that its research indicates are priced below their long-term value. The process
uses a sophisticated computer database that constantly screens international
companies across the globe. The Sub-Adviser focuses on valuation measures such
as price-to-earnings or price-to-book ratios as well as liquidity and market
capitalization. The Sub-Adviser also applies the principles of its investment
philosophy to determine an estimate of each company's value, then thoroughly
reviews each company to find and purchase shares of businesses that the
Sub-Adviser believes are selling at a significant discount to their true worth.

The Fund holds common stocks, preferred stocks, American Depositary Receipts
("ADRs"), European Depositary Receipts ("EDRs") and Global Depositary Receipts
("GDRs"), as well as convertible securities.


Under normal circumstances, the Fund will invest at least 65% of its assets in
securities of companies located in a number of different countries other than
the U.S., which may include countries with emerging securities markets. The
Fund will typically invest, at the time of purchase, up to the greater of:

.     20% of its assets in any one country or industry, or,
.     150% of the weighting of the country or industry in the Morgan Stanley
      Capital International -
      Europe, Australasia and Far East(Reg. TM) Index ("MSCI EAFE(Reg. TM)
      Index") as long as the Fund meets any industry concentration or
      diversification requirements under the Investment Company Act of 1940, as
      amended.


The Fund may invest in other investment companies to the extent permitted under
the Investment Company Act of 1940, as amended, and the rules and regulations
thereunder.


The Sub-Adviser may sell securities for a variety of reasons, such as to secure
gains or redeploy assets into opportunities believed to be more promising,
among others.


The Fund also may lend portfolio securities on a short-term or long-term basis,
up to 33 1/3% of its assets.


THE FUND IS CLOSED TO NEW INVESTORS EXCEPT FOR THOSE SITUATIONS SET FORTH IN
THE "SHAREHOLDER GUIDE" SECTION OF THIS PROSPECTUS.

--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

RISKS
You could lose money on an investment in the Fund. The Fund may be affected by
the following risks, among others:


CONVERTIBLE SECURITIES - the value of convertible securities may fall when
interest rates rise. Convertible securities with longer maturities tend to be
more sensitive to changes in interest rates usually making them more volatile
than convertible securities with shorter maturities. The Fund could lose money
if the issuer of a convertible security is unable to meet its financial
obligations or goes bankrupt.

FOREIGN INVESTING - foreign investments may be riskier than U.S. investments
for many reasons, including: changes in currency exchange rates; unstable
political, social and economic conditions; a lack of adequate or accurate
company information; differences in the way securities markets operate; less
secure foreign banks or securities depositories than those in the U.S.; less
standardization of accounting standards and market regulations in certain
foreign countries; and varying foreign controls on investments. Foreign
investments may also be affected by administrative difficulties, such as delays
in clearing and settling transactions. Additionally, securities of foreign
companies may be denominated in foreign currencies. Exchange rate fluctuations
may reduce or eliminate gains or create losses. Hedging strategies intended to
reduce this risk may not perform as expected. ADRs, EDRs and GDRs are subject
to risks of foreign investments, and they may not always track the price of the
underlying foreign security. These factors may make foreign investments more
volatile and potentially less liquid than U.S. investments. To the extent the
Fund invests in countries with emerging securities markets, the risks of
foreign investing may be greater, as these countries may be less politically
and economically stable than other countries. It may also be more difficult to
buy and sell securities in countries with emerging securities markets.


MARKET TRENDS - from time to time, the stock market may not favor the
value-oriented securities in which the Fund invests. Rather, the market could
favor growth-oriented securities, or may not favor equities at all.


OTHER INVESTMENT COMPANIES -
the main risk of investing in other investment companies is the risk that the
value of the underlying securities might decrease. Because the Fund may invest
in other investment companies, you will pay a proportionate share of the
expenses of that other investment company (including management fees,
administration fees and custodial fees) in addition to the expenses of the
Fund.

PRICE VOLATILITY - the value of the Fund changes as the prices of its
investments go up or down. Equity securities face market, issuer and other
risks, and their values may fluctuate, sometimes rapidly and unpredictably.
Market risk is the risk that securities may decline in value due to factors
affecting securities markets generally or particular industries. Issuer risk is
the risk that the value of a security may decline for reasons relating to the
issuer such as changes in the financial condition of the issuer. While equities
may offer the potential for greater long-term growth than most debt securities,
they generally have higher volatility.

The Fund may invest in securities of small- and mid-sized companies, which may
be more susceptible to price volatility than larger companies because they
typically have fewer financial resources, more limited product and market
diversification and may be dependent on a few key managers.

VALUE INVESTING - securities that appear to be undervalued may never appreciate
to the extent expected. Further, because the prices of value- oriented
securities tend to correlate more closely with economic cycles than
growth-oriented securities, they generally are more sensitive to changing
economic conditions, such as changes in interest rates, corporate earnings and
industrial production.


INABILITY TO SELL SECURITIES - convertible securities, securities of small-sized
and mid-sized companies and some foreign companies usually trade in lower volume
and may be less liquid than other investments and securities of larger, more
established companies or U.S. companies. The Fund could lose money if it cannot
sell a security at the time and price that would be most beneficial to the Fund.

SECURITIES LENDING - there is the risk that when lending portfolio securities,
the securities may not be available to the Fund on a timely basis and it may
lose the opportunity to sell the securities at a desirable price. Engaging in
securities lending could have a leveraging effect which may intensify the
market risk, credit risk and other risks associated with investments in the
Fund.

A more detailed discussion of the risks associated with investing in the Fund
is available in the "More Information About Risks" section.

36  ING International Value Fund


                                                   ING INTERNATIONAL VALUE FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

HOW THE FUND HAS
PERFORMED

                The following information is intended to help you understand
                the risks of investing in the Fund. The value of your shares in
                the Fund will fluctuate depending on the Fund's investment
                performance. The bar chart and table below show the changes in
                the Fund's performance from year to year, and the table
                compares the Fund's performance to the performance of a broad
                measure of market performance for the same period. The Fund's
                past performance (before and after income taxes) is no
                guarantee of future results.


The bar chart below provides some indication of the risks of investing in the
Fund by showing changes in the performance of the Fund's Class Q shares
(2001-2007) and Class A shares (1998-2000) from year to year. These figures do
not reflect sales charges and would be lower for Class A if they did.



                      YEAR-BY-YEAR TOTAL RETURNS (%)(1)
                (FOR THE PERIODS ENDED DECEMBER 31 OF EACH YEAR)


[GRAPHIC APPEARS HERE]


1998       1999       2000        2001        2002      2003       2004       2005       2006       2007
13.46      51.49      1.89      (13.52)     (17.57)     48.16      24.07      10.27      28.40      8.30


            Best and worst quarterly performance during this period:


                         Best: 2nd quarter 2003: 24.62%

                       Worst: 3rd quarter 2002: (22.16)%



                       AVERAGE ANNUAL TOTAL RETURNS(1)
                   (FOR THE PERIODS ENDED DECEMBER 31, 2007)


The table below provides some indication of the risks of investing in the Fund
by comparing the Fund's Class A, Class I and Class Q shares' performance to
that of a broad measure of market performance - the MSCI EAFE(Reg. TM) Index.
The table also shows returns on a before-tax and after-tax basis. It is not
possible to invest directly in the index. After-tax returns are calculated
using the historical highest individual federal marginal income tax rates and
do not reflect the impact of state and local taxes.

Actual after-tax returns depend on an investor's tax situation and may differ
from those shown, and after-tax returns shown are not relevant to investors who
hold their Fund shares through tax-deferred arrangements, such as 401(k) plans
or individual retirement accounts.

In some cases the return after taxes may exceed the return before taxes due to
an assumed tax benefit from any losses on a sale of Fund shares at the end of
the measurement period.


After-tax returns are shown for Class Q only. After-tax returns for other
classes will vary.



                                                                                                              10 YEARS
                                                                          1 YEAR         5 YEARS         (OR LIFE OF CLASS)
 CLASS Q RETURN BEFORE TAXES                                    %         8.30          23.01              10.41(1)
 Class Q Return After Taxes on Distributions                    %         5.56          21.60               8.94(1)
 Class Q Return After Taxes on Distributions and Sale of        %         8.89          20.46               8.71(1)
  Fund Shares
 MSCI EAFE(Reg. TM) Index (reflects no deduction for fees,      %        11.17          21.59               6.19(3)
  expenses or taxes)(2)
 CLASS I RETURN BEFORE TAXES                                    %         8.26          23.24              13.09(1)
 MSCI EAFE(Reg. TM) Index (reflects no deduction for fees,      %        11.17          21.59              11.72(4)
  expenses or taxes)(2)
 CLASS A RETURN BEFORE TAXES(5)                                 %         1.66          21.32              12.58
 MSCI EAFE(Reg. TM) Index (reflects no deduction for fees,      %        11.17          21.59               8.66
  expenses or taxes)(2)







(1)   Class I shares commenced operations on June 18, 2001. Class Q shares
      commenced operations on January 24, 2000.  Class A shares are not
      offered in this Prospectus. Class A shares would have substantially
      similar annual returns as the Class Q shares because the classes are
      invested in the same portfolio of securities. Annual returns would differ
      only to the extent Class A shares and Class Q shares have different
      expenses.



(2)   The MSCI EAFE(Reg. TM) Index is an unmanaged index that measures the
      performance of securities listed on exchanges in Europe, Australasia and
      the Far East. It includes the reinvestment of dividends and distributions
      net of withholding taxes, but does not reflect fees, brokerage
      commissions or other expenses of investing.



(3)   The index return for Class Q shares is for the period beginning February
      1, 2000.



(4)   The index return for Class I shares is for the period beginning July 1,
      2001.



(5)   Reflects deduction of the maximum Class A sales charge of 5.75%.


[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                                              ING International Value Fund    37


                                                                        ADVISER
                                                            ING Investments, LLC

                                                                     SUB-ADVISER
                                                Tradewinds Global Investors, LLC
ING INTERNATIONAL VALUE CHOICE FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

INVESTMENT OBJECTIVE

The Fund seeks long-term capital appreciation. The Fund's investment objective
is not fundamental and may be changed without a shareholder vote.

[GRAPHIC APPEARS HERE]

PRINCIPAL  INVESTMENT STRATEGIES

Under normal conditions, the Fund invests at least 65% of its net assets in
equity securities of issuers located in a number of different countries outside
of the U.S. The Fund generally invests at least 80% of its total assets in
common and preferred equities, American Depositary Receipts ("ADRs"), European
Depositary Receipts ("EDRs"), Global Depositary Receipts ("GDRs"), derivatives
and convertible securities. The Fund may invest up to 10% of its assets in Rule
144A Securities. The Fund may invest up to 20% of its assets in companies
located in countries with emerging securities markets when the Sub-Adviser
believes they present an attractive investment opportunity.


The Fund uses a combination of bottom-up fundamental research coupled with
proprietary quantitative analysis to identify stocks which it believes offer
good value relative to their peers in the same industry, sector or region. The
quantitative analysis focuses on traditional value metrics, while the
fundamental analysis seeks to identify competitive advantages, misperceived
fundamentals, financial strength, opportunistic catalysts and franchise
quality. Upon determining the degree of visibility and conviction in the
catalyst that is expected to drive investment results, the Sub-Adviser
diversifies across economic sectors and countries.

The Sub-Adviser also focuses on opportunities created by investor overreaction,
misperception and short-term focus. The Sub-Adviser may invest in companies
with any market capitalization.


The Fund may invest in other investment companies to the extent permitted under
the Investment Company Act of 1940, as amended, and the rules and regulations
thereunder.


The Sub-Adviser may sell securities for a variety of reasons, such as to secure
gains, limit losses, or redeploy assets into opportunities believed to be more
promising, among others.


The Fund also may lend portfolio securities on a short-term or long-term basis,
up to 33 1/3% of its assets.


--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

RISKS
You could lose money on an investment in the Fund. The Fund may be affected by
the following risks, among others:


CONVERTIBLE SECURITIES - the value of convertible securities may fall when
interest rates rise. Convertible securities with longer maturities tend to be
more sensitive to changes in interest rates usually making them more volatile
than convertible securities with shorter maturities. The Fund could lose money
if the issuer of a convertible security is unable to meet its financial
obligations or goes bankrupt.

DERIVATIVES - derivatives are subject to the risk of changes in the market
price of the underlying securities, credit risk with respect to the
counterparty to the derivative instruments, and the risk of loss due to changes
in interest rates. The use of certain derivatives may also have a leveraging
effect which may increase the volatility of the Fund and may reduce its
returns.

FOREIGN INVESTING - foreign investments may be riskier than U.S. investments
for many reasons, including: changes in currency exchange rates; unstable
political, social and economic conditions; a lack of adequate or accurate
company information; differences in the way securities markets operate; less
secure foreign banks or securities depositories than those in the U.S.; less
standardization of accounting standards and market regulations in certain
foreign countries; and varying foreign controls on investments. Foreign
investments may also be affected by administrative difficulties, such as delays
in clearing and settling transactions. Additionally, securities of foreign
companies may be denominated in foreign currencies. Exchange rate fluctuations
may reduce or eliminate gains or create losses. Hedging strategies intended to
reduce this risk may not perform as expected. ADRs, EDRs and GDRs are subject
to risks of foreign investments, and they may not always track the price of the
underlying foreign security. These factors may make foreign investments more
volatile and potentially less liquid than U.S. investments. To the extent the
Fund invests in countries with emerging securities markets, the risks of
foreign investing may be greater, as these countries may be less politically
and economically stable than other countries. It may also be more difficult to
buy and sell securities in countries with emerging securities markets.

MARKET TRENDS - from time to time, the stock market may not favor the
value-oriented securities in which the Fund invests. Rather, the market could
favor growth-oriented securities, or may not favor equities at all.

OTHER INVESTMENT COMPANIES -
the main risk of investing in other investment companies is the risk that the
value of the underlying securities might decrease. Because the Fund may invest
in other investment companies, you will pay a proportionate share of the
expenses of that other investment company (including management fees,
administration fees and custodial fees) in addition to the expenses of the
Fund.

PRICE VOLATILITY - the value of the Fund changes as the prices of its
investments go up or down. Equity securities face market, issuer and other
risks, and their values may fluctuate, sometimes rapidly and unpredictably.
Market risk is the risk that securities may decline in value due to factors
affecting securities markets generally or particular industries. Issuer risk is
the risk that the value of a security may decline for reasons relating to the
issuer such as changes in the financial condition of the issuer. While equities
may offer the potential for greater long-term growth than most debt securities,
they generally have higher volatility.

The Fund invests in securities of larger companies which sometimes have more
stable prices than smaller companies. However, the Fund may also invest in
securities of small- and mid-sized companies which may be more susceptible to
greater price volatility than larger companies because they typically have
fewer financial resources, more limited product and market diversification, and
may be dependent on a few key managers.


RULE 144A SECURITIES - Rule 144A securities are securities that are not
registered, but which are bought and sold solely by institutional investors.
The Fund considers Rule 144A securities to be "liquid," although the market for
such securities typically is less active than public securities markets and may
lead to a decreased ability to sell these securities.


VALUE INVESTING - securities that appear to be undervalued may never appreciate
to the extent expected. Further, because the prices of value- oriented
securities tend to correlate more closely with economic cycles than
growth-oriented securities, they generally are more sensitive to changing
economic conditions, such as changes in interest rates, corporate earnings and
industrial production.


INABILITY TO SELL SECURITIES - some foreign companies usually trade in lower
volume and may be less liquid than other investments, securities of larger, more
established companies or U.S. companies. The Fund could lose money if it cannot
sell a security at the time and price that would be most beneficial to the Fund.

SECURITIES LENDING - there is the risk that when lending portfolio securities,
the securities may not be available to the Fund on a timely basis and it may
lose the opportunity to sell the securities at a desirable price. Engaging in
securities lending could have a leveraging effect which may intensify the
market risk, credit risk and other risks associated with investments in the
Fund.

A more detailed discussion of the risks associated with investing in the Fund
is available in the "More Information About Risks" section.

38  ING International Value Choice Fund


                                            ING INTERNATIONAL VALUE CHOICE FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

HOW THE FUND HAS
PERFORMED

                The following information is intended to help you understand
                the risks of investing in the Fund. The value of your shares in
                the Fund will fluctuate depending on the Fund's investment
                performance. The bar chart and table below show the changes in
                the Fund's performance from year to year, and the table
                compares the Fund's performance to the performance of a broad
                measure of market performance for the same period. The Fund's
                past performance (before and after income taxes) is no
                guarantee of future results.


The bar chart below provides some indication of the risks of investing in the
Fund by showing changes in the performance of the Fund's Class I shares from
year to year.


                       YEAR-BY-YEAR TOTAL RETURNS (%)(1)
                (FOR THE PERIODS ENDED DECEMBER 31 OF EACH YEAR)

[GRAPHIC APPEARS HERE]


1998   1999   2000   2001   2002   2003   2004   2005   2006       2007
                                                        18.77      9.77


            Best and worst quarterly performance during this period:


                         Best: 4th quarter 2006: 9.85%

                        Worst:4th quarter 2007: (2.04)%


                        AVERAGE ANNUAL TOTAL RETURNS(1)
                   (FOR THE PERIODS ENDED DECEMBER 31, 2007)

The table below provides some indication of the risks of investing in the Fund
by comparing the Fund's Class I shares performance to that of a broad measure
of market performance - the Morgan Stanley Capital International - Europe,
Australasia, Far East Index ("MSCI EAFE(Reg. TM) Index"). It is not possible to
invest directly in the index. The table also shows returns on a before-tax and
after-tax basis. After-tax returns are calculated using the historical highest
individual federal marginal income tax rates and do not reflect the impact of
state and local taxes.

Actual after-tax returns depend on an investor's tax situation and may differ
from those shown, and after-tax returns shown are not relevant to investors who
hold their Fund shares through tax-deferred arrangements, such as 401(k) plans
or individual retirement accounts.

In some cases the return after taxes may exceed the return before taxes due to
an assumed tax benefit from any losses on a sale of Fund shares at the end of
the measurement period.


                                                                                          5 YEARS
                                                                       1 YEAR       (OR LIFE OF CLASS)      10 YEARS
 CLASS I RETURN BEFORE TAXES                                  %        9.77             14.23(1)               N/A
 Class I Return After Taxes on Distributions                  %        6.55             12.38(1)               N/A
 Class I Return After Taxes on Distributions and Sale of      %        8.99             11.81(1)               N/A
  Fund Shares
 MSCI EAFE(Reg. TM) Index(2)                                  %       11.17             18.51(3)               N/A


(1)   Class I shares commenced operations on December 21, 2005.

(2)   MSCI EAFE(Reg. TM) Index is an unmanaged index that measures the
      performance of securities listed on exchange in Europe, Australasia and
      the Far East. It includes the reinvestment of dividends and distributions
      net of withholding taxes, but does not reflect fees, brokerage
      commissions or other expenses of investing.

(3)   The index return for Class I shares is for the period beginning January
      1, 2006.

[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                                       ING International Value Choice Fund    39


                                                                        ADVISER
                                                            ING Investments, LLC

                                                                     SUB-ADVISER
                                        ING Investment Management Advisors, B.V.
ING INTERNATIONAL VALUE OPPORTUNITIES FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

INVESTMENT OBJECTIVE

The Fund seeks long-term capital appreciation. The Fund's investment objective
is not fundamental and may be changed without a shareholder vote.

[GRAPHIC APPEARS HERE]

PRINCIPAL  INVESTMENT STRATEGIES

The Fund invests primarily in foreign companies which belong to the developed
Morgan Stanley Capital International ("MSCI") country indices from Europe,
Australasia and the Far East. Under normal conditions, the Fund invests at
least 65% of its total assets in equity securities of companies located in a
number of different countries outside of the U.S., which may include countries
with emerging securities markets when the Sub-Adviser believes they present an
attractive investment opportunity. The Fund generally invests in common stock,
preferred stock, convertible securities, American Depositary Receipts ("ADRs"),
European Depositary Receipts ("EDRs") and Global Depositary Receipts ("GDRs").


In selecting securities for the Fund, the Sub-Adviser uses a combination of
proprietary quantitative analysis combined with fundamental research to
identify securities which the Sub-Adviser believes offer good value relative to
their peers in the same industry, sector or region. The quantitative analysis
combines traditional value indicators like price to book value, cash flow,
dividends and earning yield together with momentum indicators like price,
earnings, cash flow, dividend yield. The fundamental research is used primarily
to identify competitive advantages, a strong capital structure and a capable
management team. The Sub-Adviser diversifies across economic sectors and
countries.

The Sub-Adviser also seeks to take profit from opportunities created by
investor overreaction, misperception and short-term focus.

Upon determining the degree of visibility and conviction in the catalyst that
is expected to drive investment results, the Sub-Adviser diversifies across
economic sectors and countries. The Sub-Adviser may invest in companies with
any market capitalization.


The Fund may lend portfolio securities on a short-term or long-term basis, up
to 33 1/3% of its assets.

The Fund may invest in other investment companies to the extent permitted under
the Investment Company Act of 1940, as amended, and the rules and regulations
thereunder.


The Sub-Adviser may sell securities for a variety of reasons, such as to secure
gains, limit losses, or redeploy assets into opportunities believed to be more
promising, among others.

The Fund may engage in frequent and active trading of portfolio securities to
achieve its investment objective.

--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

RISKS
You could lose money on an investment in the Fund. The Fund may be affected by
the following risks, among others:


CONVERTIBLE SECURITIES - the value of convertible securities may fall when
interest rates rise. Convertible securities with longer maturities tend to be
more sensitive to changes in interest rates usually making them more volatile
than convertible securities with shorter maturities. The Fund could lose money
if the issuer of a convertible security is unable to meet its financial
obligations or goes bankrupt.

FOREIGN INVESTING - foreign investments may be riskier than U.S. investments
for many reasons, including changes in currency exchange rates, unstable
political, social and economic conditions, a lack of adequate or accurate
company information, differences in the way securities markets operate, less
secure foreign banks or securities depositories than those in the U.S.; less
standardization of accounting standards and market regulations in certain
foreign countries; and varying foreign controls on investment. Foreign
investments may also be affected by administrative difficulties, such as delays
in clearing and settling transactions. Additionally, securities of foreign
companies may be denominated in foreign currency. Exchange rate fluctuations
may reduce or eliminate gains or create losses. Hedging strategies intended to
reduce this risk may not perform as expected. ADRs, EDRs and GDRs are subject
to risks of foreign investments, and they may not always track the price of the
underlying foreign security. These factors may make foreign investments more
volatile and potentially less liquid than U.S. investments. To the extent the
Fund invests in emerging market countries, the risks of foreign investing may
be greater, as these countries may be less politically and economically stable
than other countries. It may also be more difficult to buy and sell securities
in emerging market countries.


MARKET TRENDS - from time to time, the stock market may not favor the
value-oriented securities in which the Fund invests. Rather, the market could
favor growth-oriented securities, or may not favor equities at all.


OTHER INVESTMENT COMPANIES -
the main risk of investing in other investment companies is the risk that the
value of the underlying securities might decrease. Because the Fund may invest
in other investment companies, you will pay a proportionate share of the
expenses of that other investment company (including management fees,
administration fees and custodial fees) in addition to the expenses of the
Fund.

PRICE VOLATILITY - the value of the Fund changes as the prices of its
investments go up or down. Equity securities face market, issuer and other
risks, and their values may fluctuate, sometimes rapidly and unpredictably.
Market risk is the risk that securities may decline in value due to factors
affecting securities markets generally or particular industries. Issuer risk is
the risk that the value of a security may decline for reasons relating to the
issuer such as changes in the financial condition of the issuer. While equities
may offer the potential for greater long-term growth than most debt securities,
they generally have higher volatility.

The Fund invests in securities of larger companies which sometimes have more
stable prices than smaller companies. However, the Fund may also invest in
securities of small- and mid-sized companies which may be more susceptible to
greater price volatility than larger companies because they typically have
fewer financial resources, more limited product and market diversification, and
may be dependent on a few key managers.

VALUE INVESTING - securities that appear to be undervalued may never appreciate
to the extent expected. Further, because the prices of value- oriented
securities tend to correlate more closely with economic cycles than
growth-oriented securities, they generally are more sensitive to changing
economic conditions, such as changes in interest rates, corporate earnings and
industrial production.


INABILITY TO SELL SECURITIES - convertible securities, securities of small-sized
and mid-sized companies and some foreign companies usually trade in lower volume
and may be less liquid than other investments and securities of larger, more
established companies or U.S. companies. The Fund could lose money if it cannot
sell a security at the time and price that would be most beneficial to the Fund.


PORTFOLIO TURNOVER - a high portfolio turnover rate involves greater expenses to
the Fund including brokerage commissions and other transaction costs, which may
have an adverse impact on performance, and is likely to generate more taxable
short-term gains for shareholders.

SECURITIES LENDING - there is the risk that when lending portfolio securities,
the securities may not be available to the Fund on a timely basis and it may
lose the opportunity to sell the securities at a desirable price. Engaging in
securities lending could have a leveraging effect which may intensify the
market risk, credit risk and other risks associated with investments in the
Fund.


A more detailed discussion of the risks associated with investing in the Fund
is available in the "More Information About Risks" section.

40  ING International Value Opportunities Fund


                                     ING INTERNATIONAL VALUE OPPORTUNITIES FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

HOW THE FUND HAS
PERFORMED

                Since ING International Value Opportunities Fund did not have a
                full year of performance as of December 31,2007, there is no
                performance information included in this Prospectus. Please
                visit the Fund's website at www.ingfunds.com to obtain
                performance information once it is available.

[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                                  ING International Value Opportunities Fund  41


                                                                        ADVISER
                                                            ING Investments, LLC

                                                                     SUB-ADVISER
                                        ING Investment Management Advisors, B.V.
ING EMERGING MARKETS FIXED INCOME FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

INVESTMENT OBJECTIVE

The Fund seeks to maximize total return. The Fund's investment objective is not
fundamental and may be changed without a shareholder vote.

[GRAPHIC APPEARS HERE]

PRINCIPAL  INVESTMENT STRATEGIES

The Fund normally invests at least 80% of its net assets in debt securities of
issuers located or primarily conducting their business in emerging market
countries. The Fund will provide shareholders with at least 60 days' prior
notice of any change in this investment policy. The Fund expects to maintain
investments in a number of different emerging market countries. The total
return sought by the Fund consists of income earned on the Fund's investments,
plus capital appreciation, if any.

The debt securities in which the Fund may invest include fixed-rate
instruments; convertible bonds; bonds associated with restructured syndicated
or bank loans (e.g., Brady Bonds); and subordinated bonds. The Fund may invest
in warrants and in structured securities to access specific markets or for
purposes of tax efficiency.


The Fund may invest in derivative securities. Derivatives are securities whose
value may be based on other securities, currencies, interest rates, or indices.
Derivatives include: futures and forward contracts; options on futures
contracts, foreign currencies, securities and stock indices; structured notes
and indexed securities; and swaps, caps, floors and collars.


The Fund may invest in below investment-grade bonds, including corporate bonds
from emerging markets, which at the time of investment, are not rated by a
nationally recognized statistical rating organization or are rated below
investment grade (for example, rated below BBB - by Standard & Poor's Rating
Corporation or Baa3 by Moody's Investors Service, Inc.), have an equivalent
rating by a nationally recognized statistical rating organization, and those in
default or non-rated.


The Sub-Adviser generally invests in securities of various maturities. For
instance, the Fund may hold securities with maturities that are short-term
(generally, less than three years), intermediate (three to ten years), and
long-term (longer than ten years). The Sub-Adviser may adjust the duration (a
measure of sensitivity to interest rate movements) of the Fund's portfolio,
depending on its outlook on interest rate movements.

The Fund may also invest in money-market instruments with maturities not
exceeding 397 days.

The Sub-Adviser uses a top-down analysis of the emerging markets sector in
identifying investments for the Fund's portfolio. The Sub-Adviser selects
securities for the Fund, taking into consideration (i) the attractiveness of
the investment based on a country's yield curve; (ii) the liquidity of the
investment; and (iii) the conditions related to the security's interest payment
deferrals or principal amortization schedules.

At least 70% of the securities in which the Fund invests will be securities
denominated in either USD (US dollar), EUR (European Monetary Union euro), JPY
(Japanese yen), CHF (Swiss franc) or GBP (British pound), and up to 30% of the
Fund's assets can be invested in currencies of, or in securities denominated in
the currencies of, emerging market countries. Local currencies are defined as
the means of exchange issued by the Central Banks residing in emerging market
countries.

The Sub-Adviser considers an emerging market country to be any country
determined to have an emerging market economy, taking into account a number of
factors, including whether the country has a low-to-middle economy, according
to the International Bank for Reconstruction and Development (the World Bank),
the country's foreign currency debt rating, its political and economic
stability and the development of its financial and capital markets. Such
countries are located in Latin America, Asia, Africa, the Middle East and the
developing countries of Europe, primarily Eastern Europe.


The Fund may invest up to 20% of its assets in floating-rate instruments.

The Fund may invest in other investment companies to the extent permitted under
the Investment Company Act of 1940, as amended, and the rules and regulations
thereunder.


The Fund is non-diversified, which means it may invest a significant portion of
its assets in a single issuer.

The Sub-Adviser may sell securities for a variety of reasons, such as to secure
gains, limit losses, or redeploy assets into opportunities believed to be more
promising, among others.


The Fund may also lend portfolio securities on a short-term or long-term basis,
up to 33 1/3% of its assets.


--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

RISKS
You could lose money on an investment in the Fund. The Fund may be affected by
the following risks, among others:

CONVERTIBLE AND DEBT SECURITIES - the value of convertible and debt securities
may fall when interest rates rise. Convertible and debt securities with longer
maturities tend to be more sensitive to changes in interest rates, usually
making them more volatile than convertible and debt securities with shorter
maturities. The Fund could lose money if the issuer of a convertible or debt
security is unable to meet its financial obligations or goes bankrupt.

CREDIT - the Fund could lose money if the issuer of a debt security is unable
to meet its financial obligations or goes bankrupt. This is especially true
during periods of economic downturn. The Fund may be subject to more credit
risk than other funds, because it may invest in high-yield debt securities,
which are considered predominantly speculative with respect to the issuer's
continuing ability to meet interest and principal payments. The Fund is also
subject to credit risk through its investment in floating rate loans.

DERIVATIVES - derivatives are subject to the risk of changes in the market
price of the underlying securities, credit risk with respect to the
counterparty to the derivative instruments, and the risk of loss due to changes
in interest rates. The use of certain derivatives may also have a leveraging
effect which may increase the volatility of the Fund and may reduce its
returns.


FOREIGN INVESTING - foreign investments may be riskier than U.S. investments
for many reasons, including: changes in currency exchange rates; unstable
political, social and economic conditions; a lack of adequate or accurate
company information; differences in the way securities markets operate; less
secure foreign banks or securities depositories than those in the U.S.; less
standardization of accounting standards and market regulations in certain
foreign countries; and varying foreign controls on investments. Foreign
investments may also be affected by administrative difficulties, such as delays
in clearing and settling transactions. Additionally, securities of foreign
companies may be denominated in foreign currencies. Exchange rate fluctuations
may reduce or eliminate gains or create losses. Hedging strategies intended to
reduce this risk may not perform as expected. Because the Fund invests in
countries with emerging securities markets, the risks of foreign investing may
be greater, as these countries may be less politically and economically stable
than other countries. It also may be more difficult to buy and sell securities
in countries with emerging securities markets.


HIGH-YIELD, LOWER-GRADE DEBT SECURITIES - when the Fund invests in debt
securities rated below investment grade, its credit risks are greater than that
of funds that buy only investment-grade debt securities. Lower-grade debt
securities may be subject to greater market fluctuations and greater risks of
loss of income and principal than investment-grade debt securities. Debt
securities that are (or have fallen) below investment grade are exposed to a
greater risk that their issuers might not meet their debt obligations. The
market for these debt securities may be less liquid, making it difficult for
the Fund to sell them quickly at an acceptable price. These risks can reduce
the Fund's share price and the income it earns.

ILLIQUID SECURITIES - if a security is illiquid, the Fund might be unable to
sell the security at a time when the Sub-Adviser might wish to sell, and the
security could have the effect of decreasing the overall level of the Fund's
liquidity. Further, the lack of an established secondary market may make it
more difficult to value illiquid securities, which could vary from the amount
the Fund could realize upon disposition.

NON-DIVERSIFICATION -  the Fund is classified as a "non-diversified" investment
company under the Investment Company Act of 1940, as amended. If the Fund
invests a relatively high percentage of its assets in obligations of a limited
number of issuers, the Fund will be more at risk to any single corporate,
economic, political or regulatory event that impacts one or more of those
issuers. Conversely, even though classified as non-diversified, the Fund may
actually maintain a portfolio that is diversified with a large number of
issuers. In such an event, the Fund would benefit less from appreciation in a
single corporate issuer than if it had greater exposure to that issuer.

OTHER INVESTMENT COMPANIES -
the main risk of investing in other investment companies is the risk that the
value of the underlying securities might decrease. Because the Fund may invest
in other investment companies, you will pay a proportionate share of the
expenses of that other investment company (including management fees,
administration fees and custodial fees) in addition to the expenses of the
Fund.

PRICE VOLATILITY - the value of the Fund changes as the prices of its
investments go up or down. Debt securities face market, issuer and other risks,
and their values may fluctuate, sometimes rapidly and unpredictably. Market
risk is the risk that securities may decline in value due to factors affecting
the securities markets generally or particular industries. Issuer risk is the
risk that the value of a security may decline for reasons relating to the
issuer, such as changes in the financial condition of the issuer.


INABILITY TO SELL SECURITIES - convertible securities, securities of smaller and
mid-sized companies and securities of companies located in countries with
emerging securities markets usually trade in lower volume and may be less liquid
than other investments and securities of companies located in larger, more
established markets. The Fund could lose money if it cannot sell a security at
the time and price that would be most beneficial to the Fund.

SECURITIES LENDING - there is the risk that when lending portfolio securities,
the securities may not be available to a Fund on a timely basis and it may lose
the opportunity to sell the securities at a desirable price. Engaging in
securities lending could have a leveraging effect which may intensify the
market risk, credit risk and other risks associated with investments in a Fund.

A more detailed discussion of the risks associated with investing in the Fund
is available in the "More Information About Risks" section.

42  ING Emerging Markets Fixed Income Fund


                                         ING EMERGING MARKETS FIXED INCOME FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

HOW THE FUND HAS
PERFORMED

                The following information is intended to help you understand
                the risks of investing in the Fund. The value of your shares in
                the Fund will fluctuate depending on the Fund's investment
                performance. The bar chart and table below show the changes in
                the Fund's performance from year to year, and the table
                compares the Fund's performance to the performance of a broad
                measure of market performance for the same period. The Fund's
                past performance (before and after income taxes) is no
                guarantee of future results.


The bar chart below provides some indication of the risks of investing in the
Fund by showing changes in the performance of the Fund's Class A shares (2006)
and Class I shares (2007) from year to year. These figures do not reflect sales
charges and would be lower for Class A if they did.



                      YEAR-BY-YEAR TOTAL RETURNS (%)(1)
                (FOR THE PERIODS ENDED DECEMBER 31 OF EACH YEAR)


[GRAPHIC APPEARS HERE]


1998   1999   2000   2001   2002   2003   2004   2005   2006       2007
                                                        11.45      3.35


            Best and worst quarterly performance during this period:


                         Best: 3rd quarter 2006: 7.12%

                       Worst: 2nd quarter 2006: (4.21)%



                       AVERAGE ANNUAL TOTAL RETURNS(1)
                   (FOR THE PERIODS ENDED DECEMBER 31, 2007)


The table below provides some indication of the risks of investing in the Fund
by comparing the Fund's Class A shares' performance to that of a broad measure
of market performance - the JP Morgan Emerging Markets Bond Index Global
Diversified ("JPMorgan EMB Index Global Diversified"). It is not possible to
invest directly in the index. The table also shows returns on a before-tax and
after-tax basis. After-tax returns are calculated using the historical highest
individual federal marginal income tax rates and do not reflect the impact of
state and local taxes.

Actual after-tax returns depend on an investor's tax situation and may differ
from those shown, and after-tax returns shown are not relevant to investors who
hold their Fund shares through tax-deferred arrangements, such as 401(k) plans
or individual retirement accounts.

In some cases the return after taxes may exceed the return before taxes due to
an assumed tax benefit from any losses on a sale of Fund shares at the end of
the measurement period.

After-tax returns are shown for Class I only. After-tax returns for other
classes will vary.


                                                                                           5 YEARS
                                                                        1 YEAR       (OR LIFE OF CLASS)      10 YEARS
 CLASS I RETURN BEFORE TAXES                                  %        3.35              3.19(1)                N/A
 Class I Return After Taxes on Distributions                  %        1.30              0.99(1)                N/A
 Class I Return After Taxes on Distributions and Sale of      %        2.16              1.45(1)                N/A
  Fund Shares
 JPMorgan EMB Index Global Diversified(2)                     %        6.16              6.16(3)                N/A
 CLASS A RETURN BEFORE TAXES(4)                               %        0.45              4.45(1)                N/A
 JPMorgan EMB Index Global Diversified(2)                     %        6.16              7.99(5)                N/A







(1)   Class A shares commenced operations on December 21, 2005. Class I shares
      commenced operations on December 20, 2006.  Class A shares are not offered
      in this Prospectus. Class A shares would have substantially similar annual
      returns as the Class I shares because the Classes are invested in the same
      portfolio of securities. Annual returns would differ only to the extent
      that Class I and Class A shares have different expenses.



(2)   The JPMorgan EMB Index Global Diversified is a uniquely-weighted version
      of the Emerging Markets Bond Index Global. It limits the weights of those
      index countries with larger debt stocks by only including specified
      portions of these countries' eligible current face amounts of debt
      outstanding.

(3)   The index return for Class I shares is for the period beginning January
      1, 2007.

(4)   Reflects deduction of the maximum Class A sales charge of 5.75%.

(5)   The index return for Class A shares is for the period beginning January
      1, 2006.


[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                                    ING Emerging Markets Fixed Income Fund    43


                                                                        ADVISER
                                                            ING Investments, LLC

                                                                     SUB-ADVISER
                                                   ING Investment Management Co.
ING GLOBAL BOND FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

INVESTMENT OBJECTIVE

The Fund seeks to maximize total return through a combination of current income
and capital appreciation. The Fund's investment objective is not fundamental
and may be changed without a shareholder vote.

[GRAPHIC APPEARS HERE]

PRINCIPAL  INVESTMENT STRATEGIES
Under normal market conditions, the Fund will invest at least 80% of its net
assets, plus borrowings for investment purposes, in a portfolio of bonds of
issuers in a number of different countries, which may include the U.S. The Fund
will provide shareholders with at least 60 days' prior written notice of any
change in this investment policy.

The Fund may invest in securities of issuers located in developed and emerging
market countries. Securities may be denominated in foreign currencies or in the
U.S. dollar. The Fund may hedge its exposure to securities denominated in
foreign currencies. The Fund may also borrow money from banks and invest the
proceeds of such loans in portfolio securities as permitted under the
Investment Company Act of 1940, as amended. This investment technique is known
as "leveraging."


The Fund invests primarily in investment grade securities which include, but
are not limited to, corporate and government bonds which, at the time of
investment, are rated investment grade (at least BBB- by Standard & Poor's
Rating Corporation or Baa3 by Moody's Investors Service, Inc.) or have an
equivalent rating by a nationally recognized statistical rating organization,
or are of comparable quality if unrated. The Fund may also invest in preferred
stocks, money market instruments, municipal bonds, commercial and residential
mortgage-backed securities, asset-backed securities, other securitized and
structured debt products, private placements and other investment companies.
The Fund may also invest up to 5% of its assets in a combination of floating
rate secured loans ("Senior Loans") and shares of ING Prime Rate Trust, a
closed-end investment company that invests in Senior Loans. Although the Fund
may invest a portion of its assets in high-yield debt securities rated below
investment grade, the Fund will seek to maintain a minimum weighted average
portfolio quality rating of at least investment grade. The dollar-weighted
average portfolio duration of the Fund will generally range between two and
nine years.


The Fund may use futures, swaps (including interest rate swaps, total return
swaps and credit default swaps), options and other derivative instruments, to
seek to enhance return, to hedge some of the risks of its investments in
fixed-income securities or as a substitute for a position in an underlying
asset. The Fund may, without limitation, seek to obtain market exposure to the
securities in which it primarily invests by entering into a series of purchase
and sale contracts or by using other investment techniques (such as buy backs
or dollar rolls and reverse repurchase agreements).

The investment process focuses on allocating assets among various sectors of
the global bond markets and buying bonds at a discount to their intrinsic
value. The Sub-Adviser utilizes proprietary quantitative techniques to identify
bonds or sectors that are cheap relative to other bonds or sectors based on
their historical price relationships. Teams of asset specialists use this
relative value analysis to guide them in the security selection process.

The Fund is non-diversified which means it may invest a significant portion of
its assets in a single issuer.

The Sub-Adviser may sell securities for a variety of reasons, such as to secure
gains, limit losses or redeploy assets into opportunities believed to be more
promising, among others.


The Fund may lend portfolio securities on a short-term or long-term basis, up
to 33 1/3% of its assets.


The Fund may engage in frequent and active trading of portfolio securities to
achieve its investment objective.

--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

RISKS
You could lose money on an investment in the Fund. The Fund may be affected by
the following risks, among others:


BORROWING/LEVERAGE - The Fund may borrow money from banks for investment
purposes, commonly referred to as "leveraging." Therefore, the Fund's exposure
to fluctuations in the prices of the securities is increased in relation to the
Fund's capital. The Fund's borrowing activities will exaggerate any increase or
decrease in the net asset value ("NAV") of the Fund. In addition, the interest
which the Fund must pay on borrowed money, together with any additional fees to
maintain a line of credit or any minimum average balances, may further reduce
or eliminate any net investment profits. Unless profits on assets acquired with
borrowed funds exceed the costs of borrowing, the use of borrowing will
diminish the investment performance of the Fund compared with what it would
have been without borrowing. Reverse repurchase agreements and dollar rolls, as
leveraging techniques, may increase the Fund's yield. Lastly, there is no
guarantee that a leveraging strategy will be successful.

CREDIT - the Fund could lose money if the issuer of a debt security is unable
to meet its financial obligations or goes bankrupt. This is especially true
during periods of economic downturn. The Fund may be subject to more credit
risk than other funds, because it may invest in high-yield debt securities,
which are considered predominantly speculative with respect to the issuer's
continuing ability to meet interest and principal payments. The Fund is also
subject to credit risk through its investment in floating rate loans.

DEBT SECURITIES - the value of debt securities may fall when interest rates
rise. Debt securities with longer maturities tend to be more sensitive to
changes in interest rates, usually making them more volatile than debt
securities with shorter maturities. The Fund could lose money if the issuer of
a debt security is unable to meet its financial obligations or goes bankrupt.

DERIVATIVES - derivatives are subject to the risk of changes in the market
price of the underlying securities, credit risk with respect to the
counterparty to the derivative instruments, and the risk of loss due to changes
in interest rates. The use of certain derivatives may also have a leveraging
effect which may increase the volatility of the Fund and may reduce its
returns.

FOREIGN INVESTING - Foreign investments may be riskier than U.S. investments
for many reasons, including: changes in currency exchange rates; unstable
political, social and economic conditions; a lack of adequate or accurate
country or corporate information; differences in the way securities markets
operate; less secure foreign banks or securities depositories than those in the
U.S.; less standardization of accounting standards and market regulations in
certain foreign countries; and varying foreign controls on investments. Foreign
investments may also be affected by administrative difficulties, such as delays
in clearing and settling transactions. Additionally, securities of foreign
companies may be denominated in foreign currencies. Exchange rate fluctuations
may reduce or eliminate gains or create losses. Hedging strategies intended to
reduce this risk may not perform as expected. In emerging market countries, the
risks of foreign investing may be greater, as these countries may be less
politically and economically stable than other countries. It also may be more
difficult to buy and sell securities in emerging market countries. To the
extent the Fund invests in countries with emerging securities markets, the
risks of foreign investing may be greater, as these countries may be less
politically and economically stable than other countries. It also may be more
difficult to buy and sell securities with emerging securities markets.

HIGH-YIELD, LOWER-GRADE DEBT SECURITIES - when the Fund invests in debt
securities rated below investment grade, its credit risks are greater than that
of funds that buy only investment-grade debt securities. Lower-grade debt
securities may be subject to greater market fluctuations and greater risks of
loss of income and principal than investment-grade debt securities. Debt
securities that are (or have fallen) below investment grade are exposed to a
greater risk that their issuers might not meet their debt obligations. The
market for these debt securities may be less liquid, making it difficult for
the Fund to sell them quickly at an acceptable price. These risks can reduce
the Fund's share price and the income it earns.

INTEREST RATE - fixed-income securities are subject to the risk that interest
rates will rise, which generally causes bond prices to fall. Economic and
market conditions may cause issuers to default or go bankrupt. High-yield
instruments are even more sensitive to economic and market conditions than
other fixed-income securities.

MORTGAGE-RELATED SECURITIES - the prices of mortgage-related securities are
sensitive to changes in interest rates and changes in the prepayment patterns on
the underlying instruments. If the principal on the underlying mortgage note is
repaid faster than anticipated, which typically occurs in times of low or
declining interest rates, the price of the mortgage-related security may fall.

NON-DIVERSIFICATION - the Fund is classified as a "non-diversified" investment
company under the Investment Company Act of 1940, as amended. If the Fund
invests a relatively high percentage of its assets in a limited number of
issuers, the Fund will be more at risk to any single corporate, economic,
political or regulatory event that impacts one or more of those issuers.
Conversely, even though classified as non-diversified, the Fund may actually
maintain a portfolio that is diversified within a large number of issuers. In
such an event, the Fund would benefit less from appreciation in a single issuer
than if it had greater exposure to that issuer.

OTHER INVESTMENT COMPANIES -
the main risk of investing in other investment companies is the risk that the
value of the underlying securities might decrease. Because the Fund invests in
other investment companies, you will pay a proportionate share of the expenses
of that other investment company (including management fees, administration
fees and custodial fees) in addition to the expenses of the Fund.

PRICE VOLATILITY - the value of the Fund changes as the prices of its
investments go up or down. Debt securities face market, issuer and other risks,
and their values may fluctuate, sometimes rapidly and unpredictably. Market
risk is the risk that securities may decline in value due to factors affecting
the securities markets generally or particular industries. Issuer risk is the
risk that the value of a security may decline for reasons relating to the
issuer, such as changes in the financial condition of the issuer.


INABILITY TO SELL SECURITIES - some foreign companies usually trade in lower
volume and may be less liquid than other investments, securities of larger, more
established companies or U.S. companies. The Fund could lose money if it cannot
sell a security at the time and price that would be most beneficial to the Fund.


PORTFOLIO TURNOVER - a high portfolio turnover rate involves greater expenses
to the Fund including brokerage commissions and other transaction costs, which
may have an adverse impact on performance, and is likely to generate more
taxable short-term gains for shareholders.

SECURITIES LENDING - there is the risk that when lending portfolio securities,
the securities may not be available to the Fund on a timely basis and it may
lose the opportunity to sell the securities at a desirable price. Engaging in
securities lending could have a leveraging effect which may intensify the
market risk, credit risk and other risks associated with investments in the
Fund.


A more detailed discussion of the risks associated with investing in the Fund
is available in the "More Information About Risks" section.

44  ING Global Bond Fund


                                                           ING GLOBAL BOND FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

HOW THE FUND HAS
PERFORMED

                The following information is intended to help you understand
                the risks of investing in the Fund. The value of your shares in
                the Fund will fluctuate depending on the Fund's investment
                performance. The bar chart and table below show the Fund's
                performance for the first full calendar year of operations, and
                the table compares the Fund's performance to the performance of
                a broad measure of market performance for the same period. The
                Fund's past performance (before and after income taxes) is no
                guarantee of future results.


The bar chart below provides some indication of the risks of investing in the
Fund by showing the performance of the Fund's Class I shares for the first full
calendar year of operations.


                       YEAR-BY-YEAR TOTAL RETURNS (%)(1)

                       (FOR THE PERIOD ENDED DECEMBER 31)


[GRAPHIC APPEARS HERE]


1998   1999   2000   2001   2002   2003   2004   2005   2006   2007
                                                               11.70


            Best and worst quarterly performance during this period:


                         Best: 3rd quarter 2007: 6.32%
                        Worst: 2nd quarter 2007: (0.15)%


                        AVERAGE ANNUAL TOTAL RETURNS(1)
                   (FOR THE PERIODS ENDED DECEMBER 31, 2007)

The table below provides some indication of the risks of investing in the Fund
by comparing the Fund's Class I shares' performance to that of a broad measure
of market performance - the Lehman Brothers(Reg. TM) Global Aggregate Index. It
is not possible to invest directly in the index. The table also shows returns
on a before-tax and after-tax basis. After-tax returns are calculated using the
historical highest individual federal marginal income tax rates and do not
reflect the impact of state and local taxes.

Actual after-tax returns depend on an investor's tax situation and may differ
from those shown, and after-tax returns shown are not relevant to investors who
hold their Fund shares through tax-deferred arrangements, such as 401(k) plans
or individual retirement accounts.

In some cases the return after taxes may exceed the return before taxes due to
an assumed tax benefit from any losses on a sale of Fund shares at the end of
the measurement period.


                                                                                           5 YEARS
                                                                        1 YEAR       (OR LIFE OF CLASS)      10 YEARS
 CLASS I RETURN BEFORE TAXES                                  %       11.70              10.73(1)               N/A
 Class I Return After Taxes on Distributions                  %        9.33               8.39(1)               N/A
 Class I Return After Taxes on Distributions and Sale of      %        7.53               7.75(1)               N/A
  Fund Shares
 Lehman Brothers(Reg. TM) Global Aggregate                    %        9.48               9.22(3)               N/A
Index(2)(reflects no deduction for fees, expenses or
  taxes)


(1)   Class I shares commenced operations on June 30, 2006.

(2)   The Lehman Brothers(Reg. TM) Global Aggregate Index provides a borad
      based measure of the global investment-grade fixed-rate markets.

(3)   The index return for Class I shares is for the period beginning July 1,
      2006.

[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                                                      ING Global Bond Fund    45


WHAT YOU PAY TO INVEST
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

     There are two types of fees and expenses when you invest in mutual funds:
     fees, including sales charges, you pay directly when you buy or sell
     shares, and operating expenses paid each year by a Fund. The tables that
     follow show the fees and estimated operating expenses for each of the
     Funds. The estimated expenses are based on the expenses paid by the Funds
     in the fiscal year ended October 31, 2007. Actual expenses paid by the
     Funds may vary from year to year.

FEES YOU PAY DIRECTLY


                                                                 CLASS I      CLASS Q      CLASS W
                                                                ---------    ---------    --------
 MAXIMUM SALES CHARGE ON YOUR INVESTMENT (AS A % OF                none         none         none
  OFFERING PRICE)
 MAXIMUM DEFERRED SALES CHARGE (AS A % OF PURCHASE OR SALES        none         none         none
  PRICE, WHICHEVER IS LESS)


OPERATING EXPENSES PAID EACH YEAR BY THE FUNDS(1)
(as a % of average net assets)

CLASS I


                                                               DISTRIBUTION
                                                  MANAGEMENT    AND SERVICE      OTHER
FUND                                                 FEES      (12B-1) FEES   EXPENSES(2)
-------------------------------------------      ------------ -------------- -------------
 ING Global Equity Dividend                  %         0.70         N/A            0.20
 ING Global Natural Resources                %         0.85         N/A            0.23
 ING Global Real Estate                      %         0.74         N/A            0.21
 ING Global Value Choice                     %         0.90         N/A            0.25
 ING Asia-Pacific Real Estate                %         1.00         N/A            1.19(8)
 ING Disciplined International SmallCap      %         0.60         N/A            0.26(8)
 ING Emerging Countries                      %         1.25         N/A            0.31
 ING European Real Estate                    %         1.00         N/A            1.19(8)
 ING Foreign                                 %         0.98         N/A            0.23
 ING Greater China                           %         1.15         N/A            0.51
 ING Index Plus International Equity         %         0.55         N/A            0.29
 ING International Capital Appreciation      %         0.85         N/A            0.28
 ING International Equity Dividend           %         0.75         N/A            0.64(8)
 ING International Growth Opportunities      %         1.00         N/A            0.28
 ING International Real Estate               %         0.97         N/A            0.29
 ING International SmallCap Multi-Manager    %         0.95         N/A            0.25
 ING International Value                     %         1.00         N/A            0.23
 ING International Value Choice              %         1.00         N/A            0.24
 ING International Value Opportunities       %         0.80         N/A            1.75(8)
 ING Emerging Markets Fixed Income           %         0.65         N/A            0.19
 ING Global Bond                             %         0.40         N/A            0.60(8)

                                                ACQUIRED         TOTAL                               NET
                                                  FUND            FUND           WAIVERS,           FUND
                                                FEES AND       OPERATING      REIMBURSEMENTS      OPERATING
FUND                                           EXPENSES(3)    EXPENSES(4)   AND RECOUPMENT(5)     EXPENSES
------------------------------------------- ---------------- ------------- ------------------- --------------
 ING Global Equity Dividend                      N/A               0.90                -              0.90
 ING Global Natural Resources                    N/A               1.08                -              1.08
 ING Global Real Estate                          0.00(6)           0.95                -              0.95
 ING Global Value Choice                         N/A               1.15                -              1.15(7)
 ING Asia-Pacific Real Estate                    N/A               2.19(8)         (0.69)             1.50
 ING Disciplined International SmallCap          0.01              0.87(8)             -              0.87
 ING Emerging Countries                          N/A               1.56                -              1.56(7)
 ING European Real Estate                        N/A               2.19(8)         (0.69)             1.50
 ING Foreign                                     0.02              1.23            (0.00)(9)          1.23
 ING Greater China                               N/A               1.66                -              1.66
 ING Index Plus International Equity             0.01              0.85             0.03              0.88
 ING International Capital Appreciation          0.00(6)           1.13             0.02              1.15
 ING International Equity Dividend               N/A               1.39(8)         (0.24)             1.15
 ING International Growth Opportunities          0.00(6)           1.28                -              1.28
 ING International Real Estate                   0.00(6)           1.26            (0.01)             1.25
 ING International SmallCap Multi-Manager        0.00(6)           1.20                -              1.20
 ING International Value                         N/A               1.23                -              1.23
 ING International Value Choice                  N/A               1.24             0.07              1.31
 ING International Value Opportunities           N/A               2.55(8)         (1.40)             1.15
 ING Emerging Markets Fixed Income               N/A               0.84             0.08              0.92
 ING Global Bond                                 N/A               1.00(8)         (0.39)             0.61


OPERATING EXPENSES PAID EACH YEAR BY THE FUNDS(1)
(as a % of average net assets)

CLASS Q


                                                      MANAGEMENT   SERVICE      OTHER
FUND                                                     FEES        FEES    EXPENSES(2)
-------------------------------------------          ------------ --------- -------------
 ING Global Value Choice                                   0.90       0.25         0.25
 ING Emerging Countries                      %             1.25       0.25         0.31
 ING Foreign                                 %             0.98       0.25         0.22
 ING International Growth Opportunities      %             1.00       0.25         0.27
 ING International SmallCap Multi-Manager    %             0.95       0.25         0.25
 ING International Value                     %             1.00       0.25         0.23

                                                                       TOTAL                               NET
                                                   ACQUIRED             FUND           WAIVERS,           FUND
                                                     FUND            OPERATING      REIMBURSEMENTS      OPERATING
FUND                                         FEES AND EXPENSES(3)   EXPENSES(4)   AND RECOUPMENT(5)     EXPENSES
------------------------------------------- ---------------------- ------------- ------------------- --------------
 ING Global Value Choice                             N/A                  1.40             -               1.40(7)
 ING Emerging Countries                              N/A                  1.81             -               1.81(7)
 ING Foreign                                        0.02                  1.47           (0.00)(9)         1.47
 ING International Growth Opportunities             0.00(6)               1.52             -               1.52
 ING International SmallCap Multi-Manager           0.00(6)               1.45             -               1.45
 ING International Value                             N/A                  1.48             -               1.48


46  What You Pay to Invest


                                                         WHAT YOU PAY TO INVEST
--------------------------------------------------------------------------------


OPERATING EXPENSES PAID EACH YEAR BY THE FUNDS(1)
(as a % of average net assets)

CLASS W



                                                               DISTRIBUTION
                                                                AND SERVICE
                                                  MANAGEMENT      (12B-1)        OTHER
FUND                                                 FEES          FEES       EXPENSES(2)
-------------------------------------------      ------------ -------------- -------------
 ING Global Equity Dividend                  %         0.70         N/A            0.31
 ING Global Natural Resources                %         0.85         N/A            0.34
 ING Global Real Estate                      %         0.74         N/A            0.31
 ING Emerging Countries                      %         1.25         N/A            0.39
 ING Foreign                                 %         0.98         N/A            0.31
 ING International Equity Dividend           %         0.75         N/A            0.64(8)
 ING International Real Estate               %         0.97         N/A            0.29
 ING International SmallCap Multi-Manager    %         0.95         N/A            0.30

                                                ACQUIRED         TOTAL                             NET
                                                FUND FEES         FUND           WAIVERS,         FUND
                                                   AND         OPERATING      REIMBURSEMENTS    OPERATING
FUND                                           EXPENSES(3)    EXPENSES(4)   AND RECOUPMENT(5)   EXPENSES
------------------------------------------- ---------------- ------------- ------------------- ----------
 ING Global Equity Dividend                      N/A               1.01                -            1.01
 ING Global Natural Resources                    N/A               1.19                -            1.19
 ING Global Real Estate                          0.00(6)           1.05                -            1.05
 ING Emerging Countries                          N/A               1.64                -            1.64
 ING Foreign                                     0.02              1.31            (0.00)(9)        1.31
 ING International Equity Dividend               N/A               1.39(8)         (0.24)           1.15
 ING International Real Estate                   0.00(6)           1.26            (0.01)           1.25
 ING International SmallCap Multi-Manager        0.00(6)           1.25                -            1.25


--------------------------------------------------------------------------------


(1)      This table shows the estimated operating expenses for each Fund by
         class as a ratio of expenses to average daily net assets. With the
         exception of ING Asia-Pacific Real Estate Fund, ING European Real
         Estate Fund, ING International Equity Dividend Fund and Class W
         shares, these estimated expenses are based on each Fund's actual
         operating expenses for its most recently completed fiscal year as
         adjusted for contractual changes, if any, and fee waivers to which ING
         Investments, LLC, the investment adviser to each Fund, has agreed. For
         ING Asia-Pacific Real Estate Fund, ING European Real Estate Fund and
         ING International Equity Dividend Fund, each of which has not had a
         full calendar year of operations, expenses are based on estimated
         amounts for the current fiscal year. Because Class W shares had not
         had a full year of operations as of the date of this Prospectus, these
         expenses are based on each Fund's actual operating expenses for Class
         A shares as adjusted for class level expense differences, contractual
         changes, if any, and fee waivers to which ING Investments, LLC, the
         investment adviser to each Fund, has agreed.
(2)      ING Funds Services, LLC receives an annual administrative fee equal to
         0.10% of each Fund's average daily net assets which is reflected in
         "Other Expenses."

(3)      The Acquired Fund Fees and Expenses are not fees or expenses incurred
         by the Funds directly. These fees and expenses include each Fund's pro
         rata share of the cumulative expenses charged by the Acquired Funds in
         which the Funds invest. The fees and expenses will vary based on the
         Fund's allocation of assets to, and the annualized net expenses of,
         the particular Acquired Funds. The impact of these fees and expenses
         is shown in "Net Fund Operating Expenses."
(4)      The Total Fund Operating Expenses shown may be higher than a Fund's
         ratio of expenses to average net assets shown in the Financial
         Highlights, which reflect the operating expenses of the Funds and do
         not include Acquired Fund fees and expenses.

(5)      ING Investments, LLC has entered into written expense limitation
         agreements with each Fund (except, ING Greater China Fund and ING
         International Value Fund), under which it will limit expenses of the
         Funds, excluding interest, taxes, brokerage, extraordinary expenses
         and Acquired Fund Fees and Expenses, subject to possible recoupment by
         ING Investments, LLC, within three years. The amount of each Fund's
         expenses waived, reimbursed or recouped during the last fiscal year or
         proposed to be waived by ING Investments, LLC, is shown under the
         heading "Waivers, Reimbursements, and Recoupment", except for ING
         Global Value Choice Fund which is based on a new expense limitation
         agreement effective January 2, 2008. The expense limits will
         continue through at least March 1, 2009, except for the expense
         limits for Class W shares which will continue through at least March
         1, 2010, ING Global Natural Resources which will continue through
         March 1, 2010 and ING Index Plus International Equity Fund which will
         continue through at least March 1, 2011. The expense limitations are
         contractual and shall renew automatically for one-year terms unless
         ING Investments, LLC provides written notice of termination of the
         expense limitation agreements within 90 days of the end of the
         then-current term or upon termination of the investment management
         agreement. For more information regarding the expense limitation
         agreements, please see the Statement of Additional Information.
         Pursuant to a side agreement dated January 1, 2008, the expense limit
         for Class Q shares of ING Emerging Countries Fund is 2.10%, through
         March 1, 2009. There is no guarantee that this side agreement will
         continue after that date. The side agreement will only renew if ING
         Investments, LLC elects to renew it. If after March 1, 2009, ING
         Investments, LLC elects not to renew the side agreement, the expense
         limit will revert to the limitation under ING Emerging Countries
         Fund's expense limitation agreement for Class Q shares of 2.15%.
         Pursuant to a side agreement dated March 1, 2008, the expense limits
         for ING Foreign Fund are 1.35% and 1.60% for Class I and Class Q
         shares, respectively through March 1, 2009. There is no guarantee that
         this side agreement will continue after that date. This side agreement
         will only renew if ING Investment, LLC elects to renew it. If after
         March 1, 2009, ING Investments, LLC elects not to renew the side
         agreement, the expense limits will revert to the limitations under ING
         Foreign Fund's expense limitation agreement of 1.60% and 1.85% for
         Class I and Class Q shares, respectively. Pursuant to a side agreement
         dated November 1, 2007, the expense limit for ING Greater China Fund
         is 1.85% for Class I shares, through March 1, 2009. There is no
         guarantee that this side agreement will continue after that date. This
         side agreement will only renew if ING Investments, LLC elects to renew
         it. Finally, pursuant to a side agreement dated March 1, 2008, the
         expense limits for ING International Growth Opportunities Fund are
         1.60% and 1.85% for Class I and Class Q shares, respectively through
         March 1, 2009. There is no guarantee that this side agreement will
         continue after that date. This side agreement will only renew if ING
         Investment, LLC elects to renew it. If after March 1, 2009, ING
         Investments, LLC elects not to renew the side agreement, the expense
         limits will revert to the limitations under ING International Growth
         Opportunities Fund's expense limitation agreement of 2.50% and 2.75%
         for Class I and Class Q shares, respectively.

(6)      Amount represents less than 0.01% and is included in Other Expenses.

(7)      A portion of the brokerage commissions that ING Global Value Choice
         Fund and ING Emerging Countries Fund paid is used to reduce the Funds'
         expenses. Including this reduction, the "Net Fund Operating Expenses"
         for ING Global Value Choice Fund for the fiscal year ended October 31,
         2007 would have been 1.14% and 1.39% for Class I and Class Q shares,
         respectively. Including this reduction, the "Net Fund Operating
         Expenses" for ING Emerging Countries Fund for the fiscal year ended
         October 31, 2007 would have been 1.53% and 1.78% for Class I and Class
         Q shares, respectively. This arrangement may be discontinued at any
         time.

(8)      Includes an estimate 0.43%, 0.04%, 0.43%, 0.34%, 0.83% and 0.28% of
         non-recurring offering expenses for ING Asia-Pacific Real Estate Fund,
         ING Disciplined International SmallCap Fund, ING European Real Estate
         Fund, ING International Equity Dividend Fund, ING International Value
         Opportunities Fund and ING Global Bond Fund, respectively. Excluding
         this amount, Total Fund Operating Expenses would have been 1.76%,
         0.83%, 1.76%, 1.05%, 1.72% and 0.72% for Class I shares of ING
         Asia-Pacific Real Estate Fund, ING Disciplined International Smallcap
         Fund, ING European Real Estate Fund, ING International Equity Dividend
         Fund, ING International Value Opportunities Fund and ING Global Bond
         Fund, respectively. Excluding this amount, Total Fund Operating
         Expenses would have been 1.05% for Class W shares of ING International
         Equity Dividend Fund.
(9)      ING Investments, LLC, has contractually agreed to waive a portion of
         the advisory fee for ING Foreign Fund. Based upon net assets as of
         October 31, 2007, the advisory fee waiver for the Fund would be more
         than (0.005)%. This advisory fee waiver will continue through at least
         March 1, 2009. There is no guarantee that this waiver will continue
         after this date. This agreement will only renew if ING Investments, LLC
         elects to renew it.


[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                                                      What You Pay to Invest  47


WHAT YOU PAY TO INVEST
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

      EXAMPLES

      The Examples that follow are intended to help you compare the cost of
      investing in the Funds with the cost of investing in other mutual funds.
      The Examples assume that you invested $10,000, that you reinvested all
      your dividends, that the Fund earned an average annual return of 5%, and
      that annual operating expenses remained at the current level. Keep in
      mind that this is only an estimate - actual expenses and performance may
      vary.

CLASS I


FUND                                                     1 YEAR      3 YEARS      5 YEARS      10 YEARS
-------------------------------------------             --------    ---------    ---------    ---------
 ING Global Equity Dividend                     $           92         287          498          1,108
 ING Global Natural Resources                   $          110         343          595          1,317
 ING Global Real Estate                         $           97         303          525          1,166
 ING Global Value Choice                        $          117         365          633          1,398
 ING Asia-Pacific Real Estate(1)                $          153         529          930          2,052
 ING Disciplined International SmallCap         $           89         269          464          1,029
 ING Emerging Countries                         $          159         493          850          1,856
 ING European Real Estate(1)                    $          153         529          930          2,052
 ING Foreign(1)                                 $          125         390          676          1,489
 ING Greater China                              $          169         523          902          1,965
 ING Index Plus International Equity(1)         $           90         274          474          1,052
 ING International Capital Appreciation(1)      $          117         361          624          1,376
 ING International Equity Dividend(1)           $          117         344          589          1,292
 ING International Growth Opportunities         $          130         406          702          1,545
 ING International Real Estate(1)               $          127         399          691          1,522
 ING International SmallCap Multi-Manager       $          122         381          660          1,455
 ING International Value                        $          125         390          676          1,489
 ING International Value Choice(1)              $          133         400          688          1,506
 ING International Value Opportunities(1)       $          117         486          880          1,983
 ING Emerging Markets Fixed Income(1)           $           94         276          474          1,045
 ING Global Bond(1)                             $           62         219          390            884


CLASS Q


FUND                                                       1 YEAR      3 YEARS      5 YEARS      10 YEARS
---------------------------------------------             --------    ---------    ---------    ---------
 ING Global Value Choice                          $         143          443          766          1,680
 ING Emerging Countries                           $         184          569          980          2,127
 ING Foreign                                      $         150          465          803          1,757
 ING International Growth Opportunities           $         155          480          829          1,813
 ING International SmallCap Multi-Manager(1)      $         148          459          792          1,735
 ING International Value                          $         151          468          808          1,768



CLASS W




FUND                                                    1 YEAR      3 YEARS      5 YEARS      10 YEARS
------------------------------------------             --------    ---------    ---------    ---------
 ING Global Equity Dividend                    $         103          322          558          1,236
 ING Global Natural Resources                  $         121          378          654          1,443
 ING Global Real Estate                        $         107          334          579          1,283
 ING Emerging Countries                        $         167          517          892          1,944
 ING Foreign                                   $         133          415          718          1,579
 ING International Equity Dividend             $         117          354          599          1,301
 ING International Real Estate(1)              $         127          398          690          1,521
 ING International SmallCap Multi-Manager      $         127          397          686          1,511


--------------------------------------------------------------------------------

(1)   The Example reflects the expense limitation agreements/waivers for the
      one-year period and the first year of the three-, five-, and ten-year
      periods.

48  What You Pay to Invest


HOW TO PURCHASE SHARES                                        SHAREHOLDER GUIDE
--------------------------------------------------------------------


ING PURCHASE OPTIONS
You may select from up to seven separate classes of shares. Class A, Class B,
Class C, Class I, Class O, Class Q and Class W shares. Class A, Class B, Class
C and Class O shares are not offered in this Prospectus.


CLASS I SHARES
The minimum initial investment for Class I shares is $250,000. Class I shares
are available only to (i) qualified retirement plans such as 401(a), 401(k) or
other defined contribution plans and defined benefit plans; (ii) insurance
companies and foundations investing for their own account; (iii) wrap programs
offered by broker-dealers and financial institutions; (iv) accounts of or
managed by trust departments; (v) retirement plans affiliated with ING Groep
N.V.; (vi) ING Groep N.V. affiliates for purposes of corporate cash management;
and (vii) by other ING Funds in the ING Family of Funds.

CLASS Q SHARES
The minimum initial investment for Class Q shares is $100,000. Class Q shares
are offered at net asset value ("NAV") without a sales charge to: (i) qualified
retirement plans such as 401(a), 401(k) or other defined contribution plans and
defined benefit plans; (ii) insurance companies and foundations investing for
their own account; (iii) wrap programs offered by broker-dealers and financial
institutions; (iv) accounts of or managed by trust departments; (v) retirement
plans affiliated with ING Groep N.V.; (vi) ING Groep N.V. affiliates for
purposes of corporate cash management; and (vii) by other ING Funds in the ING
Family of Funds.

If you are a participant in a qualified retirement plan, you should make
purchases through your plan administrator or sponsor, who is responsible for
transmitting orders.


CLASS W SHARES
The minimum initial investment for Class W shares is $1,000. Class W shares are
available only to: (i) wrap programs offered by broker-dealers and financial
institutions; (ii) retirement plans affiliated with ING Groep N.V. ("ING
Groep") (NYSE: ING); (iii) ING Groep affiliates for purposes of corporate cash
management; and (iv) by other ING Funds in the ING Family of Funds.


There are no investment minimums for any subsequent purchases.

Make your investment using the methods outlined in the table on the right.


More information may be found on the Funds' website by going to
www.ingfunds.com, clicking on the "Forms & Literature" link, and then slecting
"Shareholder Guides" from the "Prospectuses & Reports" category and selecting
the appropriate Fund link. Certain Funds offer additional classes that are not
available in this Prospectus that may be more appropriate for you. Please
review the disclosure about all of the available Fund classes carefully. Before
investing, you should discuss which share class may be right for you with your
investment professional and review the prospectus for that share class.

The Funds and ING Funds Distributor, LLC ("Distributor") reserve the right to
reject any purchase order. Please note that cash, travelers checks, third-party
checks, money orders and checks drawn on non-U.S. banks (even if payment may be
effected through a U.S. bank) generally will not be accepted. The Funds and the
Distributor reserve the right to waive minimum investment amounts. Waiver of
the minimum investment amount can increase operating expenses of the Funds. The
Funds and the Distributor reserve the right to liquidate sufficient shares to
recover annual transfer agent fees or to close your account and redeem your
shares should you fail to maintain your account value at a minimum of $250,000,
$100,000 or $1,000 for Class I, Class Q and Class W shares, respectively.


ING International Value Fund is closed to new investments except for shares
purchased: (1) through the reinvestment of dividends and distributions; (2) by
401(k), 403(b) and 457 plans that have selected the Fund as an investment
option prior to June 28, 2002; (3) by shareholders participating in mutual fund
wrap fee programs who invested in the Fund prior to June 28, 2002; (4) by new
401(k), 403(b) and 457 plans and new shareholders participating in mutual fund
wrap fee programs subject to approval by the Adviser and Sub-Adviser based on
their assessment of the Fund's ability to invest the monies consistent with the
Fund's objective in light of market conditions, the size of the purchase and
other relevant factors relating to the Fund; (5) by certain institutional and
separately managed account investors that are pre-existing clients of the
Sub-Adviser; or (6) by employees of the Adviser or Sub-Adviser and their
affiliates. Proof of eligibility may be required. Institutional and separately
managed account investors that are pre-existing clients of the Sub-Adviser and
employees of the Adviser or Sub-Adviser and their affiliates must identify
themselves as such at the time of purchase. Failure to do so may result in a
rejection of the purchase.


                               Initial                   Additional
      Method               Investment                  Investment
 BY CONTACTING        An investment               Visit or consult an
 YOUR               professional with an        investment
 INVESTMENT         authorized firm can         professional.
 PROFESSIONAL       help you establish and
                    maintain your account.
 BY MAIL              Visit or consult an         Fill out the Account
                    investment                  Additions form
                    professional. Make          included on the bottom
                    your check payable to       of your account
                    the ING Funds and mail      statement along with
                    it, along with a            your check payable to
                    completed Account           ING Funds and mail
                    Application. Please         them to the address on
                    indicate your               the account statement.
                    investment                  Remember to write
                    professional on the         your account number
                    New Account                 on the check.
                    Application.
 BY WIRE              Call the ING                Wire the funds in the
                    Operations                  same manner described
                    Department at               under "Initial
                    (800) 922-0180              Investment."
                    and select Option 4 to
                    obtain an account
                    number and indicate
                    your investment
                    professional on the
                    account.
                    Instruct your bank to
                    wire funds to the Fund
                    in the care of:
                    State Street Bank
                    and Trust Company
                    ABA # 011000028
                    Boston, MA
                    credit to:
                    __________
                    (the Fund)
                    A/C #75000216; for
                    further credit to
                    Shareholder
                    A/C #
                    __________
                    (A/C # you received
                    over the telephone)
                    Shareholder Name:

                    __________
                    (Your Name Here)
                    After wiring funds
                    you must complete
                    the Account
                    Application and send
                    it to:
                    ING Funds
                    P.O. Box 219368
                    Kansas City, MO
                    64121-9368


[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                                                         Shareholder Guide    49


SHAREHOLDER GUIDE                    HOW TO PURCHASE SHARES
--------------------------------------------------------------------------------

CUSTOMER IDENTIFICATION
To help the government fight the funding of terrorism and money laundering
activities, federal law requires all financial institutions to obtain, verify
and record information that identifies each person that opens an account, and
to determine whether such person's name appears on government lists of known or
suspected terrorists and terrorist organizations.

What this means for you: The Funds, the Distributor, or a third-party selling
you the Funds must obtain the following information for each person that opens
an account:

o  Name;

o  Date of birth (for individuals);

o  Physical residential address (although post office boxes are still permitted
   for mailing); and

o  Social security number, taxpayer identification number, or other identifying
   number.

You may also be asked to show your driver's license, passport or other
identifying documents in order to verify your identity. In addition, it may be
necessary to verify your identity by cross-referencing your identification
information with a consumer report or other electronic database. Additional
information may be required to open accounts for corporations and other
non-natural persons.

FEDERAL LAW PROHIBITS THE FUNDS, THE DISTRIBUTOR AND OTHER FINANCIAL
INSTITUTIONS FROM OPENING ACCOUNTS UNLESS THEY RECEIVE THE MINIMUM IDENTIFYING
INFORMATION LISTED ABOVE. THEY ALSO MAY BE REQUIRED TO CLOSE YOUR ACCOUNT IF
THEY ARE UNABLE TO VERIFY YOUR IDENTITY WITHIN A REASONABLE TIME.

FREQUENT TRADING - MARKET TIMING

The Funds are intended for long-term investment and not as short-term trading
vehicles. Accordingly, organizations or individuals that use market timing
investment strategies should not purchase shares of the Funds. The Funds
reserve the right, in their sole discretion and without prior notice, to
reject, restrict or refuse purchase orders whether directly or by exchange,
including purchase orders that have been accepted by a shareholder's or
retirement plan participant's intermediary, that the Funds determine not to be
in the best interest of the Funds.

The Funds believe that market timing or frequent, short-term trading in any
account, including a retirement plan account, is not in the best interest of
the Funds or their shareholders. Due to the disruptive nature of this activity,
it can adversely affect the ability of the Adviser or Sub-Adviser to invest
assets in an orderly, long-term manner. Frequent trading can raise Fund
expenses through: increased trading and transaction costs; increased
administrative costs; and lost opportunity costs. This in turn can have an
adverse effect on Fund performance.

Because the Funds invest in foreign securities, they may present greater
opportunities for market timers and thus be at a greater risk for excessive
trading. If an event occurring after the close of a foreign market, but before
the time a Fund computes its current NAV, causes a change in the price of the
foreign security and such price is not reflected in the Fund's current NAV,
investors may attempt to take advantage of anticipated price movements in
securities held by the Funds based on such pricing discrepancies. This is often
referred to as "price arbitrage." Such price arbitrage opportunities may also
occur in funds which do not invest in foreign securities. For example, if
trading in a security held by a Fund is halted and does not resume prior to the
time the Fund calculates its NAV such "stale pricing" presents an opportunity
for investors to take advantage of the pricing discrepancy. Similarly, Funds
that hold thinly-traded securities, such as certain small-capitalization
securities, may be exposed to varying levels of pricing arbitrage. The Funds
have adopted fair valuation policies and procedures intended to reduce the
Funds' exposure to price arbitrage, stale pricing and other potential pricing
discrepancies. However, to the extent that a Fund's NAV does not immediately
reflect these changes in market conditions, short-term trading may dilute the
value of Fund shares which negatively affects long-term shareholders.

The Funds' Board of Trustees ("Board") has adopted policies and procedures
designed to deter frequent, short-term trading in shares of the Funds.
Consistent with this policy, the Funds monitor trading activity. Shareholders
may make exchanges among their accounts with ING Funds 4 times each year. All
exchanges occurring on the same day for all accounts (individual, IRA, 401(k),
etc.) beneficially owned by the same shareholder will be treated as a single
transaction for these purposes. 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 Funds
reserve 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
Funds also reserve the right to modify the frequent trading - market timing
policy at any time without prior notice depending on the needs of the Funds
and/or state or federal regulatory requirements.

If an activity is identified as problematic after further investigation, the
Funds reserve the right to take any necessary action to deter such activity.
Such action may include, but not be limited to: rejecting additional purchase
orders, whether directly or by exchange; extending settlement of a redemption
up to seven days; rejecting all purchase orders from broker-dealers or their
registered representatives suspected of violating the Funds' frequent trading
policy; or termination of the selling group agreement or other agreement with
broker-dealers or other financial intermediaries associated with frequent
trading.

Although the restrictions described above are designed to discourage frequent,
short-term trading, none of them alone, nor all of them taken together, can
eliminate the possibility that frequent, short-term trading activity in the
Funds will occur. Moreover, in enforcing such restrictions, the Funds are often
required to make decisions that are inherently subjective. The

50    Shareholder Guide


HOW TO PURCHASE SHARES                                        SHAREHOLDER GUIDE
--------------------------------------------------------------------

Funds strive to make these decisions to the best of their abilities in a manner
that they believe is in the best interest of shareholders.

Shareholders may invest in the Funds through omnibus account arrangements with
financial intermediaries. Omnibus accounts permit intermediaries to aggregate
transactions. Such intermediaries include broker-dealers, banks, investment
advisers, record keepers, retirement plans, and fee-based accounts such as wrap
fee programs. Omnibus accounts generally do not identify customers' trading
activity on an individual basis. The Funds' administrator now has agreements
which require such intermediaries to provide detailed account infomation,
including trading history, upon request of the Funds.

In some cases, the Funds will rely on the intermediaries' excessive trading
policies and such policies shall define the trading activity in which the
shareholder may engage. This shall be the case where the Funds are used in
certain retirement plans offered by affiliates. With trading information
received as a result of agreements, the Funds may make a determination that
certain trading activity is harmful to the Funds and their shareholders even if
such activity is not strictly prohibited by the intermediaries' excessive
trading policy. As a result, a shareholder investing directly or indirectly in
the Funds may have their trading privileges suspended without violating the
stated excessive trading policy of the intermediary.

[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                                                         Shareholder Guide    51


SHAREHOLDER GUIDE                    HOW TO PURCHASE SHARES
--------------------------------------------------------------------------------


DISTRIBUTION AND SHAREHOLDER SERVICE FEES - CLASS Q SHARES


To pay for the cost of promoting ING Global Value Choice Fund, ING Emerging
Countries Fund, ING Foreign Fund, ING International Fund, ING International
SmallCap Multi-Manager Fund and ING International Value Fund and servicing your
shareholder account, each Fund has adopted a Rule 12b-1 plan for Class Q
shares, which requires fees to be paid out of the assets of the class on an
on-going basis. Each Fund pays a service fee at an annual rate of 0.25% of the
average daily net assets of the Class Q shares of the Fund. Because the fees
are paid on an on-going basis, over time these fees will increase the cost of
your investment and may cost you more than paying other types of sales charges.

HOW WE COMPENSATE INTERMEDIARIES FOR SELLING ING MUTUAL FUNDS

ING mutual funds are distributed by ING Funds Distributor, LLC ("Distributor").
The Distributor is a broker-dealer that is licensed to sell securities. The
Distributor generally does not sell directly to the public but sells and
markets its products through intermediaries such as other broker-dealers. Each
ING mutual fund also has an investment adviser ("Adviser") which is responsible
for managing the money invested in each of the mutual funds. Both of these
entities (collectively, "ING") may compensate an intermediary for selling ING
mutual funds.

Only persons licensed with the Financial Industry Regulatory Authority
("FINRA") as a registered representative (often referred to as a broker or
financial advisor) and associated with a specific broker-dealer may sell an ING
mutual fund to you. The Distributor has agreements in place with each of these
broker-dealers defining specifically what those broker-dealers will be paid for
the sale of a particular ING mutual fund. Those broker-dealers then pay the
registered representative who sold you the mutual fund some or all of what they
receive from ING. They may receive a payment when the sale is made and can, in
some cases, continue to receive payments while you are invested in the mutual
fund.

The Funds' Adviser or the Distributor, out of its own resources and without
additional cost to a Fund or its shareholders, may provide additional cash or
non-cash compensation to intermediaries selling shares of a Fund including
affiliates of the Adviser and the Distributor. These amounts would be in
addition to the distribution payments made by a Fund under the distribution
agreements. The payments made under these arrangements are paid by the Adviser
or the Distributor. Additionally, if a fund is not sub-advised or is
sub-advised by an ING entity, ING may retain more revenue than on those funds
it must pay to have sub-advised by non-affiliated entities. Management
personnel of ING may receive additional compensation if the overall amount of
investments in funds advised by ING meets certain target levels or increases
over time.

The Distributor may pay, from its own resources, additional fees to these
broker-dealers or other financial institutions including affiliated entities.
These additional fees paid to intermediaries may take the following forms: (1)
a percentage of that entity's customer assets invested in ING mutual funds; (2)
a percentage of that entity's gross sales; or (3) some combination of these
payments. These payments may, depending on the broker-dealer's satisfaction of
the required conditions, be periodic and may be up to: (1) 0.30% per annum of
the value of a Fund's shares held by the broker-dealer's customers; or (2)
0.20% of the value of a Fund's shares sold by the broker-dealer during a
particular period. In accordance with these practices, if that initial
investment averages a value of $10,000 over the year, the Distributor could pay
a maximum of $30 on those assets. If you invested $10,000, the Distributor
could pay a maximum of $20 for that sale.

The Funds' Adviser or the Distributor may provide additional cash or non-cash
compensation to third parties selling our mutual funds including affiliated
companies. This may take the form of cash incentives and non-cash compensation
and may include, but is not limited to: cash; merchandise; trips; occasional
entertainment; meals or tickets to a sporting event; client appreciation
events; payment for travel expenses (including meals and lodging) to
pre-approved training and education seminars; and payment for advertising and
sales campaigns. The Distributor may also pay concessions in addition to those
described above to broker-dealers so that ING mutual funds are made available
by those broker-dealers for their customers. The Sub-Adviser of a Fund may
contribute to non-cash compensation arrangements.

Not all mutual funds pay the same amount to the broker-dealers who sell their
mutual funds. Broker-dealers can receive different payments based on the mutual
funds they offer, the companies with whom they are doing business, and how much
they sell. What these broker-dealers are paid also varies depending on the
class of mutual fund you purchase.

The top 25 firms we paid to sell our mutual funds as of the end of the last
calendar year are: A.G. Edwards & Sons, Inc.; Bear Stearns Securities Corp;
Charles Schwab & Co; Citigroup Global Markets; Directed Services LLC; Financial
Network Investment; First Clearing, LLC; H&R Block Financial Advisors; ING
DIRECT Securities, Inc.; ING Financial Advisors; ING Life Insurance and Annuity
Company; Linsco Private Ledger Financial; Merrill Lynch; MS & Co. ("Morgan
Stanley"); Multi Financial Securities; National Financial Services Corp;
Oppenheimer & Co.; Pershing, LLC; Primevest Financial Services, Inc.;
Prudential Investment Management Services; Raymond James Financial Services;
RBC Dain Rauscher, Inc.; UBS Financial Services, Inc.; Wachovia Securities; and
Wells Fargo Investments.

Your registered representative or broker-dealer could have a financial interest
in selling you a particular mutual fund, or the mutual funds of a particular
company, to increase the

52    Shareholder Guide


HOW TO REDEEM SHARES                                          SHAREHOLDER GUIDE
--------------------------------------------------------------------

compensation they receive. Please make sure you read fully each mutual fund
prospectus and discuss any questions you have with your registered
representative.

RETIREMENT PLANS - CLASS I SHARES

The Funds have available prototype qualified retirement plans for corporations
and self-employed individuals. They also have available prototype IRA, Roth IRA
and Simple IRA plans (for both individuals and employers), Simplified Employee
Pension Plans, Pension and Profit Sharing Plans and Tax Sheltered Retirement
Plans for employees of public educational institutions and certain non-profit,
tax-exempt organizations. State Street Bank and Trust Company ("SSB") acts as
the custodian under these plans. For further information, contact the
Shareholder Services Representative at 1-800-992-0180. SSB currently receives a
$12 custodial fee annually for the maintenance of such accounts.

RETIREMENT PLANS - CLASS Q SHARES

You may invest in each Fund that offers Class Q shares through various
retirement plans, including IRAs, Simplified Employee Plan ("SEP") IRAs, Roth
IRAs, 403(b) plans, 457 plans, and all qualified retirement plans. For further
information about any of the plans, agreements, applications and annual fees,
contact the Distributor, your investment professional or plan sponsor. To
determine which retirement plan is appropriate for you, consult your tax
adviser. For further information, contact a Shareholder Services Representative
at (800) 992-0180.

If you are a participant in a qualified retirement plan, you should make
redemptions through your plan administrator or sponsor, who is responsible for
transmitting orders.

All other shareholders may redeem shares by using the methods outlined in the
table on the right.

Under unusual circumstances, a Fund may suspend the right of
redemption as allowed by federal securities laws.

[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                                                         Shareholder Guide    53


SHAREHOLDER GUIDE                        HOW TO REDEEM SHARES
--------------------------------------------------------------------------------

SYSTEMATIC WITHDRAWAL PLAN

.  You may elect to make periodic withdrawals from your account on a regular
   basis.


.  Your account must have a current value of at least $250,000, $100,000 or
   $1,000 for Class I, Class Q and Class W shares, respectively.


.  Minimum withdrawal amount is $1,000.

.  You may choose from monthly, quarterly, semi-annual or annual payments.

For additional information, contact a Shareholder Services Representative,
refer to the Account Application or the SAI.

PAYMENTS

Normally, payment for shares redeemed will be made within three days after
receipt by the Transfer Agent of a written request in good order. Each Fund has
the right to take up to seven days to pay your redemption proceeds, and may
postpone payment longer in the event of an economic emergency as determined by
the SEC. When you place a request to redeem shares for which the purchase money
has not yet been collected, the request will be executed at the next determined
NAV, but a Fund will not release the proceeds until your purchase payment
clears. This may take up to 15 days or more. To reduce such delay, purchases
should be made by bank wire or federal funds.

Each Fund normally intends to pay in cash for all shares redeemed, but under
abnormal conditions that make payment in cash unwise, a Fund may make payment
wholly or partly in securities at their then current market value equal to the
redemption price. In such case, a Fund could elect to make payment in
securities for redemptions in excess of $250,000 or 1% of its net assets during
any 90-day period for any one shareholder. An investor may incur brokerage
costs in converting such securities to cash.

             Method                                 Procedures
 BY CONTACTING YOUR            You may redeem shares by contacting your
 INVESTMENT PROFESSIONAL      investment professional. Investment
                              professionals may charge for their services
                              in connection with your redemption
                              request but neither the Fund nor the
                              Distributor imposes any such charge.
 BY MAIL                       Send a written request specifying the Fund
                              name and share class, your account
                              number, the name(s) in which the account
                              is registered, and the dollar value or
                              number of shares you wish to redeem to:
                              ING Funds
                              P.O. Box 219368
                              Kansas City, MO 64121-9368
                              If certificated shares have been issued, the
                              certificate must accompany the written
                              request. Corporate investors and other
                              associations must have an appropriate
                              certification on file authorizing
                              redemptions. A suggested form of such
                              certification is provided on the Account
                              Application. A signature guarantee may be
                              required.
 BY TELEPHONE -                You may redeem shares by telephone on
 EXPEDITED REDEMPTION         all accounts other than retirement
                              accounts unless you check the box on the
                              Account Application which signifies that
                              you do not wish to use telephone
                              redemptions. To redeem by telephone, call
                              the Shareholder Services Representative at
                              (800) 992-0180.
                              RECEIVING PROCEEDS BY CHECK:
                              You may have redemption proceeds (up to
                              a maximum of $100,000) mailed to an
                              address which has been on record with ING
                              Funds for at least 30 days.
                              RECEIVING PROCEEDS BY WIRE:
                              You may have redemption proceeds
                              (subject to a minimum of $5,000) wired to
                              your pre-designated bank account. You will
                              not be able to receive redemption
                              proceeds by wire unless you check the box
                              on the Account Application which signifies
                              that you wish to receive redemption
                              proceeds by wire and attach a voided
                              check. Under normal circumstances,
                              proceeds will be transmitted to your bank
                              on the business day following receipt of
                              your instructions provided redemptions
                              may be made. In the event that share
                              certificates have been issued, you may not
                              request a wire redemption by telephone.

54    Shareholder Guide


TRANSACTION POLICIES                                          SHAREHOLDER GUIDE
--------------------------------------------------------------------

NET ASSET VALUE

The NAV per share for each class of each Fund is determined each business day
as of the close of regular trading ("Market Close") on the New York Stock
Exchange ("NYSE") (normally 4:00 p.m. Eastern time unless otherwise designated
by the NYSE). The Funds are open for business every day the NYSE is open. The
NYSE is closed on all weekends and on all national holidays and Good Friday.
Fund shares will not be priced on those days. The NAV per share of each class
of each Fund is calculated by taking the value of the Fund's assets
attributable to that class, subtracting the Fund's liabilities attributable to
that class, and dividing by the number of shares of that class that are
outstanding.

In general, assets are valued based on actual or estimated market value, with
special provisions for assets not having readily available market quotations
and short-term debt securities, and for situations where market quotations are
deemed unreliable. Investments in securities maturing in 60 days or less are
valued at amortized cost, which, when combined with accrued interest,
approximates market value. Securities prices may be obtained from automated
pricing services. Shares of investment companies held by the Funds will
generally be valued at the latest NAV reported by that investment company. The
prospectuses for those investment companies explain the circumstances under
which they will use fair value pricing and the effects of using fair value
pricing.

Trading of foreign securities may not take place every day the NYSE is open.
Also, trading in some foreign markets and on some electronic trading networks
may occur on weekends or holidays when a Fund's NAV is not calculated. As a
result, the NAV of a Fund may change on days when shareholders will not be able
to purchase or redeem a Fund's shares.

When market quotations are not available or are deemed unreliable, a Fund will
use a fair value for the security that is determined in accordance with
procedures adopted by a Fund's Board. The types of securities for which such
fair value pricing might be required include, but are not limited to:

.  Foreign securities, where a foreign security whose value at the close of the
   foreign market on which it principally trades likely would have changed by
   the time of the close of the NYSE, or the closing value is otherwise deemed
   unreliable;

.  Securities of an issuer that has entered into a restructuring;

.  Securities whose trading has been halted or suspended;

.  Fixed-income securities that have gone into default and for which there are
   no current market value quotations; and

.  Securities that are restricted as to transfer or resale.

The Funds or the Adviser may rely on the recommendations of a fair value
pricing service approved by the Funds' Board in valuing foreign securities.
Valuing securities at fair value involves greater reliance on judgment than
valuing securities that have readily available market quotations. The Adviser
makes such determinations in good faith in accordance with procedures adopted
by the Funds' Board. Fair value determinations can also involve reliance on
quantitative models employed by a fair value pricing service. There can be no
assurance that a Fund could obtain the fair value assigned to a security if it
were to sell the security at approximately the time at which the Fund
determines its NAV per share.

PRICE OF SHARES

When you buy shares, you pay the NAV plus any applicable sales charge. When you
sell shares, you receive the NAV minus any applicable CDSC. Exchange orders are
effected at NAV.

EXECUTION OF REQUESTS

Purchase and sale requests are executed at the next NAV determined after the
order is received in proper form by the Transfer Agent or the Distributor. A
purchase order will be deemed to be in proper form when all of the required
steps set forth above under "How to Purchase Shares" have been completed. If
you purchase by wire, however, the order will be deemed to be in proper form
after the telephone notification and the federal funds wire have been received.
If you purchase by wire, you must submit an application form in a timely
fashion. If an order or payment by wire is received after Market Close, the
shares will not be credited until the next business day. For your transaction
to be counted on the day you place your order with your broker-dealer or other
financial institution, they must receive your order before Market Close and
promptly transmit the order to the Transfer Agent or the Distributor.


You will receive a confirmation of each new transaction in your account, which
also will show you the number of Fund shares you own including the number of
shares being held in safekeeping by the Transfer Agent for your account. You
may rely on these confirmations in lieu of certificates as evidence of your
ownership.


TELEPHONE ORDERS

The Funds and their Transfer Agent will not be responsible for the authenticity
of phone instructions or losses, if any, resulting from unauthorized
shareholder transactions if they reasonably believe that such instructions were
genuine. The Funds and their Transfer Agent have established reasonable
procedures to confirm that instructions communicated by telephone are genuine.
These procedures include recording telephone instructions for exchanges and
expedited redemptions, requiring the caller to give certain specific
identifying information, and providing written confirmation to shareholders of
record not later than five days following any such telephone transactions. If
the Funds and their Transfer Agent do not employ these procedures, they may be
liable for any losses due to unauthorized or fraudulent telephone instructions.

[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                                                         Shareholder Guide    55


SHAREHOLDER GUIDE                                TRANSACTION POLICIES
--------------------------------------------------------------------------------

EXCHANGES

You may exchange shares of a Fund for shares of the same class of any other ING
Fund that offers those shares. You should review the prospectus of the ING Fund
you intend to exchange into before exchanging your shares.

The total value of shares being exchanged must at least equal the minimum
investment requirement of the ING Fund into which they are being exchanged.
Exchanges of shares are sales and may result in a gain or loss for federal and
state income tax purposes.


If you exchange into ING Senior Income Fund, your ability to sell or liquidate
your investment will be limited. ING Senior Income Fund is a closed-end
interval fund and does not redeem its shares on a daily basis, and it is not
expected that a secondary market for ING Senior Income Fund's share will
develop, so you will not be able to sell them through a broker or other
investment professional. To provide a measure of liquidity, ING Senior Income
Fund will normally make monthly repurchase offers for not less than 5% of its
outstanding common shares. If more than 5% of the ING Senior Income Fund's
common shares are tendered, you may not be able to completely liquidate your
holdings in any one month. You also would not have liquidity between these
monthly repurchase dates. Investors exercising the exchange privilege into ING
Senior Income Fund should carefully review the prospectus of that fund.
Investors may obtain a copy of ING Senior Income Fund prospectus or any other
ING Fund prospectus by calling (800) 992-0180 or by going to www.ingfunds.com.


In addition to the Funds available in this Prospectus, the Distributor offers
many other funds. Shareholders exercising the exchange privilege with any other
ING Fund should carefully review the prospectus of that fund before exchanging
their shares. For a list of the other funds offered by the Distributor, please
see the inside back cover of this Prospectus. Investors may obtain a copy of a
prospectus of any ING Fund not discussed in this Prospectus by calling (800)
992-0180 or by going to www.ingfunds.com.

You will automatically have the ability to request an exchange by calling a
Shareholder Services Representative unless you mark the box on the Account
Application that indicates that you do not wish to have the telephone exchange
privilege. A Fund may change or cancel its exchange policies at any time, upon
60 days' prior written notice to shareholders.

SYSTEMATIC EXCHANGE PRIVILEGE (NON-RETIREMENT ONLY FOR CLASS Q)

With an initial account balance of at least $5,000 and subject to the
information and limitations outlined above, you may elect to have a specified
dollar amount of shares systematically exchanged, monthly, quarterly,
semi-annually or annually (on or about the 10th of the applicable month), from
your account to an identically registered account in the same class of any
other open-end ING Fund, except ING Corporate Leaders Trust Fund. This exchange
privilege may be modified at any time or terminated upon 60 days' written
notice to shareholders.

SMALL ACCOUNTS

Due to the relatively high cost of handling small investments, the Funds
reserve the right upon 30 days' prior written notice to redeem, at NAV, the
shares of any shareholder whose account has a total value that is less than the
Fund minimum. Before a Fund redeems such shares and sends the proceeds to the
shareholder, it will notify the shareholder that the value of the shares in the
account is less than the minimum amount allowed and will allow the shareholder
30 days to make an additional investment in an amount that will increase the
value of the account to at least the minimum before the redemption is
processed. Your account will not be closed if its drop in value is due to Fund
performance.

ACCOUNT ACCESS

Unless your Fund shares are held through a third-party fiduciary or in an
omnibus registration at your bank or brokerage firm, you may be able to access
your account information over the internet at www.ingfunds.com, or via a touch
tone telephone by calling (800) 992-0180 and selecting Option 1. Should you
wish to speak with a Shareholder Services Representative, you may call the
toll-free number listed above and select Option 2.

PRIVACY POLICY

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

HOUSEHOLDING

To reduce expenses, we may mail only one copy of a Fund's prospectus and each
annual and semi-annual shareholder report to those addresses shared by two or
more accounts. If you wish to receive individual copies of these documents,
please call us at (800) 992-0180 or speak to your investment professional. We
will begin sending you individual copies thirty days after receiving your
request.

PORTFOLIO HOLDINGS DISCLOSURE POLICY

A description of the policies and procedures with respect to the disclosure of
each Fund's portfolio securities is available in the SAI. Each Fund posts its
portfolio holdings schedule on its website on a calendar-quarter basis and
makes it available on the first day of the second month in the next quarter.
The portfolio holdings schedule is as of the last day of the month preceding
the quarter-end (e.g., each Fund will post the quarter ending June 30 holdings
on August 1). Each Fund's portfolio holdings schedule will, at a minimum,
remain available on the Funds' website until the Funds file a Form N-CSR or
Form N-Q with the SEC for the period that includes the date as of which the
website information is current. The Funds' website is located at
www.ingfunds.com.

56    Shareholder Guide


ADVISER AND SUB-ADVISERS                    MANAGEMENT OF THE FUNDS
--------------------------------------------------------------------

ADVISER
ING INVESTMENTS, LLC ("ING INVESTMENTS" OR "ADVISER"), an Arizona limited
liability company, serves as the investment adviser to each of the Funds. ING
Investments has overall responsibility for the management of the Funds. ING
Investments oversees all investment advisory and portfolio management services
for each Fund.

ING Investments is registered with the SEC as an investment adviser. ING
Investments is an indirect, wholly-owned subsidiary of ING Groep N.V. ("ING
Groep"). ING Groep is one of the largest financial services organizations in
the world with approximately 120,000 employees. Based in Amsterdam, ING Groep
offers an array of banking, insurance and asset management services to both
individual and institutional investors. ING Investments became an investment
management firm in April, 1995.


As of December 31, 2007 ING Investments managed approximately $54 billion in
assets.


The principal address of ING Investments is 7337 East Doubletree Ranch Road,
Scottsdale, Arizona 85258.

ING Investments receives a monthly fee for its services based on the average
daily net assets of each of the Funds.


The following table shows the aggregate annual management fee paid by the Funds
(except ING Asia-Pacific Real Estate Fund and ING European Real Estate Fund)
for the most recent fiscal year and to be paid by ING Asia-Pacific Real Estate
Fund and ING European Real Estate Fund as a percentage of that Fund's average
daily net assets:



FUND                                            MANAGEMENT FEES
 ING Global Equity Dividend                              0.70%
 ING Global Natural Resources                            0.85
 ING Global Real Estate                                  0.74
 ING Global Value Choice                                 1.00
 ING Asia-Pacific Real Estate(1)                         1.00
 ING Disciplined International SmallCap(2)               0.60
 ING Emerging Countries                                  1.25
 ING European Real Estate (1)                            1.00
 ING Foreign                                             0.98
 ING Greater China                                       1.15
 ING Index Plus International Equity                     0.55
 ING International Capital Appreciation                  0.85
 ING International Equity Dividend(2)                    0.75
 ING International Growth Opportunities                  1.00
 ING International Real Estate                           0.97
 ING International SmallCap Multi-Manager                0.95
 ING International Value                                 1.00
 ING International Value Choice                          1.00
 ING International Value Opportunities(2)                0.80
 ING Emerging Markets Fixed Income                       0.65
 ING Global Bond                                         0.40


(1)   Because the Funds had not commenced operations, as of the fiscal year
      ended, October 31, 2007, the management fee for these Funds reflects the
      current contract rate.

(2)   Because the Funds had not had a full year of operations, as of the fiscal
      year ended, October 31, 2007, the management fee for these Funds reflects
      the current contract rate.


For information regarding the basis for the Board's approval of the investment
advisory and investment sub-advisory relationships for each of the Funds
(except ING International Equity Dividend Fund), please refer to the Funds'
semi-annual shareholder report that will be dated April 30, 2008. For
information regarding the basis for the Board's approval of the investment
advisory and investment sub-advisory relationships for ING International Equity
Dividend Fund, please refer to the Fund's annual shareholder report dated
October 31, 2007.


SUB-ADVISERS

ING Investments has engaged one or more sub-advisers to provide the day-to-day
management of each Fund's portfolio. Some of these sub-advisers are affiliates
of ING Investments, and some are independent.


ING Investments acts as a "manager-of-managers" for ING Global Natural
Resources Fund, ING Global Value Choice Fund, ING Asia-Pacific Real Estate
Fund, ING Disciplined International SmallCap Fund, ING Emerging Countries Fund,
ING European Real Estate Fund, ING Foreign Fund, ING Greater China Fund, ING
Index Plus International Equity Fund, ING International Equity Dividend Fund,
ING International Capital Appreciation Fund, ING International Real Estate
Fund, ING International SmallCap Multi-Manager Fund, ING International Value
Choice Fund, ING International Value Opportunities Fund, ING Emerging Markets
Fixed Income Fund and ING Global Bond Fund (collectively, "Manager-of-Managers
Funds").

ING Investments delegates to the sub-advisers of the Manager-of-Managers Funds
the responsibility for investment management, subject to ING Investments'
oversight. ING Investments is responsible for monitoring the investment program
and performance of the sub-advisers of the Manager-of-Managers Funds.

From time to time, ING Investments may also recommend the appointment of
additional sub-advisers or replacement of non-affiliated sub-advisers to the
Manager-of-Managers Funds' Board. It is not expected that ING Investments would
normally recommend replacement of affiliated sub-advisers as part of its
oversight responsibilities. The Manager-of-Managers Funds and ING Investments
have received exemptive relief from the SEC to permit ING Investments, with the
approval of the Manager-of-Managers Funds' Board, to appoint additional
non-affiliated sub-adviser or to replace an existing sub-adviser with a
non-affiliated sub-adviser as well as change the terms of a contract with a
non-affiliated sub-adviser, without submitting the contract to a vote of the
Manager-of-Managers Funds' shareholders. A Manager-of-Managers Fund will notify
shareholders of any change in the identity of the sub-adviser of the
Manager-of-Managers Fund. In this event, the names of the Manager-of-Managers
Funds and their investment strategies may also change.

Under the terms of a sub-advisory agreement, an agreement can be terminated by
either ING Investments or the Fund's Board. In the event a sub-advisory
agreement is terminated, the sub-adviser may be replaced subject to any
regulatory requirements or ING Investments may assume day-to-day investment
management of the Fund.


[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                                                   Management of the Funds    57


MANAGEMENT OF THE FUNDS              ADVISER AND SUB-ADVISERS
--------------------------------------------------------------------------------

ING GLOBAL EQUITY DIVIDEND FUND, ING INDEX PLUS INTERNATIONAL EQUITY FUND, ING
INTERNATIONAL EQUITY DIVIDEND FUND, ING INTERNATIONAL VALUE OPPORTUNITIES FUND,
AND ING EMERGING MARKETS FIXED INCOME FUND

ING INVESTMENT MANAGEMENT ADVISORS B.V.


ING Investment Management Advisors B.V. ("IIMA" or "Sub-Adviser") serves as
Sub-Adviser to ING Global Equity Dividend Fund, ING Index Plus International
Equity Fund, ING International Equity Dividend Fund, ING International Value
Opportunities Fund, and ING Emerging Markets Fixed Income Fund. IIMA is a
Netherlands corporation organized in 1896 and became an investment advisory
company in 1991. It currently has its principal offices at Prinses Beatrixlaan
15, 2595 AK The Hague, the Netherlands. IIMA is registered with the SEC as an
investment adviser. IIMA is a company organized to manage investments and
provide investment advice to entities affiliates in Canada and United States.
IIMA is an indirect, wholly-owned subsidiary of ING Groep and is an affiliate
of ING Investments. As of December 31, 2007, IIMA managed approximately $4.9
billion in assets. IIMA operates under the collective management of ING
Investment Management Europe ("IIM Europe") which had assets under management
of approximately $225 billion as of December 31, 2007.


ING GLOBAL EQUITY DIVIDEND FUND AND ING INTERNATIONAL EQUITY DIVIDEND FUND


The following individuals are jointly responsible for the day-to-day management
of ING Global Equity Dividend Fund and ING International Equity Dividend:

Nicolas Simar, Head of Value/High Dividend, is responsible for the High
Dividend and Value strategies. He has co-managed ING Global Equity Dividend
Fund since January 2006 and ING International Equity Dividend Fund since June
2007. He is responsible for stock selection. Mr. Simar started his career at
the Banque Bruxelles Lambert in 1996 (now part of ING) as an Investment Manager
of Fixed Income and moved three years later to the Equity team to manage the
Euro High Dividend strategy. Mr. Simar has 11 years of investment experience.

Moudy El Khodr, Senior Investment Manager Equities, is responsible for the
management of the global and US high dividend strategies. He has co-managed ING
Global Equity Dividend Fund since January 2006 and ING International Equity
Dividend Fund since June 2007. Mr. Khodr has been in charge of the global
investing Star fund since he joined IIMA, in March 2001. Mr. Khodr is the
portfolio manager responsible for implementing the daily investment decisions,
including placing trade orders. Prior to joining IIMA, he was an equity fund
manager at Banque Generale du Luxembourg (BGL). Mr. Khodr started his career at
the Belgian stock exchange (now Euronext Brussels) in the study & statistical
department. He has nine years of investment experience and is a European
Certified Financial Analyst.

Kris Hermie, CFA, Senior Investment Manager, joined the Value team in January
2007. He has managed ING Global Equity Dividend Fund and ING International
Equity Dividend Fund since June 2007. Prior to joining IIMA, he worked at Dexia
Asset Management where he managed value-based portfolios for pension funds and
insurance companies. Mr. Hermie began his career in 1998 at Bank Corluy where
he worked initially as an analyst and progressed to the role of Fund Manager,
managing regional Belgian funds and the Global Technology Fund.


ING INDEX PLUS INTERNATIONAL EQUITY FUND

The following individuals are jointly responsible for the day-to-day management
of ING Index Plus International Equity Fund:

Carl Ghielen, Portfolio Manager, is co-manager of the Fund and has co-managed
the Fund since 2005. He is responsible for stock selection, as well as
coordinating efforts on behalf of IIMA and certain ING affiliates'
international equity teams. Mr. Ghielen is the portfolio manager responsible
for implementing the daily investment decisions, including placing trade
orders. Mr. Ghielen has over 16 years of investment experience. Prior to
joining IIMA in 2000, he worked for a large corporate Dutch pension fund as
senior portfolio manager.

Martin Jansen, Portfolio Manager, is co-manager of the Fund and has co-managed
the Fund since 2005. He is responsible for stock selection. Mr. Jansen joined
IIMA or its affiliates in 1997 as senior manager and has over 27 years of
investment experience. Prior to joining IIMA, Mr. Jansen was responsible for
the U.S. equity and venture capital portfolios at a large corporate Dutch
pension fund.

ING INTERNATIONAL VALUE OPPORTUNITIES FUND

The following individuals are jointly responsible for the day-to-day management
of ING International Value Opportunities Fund, since February 2007:

Nicolas Simar, Senior Investment Manager Equities and Head of the Value Team,
is responsible for all Value Strategies. Mr. Simar started his career at the
Banque Bruxelles Lambert in 1996 (now part of ING) as an Investment Manager of
Fixed Income and moved in 1999 to the Equity team to manage the Euro High
Dividend strategy. Mr. Simar has 11 years of investment experience.

Frederic Degembe, Investment Manager Equities, joined ING Investment Management
in 1999 and is part of the Value Team. Mr. Degembe started his career as a
Supervisor of operational teams at the Bank of New York in 1995. Within ING
Investment Management, Mr. Degembe was responsible for the management of funds
in various sectors, European and Global, namely food and beverage, consumer
goods, prestige and luxury goods and multi-media. He holds the CEFA
qualification and is a member of the European Federation of Financial Analyst
Societies since 2001.

58    Management of the Funds


ADVISER AND SUB-ADVISERS                    MANAGEMENT OF THE FUNDS
--------------------------------------------------------------------

ING EMERGING MARKETS FIXED INCOME FUND

The following individuals are jointly responsible for the day-to-day management
of ING Emerging Markets Fixed Income Fund:


Gorky Urquieta, head of the Emerging Markets Debt ("EMD") team since May 2007,
is responsible for global emerging market debt portfolios. Mr. Urquieta has
co-managed the Fund since December 2005. Prior to becoming head of the EMD
Team, Mr. Urquieta was Deputy Head of the EMD team since 2002, with broad asset
allocation, research and trading responsibilities. Mr. Urquieta joined IIMA as
a member of the EMD team based in Atlanta in June 2000. He joined ING in 1997
as a member of Emerging Market Investors, a hedge fund manager affiliated with
ING Furman Selz Asset Management. His experience there included analysis of
sovereign and corporate bonds and loans, local currency investments and
equities. Previously with Dart Container Corporation, he formed part of a
research and trading team active in emerging and developed markets.


Daniel Eustaquio, portfolio manager of the EMD team, joined IIMA in June 1998
and has 18 years of investment experience. Mr. Eustaquio has co-managed the
Fund since May 2007.

ING GLOBAL REAL ESTATE FUND, ING ASIA-PACIFIC REAL ESTATE FUND, ING EUROPEAN
REAL ESTATE FUND AND ING INTERNATIONAL REAL ESTATE FUND

ING CLARION REAL ESTATE SECURITIES L.P.


Founded in 1969, ING Clarion Real Estate Securities L.P., ("ING CRES" or
"Sub-Adviser") serves as the Sub-Adviser to ING Global Real Estate Fund, ING
Asia-Pacific Real Estate Fund, ING European Real Estate Fund and ING
International Real Estate Fund. ING CRES, a Delaware limited partnership, is
registered with the SEC as an investment adviser. ING CRES is an indirect,
wholly-owned subsidiary of ING Groep and is an affiliate of ING Investments.
The principal address of ING CRES is 201 King of Prussia Road, Suite 600,
Radnor, PA 19087. ING CRES is in the business of providing investment advice to
institutional and individual client accounts which, as of December 31, 2007,
were valued at approximately $17.7 billion.


ING GLOBAL REAL ESTATE FUND

The following individuals are jointly responsible for the day-to-day management
of ING Global Real Estate Fund:

T. Ritson Ferguson, Chief Investment Officer ("CIO") and Portfolio Manager, has
22 years of real estate investment experience. Mr. Ferguson has managed the
Fund's portfolio since November 2001. Mr. Ferguson has served as Co-CIO and
more recently CIO of ING CRES since 1991.

Steven D. Burton, Managing Director and Portfolio Manager, is a member of ING
CRES' Investment Committee and has managed the Fund's portfolio since November
2001. He is also responsible for evaluating the investment potential of public
real estate companies outside of the U.S. Mr. Burton joined ING CRES in 1995.


Joseph P. Smith, Managing Director and Portfolio Manager, is a member of the
Investment Policy Committee and has managed the Fund since February 2007. Mr.
Smith joined ING CRES in 1997 and has 14 years of real estate investment
management experience.


ING ASIA-PACIFIC REAL ESTATE FUND, ING EUROPEAN REAL ESTATE FUND AND ING
INTERNATIONAL REAL ESTATE FUND

The following individuals are jointly responsible for the day-to-day management
of ING Asia-Pacific Real Estate Fund and ING European Real Estate Fund since
November 2007 and ING International Real Estate Fund since Feburuary 2006:

T. Ritson Ferguson, Chief Investment Officer ("CIO") and Portfolio Manager, has
22 years of real estate investment experience. Mr. Ferguson has served as
Co-CIO and more recently CIO of ING CRES since 1991.

Steven D. Burton, Managing Director and Portfolio Manager, is a member of ING
CRES' Investment Committee. He is also responsible for evaluating the
investment potential of public real estate companies outside of the U.S. Mr.
Burton joined ING CRES in 1995.

ING GREATER CHINA FUND

ING INVESTMENT MANAGEMENT ASIA/PACIFIC (HONG KONG) LIMITED


ING Investment Management Asia/Pacific (Hong Kong) Limited ("IIM Asia Pacific"
or "Sub-Adviser") serves as Sub-Adviser to ING Greater China Fund. IIM Asia
Pacific is a company belonging to ING Groep whose registered office is at 39/F
One International Finance Centre, 1 Harbour View Street, Central, Hong Kong.
IIM Asia Pacific is registered with the SEC as an investment adviser. IIM Asia
Pacific operates under the collective management of ING Investment Management
("IIM") and had assets under management of approximately $8.2 billion as of
December 31, 2007.


The following individuals are jointly responsible for the day-to-day management
of ING Greater China Fund, since December 2005:

Nick Toovey, CFA, joined IIM Asia Pacific in October 2003 as Regional Head of
Equities for Asia Pacific. Mr. Toovey oversees all investments for the Fund and
has over 22 years of experience in equity investment management. He joined IIM
Asia Pacific from Merrill Lynch Investment Managers in Singapore. Prior to that
he was with Mercury Asset Management in London, which was later acquired by
Merrill Lynch and has been responsible for the management of Asian Equity
portfolios since 1997.

Bratin Sanyal joined IIM Asia Pacific in Hong Kong as Head of Asian Equity
Investments in August 2004. He is responsible for the supervision of the
management of the Fund. Mr. Sanyal has worked for ING for 13 years in New York,
Amsterdam,

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MANAGEMENT OF THE FUNDS              ADVISER AND SUB-ADVISERS
--------------------------------------------------------------------------------

Luxembourg and The Hague and has been directly involved in the management of
Asian and emerging market equity portfolios for 11 years.

Oscar Leung Kin Fai, CFA, joined IIM Asia Pacific in August 2001 as a Senior
Investment Manager and assists with the management of the Fund. Prior to
joining IIM Asia Pacific, Mr. Leung was a Senior Investment Manager at ING Life
Insurance Co. for three years.

Michael Hon Lung Chiu, CFA, joined IIM Asia Pacific in April 2004. He is
responsible for the daily management of the Fund and for decisions relating to
purchases of individual securities. Reporting to Mr. Bratin Sanyal, Head of
Asian Equity Investments for IIM Asia Pacific, Mr. Chiu is responsible for
equity research for the North Asian markets including Taiwan, Hong Kong, China
and Korea. He is currently managing a Greater China Fund as well as Australian
based accounts which principally invest in the developed markets of Asia. Mr.
Chiu has been covering the Asian stock markets since he joined the industry 8
years ago and he contributes to the investment team in the stock selection
process. Prior to joining IIMA Asia Pacific, Mr. Chiu was an Assistant Vice
President, Asia Ex-Japan Equities, at Credit Suisse Asset Management since
2002. Before joining Credit Suisse Asset Management, he was an Investment
Analyst at Investec Guinness Flight from 1999 to 2002.

PERFORMANCE OF A SIMILAR MUTUAL FUND MANAGED BY THE IIM ASIA PACIFIC INVESTMENT
TEAM


The following tables are designed to show how a substantially similar mutual
fund ("Comparable Fund") managed by the IIM Asia Pacific investment team
managing ING Greater China Fund performed over various periods in the past. The
Comparable Fund has investment objectives, policies, and strategies
substantially similar to those of ING Greater China Fund. Annual returns of the
Comparable Fund reflect the expenses of that Fund, which may differ from the
expenses of ING Greater China Fund.


The following tables shows the returns for the Comparable Fund compared to the
Morgan Stanley Capital International All Countries Golden Dragon Index ("MSCI
All Countries Golden Dragon Index") for the one-, three-year and since inception
periods ended December 31, 2007 and on an annual basis as of December 31, of
prior years. This information is designed to demonstrate the historical track
record of the IIMA Asia Pacific investment team with respect to the Greater
China strategy. It does not indicate how ING Greater China Fund has performed or
will perform in the future. Past performance is not a guarantee of future
results.

                        AVERAGE ANNUAL TOTAL RETURNS(1)
                           (AS OF DECEMBER 31, 2007)


                                                              MSCI
                                                          ALL COUNTRIES
                                                             GOLDEN
                                        COMPARABLE           DRAGON
                                         FUND (%)          INDEX(2)(%)
                                     ---------------    ----------------
 One Year                                    42.40%              37.63%
 Three Years                                 33.94%              28.11%
 Since Inception (05/23/2003)(4)             34.19%              30.95%


                            ANNUAL TOTAL RETURNS(1)
                        (AS OF DECEMBER 31 OF EACH YEAR)


                                     MSCI
              COMPARABLE        ALL COUNTRIES
               FUND (%)             GOLDEN
               (WITH NO             DRAGON
            SALES CHARGE)        INDEX(2) (%)
           ---------------    -----------------
  2007             42.40%               37.63%
  2006             52.41%               39.06%
  2005             10.59%                9.86%
  2004             13.98%               13.98%



(1)   The performance reflected of the Comparable Fund has been calculated
      differently than the method used for calculating Fund performance
      pursuant to SEC guidelines. This presentation shows performance of a
      comparable mutual fund subadvised by IIM Asia Pacific. The gross returns
      for the Comparable Fund in the Average Annual Total Returns table and the
      Annual Total Return table were adjusted to reflect the deduction of the
      net operating expenses for Class I shares of ING Greater China Fund. Net
      operating expenses include investment advisory fees, distribution and
      service (Rule 12b-1) fees, custodial fees, brokerage commissions and
      execution costs, and other expenses, without the provision for any
      applicable federal or state income taxes.


(2)   The MSCI All Countries Golden Dragon Index is a broad-based, unmanaged
      index of common stocks traded in China, Hong Kong and Taiwan. It includes
      the reinvestment of dividends and distributions net of withholding taxes,
      but does not reflect fees, brokerage commissions or other expenses of
      investing.


(3     The index return for the MSCI All Countries Golden Dragon Index is for
      the period beginning June 1, 2003.


ING GLOBAL NATURAL RESOURCES FUND, ING DISCIPLINED INTERNATIONAL SMALLCAP FUND,
ING INTERNATIONAL GROWTH OPPORTUNITIES FUND AND ING GLOBAL BOND FUND

ING INVESTMENT MANAGEMENT CO.

ING Investment Management Co. ("ING IM" or "Sub-Adviser"), a Connecticut
corporation, serves as the Sub-Adviser to ING Global Natural Resources Fund,
ING Disciplined International SmallCap Fund, ING International Growth
Opportunities Fund and ING Global Bond Fund. ING IM is responsible for managing
the assets of each Fund in accordance with the Fund's investment objective and
policies, subject to oversight by ING Investments and the Funds' Board.

Founded in 1972, ING IM is registered with the SEC as an investment adviser.
ING IM is an indirect, wholly-owned subsidiary of ING Groep and is an affiliate
of ING Investments. ING IM has acted as adviser or sub-adviser to mutual funds
since 1994 and has managed institutional accounts since 1972.


As of December 31, 2007, ING IM managed approximately $73.5 billion in assets.

The principal office of ING IM is 230 Park Avenue, New York, New York 10169.


60    Management of the Funds


ADVISER AND SUB-ADVISERS                    MANAGEMENT OF THE FUNDS
--------------------------------------------------------------------

ING GLOBAL NATURAL RESOURCES FUND

The following individuals are jointly responsible for the day-to-day management
of ING Global Natural Resources Fund:

James A. Vail, CFA, has served as a Senior Vice President and Portfolio Manager
since 2001. Mr. Vail holds the Chartered Financial Analyst designation, is a
member of the New York Society of Security Analysts and has over 31 years of
investment experience. Prior to joining ING IM in 2000, Mr. Vail was Vice
President at Lexington, the Fund's former investment adviser, which he joined
in 1991 and served as portfolio manager for the Fund since 1998.


David Powers, CFA, joined ING IM in June 2007 as a Senior Sector Analyst on the
fundamental research team, covering the telecommunication services, utilities,
and materials sectors. Mr. Powers has co-managed the Fund since December 2007.
Prior to joining ING IM, Mr. Powers has held several senior investment
positions including portfolio manager with Federated Investors since June 2001.
Prior to that, he was associate director of research for global equities. Mr.
Powers began his investment career at the State Teachers Retirement System of
Ohio and held numerous positions including co-portfolio manager.


ING DISCIPLINED INTERNATIONAL SMALLCAP FUND

The following individuals are jointly responsible for the day-to-day management
of ING Disciplined International SmallCap Fund:

Omar Aguilar, Ph.D., Portfolio Manager, has managed the Fund since December
2006. Dr. Aguilar has been with ING IM since July 2004 and is head of
quantitative equity. He previously served as head of Lehman Brothers'
quantitative research for their alternative investment management business
since January 2002. Prior to that, Dr. Aguilar was director of quantitative
research and a portfolio manager with Merrill Lynch Investment Management (from
July 1999 through January 2002).

Vincent Costa, CFA, Senior Vice President and Head of Portfolio Management of
Quantitative Equity, joined ING IM in April 2006 as Head of Portfolio
Management of quantitative equity. He has managed the Fund since December 2006.
Prior to joining ING IM he was with Merrill Lynch Investment Management, where
he worked for 7 years in quantitative equity leadership positions, including
managing director and head of their quantitative investments organization.

ING INTERNATIONAL GROWTH OPPORTUNITIES FUND

The following individual is responsible for the day-to-day management of ING
International Growth Opportunities Fund:

Uri Landesman, Senior Vice President and Head of International Equities for ING
IM, has served as portfolio manager since April 2006. Mr. Landesman joined ING
IM in 2006 from Federated Investors, where he was most recently director of
global equity research. During his tenure at Federated Investors (which began
in 2003), he managed three international large-cap growth funds as well as two
global core funds. Prior to working at Federated Investors, he served as an
investment professional with Arlington Capital Management. Mr. Landesman has
over 20 years of experience and began his career at Sanford C. Bernstein & Co.

ING GLOBAL BOND FUND

The following individual is responsible for the day-to-day management of ING
Global Bond Fund:


James B. Kauffmann, Portfolio Manager, has been with ING IM since 1996 and has
managed the Fund since June 2006. Mr. Kauffmann heads ING IM's fixed-income
investment team, which is responsible for the development of major investment
themes and sets targets for varous portfolio characteristics in accounts
managed by ING IM, including for the Fund. Prior to joining ING IM, he was a
senior fixed-income portfolio manager with Alfa Investments Inc., worked in the
capital markets group of a major Wall Street dealer and served as an analyst
with a venture capital fund.


ING GLOBAL VALUE CHOICE FUND AND ING INTERNATIONAL VALUE CHOICE FUND

TRADEWINDS GLOBAL INVESTORS, LLC


Tradewinds Global Investors, LLC ("Tradewinds" or "Sub-Adviser"), a Delaware
limited liability corporation, serves as Sub-Adviser to ING Global Value Choice
Fund and ING International Value Choice Fund. Tradewinds is responsible for
managing the assets of the Fund in accordance with the Fund's investment
objective and policies, subject to oversight by ING Investments and the Fund's
Board.

Tradewinds was established in March 2006, the result of an internal
reorganization of NWQ Investment Management Company, LLC. Both companies
provide access to each other's research analysts. Tradewinds serves
institutions and private clients worldwide. Tradewinds is registered with the
SEC as an investment adviser and is a subsidiary of Nuveen Investments, Inc.
("Nuveen"). On November 13, 2007, Nuveen was acquired by investors led by
Madison Dearborn Partners, LLC ("MDP"). MDP is a private equity firm based in
Chicago, Illinois. Merrill Lynch & Co. and its affiliates ("Merrill Lynch"), as
a significant member of the MDP investor group, is now an "affiliated person"
(as that term is defined in the 1940 Act) of Tradewinds, the ING Global Value
Choice Fund and the ING International Value Choice Fund. As a result, the Funds
are generally prhibited from entering into principal transactions with Merrill
Lynch and are subject to other limitations in transacting with Merrill Lynch.
Tradewinds and the Funds do not believe that any such prohibition or limitation
will have a materially adverse effect on the Funds' ability to pursue their
investment objectives and policies.

As of December 31, 2007, Tradewinds managed approximately $33.3 billion in
assets. The principal address of Tradewinds is 2049 Century Park East, 20th
Floor, Los Angeles, CA 90067.


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                                                   Management of the Funds    61


MANAGEMENT OF THE FUNDS              ADVISER AND SUB-ADVISERS
--------------------------------------------------------------------------------

ING GLOBAL VALUE CHOICE FUND

The following individual is responsible for the day-to-day management of ING
Global Value Choice Fund:

David B. Iben, CFA, Chief Investment Officer & Managing Director, serves on the
Tradewinds Executive Committee and Investment Oversight Committee. Mr. Iben has
managed the Fund since April 2006. He holds the Chartered Financial Analyst
designation and is a member of the CFA Institute and the Los Angeles Society of
Financial Analysts. Previously, Mr. Iben was Managing Director and Portfolio
Manager at NWQ Investment Management Company, LLC and served on the Investment
Oversight Committee from 2000 to 2006.

ING INTERNATIONAL VALUE CHOICE FUND

The following individual is responsible for the day-to-day management of ING
International Value Choice Fund, since its inception:

Paul J. Hechmer, Managing Director & International Portfolio Manager, joined
Tradewinds in March 2006 and serves on the executive committee. Mr. Hechmer has
managed the Fund since February, 2005. Previously, Mr. Hechmer was a Managing
Director & International Portfolio Manager for NWQ Investment Management
Company, LLC from 2001 to 2006.

PERFORMANCE OF SIMILAR INTERNATIONAL VALUE ACCOUNTS MANAGED BY TRADEWINDS

The tables below are designed to show you how a composite of similar
international value investment accounts managed by Tradewinds performed over
various periods in the past.

The Tradewinds International Value Composite ("Tradewinds International Value
Composite") is a composite of the performance of all actual fee-paying, fully
discretionary international value accounts. Each account in the composite
pursues investment objectives, policies and strategies that are substantially
similar to those of ING International Value Choice Fund. Such accounts had at
least $2 million in net assets under management managed by Tradewinds for at
least one month or 90% invested prior to the beginning of a calendar quarter
beginning March 31, 2001. The accounts included in the composite may include
separate accounts, registered mutual funds, private investments funds and other
client accounts.

The following tables show the returns for the Tradewinds International Value
Composite compared with the Morgan Stanley Capital International - Europe,
Australasia, and Far East(Reg. TM) Index ("MSCI EAFE(Reg. TM) Index") for the
one-year, three-year, five-year and since inception periods ended December 31,
2007 and on an annual basis as of December 31, of prior years. This information
is designed to demonstrate the historical track record with Tradewinds. It does
not indicate how ING International Value Choice Fund has performed or will
perform in the future. Past performance is not a guarantee of future results.

                          AVERAGE ANNUAL TOTAL RETURNS
                          (AS OF DECEMBER 31, 2007)(1)


                                        TRADEWINDS
                                   INTERNATIONAL VALUE      MSCI EAFE(Reg. TM)
                                      COMPOSITE (%)            INDEX(2) (%)
                                  ---------------------    -------------------
 One Year                                    11.60%                  11.17%
 Three Years                                 16.15%                  16.83%
 Five Years                                  25.40%                  21.59%
 Since Inception (3/31/01)(3)                17.05%                  11.09%


                              ANNUAL TOTAL RETURNS
                        (AS OF DECEMBER 31 OF EACH YEAR)


                             TRADEWINDS
                        INTERNATIONAL VALUE      MSCI EAFE(Reg. TM)
                           COMPOSITE (%)            INDEX(2) (%)
                       ---------------------    -------------------
 2007                             11.60%                 11.17%
 2006                             21.62%                 26.34%
 2005                             15.31%                 13.54%
 2004                             31.42%                 20.25%
 2003                             45.59%                 38.59%
 2002                             (0.58)%               (15.94)%
 2001 (3/31/01)(4)                (2.91)%                (8.96)%


(1)   Prior to 1/1/04, the Tradewinds International Value Composite included
      accounts under $2 million.

(2)   The MSCI EAFE(Reg. TM) Index is an unmanaged index that measures the
      performance of securities listed on exchanges in markets in Europe,
      Australasia, and the Far East. It includes the reinvestment of dividends
      and distributions net of withholding taxes, but does not reflect fees,
      brokerage commissions or other expenses of investing.

(3)   Performance results from March 31, 2001 to February 28, 2006, represent
      the performance of the previous sub-adviser, NWQ Investment Management
      Company, LLC, Tradewinds' affiliate. The Portfolio Manager responsible
      for managing ING International Value Choice Fund was with the previous
      sub-adviser from March 31, 2001 to February 28, 2006.

(4)   Index return for the MSCI EAFE(Reg. TM) Index is for the period beginning
      April 1, 2001.


The performance reflected in the composite was calculated differently than the
method used for calculating Fund performance pursuant to SEC guidelines.

The net annual total returns for the Tradewinds International Value Composite
were calculated on an asset-weighted, total return basis, including
reinvestment of all dividends, interest and income, realized and unrealized
gains or losses, brokerage commissions and execution costs, advisory and
custodial fees, and any applicable foreign withholding taxes, without provision
for federal and state income taxes, if any. The Annual Total Returns table and
the Average Annual Total Returns table for the Tradewinds International Value
Composite do not reflect the deduction of any sales loads, which would have
reduced those performance numbers. The accounts in the Tradewinds International
Value Composite do not pay the same expenses that mutual funds pay and are not
subject to the diversification rules, tax restrictions and investment limits
under the Investment Company Act of 1940, as amended ("1940 Act") or Subchapter
M of the Internal Revenue Code ("Code"). Consequently, the performance results
for the Tradewinds International Value Composite would have been adversely
affected if the institutional private accounts included in the Tradewinds
International Value Composite had been subject to these expenses and may have
been adversely affected if the


62    Management of the Funds


ADVISER AND SUB-ADVISERS                    MANAGEMENT OF THE FUNDS
--------------------------------------------------------------------


institutional private accounts included in the Tradewinds International Value
Composite had been regulated as investment companies under the federal
securities laws. The aggregate returns of the accounts in the Tradewinds
International Value Composite may not reflect the returns of any particular
account managed by Tradewinds.


ING EMERGING COUNTRIES FUND AND ING INTERNATIONAL VALUE FUND

BRANDES INVESTMENT PARTNERS, L.P.


Founded in 1974, Brandes Investment Partners, L.P. ("Brandes" or "Sub-Adviser")
serves as the Sub-Adviser to ING Emerging Countries Fund and ING International
Value Fund. Brandes is an investment advisory firm currently with 80 investment
professionals who managed over $111.7 billion in assets as of December 31,
2007. The principal address of Brandes is 11988 El Camino Real, Suite 500, San
Diego, California 92130.


Brandes uses a value-oriented approach in managing equity investments, seeking
to build wealth by buying high quality, undervalued stocks.

ING EMERGING COUNTRIES FUND

Brandes' Emerging Markets Investment Committee is jointly responsible for the
day-to-day management of ING Emerging Countries Fund since March 1, 2005. The
Emerging Markets Investment Committee is comprised of a limited number of
research analysts and portfolio managers. The members of the Emerging Markets
Investment Committee are listed below:

Alphonse H.L. Chan, Jr., CFA, Portfolio Manager. Mr. Chan is a portfolio
manager and a voting member of the Brandes' Emerging Markets Investment
Committee. His primary responsibility is to oversee the implementation of
Brandes' investment strategies across all private client portfolios and
separately managed account programs. Mr. Chan joined Brandes in 1998 and has 21
years of investment experience. Prior to joining Brandes, Mr. Chan was a senior
financial analyst in the corporate treasury department for a large national
banking organization.

Christopher J. Garrett, CFA, Institutional Portfolio Manager/ Analyst. Mr.
Garrett is an institutional portfolio manager/analyst and a member of the
Brandes' Emerging Markets Investment Committee. Mr. Garrett focuses his
research on the utilities sector, with special emphasis on Emerging Market
companies. In addition, he serves as a product coordinator for the Emerging
Markets portfolio. Mr. Garrett joined Brandes in 2000 and has 15 years of
finance and investment experience. Prior to joining Brandes, he worked as a
portfolio manager/analyst for a global investment advisory firm and a corporate
loan officer for a super-regional bank.

Gerardo Zamorano, CFA, Senior Analyst. Mr. Zamorano is a senior analyst on the
telecommunications and consumer products teams. He is also a member of the
Emerging Markets Investment Committee. Mr. Zamorano joined Brandes in 1999 and
has 11 years of investment experience. Before joining Brandes, he worked for an
international finance firm as an assistant investment officer in the Latin
America department.

Greg Rippel, CFA, Senior Analyst. Mr. Rippel is a senior analyst on the
consumer products team and is also a voting member of the Emerging Markets
Investment Committee. Mr. Rippel is responsible for fundamental research on
companies in the retail sector and serves as a product coordinator for the
Emerging Markets portfolios. Mr. Ripple joined Brandes in 2001 and has 12 years
of accounting, finance and investment experience. Prior to joining Brandes, he
worked as an underwriter in the commercial finance division of a major U.S.
bank and as a senior associate for a global public accounting firm.

Douglas C. Edman, CFA, Director - Investments. Mr. Edman is a senior analyst
and voting member of the Emerging Markets Investment Committee. He leads the
firm's research efforts in the basic materials sector and performs research in
the oil and gas sectors. Mr. Edman joined Brandes in 1995, has over 17 years of
investment experience and is a member of the Financial Analysts Society of San
Diego. Prior to joining Brandes, he worked for a major securities firm as a
credit analyst, where he managed the credit rating agency relationship and
commercial paper programs for clients in the energy and telecommunications
industries.

Steven Leonard, CFA, Senior Analyst. Mr. Leonard is a senior analyst and a
voting member of the Emerging Markets Investment Committee. He is on the
industrials research team and is responsible for fundamental research on
companies in the transportation and environmental service sectors. Mr. Leonard
joined Brandes in 1997, has over 10 years of investment experience and is a
member of the Financial Analysts Society of San Diego. Prior to joining
Brandes, Mr. Leonard worked as a CPA in the audit practice of a public
accounting firm.

PERFORMANCE OF SIMILAR EMERGING MARKETS EQUITY ACCOUNTS MANAGED BY BRANDES

The tables below are designed to show how a composite of similar accounts
managed by Brandes performed over various periods in the past.

The Brandes Emerging Markets Equity Composite is a composite of the performance
of all actual fee-paying and non-fee paying, fully discretionary Emerging
Markets accounts under management by Brandes for at least one month beginning
January 1, 1995. Each account in the composite has investment objectives,
policies and strategies that are substantially similar to those of ING Emerging
Countries Fund. The accounts included in the composite may include separate
accounts, registered mutual funds, private investments funds and other client
accounts.

The tables below show the returns for the Brandes Emerging Markets Equity
Composite compared with the Morgan Stanley Capital International Emerging
Markets IndexSM ("MSCI EM IndexSM") for the one-, three-, five-, seven- and
ten-year periods ended December 31, 2007 and on an annual basis as of December
31, of prior years. This information is designed to demonstrate

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                                                   Management of the Funds    63


MANAGEMENT OF THE FUNDS              ADVISER AND SUB-ADVISERS
--------------------------------------------------------------------------------

the historical track record of Brandes. It does not indicate how ING Emerging
Countries Fund has performed or will perform in the future. Past performance is
not a guarantee of future results.

                          AVERAGE ANNUAL TOTAL RETURNS
                           (AS OF DECEMBER 31, 2007)


                   BRANDES EMERGING MARKETS            MSCI EM
                     EQUITY COMPOSITE (%)          INDEX(SM)(1)(%)
                  --------------------------    ---------------------
 One Year                        18.66%                    39.39%
 Three Years                     23.36%                    35.15%
 Five Years                      33.10%                    37.02%
 Seven Years                     19.01%                    23.62%
 Ten Years                       14.27%                    14.53%(2)


                              ANNUAL TOTAL RETURNS
                        (AS OF DECEMBER 31 OF EACH YEAR)


                   BRANDES
              EMERGING MARKETS                 MSCI
            EQUITY COMPOSITE (%)        EM INDEX(SM)(1)(%)
           ----------------------    ------------------------
  2007                 18.66%                     39.39%
  2006                 30.01%                     32.17%
  2005                 21.66%                     34.00%
  2004                 31.01%                     25.55%
  2003                 68.56%                     55.82%
  2002                (19.17)%                    (6.17)%
  2001                  0.17%                     (2.62)%
  2000                (16.68)%                   (30.61)%(2)
  1999                 68.98%                     66.41%(2)
  1998                (20.32)%                   (25.34)%(2)


(1)   The MSCI EM IndexSM is an unmanaged index that measures the performance
      of securities listed on exchanges in developing nations throughout the
      world. It includes the reinvestment of dividends and distributions net of
      withholding taxes, but does not reflect fees, brokerage commissions or
      other expenses of investing.

(2)   Prior to December 31, 2001, the MSCI EM IndexSM did not include the
      deduction of withholding taxes. The gross index return is for the period
      beginning January 1, 1997.


The performance reflected in the composite was calculated differently than the
method used for calculating Fund performance pursuant to SEC guidelines.

The net annual returns for the Brandes Emerging Markets Equity Composite were
calculated on a time-weighted and asset-weighted, total return basis, including
reinvestment of all dividends, interest and income, realized and unrealized
gains or losses, brokerage commissions and execution costs, advisory and
custodial fees, and any applicable foreign withholding taxes, without provision
for federal and state income taxes, if any. The Annual Total Returns table for
the Brandes Emerging Markets Equity Composite does not reflect the deduction of
any sales loads, which would have reduced those performance numbers. The
accounts in the Brandes Emerging Markets Equity Composite do not pay the same
expenses that mutual funds pay and are not subject to the diversification
rules, tax restrictions and investment limits under the 1940 Act or Subchapter
M of the Code. Returns would have been lower if the composite had been subject
to these expenses and may have been lower if the composite had been subject to
these regulations. The aggregate returns of the accounts in the composite may
not reflect the returns of any particular account of Brandes.


ING INTERNATIONAL VALUE FUND

Brandes' Large Cap Investment Committee is jointly responsible for the
day-to-day management of ING International Value Fund since its inception. The
Large Cap Investment Committee is comprised of a limited number of research
analysts and portfolio managers. The members of the Large Cap Investment
Committee are listed below:

Glenn R. Carlson, CFA, Chief Executive Officer. Mr. Carlson serves as Chief
Executive Officer and is a member of the firm's Executive Committee. Mr.
Carlson also contributes to the investment process as a member of the
Investment Oversight Committee and as a voting member of the Large Cap
Investment Committee. He serves as a senior institutional portfolio manager for
a limited number of client relationships and oversees the Portfolio
Management/Client Services department. Mr. Carlson joined Brandes in 1996, has
24 years of investment experience and is a member of the Financial Analysts
Society of San Diego.

Brent V. Woods, CFA, Managing Director-Investments. Mr. Woods is a member of
the firm's Executive Committee. He also serves as Managing Director-Investments
with responsibility for the securities research efforts of the firm and
oversight of the product investment committees. In addition, Mr. Woods is a
member of the Investment Oversight Committee and a voting member of the Large
Cap Investment Committee. Mr. Woods joined Brandes in 1998 and has 12 years of
investment experience. Prior to joining Brandes, he worked as an attorney with
a Wall Street law firm, specializing in public and private securities
offerings, as well as mergers and acquisitions.

Amelia Maccoun Morris, CFA, Director - Investments. Ms. Morris is responsible
for overseeing and directing equity research activities in the
telecommunications, media, and consumer sectors. In addition, she contributes
to the investment process as a member of the Investment Oversight Committee and
a voting member of the Large Cap Investment Committee. Ms. Morris joined
Brandes in 1998 and has 19 years of investment experience. Prior to joining
Brandes, she worked in corporate finance, specializing in non-U.S. equity
offerings, and as a senior equity analyst with an international investment
bank.

W. James Brown, CFA, Director - Investments. Mr. Brown is a senior analyst and
a voting member of the Large Cap Investment Committee. He also leads the firm's
research efforts in the financial institutions and utilities sectors. Mr. Brown
joined Brandes in 1996 and has 23 years of investment experience. Prior to
joining Brandes, Mr. Brown was a senior vice president with a major national
banking organization where he served in various capacities, including senior
portfolio manager, regional director of investments, and head of Texas private
banking. His prior professional experience includes 10 years as an Air Force
pilot and 10 years as an investment consultant with a large Wall Street firm.

64    Management of the Funds


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--------------------------------------------------------------------

Keith Colestock, CFA, Director - Investments. Mr. Colestock is a senior analyst
and a voting member of the Large Cap and Mid Cap Investment Committees. Mr.
Colestock joined Brandes in 1995 and has 17 years of investment experience.
Prior to joining Brandes, Mr. Colestock served as senior equity analyst and
director of research for an investment research firm in San Diego. Before that,
Mr. Colestock was an independent demographic consultant to retail real estate
developers.

Brent Fredberg, Senior Analyst. Mr. Fredberg is a senior analyst responsible
for research in the technology and household durables areas. He is a voting
member of the firm's Large Cap Investment Committee. Mr. Fredberg joined
Brandes in 1999 and has 13 years of finance and investment experience. Prior to
joining Brandes, Mr Fredberg worked for a major U.S. consumer products company
as a financial analyst and controller.

ING FOREIGN FUND

JULIUS BAER INVESTMENT MANAGEMENT LLC


Julius Baer Investment Management LLC ("JBIM" or "Sub-Adviser") serves as
Sub-Adviser to ING Foreign Fund. JBIM is a Delaware limited liability company
which is a wholly-owned subsidiary of Julius Baer Americas Inc., which in turn
is a wholly-owned subsidiary of Julius Baer Holding Ltd., a Swiss corporation.
JBIM specializes in the management of international and global equities and
fixed income securities, and alternative investments. As of December 31, 2007
JBIM managed approximately $75 billion in assets. The principal address of JBIM
is 330 Madison Avenue, New York, New York 10017.


Rudolph-Riad Younes and Richard Pell have been jointly responsible for the
day-to-day management of ING Foreign Fund since its July 2003.

Rudolph-Riad Younes, CFA, Managing Director and Head of International Equity,
has been with the Julius Baer organization since September 1993.

Richard Pell, Chief Investment Officer and Chief Executive Officer, has been
with the Julius Baer organization since January 1995.

ING INTERNATIONAL CAPITAL APPRECIATION FUND

HANSBERGER GLOBAL INVESTORS, INC.


Hansberger Global Investors, Inc. ("HGI" or "Sub-Adviser") serves as the
Sub-Adviser to ING International Capital Appreciation Fund. HGI, a subsidiary
of Natixis Global Asset Management, L.P., with its principal offices located at
401 East Las Olas Blvd., Suite 1700, Fort Lauderdale, FL 33301, conducts
worldwide portfolio management services to customers in the United States and
abroad. As of December 30, 2007, HGI had approximately $10.9 billion in assets
under management.


The following team members have been jointly responsible for the day-to-day
management of ING International Capital Appreciation Fund, since December 2005:

Thomas R.H. Tibbles, CIO-Growth Team, CFA, joined HGI in 1999 and serves as
Managing Director of Canada. Prior to joining HGI, he was head of the Global
Equity Team at Indago Capital Management in Toronto, which was an affiliate of
Canada Life. Mr. Tibbles began his career in the investment industry in 1986
and he is a CFA Charterholder.

Barry A. Lockhart, CFA, joined HGI in 1999 and serves as Senior Vice President.
Prior to joining HGI, he was a portfolio manager of foreign equity securities
for Indago Capital Management. Mr. Lockhart began his career in the investment
industry in 1989 and he is a CFA Charterholder.

Trevor Graham, CFA, joined HGI in 2004 and serves as Vice President, Research.
Prior to joining HGI, Mr. Graham maintained several different positions,
including portfolio management and fundamental analyst for Phillips, Hager &
North Investment Management Ltd., where he was employed from 1996 to 2004. He
is a CFA Charterholder.

Patrick Tan, Vice President, Research, joined HGI in 1999. Prior to joining
HGI, Mr. Tan was an Analyst at Indago Capital Management in Toronto, an
affiliate of Canada Life from July 1997 to March 1999. He has more than six
years of investment-related experience.

Thomas R.H. Tibbles, as team leader, has ultimate authority and veto power over
all buy and sell decisions. All team members are responsible for research
coverage which is assigned by global industry sectors, recommending stocks and
recommending subsequent buy and sell decisions.

PERFORMANCE OF SIMILAR INTERNATIONAL GROWTH EQUITY ACCOUNTS MANAGED BY HGI

The tables below are designed to show how a composite of similar accounts
managed by HGI performed over various periods in the past.


The HGI Tax-Exempt International Growth Equity Composite consists of all fully
discretionary portfolios, managed by HGI's Growth Team, invested in equities of
companies domiciled outside the U.S. and that are invested without regard to
tax consequences. Each portfolio in the composite has investment objectives,
policies and strategies substantially similar to those of ING International
Capital Appreciation Fund. The accounts included in the composite may include
separate accounts, registered mutual funds, private investments funds and other
client accounts. To receive a complete listing of HGI's composites and/or a
complete presentation that adheres to the Global Investment Performance
Standards ("GIPS(Reg. TM)"), contact the sub-adviser's Marketing department at
the sub-adviser.

The tables below show the returns for the HGI Tax-Exempt International Growth
Equity Composite compared with the Morgan Stanley Capital International
All-Country World Excluding US Index(Reg. TM) ("MSCI ACWI Ex US Index(Reg.
TM)") for the one-, three-, five- and ten-year periods ended December 31, 2007
and on an annual basis as of December 31, of prior years. This information is
designed to demonstrate the historical track record of HGI. It does not
indicate how ING International Capital Appreciation Fund has performed or will
perform in the future. Past performance is not a guarantee of future results.


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                                                   Management of the Funds    65


MANAGEMENT OF THE FUNDS              ADVISER AND SUB-ADVISERS
--------------------------------------------------------------------------------

                          AVERAGE ANNUAL TOTAL RETURNS
                            (AS OF DECEMBER 31 2007)


                      HGI TAX-EXEMPT                  MSCI
                   INTERNATIONAL GROWTH              ACWI EX
                   EQUITY COMPOSITE (%)      US INDEX(Reg. TM)(1)(%)
                  ----------------------    ------------------------
 One Year                     18.91%                   16.65%
 Three Years                  19.58%                   19.88%
 Five Years                   22.07%                   24.02%
 Ten Years(2)                 12.38%                   15.22%(3)


                              ANNUAL TOTAL RETURNS
                        (AS OF DECEMBER 31 OF EACH YEAR)


                            HGI
                        TAX-EXEMPT                    MSCI
                   INTERNATIONAL GROWTH              ACWI EX
                   EQUITY COMPOSITE (%)      US INDEX(Reg. TM)(1)(%)
                  ----------------------    ------------------------
 2007                         18.91%                    16.65%
 2006                         23.85%                    26.65%
 2005                         15.92%                    16.62%
 2004                         13.98%                    20.91%
 2003                         38.80%                    40.83%
 2002                        (13.86)%                  (14.95)%
 2001                        (19.16)%                  (19.73)%
 2000                         (3.93)%                  (15.31)%
 1999                         52.60%                    30.63%
  1998(2)                     15.53%                    14.42%(3)


(1)   The MSCI ACWI Ex US Index(Reg. TM) measures the returns of equities of
      companies which are domiciled outside the U.S. It includes the
      reinvestment of dividends and distributions net of withholding taxes, but
      does not reflect fees, brokerage commissions or other expenses of
      investing.

(2)   For the period from July 1996 through December 1998, the track record
      presented consists of portfolios managed by the team that joined HGI
      while employed by Indago Capital Management in Toronto, Ontario, an
      affiliate of The Canada Life Assurance Company, an investment advisor not
      affiliated with HGI.


(3)   Prior to December 31, 1998, the MSCI ACWI Ex US Index(Reg. TM) did not
      include the deduction of withholding taxes.

The performance reflected in the composite has been adjusted to reflect
operating costs. The performance reflected in the composite was calculated
differently than the method used for calculating performance pursuant to SEC
guidelines.

Hansberger Global Investors, Inc. claims compliance with GIPS(Reg. TM) although
the performance figures presented on the preceding page are not in compliance
with GIPS(Reg. TM) standards due to the adjustment for Class I share expenses
noted below.

The gross total returns for the HGI Tax-Exempt International Growth Equity
Composite in the Average Annual Total Returns and Annual Total Returns tables
were adjusted to reflect the deduction of net operating expenses for Class I
shares of ING International Capital Appreciation Fund. Net operating expenses
include investment advisory fees, distribution and service (Rule 12b-1) fees,
custodial fees, brokerage commissions and execution costs, and other expenses,
without the provision for any applicable federal or state income taxes, if any.
The Annual Total Returns table and the Average Annual Total Returns table for
the HGI Tax-Exempt International Growth Composite do not reflect the deduction
of any sales loads, which would have reduced those performance numbers. Returns
are stated in U.S. Dollars. Most of the accounts in the HGI Tax-Exempt
International Growth Equity Composite are not subject to the diversification
rules, tax restrictions and investment limits of the 1940 Act or Subchapter M
of the Code. Returns may have been lower if the composite had been subject to
these regulations. The aggregate returns of the accounts reflected in the
composite may not reflect the returns of any particular account of HGI.


ING INTERNATIONAL SMALLCAP MULTI-MANAGER FUND

THE MULTI-MANAGER APPROACH

For the period March 2005 to November 1, 2006, Acadian Asset Management LLC was
the sub-adviser of ING International SmallCap Multi-Manager Fund. For the
period November 1, 2006 to December 17, 2007, two sub-advisers were used to
manage the Fund's assets - Acadian Asset Management LLC ("Acadian") and
Batterymarch Financial Management, Inc. ("Batterymarch"). Effective December
17, 2007, three sub-advisers are used to manage the Fund's assets -  Acadian,
Batterymarch and Schroder Investment Management North America Inc.
("Schroders"). Each Sub-Adviser makes investment decisions for the assets it
has been allocated to manage.


Effective November 1, 2006, approximately $20 million of the Fund's assets were
managed by Batterymarch. Generally 75% of new assets into the Fund were
allocated to Batterymarch for management and the remainder of new assets were
allocated to Acadian for management. On or about December 17, 2007,
approximately $25 million of the Fund's assets was transferred from the
Batterymarch sleeve to the Schroders sleeve. Initially, all daily net positive
cash flows into the Fund will be allocated to Schroders for management. On days
with negative net cash flow, outflows will come from Schroders. The Adviser may
change the allocation of the Fund's assets between the sub-advisers as it
determines necessary to pursue the Fund's investment objective.

ACADIAN ASSET MANAGEMENT LLC


Acadian Asset Management LLC ("Acadian" or "Sub-Adviser"), serves as a
Sub-Adviser to ING International SmallCap Multi-Manager Fund. Acadian is a
registered investment adviser and a wholly-owned subsidiary of Old Mutual Asset
Managers (US) LLC which is ultimately owned by Old Mutual plc.

Acadian is a Boston-based investment management firm specializing in active
global and international equity strategies. Acadian was founded in 1986 and
over the last two decades the firm has served some of the world's largest and
most sophisticated fund sponsors. Acadian invests on behalf of major pension
funds, endowments, foundations and other institutions based in the U.S. and
abroad. The firm also serves individual investors.


Acadian employs a quantitative, active, bottom-up investment process that
combines stock and region/industry goup valuation to arrive at a return
forecast for each of the 25,000 securities in its global universe. Their
investment philosophy is that markets are inefficient, creating discrepancies
between a stock's intrinsic


66    Management of the Funds


ADVISER AND SUB-ADVISERS                    MANAGEMENT OF THE FUNDS
--------------------------------------------------------------------

value and its market price, and that disciplined valuation techniques applied
to a very broad universe of stocks can identify undervalued securities that are
likely to rise in price.


As of December 31, 2007, Acadian had assets under management of approximately
$83.7 billion. The principal address of Acadian is One Post Office Square, 20th
Floor, Boston, MA 02109.

The following individuals have been jointly responsible for the day-to-day
management of the Acadian portion of ING International SmallCap Multi-Manager
Fund, since March 2005:


John R. Chisholm, CFA, Executive Vice President and Co-Chief Investment
Officer, joined Acadian in July 1987. He is responsible for actively managing
Acadian portfolios and developing quantitative techniques to value markets and
securities.

Matthew J. Cohen, CFA, Senior Vice President and Portfolio Manager, joined
Acadian in October 1994. He specializes in quantitative equity valuation
techniques and manages the processes and data that drive Acadian's investment
approach.

BATTERYMARCH


Batterymarch, a wholly-owned, independently managed subsidiary of Legg Mason,
Inc., which has served as a sub-adviser to the Fund since November 2006, is
located at John Hancock Tower 200 Clarendon Street, 49th Floor, Boston,
Massachusetts 02116. As of December 31, 2007, Batterymarch had assets under
management of $29.8 billion.


Batterymarch uses a team approach to investment management, with portfolio
managers working collaboratively and sharing responsibility for investment
decisions. Batterymarch utilizes a quantitative investment process. Portfolio
managers are involved in the development of investment models that are the
primary driver in the portfolio management process. The investment teams are
responsible for the implementation of the models and the construction and
management of client account portfolios.

The investment teams are organized according to investment mandate and are
responsible for managing all accounts in accordance with their respective
mandate. The portfolio managers have oversight responsibility for the work done
by the quantitative analysts, including factor research, development and
testing and portfolio construction algorithms. The portfolio managers oversee
the effectiveness of the overall investment process, including stock ranking
and selection, portfolio construction and trading, and review trades before
execution.

Batterymarch's international investment team is led by Charles F. Lovejoy, CFA.
As team leader, he is primarily responsible for the international investment
team's portfolio management.


The following individuals are jointly responsible for the day-to-day management
of ING International SmallCap Multi-Manager Fund's assets allocated to
Batterymarch.


Charles F. Lovejoy, CFA, Director and Senior Portfolio Manager, joined
Batterymarch in 1992 as a portfolio manager and was promoted to director of the
International team in 2006. Mr. Lovejoy has managed the Fund since November
2006. Before joining Batterymarch, Mr. Lovejoy managed international and
emerging markets portfolios for Boston International Advisors and headed the
quantitative research group at Putnam Management Company, with responsibilities
for portfolio management and product development as well as quantitative
research for U.S., international and emerging markets. Former president of the
Boston Security Analysts Society and the Boston Quantitative Discussion Group,
Mr. Lovejoy was also a director of the International Society of Financial
Analysts. He has 26 years of investment experience.

Christopher W. Floyd, CFA, Portfolio Manager, joined Batterymarch in 2000 as a
quantitative analyst and became a portfolio manager in 2003. Mr. Floyd has
managed the Fund since November 2006. Prior to Batterymarch, Mr. Floyd held
responsibilities at Cigna Investment Management, Urban & Associates, Inc. and
Bay State Federal Savings Bank. He has 8 years of investment experience.

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                                                   Management of the Funds    67


MANAGEMENT OF THE FUNDS              ADVISER AND SUB-ADVISERS
--------------------------------------------------------------------------------

SCHRODERS INVESTMENT MANAGEMENT NORTH AMERICA, INC.


Schroders Investment Management North America Inc. ("Schroders") or
("Sub-Adviser"), has been a registered investment adviser, together with its
predecessor, since 1968, and is a part of a worldwide group of financial
services companies. Schroders currently serves as an investment adviser to
other mutual funds and a broad range of institutional investors. As of
September 30, 2007, Schroders, together with its affiliated companies, managed
approximately $280 billion in assets. The day-to-day investment decisions for
the Fund are made by Schroder Investment Management North American Limited
("Schroder Limited"), which serves as a sub-sub-adviser to the Fund. Schroders
plc, organized in 1804 is the ultimate parent company of Schroders and
Schroders Limited. Schroders Limited is located at 31 Gresham Street, London
EC2V 7QA, England.


The following individual is primarily responsible for the day-to-day management
of the Schroder portion of ING International SmallCap Multi-Manager Fund.

Matthew Dobbs, Portfolio Manager, has managed the Fund since December 2007. Mr.
Dobbs joined Schroders in 1981 and is Head of Global Small Cap Equities for
Schroder plc and Schroder Ltd and a member of the Global/EAFE equity team.

ADDITIONAL INFORMATION REGARDING PORTFOLIO MANAGERS

The SAI provides additional information about each portfolio manager's
compensation, other accounts managed by each portfolio manager and each
portfolio manager's ownership of securities in the Funds.

68    Management of the Funds


MORE                                         INFORMATION ABOUT RISKS
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All mutual funds involve risk - some more than others - and there is always the
chance that you could lose money or not earn as much as you hope. The Fund's
risk profile is largely a factor of the principal securities in which it
invests and investment techniques that it uses. The following pages discuss the
risks associated with certain of the types of securities in which the Funds may
invest and certain of the investment practices that the Funds may use. For more
information about these and other types of securities and investment techniques
that may be used by the Funds, see the SAI.


Many of the investment techniques and strategies discussed in this Prospectus
and in the SAI are discretionary which means that the Adviser or Sub-Adviser
can decide whether to use them or not. The Funds named below may invest in
these securities or use these techniques as part of the Funds' principal
investment strategies. However, the Adviser or Sub-Adviser may also use these
investment techniques or make investments in securities that are not a part of
the Fund's principal investment strategies.

PRINCIPAL RISKS

The discussions below identify the Funds that engage in the described strategy
as a principal strategy. For these Funds, the risk associated with the strategy
is a principal risk. Other Funds may engage, to a lesser extent, in these
strategies, and when so engaged are subject to the attendant risks. Please see
the SAI for a further discussion of the principal and other investment
strategies employed by each Fund.


ADDITIONAL RISK OF INVESTING IN ING GREATER CHINA FUND. There can be no
assurance that certain of the companies in which the Fund may invest will not
have dealings with countries identified by the U.S. State Department as state
sponsors of terrorism or countries subject to sanctions administered by the
U.S. Treasury Department's Office of Financial Assets Control. Any such company
may suffer damage to its business or reputation that may negatively affect its
share price.

Invetments in Hong Kong or Taiwan could be adversely affected by their
political and economic relationship with China. In addition, the willingness of
the Chinese government to support the Chinese and Hong Kong economies and
markets is uncertain, and changes in government policy could significantly
affect the markets in both Hong Kong and China. A small number of companies and
industries represent a large portion of the Greater China market as a whole.
Consequently, the Fund may experience greater price volatility and
significantly lower liquidity than a portfolio invested solely in equity
securities of U.S. issuers. In addition, currency issues and economic
competition also can significantly affect economic growth in Hong Kong, Taiwan
and China, and the Taiwanese economy can be significantly affected by the
security threats from the People's Republic of China.


BORROWING (ING GLOBAL BOND). Borrowing may exaggerate the effect of any
increase or decrease in the value of portfolio securities or the NAV of the
Fund, and money borrowed will be subject to interest costs. Interest costs on
borrowings may fluctuate with changing market rates of interest and may
partially offset or exceed the return earned on borrowed funds. Under adverse
market conditions, the Fund might have to sell portfolio securities to meet
interest or principal payments at a time when fundamental investment
considerations would not favor such sales.

COMMODITIES (ING GLOBAL NATURAL RESOURCES FUND). Commodity prices fluctuate for
several reasons, including changes in market and economic conditions, the
impact of weather on demand, levels of domestic production and imported
commodities, energy conservation, domestic and foreign governmental regulation
and taxation and the availability of local, intrastate and interstate
transportation systems. Volatility of commodity prices, which may lead to a
reduction in production or supply, may also negatively impact the performance
of companies in natural resources industries that are solely involved in the
transportation, processing, storing, distribution or marketing of commodities.
Volatility of commodity prices may also make it more difficult for companies in
natural resources industries to raise capital to the extent the market
perceives that their performance may be directly or indirectly tied to
commodity prices.

CONCENTRATION (ING GLOBAL NATURAL RESOURCES FUND, ING GLOBAL REAL ESTATE FUND,
ING ASIA-PACIFIC REAL ESTATE FUND, ING EUROPEAN REAL ESTATE FUND AND ING
INTERNATIONAL REAL ESTATE FUND) The Funds concentrate (for purposes of the 1940
Act) their assets in securities related to a particular industry, which means
that at least 25% of their assets will be invested in that particular industry
at all times. As a result, each Fund may be subject to greater market
fluctuation than a fund which has securities representing a broader range of
investment alternatives.

CONVERTIBLE SECURITIES (ALL FUNDS EXCEPT ING GLOBAL REAL ESTATE FUND, ING
ASIA-PACIFIC REAL ESTATE FUND, ING DISCIPLINED INTERNATIONAL SMALLCAP FUND, ING
EUROPEAN REAL ESTATE FUND, ING INTERNATIONAL REAL ESTATE FUND AND ING GLOBAL
BOND FUND). The price of a convertible security will normally fluctuate in some
proportion to changes in the price of the underlying equity security and as
such, is subject to risks relating to the activities of the issuer and general
market and economic conditions. The income component of convertible securities
causes fluctuations based upon changes in interest rates and the credit quality
of the issuer. Convertible securities are often lower rated securities. A Fund
may be required to redeem or convert a convertible security before the holder
would otherwise choose.

CORPORATE DEBT SECURITIES (ING GLOBAL NATURAL RESOURCES FUND, ING FOREIGN FUND,
ING GREATER CHINA FUND, ING INTERNATIONAL CAPITAL APPRECIATION FUND, ING
INTERNATIONAL GROWTH OPPORTUNITIES FUND, ING EMERGING MARKETS FIXED INCOME FUND
AND ING GLOBAL BOND FUND). Corporate debt securities are subject to the risk of
the issuer's inability to meet principal and interest payments on the
obligation and may also be subject to price volatility due to such factors as
interest rate sensitivity, market perception of the credit-worthiness of the
issuer and general market liquidity. When interest rates decline, the value of
a Fund's debt securities can be expected to rise and when interest

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                                              More Information About Risks    69


MORE INFORMATION ABOUT RISKS
--------------------------------------------------------------------------------

rates rise, the value of those securities can be expected to decline. Debt
securities with longer maturities tend to be more sensitive to interest rate
movements than those with shorter maturities.


One measure of risk for fixed-income securities is duration. Duration is one of
the tools used by a portfolio manager in selection of fixed-income securities.
Historically, the maturity of a bond was used as a proxy for the sensitivity of
a bond's price to changes in interest rates, otherwise known as a bond's
"interest rate risk" or "volatility". According to this measure, the longer the
maturity of a bond, the more its price will change for a given change in market
interest rates. However, this method ignores the amount and timing of all cash
flows from the bond prior to final maturity. Duration is a measure of average
life of a bond on a present value basis which was developed to incorporate a
bond's yield, coupons, final maturity and call features into one measure. For
point of reference, the duration of a noncallable 7% coupon bond with a
remaining maturity of 5 years is approximately 4.5 years and the duration of a
noncallable 7% coupon bond with a remaining maturity of 10 years is
approximately 8 years. Material changes in interest rates may impact the
duration calculation.


DERIVATIVES (ING GLOBAL NATURAL RESOURCES FUND, ING GLOBAL VALUE CHOICE FUND,
ING DISCIPLINED INTERNATIONAL SMALLCAP FUND, ING FOREIGN FUND, ING GREATER
CHINA FUND, ING INDEX PLUS INTERNATIONAL EQUITY FUND, ING INTERNATIONAL GROWTH
OPPORTUNITIES FUND, ING INTERNATIONAL SMALLCAP MULTI-MANAGER FUND, ING
INTERNATIONAL VALUE CHOICE FUND, ING EMERGING MARKETS FIXED INCOME FUND AND ING
GLOBAL BOND FUND). Generally, derivatives can be characterized as financial
instruments whose performance is derived, at least in part, from the
performance of an underlying asset or assets. Some derivatives are
sophisticated instruments that typically involve a small investment of cash
relative to the magnitude of risks assumed. These may include swap agreements,
options, forwards and futures. Derivative securities are subject to market risk
which could be significant for those that have a leveraging effect. Not all of
the Funds invest in these types of derivatives, so please check the description
of each Fund's policies. Derivatives are also subject to credit risks related
to the counterparty's ability to perform and any deterioration in the
counterparty's creditworthiness could adversely affect the instrument. In
addition, derivatives and their underlying securities may experience periods of
illiquidity which could cause a Fund to hold a security it might otherwise sell
or could force the sale of a security at inopportune times or for prices that
do not reflect current market value. A risk of using derivatives is that the
Adviser or Sub-Adviser might imperfectly judge the market's direction. For
instance, if a derivative is used as a hedge to offset investment risk in
another security, the hedge might not correlate to the market's movements and
may have unexpected or undesired results such as a loss or a reduction in
gains.

EMERGING MARKETS INVESTMENTS (ALL FUNDS EXCEPT ING INDEX PLUS INTERNATIONAL
EQUITY FUND). Because of less developed markets and economies and, in some
countries, less mature governments and governmental institutions, the risks of
investing in foreign securities can be intensified in the case of investments
in issuers domiciled or doing substantial business in countries with an
emerging securities market. These risks include: high concentration of market
capitalization and trading volume in a small number of issuers representing a
limited number of industries, as well as a high concentration of investors and
financial intermediaries; political and social uncertainties; over-dependence
on exports, especially with respect to primary commodities, making these
economies vulnerable to changes in commodity prices; overburdened
infrastructure and obsolete or unseasoned financial systems; environmental
problems; less developed legal systems; and less reliable custodial services
and settlement practices.

FOREIGN SECURITIES (ALL FUNDS). There are certain risks in owning foreign
securities, including those resulting from: fluctuations in currency exchange
rates; devaluation of currencies; political or economic developments and the
possible imposition of currency exchange blockages or other foreign
governmental laws or restrictions; reduced availability of public information
concerning issuers; accounting, auditing and financial reporting standards or
other regulatory practices and requirements that are not uniform when compared
to those applicable to domestic companies; settlement and clearance procedures
in some countries that may not be reliable and can result in delays in
settlement; higher transaction and custody expenses than for domestic
securities; and limitations on foreign ownership of equity securities. Also,
securities of many foreign companies may be less liquid and the prices more
volatile than those of domestic companies. With certain foreign countries,
there is the possibility of expropriation, nationalization, confiscatory
taxation and limitations on the use or removal of assets of the Funds,
including the withholding of dividends.

Each Fund may enter into foreign currency transactions either on a spot or cash
basis at prevailing rates or through forward foreign currency exchange
contracts in order to have the necessary currencies to settle transactions, to
help protect Fund assets against adverse changes in foreign currency exchange
rates, or to provide exposure to a foreign currency commensurate with the
exposure to securities from that country. Such efforts could limit potential
gains that might result from a relative increase in the value of such
currencies, and might, in certain cases, result in losses to the Fund. The
risks of investing in foreign securities may be greater for emerging market
investments.

ADRs, EDRs, GDRs and IDRs (collectively, "depositary receipts") are viewed as
investments in the underlying securities which they represent, and therefore
are subject to the risks of foreign investments. Even when denominated in U.S.
dollars, depositary receipts are subject to currency risk if the underlying
security is denominated in a foreign currency. There can be no assurance that
the price of depositary receipts will always track the price of the underlying
foreign security.

GEOGRAPHIC CONCENTRATION (ING ASIA-PACIFIC REAL ESTATE FUND, ING EUROPEAN REAL
ESTATE FUND AND ING GREATER CHINA FUND). A Fund may invest a substantial amount
of its assets in issuers

70    More Information About Risks


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located in a single country or a limited number of countries. If a Fund focuses
its investments in this manner, it assumes the risk that economic, political
and social conditions in those countries will have a significant impact on its
investment performance. A Fund's investment performance may also be more
volatile if it focuses its investments in certain countries, especially
emerging market countries.

To the extent that a Fund invests significantly in one geographic region or
country, the Fund may be more sensitive to economic and other factors in that
geographic region or country than a more geographically diversified fund.


HIGH-YIELD, LOWER-GRADE DEBT SECURITIES (ING FOREIGN FUND, ING EMERGING MARKETS
FIXED INCOME FUND AND ING GLOBAL BOND FUND). Investments in high-yield debt
securities generally provide greater income and increased opportunity for
capital appreciation than investments in higher quality debt securities, but
they also typically entail greater potential price volatility and principal and
income risk. High-yield debt securities are not considered investment grade,
and are regarded as predominantly speculative with respect to the issuing
company's continuing ability to meet principal and interest payments. The
prices of high-yield debt securities have been found to be less sensitive to
interest rate changes than higher-rated investments, but more sensitive to
adverse economic downturns or individual corporate developments. High-yield
debt securities structured as zero-coupon or pay-in-kind securities tend to be
more volatile. The secondary market in which high-yield debt securities are
traded is generally less liquid than the market for higher grade bonds. At
times of less liquidity, it may be more difficult to value high-yield debt
securities.


INITIAL PUBLIC OFFERINGS ("IPO'S") (ING ASIA-PACIFIC REAL ESTATE FUND, ING
EUROPEAN REAL ESTATE FUND AND ING GREATER CHINA FUND). IPOs and offerings by
companies that have recently gone public have the potential to produce
substantial gains for a Fund. However, there is no assurance that a Fund will
have access to profitable IPOs. Stocks of some newly-public companies may
decline shortly after the initial public offerings.

MORTGAGE-RELATED SECURITIES (ING GLOBAL BOND FUND). Although mortgage loans
underlying a mortgage-backed security may have maturities of up to 30 years,
the actual average life of a mortgage-backed security typically will be
substantially less because the mortgages will be subject to normal principal
amortization and may be prepaid prior to maturity. Like other fixed-income
securities, when interest rates rise, the value of a mortgage-backed security
generally will decline; however, when interest rates are declining, the value
of mortgage-backed securities with prepayment features may not increase as much
as other fixed-income securities. The rate of prepayments on underlying
mortgages will affect the price and volatility of a mortgage-related security,
and may have the effect of shortening or extending the effective maturity of
the security beyond what was anticipated at the time of the purchase.
Unanticipated rates of prepayment on underlying mortgages can be expected to
increase the volatility of such securities. In addition, the value of these
securities may fluctuate in response to the market's perception of the
creditworthiness of the issuers of mortgage-related securities owned by a Fund.
Additionally, although mortgages and mortgage-related securities are generally
supported by some form of government or private guarantee and/or insurance,
there is no assurance that private guarantors or insurers will be able to meet
their obligations, and thus, are subject to risk of default.


NON-DIVERSIFIED INVESTMENT COMPANY (ING GLOBAL NATURAL RESOURCES FUND, ING
GLOBAL REAL ESTATE FUND, ING ASIA-PACIFIC REAL ESTATE FUND, ING DISCIPLINED
INTERNATIONAL SMALLCAP FUND, ING EUROPEAN REAL ESTATE FUND, ING GREATER CHINA
FUND, ING INTERNATIONAL REAL ESTATE FUND, ING EMERGING MARKETS FIXED INCOME
FUND AND ING GLOBAL BOND FUND). The Funds are classified as non-diversified
investment companies under the 1940 Act, which means that each Fund is not
limited by the 1940 Act in the proportion of its assets that it may invest in
the obligations of a single issuer. Declines in the value of that single
company can significantly impact the value of a Fund. The investment of a large
percentage of a Fund's assets in the securities of a small number of issuers
may cause a Fund's share price to fluctuate more than that of a diversified
investment company. Conversely, even though classified as non-diversified, a
Fund may actually maintain a portfolio that is diversified with a large number
of issuers. In such an event, a Fund would benefit less from appreciation in a
single corporate issuer than if it had greater exposure to that issuer.

OTHER INVESTMENT COMPANIES (ALL FUNDS). Each Fund may invest in other
investment companies to the extent permitted by the 1940 Act and the rules
thereunder. These may include exchange-traded funds ("ETFs") and Holding
Company Depositary Receipts ("HOLDRs"), among others. ETFs are exchange traded
investment companies that are designed to provide investment results
corresponding to an equity index and include, among others, Standard & Poor's
Depository Receipts ("SPDRs"), PowerShares QQQTM ("QQQQ"), Dow Jones Industrial
Average Tracking Stocks ("Diamonds") and iShares exchange-traded funds
("iShares"). The main risk of investing in other investment companies
(including ETFs) is that the value of the underlying securities held by the
investment company might decrease. The value of the underlying securities can
fluctuate in response to activities of individual companies or in response to
general market and/or economic conditions. Because a Fund may invest in other
investment companies, you will pay a proportionate share of the expenses of
that other investment company (including management fees, administration fees
and custodial fees). Additional risks of investments in ETFs include: (i) an
active trading market for an ETF's shares may not develop or be maintained or
(ii) trading may be halted if the listing exchange's officials deem such action
appropriate, the shares are delisted from the exchange, or the activation of
market-wide "circuit breakers" (which are tied to large decreases in stock
prices) halts trading generally. Because HOLDRs concentrate in the stocks of a
particular industry, trends in that industry may have a dramatic impact on
their value.


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                                              More Information About Risks    71


MORE INFORMATION ABOUT RISKS
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To seek to achieve a return on uninvested cash or for other reasons, a Fund may
invest its assets in ING Institutional Prime Money Market Fund and/or one or
more other money market funds advised by ING affiliates ("ING Money Market
Funds"). A Fund's purchase of shares of an ING Money Market Fund will result in
the Fund paying a proportionate share of the expenses of the ING Money Market
Fund. The Fund's Adviser will waive its fee in an amount equal to the advisory
fee received by the adviser of the ING Money Market Fund in which the Fund
invests resulting from the Fund's investment into the ING Money Market Fund.

REAL ESTATE SECURITIES (ING GLOBAL REAL ESTATE FUND, ING ASIA-PACIFIC REAL
ESTATE FUND, ING EUROPEAN REAL ESTATE FUND AND ING INTERNATIONAL REAL ESTATE
FUND). Investments in issuers that are primarily engaged in real estate,
including real estate investment trusts ("REITs"), may subject a Fund to risks
similar to those associated with the direct ownership of real estate (in
addition to securities market risks). These companies are sensitive to factors
such as changes in real estate values and property taxes, interest rates, cash
flow of underlying real estate assets, supply and demand, and the management
skill and creditworthiness of the issuer. REITs may also be affected by tax and
regulatory requirements.

RESTRICTED AND ILLIQUID SECURITIES (ING GREATER CHINA FUND AND ING EMERGING
MARKETS FIXED INCOME FUND). If a security is illiquid, a Fund might be unable
to sell the security at a time when the Adviser or Sub-Adviser might wish to
sell, and the security could have the effect of decreasing the overall level of
a Fund's liquidity. Further, the lack of an established secondary market may
make it more difficult to value illiquid securities, which could vary from the
amount a Fund could realize upon disposition. Restricted securities, i.e.,
securities subject to legal or contractual restrictions on resale, may be
illiquid. However, some restricted securities may be treated as liquid,
although they may be less liquid than registered securities traded on
established secondary markets.

REVERSE REPURCHASE AGREEMENTS AND DOLLAR ROLLS (ING GLOBAL BOND FUND). A
reverse repurchase agreement or dollar roll involves the sale of a security,
with an agreement to repurchase the same or substantially similar securities at
an agreed upon price and date. Whether such a transaction produces a gain for
the Fund depends upon the costs of the agreements and the income and gains of
the securities purchased with the proceeds received from the sale of the
security. If the income and gains on the securities purchased fail to exceed
the costs, the Fund's NAV will decline faster than otherwise would be the case.
Reverse repurchase agreements and dollar rolls, as leveraging techniques, may
increase the Fund's yield; however, such transactions also increase the Fund's
risk to capital and may result in a shareholder's loss of principal.

RULE 144A SECURITIES (ING GLOBAL VALUE CHOICE FUND, ING GREATER CHINA FUND AND
ING INTERNATIONAL VALUE CHOICE FUND). Rule 144A securities are securities that
are not registered but which are bought and sold solely by institutional
investors. A Fund considers Rule 144A securities to be "liquid" although the
market for such securities typically is less active than public securities
markets.

SMALL- AND MID-CAPITALIZATION COMPANIES (ALL FUNDS EXCEPT ING EMERGING MARKETS
FIXED INCOME FUND). Investments in small- and mid-capitalization companies
involve greater risk than is customarily associated with larger, more
established companies due to the greater business risks of small size, limited
markets and financial resources, narrow product lines and the frequent lack of
depth of management. The securities of smaller companies are often traded
over-the-counter and may not be traded in volumes typical on a national
securities exchange. Consequently, the securities of smaller companies may have
limited market stability and may be subject to more abrupt or erratic market
movements than securities of larger, more established companies or the market
averages in general.


INABILITY TO SELL SECURITIES (ALL FUNDS). Certain securities generally trade in
lower volume and may be less liquid than securities of large established
companies. These less liquid securities could include securities of small and
mid-size U.S. companies, high-yield securities, convertible securities, unrated
debt and convertible securities, securities that originate from small offerings
and foreign securities, particularly those from companies in countries with an
emerging securities market. A Fund could lose money if it cannot sell a
security at the time and price that would be most beneficial to the Fund.

LENDING PORTFOLIO SECURITIES (ALL FUNDS). In order to generate additional
income, a Fund may lend portfolio securities in an amount up to 331/3% or 30%,
depending on the Fund, of Fund assets to broker-dealers, major banks, or other
recognized domestic institutional borrowers of securities. When a Fund lends
its securities, it is responsible for investing the cash collateral it receives
from the borrower of the securities, and a Fund could incur losses in
connection with the investment of such cash collateral. As with other
extensions of credit, there are risks of delay in recovery or even loss of
rights in the collateral should the borrower default or fail financially.


LEVERAGE RISK (ING GLOBAL BOND FUND). Certain transactions may give rise to a
form of leverage. Such transactions may include, among others, reverse
repurchase agreements, loans of portfolio securities, and the use of
when-issued, delayed delivery or forward commitment transactions. The use of
derivatives may also create leveraging risk. To mitigate leveraging risk, the
Fund will segregate liquid assets or otherwise cover the transactions that may
give rise to such risk. The use of leverage may cause the Fund to liquidate
portfolio positions when it may not be advantageous to do so to satisfy its
obligations or to meet segregation requirements. Leverage, including borrowing,
may cause the Fund to be more volatile than if the Fund had not been leveraged.
This is because leverage tends to exaggerate the effect of any increase or
decrease in the value of the Fund's assets.

72    More Information About Risks


                            MORE INFORMATION ABOUT RISKS
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PORTFOLIO TURNOVER (ING GLOBAL NATURAL RESOURCES FUND, ING ASIA-PACIFIC REAL
ESTATE FUND, ING DISCIPLINED INTERNATIONAL SMALLCAP FUND, ING EUROPEAN REAL
ESTATE FUND, ING INDEX PLUS INTERNATIONAL EQUITY FUND, ING INTERNATIONAL GROWTH
OPPORTUNITIES FUND, ING INTERNATIONAL REAL ESTATE FUND, ING INTERNATIONAL VALUE
OPPORTUNITIES FUND AND ING GLOBAL BOND FUND). The Funds are generally expected
to engage in frequent and active trading of portfolio securities to achieve
their respective investment objective. A high portfolio turnover rate involves
greater expenses to the Funds, including brokerage commissions and other
transaction costs, which may have an adverse effect on the performance of the
Funds, and is likely to generate more taxable short-term gains for
shareholders.

OTHER RISKS


INVESTMENT BY FUNDS-OF-FUNDS. A Fund's shares may be purchased by other
investment companies, including through fund-of-funds arrangements within the
ING Funds family. In some cases, a Fund may serve as a primary or significant
investment vehicle for a fund-of-funds. From time to time, a Fund may
experience large inflows or redemptions due to allocations or rebalancings by
these funds-of funds. While it is impossible to predict the overall impact of
these transactions over time, there could be adverse effects on portfolio
management. For example, a Fund may be required to sell securities or invest
cash at times when it would not otherwise do so. These transactions could also
increase transaction costs or portfolio turnover. The Adviser or portfolio
manager will monitor transactions by the funds-of funds and will attempt to
minimize any adverse effects on the Portfolio and funds-of-funds as a result of
these transactions. So long as a Fund accepts investments by other investment
companies, it will not purchase securities of other investment companies,
except to the extent permitted by the 1940 Act or under the terms of an
exemptive order granted by the SEC.

INDEX STRATEGY. A Fund may use an indexing strategy that does not attempt to
manage market volatility, use defensive strategies or reduce the effects of any
long-term periods of poor stock performance. The correlation between a Fund and
index performance may be affected by the Fund's expenses, and the timing of
purchases and redemptions of a Fund's shares.

INTERESTS IN LOANS. A Fund may invest in participation interests or assignments
in secured variable or floating rate loans which include participation
interests in lease financings. Loans are subject to the credit risk of
nonpayment of principal or interest. Substantial increases in interest rates
may cause an increase in loan defaults. Although the loans will generally be
fully collateralized at the time of acquisition, the collateral may decline in
value, be relatively illiquid, or lose all or substantially all of its value
subsequent to a Fund's investment. Many loans are relatively illiquid and may
be difficult to value.


MANAGEMENT. Each Fund is subject to management risk because it is an actively
managed investment portfolio. The Adviser, the Sub-Adviser or each individual
portfolio manager will apply investment techniques and risk analyses in making
investment decisions for the Funds, but there can be no guarantee that these
will produce the desired results. Many sub-advisers of equity funds employ
styles that are characterized as "value" or "growth." However, these terms can
have different application by different managers. One sub-adviser's value
approach may be different from another, and one sub-adviser's growth approach
may different from another. For example, some value managers employ a style in
which they seek to identify companies that they believe are valued at a more
substantial or "deeper discount" to a company's net worth than other value
managers. Therefore, some funds that are characterized as growth or value can
have greater volatility than other funds managed by other managers in a growth
or value style.

PAIRING-OFF TRANSACTIONS. A pairing-off transaction occurs when an Underlying
Fund commits to purchase a security at a future date, and then the Underlying
Fund pairs-off the purchase with a sale of the same security prior to or on the
original settlement date. Whether a pairing-off transaction on a debt security
produces a gain depends on the movement of interest rates. If interest rates
increase, then the money received upon the sale of the same security will be
less than the anticipated amount needed at the time the commitment to purchase
the security at the future date was entered and the Underlying Fund will
experience a loss.

REPURCHASE AGREEMENTS. Repurchase agreements involve the purchase by a Fund of
a security that the seller has agreed to repurchase at an agreed-upon date and
price. If the seller defaults and the collateral value declines, a Fund might
incur a loss. If the seller declares bankruptcy, a Fund may not be able to sell
the collateral at the desired time.

SHORT SALES. A short sale is the sale by a Fund of a security which has been
borrowed from a third party on the expectation that the market price will drop.
If the price of the security rises, a Fund may have to cover its short position
at a higher price than the short sale price, resulting in a loss.


U.S. GOVERNMENT SECURITIES AND OBLIGATIONS. Obligations issued by some U.S.
government agencies, authorities, instrumentalities or sponsored enterprises,
such as the Government National Mortgage Association, are backed by the full
faith and credit of the U.S. Treasury while obligations issued by others, such
as the Federal National Mortgage Association, Federal Home Loan Mortgage
Corporation and Federal Home Loan Banks, are backed solely by the entity's own
resources or by the ability of the entity to borrow from the U.S. Treasury. No
assurance can be given that the U.S. government will provide financial support
to U.S. government agencies, authorities, instrumentalities or sponsored
enterprises if it is not obliged to do so by law.

PERCENTAGE AND RATING LIMITATIONS Unless otherwise stated, the percentage and
rating limitations in this Prospectus apply at the time of investment.

TEMPORARY DEFENSIVE STRATEGIES. When the Adviser or a Sub-Adviser to a Fund
anticipates unusual market or other conditions, the Fund may temporarily depart
from its principal investment strategies as a defensive measure. To the extent
that a Fund invests defensively, it likely will not achieve capital
appreciation.


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                          If you have any questions, please call 1-800-992-0180.

                                              More Information About Risks    73


DIVIDENDS, DISTRIBUTIONS AND TAXES
--------------------------------------------------------------------------------

DIVIDENDS AND DISTRIBUTIONS
The Funds generally distribute most or all of their net earnings in the form of
dividends and capital gain distributions. Distributions are normally expected
to consist primarily of capital gains.


Each Fund pays dividends and capital gains, if any, annually (except ING Global
Real Estate Fund, ING Global Equity Dividend Fund, ING Asia-Pacific Real Estate
Fund, ING European Real Estate Fund, ING International Equity Dividend Fund and
ING International Real Estate Fund which pay dividends and capital gains, if
any, quarterly).


DIVIDEND REINVESTMENT

Unless you instruct a Fund to pay you dividends in cash, dividends and
distributions paid by a Fund will be reinvested in additional shares of the
Fund. You may, upon written request or by completing the appropriate section of
the Account Application, elect to have all dividends and other distributions
paid on Class I or Class Q shares of a Fund invested in another ING Fund that
offers the same class of shares. If you are a shareholder of ING Prime Rate
Trust, whose shares are not held in a broker or nominee account, you may, upon
written request, elect to have all dividends invested into a pre-existing Class
A Shares account of any open-end ING Fund.

TAXES

The following information is meant as a general summary for U.S. shareholders.
Please see the SAI for additional information. You should rely on your own tax
adviser for advice about the particular federal, state and local tax
consequences to you of investing in a Fund.

Each Fund will distribute all, or substantially all, of its net investment
income and net capital gains to its shareholders each year. Although the Fund
will not be taxed on amounts it distributes, most shareholders will be taxed on
amounts they receive. A particular distribution generally will be taxable as
either ordinary income or long-term capital gains. Except as described below,
it generally does not matter how long you have held your Fund shares or whether
you elect to receive your distributions in cash or reinvest them in additional
Fund shares. For example, if a Fund designates a particular distribution as a
long-term capital gains distribution, it will be taxable to you at your
long-term capital gains rate. Dividends attributable to interest income are not
eligible for the reductions in rates described below.

Current tax law (which is currently scheduled to apply through 2010) generally
provides for a maximum tax rate for individual taxpayers of 15% on long-term
gains from sales and from certain qualifying dividends on corporate stock.
Although, these rate reductions do not apply to corporate taxpayers, such
taxpayers may be entitled to a corporate dividends received deduction with
respect to their share of eligible domestic corporate dividends received by a
Fund.

The following are guidelines for how certain distributions by the Funds are
generally taxed to individual taxpayers:

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

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

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

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

.  Distributions of certain long-term gains from depreciable real estate are
   taxed at a minimum rate of 25%.


.  The maximum 15% tax rate for individual taxpayers on long-term capital gains
   and qualifying dividends is currently scheduled to apply through 2010. In
   the absence of further Congressional action, for the calendar years after
   2010, the maximum rate on long-term capital gains for individual taxpayers
   would increase 20% and income from dividends would be taxed at the rates
   applicable to ordinary income.


Dividends declared by a Fund in October, November or December and paid during
the following January may be treated as having been received by shareholders in
the year the distributions were declared.

You will receive an annual statement summarizing your dividend and capital
gains distributions.

If you buy shares of a Fund before it makes a distribution, the distribution
will be taxable to you even though it may actually be a return of a portion of
your investment. This is known as "buying a dividend."

If you invest through a tax-deferred account, such as a retirement plan, you
generally will not have to pay tax on dividends until they are distributed from
the account. These accounts are subject to complex tax rules, and you should
consult your tax adviser about investment through a tax-deferred account.

There may be tax consequences to you if you sell or redeem Fund shares. You
will generally have a capital gain or loss, which will be long-term or
short-term, generally depending on how long you hold those shares. If you
exchange shares, you may be treated as if you sold them. If your tax basis in
your shares exceeds the amount of proceeds you receive from a sale, exchange or
redemption of shares, you will recognize a taxable loss on the sale of shares
of a Fund. Any loss recognized on shares held for six months or less will be
treated as long-term capital loss to the extent of any long-term capital gain
distributions that were received with respect to the shares. Additionally, any
loss realized on a sale, redemption or exchange of shares of a Fund may be
disallowed under "wash sale" rules to the extent the shares disposed of are
replaced with other shares of that Fund within a period of 61 days beginning 30
days before and ending 30 days after shares are disposed of, such as pursuant
to a dividend reinvestment in shares of that Fund. If disallowed, the loss will
be reflected in an adjustment to the tax basis of the shares acquired. You are
responsible for any tax liabilities generated by your transactions.

As with all mutual funds, a Fund may be required to withhold U.S. federal
income tax at the current rate of 28% of all taxable distributions payable to
you if you fail to provide the Fund with your correct taxpayer identification
number or to make required certifications, or if you have been notified by the
IRS that you are subject to backup withholding. Backup withholding is not an

74    Dividends, Distributions and Taxes


                      DIVIDENDS, DISTRIBUTIONS AND TAXES
--------------------------------------------------------------------

additional tax; rather, it is a way in which the IRS ensures it will collect
taxes otherwise due. Any amounts withheld may be credited against your U.S.
federal income tax liability.

If more than 50% of the value of a Fund's total assets at the close of its
taxable year consists of securities of foreign corporations, that Fund will be
eligible and may elect to treat a proportionate amount of certain foreign taxes
paid by it as a distribution to each shareholder which would permit each
shareholder (1) to credit this amount or (2) to deduct this amount for purposes
of computing its U.S. federal income tax liability. Each Fund will notify you
if it makes this election.

Please note that ING Global Real Estate Fund, ING Asia-Pacific Real Estate
Fund, ING European Real Estate Fund and ING International Real Estate Fund will
be sending you a Form 1099 reflecting the distributions you received in a
particular calendar year at the end of February of the following year, which is
one month later than when most such forms are sent.

Please note that ING Global Natural Resources Fund (like all mutual funds) may
not receive more than 10% of its gross income in any taxable year from selling
precious metals or any other physical commodity, derivatives on commodities or
from certain other types of non-qualifying income.

Please see the SAI for further information regarding tax matters.

[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                                        Dividends, Distributions and Taxes    75


FINANCIAL
 HIGHLIGHTS
--------------------------------------------------------------------


Because ING Asia-Pacific Real Estate Fund and ING European Real Estate Fund did
not commence operations as of the fiscal year ended October 31, 2007, financial
highlights are not available.

Because Class W shares had not commenced operations as of October 31, 2007,
financial highlights are not available for Class W shares. Annual returns would
differ only to the extent Class I, Class Q and Class W Shares have different
expenses. The financial highlights tables on the following pages are intended
to help you understand the Funds' Class I or Class Q shares' financial
performance for the period of the class' operations. Certain information
reflects financial results for a single share. The total return in the table
represents the rate that an investor would have earned (or lost) on an
investment in the Fund (assuming reinvestment of all dividends and
distributions). A report of the Funds' independent registered public accounting
firm, along with the Funds' financial statements, is included in the Funds'
annual shareholder report, which is incorporated by reference into the SAI and
is available upon request.


76  Financial Highlights


FINANCIAL HIGHLIGHTS ING GLOBAL EQUITY DIVIDEND FUND
--------------------------------------------------------------------

The information in the table below has been derived from the Fund's financial
statements, which have been audited by KPMG LLP, an independent registered
public accounting firm.


                                                                      CLASS I
                                                                   ------------
                                                                     AUGUST 1,
                                                                    2007(1) TO
                                                                    OCTOBER 31,
                                                                       2007

 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of period                    $              15.81
 Income from investment operations:
 Net investment income                                   $               0.12*
 Net realized and unrealized gain on investments and     $               1.03
  foreign currency related transactions
 Total from investment operations                        $               1.15
 Less distributions from:
 Net investment income                                   $               0.13
 Total distributions                                     $               0.13
 Net asset value, end of period                          $              16.83
 TOTAL RETURN(2)                                         %               7.26
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of period (000's)                       $                  1
 Ratios to average net assets:
 Expenses(3)                                             %               0.90
 Net investment income(3)                                %               2.98
 Portfolio turnover rate                                 %                 36


--------------------------------------------------------------------------------

(1)   Commencement of operations.


(2)   Total return is calculated assuming reinvestment of all dividends and
      capital gain distributions at net asset value. Total return for less than
      one year is not annualized.

(3)   Annualized for period less than one year.

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


[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                                             ING Global Equity Dividend Fund  77


ING GLOBAL NATURAL RESOURCES FUND                          FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------


The information in the table below has been derived from the Fund's financial
statements, which have been audited by KPMG LLP, an independent registered
public accounting firm.



                                                                         CLASS I
                                                                   ------------------
                                                                    AUGUST 1, 2007(1)
                                                                           TO
                                                                    OCTOBER 31, 2007

-----------                                              ------                 -
 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of period                    $                  12.07
 Income from investment operations:
 Net investment income                                   $                   0.00*
 Net realized and unrealized gain on investments and     $                   2.12
  foreign currency related transactions
 Total from investment operations                        $                   2.12
 Net asset value, end of period                          $                  14.19
 TOTAL RETURN(2)                                         %                  17.56
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of period (000's)                       $                      2
 Ratios to average net assets:
 Expenses(3)                                             %                   1.08 +
 Net investment income(3)                                %                   0.09
 Portfolio turnover rate                                 %                    121


--------------------------------------------------------------------------------

(1)   Commencement of operations.


(2)   Total return is calculated assuming reinvestment of all dividends and
      capital gain distributions at net asset value. Total return for less than
      one year is not annualized.

(3)   Annualized for period less than one year.

*     Amount is less than $0.005.

+     Impact of waiving the advisory fee for the ING Institutional Prime Money
      Market Fund holding has less than 0.01% impact on the expense ratio.


78  ING Global Natural Resources Fund


FINANCIAL HIGHLIGHTS         ING GLOBAL REAL ESTATE FUND
--------------------------------------------------------------------

The information in the table below has been derived from the Fund's financial
statements, which have been audited by KPMG LLP, an independent registered
public accounting firm.


                                                                                              CLASS I
                                                                         --------------------------------------------------
                                                                                 YEAR ENDED
                                                                                OCTOBER 31,               JUNE 3, 2005(1)
                                                                         --------------------------             TO
                                                                              2007           2006      OCTOBER 31, 2005
------------------------------------------------------------    -----         ----           ----      --------------------
 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of period                            $           22.23          17.14         16.32
 Income from investment operations:
 Net investment income                                           $            0.28*          0.28*         0.14*+
 Net realized and unrealized gain on investments and             $            3.16           6.39          0.86 +
  foreign currency related transactions
 Total from investment operations                                $            3.44           6.67          1.00
 Less distributions from:
 Net investment income                                           $            1.15           0.52          0.18
 Net realized gains on investments                               $            0.31           1.06             -
 Total distributions                                             $            1.46           1.58          0.18
 Net asset value, end of period                                  $           24.21          22.23         17.14
 TOTAL RETURN(2)                                                 %           15.88          41.49          6.14
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of period (000's)                               $          76,869         11,226         1,681
 Ratios to average net assets:
 Gross expenses prior to expense reimbursement/recoupment(3)     %            0.95           1.06          1.22
 Net expenses after expense reimbursement/recoupment (3)(4)      %            0.95           1.06          1.30
 Net investment income after expense                             %            1.24           1.40          0.85 +
  reimbursement/recoupment(3)(4)
 Portfolio turnover rate                                         %              57             39            91


--------------------------------------------------------------------------------

(1)   Commencement of operations.


(2)   Total return is calculated assuming reinvestment of all dividends and
      capital gain distributions at net asset value. Total return for less than
      one year is not annualized.


(3)   Annualized for periods less than one year.

(4)   The Adviser has agreed to limit expenses, (excluding interest, taxes,
      brokerage and extraordinary expenses) subject to possible recoupment by
      ING Investments within three years of being incurred.


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


+     Effective November 1, 2004, the Fund adopted a policy to reduce cost of
      investments for financial statement purposes by the distributions
      received in excess of income from Real Estate Investment Trusts. The
      effect of this change for the twelve months ended October 31, 2005 was to
      decrease the net investment income per share by $0.30, increase net
      realized and unrealized gain on investments per share by $0.30 and
      decrease the ratio of net investment income to average net assets from
      2.60% to 0.85%.

[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                                                 ING Global Real Estate Fund  79


ING GLOBAL VALUE CHOICE FUND                               FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------

The information in the table below has been derived from the Fund's financial
statements, which have been audited by KPMG LLP, an independent registered
public accounting firm.


                                                                                    CLASS I
                                                                 ---------------------------------------------
                                                                  YEAR ENDED OCTOBER 31,  SEPTEMBER 6, 2006(1)
                                                                 -----------------------           TO
                                                                           2007             OCTOBER 31, 2006
                                                                 ----------------------- ---------------------

 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of period                       $                21.73                 21.31
 Income (loss) from investment operations:
 Net investment gain (loss)                                 $                 0.15                 (0.11)
 Net realized and unrealized gain on investments and        $                 6.69                  0.53
  foreign currency related transactions
 Total from investment operations                           $                 6.84                  0.42
 Net asset value, end of period                             $                28.57                 21.73
 TOTAL RETURN(2)                                            %                31.48                  1.97
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of period (000's)                          $                7,845                 3,010
 Ratio to average net assets:
 Gross expenses prior to expense reimbursement/recoupment   %                 1.25                  1.27
  and brokerage commission recapture (3)
 Net expenses after expense reimbursement/recoupment and    %                 1.30                  1.26
  prior to brokerage commission recapture(3)(4)
 Net expenses after expense reimbursement/recoupment and    %                 1.29                  1.26
  brokerage commission recapture(3)(4)
 Net investment gain (loss) after expense                   %                 0.67                 (0.69)
reimbursement/recoupment and brokerage commission
  recapture(3)(4)
 Portfolio turnover rate                                    %                   66                    77



                                                                                            CLASS Q
                                                                 -------------------------------------------------------------
                                                                                    YEAR ENDED OCTOBER 31,
                                                                 -------------------------------------------------------------
                                                                     2007        2006         2005         2004        2003
                                                                 ----------- ----------- ------------- ----------- -----------

 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of year                         $        25.44       21.25        18.61         17.17       14.34
 Income (loss) from investment operations:
 Net investment income (loss)                               $         0.08*       0.18*        0.15          0.01       (0.01)
 Net realized and unrealized gain on investments and        $         7.84        4.20         2.49          1.43        2.84
  foreign currency related transactions
 Total from investment operations                           $         7.92        4.38         2.64          1.44        2.83
 Less distributions from:
 Net investment income                                      $            -        0.19            -            -           -
 Total distributions                                        $            -        0.19            -            -           -
 Payment by affiliate                                       $            -           -         0.00**          -           -
 Net asset value, end of year                               $        33.36       25.44        21.25         18.61       17.17
 TOTAL RETURN(2)                                            %        31.13       20.75        14.19 +        8.39       19.74
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of year (000's)                            $        2,652       2,757        4,387         4,223       6,454
 Ratios to average net assets:
 Gross expenses prior to expense reimbursement/recoupment   %         1.50        1.52         1.60          1.51        1.62
  and brokerage commission
recapture
 Net expenses after expense reimbursement/recoupment and    %         1.55        1.52         1.55          1.59        1.54
  prior to brokerage commission
recapture(4)
 Net expenses after expense reimbursement/recoupment and    %         1.54        1.51         1.55          1.59        1.54
  brokerage commission recapture(4)
 Net investment income (loss) after expense                 %         0.29        0.75         0.75          0.05       (0.04)
  reimbursement/recoupment and brokerage
commission recapture (4)
 Portfolio turnover rate                                    %           66          77          129           101         125


--------------------------------------------------------------------------------

(1)   Commencement of operations.

(2)   Total return is calculated assuming reinvestment of all dividends and
      capital gain distributions at net asset value. Total return for less than
      one year is not annualized.

(3)   Annualized for periods less than one year.

(4)   The Adviser has agreed to limit expenses, (excluding, interest, taxes,
      brokerage and extraordinary expense) subject to possible recoupment by
      ING Investments within three years of being incurred.


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

**    Amount is less than $0.005.


+     In 2005, there was no impact on total return due to payment by affiliate.

80  ING Global Value Choice Fund


FINANCIAL HIGHLIGHTS ING DISCIPLINED INTERNATIONAL SMALLCAP FUND
--------------------------------------------------------------------

The information in the table below has been derived from the Fund's financial
statements, which have been audited by KPMG LLP, an independent registered
public accounting firm.


                                                                         CLASS I
                                                                ------------------------
                                                                 DECEMBER 20, 2006(1) TO
                                                                       OCTOBER 31,
                                                                          2007

-----------                                             -----                   -
 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of period                    $                  10.00
 Income from investment operations:
 Net investment income                                   $                   0.13*
 Net realized and unrealized gain on investments and     $                   2.00
  foreign currency related transactions
 Total from investment operations                        $                   2.13
 Net asset value, end of period                          $                  12.13
 TOTAL RETURN(2)                                         %                  21.30
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of period (000's)                       $                465,657
 Ratios to average net assets:
 Expenses(3)                                             %                   0.86
 Net investment income(3)                                %                   1.29
 Portfolio turnover rate                                 %                    116


--------------------------------------------------------------------------------

(1)   Commencement of operations.


(2)   Total return is calculated assuming reinvestment of all dividends and
      capital gain distributions at net asset value. Total return for less than
      one year is not annualized.

(3)   Annualized for period less than one year.



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


[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                                 ING Disciplined International SmallCap Fund  81


ING EMERGING COUNTRIES FUND                                FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------

The information in the table below has been derived from the Fund's financial
statements, which have been audited by KPMG LLP, an independent registered
public accounting firm.


                                                                                      CLASS I
                                                                   ---------------------------------------------
                                                                    YEAR ENDED OCTOBER 31,  DECEMBER 21, 2005(1)
                                                                   -----------------------           TO
                                                                             2007             OCTOBER 31, 2006
                                                                   ----------------------- ---------------------

 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of period                         $                29.72                25.52
 Income from investment operations:
 Net investment income                                        $                 0.55                 0.65*
 Net realized and unrealized gain on investments and          $                11.90                 3.55
  foreign currency related transactions (net of Indian tax)
 Total from investment operations                             $                12.45                 4.20
 Less distribution from:
 Net investment income                                        $                 0.54                    -
 Total distributions                                          $                 0.54                    -
 Net asset value, end of period                               $                41.63                29.72
 TOTAL RETURN(2)                                              %                42.41                16.46
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of period (000's)                            $               41,551               23,456
 Ratios to average net assets:
 Gross expenses prior to expense reimbursement/recoupment     %                 1.56                 1.55
  and brokerage commission recapture (3)
 Net expenses after expense reimbursement/recoupment and      %                 1.56                 1.55
  prior to brokerage commission recapture(3)(4)
 Net expenses after expense reimbursement/recoupment and      %                 1.53                 1.54
  brokerage commission recapture(3)(4)
 Net investment income after expense                          %                 1.71                 2.73
reimbursement/recoupment and brokerage commission recapture
  (3)(4)
 Portfolio turnover rate                                      %                   51                   35


82  ING Emerging Countries Fund


FINANCIAL HIGHLIGHTS ING EMERGING COUNTRIES FUND - (CONTINUED)
--------------------------------------------------------------------


                                                                                             CLASS Q
                                                                 ---------------------------------------------------------------
                                                                                     YEAR ENDED OCTOBER 31,
                                                                 ---------------------------------------------------------------
                                                                     2007        2006         2005          2004         2003
                                                                 ----------- ----------- ------------- ------------- -----------

 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of year                         $         30.62      24.38         20.03        17.89         12.80
 Income from investment operations:
 Net investment income                                      $          0.44       0.59*         0.26         0.09          0.12
 Net realized and unrealized gain on investments and        $         12.31       5.81          4.07         2.17          4.97
  foreign currency related transactions (net
of Indian tax)
 Total from investment operations                           $         12.75       6.40          4.33         2.26          5.09
 Less distributions from:
 Net investment income                                      $          0.45       0.16          0.03         0.12            -
 Total distributions                                        $          0.45       0.16          0.03         0.12            -
 Payment by affiliate                                       $            -           -          0.05         0.00**          -
 Net asset value, end of year                               $         42.92      30.62         24.38        20.03         17.89
 TOTAL RETURN(2)                                            %         42.05      26.37        21.89++       12.70 +       39.77
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of year (000's)                            $        21,253     10,700       10,776         8,929        18,168
 Ratios to average net assets:
 Gross expenses prior to expense reimbursement/recoupment   %          1.81       1.80          1.85         2.00          2.03
  and brokerage commission
recapture
 Net expenses after expense reimbursement/recoupment and    %          1.81       1.80          1.85         2.10          1.93
  prior to brokerage commission
recapture(4)
 Net expenses after expense reimbursement/recoupment and    %          1.78       1.79          1.85         2.10          1.93
  brokerage commission recapture(4)
 Net investment income after expense                        %          1.49       2.09          1.12         0.36          0.59
  reimbursement/recoupment and brokerage commission
recapture(4)
 Portfolio turnover rate                                    %            51         35           124           88           135


--------------------------------------------------------------------------------

(1)   Commencement of operations.

(2)   Total return is calculated assuming reinvestment of all dividends and
      capital gain distributions at net asset value. Total return for less than
      one year is not annualized.


(3)   Annualized for periods less than one year.



(4)   The Adviser has agreed to limit expenses, (excluding, interest, taxes,
      brokerage and extraordinary expenses), subject to possible recoupment by
      ING Investments within three years of being incurred.



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

**    Amount is less than $0.005.

+     In 2004, 0.06% of the total return consists of a gain on an investment
      not meeting the Fund's investment restrictions. Excluding this item,
      total return would have been 12.64%.



++    In 2005, 0.25% of the total return consists of a payment by affiliate.
      Excluding this item, total return would have been 21.64%.


[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                                                 ING Emerging Countries Fund  83


ING FOREIGN FUND                                           FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------

The information in the table below has been derived from the Fund's financial
statements, which have been audited by KPMG LLP, an independent registered
public accounting firm.


                                                                                            CLASS I
                                                                 --------------------------------------------------------------
                                                                                    YEAR ENDED                     SEPTEMBER 8,
                                                                                   OCTOBER 31,                      2003(1) TO
                                                                 ------------------------------------------------  OCTOBER 31,
                                                                     2007         2006        2005        2004         2003
                                                                 ------------ ----------- ----------- ----------- -------------

 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of period                       $          18.78      14.93        12.45       11.05       10.63
 Income from investment operations:
 Net investment income                                      $           0.16       0.13*        0.34        0.19        0.00**
 Net realized and unrealized gain on investments and        $           5.65       4.08         2.14        1.39        0.42
  foreign currency related transactions
 Total from investment operations                           $           5.81       4.21         2.48        1.58        0.42
 Less distributions from:
 Net investment income                                      $             -           -           -         0.04           -
 Return of capital                                          $             -           -           -         0.10           -
 Net realized gains on investments                          $           0.68       0.36           -         0.04           -
 Total distributions                                        $           0.68       0.36           -         0.18           -
 Net asset value, end of period                             $          23.91      18.78        14.93       12.45       11.05
 TOTAL RETURN(2)                                            %          31.76      28.67        19.92       14.53        3.95
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of period (000's)                          $        108,732     61,248        1,049       2,547         188
 Ratios to average net assets:
 Gross expenses prior to expense reimbursement/recoupment   %           1.21       1.28         1.34        1.50        5.51
  and brokerage commission
recapture(3)
 Net expenses after expense reimbursement/recoupment and    %           1.21       1.35         1.35        1.25        1.43
  prior to brokerage commission
recapture(3)(4)
 Net expenses after expense reimbursement/recoupment and    %           1.21       1.34         1.35        1.25        1.43
  brokerage commission
recapture(3)(4)
 Net investment income after expense                        %           0.94       0.78         0.97        1.58        0.21
  reimbursement/recoupment and brokerage commission
recapture(3)(4)
 Portfolio turnover rate                                    %             69         65           81         141          50


84  ING Foreign Fund


FINANCIAL HIGHLIGHTS   ING FOREIGN FUND - (CONTINUED)
--------------------------------------------------------------------


                                                                                              CLASS Q
                                                                 -----------------------------------------------------------------
                                                                                   YEAR ENDED
                                                                                   OCTOBER 31,                        JULY 10,
                                                                 -----------------------------------------------     2003(1) TO
                                                                     2007        2006        2005        2004     OCTOBER 31, 2003
                                                                 ----------- ----------- ----------- ----------- -----------------

 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of period                      $         18.61       14.82        12.40       11.02          10.13
 Income (loss) from investment operations:
 Net investment income (loss)                              $          0.17*       0.07*        0.08        0.09          (0.00)**
 Net realized and unrealized gain on investments and       $          5.53        4.08         2.34        1.46           0.89
  foreign currency related transactions
 Total from investment operations                          $          5.70        4.15         2.42        1.55           0.89
 Less distributions from:
 Net investment income                                     $             -           -            -        0.03              -
 Return of capital                                         $             -           -            -        0.10              -
 Net realized gains on investments                         $          0.68        0.36            -        0.04              -
 Total distributions                                       $          0.68        0.36            -        0.17              -
 Net asset value, end of period                            $         23.63       18.61        14.82       12.40          11.02
 TOTAL RETURN(2)                                           %         31.45       28.47        19.52       14.28           8.79
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of period (000's)                         $           856       1,196        1,079       1,054            421
 Ratios to average net assets:
 Gross expenses prior to expense reimbursement/recoupment  %          1.45        1.53         1.59        1.85           5.93
  and brokerage commission
recapture (3)
 Net expenses after expense reimbursement/recoupment and   %          1.45        1.60         1.60        1.60           1.85
  prior to brokerage commission
recapture(3)(4)
 Net expenses after expense reimbursement/recoupment and   %          1.45        1.60         1.60        1.60           1.85
  brokerage commission
recapture(3)(4)
 Net investment income (loss) after expense                %          0.82        0.43         0.53        0.34          (0.17)
  reimbursement/recoupment and brokerage
commission recapture (3)(4)
 Portfolio turnover rate                                   %            69          65           81         141             50


--------------------------------------------------------------------------------

(1)   Commencement of operations.

(2)   Total return is calculated assuming reinvestment of all dividends and
      capital gain distributions at net asset value. Total return for less than
      one year is not annualized.

(3)   Annualized for periods less than one year.

(4)   The Adviser has agreed to limit expenses, (excluding interest, taxes,
      brokerage and extraordinary expenses) subject to possible recoupment by
      ING Investments within three years of being incurred.


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

**    Amount is less than $0.005 or more than $(0.005).


[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                                                            ING Foreign Fund  85


ING GREATER CHINA FUND                                     FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------

The information in the table below has been derived from the Fund's financial
statements, which have been audited by KPMG LLP, an independent registered
public accounting firm.


                                                                                    CLASS I
                                                                   -----------------------------------------
                                                                    YEAR ENDED OCTOBER 31,   MAY 8, 2006(1)
                                                                   -----------------------         TO
                                                                             2007           OCTOBER 31, 2006
                                                                   ----------------------- -----------------

 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of period                         $               12.50                12.84
 Income (loss) from investment operations:
 Net investment income                                        $                0.11                 0.08
 Net realized and unrealized gain (loss) on investments and   $               11.93                (0.42)
  foreign currency related transactions
 Total from investment operations                             $               12.04                (0.34)
 Less distributions from:
 Net investment income                                        $                0.08                    -
 Net realized gains on investments                            $                0.00*                   -
 Total distributions                                          $                0.08                    -
 Net asset value, end of period                               $               24.46                12.50
 TOTAL RETURN(2)                                              %               96.81                (2.65)
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of period (000's)                            $                  52                   22
 Ratios to average net assets:
 Expenses(3)                                                  %                1.66                 2.39
 Net investment income(3)                                     %                0.73                 1.47
 Portfolio turnover rate                                      %                 109                  108


--------------------------------------------------------------------------------

(1)   Commencement of operations.


(2)   Total return is calculated assuming reinvestment of all dividends and
      capital gain distributions at net asset value. Total return for less than
      one year is not annualized.


(3)   Annualized for periods less than one year.


*     Amount is less than $0.005.


86  ING Greater China Fund


FINANCIAL HIGHLIGHTS ING INDEX PLUS INTERNATIONAL EQUITY FUND
--------------------------------------------------------------------

The information in the table below has been derived from the Fund's financial
statements, which have been audited by KPMG LLP, an independent registered
public accounting firm.


                                                                                      CLASS I
                                                                   ---------------------------------------------
                                                                    YEAR ENDED OCTOBER 31,  DECEMBER 21, 2005(1)
                                                                   -----------------------           TO
                                                                             2007             OCTOBER 31, 2006
                                                                   ----------------------- ---------------------

 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of period                         $                11.70                10.00
 Income from investment operations:
 Net investment income                                        $                 0.20                 0.16*
 Net realized and unrealized gain on investments and          $                 2.55                 1.54
  foreign currency related transactions
 Total from investment operations                             $                 2.75                 1.70
 Less distributions from:
 Net investment income                                        $                 0.12                    -
 Net realized gains on investments                            $                 0.27                    -
 Total distributions                                          $                 0.39                    -
 Net asset value, end of period                               $                14.06                11.70
 TOTAL RETURN(2)                                              %                24.14                17.00
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of period (000's)                            $              118,924               78,581
 Ratios to average net assets:
 Gross expenses prior to expense reimbursement/recoupment(3)  %                 0.84                 1.05
 Net expenses after expense reimbursement/recoupment(3)(4)    %                 0.87                 0.90
 Net investment income after expense                          %                 1.78                 1.69
  reimbursement/recoupment(3)(4)
 Portfolio turnover rate                                      %                  213                  188


--------------------------------------------------------------------------------

(1)   Commencement of operations.


(2)   Total return is calculated assuming reinvestment of all dividends and
      capital gain distributions at net asset value. Total return for less than
      one year is not annualized.


(3)   Annualized for periods less than one year.


(4)   The Adviser has agreed to limit expenses, excluding interest, taxes,
      brokerage and extraordinary expenses) subject to possible recoupment by
      ING Investments within three years of being incurred.



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


[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                                    ING Index Plus International Equity Fund  87


ING INTERNATIONAL CAPITAL APPRECIATION FUND                FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------

The information in the table below has been derived from the Fund's financial
statements, which have been audited by KPMG LLP, an independent registered
public accounting firm.


                                                                                    CLASS I
                                                                 ---------------------------------------------
                                                                  YEAR ENDED OCTOBER 31,  DECEMBER 21, 2005(1)
                                                                 -----------------------           TO
                                                                           2007             OCTOBER 31, 2006
                                                                 ----------------------- ---------------------

 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of period                       $               11.43                  10.00
 Income from investment operations:
 Net investment income                                      $                0.06*                  0.02
 Net realized and unrealized gain on investments and        $                3.75                   1.41
  foreign currency related transactions
 Total from investment operations                           $                3.81                   1.43
 Less distributions from:
 Net investment income                                      $                0.09                      -
 Net realized gains on investments                          $                0.25                      -
 Total distributions                                        $                0.34                      -
 Net asset value, end of period                             $               14.90                  11.43
 TOTAL RETURN(2)                                            %               34.14                  14.30
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of period (000's)                          $             140,901                 47,200
 Ratios to average net assets:
 Gross expenses prior to expense reimbursement/recoupment   %                1.13                   1.56
  and brokerage commission recapture(3)
 Net expenses after expense reimbursement/recoupment and    %                1.15                   1.22
  prior to brokerage commission recapture(3)(4)
 Net expenses after expense reimbursement/recoupment and    %                1.15                   1.22
  brokerage commission recapture(3)(4)
 Net investment income after expense                        %                0.47                   0.39
reimbursement/recoupment and brokerage commission
  recapture(3)(4)
 Portfolio turnover rate                                    %                  71                     91


--------------------------------------------------------------------------------

(1)   Commencement of operations.


(2)   Total return is calculated assuming reinvestment of all dividends and
      capital gain distributions at net asset value. Total return for less than
      one year is not annualized.

(3)   Annualized for periods less than one year.



(4)   The Adviser has agreed to limit expenses, (excluding interest, taxes,
      brokerage and extraordinary expenses) subject to possible recoupment by
      ING Investments within three years of being incurred.

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


88  ING International Capital Appreciation Fund


FINANCIAL HIGHLIGHTS ING INTERNATIONAL EQUITY DIVIDEND FUND
--------------------------------------------------------------------

The information in the table below has been derived from the Fund's financial
statements, which have been audited by KPMG LLP, an independent registered
public accounting firm.


                                                                             CLASS I
                                                                       -------------------
                                                                        JUNE 28, 2007(1)TO
                                                                           OCTOBER 31,
                                                                               2007

 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of period                        $                 10.00
 Income from investment operations:
 Net investment income                                       $                  0.07*
 Net realized and unrealized gain on investments and         $                  0.51
  foreign currency related transactions
 Total from investment operations                            $                  0.58
 Net asset value, end of period                              $                 10.58
 TOTAL RETURN(2)                                             %                  5.80
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of period (000's)                           $                55,611
 Ratios to average net assets:
 Gross expenses prior to expense reimbursement(3)            %                  1.39
 Net expenses after expense reimbursement(3)(4)              %                  1.15
 Net investment income after expense reimbursement(3)(4)     %                  1.95
 Portfolio turnover rate                                     %                     7


--------------------------------------------------------------------------------

(1)   Commencement of operations.


(2)   Total return is calculated assuming reinvestment of all dividends and
      capital gain distributions at net asset value. Total return for less than
      one year is not annualized.

(3)   Annualized for period less than one year.

(4)   The Adviser has agreed to limit expenses, (excluding interest, taxes,
      brokerage and extraordinary expenses) subject to possible recoupment by
      ING Investments within three years of being incurred.



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


[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                                      ING International Equity Dividend Fund  89


ING INTERNATIONAL GROWTH OPPORTUNITIES FUND                FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------

The information in the table below has been derived from the Fund's financial
statements, which have been audited by KPMG LLP, an independent registered
public accounting firm.


                                                                                             CLASS I
                                                                  -------------------------------------------------------------
                                                                                           YEAR ENDED
                                                                                           OCTOBER 31,
                                                                  -------------------------------------------------------------
                                                                      2007        2006         2005         2004        2003
                                                                  ----------- ----------- ------------- ----------- -----------

 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of year                        $        13.16        10.94          9.76         8.45        7.06
 Income from investment operations:
 Net investment income                                     $         0.06*        0.15*         0.14         0.09        0.10
 Net realized and unrealized gain on investments and       $         3.70         2.29          1.18         1.25        1.34
  foreign currency related transactions, net
of Indian capital gains tax
 Total from investment operations                          $         3.76         2.44          1.32         1.34        1.44
 Less distributions from:
 Net investment income                                     $         0.21         0.22          0.15         0.03        0.05
 Net realized gains on investments                         $         1.14            -             -            -           -
 Total distributions                                       $         1.35         0.22          0.15         0.03        0.05
 Payment by affiliate                                      $            -            -          0.01            -           -
 Net asset value, end of year                              $        15.57        13.16         10.94         9.76        8.45
 TOTAL RETURN(1)                                           %        31.02        22.56         13.73++      15.94       20.53
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of year (000's)                           $       10,251       13,354        23,452       17,211      11,582
 Ratios to average net assets:
 Gross expenses prior to expense reimbursement/recoupment  %         1.28         1.25          1.26         1.22        1.34
 Net expenses after expense reimbursement/recoupment(2)    %         1.28+        1.25          1.26         1.26        1.33
 Net investment income after expense                       %         0.46         1.27          1.34         1.13        1.29
  reimbursement/recoupment(2)
 Portfolio turnover rate                                   %          130          173           116           90         100



                                                                                              CLASS Q
                                                                  ----------------------------------------------------------------
                                                                                       YEAR ENDED OCTOBER 31,
                                                                  ----------------------------------------------------------------
                                                                      2007         2006          2005          2004        2003
                                                                  ------------ ------------ -------------- ----------- -----------

 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of year                        $         13.10        10.89          9.72          8.43          7.04
 Income from investment operations:
 Net investment income                                     $          0.05         0.14          0.08          0.06          0.07
 Net realized and unrealized gain on investments and       $          3.64         2.27          1.20          1.25          1.37
  foreign currency related transactions, net
of Indian capital gains tax
 Total from investment operations                          $          3.69         2.41          1.28          1.31          1.44
 Less distributions from:
 Net investment income                                     $          0.18         0.20          0.12          0.02          0.05
 Net realized gains on investments                         $          1.14            -             -             -             -
 Total distributions                                       $          1.32         0.20          0.12          0.02          0.05
 Payment by affiliate                                      $             -            -          0.01             -             -
 Net asset value, end of year                              $         15.47        13.10         10.89          9.72          8.43
 TOTAL RETURN(1)                                           %         30.55        22.38         13.41++       15.61         20.51
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of year (000's)                           $        32,532       27,114        14,544         7,274        14,755
 Ratios to average net assets:
 Gross expenses prior to expense reimbursement/recoupment  %          1.52         1.50          1.51          1.56          1.59
 Net expenses after expense reimbursement/recoupment (2)   %          1.52+        1.50          1.51          1.60          1.59
 Net investment income after expense                       %          0.40         1.19          1.00          0.73          0.91
  reimbursement/recoupment (2)
 Portfolio turnover rate                                   %           130          173           116            90           100


--------------------------------------------------------------------------------


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

(2)   The Adviser has agreed to limit expenses, (excluding, interest, taxes,
      brokerage and extraordinary expenses) subject to possible recoupment by
      ING Investments within three years of being incurred.

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



+     Impact of waiving the advisory fee for the ING Institutional Prime Money
      Market Fund holding has less than $0.01% impact on the expense ratio.

++    In 2005, 0.10% of the total return on Class I and Class Q, respectively,
      consists of a payment by affiliate. Excluding this item, total return
      would have been 13.63% and 13.31% for Class I and Class Q, respectively.


90    ING International Growth Opportunities Fund


FINANCIAL HIGHLIGHTS ING INTERNATIONAL REAL ESTATE FUND
--------------------------------------------------------------------

The information in the table below has been derived from the Fund's financial
statements, which have been audited by KPMG LLP, an independent registered
public accounting firm.


                                                                                    CLASS I
                                                                 ---------------------------------------------
                                                                  YEAR ENDED OCTOBER 31,  FEBRUARY 28, 2006(1)
                                                                 -----------------------           TO
                                                                           2007             OCTOBER 31, 2006
                                                                 ----------------------- ---------------------

 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of period                       $               11.64                 10.00
 Income from investment operations:
 Net investment income                                      $                0.16*                 0.08*
 Net realized and unrealized gain on investments and        $                3.15                  1.63
  foreign currency related transactions
 Total from investment operations                           $                3.31                  1.71
 Less distributions from:
 Net investment income                                      $                0.37                  0.07
 Total distributions                                        $                0.37                  0.07
 Net asset value, end of period                             $               14.58                 11.64
 TOTAL RETURN(2)                                            %               28.80                 17.23
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of period (000's)                          $             127,029                22,336
 Ratios to average net assets:
 Gross expenses prior to expense reimbursement(3)           %                1.26                  1.76
 Net expenses after expense reimbursement(3)(4)             %                1.25                  1.25
 Net investment income after expense reimbursement (3)(4)   %                1.22                  1.09
 Portfolio turnover rate                                    %                  44                    29


--------------------------------------------------------------------------------

(1)   Commencement of operations.


(2)   Total return is calculated assuming reinvestment of all dividends and
      capital gain distributions at net asset value. Total return for less than
      one year is not annualized.


(3)   Annualized for periods less than one year.

(4)   The Adviser has agreed to limit expenses, (excluding interest, taxes,
      brokerage and extraordinary expenses) subject to possible recoupment by
      ING Investments within three years of being incurred.


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


[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                                          ING International Real Estate Fund  91


ING INTERNATIONAL SMALLCAP MULTI-MANAGER FUND              FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------

The information in the table below has been derived from the Fund's financial
statements, which have been audited by KPMG LLP, an independent registered
public accounting firm.


                                                                                      CLASS I
                                                                   ---------------------------------------------
                                                                    YEAR ENDED OCTOBER 31,  DECEMBER 21, 2005(1)
                                                                   -----------------------           TO
                                                                             2007             OCTOBER 31, 2006
                                                                   ----------------------- ---------------------

 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of period                         $                47.35                 40.64
 Income from investment operations:
 Net investment income                                        $                 0.60                  0.39*
 Net realized and unrealized gain on investments and          $                19.25                  6.32
foreign currency related transactions, net of Indian
  capital
gains tax
 Total from investment operations                             $                19.85                  6.71
 Less distributions from:
 Net investment income                                        $                 0.48                     -
 Total distributions                                          $                 0.48                     -
 Net asset value, end of period                               $                66.72                 47.35
 TOTAL RETURN(2)                                              %                42.24                 16.51
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of period (000's)                            $              376,737               137,184
 Ratios to average net assets:
 Gross expenses prior to expense reimbursement/recoupment(3)  %                 1.20                  1.20
 Net expenses after expense reimbursement/recoupment (3)(4)   %                 1.20                  1.20
 Net investment income after expense                          %                 1.12                  1.02
  reimbursement/recoupment(3)(4)
 Portfolio turnover rate                                      %                   93                    85



                                                                                             CLASS Q
                                                                 ---------------------------------------------------------------
                                                                                     YEAR ENDED OCTOBER 31,
                                                                 ---------------------------------------------------------------
                                                                     2007         2006         2005          2004        2003
                                                                 ------------ ----------- -------------- ----------- -----------

 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of year                         $          50.65       40.53        31.34         27.11       19.54
 Income from investment operations:
 Net investment income                                      $           0.48        0.37         0.43*         0.10        0.21
 Net realized and unrealized gain on investments and        $          20.62       10.16         8.66          4.13        7.36
  foreign currency related transactions, net
of Indian capital gains tax
 Total from investment operations                           $          21.10       10.53         9.09          4.23        7.57
 Less distributions from:
 Net investment income                                      $           0.34        0.41            -          0.01           -
 Total distributions                                        $           0.34        0.41            -          0.01           -
 Payment by affiliate                                       $              -           -         0.10          0.01           -
 Net assets, value end of year                              $          71.41       50.65        40.53         31.34       27.11
 TOTAL RETURN(2)                                            %          41.87       26.14        29.32++       15.66+      38.74
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of year (000's)                            $        131,142      82,245       57,846        61,166      79,140
 Ratios to average net assets:
 Gross expenses prior to expense reimbursement/recoupment   %           1.45        1.48         1.49          1.47        1.58
 Net expenses after expense reimbursement/recoupment (4)    %           1.45        1.48         1.49          1.50        1.59
 Net investment income after expense                        %           0.81        0.83         1.18          0.28        0.35
  reimbursement/recoupment(4)
 Portfolio turnover rate                                    %             93          85          124           106         114


--------------------------------------------------------------------------------

(1)   Commencement of operations.

(2)   Total return is calculated assuming reinvestment of all dividends and
      capital gain distributions at net asset value. Total return for less than
      one year is not annualized.


(3)   Annualized for periods less than one year.



(4)   The Adviser has agreed to limit expenses, (excluding, interest, taxes,
      brokerage and extraordinary expenses), subject to possible recoupment by
      ING Investments within three years of being incurred.



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


+     In 2004, the Sub-Adviser fully reimbursed the Fund for a loss on a
      transaction not meeting the Fund's investment guidelines, which otherwise
      would have reduced total return by 0.07%.

++    In 2005, 0.36% of the total return on Class Q consists of a payment by
      affiliate. Excluding this item, total return would have been 28.96% on
      Class Q.

92  ING International SmallCap Multi-Manager Fund


FINANCIAL HIGHLIGHTS       ING INTERNATIONAL VALUE FUND
--------------------------------------------------------------------

The information in the table below has been derived from the Fund's financial
statements, which have been audited by KPMG LLP, an independent registered
public accounting firm.


                                                                                         CLASS I
                                                                  -----------------------------------------------------
                                                                                   YEAR ENDED OCTOBER 31,
                                                                  -----------------------------------------------------
                                                                      2007       2006        2005       2004      2003
                                                                  ---------   ---------   ---------   -------   -------

 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of year                          $        21.58       18.38       16.96     13.74     10.43
 Income from investment operations:
 Net investment income                                       $         0.32*       0.25        0.20      0.16      0.13
 Net realized and unrealized gain on investments and         $         3.74        4.60        2.31      3.20      3.48
  foreign currency related transactions
 Total from investment operations                            $         4.06        4.85        2.51      3.36      3.61
 Less distributions from:
 Net investment income                                       $         0.28        0.24        0.29      0.14      0.10
 Net realized gains on investments                           $         2.14        1.41        0.80         -      0.20
 Total distributions                                         $         2.42        1.65        1.09      0.14      0.30
 Payment by affiliate                                        $            -           -        0.00**       -         -
 Net asset value, end of year                                $        23.22       21.58       18.38     16.96     13.74
 TOTAL RETURN(1)                                             %        20.31       28.15       15.42+    24.67     35.58
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of year (000's)                             $    2,176,402   1,728,560   1,221,594   831,142   482,047
 Ratios to average net assets:
 Gross expenses prior to brokerage commission recapture      %         1.23        1.22        1.23      1.21      1.29
 Net expenses after brokerage commission recapture           %         1.23        1.22        1.23      1.21      1.29
 Net investment income after brokerage commission recapture  %         1.45        1.26        1.18      1.18      1.12
 Portfolio turnover rate                                     %           32          25          21        29         9



                                                                                              CLASS Q
                                                                   -------------------------------------------------------------
                                                                                      YEAR ENDED OCTOBER 31,
                                                                   -------------------------------------------------------------
                                                                       2007        2006         2005         2004        2003
                                                                   ----------- ----------- ------------- ----------- -----------

 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of year                           $        21.57       18.37        16.94         13.73       10.44
 Income from investment operations:
 Net investment income                                        $         0.31*       0.21*        0.19          0.14        0.10
 Net realized and unrealized gain on investments and          $         3.74        4.59         2.29          3.17        3.49
  foreign currency related transactions
 Total from investment operations                             $         4.05        4.80         2.48          3.31        3.59
 Less distributions from:
 Net investment income                                        $         0.22        0.19         0.25          0.10        0.10
 Net realized gains on investments                            $         2.14        1.41         0.80             -        0.20
 Total distributions                                          $         2.36        1.60         1.05          0.10        0.30
 Payment by affiliate                                         $            -           -         0.00**           -           -
 Net asset value, end of year                                 $        23.26       21.57        18.37         16.94       13.73
 TOTAL RETURN(1)                                              %        20.25       27.82        15.20+        24.32       35.37
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of year (000's)                              $       26,512      26,383       27,993        28,862      29,319
 Ratios to average net assets:
 Gross expenses prior to expense waiver and brokerage         %         1.48        1.47         1.48          1.46        1.54
  commission recapture
 Net expenses after expense waiver and prior to brokerage     %         1.27        1.47         1.48          1.46        1.54
  commission recapture
 Net expenses after expense waiver and brokerage commission   %         1.27        1.47         1.48          1.46        1.54
  recapture
 Net investment income after expense waiver and brokerage     %         1.40        1.06         0.99          0.89        0.87
  commission recapture
 Portfolio turnover rate                                      %           32          25           21            29           9


--------------------------------------------------------------------------------


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

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

**    Amount represents less than $0.005 or more than $(0.005).


+     In 2005, there was no impact on total return due to payment by affiliate.

[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                                                ING International Value Fund  93


ING INTERNATIONAL VALUE CHOICE FUND                        FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------

The information in the table below has been derived from the Fund's financial
statements, which have been audited by KPMG LLP, an independent registered
public accounting firm.


                                                                                  CLASS I
                                                               ---------------------------------------------
                                                                YEAR ENDED OCTOBER 31,  DECEMBER 21, 2005(1)
                                                               -----------------------           TO
                                                                         2007             OCTOBER 31, 2006
                                                               ----------------------- ---------------------

 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of period                     $               12.42                 11.04
 Income from investment operations:
 Net investment income                                    $                0.17*                 0.16*
 Net realized and unrealized gain on investments and      $                2.64                  1.22
  foreign currency related transactions
 Total from investment operations                         $                2.81                  1.38
 Less distributions from:
 Net investment income                                    $                0.10                     -
 Net realized gains on investments                        $                0.21                     -
 Total distributions                                      $                0.31                     -
 Net asset value, end of period                           $               14.92                 12.42
 TOTAL RETURN(2)                                          %               23.04                 12.50
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of period (000's)                        $              60,413                36,899
 Ratios to average net assets:
 Gross expenses prior to expense reimbursement and        %                1.24                  1.36
  brokerage commission recapture(3)
 Net expenses after expense reimbursement and prior to    %                1.31                  1.35
  brokerage commission recapture(3)(4)
 Net expenses after expense reimbursement and brokerage   %                1.31                  1.34
  commission recapture(3)(4)
 Net investment income after expense reimbursement and    %                1.29                  1.56
  brokerage commission recapture(3)(4)
 Portfolio turnover rate                                  %                  88                    31


--------------------------------------------------------------------------------

(1)   Commencement of operations.


(2)   Total return is calculated assuming reinvestment of all dividends and
      capital gain distributions at net asset value. Total return for less than
      one year is not annualized.


(3)   Annualized for periods less than one year.

(4)   The Adviser has agreed to limit expenses, (excluding interest, taxes,
      brokerage and extraordinary expenses) subject to possible recoupment by
      ING Investments within three years of being incurred.


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


94  ING International Value Choice Fund


FINANCIAL HIGHLIGHTS ING INTERNATIONAL VALUE OPPORTUNITIES FUND
--------------------------------------------------------------------

The information in the table below has been derived from the Fund's financial
statements, which have been audited by KPMG LLP, an independent registered
public accounting firm.


                                                                              CLASS I
                                                                      -----------------------
                                                                       FEBRUARY 28, 2007(1)TO
                                                                            OCTOBER 31,
                                                                                2007

 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of period                         $                   10.00
 Income from investment operations:
 Net investment income                                        $                    0.20
 Net realized and unrealized gain on investments and          $                    0.47
  foreign currency related transactions
 Total from investment operations                             $                    0.67
 Net asset value, end of period                               $                   10.67
 TOTAL RETURN(2)                                              %                    6.70
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of period (000's)                            $                       1
 Ratios to average net assets:
 Gross expenses prior to expense reimbursement(3)             %                    2.55
 Net expenses after expense reimbursement(3)(4)               %                    1.15
 Net investment income after expense reimbursement(3)(4)      %                    2.94
 Portfolio turnover rate                                      %                      41


--------------------------------------------------------------------------------

(1)   Commencement of operations.


(2)   Total return is calculated assuming reinvestment of all dividends and
      capital gain distributions at net asset value. Total return for less than
      one year is not annualized.

(3)   Annualized for period less than one year.

(4)   The Adviser has agreed to limit expenses, (excluding interest, taxes,
      brokerage and extraordinary expenses) subject to possible recoupment by
      ING Investments within three years of being incurred.


[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                                  ING International Value Opportunities Fund  95


ING EMERGING MARKETS FIXED INCOME FUND                     FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------


The information in the table below has been derived from the Fund's financial
statements, which have been audited by KPMG LLP, an independent registered
public accounting firm.



                                                                                         CLASS I
                                                                       --------------------------------------------
                                                                        DECEMBER 20,       MAY 1,       FEBRUARY 7,
                                                                          2006(1)TO        2006 TO      2006(1) TO
                                                                         OCTOBER 31,     AUGUST 24,      APRIL 30,
                                                                            2007           2006(5)         2006

 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of period                           $             10.48          10.18          10.24
 Income (loss) from investment operations:
 Net investment income                                          $              0.54           0.26*          0.28*
 Net realized and unrealized loss on investments, foreign       $           (  0.11)       (  0.28)       (  0.19)
  currency related transactions, and futures
 Total from investment operations                               $              0.43          (0.02)         (0.09)
 Less distributions from:
 Net investment income                                          $              0.55           0.06           0.15
 Total distributions                                            $              0.55           0.06           0.15
 Net asset value, end of period                                 $             10.36          10.10          10.18
 TOTAL RETURN(2)                                                %              4.25        (  0.15)          0.91
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of period (000's)                              $           303,156             13             13
 Ratios to average net assets:
 Gross expenses prior to expense reimbursement/recoupment(3)    %              0.84           2.33           2.65
 Net expenses after expense reimbursement/recoupment(3)(4)      %              0.92           1.06           1.00
 Net investment income after expense                            %              5.36           8.32           7.79
  reimbursement/recoupment(3)(4)
 Portfolio turnover rate                                        %               29              29             26


--------------------------------------------------------------------------------

(1)   Commencement of operations.


(2)   Total return is calculated assuming reinvestment of all dividends and
      capital gain distributions at net asset value. Total return for less than
      one year is not annualized.


(3)   Annualized for periods less than one year.

(4)   The Adviser has agreed to limit expenses, (excluding interest, taxes,
      brokerage and extraordinary expenses) subject to possible recoupment by
      ING Investments within three years of being incurred.


(5)   Class I was fully redeemed on August 25, 2006 and re-commenced operations
      on December 20, 2006.



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


96  ING Emerging Markets Fixed Income Fund


FINANCIAL HIGHLIGHTS                       ING GLOBAL BOND FUND
--------------------------------------------------------------------

The information in the table below has been derived from the Fund's financial
statements, which have been audited by KPMG LLP, an independent registered
public accounting firm.


                                                                                  CLASS I
                                                                 -----------------------------------------
                                                                  YEAR ENDED OCTOBER 31,  JUNE 30, 2006(1)
                                                                 -----------------------         TO
                                                                           2007           OCTOBER 31, 2006
                                                                 ----------------------- -----------------

 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of period                       $               10.25               10.00
 Income from investment operations:
 Net investment income                                      $                0.35*               0.09*
 Net realized and unrealized gain on investments, foreign   $                0.63                0.23
  currency related tranactions, and futures
 Total from investment operations                           $                0.98                0.32
 Less distributions from:
 Net investment income                                      $                0.47                0.07
 Net realized gains on investments                          $                0.18                   -
 Total distributions                                        $                0.65                0.07
 Net asset value, end of period                             $               10.58               10.25
 TOTAL RETURN(2)                                            %                9.88                3.23
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of period (000's)                          $                   1                   1
 Ratios to average net assets:
 Gross expenses prior to expense reimbursement(3)           %                1.00                1.03
 Net expenses after expense reimbursement(3)(4)             %                0.61 +              0.55
 Net investment income after expense reimbursement (3)(4)   %                3.47                2.68
 Portfolio turnover rate                                    %                 858                 451


--------------------------------------------------------------------------------

(1)   Commencement of operations.


(2)   Total return is calculated assuming reinvestment of all dividends and
      capital gain distributions at net asset value. Total return for less than
      one year is not annualized.


(3)   Annualized for periods less than one year.

(4)   The Adviser has agreed to limit expenses, (excluding interest, taxes,
      brokerage and extraordinary expenses) subject to possible recoupment by
      ING Investments within three years of being incurred.


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

+     Impact of waiving the advisory fee for the ING Institutional Prime Money
      Market Fund holding has less than 0.01% impact on the expense ratio.


[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                                                        ING Global Bond Fund  97


                      (THIS PAGE INTENTIONALLY LEFT BLANK)


In addition to the Funds offered in this prospectus, the Distributor also
offers the funds listed below. Before investing in a fund, shareholders should
carefully review the fund's prospectus. Investors may obtain a copy of a
prospectus of any ING Fund not discussed in this Prospectus by calling (800)
992-0180 or by going to www.ingfunds.com.

DOMESTIC EQUITY AND INCOME FUNDS
ING Balanced Fund
ING Growth and Income Fund
ING Real Estate Fund

DOMESTIC EQUITY GROWTH FUNDS

ING 130/30 Fundamental Research Fund

ING Fundamental Research Fund
ING LargeCap Growth Fund
ING MidCap Opportunities Fund

ING Opportunistic LargeCap Fund
ING Small Company Fund
ING SmallCap Opportunities Fund

DOMESTIC EQUITY INDEX FUNDS
ING Index Plus LargeCap Fund
ING Index Plus MidCap Fund
ING Index Plus SmallCap Fund


DOMESTIC EQUITY VALUE FUNDS

ING SmallCap Value Fund
ING SmallCap Value Choice Fund
ING LargeCap Value Fund
ING Value Choice Fund

FIXED-INCOME FUNDS
ING GNMA Income Fund

GLOBAL EQUITY FUND
ING Global Science and Technology Fund

INTERNATIONAL FUND-OF-FUNDS
ING Diversified International Fund

LOAN PARTICIPATION FUND
ING Senior Income Fund

MONEY MARKET FUND
ING Money Market Fund

STRATEGIC ALLOCATION FUNDS
ING Strategic Allocation Conservative Fund
ING Strategic Allocation Growth Fund
ING Strategic Allocation Moderate Fund


WHERE TO GO FOR MORE INFORMATION
YOU'LL FIND MORE INFORMATION ABOUT THE FUNDS IN OUR:

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

STATEMENT OF ADDITIONAL INFORMATION ("SAI")
The SAI contains more detailed information about the Funds. The SAI is legally
part of this Prospectus (it is incorporated by reference). A copy has been
filed with the SEC.
Please write, call or visit our website for a free copy of the current annual/
semi-annual shareholder reports, the SAI or other Fund information.
To make shareholder inquiries contact:

THE ING FUNDS
7337 East Doubletree Ranch Road
Scottsdale, AZ 85258-2034

1-800-992-0180
Or visit our website at WWW.INGFUNDS.COM
This information may also be reviewed or obtained from the SEC. In order to
review the information in person, you will need to visit the SEC's Public
Reference Room in Washington, D.C. or call 202-551-8090 for information on the
operation of the Public Reference Room. Otherwise, you may obtain the
information for a fee by contacting the SEC at:

U.S. SECURITIES AND EXCHANGE COMMISSION
Public Reference Section
100 F Street, N.E.
Washington, D.C. 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
WWW.SEC.GOV.
When contacting the SEC, you will want to refer to the Funds' SEC file numbers.
The file numbers are as follows:

ING Mayflower Trust                                811-07978
  ING International Value Fund
ING Mutual Funds                                   811-07428
  ING Asia-Pacific Real Estate Fund
  ING Disciplined International SmallCap Fund
  ING Emerging Countries Fund
  ING Emerging Markets Fixed Income Fund
  ING European Real Estate Fund
  ING Foreign Fund
  ING Global Bond Fund
  ING Global Equity Dividend Fund
  ING Global Natural Resources Fund
  ING Global Real Estate Fund
  ING Global Value Choice Fund
  ING Greater China Fund
  ING Index Plus International Equity Fund
  ING International Capital Appreciation Fund
  ING International Equity Dividend Fund
  ING International Growth Opportunities Fund
  ING International Real Estate Fund
  ING International SmallCap Multi-Manager Fund
  ING International Value Choice Fund
  ING International Value Opportunities Fund

PRPRO-UINTIQW                                                    (0208-022908)
[GRAPHIC APPEARS HERE]

--------------------------------------------------------------------------------

ING DIRECT FUNDS

PROSPECTUS
CLASS O SHARES

July 31, 2007

FIXED-INCOME FUND

ING Intermediate Bond Fund ("ING Direct Intermediate Bond Fund," "Intermediate
Bond Fund" or the "Fund")

February 29, 2008

GLOBAL EQUITY FUNDS

ING Global Equity Dividend Fund

("ING Direct Global Equity Dividend Fund," "Global Equity Dividend Fund," or
the "Fund")

ING Global Real Estate Fund

("ING Direct Global Real Estate Fund," "Global Real Estate Fund," or the
"Fund")

INTERNATIONAL EQUITY FUND

ING Index Plus International Equity Fund

("ING Direct Index Plus International Equity Fund," "Index Plus International
Equity Fund," or the "Fund")

September 28, 2007

DOMESTIC EQUITY AND INCOME FUND

ING Real Estate Fund

("ING Direct Real Estate Fund," "Real Estate Fund" or the "Fund")

September 28, 2007

DOMESTIC EQUITY VALUE FUND

ING Financial Services Fund

("ING Direct Financial Services Fund," "Financial Services Fund" or the "Fund")

This Prospectus contains important information about investing in Class O
shares of certain ING Funds. 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, the Federal Reserve Board or any other government agency and is
affected by market fluctuations. There is no guarantee that the Funds will
achieve their respective investment objectives. 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.
-------------------------------------------------------------------------------

Intermediate Bond Fund is a series of ING Funds Trust ("Funds Trust"). Global
Equity Dividend Fund, Global Real Estate Fund and Index Plus International
Equity Fund are each a series of ING Mutual Funds ("Mutual Funds"). Financial
Services Fund and Real Estate Fund are both a series of ING Equity Trust
("Equity Trust").

This Prospectus is for investors purchasing or considering a purchase of Class
O shares of one or all of the Funds. Only certain investors are eligible to
purchase Class O shares.

o SHARES OF THE FUNDS WILL RISE AND FALL IN VALUE AND YOU COULD LOSE MONEY BY
   INVESTING IN IT.
o THERE IS NO GUARANTEE THE FUNDS WILL ACHIEVE THEIR RESPECTIVE INVESTMENT
   OBJECTIVES.

                               TABLE OF CONTENTS

  THE FUNDS' INVESTMENTS                            3
     INVESTMENT OBJECTIVES, PRINCIPAL               3
INVESTMENT STRATEGIES, RISKS AND
  PERFORMANCE
  FUND EXPENSES                                    22
  OTHER CONSIDERATIONS                             24
  MANAGEMENT OF THE FUNDS                          29
  INVESTING IN THE FUNDS                           32
     OPENING AN ACCOUNT AND ELIGIBILITY            32
  FOR CLASS O SHARES
     HOW TO BUY SHARES                             33
     HOW TO SELL SHARES                            35
     TIMING OF REQUESTS                            36
     OTHER INFORMATION ABOUT SHAREHOLDER           36
  ACCOUNTS AND SERVICES
     DIVIDENDS AND DISTRIBUTIONS                   40
     TAX INFORMATION                               40
  FINANCIAL HIGHLIGHTS                             42
  WHERE TO GO FOR MORE INFORMATION         BACK COVER

                                       2

THE FUNDS' INVESTMENTS

INVESTMENT OBJECTIVES, PRINCIPAL INVESTMENT STRATEGIES, RISKS AND PERFORMANCE

The following pages contain a description of each Fund's investment objective,
principal investment strategies employed on behalf of each Fund, and the risks
associated with investing in each Fund.

--------------------------------------------------------------------------------
A performance bar chart is provided for each Fund. The bar chart shows changes
in each Fund's performance from year to year. The fluctuation in returns
illustrates each Fund's performance volatility. The bar chart is accompanied by
each Fund's best and worst quarterly returns throughout the years presented in
the bar chart.

--------------------------------------------------------------------------------
A table for each Fund shows its average annual total return before and after
income taxes. The table also compares the Fund's performance to the performance
of one or more broad-based securities market indices. Each index is a widely
recognized, unmanaged index of securities. A Fund's past performance is no
guarantee of future results.

--------------------------------------------------------------------------------
Additional information about the Funds' investment strategies and risks is
included in the section entitled "Other Considerations."

--------------------------------------------------------------------------------
ING Investments, LLC ("ING Investments" or "Adviser") serves as investment
adviser to the Funds.

--------------------------------------------------------------------------------
ING Investment Management Co. ("ING IM" or "Sub-Adviser") serves as Sub-Adviser
to Intermediate Bond Fund and Financial Services Fund. ING Investment
Management Advisors B.V., ("IIMA" or "Sub-Adviser") serves as Sub-Adviser to
Global Equity Dividend Fund and Index Plus International Equity Fund. ING
Clarion Real Estate Securities L.P. ("ING CRES" or "Sub-Adviser") serves as
Sub-Adviser to Global Real Estate Fund and Real Estate Fund (collectively,
"Sub-Advisers").

--------------------------------------------------------------------------------

                                       3

FIXED INCOME FUND
--------------------------------------------------------------------------------

INTERMEDIATE BOND FUND

INVESTMENT OBJECTIVE

The Fund seeks to provide investors with a high level of current income,
consistent with the preservation of capital and liquidity. The Fund's
investment objective is not fundamental and may be changed without a
shareholder vote.

PRINCIPAL INVESTMENT STRATEGIES

Under normal market conditions, the Fund will operate as a diversified fund and
invest at least 80% of its assets in a portfolio of bonds, including but not
limited to corporate, government and mortgage bonds, which, at the time of
investment, are rated investment grade (for example, rated at least BBB- by
Standard & Poor's Rating Group or Baa3 by Moody's Investors Service, Inc.) or
have an equivalent rating by a nationally recognized statistical rating
organization, or of comparable quality if unrated. The Fund will provide
shareholders with at least 60 days' prior notice of any change in this
investment policy.

Although the Fund may invest a portion of its assets in high yield (high risk)
debt securities, commonly referred to as "junk bonds" rated below investment
grade, the Fund will seek to maintain a minimum average portfolio quality
rating of at least investment grade. Generally, the Sub-Adviser maintains a
dollar-weighted average duration between three and ten years for the Fund.

The Fund may also invest in: preferred stocks; high-quality money market
instruments; municipal bonds; debt securities of foreign issuers; securities
denominated in foreign currencies; foreign currencies; mortgage- and
asset-backed securities; options and futures contracts involving securities,
securities indices and interest rates, including options and futures contracts
denominated in foreign currencies. The Fund may also engage in dollar roll
transactions and swap agreements.

The investment process focuses on buying bonds at a discount to their intrinsic
value. The Sub-Adviser utilizes proprietary quantitative techniques to identify
bonds or sectors that are cheap relative to other bonds or sectors based on
their historical price relationships. Teams of asset specialists use this
relative value analysis to guide them in the security selection process.

The Fund also may lend portfolio securities on a short-term or long-term basis,
up to 33 1/3% of its total assets.

The Fund may invest in other investment companies to the extent permitted under
the Investment Company Act of 1940, as amended, and the rules and regulations
thereunder.

The Sub-Adviser may sell securities for a variety of reasons, such as to secure
gains, limit losses, or redeploy assets into opportunities believed to be more
promising, among others.

The Fund may engage in frequent and active trading of portfolio securities to
achieve its investment objective.

RISKS

You could lose money on an investment in the Fund. The Fund may be affected by
the following risks, among others:

PRICE VOLATILITY - the value of each Fund changes as the prices of its
investments go up or down. Debt securities and preferred stock face market,
issuer and other risks, and their values may fluctuate, sometimes rapidly and
unpredictably. Market risk is the risk that securities may decline in value due
to factors affecting securities markets generally or particular industries.
Issuer risk is the risk that the value of a security may decline for reasons
relating to the issuer, such as changes in the financial condition of the
issuer.

INTEREST RATE - fixed-income securities are subject to the risk that interest
rates will rise, which generally causes bond prices to fall. Economic and
market conditions may cause issuers to default or go bankrupt. High-yield
instruments are even more sensitive to economic and market conditions than
other fixed-income securities.

CREDIT - the Fund could lose money if the issuer of a debt security is unable
to meet its financial obligations or goes bankrupt. This is especially true
during periods of economic uncertainty or economic downturns. The Fund may be
subject to more credit risk than other income funds, because it may invest in
high-yield debt securities, which are considered predominantly speculative with
respect to the issuer's continuing ability to meet interest and principal
payments.

PREPAYMENT - the Fund may invest in mortgage-related securities, which can be
paid off early if the borrowers on the underlying mortgages pay off their
mortgages sooner than scheduled. If interest rates are falling, the Fund will
be forced to reinvest this money at lower yields.

EXTENSION - slower than expected principal payments on a mortgage-backed or
asset-backed security may extend such security's life, thereby locking in a
below-market interest rate, increasing the security's duration and reducing the
value of the security.

HIGH-YIELD, LOWER-GRADE DEBT SECURITIES - when the Fund invests in debt
securities rated below investment grade, its credit risk is greater than that
of funds that buy only investment-grade debt securities. Lower-grade debt
securities may be subject to greater market fluctuations and greater risks of
loss of income

                                       4

and principal than investment-grade debt securities. Debt securities that are
(or have fallen) below investment grade are exposed to a greater risk that
their issuers might not meet their debt obligations. The market for these debt
securities may be less liquid, making it difficult for the Fund to sell them
quickly at an acceptable price. These risks can reduce the Fund's share price
and the income it earns.

DERIVATIVES - derivatives are subject to the risk of changes in the market
price of the underlying securities, credit risk with respect to the
counterparty to the derivative instruments, and the risk of loss due to changes
in interest rates. The use of certain derivatives may also have a leveraging
effect which may increase the volatility of the Fund and may reduce its
returns.

FOREIGN INVESTING - foreign investments may be riskier than U.S. investments
for many reasons, including: changes in currency exchange rates; unstable
political, social and economic conditions; a lack of adequate or accurate
company information; differences in the way securities markets operate; less
secure foreign banks or securities depositories than those in the U.S.; less
standardization of accounting standards and market regulations in certain
foreign countries; and varying foreign controls on investment. Foreign
investments may also be affected by administrative difficulties, such as delays
in clearing and settling transactions. Additionally, securities of foreign
companies may be denominated in foreign currencies. Exchange rate fluctuations
may reduce or eliminate gains or create losses. Hedging strategies intended to
reduce this risk may not perform as expected. These factors may make foreign
investments more volatile and potentially less liquid than U.S. investments.

MORTGAGE-RELATED SECURITIES - the prices of mortgage-related securities, in
addition to being sensitive to changes in interest rates, are also sensitive to
changes in the prepayment patterns on the underlying instruments. If the
principal on the underlying mortgage notes is repaid faster than anticipated,
which typically occurs in times of low or declining interest rates, the price
of the mortgage-related security may fall.

U.S. GOVERNMENT SECURITIES AND OBLIGATIONS - some U.S. government securities
are backed by the full faith and credit of the U.S. government and are
guaranteed as to both principal and interest by the U.S. Treasury. These
include direct obligations such as U.S. Treasury notes, bills and bonds, as
well as indirect obligations such as the Government National Mortgage
Association ("GNMA"). Other U.S. government securities are not direct
obligations of the U.S. Treasury, but rather are backed by the ability to
borrow directly from the U.S. Treasury. Still others are supported solely by
the credit of the agency or instrumentality itself and are neither guaranteed
nor insured by the U.S. government. No assurance can be given that the U.S.
government would provide financial support to such agencies if needed. U.S.
government securities may be subject to varying degrees of credit risk and all
U.S. government securities may be subject to price declines due to changing
interest rates. Securities directly supported by the full faith and credit of
the U.S. government have less credit risk.

OTHER INVESTMENT COMPANIES - the main risk of investing in other investment
companies is the risk that the value of the underlying securities might
decrease. Because the Fund invests in other investment companies, you will pay
a proportionate share of the expenses of that other investment company
(including management fees, administration fees and custodial fees) in addition
to the expenses of the Fund.

SECURITIES LENDING - there is the risk that when lending portfolio securities,
the securities may not be available to a Fund on a timely basis and it may lose
the opportunity to sell the securities at a desirable price. Engaging in
securities lending could have a leveraging effect which may intensify the
market risk, credit risk and other risks associated with investments in a Fund.

INABILITY TO SELL SECURITIES - high-yield securities may be less liquid than
other investments and higher quality investments. The Fund could lose money if
it cannot sell a security at the time and price that would be most beneficial
to the Fund. A security in the lowest rating categories, that is unrated, or
whose credit rating has been lowered may be particularly difficult to sell.
Valuing less liquid securities involves greater exercise of judgement and may
be more subjective than valuing securities using market quotes.

PORTFOLIO TURNOVER - a high portfolio turnover rate involves greater expenses
to the Fund, including brokerage commissions and other transaction costs, which
may have an adverse impact on performance, and is likely to generate more
taxable short-term gains for shareholders.

A more detailed discussion of the risks associated with investing in the Fund
is available in the "Other Considerations" section.

                                       5

INTERMEDIATE BOND FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

     HOW THE FUND HAS PERFORMED

The following information is intended to help you understand the risks of
investing in the Fund. The value of your shares in the Fund will fluctuate
depending on the Fund's investment performance. The bar chart and table below
show the changes in the Fund's performance from year to year, and the table
compares the Fund's performance to the performance of a broad measure of market
performance for the period. The Fund's past performance (before and after
income taxes) is no guarantee of future results.

The bar chart below provides some indication of the risks of investing in the
Fund by showing changes in the performance of the Fund's Class O shares
(2005-2006) and Class A shares (1999-2004) from year to year. These figures do
not reflect sales charges for Class A shares and would be lower for Class A
shares if they did.

                      YEAR-BY-YEAR TOTAL RETURNS (%)(1)(2)

                (For the periods ended December 31 of each year)

[GRAPHIC APPEARS HERE]

1999       2000       2001       2002       2003      2004      2005      2006
(0.94)     11.59      15.18      10.64      5.15      4.33      2.70       3.90

            Best and worst quarterly performance during this period:

     Best: 1st quarter 2001:     6.14%
    Worst: 2nd quarter 2004:    (2.35)%

              The Fund's Class O shares year-to-date total return
                          as of June 30, 2006: (1.06)%

The table below provides some indication of the risks of investing in the Fund
by comparing the Fund's Class O and Class A shares' performance to that of a
broad measure of market performance - the Lehman Brothers Aggregate Bond Index
("LBAB Index"). It is not possible to invest directly in the index. The table
also shows returns on a before-tax and after-tax basis. After-tax returns are
calculated using the historical highest individual federal marginal income tax
rates and do not reflect the impact of state and local taxes.

Actual after-tax returns depend on an investor's tax situation and may differ
from those shown, and after-tax returns shown are not relevant to investors who
hold their Fund shares through tax-deferred arrangements, such as 401(k) plans
or individual retirement accounts.

In some cases the after-tax returns may exceed the return before taxes due to
an assumed tax benefit from any losses on a sale of Fund shares at the end of
the measurement period.

After-tax returns are shown for Class O only. After-tax returns for other
classes will vary.

                       AVERAGE ANNUAL TOTAL RETURNS(1)(2)

                   (For the periods ended December 31, 2006)

                                                                 5 YEARS             10 YEARS
                                                 1 YEAR    (OR LIFE OF CLASS)   (OR LIFE OF CLASS)
 CLASS O RETURN BEFORE TAXES               %      3.90      3.58(1)                    N/A
 Class O Return After Taxes on             %      2.17      2.03(1)                    N/A
  Distributions
 Class O Return After Taxes on             %      2.50      2.16(1)                    N/A
  Distributions and Sale of Fund Shares
 LBAB Index (reflects no deduction for     %      4.33      4.12(4)                    N/A
  fees, expenses or taxes)(3)
 CLASS A RETURN BEFORE TAXES(5)            %     (1.10)     4.27                       5.74(1)
 LBAB Index (reflects no deduction for     %      4.33      5.06                       5.50(6)
  fees, expenses or taxes)(3)

(1)   Class O shares commenced on August 13, 2004. Class A shares commenced
      operations on December 15, 1998. The figures shown for 2005-2006 provide
      performance for Class O shares of the Fund. The figures shown for prior
      years provide performance for Class A shares of the Fund. Class A shares
      are not offered in this Prospectus. Class A shares would have
      substantially similar annual returns as the Class O shares because the
      classes are invested in the same portfolio of securities. Annual returns
      would differ only to the extent Class O and Class A shares have different
      expenses.

(2)   Effective March 1, 2002, ING Investments, LLC began serving as the
      Adviser and ING Investment Management Co., the former investment adviser,
      began serving as Sub-Adviser.

(3)   The LBAB Index is a widely recognized, unmanaged index of publicly issued
      investment grade U.S. Government, mortgage-backed, asset-backed and
      corporate debt securities.

(4)   The index return for Class O shares is for the period beginning August 1,
      2004.

(5)   Reflects the deduction of the maximum Class A sales charge of 4.75%.
      Effective July 31, 2006 the maximum Class A sales charge was lowered to
      2.50%. If the current maximum sales charge of 2.50% had been deducted,
      the performance for Class A shares would have been higher.

(6)   The index return for Class A shares is for the period beginning December
      1, 1998.

                                       6

GLOBAL EQUITY FUNDS
--------------------------------------------------------------------------------

GLOBAL EQUITY
DIVIDEND FUND

INVESTMENT OBJECTIVE

The Fund seeks growth of capital with dividend income as a secondary
consideration. The Fund's investment objective is not fundamental and may be
changed without a shareholder vote.

PRINCIPAL INVESTMENT STRATEGIES

Under normal market conditions, the Fund will invest at least 80% of its net
assets in a portfolio of equity securities of dividend paying companies. The
Fund will provide shareholders with at least 60 days' prior notice of any
change in this investment policy. At least 65% of the assets of the Fund will
be invested in equity securities of issuers in a number of different countries,
one of which may be the U.S., with at least 75% of assets invested in common
and preferred stocks, warrants and convertible securities. The Fund may invest
in companies located in countries with emerging securities markets when the
Sub-Adviser believes they present attractive investment opportunities.

The Sub-Adviser seeks to construct a portfolio of securities with a dividend
yield that exceeds the dividend yield of the companies included in the Morgan
Stanley Capital International World IndexSM ("MSCI World IndexSM").

The Sub-Adviser uses a quantitative screening process to assist in the
selection of companies according to the following criteria:

o  The dividend yield must be above average and the stability and growth of the
   dividend yield and the company should meet minimum acceptable standards
   including market capitalization generally of at least $1 billion, although
   the Fund may also invest in companies with market capitalization ranges of
   any size, growth of the dividend over the last five years, and average
   annual earnings growth over the last four years.
o  The expected liquidity of a stock must be sufficient to buy or sell a
   position within four trading days without significant impact on the share
   price.
o  The analysis of fundamental factors is used to limit the risk of investing
   in or holding certain, unprofitable companies. These fundamental factors
   include: earnings, capital structure, dividend coverage, and credit
   ratings.

The Sub-Adviser may from time-to-time select securities that do not meet all of
these criteria.

In addition, the Sub-Adviser combines fundamental analysis of each company with
an allocation among industry sectors that is based upon quantitative screening
which takes into account certain assumptions about possible economic scenarios.

The Fund may invest in other investment companies to the extent permitted under
the Investment Company Act of 1940, as amended, and the rules and regulations
thereunder.

The Sub-Adviser may sell securities for a variety of reasons, such as to secure
gains, limit losses, or redeploy assets into opportunities believed to be more
promising, among others.

The Fund may also lend portfolio securities on a short-term or long-term basis,
up to 331/3% of its assets.

RISKS

You could lose money on an investment in the Fund. The Fund may be affected by
the following risks, among others:

CONVERTIBLE SECURITIES - the value of convertible securities may fall when
interest rates rise. Convertible securities with longer maturities tend to be
more sensitive to changes in interest rates usually making them more volatile
than convertible securities with shorter maturities. The Fund could lose money
if the issuer of a convertible security is unable to meet its financial
obligations or goes bankrupt.

FOREIGN INVESTING - foreign investments may be riskier than U.S. investments
for many reasons, including: changes in currency exchange rates; unstable
political, social and economic conditions; a lack of adequate or accurate
company information; differences in the way securities markets operate; less
secure foreign banks or securities depositories than those in the U.S.; less
standardization of accounting standards and market regulations in certain
foreign countries; and varying foreign controls on investment. Foreign
investments may also be affected by administrative difficulties, such as delays
in clearing and settling transactions. Additionally, securities of foreign
companies may be denominated in foreign currencies. Exchange rate fluctuations
may reduce or eliminate gains or create losses. Hedging strategies intended to
reduce this risk may not perform as expected. These factors may make foreign
investments more volatile and potentially less liquid than U.S. investments. To
the extent the Fund invests in countries with emerging securities markets, the
risks of foreign investing may be greater, as these countries may be less
politically and economically stable than other countries. It may also be more
difficult to buy and sell securities in countries with emerging securities
markets.

The Sub-Adviser does not hedge against currency movements in the various
markets in which the Fund will invest so the value of the Fund is subject to
the risk of adverse changes in currency exchange rates.

MARKET TRENDS - from time to time, the stock market may not favor the dividend
paying securities in which the Fund invests.

                                       7

Rather, the market could favor value-oriented securities, or may not favor
equities at all.

OTHER INVESTMENT COMPANIES - the main risk of investing in other investment
companies is the risk that the value of the underlying securities might
decrease. Because the Fund invests in other investment companies, you will pay
a proportionate share of the expenses of that other investment company
(including management fees, administration fees and custodial fees) in addition
to the expenses of the Fund.

PRICE VOLATILITY - the value of the Fund changes as the prices of its
investments go up or down. Equity securities face market, issuer and other
risks, and their values may fluctuate, sometimes rapidly and unpredictably.
Market risk is the risk that securities may decline in value due to factors
affecting the securities markets generally or particular industries. Issuer
risk is the risk that the value of a security may decline for reasons relating
to the issuer such as changes in the financial condition of the issuer. While
equities may offer the potential for greater long-term growth  than most debt
securities, they generally have higher volatility. The Fund invests in
securities of larger companies which sometimes have more stable prices than
smaller companies. However, the Fund may also invest in securities of small-
and mid-sized companies, which may be more susceptible to price volatility than
larger companies because they typically have fewer financial resources, more
limited product and market diversification, and may be dependent on a few key
managers.

INABILITY TO SELL SECURITIES - convertible securities, securities of
small-sized and mid-sized companies and some foreign companies usually trade in
lower volume and may be less liquid than other investments and securities of
larger, more established companies or U.S. companies. The Fund could lose money
if it cannot sell a security at the time and price that would be most
beneficial to the Fund.

SECURITIES LENDING - there is the risk that when lending portfolio securities,
the securities may not be available to a Fund on a timely basis and it may lose
the opportunity to sell the securities at a desirable price. Engaging in
securities lending could have a leveraging effect which may intensify the
market risk, credit risk and other risks associated with investments in a Fund.

A more detailed discussion of the risks associated with investing in the Fund
is available in the "Other Considerations" section.

                                       8

GLOBAL EQUITY DIVIDEND FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

     HOW THE FUND HAS PERFORMED

The following information is intended to help you understand the risks of
investing in the Fund. The value of your shares in the Fund will fluctuate
depending on the Fund's investment performance. The bar chart and table below
show the changes in the Fund's performance from year to year, and the table
compares the Fund's performance to the performance of a broad measure of market
performance for the period. The Fund's past performance (before and after
income taxes) is no guarantee of future results.

In addition, performance of a composite of similarly managed accounts is
presented in the "Management of the Funds - Adviser and Sub-Advisers" section
of this Prospectus.

The bar chart below provides some indication of the risks of investing in the
Fund by showing changes in the performance of the Fund's Class A shares (2004 -
2006) and Class O shares (2007) from year to year. These figures do not reflect
sales charges and would be lower for Class A if they did.

                      YEAR-BY-YEAR TOTAL RETURNS (%)(1)(2)

                (For the periods ended December 31 of each year)

[GRAPHIC APPEARS HERE]

1998   1999   2000   2001   2002   2003   2004       2005      2006       2007
                                          23.38      7.01      26.09      2.30

           Best and worst quarterly performance during this period:

    Best: 4th quarter 2004 :   13.48%
    Worst:4th quarter 2007 :   (3.92) %

                       AVERAGE ANNUAL TOTAL RETURNS(1)(2)

                   (For the periods ended December 31, 2007)

The table below provides some indication of the risks of investing in the Fund
by comparing the Fund's Class A and Class O shares' performance to that of a
broad measure of market performance - the MSCI World IndexSM. It is not
possible to invest directly in the index. The table also shows returns on a
before-tax and after-tax basis. After-tax returns are calculated using the
historical highest individual federal marginal income tax rates and do not
reflect the impact of state and local taxes.

Actual after-tax returns depend on an investor's tax situation and may differ
from those shown, and after-tax returns shown are not relevant to investors who
hold their Fund shares through tax-deferred arrangements, such as 401(k) plans
or individual retirement accounts.

In some cases the return after taxes may exceed the return before taxes due to
an assumed tax benefit from any losses on a sale of Fund shares at the end of
the measurement period.

After-tax returns are shown for Class O only. After-tax returns for other
classes will vary.

                                                                         5 YEARS
                                                       1 YEAR      (OR LIFE OF CLASS)     10 YEARS
 CLASS O RETURN BEFORE TAXES                  %         2.30             6.24(2)             N/A
 Class O Return After Taxes on                %         0.48             3.49(2)             N/A
  Distributions
 Class O Return After Taxes on                %         3.64             3.59(2)             N/A
  Distributions and Sale of Fund Shares
 MSCI World IndexSM (reflects no              %         9.04            10.34(4)             N/A
deduction for fees, expenses or
  taxes)(3)
 CLASS A RETURN BEFORE TAXES(5)               %        (3.65)           15.29(2)             N/A
 MSCI World IndexSM (reflects no              %         9.04            16.00(4)             N/A
deduction for fees, expenses or
  taxes)(3)

(1)   The figure shown for 2007 provides performance for Class O shares of the
      Fund. The figures shown for years prior to 2007 provide performance for
      Class A shares of the Fund. Class A shares are not offered in this
      Prospectus. Class A shares would have substantially similar annual
      returns as the Class O shares because the classes are invested in the
      same portfolio of securities. Annual returns would differ only to the
      extent that Class O and Class A shares have different expenses.

(2)   Class A shares commenced operations on September 17, 2003. Class O shares
      commenced operations on November 15, 2006.

(3)   The MSCI World IndexSM is an unmanaged index that measures the
      performance of over 1,400 securities listed on exchanges in the U.S.,
      Europe, Canada, Australia, New Zealand and the Far East. It includes the
      reinvestment of dividends and distributions net of withholding taxes, but
      does not reflect fees, brokerage commissions or other expenses of
      investing.

(4)   The index return for Class O shares is for the period beginning December
      1, 2006. The index return for Class A shares is for the period beginning
      October 1, 2003.

(5)   Reflects deduction of the maximum Class A sales charge of 5.75%.

                                       9

GLOBAL EQUITY FUNDS
--------------------------------------------------------------------------------

GLOBAL REAL ESTATE FUND

INVESTMENT OBJECTIVE

The Fund seeks to provide investors with high total return, consisting of
capital appreciation and current income. The Fund's investment objective is not
fundamental and may be changed without a shareholder vote.

PRINCIPAL INVESTMENT STRATEGIES

Under normal market conditions, the Fund will invest at least 80% of its net
assets in a portfolio of equity securities of companies that are principally
engaged in the real estate industry. The Fund will provide shareholders with at
least 60 days' prior notice of any change in this investment policy. In
selecting investments for the Fund, the Sub-Adviser will select companies that
derive at least 50% of their total revenues or earnings from owning, operating,
developing and/or managing real estate. This portion of the portfolio will have
investments located in a number of different countries, including the U.S. The
Fund may invest in companies located in countries with emerging securities
markets. As a general matter, the Fund expects these investments to be in
common stocks of large-, mid- and small-sized companies, including real estate
investment trusts ("REITs"). The Fund may invest in companies located in
countries with emerging securities markets.

The Sub-Adviser uses a multi-step investment process for constructing the
Fund's investment portfolio that combines top-down region and sector allocation
with bottom-up individual stock selection.

o  First, the Sub-Adviser selects sectors and geographic regions in which to
   invest, and determines the degree of representation of such sectors and
   regions, through a systematic evaluation of public and private property
   market trends and conditions.
o  Second, the Sub-Adviser uses an in-house valuation process to identify
   investments with superior current income and growth potential relative to
   their peers. This in-house valuation process examines several factors
   including: (i) value and property; (ii) capital structure; and (iii)
   management and strategy.

The Fund is non-diversified, which means it may invest a significant portion of
its assets in a single issuer.

The Fund may invest in other investment companies to the extent permitted under
the Investment Company Act of 1940, as amended, and the rules and regulations
thereunder.

The Sub-Adviser may sell securities for a variety of reasons, such as to secure
gains, limit losses, or redeploy assets into opportunities believed to be more
promising, among others.

The Fund also may lend portfolio securities on a short-term or long-term basis,
up to 33 1/3% of its assets.

RISKS

You could lose money on an investment in the Fund. The Fund may be affected by
the following risks, among others:

CONCENTRATION - because the Fund's investments are concentrated in the real
estate industry, the value of the Fund may be subject to greater volatility
than a fund with a portfolio that is less concentrated. If real estate
securities as a group fall out of favor, the Fund could underperform funds that
focus on other types of companies.

FOREIGN INVESTING - foreign investments may be riskier than U.S. investments
for many reasons, including: changes in currency exchange rates; unstable
political, social and economic conditions; a lack of adequate or accurate
company information; differences in the way securities markets operate; less
secure foreign banks or securities depositories than those in the U.S.; less
standardization of accounting standards and market regulations in certain
foreign countries; and varying foreign controls on investment. Foreign
investments may also be affected by administrative difficulties, such as delays
in clearing and settling transactions. Additionally, securities of foreign
companies may be denominated in foreign currencies. Exchange rate fluctuations
may reduce or eliminate gains or create losses. Hedging strategies intended to
reduce this risk may not perform as expected. These factors may make foreign
investments more volatile and potentially less liquid than U.S. investments. To
the extent the Fund invests in countries with emerging securities markets, the
risks of foreign investing may be greater, as these countries may be less
politically and economically stable than other countries. It may also be more
difficult to buy and sell securities in countries with emerging securities
markets.

MARKET TRENDS - from time to time, the stock market may not favor the
securities in which the Fund invests. Rather, the market could favor securities
or industries to which the Fund is not exposed, or may not favor equities at
all.

NON-DIVERSIFICATION - the Fund is classified as a "non- diversified" investment
company under the Investment Company Act of 1940, as amended. If the Fund
invests a relatively high percentage of its assets in obligations of a limited
number of issuers, the Fund will be more at risk to any single corporate,
economic, political or regulatory event that impacts one or more of those
issuers. Conversely, even though classified as non-diversified, the Fund may
actually maintain a portfolio that is diversified with a large number of
issuers. In such an event, the Fund would benefit less from appreciation in a
single corporate issuer than if it had greater exposure to that issuer.

                                       10

OTHER INVESTMENT COMPANIES - the main risk of investing in other investment
companies is the risk that the value of the underlying securities might
decrease. Because the Fund invests in other investment companies, you will pay
a proportionate share of the expenses of that other investment company
(including management fees, administration fees and custodial fees) in addition
to the expenses of the Fund.

PRICE VOLATILITY - the value of the Fund changes as the prices of its
investments go up or down. Equity securities face market, issuer and other
risks, and their values may fluctuate, sometimes rapidly and unpredictably.
Market risk is the risk that securities may decline in value due to factors
affecting the securities markets generally or particular industries. Issuer
risk is the risk that the value of a security may decline for reasons relating
to the issuer such as changes in the financial condition of the issuer. While
equities may offer the potential for greater long-term growth  than most debt
securities, they generally have higher volatility. The Fund invests in
securities of larger companies which sometimes have more stable prices than
smaller companies. However, the Fund may also invest in securities of small-
and mid-sized companies, which may be more susceptible to price volatility than
larger companies because they typically have fewer financial resources, more
limited product and market diversification, and may be dependent on a few key
managers.

REAL ESTATE - investments in issuers that are principally engaged in real
estate, including REITs, may subject the Fund to risks similar to those
associated with the direct ownership of real estate, including terrorist
attacks, war or other acts that destroy real property (in addition to
securities market risks). These companies are sensitive to factors such as
changes in real estate values and property taxes, interest rates, cash flow of
underlying real estate assets, supply and demand, and the management skill and
creditworthiness of the issuer. REITs may also be affected by tax and
regulatory requirements.

INABILITY TO SELL SECURITIES - securities of small- and mid-sized companies and
some foreign companies usually trade in lower volume and may be less liquid
than securities of larger, more established companies or U.S. companies. The
Fund could lose money if it cannot sell a security at the time and price that
would be most beneficial to the Fund.

SECURITIES LENDING - there is the risk that when lending portfolio securities,
the securities may not be available to a Fund on a timely basis and it may lose
the opportunity to sell the securities at a desirable price. Engaging in
securities lending could have a leveraging effect which may intensify the
market risk, credit risk and other risks associated with investments in a Fund.

A more detailed discussion of the risks associated with investing in the Fund
is available in the "Other Considerations" section.

                                       11

GLOBAL REAL ESTATE FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

     HOW THE FUND HAS PERFORMED

The following information is intended to help you understand the risks of
investing in the Fund. The value of your shares in the Fund will fluctuate
depending on the Fund's investment performance. The bar chart and table below
show the changes in the Fund's performance from year to year, and the table
compares the Fund's performance to the performance of a broad measure of market
performance for the period. The Fund's past performance (before and after
income taxes) is no guarantee of future results.

The bar chart below provides some indication of the risks of investing in the
Fund by showing changes in the performance of the Fund's Class A shares (2002 -
2006) and Class O shares (2007) from year to year. These figures do not reflect
sales charges and would be lower for Class A if they did.

                      YEAR-BY-YEAR TOTAL RETURNS (%)(1)(2)

                (For the periods ended December 31 of each year)

[GRAPHIC APPEARS HERE]

1998   1999   2000   2001   2002      2003       2004       2005       2006       2007
                            4.06      41.35      36.23      14.11      40.42      (6.87)

           Best and worst quarterly performance during this period:

    Best: 4th quarter 2004:     20.01%
    Worst:4th quarter 2007:    (10.43)%

                        AVERAGE ANNUAL TOTAL RETURNS(1)

                   (For the periods ended December 31, 2007)

The table below provides some indication of the risks of investing in the Fund
by comparing the Fund's Class A and Class O shares' performance to that of a
broad measure of market performance - the Standard & Poor's/Citigroup World
Property Index ("S&P/Citigroup World Property Index"). It is not possible to
invest directly in the index. The table also shows returns on a before-tax and
after-tax basis. After-tax returns are calculated using the historical highest
individual federal marginal income tax rates and do not reflect the impact of
state and local taxes.

Actual after-tax returns depend on an investor's tax situation and may differ
from those shown, and after-tax returns shown are not relevant to investors who
hold their Fund shares through tax-deferred arrangements, such as 401(k) plans
or individual retirement accounts.

In some cases the after-tax returns may exceed the return before taxes due to
an assumed tax benefit from any losses on a sale of Fund shares at the end of
the measurement period.

After-tax returns are shown for Class O only. After-tax returns for other
classes will vary.

                                                                        5 YEARS               10 YEARS
                                                      1 YEAR      (OR LIFE OF CLASS)     (OR LIFE OF CLASS)
 CLASS O RETURN BEFORE TAXES                 %       (6.87)             0.39(2)                 N/A
 Class O Return After Taxes on               %       (8.46)            (1.91)(2)                N/A
  Distributions
 Class O Return After Taxes on               %       (4.37)            (1.18)(2)                N/A
  Distributions and Sale of Fund Shares
 S&P/Citigroup World Property Index          %       (7.23)            (4.43)(4)                N/A
  (reflects no deduction for fees,
expenses or taxes)(3)
 CLASS A RETURN BEFORE TAXES(5)              %      (12.21)             22.04               19.62(2)
 S&P/Citigroup World Property Index          %       (7.23)             23.53               20.30(4)
  (reflects no deduction for fees,
expenses or taxes)(3)

(1)   The figure shown for 2007 provides performance for Class O shares of the
      Fund. The figures shown for years prior to 2007 provide performance for
      Class A shares of the Fund. Class A shares are not offere in this
      Prospectus. Class A shares would have substantially similar annual
      returns as the Class O shares because the classes are invested in the
      same portfolio of securities. Annual returns would differ only to the
      extent that Class O and Class A shares have different expenses.

(2)   Class O shares commenced operations on November 15, 2006. Class A shares
      commenced operations on November 5, 2001.

(3)   The S&P/Citigroup World Property Index is an unmanaged market-weighted
      total return index which consists of many companies from developed
      markets whose floats are larger than $100 million and derive more than
      half of their revenue from property-related activities.

(4)   The index return for Class O shares is for the period beginning December
      1, 2006. The index return for Class A shares is for the period beginning
      November 1, 2001.

(5)   Reflects deduction of the maximum Class A sales charge of 5.75%.

                                       12

INTERNATIONAL EQUITY FUND
--------------------------------------------------------------------------------

INDEX PLUS INTERNATIONAL EQUITY FUND

INVESTMENT OBJECTIVE

The Fund seeks to outperform the total performance of the Morgan Stanley
Capital International Europe, Australasia and Far East(Reg. TM) Index ("MSCI
EAFE(Reg. TM) Index"), while maintaining a market level of risk. The Fund's
investment objective is not fundamental and may changed without a shareholder
vote.

PRINCIPAL INVESTMENT STRATEGIES

The Fund normally invests at least 80% of its net assets in stocks included in
the MSCI EAFE(Reg. TM) Index, exchange-traded funds ("ETFs"), and derivatives
(including futures and options) whose economic returns are similar to the MSCI
EAFE(Reg. TM) Index or its components. The Fund will provide shareholders with
at least 60 days' prior notice of any change in this investment policy. The
MSCI EAFE(Reg. TM) Index is a market value-weighted index that reflects the
performance of approximately 1,100 securities listed on the stock exchanges of
Europe, Australasia and the Far East. ETFs are passively managed investment
companies traded on a securities exchange whose goal is to track or replicate a
desired index.

The Fund may also invest in securities that are convertible into common stocks
included in the MSCI EAFE(Reg. TM) Index.

In managing the Fund, the Sub-Adviser attempts to achieve the Fund's investment
objective by overweighting those stocks in the MSCI EAFE(Reg. TM) Index that
the Sub-Adviser believes will outperform the index, and underweighting (or
avoiding altogether) those stocks that the Sub-Adviser believes will
underperform the MSCI EAFE(Reg. TM) Index. In determining stock weightings, the
Sub-Adviser uses internally developed quantitative computer models to evaluate
various criteria, such as cash flows, earnings and price-to-book ratios of each
company, in an attempt to select companies with long-term sustainable growth
characteristics at acceptable valuation levels. The Fund's aggregate
characteristics will approximate that of the MSCI EAFE(Reg. TM) Index.

At any one time, the Sub-Adviser generally includes in the Fund between 300 and
400 of the stocks included in the MSCI EAFE(Reg. TM) Index. Although the Fund
will not hold all the stocks in the MSCI EAFE(Reg. TM) Index, the Sub-Adviser
expects that there will be a close correlation between the performance of the
Fund and that of the MSCI EAFE(Reg. TM) Index in both rising and falling
markets. The Fund will pay transactional and other expenses that are not
reflected in the MSCI EAFE(Reg. TM) Index. This will give the Fund a
performance disadvantage in relation to the MSCI EAFE(Reg. TM) Index.

The Sub-Adviser may sell securities for a variety of reasons, such as to secure
gains, limit losses, or redeploy assets into opportunities believed to be more
promising, among others.

The Fund may invest in other investment companies to the extent permitted under
the Investment Company Act of 1940, as amended, and the rules and regulations
thereunder.

The Fund may also lend portfolio securities on a short-term or long-term basis,
up to 33 1/3% of its assets.

The Fund may engage in frequent and active trading of portfolio securities to
achieve its investment objective.

RISKS

You could lose money on an investment in the Fund. The Fund may be affected by
the following risks, among others:

CONVERTIBLE SECURITIES - the value of convertible securities may fall when
interest rates rise. Convertible securities with longer maturities tend to be
more sensitive to changes in interest rates usually making them more volatile
than convertible securities with shorter maturities. The Fund could lose money
if the issuer of a convertible security is unable to meet its financial
obligations or goes bankrupt.

DERIVATIVES - derivatives are subject to the risk of changes in the market
price of the underlying securities, credit risk with respect to the
counterparty to the derivative instruments, and the risk of loss due to changes
in interest rates. The use of certain derivatives may also have a leveraging
effect which may increase the volatility of the Fund and may reduce its
returns.

FOREIGN INVESTING - foreign investments may be riskier than U.S. investments
for many reasons, including: changes in currency exchange rates; unstable
political, social and economic conditions; a lack of adequate or accurate
company information; differences in the way securities markets operate; less
secure foreign banks or securities depositories than those in the U.S.; less
standardization of accounting standards and market regulations in certain
foreign countries; and varying foreign controls on investment. Foreign
investments may also be affected by administrative difficulties, such as delays
in clearing and settling transactions. Additionally, securities of foreign
companies may be denominated in foreign currencies. Exchange rate fluctuations
may reduce or eliminate gains or create losses. Hedging strategies intended to
reduce this risk may not perform as expected. These factors may make foreign
investments more volatile and potentially less liquid than U.S. investments.

MANAGER - the success of the Fund's strategy depends significantly on the
Sub-Adviser's skill in determining which securities to overweight, underweight
or avoid altogether.

                                       13

OTHER INVESTMENT COMPANIES - the main risk of investing in other investment
companies is the risk that the value of the underlying securities might
decrease. Because the Fund invests in other investment companies, you will pay
a proportionate share of the expenses of that other investment company
(including management fees, administration fees and custodial fees) in addition
to the expenses of the Fund.

PRICE VOLATILITY - the value of the Fund changes as the prices of its
investments go up or down. Equity securities face market, issuer and other
risks, and their values may fluctuate, sometimes rapidly and unpredictably.
Market risk is the risk that securities may decline in value due to factors
affecting the securities markets generally or particular industries. Issuer
risk is the risk that the value of a security may decline for reasons relating
to the issuer such as changes in the financial condition of the issuer. While
equities may offer the potential for greater long-term growth  than most debt
securities, they generally have higher volatility.The Fund invests in
securities of larger companies which sometimes have more stable prices than
smaller companies. However, the Fund may invest in small- and mid-sized
companies, which may be more susceptible to price swings than larger companies
because they typically have fewer financial resources, more limited product and
market diversification and may be dependent on a few key managers. Securities
of small-and mid-sized companies tend to be more volatile and less liquid than
stocks of larger companies.

INABILITY TO SELL SECURITIES - convertible securities, securities of
small-sized and mid-sized companies and some foreign companies usually trade in
lower volume and may be less liquid than other investments and securities of
larger, more established companies or U.S. companies. The Fund could lose money
if it cannot sell a security at the time and price that would be most
beneficial to the Fund.

PORTFOLIO TURNOVER - a high portfolio turnover rate involves greater expenses
to the Fund, including brokerage commissions and other transaction costs, which
may have an adverse impact on performance, and is likely to generate more
taxable short-term gains for shareholders.

SECURITIES LENDING - there is the risk that when lending portfolio securities,
the securities may not be available to a Fund on a timely basis and it may lose
the opportunity to sell the securities at a desirable price. Engaging in
securities lending could have a leveraging effect which may intensify the
market risk, credit risk and other risks associated with investments in a Fund.

A more detailed discussion of the risks associated with investing in the Fund
is available in the "Other Considerations" section.

                                       14

INDEX PLUS INTERNATIONAL EQUITY FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

     HOW THE FUND HAS PERFORMED

The following information is intended to help you understand the risks of
investing in the Fund. The value of your shares in the Fund will fluctuate
depending on the Fund's investment performance. The bar chart and table below
show the Fund's performance for the first full calendar year of operations, and
the table compares the Fund's performance to the performance of a broad measure
of market performance for the same period. The Fund's past performance (before
and after income taxes) is no guarantee of future results.

Because Class O shares had not had a full year of operations as of December 31,
2007, the bar chart below provides some indication of the risks of investing in
the Fund by showing the performance of the Fund's Class A shares from year to
year. The figures do not reflect sales charges and would be lower if they did.

                      YEAR-BY-YEAR TOTAL RETURN (%)(1)(2)

                (For the periods ended December 31 of each year)

[GRAPHIC APPEARS HERE]

1998    1999    2000    2001    2002    2003    2004    2005   2006       2007
                                                               24.62      7.38

            Best and worst quarterly performance during this period:

    Best: 4th quarter 2006:    10.01%
    Worst:4th quarter 2007:    (3.38)%

                       AVERAGE ANNUAL TOTAL RETURNS(1)(2)

                   (For the periods ended December 31, 2007)

The table below provides some indication of the risks of investing in the Fund
by comparing the Fund's Class A shares' performance to that of a broad measure
of market performance - the MSCI EAFE(Reg. TM) Index. It is not possible to
invest directly in the index. The table also shows returns on a before-tax and
after-tax basis. After-tax returns are calculated using the historical highest
individual federal marginal income tax rates and do not reflect the impact of
state and local taxes.

Actual after-tax returns depend on an investor's tax situation and may differ
from those shown, and after-tax returns shown are not relevant to investors who
hold their Fund shares through tax-deferred arrangements, such as 401(k) plans
or individual retirement accounts.

In some cases the return after taxes may exceed the return before taxes due to
an assumed tax benefit from any losses on a sale of Fund shares at the end of
the measurement period.

                                                                        5 YEARS
                                                      1 YEAR      (OR LIFE OF CLASS)     10 YEARS
 CLASS A RETURN BEFORE TAXES(3)               %        1.23         11.80(2)                N/A
 Class A Return After Taxes on                %       (1.89)         9.69(2)                N/A
  Distributions(3)
 Class A Return After Taxes on                %        1.87          9.23(2)                N/A
  Distributions and Sale of Fund Shares(3)
 MSCI EAFE(Reg. TM) Index (reflects no        %       11.17         18.51(5)                N/A
deduction for fees, expenses or
  taxes)(4)

(1)   Because Class O shares had not had a full year of operations as of
      December 31, 2007, the figures shown provide performance for Class A
      shares of the Fund. Class A shares are not offered in this Prospectus.
      Class A shares would have substantially similar annual returns as the
      Class O shares because the classes are invested in the same portfolio of
      securities. Annual returns would differ only to the extent that Class O
      and Class A shares have different expenses.

(2)   Class A shares commenced operations on December 21, 2005.

(3)   Reflects deduction of the maximum Class A sales charge of 5.75%.

(4)   The MSCI EAFE(Reg. TM) Index is an unmanaged index that measures the
      performance of securities listed on exchanges in Europe, Australasia and
      the Far East. It includes the reinvestment of dividends and distributions
      net of witholding taxes, but does not reflect fees, brokerage commissions
      or other expenses of investing.

(5)   The index return for Class A shares is for the period beginning January
      1, 2006.

                                       15

DOMESTIC EQUITY AND INCOME
FUND
--------------------------------------------------------------------------------

REAL ESTATE FUND

INVESTMENT OBJECTIVE

This Fund seeks total return consisting of long-term capital appreciation and
current income.

PRINCIPAL INVESTMENT STRATEGIES

Under normal market conditions, the Fund invests at least 80% of its assets in
common and preferred stocks of U.S. real estate investment trusts ("REITs") and
real estate companies. The Fund will provide shareholders with at least 60
days' prior notice of any change in this investment policy.

For this Fund, real estate companies consist of companies that are principally
engaged in the real estate industry. A company shall be considered to be
"principally engaged" in the real estate industry if: (i) it derives at least
50% of its revenues or profits from the ownership, construction, management,
financing, or sale of residential, commercial, or industrial real estate; or
(ii) it has at least 50% of the fair market value of its assets invested in
residential, commercial, or industrial real estate. Companies principally
engaged in the real estate industry may include REITs, master limited
partnerships, real estate managers, real estate brokers, real estate dealers
and companies with substantial real estate holdings.

The Sub-Adviser focuses on investments that generally provide income and also
have the potential for long-term capital appreciation. The Sub-Adviser uses
systematic, top-down research to evaluate property market conditions and trends
to judge which market sectors offer potentially attractive returns. The Sub-
Adviser uses proprietary analytical techniques to identify the securities which
it believes will provide above-average cash flow yield and growth. Companies
are evaluated for purchase and sale using several different qualitative and
quantitative factors such as valuation, capital structure, and management and
strategy. The Sub-Adviser will sell a security when it no longer meets these
criteria.

The Fund's investment approach, with its emphasis on investments in companies
primarily engaged in the real estate industry, is expected to produce a total
return that is closely tied to the performance of the market for publicly
traded real estate companies, including REITs, which is a narrow segment of the
overall U.S. stock market.

The Sub-Adviser may invest in companies with any market capitalization;
however, the Sub-Adviser will generally not invest in companies with market
capitalization of less than $100 million at the time of purchase.

The Fund may invest in initial public offerings.

The Fund is non-diversified which means it may invest a significant portion of
assets in a single issuer.

The Fund also may lend portfolio securities on a short-term or long-term basis,
up to 33 1/3% of its total assets.

The Sub-Adviser may sell securities for a variety of reasons, such as to secure
gains, limit losses, or redeploy assets into opportunities believed to be more
promising, among others.

RISKS

You could lose money on an investment in the Fund. The Fund may be affected by
the following risks, among others:

PRICE VOLATILITY - the value of the Fund changes as the prices of its
investments go up or down. Equity securities face market, issuer and other
risks, and their values may fluctuate, sometimes rapidly and unpredictably.
Market risk is the risk that securities may decline in value due to factors
affecting the securities markets generally or particular industries. Issuer
risk is the risk that the value of a security may decline for reasons relating
to the issuer such as changes in the financial condition of the issuer. While
equities may offer the potential for greater long-term growth  than most debt
securities, they generally have higher volatility. The Fund invests in
securities of larger companies which sometimes have more stable prices than
smaller companies. However, the Fund may also invest in securities of small-
and mid-sized companies, which may be more susceptible to price volatility than
larger companies because they typically have fewer financial resources, more
limited product and market diversification, and may be dependent on a few key
managers.

MARKET TRENDS - from time to time, the stock market may not favor the
securities in which the Fund invests. Rather, the market could favor securities
or industries to which the Fund is not exposed, or may not favor equities at
all.

REAL ESTATE - investments in issuers that are principally engaged in real
estate, including REITs, may subject the Fund to risks similar to those
associated with the direct ownership of real estate, including terrorist
attacks, war or other acts that destroy real property (in addition to
securities market risks). These companies are sensitive to factors such as
changes in real estate values and property taxes, interest rates, cash flow of
underlying real estate assets, supply and demand, and the management skill and
creditworthiness of the issuer. REITs may also be affected by tax and
regulatory requirements.

MANAGER - the Fund's performance will be affected if the Sub-Adviser makes an
inaccurate assessment of economic conditions and investment opportunities, and
chooses growth companies that do not grow as quickly as hoped, or value
companies that continue to be undervalued by the market.

                                       16

NON-DIVERSIFICATION - the Fund is classified as a "non- diversified" investment
company under the Investment Company Act of 1940, as amended. If the Fund
invests a relatively high percentage of its assets in obligations of a limited
number of issuers, the Fund will be more at risk to any single corporate,
economic, political or regulatory event that impacts one or more of those
issuers. Conversely, even though classified as non-diversified, the Fund may
actually maintain a portfolio that is diversified with a large number of
issuers. In such an event, the Fund would benefit less from appreciation in a
single corporate issuer than if it had greater exposure to that issuer.

CONCENTRATION - because the Fund's investments are concentrated in the real
estate industry, the value of the Fund may be subject to greater volatility
than a fund with a portfolio that is less concentrated. If real estate
securities as a group fall out of favor, the Fund could underperform funds that
focus on other types of companies.

INITIAL PUBLIC OFFERINGS ("IPOS") - IPOs and companies that have recently gone
public have the potential to produce substantial gains for the Fund. However,
there is no assurance that the Fund will have access to profitable IPOs.
Furthermore, stocks of newly-public companies may decline shortly after the
initial public offering. When the Fund's asset base is small, the impact of
such investments on the Fund's return will be magnified. As the Fund's assets
grow, it is likely that the effect of the Fund's investment in IPOs on the
Fund's return will decline.

INABILITY TO SELL SECURITIES - securities of smaller companies trade in lower
volume and may be less liquid than other investments and securities of larger,
more established companies. The Fund could lose money if it cannot sell a
security at the time and price that would be most beneficial to the Fund.

SECURITIES LENDING - there is the risk that when lending portfolio securities,
the securities may not be available to the Fund on a timely basis and it may
lose the opportunity to sell the securities at a desirable price. Engaging in
securities lending could have a leveraging effect, which may intensify the
market risk, credit risk and other risks associated with investments in the
Fund.

A more detailed discussion of the risks associated with investing in the Fund
is available in the "Other Considerations" section.

                                       17

REAL ESTATE FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

     HOW THE FUND HAS PERFORMED

The following information is intended to help you understand the risks of
investing in the Fund. The value of your shares in the Fund will fluctuate
depending on the Fund's investment performance. The bar chart and table below
show the changes in the Fund's performance from year to year, and the table
compares the Fund's performance to the performance of a broad measure of market
performance for the period. The Fund's past performance (before and after
income taxes) is no guarantee of future results.

The bar chart below provides some indication of the risks of investing in the
Fund by showing changes in the performance of the Fund's Class O shares
(2005-2006) and Class A shares (2003-2004) from year to year. These figures do
not reflect sales charges for Class A shares and would be lower if they did.

                       YEAR-BY-YEAR TOTAL RETURNS (%)(1)

                (For the periods ended December 31 of each year)

[GRAPHIC APPEARS HERE]

1997    1998    1999    2000    2001   2002    2003       2004       2005       2006
                                               35.96      33.36      12.32      36.06

            Best and worst quarterly performance during this period:

     Best: 4th quarter 2004:    18.21%
    Worst: 1st quarter 2005:    (7.86)%

              The Fund's Class O shares' year-to-date total return
                          as of June 29, 2007: (7.59)%

The table below provides some indication of the risks of investing in the Fund
by comparing the Fund's Class O and Class A shares' performance to that of a
broad measure of market performance - the Morgan Stanley Capital International
U.S. REIT Index ("MSCI U.S. REIT(Reg. TM) Index"). It is not possible to invest
directly in the index. The table also shows returns on a before-tax and
after-tax basis. After-tax returns are calculated using the historical highest
individual federal marginal income tax rates and do not reflect the impact of
state and local taxes.

Actual after-tax returns depend on an investor's tax situation and may differ
from those shown, and after-tax returns shown are not relevant to investors who
hold their Fund shares through tax-deferred arrangements, such as 401(k) plans
or individual retirement accounts.

In some cases the after-tax returns may exceed the return before taxes due to
an assumed tax benefit from any losses on a sale of Fund shares at the end of
the measurement period.

After-tax returns are shown for Class O only. After-tax returns for other
classes will vary.

                        AVERAGE ANNUAL TOTAL RETURNS(1)

                   (For the periods ended December 31, 2006)

                                                                          5 YEARS
                                                       1 YEAR       (OR LIFE OF CLASS)     10 YEARS
 CLASS O RETURN BEFORE TAXES                  %       36.06              30.47(1)             N/A
 Class O Return After Taxes on                %       33.92              27.19(1)             N/A
  Distributions
 Class O Return After Taxes on                %       25.34              25.03(1)             N/A
  Distributions and Sale of Fund Shares
 MSCI U.S. REIT(Reg. TM) Index (reflects      %       35.92              27.23(3)             N/A
no deduction for fees, expenses or
  taxes)(2)
 CLASS A RETURN BEFORE TAXES(4)               %       28.21              27.46(1)             N/A
 MSCI U.S. REIT(Reg. TM) Index (reflects      %       35.92              28.66(5)             N/A
no deduction for fees, expenses or
  taxes)(2)

(1)   Class O shares commenced on September 15, 2004. Class A shares commenced
      operations on December 20, 2002.

(2)   The MSCI U.S. REIT(Reg. TM) Index is a free float-adjusted market
      capitalization weighted index that is comprised of equity real estate
      investment trusts that are included in the MSCI U.S. Investable Market
      2500 Index (with the exception of specialty REITs that do not generate a
      majority of their revenue and income from real estate rental and leasing
      obligations). The Index represents approximately 85% of the U.S. REIT
      market.

(3)   The index return for Class O shares is for the period beginning September
      1, 2004.

(4)   Reflects deduction of the maximum Class A sales charge of 5.75%

(5)   The index return for Class A shares is for the period beginning January
      1, 2003.

                                       18

DOMESTIC EQUITY VALUE
FUND
--------------------------------------------------------------------------------

FINANCIAL SERVICES FUND

INVESTMENT OBJECTIVE

The Fund seeks long-term capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES

The Fund invests, under normal market conditions, at least 80% of its assets in
equity securities and equity equivalent securities of companies principally
engaged in the financial services industry. The Fund will provide shareholders
with at least 60 days' prior notice of any change in this investment policy.
For purposes of the Fund's investment strategy, financial services companies
are companies that derive at least 50% of their total revenues or earnings from
business operations in or directly related to financial services. The equity
securities in which the Fund invests are normally common stocks, but may also
include preferred stocks, warrants, and convertible securities. The Fund may
invest in common stocks of companies of any size.

Financial services companies may include, but are not limited to the following:
banks; bank holding companies; investment banks; trust companies; insurance
companies; insurance brokers; finance companies; securities broker-dealers;
electronic trading networks; investment management firms; custodians of
financial assets; companies engaged in trading, dealing or managing
commodities; companies that invest significantly in or deal in financial
instruments; government-sponsored financial enterprises; real estate investment
trusts; thrifts and savings banks; mortgage companies; title companies;
conglomerates with significant interests in financial services companies;
foreign financial services companies; companies that process financial
transactions; administrators of financial products or services; companies that
render services primarily to other financial services companies; companies that
produce, sell, or market software or hardware related to financial services or
products or directed to financial services companies; suppliers to financial
services companies; and other companies whose assets or earnings can be
significantly affected by financial instruments or services.

The Sub-Adviser emphasizes a value approach, and selects securities that it
believes are undervalued relative to the market and have potential for future
growth, including securities of institutions that the Sub-Adviser believes are
well positioned to take advantage of investment opportunities in the financial
services industry.

The Fund may invest in initial public offerings.

The Fund may also invest in other investment companies to the extent permitted
under the Investment Company Act of 1940, as amended, and the rules and
regulations thereunder.

The Sub-Adviser may sell securities for a variety of reasons, such as to secure
gains, limit losses, or redeploy assets into opportunities believed to be more
promising, among others.

RISKS

You could lose money on an investment in the Fund. The Fund may be affected by
the following risks, among others:

PRICE VOLATILITY - the value of the Fund changes as the prices of its
investments go up or down. Equity securities face market, issuer and other
risks, and their values may fluctuate, sometimes rapidly and unpredictably.
Market risk is the risk that securities may decline in value due to factors
affecting the securities markets generally or particular industries. Issuer
risk is the risk that the value of a security may decline for reasons relating
to the issuer such as changes in the financial condition of the issuer. While
equities may offer the potential for greater long-term growth  than most debt
securities, they generally have higher volatility. The Fund invests in
securities of larger companies which sometimes have more stable prices than
smaller companies. However, the Fund may also invest in securities of small-
and mid-sized companies, which may be more susceptible to price volatility than
larger companies because they typically have fewer financial resources, more
limited product and market diversification, and may be dependent on a few key
managers.

MARKET TRENDS - from time to time, the stock market may not favor the
securities in which the Fund invests. Rather, the market could favor securities
or industries to which the Fund is not exposed, or may not favor equities at
all.

CONCENTRATION - because the Fund's investments are concentrated in the real
estate industry, the value of the Fund may be subject to greater volatility
than a fund with a portfolio that is less concentrated. If real estate
securities as a group fall out of favor, the Fund could underperform funds that
focus on other types of companies.

CONVERTIBLE AND DEBT SECURITIES - the value of convertible and debt securities
may fall when interest rates rise. Convertible and debt securities with longer
maturities tend to be more sensitive to changes in interest rates, usually
making them more volatile than convertible and debt securities with shorter
maturities. The Fund could lose money if the issuer of a convertible or debt
security is unable to meet its financial obligations or goes bankrupt.

INTEREST RATE - because the profitability of financial services companies may
be largely dependent on the availability and cost of capital, which fluctuates
significantly in responses to changes in interest rates and general economic
conditions, the value of the Fund's securities may fall when interest rates
rise.

                                       19

ILLIQUID SECURITIES - if a security is illiquid, the Fund might be unable to
sell the security at a time when the Sub-Adviser might wish to sell, and the
security could have the effect of decreasing the overall level of the Fund's
liquidity. Further, the lack of an established secondary market may make it
more difficult to value illiquid securities, which could vary from the amount
the Fund could realize upon disposition.

INITIAL PUBLIC OFFERINGS ("IPOS") - IPOs and companies that have recently gone
public have the potential to produce substantial gains for the Fund. However,
there is no assurance that the Fund will have access to profitable IPOs.
Furthermore, stocks of newly-public companies may decline shortly after the
initial public offering. When the Fund's asset base is small, the impact of
such investments on the Fund's return will be magnified. As the Fund's assets
grow, it is likely that the effect of the Fund's investment in IPOs on the
Fund's return will decline.

INABILITY TO SELL SECURITIES - securities of smaller companies trade in lower
volume and may be less liquid than other investments and securities of larger,
more established companies. The Fund could lose money if it cannot sell a
security at the time and price that would be most beneficial to the Fund.

VALUE INVESTING - securities that appear to be undervalued may never appreciate
to the extent expected. Further, because the prices of value- oriented
securities tend to correlate more closely with economic cycles than
growth-oriented securities, they generally are more sensitive to changing
economic conditions, such as changes in interest rates, corporate earnings and
industrial production.

OTHER INVESTMENT COMPANIES - the main risk of investing in other investment
companies is the risk that the value of the underlying securities might
decrease. Because the Fund invests in other investment companies, you will pay
a proportionate share of the expenses of that other investment company
(including management fees, administration fees and custodial fees) in addition
to the expenses of the Fund.

A more detailed discussion of the risks associated with investing in the Fund
is available in the "Other Considerations" section.

                                       20

FINANCIAL SERVICES FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

     HOW THE FUND HAS PERFORMED

The following information is intended to help you understand the risks of
investing in the Fund. The value of your shares in the Fund will fluctuate
depending on the Fund's investment performance. The bar chart and table below
show the changes in the Fund's performance from year to year and the table
compares the Fund's performance to the performance of two broad measures of
market performance for the same period. The Fund's past performance (before and
after income taxes) is no guarantee of future results.

The bar chart below provides some indication of the risks of investing in the
Fund by showing changes in the performance of the Fund's Class O shares
(2005-2006) and Class A shares (1997-2004) from year to year. These figures do
not reflect sales charges for Class A shares and would be lower if they did.

                      YEAR-BY-YEAR TOTAL RETURNS (%)(1)(2)

                (For the periods ended December 31 of each year)

[GRAPHIC APPEARS HERE]

1997     1998        1999      2000       2001         2002      2003       2004       2005      2006
64.86   (1.83)     (18.84)     27.79      11.53      (13.54)     32.26      13.08      7.81      17.14

            Best and worst quarterly performance during this period:

     Best: 3rd quarter 2000:     20.41%
    Worst: 3rd quarter 1998:    (19.30)%

              The Fund's Class O shares' year-to-date total return
                           as of June 29, 2007: 0.00%

The table below provides some indication of the risks of investing in the Fund
by comparing the Fund's Class O and Class A shares' performance to those of two
broad measures of market performance - the Standard & Poor's 500 Financials
Index ("S&P 500 Financials Index") and the Standard & Poor's 500(Reg. TM)
Composite Stock Price Index ("S&P 500(Reg. TM) Index"). It is not possible to
invest directly in the indices. The table also shows returns on a before-tax
and after-tax basis. After-tax returns are calculated using the historical
highest individual federal marginal income tax rates and do not reflect the
impact of state and local taxes.

Actual after-tax returns depend on an investor's tax situation and may differ
from those shown, and after-tax returns shown are not relevant to investors who
hold their Fund shares through tax-deferred arrangements, such as 401(k) plans
or individual retirement accounts.

In some cases the return after taxes may exceed the return before taxes due to
an assumed tax benefit from any losses on a sale of Fund shares at the end of
the measurement period.

After-tax returns are shown for Class O only. After-tax returns for other
classes will vary.

                       AVERAGE ANNUAL TOTAL RETURNS(1)(2)

                   (For the periods ended December 31, 2006)

                                                                          5 YEARS
                                                       1 YEAR       (OR LIFE OF CLASS)       10 YEARS
 CLASS O RETURN BEFORE TAXES                  %       17.14              14.88(2)               N/A
 Class O Return After Taxes on                %       15.38              12.94(2)               N/A
  Distributions
 Class O Return After Taxes on                %       13.46              12.61(2)               N/A
  Distributions and Sale of Fund Shares
 S&P 500 Financials Index (reflects no        %       19.21              14.06(4)               N/A
deduction for fees, expenses or
  taxes)(3)
 S&P 500(Reg. TM) Index (reflects no          %       15.79              13.41(4)               N/A
deduction for fees, expenses or
  taxes)(5)
 CLASS A RETURN BEFORE TAXES(6)               %       10.46               9.01                11.16
 S&P 500 Financials Index (reflects no        %       19.21               9.50                11.96
deduction for fees, expenses or
  taxes)(3)
 S&P 500(Reg. TM) Index (reflects no          %       15.79               6.19                 8.42
deduction for fees, expenses or
  taxes)(5)

(1)   Prior to October 17, 1997, the Fund operated as a closed-end investment
      company. Prior to May 22, 2001, the Fund operated under a different
      investment strategy.

(2)   Class O shares commenced operations on September 15, 2004.

(3)   The S&P 500 Financials Index is a capitalization-weighted index of all
      stocks designed to measure the performance of the financial sector of the
      S&P 500(Reg. TM) Index.

(4)   The index returns for Class O shares are for the period beginning
      September 1, 2004.

(5)   The S&P 500(Reg. TM) Index is an unmanaged index that measures the
      performance of securities of approximately 500 large-capitalization
      companies whose securities are traded on major U.S. stock markets.

(6)   Reflects deduction of the maximum Class A sales charge of 5.75%.

                                       21

FUND EXPENSES

The following table describes the Funds fees and estimated expenses for Class O
shares of the Funds. These expenses are based on the expenses paid by the Funds
in the most recent fiscal year.. Annual Fund Operating Expenses are deducted
from Fund assets every year, and are thus paid indirectly by all shareholders.
Actual expenses paid by the Funds may vary from year to year.

CLASS O SHAREHOLDER FEES

There are no sales charges deducted on initial purchases of Class O shares, no
deferred sales charges applied on redemptions, no sales charges applied to
dividend reinvestments, and no exchange fees. Each Fund has adopted a
Shareholder Services Plan that allows payment of a service fee. The service fee
is used primarily to pay selling dealers and their agents for servicing and
maintaining shareholder accounts. Because the fees are paid out on an ongoing
basis, over time these fees will increase the cost of your investment and may
cost you more than paying other types of sales charges.

                                   CLASS O SHARES
                         ANNUAL FUND OPERATING EXPENSES(1)
                   (as a percentage of average daily net assets)
                                                           Service
                                             Management    (12b-1)        Other
                                                Fees        Fees        Expenses

___________________________________________
 Intermediate Bond Fund                      0.17%        0.25%        0.31%(2)

___________________________________________
 Global Equity Dividend Fund                 0.70%        0.25%        0.31%(2)

___________________________________________
 Global Real Estate Fund                     0.74%        0.25%        0.31%(2)

___________________________________________
 Index Plus International Equity Fund        0.55%        0.25%        0.34%(2)

___________________________________________
 Real Estate Fund                            0.70%        0.25%        0.27%(2)

___________________________________________
 Financial Services Fund                     0.75%        0.25%        0.22%

                                               Acquired Fund     Total Fund          Waivers           Net Fund
                                                 Fees and        Operating      Reimbursements        Operating
                                               Expenses(3)      Expenses(4)   and Recoupments(5)      Expenses

___________________________________________
 Intermediate Bond Fund                           -             0.73%          (0.04)%               0.69%

___________________________________________
 Global Equity Dividend Fund                    N/A             1.26%              -                 1.26%

___________________________________________
 Global Real Estate Fund                       0.00%(6)         1.30%              -                 1.30%

___________________________________________
 Index Plus International Equity Fund          0.01%            1.15%          (0.03)%               1.18%

___________________________________________
 Real Estate Fund                                 -             1.22%              -                 1.22%(7)

___________________________________________
 Financial Services Fund                       0.00%(6)         1.22%              -                 1.22%

(1)   This table shows the estimated operating expenses for Class O shares of
      each Fund, as a ratio of expenses to average daily net assets. These
      estimated expenses are based on each Fund's actual operating expenses for
      the most recently completed fiscal year (except for ING Index Plus
      International Equity Fund), as adjusted for contractual changes, if any,
      and fee waivers to which ING Investments, the investment adviser to each
      Fund, has agreed. Because ING Index Plus International Equity Fund's
      Class O shares had not had a full calendar year of operations as of the
      date of this Prospectus, expenses are based on the actual expenses for
      Class A shares of the Fund, as adjusted for contractual changes, if any,
      and fee waivers to which ING Investments, the investment adviser to the
      Fund, has agreed. Actual expenses may be greater or less than estimated.

(2)   ING Funds Services, LLC receives an annual administrative fee equal to
      0.10% of the Fund's average daily net assets and is reflected in "Other
      Expenses."

(3)   The Acquired Fund Fees and Expenses are not fees or expenses incurred by
      the Funds directly. These fees and expenses include each Fund's pro rata
      shares of the cumulative expenses charged by the Acquired Funds in which
      the Funds invest. The fees and expenses will vary based on the Fund's
      allocation of assets to, and the annualized net expenses of, the
      particular Acquired Funds. The impact on theses fees and expenses is
      shown in "Net Fund Operating Expenses."

(4)   The Total Fund Operating Expenses shown may be higher than the Fund's
      ratio of expenses to average net assets shown in the Financial
      Highlights, which reflect the operating expenses of the Fund and does not
      include Acquired Fund fees and expenses.

(5)   ING Investments, LLC has entered into a written expense limitation
      agreement with each Fund (except, Financial Services Fund), under which
      it will limit expenses of each Fund, excluding interest, brokerage and
      extraordinary expenses (and Acquired Fund Fees and Expenses), subject to
      possible recoupment by ING Investments, LLC within three years. The
      amount of each Fund's expenses proposed to be waived, reimbursed or
      recouped during the current fiscal year by ING Investments, LLC is shown
      under the heading "Waiver, Reimbursement and Recoupment." The expense
      limits will continue through at least August 1, 2007, March 1, 2009,
      March 1, 2009, March 1, 2011 and October 1, 2008 for Intermediate Bond
      Fund, Global Equity Dividend Fund, Global Real Estate Fund, Index Plus
      International Equity Fund and Real Estate Fund, respectively. The expense
      limitation agreements are contractual and shall renew automatically for
      one-year terms unless ING Investments, LLC provides written notice of the
      termination of an expense limitation agreement within 90 days of the end
      of the then current terms or upon termination of the investment
      management agreement. For more information regarding the expense
      limitation agreement, please see the SAI.

(6)   Amount represents less than 0.01% and is included in Other Expenses.

(7)   A portion of the brokerage commissions that Real Estate Fund paid is used
      to reduce the Fund's expenses. Including this reduction, the "Net
      Expenses" for the Fund for the fiscal year ended May 31, 2007 would have
      been 1.20% for Class O shares. This arrangement may be discontinued at
      any time.

                                       22

CLASS O SHARES EXAMPLE

The Examples that follow are intended to help you compare the cost of investing
in the Funds with the cost of investing in other mutual funds. The Examples
assume that you invested $10,000, that you reinvested all your dividends, that
the Fund earned an average annual return of 5% and that annual operating
expenses remained at the current level. Keep in mind that this is only an
estimate - actual expenses and performance may vary.

                                                      1 YEAR       3 YEARS       5 YEARS       10 YEARS
 Intermediate Bond Fund(1)                  $            70          229           402            903

_________________________________________
 Global Equity Dividend Fund                $           128          400           692          1,523

_________________________________________
 Global Real Estate Fund                    $           132          412           713          1,568

_________________________________________
 Index Plus International Equity Fund(1)    $           120          368           636          1,400

_________________________________________
 Real Estate Fund                           $           124          387           670          1,477

_________________________________________
 Financial Services Fund                    $           124          387           670          1,477

(1)   The Example reflects the expense limitation agreements/waivers for the
      one-year and the first year of the three-, five-, and ten-year periods.

                                       23

OTHER CONSIDERATIONS

All mutual funds involve risk - some more than others - and there is always the
chance that you could lose money or not earn as much as you hope. A Fund's risk
profile is largely a factor of the principal securities in which it invests and
investment techniques that it uses. The following pages discuss the risks
associated with certain of the types of securities in which the Funds may
invest and certain of the investment practices that the Funds may use. For more
information about these and other types of securities and investment techniques
that may be used by the Funds, see the SAI.

Many of the investment techniques and strategies discussed in this Prospectus
and in the SAI are discretionary which means that the Adviser or Sub-Adviser
can decide whether to use them or not. The Funds may invest in these securities
or use these techniques as part of the Funds' principal investment strategies.
However, the Adviser or Sub-Adviser may also use these investment techniques or
make investments in securities that are not a part of the Fund's principal
investment strategies.

PRINCIPAL RISKS

The principal risks of investing in each Fund are discussed in the sections
describing each Fund, above, and are discussed further below. While this
section is intended to highlight the principal risks of investing in each Fund,
a Fund that is not identified below may nonetheless engage in the investment
strategies discussed in this section as part of its non-principal investment
strategy. When engaging in such a non-principal strategy, a Fund is subject to
the risk associated with that investment. Investors should see the SAI for more
information about the principal and other investment strategies employed by
each Fund.

CONCENTRATION (GLOBAL REAL ESTATE FUND, INDEX PLUS INTERNATIONAL EQUITY FUND,
REAL ESTATE FUND AND FINANCIAL SERVICES FUND). Each Fund concentrates (for
purposes of the 1940 Act) its assets in securities related to a particular
industry which means that at least 25% of its assets will be invested in that
particular industry at all times. As a result, each Fund may be subject to
greater market fluctuation than a fund which has securities representing a
broader range of investment alternatives.

CONVERTIBLE SECURITIES (GLOBAL EQUITY DIVIDEND FUND, INDEX PLUS INTERNATIONAL
EQUITY FUND AND FINANCIAL SERVICES FUND). The price of a convertible security
will normally fluctuate in some proportion to changes in the price of the
underlying equity security and as such, is subject to risks relating to the
activities of the issuer and general market and economic conditions. The income
component of convertible securities causes fluctuations based upon changes in
interest rates and the credit quality of the issuer. Convertible securities are
often lower rated securities. A Fund may be required to redeem or convert a
convertible security before the holder would otherwise choose.

CORPORATE DEBT SECURITIES (INTERMEDIATE BOND FUND AND FINANCIAL SERVICES
FUND). Corporate debt securities are subject to the risk of the issuer's
inability to meet principal and interest payments on the obligation and may
also be subject to price volatility due to such factors as interest rate
sensitivity, market perception of the credit-worthiness of the issuer and
general market liquidity. When interest rates decline, the value of a Fund's
debt securities can be expected to rise and when interest rates rise, the value
of those securities can be expected to decline. Debt securities with longer
maturities tend to be more sensitive to interest rate movements than those with
shorter maturities.

One measure of risk for fixed-income securities is duration. Duration is one of
the tools used by a portfolio manager in selection of fixed-income securities.
Historically, the maturity of a bond was used as a proxy for the sensitivity of
a bond's price to changes in interest rates, otherwise known as a bond's
"interest rate risk" or "volatility". According to this measure, the longer the
maturity of a bond, the more its price will change for a given change in market
interest rates. However, this method ignores the amount and timing of all cash
flows from the bond prior to final maturity. Duration is a measure of average
life of a bond on a present value basis, which was developed to incorporate a
bond's yield, coupons, final maturity and call features into one measure. For
point of reference, the duration of a noncallable 7% coupon bond with a
remaining maturity of 5 years is approximately 4.5 years, and the duration of a
noncallable 7% coupon bond with a remaining maturity of 10 years is
approximately 8 years. Material changes in interest rates may impact the
duration calculation.

DERIVATIVES (INDEX PLUS INTERNATIONAL EQUITY FUND AND INTERMEDIATE BOND
FUND). Generally, derivatives can be characterized as financial instruments
whose performance is derived, at least in part, from the performance of an
underlying asset or assets. Some derivatives are sophisticated instruments that
typically involve a small investment of cash relative to the magnitude of risks
assumed. These may include swap agreements, options, forwards and futures.
Derivative securities are subject to market risk which could be significant for
those that have a leveraging effect. Derivatives are also subject to credit
risks related to the counterparty's ability to perform and any deterioration in
the counterparty's creditworthiness could adversely affect the instrument. In
addition, derivatives and their underlying securities may experience periods of
illiquidity which could cause a Fund to hold a security it might otherwise sell
or could force the sale of a security at inopportune times or for prices that
do not reflect current market value. A risk of using derivatives is that the
Adviser or a Sub-Adviser might imperfectly judge the market's direction. For
instance, if a derivative is used as a hedge to offset

                                       24

investment risk in another security, the hedge might not correlate to the
market's movements and may have unexpected or undesired results such as a loss
or a reduction in gains.

EMERGING MARKETS INVESTMENTS (GLOBAL EQUITY DIVIDEND FUND AND GLOBAL REAL
ESTATE FUND). Because of less developed markets and economies and, in some
countries, less mature governments and governmental institutions, the risks of
investing in foreign securities can be intensified in the case of investments
in issuers domiciled or doing substantial business in countries with an
emerging securities market. These risks include: high concentration of market
capitalization and trading volume in a small number of issuers representing a
limited number of industries, as well as a high concentration of investors and
financial intermediaries; political and social uncertainties; over-dependence
on exports, especially with respect to primary commodities, making these
economies vulnerable to changes in commodity prices; overburdened
infrastructure and obsolete or unseasoned financial systems; environmental
problems; less developed legal systems; and less reliable custodial services
and settlement practices.

FOREIGN SECURITIES (GLOBAL EQUITY DIVIDEND FUND, GLOBAL REAL ESTATE FUND, INDEX
PLUS INTERNATIONAL EQUITY FUND AND INTERMEDIATE BOND FUND). There are certain
risks in owning foreign securities, including those resulting from:
fluctuations in currency exchange rates; devaluation of currencies; political
or economic developments and the possible imposition of currency exchange
blockages or other foreign governmental laws or restrictions; reduced
availability of public information concerning issuers; accounting, auditing and
financial reporting standards or other regulatory practices and requirements
that are not uniform when compared to those applicable to domestic companies;
settlement and clearance procedures in some countries that may not be reliable
and can result in delays in settlement; higher transaction and custody expenses
than for domestic securities; and limitations on foreign ownership of equity
securities. Also, securities of many foreign companies may be less liquid and
the prices more volatile than those of domestic companies. With certain foreign
countries, there is the possibility of expropriation, nationalization,
confiscatory taxation and limitations on the use or removal of assets of a
Funds, including the withholding of dividends.

Each Fund may enter into foreign currency transactions either on a spot or cash
basis at prevailing rates or through forward foreign currency exchange
contracts in order to have the necessary currencies to settle transactions, to
help protect Fund assets against adverse changes in foreign currency exchange
rates, or to provide exposure to a foreign currency. Foreign currency exchange
rates may fluctuate significantly over short periods of time. Foreign currency
transactions could limit potential gains that might result from a relative
increase in the value of such currencies, and might, in certain cases, result
in losses to a Fund.

The risks of investing in foreign securities may be greater for countries with
an emerging securities market.

HIGH-YIELD, LOWER-GRADE DEBT SECURITIES (INTERMEDIATE BOND FUND AND FINANCIAL
SERVICES FUND). Investments in high-yield debt securities generally provide
greater income and increased opportunity for capital appreciation than
investments in higher quality debt securities, but they also typically entail
greater potential price volatility and principal and income risk. High-yield
debt securities are not considered investment grade, and are regarded as
predominantly speculative with respect to the issuing company's continuing
ability to meet principal and interest payments. The prices of high-yield debt
securities have been found to be less sensitive to interest rate changes than
higher-rated investments, but more sensitive to adverse economic downturns or
individual corporate developments. High-yield debt securities structured as
zero coupon or pay-in-kind securities tend to be more volatile. The secondary
market in which high-yield debt securities are traded is generally less liquid
than the market for higher grade bonds. At times of less liquidity, it may be
more difficult to value high-yield debt securities.

INABILITY TO SELL SECURITIES (ALL FUNDS). Certain securities generally trade in
lower volume and may be less liquid than securities of large established
companies. These less liquid securities could include securities of small and
mid-size U.S. companies, high-yield securities, convertible securities, unrated
debt and convertible securities, securities that originate from small
offerings, and foreign securities, particularly those from companies in
countries with an emerging securities market. A Fund could lose money if it
cannot sell a security at the time and price that would be most beneficial to
the Fund.

INITIAL PUBLIC OFFERINGS ("IPO'S") (FINANCIAL SERVICES FUND AND REAL ESTATE
FUND). IPOs and offerings by companies that have recently gone public have the
potential to produce substantial gains for a Fund. However, there is no
assurance that a Fund will have access to profitable IPOs. Stocks of some
newly-public companies may decline shortly after the initial public offerings.

MORTGAGE-RELATED SECURITIES (INTERMEDIATE BOND FUND). Although mortgage loans
underlying a mortgage-backed security may have maturities of up to 30 years,
the actual average life of a mortgage-backed security typically will be
substantially less because the mortgages will be subject to normal principal
amortization, and may be prepaid prior to maturity. Like other fixed-income
securities, when interest rates rise, the value of a mortgage-backed security
generally will decline; however, when interest rates are declining, the value
of mortgage-backed securities with prepayment features may not increase as much
as other fixed-income securities. The rate of prepayments on underlying
mortgages will affect the price and volatility of a mortgage-related security,
and may have the effect of shortening or extending

                                       25

the effective maturity of the security beyond what was anticipated at the time
of the purchase. Unanticipated rates of prepayment on underlying mortgages can
be expected to increase the volatility of such securities. In addition, the
value of these securities may fluctuate in response to the market's perception
of the creditworthiness of the issuers of mortgage-related securities owned by
a Fund. Additionally, although mortgages and mortgage-related securities are
generally supported by some form of government or private guarantee and/or
insurance, there is no assurance that private guarantors or insurers will be
able to meet their obligations, and thus, are subject to risk of default.

NON-DIVERSIFIED INVESTMENT COMPANY (GLOBAL REAL ESTATE FUND AND REAL ESTATE
FUND). A Funds is classified as non-diversified investment companies under the
1940 Act, which means that each Fund is not limited by the 1940 Act in the
proportion of its assets that it may invest in the obligations of a single
issuer. Declines in the value of that single company can significantly impact
the value of a Fund. The investment of a large percentage of a Fund's assets in
the securities of a small number of issuers may cause a Fund's share price to
fluctuate more than that of a diversified investment company. Conversely, even
though classified as non-diversified, a Fund may actually maintain a portfolio
that is diversified with a large number of issuers. In such an event, a Fund
would benefit less from appreciation in a single corporate issuer than if it
had greater exposure to that issuer.

OTHER INVESTMENT COMPANIES (GLOBAL EQUITY DIVIDEND FUND, GLOBAL REAL ESTATE
FUND, INDEX PLUS INTERNATIONAL EQUITY FUND, INTERMEDIATE BOND FUND AND
FINANCIAL SERVICES FUND). Each Fund may invest in other investment companies to
the extent permitted by the 1940 Act and the rules thereunder. These may
include exchange-traded funds ("ETFs") and Holding Company Depositary Receipts
("HOLDRs"), among others. ETFs are exchange-traded investment companies that
are designed to provide investment results corresponding to an equity index and
include, among others, Standard & Poor's Depository Receipts ("SPDRs"),
PowerShares QQQTM("QQQQ"), Dow Jones Industrial Average Tracking Stocks
("Diamonds") and iShares exchange-traded funds ("iShares"). The main risk of
investing in other investment companies (including ETFs) is that the value of
the underlying securities held by the investment company might decrease. The
value of the underlying securities can fluctuate in response to activities of
individual companies or in response to general market and/or economic
conditions. Because the Fund may invest in other investment companies, you will
pay a proportionate share of the expenses of that other investment company
(including management fees, administration fees and custodial fees.) Additional
risks of investments in ETFs include: (i) an active trading market for an ETF's
shares may not develop or be maintained or (ii) trading may be halted if the
listing exchange's officials deem such action appropriate, the shares are
delisted from the exchange, or the activation of market-wide "circuit breakers"
(which are tied to large decreases in stock prices) halts trading generally.
Because HOLDRs concentrate in the stocks of a particular industry, trends in
that industry may have a dramatic impact on their value.

To seek to achieve a return on uninvested cash or for other reasons, a Fund may
invest its assets in ING Institutional Prime Money Market Fund and/or one or
more other money market funds advised by ING affiliates ("ING Money Market
Funds"). A Fund's purchase of shares of an ING Money Market Fund will result in
the Fund paying a proportionate share of the expenses of the ING Money Market
Fund. A Fund's Adviser will waive its fee in an amount equal to the advisory
fee received by the adviser of the ING Money Market Fund in which the Fund
invests resulting from the Fund's investment into the ING Money Market Fund.

REAL ESTATE SECURITIES (INTERMEDIATE BOND FUND, GLOBAL REAL ESTATE FUND AND
REAL ESTATE FUND). Investments in issuers that are primarily engaged in real
estate, including real estate investment trusts ("REITs"), may subject a Fund
to risks similar to those associated with the direct ownership of real estate
(in addition to securities market risks). These companies are sensitive to
factors such as changes in real estate values and property taxes, interest
rates, cash flow of underlying real estate assets, supply and demand, and the
management skill and creditworthiness of the issuer. REITs may also be affected
by tax and regulatory requirements.

RESTRICTED AND ILLIQUID SECURITIES (INTERMEDIATE BOND FUND AND FINANCIAL
SERVICES FUND). If a security is illiquid, the Fund might be unable to sell the
security at a time when the Adviser or Sub-Adviser might wish to sell, and the
security could have the effect of decreasing the overall level of a Fund's
liquidity. Further, the lack of an established secondary market may make it
more difficult to value illiquid securities, which could vary from the amount a
Fund could realize upon disposition. Restricted securities, i.e., securities
subject to legal or contractual restrictions on resale, may be illiquid.
However, some restricted securities may be treated as liquid, although they may
be less liquid than registered securities traded on established secondary
markets.

SMALL- AND MID-CAPITALIZATION COMPANIES (FINANCIAL SERVICES FUND, INDEX PLUS
INTERNATIONAL EQUITY FUND AND REAL ESTATE FUND). Investments in small- and
mid-capitalization companies involve greater risk than is customarily
associated with larger, more established companies due to the greater business
risks of small size, limited markets and financial resources, narrow product
lines and the frequent lack of depth of management. The securities of smaller
companies are often traded over-the-counter and may not be traded in volumes
typical on a national securities exchange. Consequently, the securities of
smaller companies may have limited market stability and may be subject to

                                       26

more abrupt or erratic market movements than securities of larger, more
established companies or the market averages in general.

U.S. GOVERNMENT SECURITIES AND OBLIGATIONS (INTERMEDIATE BOND
FUND). Obligations issued by some U.S. government agencies, authorities,
instrumentalities or sponsored enterprises, such as the Government National
Mortgage Association, are backed by the full faith and credit of the U.S.
Treasury, while obligations issued by others, such as Federal National Mortgage
Association, Federal Home Loan Mortgage Corporation and Federal Home Loan
Banks, are backed solely by the entity's own resources or by the ability of the
entity to borrow from the U.S. Treasury. No assurance can be given that the
U.S. government will provide financial support to U.S. government agencies,
authorities, instrumentalities or sponsored enterprises if it is not obliged to
do so by law.

LENDING PORTFOLIO SECURITIES (INDEX PLUS INTERNATIONAL EQUITY FUND,
INTERMEDIATE BOND FUND, GLOBAL EQUITY DIVIDEND FUND, GLOBAL REAL ESTATE FUND
AND REAL ESTATE FUND). In order to generate additional income, certain Funds
may lend portfolio securities in an amount up to 33 1/3%, depending upon the
Fund, of total Fund assets to broker-dealers, major banks, or other recognized
domestic institutional borrowers of securities. When a Fund lends its
securities, it is responsible for investing the cash collateral it receives
from the borrower of the securities, and a Fund could incur losses in
connection with the investment of such cash collateral. As with other
extensions of credit, there are risks of delay in recovery or even loss of
rights in the collateral should the borrower default or fail financially.

PORTFOLIO TURNOVER (INDEX PLUS INTERNATIONAL EQUITY FUND AND INTERMEDIATE BOND
FUND). Each Fund is generally expected to engage in frequent and active trading
of portfolio securities to achieve its investment objective. A high portfolio
turnover rate involves greater expenses to a Fund, including brokerage
commissions and other transaction costs, which may have an adverse effect on
the performance of a Fund, and is likely to generate more taxable short-term
gains for shareholders.

OTHER RISKS

BORROWING. Borrowing may exaggerate the affect of any increase or decrease in
the value of securities or the NAV of a Fund and money borrowed will be subject
to interest costs. Interest costs on borrowings may fluctuate with changing
market rates of interest and may partially offset or exceed the return earned
on borrowed funds. Under adverse market conditions, a Fund might have to sell
portfolio securities to meet interest or principal payments at a time when
fundamental investment considerations would not favor such sales.

INDEX STRATEGY. A Fund may use an indexing strategy that does not attempt to
manage market volatility, use defensive strategies or reduce the effects of any
long-term periods of poor stock performance. The correlation between a Fund and
index performance may be affected by a Fund's expenses, and the timing of
purchases and redemptions of a Fund's shares.

INTERESTS IN LOANS. A Fund may invest in participation interests or assignments
in secured variable or floating rate loans, which include participation
interests in lease financings. Loans are subject to the credit risk of
nonpayment of principal or interest. Substantial increases in interest rates
may cause an increase in loan defaults. Although the loans will generally be
fully collateralized at the time of acquisition, the collateral may decline in
value, be relatively illiquid, or lose all or substantially all of its value
subsequent to a Fund's investment. Many loans are relatively illiquid, and may
be difficult to value.

INVESTMENT BY FUNDS-OF-FUNDS. A Fund's shares may be purchased by other
investment companies, including through fund-of-funds arrangements within the
ING Funds family. In some cases, a Fund may serve as a primary or significant
investment vehicle for a fund-of-funds. From time to time, a Fund may
experience large inflows or redemptions due to allocations or rebalancings by
these funds-of funds. While it is impossible to predict the overall impact of
these transactions over time, there could be adverse effects on portfolio
management. For example, a Fund may be required to sell securities or invest
cash at times when it would not otherwise do so. These transactions could also
increase transaction costs or portfolio turnover. The Adviser or portfolio
manager will monitor transactions by the funds-of funds and will attempt to
minimize any adverse effects on the Portfolio and funds-of-funds as a result of
these transactions. So long as a Fund accepts investments by other investment
companies, it will not purchase securities of other investment companies,
except to the extent permitted by the 1940 Act or under the terms of an
exemptive order granted by the SEC.

MANAGEMENT. Each Fund is subject to management risk because it is an actively
managed investment portfolio. The Adviser, the Sub-Adviser or each individual
portfolio manager will apply investment techniques and risk analyses in making
investment decisions for the Funds but there can be no guarantee that these
will produce the desired results.

Many sub-advisers of equity funds employ styles that are characterized as
"value" or "growth." However, these terms can have different application by
different managers. One sub-adviser's value approach may be different from
another, and one sub-adviser's growth approach may be different from another.
For example, some value managers employ a style in which they seek to identify
companies that they believe are valued at a more substantial or "deeper
discount" to a company's net worth than

                                       27

other value managers. Therefore, some funds that are characterized as growth or
value can have greater volatility than other funds managed by other managers in
a growth or value style.

PAIRING-OFF TRANSACTIONS. A pairing-off transaction occurs when a Fund commits
to purchase a security at a future date and then the Fund pairs-off the
purchase with a sale of the same security prior to or on the original
settlement date. Whether a pairing-off transaction on a debt security produces
a gain depends on the movement of interest rates. If interest rates increase,
then the money received upon the sale of the same security will be less than
the anticipated amount needed at the time the commitment to purchase the
security at the future date was entered and a Fund will experience a loss.

REPURCHASE AGREEMENT. Repurchase agreements involve the purchase by a Fund of a
security that the seller has agreed to repurchase at an agreed-upon date and
price. If the seller defaults and the collateral value declines, a Fund might
incur a loss. If the seller declares bankruptcy, a Fund may not be able to sell
the collateral at the desired time.

REVERSE REPURCHASE AGREEMENTS AND DOLLAR ROLLS. A reverse repurchase agreement
or dollar roll involves the sale of a security with an agreement to repurchase
the same or substantially similar securities at an agreed upon price and date.
Whether such a transaction produces a gain for a Fund depends upon the costs of
the agreements and the income and gains of the securities purchased with the
proceeds received from the sale of the security. If the income and gains on the
securities purchased fail to exceed the costs, a Fund's NAV will decline faster
than otherwise would be the case. Reverse repurchase agreements and dollar
rolls, as leveraging techniques, may increase a Fund's yield. However, such
transactions also increase a Fund's risk to capital and may result in a
shareholder's loss of principal.

SHORT SALES. A short sale is the sale by a Fund of a security which has been
borrowed from a third party on the expectation that the market price will drop.
If the price of the security rises, a Fund may have to cover its short position
at a higher price than the short sale price, resulting in a loss.

TEMPORARY DEFENSIVE STRATEGIES. When the Adviser or Sub-Adviser to a Fund
anticipates unusual market or other conditions, the Fund may temporarily depart
from its principal investment strategies as a defensive measure. To the extent
that a Fund invests defensively, it may not achieve its investment objective.

PERCENTAGE AND RATING LIMITATIONS. Unless otherwise stated, the percentage and
rating limitations in this Prospectus apply at the time of investment.

                                       28

MANAGEMENT OF THE FUNDS

ING INVESTMENTS, LLC ("ING INVESTMENTS" OR "ADVISER"), an Arizona limited
liability company, serves as the investment adviser to each of the Funds. ING
Investments has overall responsibility for the management of the Funds. ING
Investments provides or oversees all investment advisory and portfolio
management services for the Funds.

ING Investments is registered with the SEC as an investment adviser. ING
Investments is an indirect, wholly-owned subsidiary of ING Groep N.V. ("ING
Groep") (NYSE: ING). ING Groep is one of the largest financial services
organizations in the world with approximately 120,000 employees. Based in
Amsterdam, ING Groep offers an array of banking, insurance and asset management
services to both individual and institutional investors. ING Investments became
an investment management firm in April, 1995.

As of September 30, 2007, ING Investments managed approximately $54 billion in
assets.

The principal address of ING Investments is 7337 East Doubletree Ranch Road,
Scottsdale, Arizona 85258.

ING Investments receives a monthly fee for its services based on the average
daily net assets of each of the Funds.

The following table shows the aggregate annual management fees paid by Index
Plus International Equity Fund, Intermediate Bond Fund, Real Estate Fund and
Financial Services Fund for the most recent fiscal year and to be paid by
Global Equity Dividend and Global Real Estate Fund for the current fiscal year
as a percentage of each Fund's average daily net assets:

                                           MANAGEMENT
FUND                                          FEES
 Intermediate Bond Fund                          0.17%
 Global Equity Dividend Fund                     0.70%
 Global Real Estate Fund                         0.74%
 Index Plus International Equity Fund            0.55%
 Real Estate Fund                                0.70%
 Financial Services Fund                         0.75%

For information regarding the basis for the Board's approval of the investment
advisory and investment sub-advisory relationships, for Intermediate Bond Fund,
please refer to the annual shareholder report dated March 31, 2007; for Global
Equity Dividend Fund, Global Real Estate Fund and Index Plus International
Equity Fund, please refer to the semi-annual shareholder report that will be
dated April 30, 2008; for information regarding basis of the Board's approval
of the investment advisory and investment sub-advisory contracts for Real
Estate Fund and Financial Services Fund, please refer to the Funds' semi-annual
shareholder report dated November 30, 2007.
SUB-ADVISERS

ING Investments has engaged one or more sub-advisers to provide the day-to-day
management of each Fund's portfolio. Some of these sub-advisers are affiliates
of ING Investments, and some are independent.

ING Investments acts as a "manager-of-managers" for Index Plus International
Equity Fund (collectively, "Manager-of-Managers Funds"). ING Investments
delegates to the sub-adviser of the Manager of Managers Funds the
responsibility for investment management, subject to ING Investment's
oversight. ING Investments is responsible for monitoring the investment program
and performance of the sub-adviser of the Manager of Managers Funds.

From time to time, ING Investments may also recommend the appointment of
additional sub-advisers or replacement of non-affiliated sub-advisers to
Manager of Managers Funds' Board. It is not expected that ING Investments would
normally recommend replacement of affiliated sub-advisers as part of its
oversight responsiblities. ING Investments and the Manager of Managers Funds
have received exemptive relief from the SEC to permit ING Investments, with the
approval of Manager of Managers Funds' Board, to appoint an additional
non-affiliated sub-adviser or replace a non-affiliated sub-adviser as well as
change the terms of a contract with a non-affiliated sub-adviser, without
shareholder approval. The Manager of Managers Funds will notify shareholders of
any change in the identity of a sub-adviser of theManager of Managers Funds. In
this event, the name of the Manager of Managers Funds and its principal
investment strategies may also change.

Under the terms of the sub-advisory agreement, the agreement can be terminated
by either ING Investments or the Fund's Board. In the event the sub-advisory
agreement is terminated, the sub-adviser may be replaced subject to any
regulatory requirements or ING Investments may assume day-to-day investment
management of the Fund.

ING INTERMEDIATE BOND FUND AND FINANCIAL SERVICES FUND

ING INVESTMENT MANAGEMENT CO.

ING Investment Management Co. ("ING IM" or "Sub-Adviser"), a Connecticut
corporation, serves as the Sub-Adviser to Intermediate Bond Fund and Financial
Services Fund. ING IM is responsible for managing the assets of each Fund in
accordance with the Fund's investment objective and policies, subject to
oversight by ING Investments and the Funds' Board.

                                       29

Founded in 1972, ING IM is registered with the SEC as an investment adviser.
ING IM is an indirect, wholly-owned subsidiary of ING Groep and is an affiliate
of ING Investments. ING IM has acted as adviser or sub-adviser to mutual funds
since 1994 and has managed institutional accounts since 1972.

As of June 30, 2007, ING IM managed approximately $71.4 billion in assets.

The principal office of ING IM is 230 Park Avenue, New York, New York 10169.

INTERMEDIATE BOND FUND

The following individual is responsible for the day-to-day management of
Intermediate Bond Fund:

James B. Kauffmann, Portfolio Manager, has managed the Fund since December
1998. Mr. Kauffmann joined ING IM in 1996 and has over 19 years of investment
experience. Prior to joining ING IM, he was a senior fixed income portfolio
manager with Alfa Investments Inc., worked in the capital markets group of a
major Wall Street dealer and served as an analyst with a venture capital fund.

FINANCIAL SERVICES FUND

The following individuals jointly share responsibility for the day-to-day
management of ING Financial Services Fund:

The Fund has been managed by Robert M. Kloss, Portfolio Manager, and Steven L.
Rayner, Portfolio Manager, since January 2001. Formerly, Mr. Kloss served as an
Equity Analyst and Portfolio Manager since 1998. Mr. Rayner had previously
served as the primary analyst for the Fund from 1995 to 2001.

GLOBAL EQUITY DIVIDEND FUND AND INDEX PLUS INTERNATIONAL EQUITY FUND

ING INVESTMENT MANAGEMENT ADVISORS B.V.

ING Investment Management Advisors B.V. ("IIMA" or "Sub-Adviser") serves as
Sub-Adviser to Global Equity Dividend Fund and Index Plus International Equity
Fund. IIMA is a Netherlands corporation organized in 1896 and became an
investment advisory company in 1991. It currently has its principal offices at
Prinses Beatrixlaan 15, 2595 AK The Hague, the Netherlands. IIMA is registered
with the SEC as an investment adviser. IIMA is a company organized to manage
investments and provide investment advice to entities affiliates in Canada and
United States. IIMA is an indirect, wholly-owned subsidiary of ING Groep and is
an affiliate of ING Investments. As of December 31, 2007, IIMA managed
approximately $4.9 billion in assets. IIMA operates under the collective
management of ING Investment Management Europe ("IIM Europe") which had assets
under management of approximately $225 billion as of December 31, 2007.

GLOBAL EQUITY DIVIDEND FUND

The following individuals share responsibility for the day-to-day management of
Global Equity Dividend Fund:

Nicolas Simar, head of Value/High Dividend, is responsible for the High
Dividend strategies and has co-managed the Fund since January 2006. He is
responsible for stock selection. Mr. Simar started his career at the Banque
Bruxelles Lambert in 1996 (now part of ING) as an Investment Manager of Fixed
Income and moved three years later to the Equity team to manage the Euro High
Dividend strategy. Mr. Simar has eleven years of investment experience.

Moudy El Khodr, Senior Investment Manager Equities, is responsible for the
management of the global and U.S. high dividend strategies and has co-managed
the Fund since January 2006. Mr. Khodr has been in charge of the globally
investing EUR 3.1 bn large Star fund since he joined IIMA, in March 2001. Mr.
Khodr is the portfolio manager responsible for implementing the daily
investment decisions, including placing trade orders. Prior to joining IIMA, he
was an equity fund manager at Banque G-n-rale du Luxembourg (BGL). Mr. Khodr
started his career at the Belgian stock exchange (now Euronext Brussels) in the
study & statistical department. He has nine years of investment experience and
is a European Certified Financial Analyst.

Kris Hermie, CFA, Senior Investment Manager, joined the Value team in January
2007 and has co-managed the Fund since June 2007. Prior to joining IIMA, he
worked at Dexia Asset Management where he managed value-based portfolios for
pension funds and insurance companies. Mr. Hermie began his career in 1998 at
Bank Corluy where he worked initially as an analyst and progressed to the role
of Fund Manager, managing regional Belgian funds and the Global Technology
Fund.

ING INDEX PLUS INTERNATIONAL EQUITY FUND

The following individuals are jointly responsible for the day-to-day management
of ING Index Plus International Equity Fund:

Carl Ghielen, Portfolio Manager, is co-manager of the Fund and has co-managed
the Fund since 2005. He is responsible for stock selection, as well as
coordinating efforts on behalf of IIMA and certain ING affiliates'
international equity teams. Mr. Ghielen is the portfolio manager responsible
for implementing the daily investment decisions, including placing trade
orders. Mr. Ghielen has over 16 years of investment experience. Prior to
joining IIMA in 2000, he worked for a large corporate Dutch pension fund as
senior portfolio manager.

                                       30

Martin Jansen, Portfolio Manager, is co-manager of the Fund and has co-managed
the Fund since 2005. He is responsible for stock selection. Mr. Jansen joined
IIMA or its affiliates in 1997 as senior manager and has over 27 years of
investment experience. Prior to joining IIMA, Mr. Jansen was responsible for
the U.S. equity and venture capital portfolios at a large corporate Dutch
pension fund.

GLOBAL REAL ESTATE FUND AND REAL ESTATE FUND

ING CLARION REAL ESTATE SECURITIES L.P.

Founded in 1969, ING Clarion Real Estate Securities L.P., ("ING CRES" or
"Sub-Adviser") serves as the Sub-Adviser to Global Real Estate Fund and Real
Estate Fund. ING CRES, a Delaware limited partnership, is registered with the
SEC as an investment adviser. ING CRES is an indirect, wholly-owned subsidiary
of ING Groep and is an affiliate of ING Investments. The principal address of
ING CRES is 201 King of Prussia Road, Suite 600, Radnor, PA 19087. ING CRES is
in the business of providing investment advice to institutional and individual
client accounts which, as of December 31, 2007, were valued at approximately
$17.7 billion.

The following individuals jointly share responsibility for the day-to-day
management of Global Real Estate Fund:

T. Ritson Ferguson, Chief Investment Officer ("CIO") and Portfolio Manager, has
21 years of real estate investment experience. Mr. Ferguson has managed the
Fund's portfolio since November 2001. Mr. Ferguson has served as Co-CIO and
more recently CIO of ING CRES since 1991.

Steven D. Burton, Managing Director and Portfolio Manager is a member of ING
CRES' Investment Committee. Mr. Burton has managed the Fund's portfolio since
November 2001. He is also responsible for evaluating the investment potential
of public real estate companies outside of the U.S. Mr. Burton joined ING CRES
in 1995.

Joseph P. Smith, Managing Director, and Portfolio Manager, is a member of the
Investment Policy Committee and has managed the Fund since February 2007. Mr.
Smith joined ING Clarion in 1997 and has 13 years of real estate investment
experience.

The following individuals jointly share responsibility for the day-to-day
management of Real Estate Fund:

T. Ritson Ferguson, Chief Investment Officer ("CIO") and Portfolio Manager, has
21 years of real estate investment experience. Mr. Ferguson has managed the
Fund's portfolio since November 2001. Mr. Ferguson has served as Co-CIO and
more recently CIO of ING CRES since 1991.

Joseph P. Smith, Managing Director, and Portfolio Manager, is a member of the
Investment Policy Committee and has managed the Fund since February 2007. Mr.
Smith joined ING Clarion in 1997 and has 13 years of real estate investment
experience.

ADDITIONAL INFORMATION REGARDING PORTFOLIO MANAGERS

The SAI provides additional information about each portfolio manager's
compensation, other accounts managed by each portfolio manager and each
portfolio manager's ownership of securities in the Funds.

                                       31

INVESTING IN THE FUNDS

OPENING AN ACCOUNT AND ELIGIBILITY FOR CLASS O SHARES

HOW TO OPEN AN ACCOUNT If you wish to invest in a Fund, you must already be an
existing customer of ING DIRECT (ING Bank, fsb) with an Orange Savings Account.
You may then either apply online at www.ingdirect.com, or alternatively you may
mail a completed and signed application to:

ING DIRECT SECURITIES, INC.
P.O. Box 15647
Wilmington, DE 19885-5647

If you enclose a check, please ensure that it comes from your linked external
checking account, unless the account is a rollover of an IRA or other
retirement account, in which case, a check from the previous institution will
suffice. If you are unable to invest at least $1,000 per Fund ($250 for IRA
accounts) to start, you may open your account for as little as $100 and
$75/month for a regular account or $50 and $25/month for an IRA account using
the Automatic Investment Plan ("AIP"). An AIP will allow you to invest regular
amounts at regular intervals.

CLASS O ELIGIBILITY

Class O shares are offered to:

o  Customers purchasing shares through ING DIRECT Securities, Inc.

o  Members of such other groups as may be approved by the Board from time to
   time.

                                       32

HOW TO BUY SHARES

                               TO OPEN AN ACCOUNT                     TO PURCHASE ADDITIONAL SHARES

    _______________________   ____________________________________   ______________________________________________
     BY MAIL                   Complete and sign your                 Fill out the investment stub from your
                              application, make your check           confirmation statement or send a letter
                              payable to ING DIRECT Fund             indicating your name, account number(s),
                              and mail to:                           the Fund(s) in which you wish to invest and
                                                                     the amount you want to invest in each Fund.
                              ING DIRECT SECURITIES, INC.
                              P.O. Box 15647                         Make your check payable to ING DIRECT
                              Wilmington, DE 19885-5647              Fund and mail to:
                                                                     ING DIRECT SECURITIES, INC.
                                                                     P.O. Box 15647
                              Your check must be drawn on a          Wilmington, DE 19885-5647
                              bank located within the United
                              States and payable in U.S. dollars.
                              Cash, credit cards and third party     Your check must be drawn on a bank
                              checks cannot be used to open an       located within the United States payable in
                              account.                               U.S. dollars.

    _______________________   ____________________________________   ______________________________________________
     BY OVERNIGHT COURIER      Follow the instructions above for      Follow the instructions above for "By Mail"
                              "By Mail" but send your                but send your check and investment stub or
                              completed application and check        letter to:
                              to:
                                                                     ING DIRECT Securities, Inc.
                              ING DIRECT Securities, Inc.            1 South Orange Street
                              1 South Orange Street                  Wilmington, DE 19801
                              Wilmington, DE 19801

    _______________________   ____________________________________   ______________________________________________
     ONLINE                    Complete your application online       Log into your account at www.ingdirect.com
                              at www.ingdirect.com                   and click the "Buy" button.

                                       33

                              TO OPEN AN ACCOUNT                     TO PURCHASE ADDITIONAL SHARES

    ______________________   ____________________________________   _________________________________________________
     BY ELECTRONIC FUNDS      Follow the instructions above for      You may also purchase additional shares by
    TRANSFER                 "By Mail" but rather than send a       Electronic Funds Transfer by calling
                             check, be sure to complete section     1-866-BUY-FUND (866-289-3863).
                             4 of the application.

    ______________________   ____________________________________   _________________________________________________
     BY EXCHANGE                                                     Submit a written request to the address listed
                                                                    above under "By Mail." Include:
                                                                    o Your name and account number
                                                                    o The name of the Fund into and out of
                                                                    which you wish to exchange.
                                                                    o The amount to be exchanged and the
                                                                    signatures of all shareholders.
                                                                    You may also exchange your shares by
                                                                    calling 1-866-BUY-FUND (866-289-3863).
                                                                    Please be prepared to provide:
                                                                    o The Fund's name.
                                                                    o Your account number(s).
                                                                    o Your Social Security number or taxpayer
                                                                    identification number.
                                                                    o Your address.
                                                                    o The amount to be exchanged.
                                                                    Additionally, you may log into your account
                                                                    at www.ingdirect.com and click the
                                                                    "Exchange" button.

                                       34

HOW TO SELL SHARES

To redeem all or a portion of the shares in your account, you should submit a
redemption request as described below.

Redemption requests may be made in writing, online, or, in amounts up to
$100,000, by telephone. A medallion signature guarantee is required if the
amount of the redemption request is over $100,000. A medallion signature
guarantee may be obtained from a domestic bank or trust company, broker,
dealer, clearing agency, savings association, or other financial institution,
which participates in a medallion program recognized by the Securities Transfer
Association. Signature guarantees from financial institutions which are not
participating in such a medallion program will not be accepted. Please note
that a notary public cannot provide signature guarantees.

Once your redemption request is received in good order as described below, a
Fund normally will send the proceeds of such redemption within one or two
business days. However, if making immediate payment could adversely affect a
Fund, the Fund may defer distribution for up to seven days or a longer period
if permitted. If you redeem shares of a Fund shortly after purchasing them, the
Fund will hold payment of redemption proceeds until a purchase check or
systematic investment clears, which may take up to 12 calendar days. A
redemption request made within 15 calendar days after submission of a change of
address is permitted only if the request is in writing and is accompanied by a
medallion signature guarantee.

The Funds normally intend to pay in cash for all shares redeemed, but under
abnormal conditions that make payments in cash unwise, the Funds may make
payments wholly or partly in securities at their then current market value
equal to the redemption price. In such case, the Funds could elect to make
payment in securities for redemptions in excess of $250,000 or 1.00% of their
net assets during any 90-day period for any one shareholder. An investor may
incur brokerage costs in converting such securities to cash.

    REDEMPTIONS BY MAIL       You may redeem shares you own in any Fund by sending written instructions to:
                            ING DIRECT SECURITIES, INC.
                            P.O. Box 15647
                            Wilmington, DE 19885-5647
                            Your instructions should identify:
                            o The Fund's name.
                            o The number of shares or dollar amount to be redeemed.
                            o Your name and account number.
                            Your instructions must be signed by all person(s) required to sign for the Fund
                            account, exactly as the shares are registered, and, if necessary, accompanied by a
                            medallion signature guarantee(s).

   ______________________   _____________________________________________________________________________________
    REDEMPTIONS BY            Call 1-866-BUY-FUND (866-289-3863). Please be prepared to provide your account
   TELEPHONE                number, account name and the amount of the redemption, which must be no more
                            than $100,000.

   ______________________   _____________________________________________________________________________________
    ONLINE                    Log into your account at www.ingdirect.com and click the "Sell" button.
                            For IRA accounts, please submit a Redemption Form by fax to 1-866-327-4592
                            before 2 p.m. EST. The form may also be mailed to the address above. It is available
                            for download at www.ingdirect.com.

                                       35

TIMING OF REQUESTS

Orders that are received by the Funds' Transfer Agent, or as otherwise provided
below, before the close of regular trading ("Market Close") on the New York
Stock Exchange ("NYSE") (normally 4:00 p.m. Eastern time unless otherwise
designated by the NYSE) will be processed at "NAV" per share calculated that
business day. Orders received after the close of regular trading on the NYSE
will be processed at the "NAV" calculated on the following business day.

Investors purchasing through ING DIRECT Securities, Inc. should refer to its
materials for a discussion of any specific instructions on the timing of or
restrictions relating to the purchase or redemption of shares.

OTHER INFORMATION ABOUT SHAREHOLDER ACCOUNTS AND SERVICES

Class O shares are only offered through ING DIRECT Securities, Inc. More
information may be found on the firm's website by going to www.ingdirect.com.
The Funds offer additional classes that are not available in this Prospectus
that may be more appropriate for you. Please review the disclosure about all of
the available Fund classes carefully. Before investing, you should discuss
which share class may be right for you with your investment professional and
review the prospectus for those funds.

BUSINESS HOURS Fund representatives are available from 9:00 a.m. to 4:00 p.m.
Eastern time Monday through Friday.

NET ASSET VALUE The NAV per share for each class of each Fund is determined
each business day as of Market Close. The Funds are open for business every day
the NYSE is open. The NYSE is closed on all weekends and on all national
holidays and Good Friday. Fund shares will not be priced on those days. The NAV
per share of each class of each Fund is calculated by taking the value of the
Fund's assets attributable to that class, subtracting the Fund's liabilities
attributable to that class, and dividing by the number of shares of that class
that are outstanding.

In general, assets are valued based on actual or estimated market value, with
special provisions for assets not having readily available market quotations
and short-term debt securities, and for situations where market quotations are
deemed unreliable. Investments in securities maturing in 60 days or less are
valued at amortized cost, which, when combined with accrued interest,
approximates market value. Securities prices may be obtained from automated
pricing services. Shares of investment companies held by the Funds will
generally be valued at the latest NAV reported by that investment company. The
prospectuses for those investment companies explain the circumstances under
which they will use fair value pricing and the effects of using fair value
pricing.

Trading of foreign securities may not take place every day the NYSE is open.
Also, trading in some foreign markets and on some electronic trading networks
may occur on weekends or holidays when a Fund's NAV is not calculated. As a
result, the NAV of a Fund may change on days when shareholders will not be able
to purchase or redeem a Fund's shares.

When market quotations are not available or are deemed unreliable, a Fund will
use a fair value for the security that is determined in accordance with
procedures adopted by the Funds' Board. The types of securities for which such
fair value pricing might be required include, but are not limited to:

o  Foreign securities, where a foreign security whose value at the close of the
   foreign market on which it principally trades likely would have changed by
   the time of close of the NYSE, or the closing value is otherwise deemed
   unreliable;

o  Securities of an issuer that has entered into a restructuring;

o  Securities whose trading has been halted or suspended;

o  Fixed-income securities that have gone into default and for which there are
   no current market value quotations; and

o  Securities that are restricted as to transfer or resale.

The Funds or the Adviser may rely on recommendations of a fair value pricing
service approved by the Funds' Board in valuing foreign securities. Valuing
securities at fair value involves greater reliance on judgment than valuing
securities that have readily available market quotations. The Adviser makes
such determinations in good faith in accordance with procedures adopted by the
Funds' Board. Fair value determinations can also involve reliance on
quantitative models employed by a fair value pricing service. There can be no
assurance that a Fund could obtain the fair value assigned to a security if it
were to sell the security at approximately the time at which the Funds
determines their NAV per share.

                                       36

CUSTOMER IDENTIFICATION

To help the government fight the funding of terrorism and money laundering
activities, federal law requires all financial institutions to obtain, verify
and record information that identifies each person that opens an account, and
to determine whether such person's name appears on government lists of known or
suspected terrorists and terrorist organizations.

What this means for you: The Funds, the ING Funds Distributor, or a third-party
selling you the Funds must obtain the following information for each person
that opens an account:

o  Name;

o  Date of birth (for individuals);

o  Physical residential address (although post office boxes are still permitted
   for mailing); and

o  Social security number, taxpayer identification number, or other identifying
   number.

You may also be asked to show your driver's license, passport or other
identifying documents in order to verify your identity. In addition, it may be
necessary to verify your identity by cross-referencing your identification
information with a consumer report or other electronic database. Additional
information may be required to open accounts for corporations and other
non-natural persons.

FEDERAL LAW PROHIBITS THE FUNDS, THE DISTRIBUTOR AND OTHER FINANCIAL
INSTITUTIONS FROM OPENING ACCOUNTS UNLESS THEY RECEIVE THE MINIMUM IDENTIFYING
INFORMATION LISTED ABOVE. THEY ALSO MAY BE REQUIRED TO CLOSE YOUR ACCOUNT IF
THEY ARE UNABLE TO VERIFY YOUR IDENTITY WITHIN A REASONABLE TIME.

EXCHANGE PRIVILEGES There is no fee to exchange shares from one Fund to another
Fund offering the same share class. When you exchange shares, your new Fund
shares will be in the same class as your current shares.

FREQUENT TRADING - MARKET TIMING

The Funds are intended for long-term investment and not as short-term trading
vehicles. Accordingly, organizations or individuals that use market timing
investment strategies should not purchase shares of the Funds. The Funds
reserve the right, in their sole discretion and without prior notice, to
reject, restrict or refuse purchase orders whether directly or by exchange,
including purchase orders that have been accepted by a shareholder's or
retirement plan participant's intermediary, that the Funds determine not to be
in the best interest of the Funds.

The Funds believe that market timing or frequent, short-term trading in any
account, including a retirement plan account, is not in the best interest of
the Funds or their shareholders. Due to the disruptive nature of this activity,
it can adversely affect the ability of the Adviser or Sub-Adviser to invest
assets in an orderly, long-term manner. Frequent trading can raise Fund
expenses through: increased trading and transaction costs; increased
administrative costs; and lost opportunity costs. This in turn can have an
adverse effect on Fund performance.

Funds that invest in foreign securities may present greater opportunities for
market timers and thus be at a greater risk for excessive trading. If an event
occurring after the close of a foreign market but before the time a Fund
computes its current NAV causes a change in the price of the foreign security
and such price is not reflected in the Fund's current NAV, investors may
attempt to take advantage of anticipated price movements in securities held by
the Funds based on such pricing discrepancies. This is often referred to as
"price arbitrage." Such price arbitrage opportunities may also occur in funds
which do not invest in foreign securities. For example, if trading in a
security held by a Fund is halted and does not resume prior to the time the
Fund calculates its NAV, such "stale pricing" presents an opportunity for
investors to take advantage of the pricing discrepancy. Similarly, a Fund that
holds thinly-traded securities, such as certain small-capitalization
securities, may be exposed to varying levels of pricing arbitrage. The Funds
have adopted fair valuation policies and procedures intended to reduce the
Funds' exposure to price arbitrage, stale pricing and other potential pricing
discrepancies. However, to the extent that a Fund's NAV does not immediately
reflect these changes in market conditions, short-term trading may dilute the
value of Fund shares, which negatively affects long-term shareholders.

The Funds' Board has adopted policies and procedures designed to deter
frequent, short-term trading in shares of the Funds. Consistent with this
policy, the Funds monitor trading activity. Shareholders may make exchanges
among their accounts with ING Funds 4 times each year. All exchanges occurring
on the same day for all accounts (individual, IRA, 401(k), etc.) beneficially
owned by the same shareholder will be treated as a single transaction for these
purposes. 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 Funds reserve 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 Funds also reserve the right to
modify the frequent trading - market

                                       37

timing policy at any time without prior notice, depending on the needs of the
Funds and/or state or federal regulatory requirements.

If an activity is identified as problematic after further investigation, the
Funds reserve the right to take any necessary action to deter such activity.
Such action may include, but not be limited to: rejecting additional purchase
orders, whether directly or by exchange; extending settlement of a redemption
up to seven days; rejecting all purchase orders from broker-dealers or their
registered representatives suspected of violating the Funds' frequent trading
policy; or termination of the selling group agreement or other agreement with
broker-dealers or other financial intermediaries associated with frequent
trading.

Although the restrictions described above are designed to discourage frequent,
short-term trading, none of them alone, nor all of them taken together, can
eliminate the possibility that frequent, short-term trading activity in the
Funds will occur. Moreover, in enforcing such restrictions, the Funds are often
required to make decisions that are inherently subjective. The Funds strive to
make these decisions to the best of their abilities in a manner that they
believe is in the best interest of shareholders.

Shareholders may invest in the Funds through omnibus account arrangements with
financial intermediaries. Omnibus accounts permit intermediaries to aggregate
transactions. Such intermediaries include broker-dealers, banks, investment
advisers, record keepers, retirement plans and fee-based accounts such as wrap
fee programs. Omnibus accounts generally do not identify customer's trading
activity on an individual basis. The Funds' administrator now has agreements
which require such intermediaries to provide detailed account information,
including trading history, upon request of the Funds.

In some cases, the Funds will rely on the intermediaries' excessive trading
policies and such policies shall define the trading activity in which the
shareholder may engage. This shall be the case where the Funds are used in
certain retirement plans offered by affiliates. With trading information
received as a result of agreements, the Funds may make a determination that
certain trading activity is harmful to the Funds and their shareholders even if
such activity is not strictly prohibited by the intermediaries' excessive
trading policy. As a result, a shareholder investing directly or indirectly in
one of the Funds may have their trading privileges suspended without violating
the stated excessive trading policy of the intermediary.

ONLINE AND TELEPHONE EXCHANGE AND/OR REDEMPTION PRIVILEGES You automatically
receive online and telephone exchange and redemption privileges when you
establish your account. If you do not want these privileges, you may call
1-866-BUY-FUND (866-289-3863) to have them removed. All telephone transactions
may be recorded, and you will be asked for certain identifying information.

Online and telephone redemption requests will be accepted for amounts less than
$100,000. Online and telephone redemption requests may not be accepted if you:

o  Have submitted a change of address within the preceding 15 calendar days.

o  Are selling shares in a retirement plan account held in a trust.

You may make account inquiry requests, purchases, or redemptions online at:
www.ingdirect.com.

The Funds reserve the right to amend online and telephone exchange and
redemption privileges at any time upon notice to shareholders and may refuse a
telephone exchange or redemption if the Funds believe it is advisable to do so.

ADDITIONAL SERVICES The Funds offer the following additional investor services.
Each Fund reserves the right to terminate or amend these services at any time.
For all of the services, certain terms and conditions apply. See the SAI or
call 1-866-BUY-FUND (866-289-3863) for additional details.

o  AUTOMATIC INVESTMENT You can make automatic monthly investments in any Fund.

o  TDD SERVICE Telecommunication Device for the Deaf ("TDD") services are
   offered for hearing impaired investors. The dedicated number for this
   service is 1-800-688-4889.

o  TAX-DEFERRED RETIREMENT PLANS Each Fund may be used for investment by
   individual retirement accounts ("IRAs"), including Roth IRAs. Purchases
   made in connection with IRA accounts may be subject to an annual custodial
   fee of $10 for each account registered under the same taxpayer
   identification number. This fee will be deducted directly from your
   account(s). The custodial fee will be waived for individual retirement
   accounts registered under the same taxpayer identification number having an
   aggregate balance over $30,000 at the time such fee is scheduled to be
   deducted.

HOW WE COMPENSATE INTERMEDIARIES FOR SELLING ING MUTUAL FUNDS

ING mutual funds are distributed by ING Funds Distributor. The Distributor is a
broker-dealer that is licensed to sell securities. The Distributor generally
does not sell directly to the public but sells and markets its products through
intermediaries such as other broker-dealers. Each ING mutual fund also has an
investment adviser ("Adviser") which is responsible for managing the

                                       38

money invested in each of the mutual funds. Both of these entities
(collectively, "ING") may compensate an intermediary for selling ING mutual
funds.

Only persons licensed with the Financial Industry Regulatory Authority
("FINRA") as a registered representative (often referred to as a broker or
financial advisor) and associated with a specific broker-dealer may sell an ING
mutual fund to you. The Distributor has agreements in place with each of these
broker-dealers defining specifically what those broker-dealers will be paid for
the sale of a particular ING mutual fund. Those broker-dealers then pay the
registered representative who sold you the mutual fund some or all of what they
receive from ING. They may receive a payment when the sale is made and can, in
some cases, continue to receive payments while you are invested in the mutual
fund.

The Funds' Adviser or the Distributor, out of its own resources and without
additional cost to a Fund or its shareholders, may provide additional cash or
non-cash compensation to intermediaries selling shares of a Fund, including
affiliates of the Adviser and the Distributor. These amounts would be in
addition to the Shareholder Servicing Payments made by a Fund under the
Shareholder Servicing (12b-1) agreement. The payments made under this
arrangement are paid by the Adviser or the Distributor. Additionally, if a fund
is not sub-advised or is sub-advised by an ING entity, ING may retain more
revenue than on those funds it must pay to have sub-advised by non-affiliated
entities. Management personnel of ING may receive additional compensation if
the overall amount of investments in Funds advised by ING meets certain target
levels or increases over time.

The Distributor may pay, from its own resources, additional fees to these
broker-dealers or other financial institutions, including affiliated entities.
These additional fees paid to intermediaries may take the following forms: (1)
a percentage of that entity's customer assets invested in ING mutual funds; or
(2) a percentage of that entity's gross sales; or (3) some combination of these
payments. These payments may, depending on the broker-dealer's satisfaction of
the required conditions, be periodic and may be up to (1) 0.30% per annum of
the value of a Fund's shares held by the broker-dealer's customers or (2) 0.20%
of the value of a Fund's shares sold by the broker-dealer during a particular
period. In accordance with these practices, if that initial investment averages
a value of $10,000 over the year, the Distributor could pay a maximum of $30 on
those assets. If you invested $10,000, the Distributor could pay a maximum of
$20 for that sale.

The Adviser or the Distributor may provide additional cash or non-cash
compensation to third parties selling our mutual funds, including affiliated
companies. This may take the form of cash incentives and non-cash compensation,
and may include but is not limited to: cash; merchandise; trips; occasional
entertainment; meals or tickets to a sporting event; client appreciation
events; payment for travel expenses (including meals and lodging) to
pre-approved training and education seminars; and payment for advertising and
sales campaigns. The Distributor may also pay concessions in addition to those
described above to broker-dealers so that ING mutual funds are made available
by those broker-dealers for their customers. Sub-advisers of a Fund may
contribute to non-cash compensation arrangements.

Not all mutual funds pay the same amount to the broker-dealers who sell their
mutual funds. Broker-dealers can receive different payments based on the mutual
funds they offer, the companies with whom they are doing business, and how much
they sell. What these broker-dealers are paid also varies depending on the
class of mutual fund you purchase.

The top 25 firms we paid to sell our mutual funds, as of the end of the last
calendar year are: A.G. Edwards & Sons, Inc.; Bear Stearns Securities Corp;
Charles Schwab & Co; Citigroup Global Markets; Directed Services LLC; Financial
Network Investment; First Clearing, LLC; H&R Block Financial Advisors; ING
DIRECT Securities, Inc.; ING Financial Advisors; ING Life Insurance and Annuity
Company; Linsco Private Ledger Financial; Merrill Lynch; MS & Co. ("Morgan
Stanley"); Multi Financial Securities; National Financial Services Corp;
Oppenheimer & Co.; Pershing, LLC; Primevest Financial Services, Inc.;
Prudential Investment Management Services; Raymond James Financial Services;
RBC Dain Rauscher, Inc.; UBS Financial Services, Inc.; Wachovia Securities; and
Wells Fargo Investments.

Your registered representative or broker-dealer could have a financial interest
in selling you a particular mutual fund, or the mutual funds of a particular
company, to increase the compensation they receive. Please make sure you read
fully each mutual fund prospectus and discuss any questions you have with your
registered representative.

                                       39

DIVIDENDS AND DISTRIBUTIONS

DIVIDENDS Dividends are normally expected to consist of ordinary income.
Dividends, if any, are declared and paid as follows:

o  declared daily and paid monthly: Intermediate Bond Fund;

o  declared and paid quarterly: Global Equity Dividend Fund and Global Real
   Estate Fund;

o  declared and paid annually: Financial Services Fund and Index Plus
   International Equity Fund.

For Real Estate Fund, dividends are expected normally to consist of a
combination of capital gains and ordinary income.

CAPITAL GAINS DISTRIBUTIONS Capital gains distributions, if any, for Index Plus
International Equity Fund, Intermediate Bond Fund, Real Estate Fund and
Financial Services Fund are paid on an annual basis. Capital gains
distributions, if any, for Global Equity Dividend are paid on a quarterly
basis. Intermediate Bond Fund generally distributes most or all of its net
earnings in the form of dividends and capital gain distributions. To comply
with federal tax regulations, Real Estate Fund and Financial Services Fund may
also pay an additional capital gains distribution, usually in June and
Intermediate Bond Fund may also pay an additional capital gains distribution,
usually in December.

Both income dividends and capital gains distributions are paid by each Fund on
a per share basis. As a result, at the time of this payment, the share price of
a Fund will be reduced by the amount of the payment.

DISTRIBUTION OPTIONS When completing your application, you must select one of
the following three options for dividends and capital gains distributions:

o  FULL REINVESTMENT Both dividends and capital gains distributions from a Fund
   will be reinvested in additional shares of the same class of shares of that
   Fund. This option will be selected automatically unless one of the other
   options is specified.

o  CAPITAL GAINS REINVESTMENT Capital gains distributions from a Fund will be
   reinvested in additional shares of the same class of shares of that Fund
   and all net income from dividends will be distributed in cash.

o  ALL CASH Dividends and capital gains distributions will be paid in cash. If
   you select a cash distribution option, you can elect to have distributions
   automatically invested in shares of another Fund.

Distributions paid in shares will be credited to your account at the next
determined NAV per share.

HOUSEHOLDING

To reduce expenses, we may mail only one copy of a Fund's prospectus and each
annual and semi-annual shareholder report to those addresses shared by two or
more accounts. If you wish to receive individual copies of these documents,
please call us at 1-866-BUY-FUND (866-289-3863) or speak to your investment
professional. We will begin sending you individual copies thirty (30) days
after receiving your request.

PORTFOLIO HOLDINGS DISCLOSURE POLICY

A description of the policies and procedures with respect to the disclosure of
each Fund's portfolio securities is available in the SAI. Each Fund posts its
portfolio holdings schedule on its website on a calendar-quarter basis and
makes it available on the first day of the second month in the next quarter.
The portfolio holdings schedule is as of the last day of the month preceding
the quarter-end (e.g., each Fund will post the quarter ending June 30 holdings
on August 1). Each Fund's portfolio holdings schedule will, at a minimum,
remain available on the Funds' website until a fund files a Form N-CSR or Form
N-Q with the SEC for the period that includes the date as of which the website
information is current. The Funds' website is located at www.ingfunds.com.

TAX INFORMATION

The following information is meant as a general summary for U.S. shareholders.
Please see the SAI for additional information. You should rely on your own tax
adviser for advice about the particular federal, state and local tax
consequences to you of investing in the Funds.

Each Fund will distribute all, or substantially all, of its net investment
income and net capital gains to its shareholders each year. Although the Fund
will not be taxed on amounts it distributes, most shareholders will be taxed on
amounts they receive. A particular distribution generally will be taxable as
either ordinary income or long-term capital gains. Except as described below,
it generally does not matter how long you have held your Fund shares or whether
you elect to receive your distributions in cash or reinvest them in additional
Fund shares. For example, if a Fund designates a particular distribution as a
long-term capital gains distribution, it will be taxable to you at your
long-term capital gains rate.

Current tax law (which is currently scheduled to apply through 2010) generally
provides for a maximum tax rate for individual taxpayers of 15% on long-term
gains from sales and from certain qualifying dividends on corporate stock.
Although these rate

                                       40

reductions do not apply to corporate taxpayers, such taxpayers may be entitled
to a corporate dividends received deduction with respect to their share of
eligible domestic corporate dividends received by a Fund. The following are
guidelines for how certain distributions by the Funds are generally taxed to
individual taxpayers:

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

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

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

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

o  The maximum 15% tax rate for individual taxpayers on long-term capital gains
   and qualifying dividends is currently scheduled to apply through 2010. In
   the absence of further Congressional action, for the calendar years after
   2010, the maximum rate on long-term capital gains for individual taxpayers
   would increase 20% and income from dividends would be taxed at the rates
   applicable to ordinary income.

Dividends declared by a Fund in October, November or December and paid during
the following January may be treated as having been received by shareholders in
the year the distributions were declared.

You will receive an annual statement summarizing your dividend and capital
gains distributions.

If you buy shares of a Fund before it makes a distribution, the distribution
will be taxable to you even though it may actually be a return of a portion of
your investment. This is known as "buying a dividend."

If you invest through a tax-deferred account, such as a retirement plan, you
generally will not have to pay tax on dividends until they are distributed from
the account. These accounts are subject to complex tax rules, and you should
consult your tax adviser about investment through a tax-deferred account.

There may be tax consequences to you if you sell or redeem Fund shares. You
will generally have a capital gain or loss, which will be long-term or
short-term, generally depending on how long you hold those shares. If you
exchange shares, you may be treated as if you sold them. If your tax basis in
your shares exceeds the amount of proceeds you receive from a sale, exchange or
redemption of shares, you will recognize a taxable loss on the sale of shares
of a Fund. Any loss recognized on shares held for six months or less will be
treated as long-term capital loss to the extent of any long-term capital gain
distributions that were received with respect to the shares. Additionally, any
loss realized on a sale, redemption or exchange of shares of a Fund may be
disallowed under "wash sale" rules to the extent the shares disposed of are
replaced with other shares of that Fund within a period of 61 days beginning 30
days before and ending 30 days after shares are disposed of, such as pursuant
to a dividend reinvestment in shares of that Fund. If disallowed, the loss will
be reflected in an adjustment to the tax basis of the shares acquired. You are
responsible for any tax liabilities generated by your transactions.

As with all mutual funds, a Fund may be required to withhold U.S. federal
income tax at the current rate of 28% of all taxable distributions payable to
you if you fail to provide the Fund with your correct taxpayer identification
number or to make required certifications, or if you have been notified by the
IRS that you are subject to backup withholding. Backup withholding is not an
additional tax; rather, it is a way in which the IRS ensures it will collect
taxes otherwise due. Any amounts withheld may be credited against your U.S.
federal income tax liability.

If more than 50% of the value of a Fund's total assets at the close of its
taxable year consists of securities of foreign corporations, a Fund will be
eligible and may elect to treat a proportionate amount of certain foreign taxes
paid by it as a distribution to each shareholder which would permit each
shareholder (1) to credit this amount or (2) to deduct this amount for purposes
of computing its U.S. federal income tax liability. Each Fund will notify you
if it makes this election.

Please note that Global Real Estate Fund and Real Estate Fund will be sending
you a Form 1099 reflecting the distributions you received in a particular
calendar year at the end of February of the following year, which is one month
later than most such forms are sent.

Please see the SAI for further information regarding tax matters.

                                       41

                                                           FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------

Because Class O shares of Index Plus International Equity Fund had not
commenced operations as of October 31, 2007 (the Fund's fiscal year end)
audited financial highlights are presented for Class A shares of the Fund.

The financial highlights tables on the following pages are intended to help you
understand each Fund's Class O or Class A shares' financial performance for the
past five years or, if shorter, the period of the Class' operations. Certain
information reflects financial results for a single share. The total returns in
the table represent the rate that an investor would have earned (or lost) on an
investment in a share of the Funds (assuming reinvestment of all dividends and
distributions). A report of the Funds' independent registered public accounting
firm, along with the Funds' financial statements, is included in the Funds'
annual shareholder report which is incorporated by reference into the SAI and
is available upon request.

                                       42

FINANCIAL HIGHLIGHTS                            INTERMEDIATE BOND FUND
--------------------------------------------------------------------------------

The information below has been derived from the Fund's financial statements,
which have been audited by KPMG LLP, an independent registered public
accounting firm.

                                                                            CLASS O
                                                       __________________________________________________
                                                                     YEAR
                                                                     ENDED                   AUGUST 13,
                                                                   MARCH 31,                 2004(1) TO
                                                       _________________________________      MARCH 31,
                                                                2007              2006             2005
__________________________________________   _______         _______           _______             ____
 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of period        $                  10.14             10.32            10.41
 Income (loss) from investment operations:
 Net investment income                       $                   0.50              0.40             0.21
 Net realized and unrealized loss on         $                   0.09             (0.13)           (0.04)
  investments
 Total from investment operations            $                   0.59              0.27             0.17
 Less distributions from:
 Net investment income                       $                   0.49              0.41             0.22
 Net realized gains on investments           $                     -               0.04             0.04
 Total distributions                         $                   0.49              0.45             0.26
 Net asset value, end of period              $                  10.24             10.14            10.32
 TOTAL RETURN(2)                             %                   6.02              2.58             1.61
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of period (000's)           $                 53,096            43,171           33,997
 Ratios to average net assets:
 Gross expenses prior to expense             %                   0.73              0.95             1.00
  reimbursement(3)
 Net expenses after expense                  %                   0.64(5)           0.94             0.96
  reimbursement(3)(4)
 Net investment income after expense         %                   4.88(5)           3.91             3.19
  reimbursement(3)(4)
 Portfolio turnover rate                     %                    367               469              417

(1)   Commencement of operations.

(2)   Total return is calculated assuming reinvestment of all dividends and
      capital gain distributions at net asset value and excluding the deduction
      of sales charges. Total return for less than one year is not annualized.

(3)   Annualized for periods less than one year.

(4)   The Adviser has agreed to limit expenses (excluding interest, taxes,
      brokerage and extraordinary expenses) subject to possible recoupment by
      ING Investments, LLC within three years.

(5)   Impact of waiving the advisory fee for the ING Institutional Prime Money
      Market Fund holding has less than 0.01% impact on the expense ratio.

                                       43

GLOBAL EQUITY DIVIDEND FUND                                FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------

The information in the table below has been derived from the Fund's financial
statements, which have been audited by KPMG LLP, an independent registered
public accounting firm.

                                                               CLASS O
                                                        _____________________
                                                         NOVEMBER 15, 2006(1)
                                                         TO OCTOBER 31, 2007
                                                        _____________________
 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of period        $                       15.86
 Income from investment operations:
 Net investment income                       $                        0.55*
 Net realized and unrealized gain on         $                        1.74
  investments and foreign currency related
 transactions
 Total from investment operations            $                        2.29
 Less distributions from:
 Net investment income                       $                        0.57
 Net realized gains on investments           $                        0.75
 Total distributions                         $                        1.32
 Net asset value, end of period              $                       16.83
 TOTAL RETURN(2)                                 %                   15.12
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of period (000's)           $                      23,737
 Ratios to average net assets:
 Expenses(3)                                     %                    1.26
 Net investment income(3)                        %                    3.46
 Portfolio turnover rate                         %                      36

(1)   Commencement of operations.

(2)   Total return is calculated assuming reinvestment of all dividends and
      capital gain distributions at net asset value. Total return for less than
      one year is not annualized.

(3)   Annualized for periods less than one year.

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

                                       44

FINANCIAL HIGHLIGHTS                    GLOBAL REAL ESTATE FUND
--------------------------------------------------------------------------------

The information in the table below has been derived from the Fund's financial
statements which have been audited by KPMG LLP, an independent registered
public accounting firm. For all periods ended prior to October 31, 2002, the
information was audited by other independent auditors.

                                                               CLASS O
                                                        _____________________
                                                         NOVEMBER 15, 2006(1)
                                                         TO OCTOBER 31, 2007
                                                        _____________________
 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of period        $                       22.20
 Income from investment operations:
 Net investment income                       $                        0.20*
 Net realized and unrealized gain on         $                        3.20
  investments and foreign currency related
 transactions
 Total from investment operations            $                        3.40
 Less distributions from:
 Net investment income                       $                        1.10
 Net realized gains on investments           $                        0.31
 Total distributions                         $                        1.41
 Net asset value, end of period              $                       24.19
 TOTAL RETURN(2)                             %                       15.68
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of period (000's)           $                      26,137
 Ratios to average net assets:
 Expenses(3)                                 %                        1.30
 Net investment income(3)                    %                        0.90
 Portfolio turnover rate                     %                          57

(1)   Commencement of operations.

(2)   Total return is calculated assuming reinvestment of all dividends and
      capital gain distributions at net asset value. Total return for less than
      one year is not annualized.

(3)   Annualized for periods less than one year.

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

                                       45

INDEX PLUS INTERNATIONAL EQUITY FUND                       FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------

The information in the table below has been derived from the Fund's financial
statements, which have been audited by KPMG LLP, an independent registered
public accounting firm.

                                                                       CLASS A
                                                   ________________________________________________
                                                    YEAR ENDED OCTOBER 31
                                                   ______________________     DECEMBER 21, 2005(1)
                                                                2007         TO OCTOBER 31, 2006
__________________________________________ _____          __________        _______________________
 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of period       $                  11.68              10.00
 Income from investment operations:
 Net investment income                      $                   0.14*              0.14*
 Net realized and unrealized gain on        $                   2.48               1.54
  investments and foreign currency related
 transactions
 Total from investment operations           $                   2.62               1.68
 Less distributions from:
 Net investment income                      $                   0.08                  -
 Net realized gains on investments          $                   0.27                  -
 Total distributions                        $                   0.35                  -
 Net asset value, end of period             $                  13.95              11.68
 TOTAL RETURN(2)                            %                  22.98              16.80
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of period (000's)          $                  2,233             12,513
 Ratios to average net assets:
 Gross expenses prior to expense            %                   1.13               1.30
  reimbursement/recoupment(3)
 Net expenses after expense                 %                   1.16               1.15
  reimbursement/recoupment(3)(4)
 Net investment income after expense        %                   1.17               1.50
  reimbursement/recoupment(3)(4)
 Portfolio turnover rate                    %                    213                188

(1)   Commencement of operations.

(2)   Total return is calculated assuming reinvestment of all dividends and
      capital gain distributions at net asset value and excluding the deduction
      of sales charges. Total return for less than one year is not annualized.

(3)   Annualized for periods less than one year.

(4)   The Adviser has agreed to limit expenses, (excluding interest, taxes,
      brokerage and extraordinary expenses) subject to possible recoupment by
      ING Investments, LLC within three years of being incurred.

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

                                       46

FINANCIAL HIGHLIGHTS                       ING REAL ESTATE FUND
--------------------------------------------------------------------------------

The information below has been derived from the Fund's financial statements,
which have been audited by KPMG LLP, an independent registered public
accounting firm.

                                                                           CLASS O
                                                       ________________________________________________
                                                                YEAR ENDED               SEPTEMBER 15,
                                                                  MAY 31,                 2004(1) TO
                                                       _____________________________        MAY 31,
                                                            2007            2006             2005
                                                       _____________   _____________   ________________
 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of period        $               16.40            14.81              13.52
 Income from investment operations:
 Net investment income                       $                0.14*           0.21+               0.39
 Net realized and unrealized gain on         $                4.41             3.00               2.23
  investments
 Total from investment operations            $                4.55             3.21               2.62
 Less distributions from:
 Net investment income                       $                0.17             0.49               0.38
 Net realized gains from investments         $                1.54             1.13               0.95
 Total distributions                         $                1.71             1.62               1.33
 Net asset value, end of period              $               19.24            16.40              14.81
 TOTAL RETURN(2)                             %               28.15            22.60              20.12
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of period (000's)           $              53,140           28,720             12,305
 Ratios to average net assets:
 Gross expenses prior to expense             %                1.22             1.16               1.15
  reimbursement and brokerage
 commission recapture(3)
 Net expenses after expense                  %                1.22             1.16               1.23
  reimbursement/recoupment and prior
 to brokerage commission recapture(3)(4)
 Net expenses after expense                  %                1.20             1.13               1.15
  reimbursement/recoupment and
 brokerage commission recapture(3)(4)
 Net investment income after expense         %                0.73             1.36+              3.32
  reimbursement/recoupment
 and brokerage commission recapture(3)(4)
 Portfolio turnover rate                     %                  57              51                 91

(1)   Commencement of operations.

(2)   Total return is calculated assuming reinvestment of all dividends and
      capital gain distributions at net asset value. Total return for less than
      one year is not annualized.

(3)   Annualized for periods less than one year.

(4)   The Adviser has agreed to limit expenses, (excluding interest, taxes,
      brokerage and extraordinary expenses) subject to possible recoupment by
      ING Investments within three years of being incurred.

*     Per share numbers have been calculated using average number of shares
      outstanding throughout the period.

+     Effective June 1, 2005, the Fund adopted a policy to reduce the cost of
      investments for financial statement purposes by the distributions
      received in excess of income from Real Estate Investment Trusts. The
      effect of this change for the twelve months ended May 31, 2006 was to
      decrease the net investment income per share by $0.25, increase net
      realized and unrealized gain on investments per share by $0.25 and
      decrease the ratio of net investment income to average net assets from
      2.91% to 1.36%.

                                       47

ING FINANCIAL SERVICES FUND                                FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------

The information below has been derived from the Fund's financial statements,
which have been audited by KPMG LLP, an independent registered public
accounting firm.

                                                                       CLASS O
                                                   ________________________________________________
                                                            YEAR ENDED               SEPTEMBER 15,
                                                              MAY 31,                 2004(1) TO
                                                   _____________________________        MAY 31,
                                                        2007            2006             2005
                                                   _____________   _____________   ________________
 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of period    $               23.13            22.15              22.67
 Income from investment operations:
 Net investment income                   $                0.25*            0.22               0.17
 Net realized and unrealized gain on     $                3.98             3.00               0.92
  investments
 Total from investment operations        $                4.23             3.22               1.09
 Less distributions from:
 Net investment income                   $                0.28             0.25               0.13
 Net realized gains from investments     $                2.35             1.99               1.48
 Total distributions                     $                2.63             2.24               1.61
 Net asset value, end of period          $               24.73            23.13              22.15
 TOTAL RETURN(2)                            %            18.77            14.68               4.90
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of period (000's)       $              23,459           9,659              3,658
 Ratios to average net assets:
 Expenses(3)                                %             1.22             1.19               1.17
 Net investment income(3)                   %             1.03             1.03               0.80
 Portfolio turnover rate                    %               36              26                 27

(1)   Commencement of operations.

(2)   Total return is calculated assuming reinvestment of all dividends and
      capital gain distributions at net asset value and excluding the deduction
      of sales charges. Total returns for periods less than one year are not
      annualized.

(3)   Annualized for periods less than one year.

*     Per share numbers have been calculated using average number of shares
      outstanding throughout the period.

                                       48

WHERE TO GO FOR MORE INFORMATION

YOU'LL FIND MORE INFORMATION ABOUT THE FUNDS IN OUR:

ANNUAL/SEMI-ANNUAL SHAREHOLDER REPORTS

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

STATEMENT OF ADDITIONAL INFORMATION ("SAI")

The SAI contains more detailed information about the Funds. The SAI is legally
part of this Prospectus (it is incorporated by reference). A copy has been
filed with the SEC.

Please write, call or visit our website for a free copy of the current annual/
semi-annual shareholder reports, the SAI, or other Fund information about the
Funds.

To make shareholder inquiries contact:

ING DIRECT SECURITIES, INC.
P.O. Box 15647
Wilmington, DE 19885-5647

1-866-BUY-FUND (866-289-3863)

Or visit the Distributor's website for a free copy of the Funds' Prospectus or
SAI at www.ingdirect.com

Or visit the Funds' website for a free copy of the Funds' annual/semi-annual
shareholder reports at www.ingfunds.com

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

SECURITIES AND EXCHANGE COMMISSION
Public Reference Section
100 F Street, N.E.
Washington, D.C. 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
WWW.SEC.GOV.

When contacting the SEC, you will want to refer to the Funds' SEC file numbers.
The file numbers is as follows:
ING Funds Trust 811-8895
     ING Intermediate Bond Fund

ING Mutual Funds 811-07428
     ING Global Equity Dividend Fund
     ING Global Real Estate Fund
     ING Index Plus International Equity Fund

ING Equity Trust 811-8817
     ING Real Estate Fund
     ING Financial Services Fund

                                       49

[GRAPHIC APPEARS HERE]





Prospectus
FEBRUARY 29, 2008

Class A, Class B and Class C


ING DIVERSIFIED INTERNATIONAL FUND



 This Prospectus contains important information about investing in Class A,
 Class B and Class C shares of ING Diversified International 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.

-------------------------------------------------------------------------------


[GRAPHIC APPEARS HERE]






MUTUAL FUNDS
--------------------------------------------------------------------------------



                                                                  WHAT'S INSIDE
--------------------------------------------------------------------------------


[GRAPHIC APPEARS HERE]


       INVESTMENT
       OBJECTIVE
[GRAPHIC APPEARS HERE]


       PRINCIPAL
       INVESTMENT
       STRATEGIES
[GRAPHIC APPEARS HERE]


       RISKS

[GRAPHIC APPEARS HERE]


       HOW THE
       FUND HAS
       PERFORMED
[GRAPHIC APPEARS HERE]


       WHAT YOU
       PAY TO
       INVEST

Risk is the potential that your investment will lose money or not earn as much
as you hope. All mutual funds have varying degrees of risk, depending on the
securities in which they invest. Please read this Prospectus carefully to be
sure you understand the principal investment strategies and risks associated
with the Fund. You should consult the Statement of Additional Information
("SAI") for a complete list of the investment strategies and risks.


[GRAPHIC APPEARS HERE]




If you have any questions about the Fund, please call your investment
professional or us at 1-800-992-0180.

These pages contain a description of the Fund included in this Prospectus,
including the Fund's investment objective, principal investment strategies and
risks.



You'll also find:



HOW THE FUND HAS PERFORMED. A chart that shows the Fund's financial performance
for the past ten years (or since inception, if shorter).



WHAT YOU PAY TO INVEST. A list of the fees and expenses you pay - both directly
and indirectly - when you invest in the Fund.


INTRODUCTION                         1
ING Diversified International Fund   2



WHAT YOU PAY TO INVEST                         4
SHAREHOLDER GUIDE                             12
MANAGEMENT OF THE FUND                        22
MORE INFORMATION ABOUT RISKS                  23
DIVIDENDS, DISTRIBUTIONS AND TAXES            28
PERFORMANCE OF THE UNDERLYING FUNDS           30
FINANCIAL HIGHLIGHTS                          34
WHERE TO GO FOR MORE INFORMATION      Back Cover


                      (THIS PAGE INTENTIONALLY LEFT BLANK)

INTRODUCTION
--------------------------------------------------------------------------------

AN INTRODUCTION TO THE FUND
The Fund seeks to achieve its investment objective by investing in other ING
Funds ("Underlying Funds") and uses asset allocation strategies to determine
how much to invest in the Underlying Funds. The Fund is designed to meet the
needs of investors who wish to seek exposure to various types of international
securities through a single diversified investment.

The Fund invests primarily in a combination of the Underlying Funds that, in
turn, invest directly in a wide range of international securities. Although an
investor may achieve the same level of diversification by investing directly in
a variety of the Underlying Funds, the Fund provides investors with a means to
simplify their investment decisions by investing in a single diversified
portfolio. For more information about the Underlying Funds, please see "More
Information on Investment Strategies" on page 7 and "Description of the
Investment Objectives, Main Investments and Risks of the Underlying Funds"
beginning on page 8 of this Prospectus.


Although the Fund is designed to serve as a diversified investment portfolio of
international securities, no single mutual fund can provide an appropriate
investment program for all investors. You should evaluate the Fund in the
context of your personal financial situation, investment objectives and other
investments.


This Prospectus explains the investment objective, principal investment
strategies and risks of the Fund. Reading this Prospectus will help you to
decide whether the Fund is the right investment for you. You should keep this
Prospectus for future reference.


AN INTRODUCTION TO THE ASSET ALLOCATION PROCESS

ING Investments, LLC ("ING Investments" or "Adviser") is the investment adviser
of the Fund. ING Investments is an indirect, wholly-owned subsidiary of ING
Groep, N.V. ("ING Groep") (NYSE: ING).

ING Investment Management Co. ("ING IM" or "Consultant") is a consultant to ING
Investments. Both ING Investments and ING IM are indirect, wholly-owned
subsidiaries of ING Groep. ING Investments and ING IM, working together, have
designed the Fund that will be constructed and managed in accordance with the
following process:

ING Investments uses an asset allocation process to determine the Fund's
investment mix. This asset allocation process can be described as follows:

1. In the first stage, the mix of international equity asset classes that is
   likely to produce the optimal return for the Fund is estimated. This
   estimate is made with reference to an investment model that incorporates
   historical and expected returns, standard deviations and correlation
   coefficients of international asset classes as well as other financial
   variables. The mix of international asset classes arrived at for the Fund
   is called the "Target Allocation." ING IM will review the Target Allocation
   at least annually and make recommendations to ING Investments regarding
   proposed changes. ING IM will also provide tactical allocation
   recommendations to ING Investments, to overweight certain asset classes and
   style, while underweighting other asset classes. These recommendations are
   intended to be in response to changing market conditions, and to enable ING
   Investments to shift to those asset classes that are expected to outperform
   under certain market conditions. ING Investments has set up an Investment
   Committee made up of a team of professionals to consider and review the
   recommendations of ING IM, and will retain discretion over implementation
   of ING IM's recommendations, as necessary.

2. ING Investments determines the Underlying Funds in which the Fund invests to
   attain its Target Allocation. In choosing an Underlying Fund, ING
   Investments considers, among other factors, the degree to which the
   Underlying Fund's holdings or other characteristics correspond to the
   desired Target Allocation. ING Investments, at any time, may change the
   Underlying Funds in which the Fund invests, may add or drop Underlying
   Funds, and may determine to make tactical changes in the Fund's Target
   Allocation depending on market conditions and ING IM's recommendations. ING
   Investments determines the Target Allocation and the selection of
   Underlying Funds.

3. The Target Allocation may be changed at any time by ING Investments.


The Investment Committee of ING Investments will have sole authority over the
asset allocations, investments in particular Underlying Funds (including any
Underlying Funds organized in the future) and the Target Allocation for the
Fund, including determining the transition pattern of the Fund in a timely but
reasonable manner based upon market conditions at the time of allocation
changes. The pre-defined mixes will be reviewed at least annually and analyzed
for consistency with current market conditions and industry trends in
consultation with ING IM.


The Fund's stated investment objective is non-fundamental and may be changed by
the Fund's Board of Trustees ("Board") without the approval of shareholders.


1    Introduction

                                                                        ADVISER
                                                            ING Investments, LLC
ING DIVERSIFIED INTERNATIONAL FUND
--------------------------------------------------------------------------------


[GRAPHIC APPEARS HERE]



INVESTMENT OBJECTIVE

The Fund's investment objective is to seek long term growth of capital. The
Fund's investment objective is not fundamental and may be changed without a
shareholder vote.



[GRAPHIC APPEARS HERE]



PRINCIPAL  INVESTMENT STRATEGIES
The Fund invests in a combination of Underlying Funds that in turn invest in
foreign equity securities of issuers located in a number of different
countries, other than the U.S. The Adviser seeks to diversify the Fund's
holdings internationally by including Underlying Funds that invest in companies
of all market capitalizations, Underlying Funds that invest using a growth or
value style and Underlying Funds that invest in companies in both developed
countries and countries with emerging securities markets.The Fund's current
approximate Target Allocations (expressed as a percentage of its net assets)
among the Underlying Funds are set out below. As these are Target Allocations,
the actual allocations of the Fund's assets may deviate from the percentages
shown.



International Core                                                         35%

International Growth                                                     17.5%
International Value                                                      17.5%
International SmallCap                                                     10%
Emerging Markets                                                           15%

International Real Estate                                                   5%


The Fund may be rebalanced periodically to return to the Target Allocation and
inflows and outflows may be managed to attain the Target Allocation. The Target
Allocation may be changed, at any time, as described under "An Introduction to
the Asset Allocation Process."

--------------------------------------------------------------------------------



[GRAPHIC APPEARS HERE]



RISKS
You could lose money on
an investment in the Fund. The Fund may be affected by the following risks,
among others:


AFFILIATED FUNDS - in managing the Fund, ING Investments will have authority to
select and substitute Underlying Funds. ING Investments may be subject to
potential conflicts of interest in selecting Underlying Funds because the fees
paid to it by some Underlying Funds are higher than fees paid by other
Underlying Funds. However, ING Investments is a fiduciary to the Fund and is
legally obligated to act in the Fund's best interests when selecting Underlying
Funds.

ASSET ALLOCATION - assets will be allocated among funds and markets based on
judgments made by ING Investments. There is a risk that the Fund may allocate
assets to an Underlying Fund or market that underperforms other asset classes.
For example, the Fund may be underweighted in assets or a market that is
experiencing significant returns or overweighted in assets or a market with
significant declines.

CONVERTIBLE SECURITIES -
the value of convertible securities may fall when interest rates rise.
Convertible securities with longer maturities tend to be more sensitive to
changes in interest rates, usually making them more volatile than convertible
securities with shorter maturities. An Underlying Fund could lose money if the
issuer of a convertible security is unable to meet its financial obligations or
goes bankrupt.

DERIVATIVES - derivatives are subject to the risk of changes in the market
price of the underlying security, credit risk with respect to the counterparty
to the derivative instruments, and the risk of loss due to changes in interest
rates. The use of certain derivatives may have a leveraging effect, which may
increase the volatility of an Underlying Fund and may reduce its returns.

FOREIGN INVESTING - the Fund allocates assets to Underlying Funds that invest
in foreign investments. Foreign investments may be riskier than U.S.
investments for many reasons, including: changes in currency exchange rates;
unstable political and economic conditions; a lack of adequate company
information; differences in the way securities markets operate; less secure
foreign banks or securities depositories than those in the United States; less
standardization of accounting standards and market regulations in certain
foreign countries and varying foreign controls on investments. Foreign
investments may also be affected by administrative difficulties, such as delays
in clearing and settling transactions. Additionally, securities of foreign
companies may be denominated in foreign currencies. Exchange rate fluctuations
may reduce or eliminate gains or create losses. Hedging strategies intended to
reduce this risk may not perform as expected. These factors may make foreign
investments more volatile and potentially less liquid than U.S. investments. To
the extent an Underlying Fund invests in countries with emerging securities
markets, the risks of foreign investing may be greater, as these countries may
be less politically and economically stable than other countries. It may also
be more difficult to buy and sell securities in countries with emerging
securities markets.

MARKET TRENDS - from time to time, the stock market may not favor growth or
value oriented securities in which an Underlying Fund invests. Rather, the
market could favor securities to which an Underlying Fund is not exposed, or
may not favor equities at all.

PRICE VOLATILITY - the value of the Fund changes as the prices of the
Underlying Funds' investments go up or down. Equity securities face market,
issuer and other risks, and their values may fluctuate, sometimes rapidly and
unpredictably. Market risk is the risk that securities may decline in value due
to factors affecting securities markets generally or particular industries.
Issuer risk is the risk that the value of a security may decline for reasons
relating to the issuer, such as changes in the financial condition of the
issuer. While equities may offer the potential for greater long-term growth
than most debt securities, they generally have higher volatility.

The Fund may invest in Underlying Funds that invest in small- and mid-sized
companies, which may be more susceptible to greater price volatility than
larger companies because they typically have fewer financial resources, more
limited product and market diversification and may be dependent on a few key
managers.




If you would like additional information regarding the Fund's investment
strategies and risks or the Underlying Funds' investment strategies and risks
please see "More Information on Investment Strategies" beginning on page 7,
"Description of the Investment Objectives, Main Investments and Risks of the
Underlying Funds" beginning on page 8, and "More Information About Risks"
beginning on page 23 of this Prospectus.
2  ING Diversified International Fund

                                             ING DIVERSIFIED INTERNATIONAL FUND
--------------------------------------------------------------------------------


[GRAPHIC APPEARS HERE]



HOW THE FUND HAS
PERFORMED

                The following information is intended to help you understand
                the risks of investing in the Fund. The value of your shares in
                the Fund will fluctuate depending on the Fund's investment
                performance. The bar chart and table below show the changes in
                the Fund's performance from year to year, and the table
                compares the Fund's performance to the performance of a broad
                measure of market performance for the same period. The Fund's
                past performance (before and after income taxes) is no
                guarantee of future results.


The bar chart below provides some indication of the risks of investing in the
Fund by showing changes in the performance of the Fund's Class A shares from
year to year. These figures do not reflect sales charges and would be lower if
they did.



                       YEAR-BY-YEAR TOTAL RETURNS (%)(1)
                       (FOR THE PERIOD ENDED DECEMBER 31)



[GRAPHIC APPEARS HERE]






1998   1999   2000   2001   2002   2003   2004   2005   2006       2007
                                                        24.48      12.04




  Best and worst quarterly performance for Class A shares during this period:


                        Best: 4th quarter 2006 : 11.66%
                       Worst: 4th quarter 2007 : (2.51)%



                        AVERAGE ANNUAL TOTAL RETURNS(1)
                   (FOR THE PERIODS ENDED DECEMBER 31, 2007)


The table below provides some indication of the risks of investing in the Fund
by comparing the Fund's Class A, Class B and Class C shares' performance to
that of a broad measure of market performance - the Morgan Stanley Capital
International All Country World ex U.S. IndexSM ("MSCI All Country World ex
U.S. IndexSM"). It is not possible to invest directly in the index. The table
also shows returns on a before-tax and after-tax basis. After-tax returns are
calculated using the historical highest individual federal marginal income tax
rates and do not reflect the impact of state and local taxes.


Actual after-tax returns depend on an investor's tax situation and may differ
from those shown, and after-tax returns shown are not relevant to investors who
hold their Fund shares through tax-deferred arrangements, such as 401(k) plans
or individual retirement accounts.

In some cases the return after taxes may exceed the return before taxes due to
an assumed tax benefit from any losses on a sale of Fund shares at the end of
the measurement period.

After-tax returns are shown for Class A only. After-tax returns for other
classes will vary.


                                                                                          5 YEARS
                                                                       1 YEAR       (OR LIFE OF CLASS)      10 YEARS
 CLASS A RETURN BEFORE TAXES(2)                               %        5.57             14.50(1)               N/A
 Class A Return After Taxes on Distributions(2)               %        5.07             14.19(1)               N/A
 Class A Return After Taxes on Distributions and Sale of      %        4.03             12.38(1)               N/A
  Fund Shares(2)
 MSCI All Country World ex U.S. IndexSM(3)                    %       16.65             21.55(4)               N/A
 CLASS B RETURN BEFORE TAXES(5)                               %        6.21             15.76(1)               N/A
 MSCI All Country World ex U.S. IndexSM(3)                    %       16.65             21.55(4)               N/A
 CLASS C RETURN BEFORE TAXES(6)                               %       10.20             17.04(1)               N/A
 MSCI All Country World ex U.S. IndexSM(3)                    %       16.65             21.55(4)               N/A


(1)   Class A, Class B and Class C shares commenced operations on December 21,
      2005.

(2)   Reflects deduction of the maximum Class A sales charge of 5.75%.


(3)   MSCI All Country World ex U.S. IndexSM is a free-float adjusted market
      capitalization index that is designed to measure equity market
      performance in the global developed and emerging markets, excluding the
      U.S. It includes the reinvestment of dividends and distributions net of
      withholding taxes, but does not reflect fees, brokerage commissions or
      other expenses of investing.



(4)   The index returns for Class A, Class B and Class C shares are for the
      period beginning January 1, 2006.


(5)   Reflects deduction of the deferred sales charge of 5.00% and 3.00% for
      the 1 Year and Life of Class Returns, respectively.


(6)   Reflects deduction of the deferred sales charge of 1.00% for the 1 year
      return.



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                          If you have any questions, please call 1-800-992-0180.

                                         ING Diversified International Fund    3

WHAT YOU PAY TO INVEST
--------------------------------------------------------------------------------


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      There are two types of fees and expenses when you invest in mutual funds:
      fees, including sales charges, you pay directly when you buy or sell
      shares, and operating expenses paid each year by the Fund.

      The tables that follow show the fees and expenses you pay if you buy and
      hold shares of the Fund. The table that follows shows the fees and the
      estimated operating expenses for the Fund. The estimated expenses are
      based on the expenses paid by the Fund in the fiscal year ended October
      31, 2007. Shareholders of the Fund will indirectly bear the expenses of
      an Underlying Fund based upon the percentage of the Fund's assets that is
      allocated to the Underlying Fund. Because the fees and annual net
      operating expenses of the Underlying Fund, and the Fund's allocation to
      that Underlying Fund, will vary from year to year, the fees and expenses
      paid by the Fund may vary from year to year.


FEES YOU PAY DIRECTLY



                                                                   CLASS A(1)          CLASS B            CLASS C
                                                                ---------------    ---------------    ---------------
 MAXIMUM SALES CHARGE ON YOUR INVESTMENT (AS A % OF                    5.75(2)          none               none
  OFFERING PRICE)
 MAXIMUM DEFERRED SALES CHARGE (AS A % OF PURCHASE OR SALES         none(3)               5.00(4)            1.00(5)
  PRICE, WHICHEVER IS LESS)


(1)      The Fund does not impose any front-end sales charge (load) on
         reinvested dividends or distributions.

(2)      Reduced for purchases of $50,000 and over. Please see the discussion
         of sales charges in the "Shareholder Guide" section of this
         Prospectus.


(3)      A contingent deferred sales charge ("CDSC") of no more than 1% may be
         assessed on redemptions of Class A shares that were purchased without
         an initial sales charge as part of an investment of $1 million or
         more. Please see the discussion of sales charges in the "Shareholder
         Guide" section of this Prospectus.


(4)      A CDSC is imposed upon redemptions within 6 years from purchase. The
         fee has scheduled reductions after the first year. Please see the
         discussion of sales charges in the "Shareholder Guide" section of this
         Prospectus.

(5)      A CDSC is imposed upon redemptions within 1 year from purchase. Please
         see the discussion of sales charges in the "Shareholder Guide" section
         of this Prospectus.


OPERATING EXPENSES PAID EACH YEAR BY THE FUND(1)
(as a % of average net assets)



                                                               ACQUIRED
                              DISTRIBUTION                   (UNDERLYING)      TOTAL                             NET
                               AND SERVICE                      FUNDS           FUND          WAIVERS,          FUND
                 MANAGEMENT      (12B-1)        OTHER            FEES        OPERATING     REIMBURSEMENTS     OPERATING
CLASS                FEE           FEE       EXPENSES(2)   AND EXPENSES(3)    EXPENSES   AND RECOUPMENTS(4)   EXPENSES
----------      ------------ -------------- ------------- ----------------- ----------- -------------------- ----------
 Class A    %         0.00          0.25           0.30            1.18           1.73           (0.26)           1.47
 Class B    %         0.00          1.00           0.30            1.18           2.48           (0.26)           2.22
 Class C    %         0.00          1.00           0.30            1.18           2.48           (0.26)           2.22


--------------------------------------------------------------------------------


(1)      This table shows the estimated operating expenses for the Fund by
         class as a ratio of expenses to average daily net assets. The
         estimated expenses are based on the Fund's actual operating expenses
         for its most recently completed fiscal year as adjusted for
         contractual changes, if any, and fee waivers to which ING Investments,
         the investment adviser to the Fund, has agreed.


(2)      ING Funds Services, LLC receives an annual administrative fee equal to
         0.10% of the Fund's average daily net assets which is reflected in
         "Other Expenses."



(3)      The Fund's Acquired (Underlying) Funds Fees and Expenses is based on a
         weighted average of the fees and expenses of the Underlying Funds in
         which it invests. The amount of fees and expenses of the Underlying
         Funds borne by a Fund will vary based on the Fund's allocation of
         assets to, and the annualized net expenses of, the particular
         Underlying Funds during the Fund's fiscal year.


(4)      ING Investments, LLC has entered into a written expense limitation
         agreement with the Fund under which it will limit expenses of the Fund
         excluding interest, taxes, brokerage and extraordinary expenses,
         subject to possible recoupment by ING Investments within three years.
         The amount of the Fund's expenses proposed to be waived or reimbursed
         during the current fiscal year by ING Investments, LLC adjusted for
         contractual changes, if any, is shown under the heading "Waivers and
         Reimbursements." The total expense limits for the Fund, including the
         expenses of the Underlying Funds, are 1.47%, 2.22% and 2.22% for Class
         A, Class B and Class C shares, respectively. The expense limits will
         continue through at least March 1, 2009. The expense limitation
         agreement is contractual and shall renew automatically for one-year
         terms unless ING Investments, LLC provides written notice of the
         termination of the expense limitation agreement within 90 days of the
         end of the then-current term or upon termination of the investment
         management agreement.




4  What You Pay to Invest

                                                         WHAT YOU PAY TO INVEST
--------------------------------------------------------------------------------

             ACQUIRED (UNDERLYING) FUNDS ANNUAL OPERATING EXPENSES
                 (AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS)

Because we use a weighted average in calculating expenses attributable to the
Fund, the amount of the fees and expenses of the Class I shares of the
Underlying Funds indirectly borne by the Fund will vary based on the Fund's
allocation of assets to, and the annualized net operating expenses of, the
particular Underlying Funds during the Fund's fiscal year. The following are
the annual net expense ratios (as an annual percentage of average daily net
assets) for each Underlying Fund as of October 31, 2007.

CLASS I



                                                NET OPERATING
UNDERLYING FUND                                    EXPENSES
------------------------------------------    -----------------
 ING Emerging Countries                                  1.56%
 ING Foreign                                             1.21%
 ING Index Plus International Equity                     0.87%
 ING International Capital Appreciation                  1.15%
 ING International Equity Dividend (1)                   1.15%
 ING International Real Estate                           1.25%
 ING International SmallCap Multi-Manager                1.20%
 ING International Value Choice                          1.31%



(1)   Indicates the estimated operating expenses for the Fund as a ratio of
      expenses to average daily net assets. The Fund had not had a full year of
      operations as of the fiscal year ended October 31, 2007.





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                          If you have any questions, please call 1-800-992-0180.

                                                       What You Pay to Invest  5

WHAT YOU PAY TO INVEST
--------------------------------------------------------------------------------


[GRAPHIC APPEARS HERE]



      EXAMPLES(1)

      The Examples are intended to help you compare the cost of investing in
      shares of the Fund, including the costs of the Underlying Funds, with the
      cost of investing in other mutual funds. The Examples assume that you
      invest $10,000 in the shares of the Fund for the time periods indicated
      and then redeem all of your shares at the end of those periods. The
      Examples also assume that your investment has a 5% return each year, that
      all dividends and distributions are reinvested, and that the Class I
      shares of the Underlying Fund's total net annual operating expenses
      remain the same. Although your actual costs may be higher or lower, the
      Examples show what your costs would be based on these assumptions.



                       1 YEAR      3 YEARS      5 YEARS      10 YEARS
                      --------    ---------    ---------    ---------
 Class A      $         716         1,065        1,437         2,478




                               IF YOU SELL YOUR SHARES                          IF YOU DON'T SELL YOUR SHARES
                   ------------------------------------------------    -----------------------------------------------
                    1 YEAR      3 YEARS      5 YEARS      10 YEARS      1 YEAR      3 YEARS      5 YEARS      10 YEARS
                   --------    ---------    ---------    ----------    --------    ---------    ---------    ---------
 Class B       $      725        1,048        1,497         2,612         225          748        1,297         2,612




                               IF YOU SELL YOUR SHARES                          IF YOU DON'T SELL YOUR SHARES
                   ------------------------------------------------    -----------------------------------------------
                    1 YEAR      3 YEARS      5 YEARS      10 YEARS      1 YEAR      3 YEARS      5 YEARS      10 YEARS
                   --------    ---------    ---------    ----------    --------    ---------    ---------    ---------
 Class C       $      325          748        1,297         2,796         225          748        1,297         2,796



(1)   The Examples reflect any expense limitation agreements/waivers of the
      Fund and Underlying Funds for the one-year period and the first year of
      the three-, five- and ten-year periods.




6  What You Pay to Invest

MORE               INFORMATION ON INVESTMENT STRATEGIES
--------------------------------------------------------------------


MORE ON THE ASSET ALLOCATION PROCESS
As described earlier in this Prospectus, the Fund pursues its investment
objective by investing in a combination of the Underlying Funds. ING
Investments determines the mix of Underlying Funds and sets the appropriate
Target Allocations and ranges for investments in those Underlying Funds.

Periodically, based upon a variety of quantitative and qualitative factors, ING
Investments uses economic and statistical methods to recommend the optimal
Target Allocations and ranges for the Fund, the resulting allocations to the
Underlying Funds, and whether any Underlying Funds should be added or removed
from the mix.

The factors considered may include the following:

(i)        the investment objective of the Fund and each of the Underlying
           Funds;

(ii)       economic and market forecasts;

(iii)      proprietary and third-party reports and analyses;

(iv)       the risk/return characteristics, relative performance, and
           volatility of Underlying Funds; and

(v)        the correlation and covariance among Underlying Funds.

As market prices of the Underlying Funds' portfolio securities change, the
Fund's actual allocations will vary somewhat from the Target Allocations,
although the percentages generally will remain within an acceptable range of
the Target Allocation percentages. If changes are made as described above,
those changes will be reflected in the Prospectus. However, it may take some
time to fully implement the changes. ING Investments will implement the changes
over a reasonable period of time while seeking to minimize disruptive effects
and added costs to the Fund and the Underlying Funds.

ING Investments intends to rebalance the Fund on at least a quarterly basis,
but may rebalance more frequently as deemed appropriate, to attain the Target
Allocation investment allocations. When the Fund receives new investment
proceeds or redemption requests, depending on the Fund's current cash reserves,
ING Investments may determine to purchase additional shares or redeem shares of
Underlying Funds. In making those purchases or redemptions, ING Investments
will attempt to rebalance the Fund's holdings of Underlying Funds to bring them
more closely in line with the Fund's Target Allocations. If ING Investments
believes it is in the best interests of the Fund and its shareholders, to
deviate from the Target Allocations, it may rebalance more frequently than
quarterly, limit the degree of rebalancing or avoid rebalancing altogether,
pending further analysis and more favorable market conditions.


INVESTMENT OBJECTIVES, MAIN INVESTMENTS AND RISKS OF THE UNDERLYING FUNDS


The Fund seeks to meet its investment objective by allocating its assets among
the Underlying Funds. Because the Fund invests in the Underlying Funds,
shareholders will be affected by the investment strategies of each Underlying
Fund. Information is provided below on each Underlying Fund, including its
investment objective, main investments, main risks, investment adviser, and
sub-adviser. This information is intended to provide potential investors in the
Fund with information that they may find useful in understanding the investment
history and risks of the Underlying Funds. Please refer to the section entitled
"More Information About Risks" for an expanded discussion of the risks listed
below for a particular Underlying Fund.


You should note that over time the Fund will alter its allocation of assets
among the Underlying Funds, and may add or delete Underlying Funds that are
considered for investment. Therefore, it is not possible to predict the extent
to which the Fund will be invested in each Underlying Fund at any one time. As
a result, the degree to which the Fund may be subject to the risks of a
particular Underlying Fund will depend on the extent to which the Fund has
invested in the Underlying Fund.



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                          If you have any questions, please call 1-800-992-0180.

                                  More Information on Investment Strategies    7

MORE INFORMATION ON INVESTMENT STRATEGIES
--------------------------------------------------------------------------------

         DESCRIPTION OF THE INVESTMENT OBJECTIVES, MAIN INVESTMENTS AND
                         RISKS OF THE UNDERLYING FUNDS




                                        UNDERLYING       INVESTMENT
   INVESTMENT ADVISER/SUB-ADVISER          FUND          OBJECTIVE
INVESTMENT ADVISER:                  ING Emerging     Maximum
ING Investments, LLC                 Countries Fund   long-term
                                                      capital
SUB-ADVISER:                                          appreciation.
Brandes Investment Partners, L.P.
("Brandes")

INVESTMENT ADVISER:                  ING Foreign      Long-term
ING Investments, LLC                 Fund             growth of
                                                      capital.
SUB-ADVISER:
Julius Baer Investment Management
LLC ("Julius Baer")



   INVESTMENT ADVISER/SUB-ADVISER               MAIN INVESTMENTS                        MAIN RISKS
INVESTMENT ADVISER:                  Invests at least 80% of its assets    Convertible securities risk,
ING Investments, LLC                 in securities of issuers located in   emerging markets investments
                                     a number of different countries       risk, foreign investing risk,
SUB-ADVISER:                         with emerging securities              inability to sell securities risk,
Brandes Investment Partners, L.P.    markets. The Fund may invest in       investments in small- and mid-
("Brandes")                          large-, mid- and small-sized          capitalization companies risk,
                                     companies. The Fund holds             market trends risk, other
                                     common stocks, preferred stocks,      investment companies risk,
                                     American, European and Global         portfolio turnover risk, price
                                     depositary receipts and               volatility risk, securities lending
                                     convertible securities. The Fund      risk, and value investing risk.
                                     will typically invest, at the time
                                     of purchase, up to the greater of
                                     either: (1) 20% of total Fund
                                     assets in any particular country
                                     or industry at the time of
                                     purchase, or (2) 150% of the
                                     weighting of such country or
                                     industry as represented in the
                                     Morgan Stanley Capital
                                     International Emerging Markets
                                     Index at the time of purchase.
                                     The Fund may invest in other
                                     investment companies.

INVESTMENT ADVISER:                  Invests at least 80% of its assets    Convertible and debt securities
ING Investments, LLC                 in international equity securities    risk, derivatives risk, emerging
                                     tied economically to countries        markets investments risks,
SUB-ADVISER:                         outside the United States. The        foreign investing risk, high-yield,
Julius Baer Investment Management    equity securities in which the        lower-grade debt securities risk,
LLC ("Julius Baer")                  Fund may invest include common        inability to sell securities risk,
                                     and preferred stock, American,        investments in small- and mid-
                                     European and Global depositary        capitalization companies risk,
                                     receipts, convertible securities,     other investment companies risk,
                                     rights, warrants and other            price volatility risk, securities
                                     investment companies, including       lending risk and value investing
                                     exchange-traded funds. The            risk.
                                     Fund normally has a bias towards
                                     larger companies (those with
                                     market capitalizations of $10
                                     billion or greater), but also may
                                     invest in smaller companies. It
                                     may invest in emerging markets
                                     countries but presently intends
                                     to invest no more than 35% in
                                     such securities. It may also invest
                                     in debt securities of U.S. or
                                     foreign issuers of any maturity
                                     including up to 10% in high risk
                                     and high-yield, non-investment
                                     grade instruments. It may invest
                                     in derivatives such as futures,
                                     options and swaps, and warrants
                                     for hedging purposes and to
                                     maintain liquidity or increase
                                     total return.


8  More Information on Investment Strategies

  MORE INFORMATION ON INVESTMENT STRATEGIES
--------------------------------------------------------------------



                                         UNDERLYING            INVESTMENT
   INVESTMENT ADVISER/SUB-ADVISER           FUND               OBJECTIVE
INVESTMENT ADVISER:                  ING Index Plus    Outperform
ING Investments, LLC                 International     the total return
                                     Equity Fund       performance of
SUB-ADVISER:                                           the Morgan
ING Investment Management                              Stanley Capital
Advisors B.V. ("IIMA")                                 International
                                                       Europe,
                                                       Australasia and
                                                       Far East(Reg. TM) Index
                                                       ("MSCI EAFE(Reg. TM)
                                                       Index") while
                                                       maintaining a
                                                       market level of
                                                       risk.

INVESTMENT ADVISER:                  ING               Capital
ING Investments, LLC                 International     appreciation.
                                     Capital
SUB-ADVISER:                         Appreciation
Hansberger Global Investors, Inc.    Fund
("HGI")

INVESTMENT ADVISER:                  ING               Growth of
ING Investments, LLC                 International     capital with
                                     Equity Dividend   dividend
SUB-ADVISER:                         Fund              income as a
ING Investment Management                              secondary
Advisors B.V. ("IIMA")                                 consideration.

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If you have any questions, please call 1-800-992-0180.



   INVESTMENT ADVISER/SUB-ADVISER               MAIN INVESTMENTS                            MAIN RISKS
INVESTMENT ADVISER:                  Invests at least 80% of its assets     Convertible securities risk,
ING Investments, LLC                 in stocks included in the MSCI         derivatives risk, foreign investing
                                     EAFE(Reg. TM) Index, exchange-traded   risk, inability to sell securities risk,
SUB-ADVISER:                         funds and derivatives (including       investments in small- and mid-
ING Investment Management            futures and options) whose             capitalization companies risk,
Advisors B.V. ("IIMA")               economic returns are similar to        management risk, other
                                     the MSCI EAFE(Reg. TM) Index or its    investment companies risk,
                                     components. It may also invest in      portfolio turnover risk, price
                                     securities that are convertible        volatility risk, and securities
                                     into common stocks included in         lending risk.
                                     the MSCI EAFE(Reg. TM) Index. At any
                                     one time, the Fund holds
                                     between 300 and 400 of the
                                     stocks included in the MSCI
                                     EAFE(Reg. TM) Index.

INVESTMENT ADVISER:                  Invests at least 65% of its assets     Convertible and debt securities
ING Investments, LLC                 in equity securities of companies      risk, emerging markets
                                     located in a number of different       investment risk, foreign investing
SUB-ADVISER:                         countries, other than the U.S. It      risk, inability to sell securities risk,
Hansberger Global Investors, Inc.    may invest in companies of any         investments in small- and mid-
("HGI")                              size. It primarily invests in          capitalization companies risk,
                                     established foreign securities         other investment companies risk,
                                     markets, although it may invest        portfolio turnover risk, price
                                     in emerging market countries or        volatility risk and securities
                                     developing countries as well.          lending risk.
                                     These securities include common
                                     and preferred stocks, as well as
                                     convertible into common stock. It
                                     may invest in American,
                                     European and Global depositary
                                     receipts, as well as certain fixed-
                                     income securities. It invests a
                                     substantial amount of its assets
                                     in foreign investments which are
                                     denominated in other currencies
                                     besides the U.S. dollar and can
                                     be affected by fluctuations in
                                     exchange rates. The Fund may
                                     invest in other investment
                                     companies.

INVESTMENT ADVISER:                  Invests at least 80% of its net        Convertible securities risk,
ING Investments, LLC                 assets in a portfolio of equity        emerging markets investments
                                     securities of dividend paying          risk, foreign securities risk,
SUB-ADVISER:                         companies. At least 65% of the         inability to sell securities risk,
ING Investment Management            net assets of the Fund will            lending portfolio securities risk,
Advisors B.V. ("IIMA")               normally be invested in equity         market trend risk, other
                                     securities of issuers located in a     investment companies risk, price
                                     number of different countries,         volatility risk and small- and mid-
                                     other than the U.S., and at least      capitalization companies risk.
                                     75% of its net assets will
                                     normally be invested in common
                                     and preferred stocks, warrants
                                     and convertible securities. The
                                     Fund may invest in companies of
                                     any size. The Fund may invest in
                                     companies located in countries
                                     with emerging securities markets
                                     when the Sub-Adviser believes
                                     they present attractive
                                     investment opportunities. The
                                     Fund may invest in other
                                     investment companies.

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If you have any questions, please call 1-800-992-0180.


                                               More Information on Investment
Strategies  9

MORE INFORMATION ON INVESTMENT STRATEGIES
--------------------------------------------------------------------------------



                                           UNDERLYING        INVESTMENT
    INVESTMENT ADVISER/SUB-ADVISER            FUND           OBJECTIVE
INVESTMENT ADVISER:                    ING                High total
ING Investments, LLC                   International      return.
                                       Real Estate Fund
SUB-ADVISER:
ING Clarion Real Estate Securities,
L.P. ("ING CRES")

INVESTMENT ADVISER:                    ING                Maximum
ING Investments, LLC                   International      long-term
                                       SmallCap Multi-    capital
SUB-ADVISER:                           Manager Fund       appreciation.
Acadian Asset Management LLC
("Acadian")

Batterymarch Financial
Management, Inc. ("Batterymarch")

Schroder Investment Management
North America Inc. ("Schroders")



    INVESTMENT ADVISER/SUB-ADVISER                MAIN INVESTMENTS                           MAIN RISKS
INVESTMENT ADVISER:                    Invests at least 80% of its assets    Emerging markets investment
ING Investments, LLC                   in a portfolio of equity securities   risk, foreign investing risk,
                                       of companies that are principally     inability to sell securities risk,
SUB-ADVISER:                           engaged in the real estate            industry concentration risk,
ING Clarion Real Estate Securities,    industry. At least 65% of the         market trends risk, non-
L.P. ("ING CRES")                      Fund's assets will normally be        diversification risk, other
                                       invested in companies located in      investment companies risk,
                                       a number of different countries,      portfolio turnover risk, price
                                       other than the U.S. These             volatility risk, real estate risk, and
                                       companies may have investments        securities lending risk.
                                       that provide exposure to the U.S.
                                       real estate industry. The Fund
                                       expects these investments to be
                                       in stocks of large-, mid- and
                                       small-sized companies, including
                                       Real Estate Investment Trusts.
                                       The Fund may invest in countries
                                       with emerging securities
                                       markets. The Fund may invest in
                                       other investment companies.

INVESTMENT ADVISER:                    Invests at least 80% of its assets    Convertible securities risk,
ING Investments, LLC                   in securities of small market         derivatives risk, emerging
                                       capitalization companies              markets investments risk, foreign
SUB-ADVISER:                           (defined as those companies that      investing risk, growth investing
Acadian Asset Management LLC           have a market capitalization, at      risk, inability to sell securities risk,
("Acadian")                            the time of purchase, of up to $5     market trends risk, other
                                       billion). At least 65% of assets      investment companies risk,
Batterymarch Financial                 will normally be invested in          portfolio turnover risk, price
                                       companies located outside the         volatility risk, securities lending
Management, Inc. ("Batterymarch")                                            risk, small-sized companies risk,
                                                                             and value investing risk.

Schroder Investment Management         United States. It may invest up to
North America Inc. ("Schroders")       35% of assets in U.S. issuers.
                                       Invests primarily in common
                                       stocks or securities convertible
                                       into common stock of
                                       international issuers, but may
                                       invest from time to time in such
                                       instruments as forward currency
                                       contracts; futures contracts;
                                       other investment companies,
                                       including exchange-traded
                                       funds, rights, and American and
                                       Global depositary receipts. It may
                                       invest in companies located in
                                       countries with emerging
                                       securities markets.


10  More Information on Investment Strategies

  MORE INFORMATION ON INVESTMENT STRATEGIES
--------------------------------------------------------------------



                                       UNDERLYING      INVESTMENT
   INVESTMENT ADVISER/SUB-ADVISER         FUND         OBJECTIVE
INVESTMENT ADVISER:                 ING             Long-term
ING Investments, LLC                International   capital
                                    Value Choice    appreciation.
SUB-ADVISER:                        Fund
Tradewinds Global Investors, LLC
("Tradewinds")



   INVESTMENT ADVISER/SUB-ADVISER             MAIN INVESTMENTS                       MAIN RISKS
INVESTMENT ADVISER:                 Invests at least 65% of its assets   Convertible securities risk,
ING Investments, LLC                in equity securities of issuers      derivatives risk, emerging
                                    located in a number of different     markets investments risk, foreign
SUB-ADVISER:                        countries outside the U.S.           investing risk, inability to sell
Tradewinds Global Investors, LLC    Generally invests at least 80% of    securities risk, investments in
("Tradewinds")                      its total assets in common and       small- and mid- capitalization
                                    preferred equities, American,        companies risk, market trends
                                    European and Global depositary       risk, other investment companies
                                    receipts, derivatives and            risk, price volatility risk, Rule
                                    convertible securities. It may       144A securities risk, securities
                                    invest up to 20% of its assets in    lending risk, and value investing
                                    companies located in countries       risk.
                                    with emerging securities
                                    markets. It may invest in
                                    companies with any market
                                    capitalization. The Fund may
                                    invest up to 10% in Rule 144A
                                    securities. The Fund may invest in
                                    other investment companies.




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                                   More Information on Investment Strategies  11

SHAREHOLDER GUIDE                         CHOOSING A SHARE CLASS
--------------------------------------------------------------------------------

ING PURCHASE OPTIONS

You may select from up to six separate classes of shares. Class A, Class B,
Class C, Class I, Class R and Class W shares. Class I, Class R and Class W
shares are not offered in this Prospectus.



CLASS A

o  Front-end sales charge, as described later in this section.

o  Distribution and service (12b-1) fees of 0.25%.


CLASS B

o  No front-end sales charge; all your money goes to work for you right away.

o  Distribution and service (12b-1) fees of 1.00%.

o  A contingent deferred sales charge ("CDSC"), as described later in this
   section.

o  Automatic conversion to Class A shares after eight years, thus reducing
   future annual expenses.


CLASS C

o  No front-end sales charge; all your money goes to work for you right away.

o  Distribution and service (12b-1) fees of 1.00%.

o  A 1.00% CDSC on shares sold within one year of purchase.

o  No automatic conversion to Class A shares, so annual expenses continue at
   the Class C level throughout the life of your investment.

When choosing between classes, you should carefully consider:

o  How long you plan to hold shares of the Fund;

o  The amount of your investment;

o  The expenses you'll pay for each class including ongoing annual expenses
   along with the initial sales charge or the CDSC; and

o  Whether you qualify for any sales charge discounts.

The relative impact of the initial sales charge and ongoing annual expenses
will depend on the length of time a share is held. Higher distribution fees
mean a higher expense ratio, so Class B shares and Class C shares pay
correspondingly lower dividends and may have a lower net asset value ("NAV")
than Class A shares.

Class B shares and Class C shares are not intended for purchase in excess of
$100,000 and $1,000,000, respectively. Purchase orders from an individual
investor for Class B shares in excess of $100,000 and for Class C shares in
excess of $1,000,000 will be declined.

Because the Fund may not be able to identify an individual investor's trading
activities when investing through omnibus account arrangements, you and/or your
investment professional are responsible for ensuring that your investment in
Class B shares does not exceed the maximum of $100,000 and your investment in
Class C shares does not exceed $1,000,000. The Fund cannot ensure that the Fund
will identify purchase orders that would cause your investment in Class B
shares or Class C shares to exceed the maximum allowed amount. When investing
through such arrangements, you and/or your investment professional should be
diligent in determining that you have selected the appropriate share class for
you.


You and/or your investment professional also should take care to assure that
you are receiving any sales charge reductions or other benefits to which you
may be entitled. As an example, as is discussed below, you may be able to
reduce a Class A sales charge payable by aggregating purchases to achieve
breakpoint discounts. The Fund uses the net amount invested when determining
whether a shareholder has reached the required investment amount in order to be
eligible for a breakpoint discount. In order to ensure that you are receiving
any applicable sales charge reduction, it may be necessary for you to inform
the Fund or your financial intermediary of the existence of other accounts that
may be eligible to be aggregated. The SAI discusses specific classes of
investors who may be eligible for a reduced sales charge. In addition, more
information regarding sales charges and applicable breakpoints may be found on
the Fund's website by going to www.ingfunds.com, clicking on the "Forms &
Literature" link, and then using the "Shareholder Guides" link found under the
"Prospectuses & Reports" section and selecting the appropriate Fund link.
Finally, there are classes that are not available in this Prospectus that may
be more appropriate for you. Please review the disclosure about all of the
available Fund classes carefully. Before investing, you should discuss which
share class may be right for you with your investment professional and review
the prospectus for that share class.



DISTRIBUTION AND SHAREHOLDER SERVICE FEES

To pay for the cost of promoting the Fund and servicing your shareholder
account, each class of the Fund has adopted a Rule 12b-1 plan which requires
fees to be paid out of the assets of each class. Over time the fees will
increase your cost of investing and may exceed the cost of paying other types
of sales charges.


HOW WE COMPENSATE INTERMEDIARIES FOR SELLING ING MUTUAL FUNDS

ING mutual funds are distributed by ING Funds Distributor, LLC ("Distributor").
The Distributor is a broker-dealer that is licensed to sell securities. The
Distributor generally does not sell directly to the public but sells and
markets its products through intermediaries such as other broker-dealers. Each
ING mutual fund also has an investment adviser ("Adviser") which is responsible
for managing the money invested in each of the mutual funds. Both of these
entities (collectively, "ING") may compensate an intermediary for selling ING
mutual funds.

Only persons licensed with the Financial Industry Regulatory Authority
("FINRA") as a registered representative (often referred to as a broker or
financial advisor) and associated with a specific broker-dealer may sell an ING
mutual fund to you. The


12    Shareholder Guide

CHOOSING A SHARE CLASS                                        SHAREHOLDER GUIDE
--------------------------------------------------------------------


Distributor has agreements in place with each of these broker-dealers defining
specifically what those broker-dealers will be paid for the sale of a
particular ING mutual fund. Those broker-dealers then pay the registered
representative who sold you the mutual fund some or all of what they receive
from ING. They may receive a payment when the sale is made and can, in some
cases, continue to receive payments while you are invested in the mutual fund.

The Fund's Adviser or Distributor, out of its own resources and without
additional cost to the Fund or its shareholders, may provide additional cash or
non-cash compensation to intermediaries selling shares of the Fund including
affiliates of the Adviser and the Distributor. These amounts would be in
addition to the distribution payments made by the Fund under the distribution
agreements. The payments made under these arrangements are paid by the Adviser
or the Distributor. Additionally, if a fund is not sub-advised or is
sub-advised by an ING entity, ING may retain more revenue than on those funds
it must pay to have sub-advised by non-affiliated entities. Management
personnel of ING may receive additional compensation if the overall amount of
investments in funds advised by ING meets certain target levels or increases
over time.

The Distributor may pay, from its own resources, additional fees to these
broker-dealers or other financial institutions including affiliated entities.
These additional fees paid to intermediaries may take the following forms: (1)
a percentage of that entity's customer assets invested in ING mutual funds; (2)
as a percentage of that entity's gross sales; or (3) some combination of these
payments. These payments may, depending on the broker-dealer's satisfaction of
the required conditions, be periodic and may be up to: (1) 0.30% per annum of
the value of the Fund's shares held by the broker-dealer's customers; or (2)
0.20% of the value of the Fund's shares sold by the broker-dealer during a
particular period. In accordance with these practices, if that initial
investment averages a value of $10,000 over the year, the Distributor could pay
a maximum of $30 on those assets. If you invested $10,000, the Distributor
could pay a maximum of $20 for that sale.

The Fund's Adviser or Distributor may provide additional cash or non-cash
compensation to third parties selling our mutual funds including affiliated
companies. This may take the form of cash incentives and non-cash compensation
and may include, but is not limited to: cash; merchandise; trips; occasional
entertainment; meals or tickets to a sporting event; client appreciation
events; payment for travel expenses (including meals and lodging) to
pre-approved training and education seminars; and payment for advertising and
sales campaigns. The Distributor may also pay concessions in addition to those
described above to broker-dealers so that ING mutual funds are made available
by those broker-dealers for their customers. The Sub-Adviser of the Fund may
contribute to non-cash compensation arrangements.

Not all mutual funds pay the same amount to the broker-dealers who sell their
mutual funds. Broker-dealers can receive different payments based on the mutual
funds they offer, the companies with whom they are doing business, and how much
they sell. What these broker-dealers are paid also varies depending on the
class of mutual fund you purchase.

The top 25 firms we paid to sell our mutual funds, as of the end of the last
calendar year are: A.G. Edwards & Sons, Inc.; Bear Stearns Securities Corp;
Charles Schwab & Co; Citigroup Global Markets; Directed Services LLC; Financial
Network Investment; First Clearing, LLC; H&R Block Financial Advisors; ING
DIRECT Securities, Inc.; ING Financial Advisors; ING Life Insurance and Annuity
Company; Linsco Private Ledger Financial; Merrill Lynch; MS & Co. ("Morgan
Stanley"); Multi Financial Securities; National Financial Services Corp;
Oppenheimer & Co.; Pershing, LLC; Primevest Financial Services, Inc.;
Prudential Investment Management Services; Raymond James Financial Services;
RBC Dain Rauscher, Inc.; UBS Financial Services, Inc.; Wachovia Securities; and
Wells Fargo Investments.

Your registered representative or broker-dealer could have a financial interest
in selling you a particular mutual fund, or the mutual funds of a particular
company, to increase the compensation they receive. Please make sure you read
fully each mutual fund prospectus and discuss any questions you have with your
registered representative.


SALES CHARGE CALCULATION


CLASS A

Class A shares of the Fund are sold subject to the following sales charge:



                                AS A % OF           AS A % OF NET
YOUR INVESTMENT             OFFERING PRICE(1)      AMOUNT INVESTED
 Less than $50,000              5.75                        6.10
 $50,000 - $99,999              4.50                        4.71
 $100,000 - $249,999            3.50                        3.63
 $250,000 - $499,999            2.50                        2.56
 $500,000 - $1,000,000          2.00                        2.04
 $1,000,000 and over                            See below


--------------
(1)   The term "offering price" includes the front-end sales charge.


INVESTMENTS OF $1 MILLION OR MORE. There is no front-end sales charge if you
purchase Class A shares in an amount of $1 million or more. However, except as
described below, the shares will be subject to a CDSC if they are redeemed
within one or two years of purchase, depending on the amount of the purchase,
as follows:


                                               PERIOD DURING WHICH
YOUR INVESTMENT                   CDSC            CDSC APPLIES
 $1,000,000 - $2,499,999            1.00%              2 years
 $2,500,000 - $4,999,999            0.50%               1 year
 $5,000,000 and over                0.25%               1 year


[GRAPHIC APPEARS HERE]




                          If you have any questions, please call 1-800-992-0180.

                                                         Shareholder Guide    13

SHAREHOLDER GUIDE                         CHOOSING A SHARE CLASS
--------------------------------------------------------------------------------

CLASS B AND CLASS C

Class B and Class C shares are offered at their NAV per share without any
initial sales charge. However, you may be charged a CDSC on shares that you
sell within a certain period of time after you bought them. The amount of the
CDSC is based on the lesser of the NAV of the shares at the time of purchase or
redemption. The CDSCs are as follows:


CLASS B DEFERRED SALES CHARGE


                                  CDSC ON SHARES
YEARS AFTER PURCHASE                BEING SOLD
 1st year                                   5.00%
 2nd year                                   4.00%
 3rd year                                   3.00%
 4th year                                   3.00%
 5th year                                   2.00%
 6th year                                   1.00%
 After 6th year                            none

CLASS C DEFERRED SALES CHARGE


                                  CDSC ON SHARES
YEARS AFTER PURCHASE                BEING SOLD
 1st year                                   1.00%
 After 1st year                            none

To keep your CDSC as low as possible, each time you place a request to redeem
shares the Fund will first redeem shares in your account that are not subject
to a CDSC and then will sell shares that have the lowest CDSC.

There is no CDSC on certain shares acquired through the reinvestment of
dividends and capital gains distributions.


SALES CHARGE REDUCTIONS AND WAIVERS

REDUCED OR WAIVED FRONT-END SALES CHARGES. You may reduce the initial sales
charge on a purchase of Class A shares of the Fund by combining multiple
purchases to take advantage of the breakpoints in the sales charge schedules.
You may do this by:

o  LETTER OF INTENT - lets you purchase shares over a 13-month period and pay
   the same sales charge as if the shares had all been purchased at once.

o  RIGHTS OF ACCUMULATION - lets you add the value of shares of any open-end
   ING Fund (excluding ING Money Market Fund and ING Classic Money Market
   Fund) you already own to the amount of your next purchase for purposes of
   calculating the sales charge.

o  COMBINATION PRIVILEGE - shares held by investors in the ING Funds which
   impose a CDSC may be combined with Class A shares for a reduced sales
   charge.

In addition, certain investors may be eligible for special purchases of Class A
shares at NAV. This may be done by:

o  REINSTATEMENT PRIVILEGE - If you sell Class A shares of the Fund (or shares
   of other ING Funds managed by ING Investments, LLC) and reinvest any of the
   proceeds in Class A shares of another ING Fund within 90 days. For
   additional information regarding the reinstatement privilege, contact a
   Shareholder Services Representative, or see the SAI; or

o  PURCHASES BY CERTAIN ACCOUNTS - Class A shares may be purchased at NAV by
   certain fee-based programs offered through selected registered investment
   advisers, broker dealers and other financial intermediaries.

See the Account Application or the SAI for details, or contact your investment
professional or a Shareholder Services Representative for more information.

CDSC WAIVERS. If you notify the Transfer Agent at the time of redemption, the
CDSC for each class will be waived in the following cases:

o  Redemptions following the death or permanent disability of a shareholder if
   made within one year of death or the initial determination of permanent
   disability. The waiver is available only for shares held at the time of
   death or initial determination of permanent disability.

o  For Class B and Class C shares, redemptions pursuant to a Systematic
   Withdrawal Plan, up to a maximum of 12% per year of a shareholder's account
   value based on the value of the account at the time the plan is established
   and annually thereafter, provided all dividends and distributions are
   reinvested and the total redemptions do not exceed 12% annually.

o  Reinvestment of dividends and capital gains distributions.

If you think you may be eligible for a CDSC waiver, contact your investment
professional or a Shareholder Services Representative.

REINSTATEMENT PRIVILEGE. If you sell Class A, Class B or Class C shares of the
Fund, you may be eligible for a full or prorated credit of the CDSC paid on the
sale when you make an investment up to the amount redeemed in the same share
class within 90 days of the eligible sale. Reinstated Class B and Class C
shares will retain their original cost and purchase date for purposes of the
CDSC. This privilege can be used only once per calendar year. If you want to
use the Reinstatement Privilege, contact your investment professional or a
Shareholder Services Representative, or see the SAI for more information.


14    Shareholder Guide

HOW TO PURCHASE SHARES                                        SHAREHOLDER GUIDE
--------------------------------------------------------------------


PURCHASE OF SHARES

The minimum initial investment amounts for the Fund are as follows:

o  Non-retirement accounts: $1,000

o  Retirement accounts: $250

o  Pre-Authorized Investment Plan: $1,000 to open; you must invest at least
   $100 a month.

o  Certain omnibus accounts (accounts of investors who purchase fund shares
   through certain financial intermediaries where the share holdings are held
   in the name of the financial intermediary): $250

There are no investment minimums for any subsequent purchases.

Make your investment using the methods outlined in the table on the right.

The Fund and the Distributor reserve the right to reject any purchase order.
Please note that cash, travelers checks, third-party checks, money orders and
checks drawn on non-U.S. banks (even if payment may be effected through a U.S.
bank) generally will not be accepted. The Fund and the Distributor reserve the
right to waive minimum investment amounts. Waiver of the minimum investment
amount can increase operating expenses of the Fund.The Fund and the Distributor
reserve the right to liquidate sufficient shares to recover annual transfer
agent fees or to close your account and redeem your shares should you fail to
maintain your account value at a minimum of $1,000 ($250 for IRAs).



                               Initial                   Additional
      Method               Investment                  Investment
 BY CONTACTING        An investment               Visit or consult an
 YOUR               professional with an        investment
 INVESTMENT         authorized firm can         professional.
 PROFESSIONAL       help you establish and
                    maintain your account.
 BY MAIL              Visit or consult an         Fill out the Account
                    investment                  Additions form
                    professional. Make          included on the bottom
                    your check payable to       of your account
                    the ING Funds and mail      statement along with
                    it, along with a            your check payable to
                    completed Account           ING Funds and mail
                    Application. Please         them to the address on
                    indicate your               the account statement.
                    investment                  Remember to write
                    professional on the         your account number
                    New Account                 on the check.
                    Application.
 BY WIRE              Call the ING                Wire the funds in the
                    Operations                  same manner described
                    Department at               under "Initial
                    (800) 922-0180              Investment."
                    and select Option 4 to
                    obtain an account
                    number and indicate
                    your investment
                    professional on the
                    account.
                    Instruct your bank to
                    wire funds to the Fund
                    in the care of:
                    State Street Bank
                    and Trust Company
                    ABA # 011000028
                    Boston, MA
                    credit to:
                    __________
                    (the Fund)
                    A/C #75000216; for
                    further credit to
                    Shareholder
                    A/C #
                    __________
                    (A/C # you received
                    over the telephone)
                    Shareholder Name:

                    __________
                    (Your Name Here)
                    After wiring funds
                    you must complete
                    the Account
                    Application and send
                    it to:
                    ING Funds
                    P.O. Box 219368
                    Kansas City, MO
                    64121-9368




[GRAPHIC APPEARS HERE]




                          If you have any questions, please call 1-800-992-0180.

                                                         Shareholder Guide    15

SHAREHOLDER GUIDE                    HOW TO PURCHASE SHARES
--------------------------------------------------------------------------------

CUSTOMER IDENTIFICATION
To help the government fight the funding of terrorism and money laundering
activities, federal law requires all financial institutions to obtain, verify
and record information that identifies each person that opens an account, and
to determine whether such person's name appears on government lists of known or
suspected terrorists and terrorist organizations.


What this means for you: The Fund, the Distributor, or a third-party selling
you the Fund must obtain the following information for each person that opens
an account:


o  Name;


o  Date of birth (for individuals);


o  Physical residential address (although post office boxes are still permitted
   for mailing); and


o  Social security number, taxpayer identification number, or other identifying
   number.


You may also be asked to show your driver's license, passport or other
identifying documents in order to verify your identity. In addition, it may be
necessary to verify your identity by cross-referencing your identification
information with a consumer report or other electronic database. Additional
information may be required to open accounts for corporations and other
non-natural persons.


FEDERAL LAW PROHIBITS THE FUND, THE DISTRIBUTOR AND OTHER FINANCIAL
INSTITUTIONS FROM OPENING ACCOUNTS UNLESS THEY RECEIVE THE MINIMUM IDENTIFYING
INFORMATION LISTED ABOVE. THEY ALSO MAY BE REQUIRED TO CLOSE YOUR ACCOUNT IF
THEY ARE UNABLE TO VERIFY YOUR IDENTITY WITHIN A REASONABLE TIME.


FREQUENT TRADING - MARKET TIMING

The Fund is intended for long-term investment and not as a short-term trading
vehicle. Accordingly, organizations or individuals that use market timing
investment strategies should not purchase shares of the Fund. The Fund reserves
the right, in its sole discretion and without prior notice, to reject, restrict
or refuse purchase orders whether directly or by exchange, including purchase
orders that have been accepted by a shareholder's or retirement plan
participant's intermediary, that the Fund determines not to be in the best
interest of the Fund.

The Fund believes that market timing or frequent, short-term trading in any
account, including a retirement plan account, is not in the best interest of
the Fund or its shareholders. Due to the disruptive nature of this activity, it
can adversely affect the ability of the Adviser to invest assets in an orderly,
long-term manner. Frequent trading can raise Fund expenses through: increased
trading and transaction costs; increased administrative costs; and lost
opportunity costs. This in turn can have an adverse effect on Fund performance.


Because the Underlying Funds invest in foreign securities it may present
greater opportunities for market timers and thus be at a greater risk for
excessive trading. If an event occurring after the close of a foreign market,
but before the time an Underlying Fund computes its current NAV, causes a
change in the price of the foreign security and such price is not reflected in
the Underlying Fund's current NAV, investors may attempt to take advantage of
anticipated price movements in securities held by the Underlying Funds based on
such pricing discrepancies. This is often referred to as "price arbitrage."
Such price arbitrage opportunities may also occur in Underlying Funds which do
not invest in foreign securities. For example, if trading in a security held by
an Underlying Fund is halted and does not resume prior to the time the
Underlying Fund calculates its NAV such "stale pricing" presents an opportunity
for investors to take advantage of the pricing discrepancy. Similarly,
Underlying Funds that hold thinly-traded securities, such as certain
small-capitalization securities, may be exposed to varying levels of pricing
arbitrage. The Underlying Funds have adopted fair valuation policies and
procedures intended to reduce the Underlying Funds' exposure to price
arbitrage, stale pricing and other potential pricing discrepancies. However, to
the extent that an Underlying Fund does not immediately reflect these changes
in market conditions, short-term trading may dilute the value of the Underlying
Funds' shares which negatively affects long-term shareholders.


The Fund and Underlying Funds' Boards of Trustees ("Boards") have adopted
policies and procedures designed to deter frequent, short-term trading in
shares of the Fund and the Underlying Funds. Consistent with this policy, the
Fund and the Underlying Funds monitor trading activity. Shareholders may make
exchanges among their accounts with ING Funds four (4) times each year. All
exchanges occurring on the same day for all accounts (individual, IRA, 401(k),
etc.) beneficially owned by the same shareholder will be treated as a single
transaction. 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 Funds and the Underlying Funds
reserve 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
Fund and the Underlying Funds also reserve the right to modify the frequent
trading-market timing policy at any time without prior notice depending on the
needs of the Fund and the Underlying Funds and/or state or federal regulatory
requirements.


If an activity is identified as problematic after further investigation, the
Fund and the Underlying Funds reserve the right to take any necessary action to
deter such activity. Such action may include, but not be limited to: rejecting
additional purchase orders, whether directly or by exchange; extending
settlement of a redemption up to seven days; rejecting all purchase orders from
broker-dealers or their registered representatives suspected of violating the
Fund and the Underlying Funds' frequent trading policy; or termination of the
selling group agreement or other agreement with broker-dealers or other
financial intermediaries associated with frequent trading.


16    Shareholder Guide

HOW TO PURCHASE SHARES                                        SHAREHOLDER GUIDE
--------------------------------------------------------------------


Although the restrictions described above are designed to discourage frequent,
short-term trading, none of them alone, nor all of them taken together, can
eliminate the possibility that frequent, short-term trading activity in the
Fund and the Underlying Funds will occur. Moreover, in enforcing such
restrictions, the Fund and the Underlying Funds are often required to make
decisions that are inherently subjective. The Fund and the Underlying Funds
strive to make these decisions to the best of their abilities in a manner that
they believe is in the best interest of shareholders.

Shareholders may invest in the Fund and the Underlying Funds through omnibus
account arrangements with financial intermediaries. Omnibus accounts permit
intermediaries to aggregate transactions. Such intermediaries include
broker-dealers, banks, investment advisers, record keepers, retirement plans,
and fee-based accounts such as wrap fee programs. Omnibus accounts generally do
not identify customers' trading activity on an individual basis. The Fund and
the Underlying Funds administrator now has agreements which require such
intermediaries to provide detailed account information, including trading
history, upon request of the Fund and the Underlying Funds.

In some cases, the Fund and the Underlying Funds will rely on the
intermediaries' excessive trading policies and such policies shall define the
trading activity in which the shareholder may engage. This shall be the case
where the Fund and the Underlying Funds are used in certain retirement plans
offered by affiliates. With trading information received as a result of
agreements, the Fund and the Underlying Funds may make a determination that
certain trading activity is harmful to the Funds and their shareholders even if
such activity is not strictly prohibited by the intermediaries' excessive
trading policy. As a result, a shareholder investing directly or indirectly in
the Fund and the Underlying Funds may have their trading privileges suspended
without violating the stated excessive trading policy of the intermediary.

RETIREMENT PLANS

The Fund has available prototype qualified retirement plans for corporations
and for self-employed individuals. They also have available prototype IRA, Roth
IRA and Simple IRA plans (for both individuals and employers), Simplified
Employee Pension Plans, Pension and Profit Sharing Plans and Tax Sheltered
Retirement Plans for employees of public educational institutions and certain
non-profit, tax-exempt organizations. State Street Bank and Trust Company
("SSB") acts as the custodian under these plans. For further information,
contact a Shareholder Services Representative at (800) 992-0180. SSB currently
receives a $12 custodial fee annually for the maintenance of such accounts.



[GRAPHIC APPEARS HERE]




                          If you have any questions, please call 1-800-992-0180.

                                                         Shareholder Guide    17

SHAREHOLDER GUIDE                        HOW TO REDEEM SHARES
--------------------------------------------------------------------------------

You may redeem shares by using the methods outlined in the table on the right.

Under unusual circumstances, the Fund may suspend the right of redemption as
allowed by federal securities laws.


SYSTEMATIC WITHDRAWAL PLAN

You may elect to make periodic withdrawals from your account on a regular
basis.

o  Your account must have a current value of at least $10,000.

o  Minimum withdrawal amount is $100.

o  You may choose from monthly, quarterly, semi-annual or annual payments.

For additional information, contact a Shareholder Services Representative, or
refer to the Account Application or the SAI.


PAYMENTS

Normally, payment for shares redeemed will be made within three days after
receipt by the Transfer Agent of a written request in good order. The Fund has
the right to take up to seven days to pay your redemption proceeds, and may
postpone payment longer in the event of an economic emergency as determined by
the SEC. When you place a request to redeem shares for which the purchase money
has not yet been collected, the request will be executed at the next determined
NAV, but the Fund will not release the proceeds until your purchase payment
clears. This may take up to 15 days or more. To reduce such delay, purchases
should be made by bank wire or federal funds.

The Fund normally intends to pay in cash for all shares redeemed, but under
abnormal conditions that make payment in cash unwise, the Fund may make payment
wholly or partly in securities at their then current market value equal to the
redemption price. In such case, the Fund could elect to make payment in
securities for redemptions in excess of $250,000 or 1% of its net assets during
any 90-day period for any one shareholder. An investor may incur brokerage
costs in converting such securities to cash.


             Method                                 Procedures
 BY CONTACTING YOUR            You may redeem shares by contacting your
 INVESTMENT PROFESSIONAL      investment professional. Investment
                              professionals may charge for their services
                              in connection with your redemption
                              request but neither the Fund nor the
                              Distributor imposes any such charge.
 BY MAIL                       Send a written request specifying the Fund
                              name and share class, your account
                              number, the name(s) in which the account
                              is registered, and the dollar value or
                              number of shares you wish to redeem to:
                              ING Funds
                              P.O. Box 219368
                              Kansas City, MO 64121-9368
                              If certificated shares have been issued, the
                              certificate must accompany the written
                              request. Corporate investors and other
                              associations must have an appropriate
                              certification on file authorizing
                              redemptions. A suggested form of such
                              certification is provided on the Account
                              Application. A signature guarantee may be
                              required.
 BY TELEPHONE -                You may redeem shares by telephone on
 EXPEDITED REDEMPTION         all accounts other than retirement
                              accounts unless you check the box on the
                              Account Application which signifies that
                              you do not wish to use telephone
                              redemptions. To redeem by telephone, call
                              the Shareholder Services Representative at
                              (800) 992-0180.
                              RECEIVING PROCEEDS BY CHECK:
                              You may have redemption proceeds (up to
                              a maximum of $100,000) mailed to an
                              address which has been on record with ING
                              Funds for at least 30 days.
                              RECEIVING PROCEEDS BY WIRE:
                              You may have redemption proceeds
                              (subject to a minimum of $5,000) wired to
                              your pre-designated bank account. You will
                              not be able to receive redemption
                              proceeds by wire unless you check the box
                              on the Account Application which signifies
                              that you wish to receive redemption
                              proceeds by wire and attach a voided
                              check. Under normal circumstances,
                              proceeds will be transmitted to your bank
                              on the business day following receipt of
                              your instructions provided redemptions
                              may be made. In the event that share
                              certificates have been issued, you may not
                              request a wire redemption by telephone.


18    Shareholder Guide

TRANSACTION POLICIES                                          SHAREHOLDER GUIDE
--------------------------------------------------------------------


NET ASSET VALUE

The NAV per share for each class of the Fund is determined each business day as
of the close of regular trading ("Market Close") on the New York Stock Exchange
("NYSE") (normally 4:00 p.m. Eastern time unless otherwise designated by the
NYSE). The Fund is open for business every day the NYSE is open. The NYSE is
closed on all weekends and on all national holidays and Good Friday. Fund
shares will not be priced on those days. The NAV per share of each class of the
Fund is calculated by taking the value of the Fund's assets attributable to
that class, subtracting the Fund's liabilities attributable to that class, and
dividing by the number of shares of that class that are outstanding.

The NAV of the Fund is based upon the NAVs of the Underlying Funds. In general,
assets of the Underlying Funds are valued based on actual or estimated market
value, with special provisions for assets not having readily available market
quotations and short-term debt securities, and for situations where market
quotations are deemed unreliable. Investments in securities maturing in 60 days
or less are valued at amortized cost, which, when combined with accrued
interest, approximates market value. Securities prices may be obtained from
automated pricing services. Shares of investment companies held by the
Underlying Funds will generally be valued at the latest NAV reported by those
investment companies. The prospectuses for those investment companies explain
the circumstances under which they will use fair value pricing and the effects
of using fair value pricing.


Trading of foreign securities may not take place every day the NYSE is open.
Also, trading in some foreign markets and on some electronic trading networks
may occur on weekends or holidays when the Fund's or an Underlying Fund's NAV
is not calculated. As a result, the NAV of the Fund may change on days when
shareholders will not be able to purchase or redeem the Fund's shares.


When market quotations are not available or are deemed unreliable, a
sub-adviser to an Underlying Fund will use a fair value for the security that
is determined in accordance with procedures adopted by an Underlying Fund's
Board. The types of securities for which such fair value pricing might be
required include, but are not limited to:

o  Foreign securities, where a foreign security whose value at the close of the
   foreign market on which it principally trades likely would have changed by
   the time of the close of the NYSE, or the closing value is otherwise deemed
   unreliable;

o  Securities of an issuer that has entered into a restructuring;

o  Securities whose trading has been halted or suspended;

o  Fixed-income securities that have gone into default and for which there are
   no current market value quotations; and

o  Securities that are restricted as to transfer or resale.

Each Underlying Fund's Adviser or sub-adviser may rely on the recommendations
of a fair value pricing service approved by an Underlying Fund's Board in
valuing foreign securities. Valuing securities at fair value involves greater
reliance on judgment than valuing securities that have readily available market
quotations. The Adviser makes such determinations in good faith in accordance
with procedures adopted by an Underlying Fund's Board. Fair value
determinations can also involve reliance on quantitative models employed by a
fair value pricing service. There can be no assurance that an Underlying Fund
could obtain the fair value assigned to a security if it were to sell the
security at approximately the time at which an Underlying Fund determines its
NAV per share. Please refer to the prospectus for each Underlying Fund for an
explanation of the circumstances under which an Underlying Fund will use fair
pricing and the effect of fair pricing.


PRICE OF SHARES

When you buy shares, you pay the NAV plus any applicable sales charge. When you
sell shares, you receive the NAV minus any applicable CDSC. Exchange orders are
effected at NAV.


EXECUTION OF REQUESTS

Purchase and sale requests are executed at the next NAV determined after the
order is received in proper form by the Transfer Agent or the Distributor. A
purchase order will be deemed to be in proper form when all of the required
steps set forth above under "How to Purchase Shares" have been completed. If
you purchase by wire, however, the order will be deemed to be in proper form
after the telephone notification and the federal funds wire have been received.
If you purchase by wire, you must submit an application form in a timely
fashion. If an order or payment by wire is received after Market Close, the
shares will not be credited until the next business day. For your transaction
to be counted on the day you place your order with your broker-dealer or other
financial institution, they must receive your order before Market Close and
promptly transmit the order to the Transfer Agent or the Distributor.


You will receive a confirmation of each new transaction in your account, which
also will show you the number of Fund shares you own including the number of
shares being held in safekeeping by the Transfer Agent for your account. You
may rely on these confirmations in lieu of certificates as evidence of your
ownership.



TELEPHONE ORDERS

The Fund and its Transfer Agent will not be responsible for the authenticity of
phone instructions or losses, if any, resulting from unauthorized shareholder
transactions if they reasonably believe that such instructions were genuine.
The Fund and its Transfer Agent have established reasonable procedures to
confirm that instructions communicated by telephone are genuine. These
procedures include recording telephone instructions for exchanges and expedited
redemptions, requiring the caller to give certain specific identifying
information, and providing written confirmation to shareholders of record not
later than five days following any such telephone transactions. If the Fund and




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                                                         Shareholder Guide    19

SHAREHOLDER GUIDE                                TRANSACTION POLICIES
--------------------------------------------------------------------------------

its Transfer Agent do not employ these procedures, they may be liable for any
losses due to unauthorized or fraudulent telephone instructions.


EXCHANGES

You may exchange shares of the Fund for shares of the same class of any other
ING Fund, except for ING Corporate Leaders Trust Fund, without paying any
additional sales charge. However, for Class A shares of ING Money Market Fund
and ING Classic Money Market Fund, for which no sales charge was paid, you must
pay the applicable sales load on an exchange into Class A shares of another
Fund. Shares subject to a CDSC will continue to age from the date that the
original shares were purchased. If you exchange shares of a Fund that at the
time you acquired the shares was a Nicholas-Applegate Mutual Fund, the shares
you receive on the exchange will be subject to the current CDSC structure and
conversion rights of the Fund being acquired, although the shares will continue
to age for CDSC and conversion purposes from the date the original shares were
acquired.

The total value of shares being exchanged must at least equal the minimum
investment requirement of the Fund into which they are being exchanged.
Exchanges of shares are sales and may result in a gain or loss for federal and
state income tax purposes.

If you exchange into ING Senior Income Fund, your ability to sell or liquidate
your investment will be limited. ING Senior Income Fund is a closed-end
interval fund and does not redeem its shares on a daily basis. It is not
expected that a secondary market for ING Senior Income Fund's shares will
develop, so you will not be able to sell them through a broker or other
investment professional. To provide a measure of liquidity, ING Senior Income
Fund will normally make monthly repurchase offers for not less than 5% of its
outstanding common shares. If more than 5% of ING Senior Income Fund's common
shares are tendered, you may not be able to completely liquidate your holdings
in any one month. You also would not have liquidity between these monthly
repurchase dates. Investors exercising the exchange privilege into ING Senior
Income Fund should carefully review the prospectus of that fund. Investors may
obtain a copy of the ING Senior Income Fund prospectus or any other ING Fund
prospectus by calling (800) 992-0180 or by going to www.ingfunds.com.

In addition to the Fund available in this Prospectus, the Distributor offers
many other funds. Shareholders exercising the exchange privilege with any other
ING Fund should carefully review the prospectus of that fund before exchanging
their shares. For a list of the other funds offered by the Distributor, please
see the inside back cover of this Prospectus. Investors may obtain a copy of a
prospectus of any ING Fund not discussed in this Prospectus by calling (800)
992-0180 or by going to www.ingfunds.com.

You will automatically have the ability to request an exchange by calling a
Shareholder Services Representative unless you mark the box on the Account
Application that indicates that you do not wish to have the telephone exchange
privilege. The Fund may change or cancel its exchange policies at any time,
upon 60 days' prior written notice to shareholders.


CDSC ON EXCHANGES INTO ING SENIOR INCOME FUND

You are not required to pay an applicable CDSC upon an exchange from the Fund
described in this Prospectus into ING Senior Income Fund. However, if you
exchange into ING Senior Income Fund and subsequently offer your common shares
for repurchase by that fund, the Fund's CDSC will apply. After an exchange into
ING Senior Income Fund, the time period for application of the CDSC will be
based on the first date you acquired your shares in the ING Fund.


SYSTEMATIC EXCHANGE PRIVILEGE

With an initial account balance of at least $5,000 and subject to the
information and limitations outlined above, you may elect to have a specified
dollar amount of shares systematically exchanged, monthly, quarterly,
semi-annually or annually (on or about the 10th of the applicable month), from
your account to an identically registered account in the same class of any
other open-end ING Fund, except for ING Corporate Leaders Trust Fund. This
exchange privilege may be modified at any time or terminated upon 60 days'
prior written notice to shareholders.


SMALL ACCOUNTS

Due to the relatively high cost of handling small investments, the Fund
reserves the right upon 30 days' prior written notice to redeem, at NAV (less
any applicable deferred sales charge), the shares of any shareholder whose
account (except for IRAs) has a total value that is less than the Fund minimum.
Before the Fund redeems such shares and sends the proceeds to the shareholder,
it will notify the shareholder that the value of the shares in the account is
less than the minimum amount allowed and will allow the shareholder 30 days to
make an additional investment in an amount that will increase the value of the
account to the minimum before the redemption is processed. Your account will
not be closed if its drop in value is due to Fund performance.


ACCOUNT ACCESS

Unless your Fund shares are held through a third-party fiduciary or in an
omnibus registration at your bank or brokerage firm, you may be able to access
your account information over the internet at www.ingfunds.com, or via a touch
tone telephone by calling (800) 992-0180 and selecting Option 1. Should you
wish to speak with a Shareholder Services Representative, you may call the
toll-free number listed above and select Option 2.


PRIVACY POLICY

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


20    Shareholder Guide

TRANSACTION POLICIES                                          SHAREHOLDER GUIDE
--------------------------------------------------------------------


HOUSEHOLDING

To reduce expenses, we may mail only one copy of the Fund's prospectus and each
annual and semi-annual shareholder report to those addresses shared by two or
more accounts. If you wish to receive individual copies of these documents,
please call us at (800) 992-0180 or speak to your investment professional. We
will begin sending you individual copies thirty days after receiving your
request.

PORTFOLIO HOLDINGS DISCLOSURE POLICY


A description of the policies and procedures with respect to the disclosure of
the Fund's portfolio securities is available in the SAI. The Fund posts its
portfolio holdings schedule on its website on a month-end basis and makes it
available 30 days after the end of the previous calendar month. The portfolio
holdings schedule is as of the last day of the calendar month. The Fund's
portfolio holdings schedule will, at a minimum, remain available on the Fund's
website until the next calendar month or until the Fund files a Form N-CSR or
Form N-Q with the SEC for the period that includes the date as of which the
website information is current. The Fund's website is located at
www.ingfunds.com.




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                                                         Shareholder Guide    21

MANAGEMENT OF THE FUND                                                 ADVISER
--------------------------------------------------------------------------------

ADVISER

ING INVESTMENTS, an Arizona limited liability company, serves as the investment
adviser to the Fund. ING Investments has overall responsibility for the
management of the Fund. ING Investments provides or oversees all investment
advisory and portfolio management services for the Fund.

ING Investments is registered with the SEC as an investment adviser. ING
Investments is an indirect, wholly-owned subsidiary of ING Groep. ING Groep is
one of the largest financial services organizations in the world with
approximately 120,000 employees. Based in Amsterdam, ING Groep offers an array
of banking, insurance and asset management services to both individual and
institutional investors. ING Investments began investment management in April,
1995, and serves as investment adviser to registered investment companies as
well as structured finance vehicles.


As of December 31, 2007, ING Investments managed approximately $54 billion in
assets.


The principal address of ING Investments is 7337 East Doubletree Ranch Road,
Scottsdale, Arizona 85258.


ING Investments does not receive a management fee for managing the Fund.


The Adviser, and not the Fund, pays the Consultant a consulting fee equal to
the following percentages based on the Fund's average daily net assets:

0.03% of the first $500 million
0.025% of the next $500 million
0.02% of the next $1 billion
0.01% of amounts over $2 billion

For information regarding the basis for the Board's approval of the Fund's
investment advisory relationship with ING Investments, please refer to the
Fund's semi-annual shareholder report that will be dated April 30, 2008.


INVESTMENT COMMITTEE

An Investment Committee of ING Investments reviews the allocation of Portfolio
assets. The Investment Committee considers the annual recommendations of ING
IM, reviews their basis for arriving at these recommendations, and determines
the asset allocations for the Fund. The Investment Committee is responsible for
the day-to-day management of the Fund. No member of the Investment Committee is
solely responsible for making recommendations for portfolio purchases and sales
or asset allocation recommendations.


The members of the Investment Committee are: William A. Evans, Michael J.
Roland and Paul Zemsky. Mr. Evans has been on the Investment Committee since
the Fund's inception. Mr. Roland has been on the Investment Committee since
April 2007. Mr. Zemsky has been on the Investment Committee since December
2007.

WILLIAM A. EVANS, CFA, Vice President, ING Investment Management Mutual Fund
Advisory Group, has been with ING since 2002. Prior to joining ING, Mr. Evans
was a portfolio manager for high net worth and institutional clients for Fleet
Investment Advisors from 1997 to 2002.


MICHAEL J. ROLAND, has been Executive Vice President, ING Funds since 2002 and
Executive Vice President, ING Investments, LLC, since 2001. Mr. Roland has been
with ING since June 1998 and has held various positions within ING relating to
ING's mutual fund administration.


PAUL ZEMSKY is the head of ING's Multi-Asset Strategies & Solutions Group. He
joined ING Investment Management Co. in 2005 as Head of Derivative Strategies.
Prior to joining ING, Mr. Zemsky held a number of key positions at J.P.Morgan
Investment Management where he worked for 18 years.


The SAI provides additional information about each Investment Committee
member's compensation, other accounts overseen by each Investment Committee
member and each Investment Committee member's ownership of securities in the
Fund.


INFORMATION ABOUT THE CONSULTANT


ING IM is an indirect, wholly-owned subsidiary of ING Groep and an affiliate of
ING Investments. Founded in 1972, ING IM has acted as adviser or sub-adviser to
mutual funds since 1994 and has managed institutional accounts since 1972. ING
IM offers clients a fully integrated strategic and tactical asset allocation
service. ING IM provides a customizable approach which can meet the unique
needs of their clients; investment policy planning, development and
implementation support; active asset allocation, which seeks to add a
correlated source of incremental return, as well as to tactically manage risk;
a systematic process which utilizes quantitative disciplines in support of the
investment judgement of seasoned professionals; and a compelling value
proposition. The principal office of ING IM is located at 230 Park Avenue, New
York, New York 10169.



22    Management of the Fund

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All mutual funds involve risk - some more than others - and there is always the
chance that you could lose money or not earn as much as you hope. The Fund's
risk profile is largely a factor of the principal securities in which the
Underlying Funds invest and investment techniques that they use. The following
pages discuss the risks associated with certain of the types of securities in
which an Underlying Fund may invest and certain of the investment practices
that an Underlying Fund may use. For more information about these and other
types of securities and investment techniques that may be used by the
Underlying Funds, see the SAI.


ASSET ALLOCATION IS NO GUARANTEE AGAINST LOSS


Although asset allocation seeks to optimize returns given various levels of
risk tolerance, you still may lose money and experience volatility. Market and
asset class performance may differ in the future from the historical
performance and the assumptions used to form the asset allocations for the
Fund. Furthermore, ING Investments' allocation of the Fund's assets may not
anticipate market trends successfully. For example, weighting Underlying Funds
that invest in common stocks too heavily during a stock market decline may
result in a failure to preserve capital. Conversely, investing too heavily in
Underlying Funds that invest in fixed-income securities during a period of
stock market appreciation may result in lower total return.


There is a risk that you could achieve better returns by investing in an
Underlying Fund or other mutual funds representing a single asset class than in
the Fund.

Assets will be allocated among funds and markets based on judgments made by ING
Investments. There is a risk that the Fund may allocate assets to an asset
class or market that underperforms other funds. For example, the Fund may be
underweighted in assets or a market that is experiencing significant returns or
overweighted in assets or a market with significant declines.


PERFORMANCE OF THE UNDERLYING FUNDS WILL VARY

The performance of the Fund depends upon the performance of the Underlying
Funds, which are affected by changes in the economy and financial markets. The
value of the Fund changes as the asset values of the Underlying Funds it holds
go up or down. The value of your shares will fluctuate and may be worth more or
less than the original cost. The timing of your investment may also affect
performance.


TEMPORARY DEFENSIVE POSITIONS

The Fund or an Underlying Fund may depart from its principal investment
strategies by temporarily investing for defensive purposes when adverse market,
economic, political or other conditions affect the Fund or Underlying Fund.
Instead, the Fund or Underlying Fund may invest in securities believed to
present less risk, such as cash items, government securities and short term
paper. While the Fund or an Underlying Fund invests defensively, it may not be
able to pursue its investment objective. The Fund's or Underlying Fund's
defensive investment position may not be effective in protecting its value.


CONFLICT OF INTEREST

In making decisions on the allocation of the assets of the Fund among the
Underlying Funds, ING Investments is subject to several conflicts of interest
because it serves as the investment adviser to the Fund and to the Underlying
Funds. These conflicts could arise because some Underlying Funds pay advisory
fees that are higher than others, and some Underlying Funds may have a
sub-adviser that is affiliated with the Adviser, while others do not. ING
Investments may also subsidize the expenses of some of the Underlying Funds,
but does not subsidize others. Further, ING Investments may believe that a
redemption from an Underlying Fund will be harmful to that fund or to ING
Investments or an affiliate or may believe that an Underlying Fund may benefit
from additional assets. Therefore, ING Investments may have incentives to
allocate and reallocate in a fashion that would advance its own interests or
the interests of an Underlying Fund rather than the Fund.

ING Investments has informed the Fund's Board that it has developed an
investment process using an Investment Committee that it believes will ensure
the Fund is managed in the best interests of the shareholders of the Fund.
Nonetheless, investors bear the risk that ING Investments' allocation decisions
may be affected by its conflicts of interest.


PRINCIPAL RISKS

The Fund is also affected by other kinds of risks, depending on the types of
securities held or strategies used by an Underlying Fund.

For certain of these Underlying Funds, the risk associated with the strategy is
a principal risk. Other Underlying Funds may engage, to a lesser extent, in
these strategies, and when so engaged are subject to the attendant risks.
Please see the SAI for a further discussion of the principal and other
investment strategies employed by each Underlying Fund.

CONCENTRATION. Certain Underlying Funds concentrate (for purposes of the
Investment Company Act of 1940, as amended (the "1940 Act")) their assets in
securities related to a particular industry, which means that at least 25% of
their respective assets will be invested in these assets at all times. As a
result, the Underlying Fund may be subject to greater market fluctuation than
an Underlying Fund which has securities representing a broader range of
investment alternatives.

CONVERTIBLE SECURITIES. The price of a convertible security will normally
fluctuate in some proportion to changes in the price of the underlying equity
security, and as such is subject to risks relating to the activities of the
issuer and general market and economic conditions. The income component of
convertible securities causes fluctuations based upon changes in interest rates
and the credit quality of the issuer. Convertible securities are



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                                              More Information About Risks    23

MORE INFORMATION ABOUT RISKS
--------------------------------------------------------------------------------

often lower rated securities. An Underlying Fund may be required to redeem or
convert a convertible security before the holder would otherwise choose.

CORPORATE DEBT SECURITIES. Corporate debt securities are subject to the risk of
the issuer's inability to meet principal and interest payments on the
obligation and may also be subject to price volatility due to such factors as
interest rate sensitivity, market perception of the creditworthiness of the
issuer and general market liquidity. When interest rates decline, the value of
the Underlying Funds' fixed-income securities can be expected to rise, and when
interest rates rise, the value of those securities can be expected to decline.
Fixed-income securities with longer maturities tend to be more sensitive to
interest rate movements than those with shorter maturities.

One measure of risk for fixed-income securities is duration. Duration is one of
the tools used by a portfolio manager in the selection of fixed-income
securities. Historically, the maturity of a bond was used as a proxy for the
sensitivity of a bond's price to changes in interest rates, otherwise known as
a bond's "interest rate risk" or "volatility." According to this measure, the
longer the maturity of a bond, the more its price will change for a given
change in market interest rates. However, this method ignores the amount and
timing of all cash flows from the bond prior to final maturity. Duration is a
measure of average life of a bond on a present value basis, which was developed
to incorporate a bond's yield, coupons, final maturity and call features into
one measure. For point of reference, the duration of a noncallable 7% coupon
bond with a remaining maturity of 5 years is approximately 4.5 years, and the
duration of a noncallable 7% coupon bond with a remaining maturity of 10 years
is approximately 8 years. Material changes in interest rates may impact the
duration calculation.

DERIVATIVES. Generally, derivatives can be characterized as financial
instruments whose performance is derived, at least in part, from the
performance of an underlying asset or assets. Some derivatives are
sophisticated instruments that typically involve a small investment of cash
relative to the magnitude of risks assumed. These may include swap agreements,
options, forwards and futures. Derivative securities are subject to market
risk, which could be significant for those that have a leveraging effect.
Derivatives are also subject to credit risks related to the counterparty's
ability to perform, and any deterioration in the counterparty's
creditworthiness could adversely affect the instrument. In addition,
derivatives and their underlying securities may experience periods of
illiquidity, which could cause the Underlying Fund to hold a security it might
otherwise sell or could force the sale of a security at inopportune times or
for prices that do not reflect current market value. A risk of using
derivatives is that the Adviser or Sub-Adviser might imperfectly judge the
market's direction. For instance, if a derivative is used as a hedge to offset
investment risk in another security, the hedge might not correlate to the
market's movements and may have unexpected or undesired results, such as a loss
or a reduction in gains.

EMERGING MARKETS INVESTMENTS. Because of less developed markets and economies
and, in some countries, less mature governments and governmental institutions,
the risks of investing in foreign securities can be intensified in the case of
investments in issuers domiciled or doing substantial business in countries
with an emerging securities market. These risks include: high concentration of
market capitalization and trading volume in a small number of issuers
representing a limited number of industries, as well as a high concentration of
investors and financial intermediaries; political and social uncertainties;
over-dependence on exports, especially with respect to primary commodities,
making these economies vulnerable to changes in commodity prices; overburdened
infrastructure and obsolete or unseasoned financial systems; environmental
problems; less developed legal systems; and less reliable custodial services
and settlement practices.

FOREIGN SECURITIES. There are certain risks in owning foreign securities,
including those resulting from: fluctuations in currency exchange rates;
devaluation of currencies; political or economic developments and the possible
imposition of currency exchange blockages or other foreign governmental laws or
restrictions; reduced availability of public information concerning issuers;
accounting, auditing and financial reporting standards or other regulatory
practices and requirements that are not uniform when compared to those
applicable to domestic companies; settlement and clearance procedures in some
countries that may not be reliable and can result in delays in settlement;
higher transaction and custody expenses than for domestic securities; and
limitations on foreign ownership of equity securities. Also, securities of many
foreign companies may be less liquid and the prices more volatile than those of
domestic companies. With certain foreign countries, there is the possibility of
expropriation, nationalization, confiscatory taxation and limitations on the
use or removal of funds or other assets of Underlying Funds, including the
withholding of dividends.

Each Underlying Fund may enter into foreign currency transactions either on a
spot or cash basis at prevailing rates or through forward foreign currency
exchange contracts in order to have the necessary currencies to settle
transactions, to help protect Underlying Fund assets against adverse changes in
foreign currency exchange rates, or to provide exposure to a foreign currency
commensurate with the exposure to securities from that country. Such efforts
could limit potential gains that might result from a relative increase in the
value of such currencies, and might, in certain cases, result in losses to the
Underlying Fund. The risks of investing in foreign securities may be greater
for countries with an emerging securities market.

ADRs, GDRs and EDRs (collectively, "depositary receipts") are viewed as
investments in the underlying securities which they represent, and therefore
are subject to the risks of foreign investments. Even when denominated in U.S.
dollars, depositary receipts are subject to currency risk if the underlying
security is denominated in a foreign currency. There can be no assurance that
the price of depositary receipts will always track the price of the underlying
foreign security.


24    More Information About Risks

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HIGH-YIELD, LOWER-GRADE DEBT SECURITIES. Investments in high-yield debt
securities generally provide greater income and increased opportunity for
capital appreciation than investments in higher quality debt securities, but
they also typically entail greater potential price volatility and principal and
income risk. High-yield debt securities are not considered investment grade,
and are regarded as predominantly speculative with respect to the issuing
company's continuing ability to meet principal and interest payments. The
prices of high-yield debt securities have been found to be less sensitive to
interest rate changes than higher-rated investments, but more sensitive to
adverse economic downturns or individual corporate developments. High-yield
debt securities structured as zero-coupon or pay-in-kind securities tend to be
more volatile. The secondary market in which high-yield debt securities are
traded is generally less liquid than the market for higher grade bonds. At
times of less liquidity, it may be more difficult to value high-yield debt
securities.


INABILITY TO SELL SECURITIES. Certain securities generally trade in lower
volume and may be less liquid than securities of large established companies.
These less liquid securities could include securities of small- and mid-sized
U.S. companies, high-yield securities, convertible securities, unrated debt and
convertible securities, securities that originate from small offerings, and
foreign securities, particularly those from companies in countries with an
emerging securities market. An Underlying Fund could lose money if it cannot
sell a security at the time and price that would be most beneficial to the
Underlying Fund.

NON-DIVERSIFIED INVESTMENT COMPANY. An Underlying Fund classified as a
non-diversified investment company under the 1940 Act, means that the
Underlying Fund is not limited by the 1940 Act in the proportion of assets that
they may invest in the obligations of a single issuer. Declines in the value of
that single company can significantly impact the value of the Underlying Fund.
The investment of a large percentage of the Underlying Fund's assets in the
securities of a small number of issuers may cause an Underlying Fund's share
price to fluctuate more than that of a diversified investment company.
Conversely, even though classified as non-diversified, an Underlying Fund may
actually maintain a portfolio that is diversified with a large number of
issuers. In such an event, an Underlying Fund would benefit less from
appreciation in a single corporate issuer than if it had greater exposure to
that issuer.

OTHER INVESTMENT COMPANIES. An Underlying Fund may invest in other companies to
the extent permitted by the 1940 Act and the rules thereunder. These may
include exchange-traded funds ("ETFs") and Holding Company Depositary Receipts
("HOLDRs"), among others. ETFs are exchange-traded investment companies that
are designed to provide investment results corresponding to an equity index and
include, among others, Standard & Poor's Depository Receipts ("SPDRs"),
PowerShares QQQTM("QQQQ"), Dow Jones Industrial Average Tracking Stocks
("Diamonds") and iShares exchange-traded funds ("iShares"). The main risk of
investing in other investment companies (including ETFs) is that the value of
the underlying securities held by the investment company might decrease. The
value of the underlying securities can fluctuate in response to activities of
individual companies or in response to general market and/or economic
conditions. Because an Underlying Fund may invest in other investment
companies, you will pay a proportionate share of the expenses of those other
investment companies (including management fees, administration fees and
custodial fees). Additional risks of investments in ETFs include: (i) an active
trading market for an ETF's shares may not develop or be maintained or (ii)
trading may be halted if the listing exchange's officials deem such action
appropriate, the shares are delisted from the exchange, or the activation of
market-wide "circuit-breakers" (which are tied to large decreases in stock
prices) halts trading generally. Because HOLDRs concentrate in the stocks of a
particular industry, trends in that industry may have a dramatic impact on
their value.

To seek to achieve a return on uninvested cash or for other reasons, an
Underlying Fund may invest its assets in ING Institutional Prime Money Market
Fund and/or one or more other money market funds advised by ING affiliates
("ING Money Market Funds"). An Underlying Fund's purchase of shares of an ING
Money Market Fund will result in the Underying Fund paying a proportionate
share of the expenses of the ING Money Market Fund. The Underlying Fund's
Adviser will waive its fee in an amount equal to the advisory fee received by
the adviser of the ING Money Market Fund in which the Undelying Fund invests
resulting from the Underlying Fund's investment into the ING Money Market Fund.


REAL ESTATE SECURITIES. Investments in issuers that are primarily engaged in
real estate, including REITs, may subject an Underlying Fund to risks similar
to those associated with the direct ownership of real estate (in addition to
securities market risks). These companies are sensitive to factors such as
changes in real estate values and property taxes, interest rates, cash flow of
underlying real estate assets, supply and demand, and the management skill and
creditworthiness of the issuer. REITs may also be affected by tax and
regulatory requirements.

SMALL- AND MID-CAPITALIZATION COMPANIES. Certain Underlying Funds may invest in
small- and mid-capitalization companies. Investments in small- and
mid-capitalization companies involve greater risk than is customarily
associated with larger, more established companies due to the greater business
risks of small size, limited markets and financial resources, narrow product
lines and the frequent lack of depth of management. The securities of smaller
companies are often traded over-the-counter and may not be traded in volume
typical on a national securities exchange. Consequently, the securities of
smaller companies may have limited market stability and may be subject to more
abrupt or erratic market movements than securities of larger, more established
companies or the market averages in general.


VALUE INVESTING. Securities that appear to be undervalued may never appreciate
to the extent expected. Further, because the prices of value-oriented
securities tend to correlate more closely with economic cycles than
growth-oriented securities, they




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                                              More Information About Risks    25

MORE INFORMATION ABOUT RISKS
--------------------------------------------------------------------------------


generally are more sensitive to changing economic conditions, such as changes
in interest rates, corporate earnings and industrial production.


LENDING PORTFOLIO SECURITIES. In order to generate additional income, an
Underlying Fund may lend portfolio securities in an amount up to 30% or
33 1/3%, depending upon the Underlying Fund, of total Underlying Fund assets to
broker-dealers, major banks, or other recognized domestic institutional
borrowers of securities. When an Underlying Fund lends its securities, it is
responsible for investing the cash collateral it receives from the borrower of
the securities, and the Underlying Fund could incur losses in connection with
the investment of such cash collateral. As with other extensions of credit,
there are risks of delay in recovery or even loss of rights in the collateral
should the borrower default or fail financially.

PORTFOLIO TURNOVER. Certain Underlying Funds are generally expected to engage
in frequent and active trading of portfolio securities to achieve their
respective investment objective. A high portfolio turnover rate involves
greater expenses to an Underlying Fund, including brokerage commissions and
other transaction costs, and is likely to generate more taxable short-term
gains for shareholders, which may have an adverse effect on the performance of
the Underlying Fund.


OTHER RISKS

BORROWING. An Underlying Fund may borrow subject to certain limits. Borrowing
may exaggerate the effect of any increase or decrease in the value of portfolio
securities or the NAV of an Underlying Fund, and money borrowed will be subject
to interest costs. Interest costs on borrowings may fluctuate with changing
market rates of interest and may partially offset or exceed the return earned
on borrowed funds. Under adverse market conditions, an Underlying Fund might
have to sell portfolio securities to meet interest or principal payments at a
time when fundamental investment considerations would not favor such sales.

MANAGEMENT. Each Underlying Fund is subject to management risk because it is an
actively managed investment portfolio. The Adviser, the sub-adviser or each
individual portfolio manager will apply investment techniques and risk analyses
in making investment decisions for the Underlying Funds, but there can be no
guarantee that these will produce the desired results.

Many sub-advisers of equity funds employ styles that are characterized as
"value" or "growth." However, these terms can have different application by
different managers. One sub-adviser's value approach may be different from
another, and one sub-adviser's growth approach may be different from another.
For example, some value managers employ a style in which they seek to identify
companies that they believe are valued at a more substantial or "deeper
discount" to a company's net worth than other value managers. Therefore, some
funds that are characterized as growth or value can have greater volatility
than other funds managed by other managers in a growth or value style.

MORTGAGE-RELATED SECURITIES. Although mortgage loans underlying a
mortgage-backed security may have maturities of up to 30 years, the actual
average life of a mortgage-backed security typically will be substantially less
because the mortgages will be subject to normal principal amortization, and may
be prepaid prior to maturity. Like other fixed-income securities, when interest
rates rise, the value of a mortgage-backed security generally will decline;
however, when interest rates are declining, the value of mortgage-backed
securities with prepayment features may not increase as much as other
fixed-income securities. The rate of prepayments on underlying mortgages will
affect the price and volatility of a mortgage-related security, and may have
the effect of shortening or extending the effective maturity of the security
beyond what was anticipated at the time of the purchase. Unanticipated rates of
prepayment on underlying mortgages can be expected to increase the volatility
of such securities. In addition, the value of these securities may fluctuate in
response to the market's perception of the creditworthiness of the issuers of
mortgage-related securities owned by an Underlying Fund. Additionally, although
mortgages and mortgage-related securities are generally supported by some form
of government or private guarantee and/or insurance, there is no assurance that
private guarantors or insurers will be able to meet their obligations, and thus
are subject to risk of default.

PAIRING-OFF TRANSACTIONS. A pairing-off transaction occurs when an Underlying
Fund commits to purchase a security at a future date, and then the Underlying
Fund pairs-off the purchase with a sale of the same security prior to or on the
original settlement date. Whether a pairing-off transaction on a debt security
produces a gain depends on the movement of interest rates. If interest rates
increase, then the money received upon the sale of the same security will be
less than the anticipated amount needed at the time the commitment to purchase
the security at the future date was entered and the Underlying Fund will
experience a loss.

REPURCHASE AGREEMENTS. Repurchase agreements involve the purchase by an
Underlying Fund of a security that the seller has agreed to repurchase at an
agreed-upon price. If the seller defaults and the collateral value declines, an
Underlying Fund might incur a loss. If the seller declares bankruptcy, an
Underlying Fund may not be able to sell the collateral at the desired time.

RESTRICTED AND ILLIQUID SECURITIES. If a security is illiquid, an Underlying
Fund may not be able to sell the security at a time when the Adviser or
Sub-Adviser might wish to sell, and the security could have the effect of
decreasing the overall level of the Underlying Fund's liquidity. Further, the
lack of an established secondary market may make it more difficult to value
illiquid securities, which could vary from the amount the Underlying Fund could
realize upon disposition. Restricted securities, i.e., securities subject to
legal or contractual restrictions on resale, may be illiquid. However, some
restricted securities may be treated as liquid, although they may be less
liquid than registered securities traded on established secondary markets.


26    More Information About Risks

                            MORE INFORMATION ABOUT RISKS
--------------------------------------------------------------------


REVERSE REPURCHASE AGREEMENTS AND DOLLAR ROLLS. A reverse repurchase agreement
or dollar roll involves the sale of a security, with an agreement to repurchase
the same or substantially similar securities at an agreed upon price and date.
Whether such a transaction produces a gain for a Fund depends upon the costs of
the agreements and the income and gains of the securities purchased with the
proceeds received from the sale of the security. If the income and gains on the
securities purchased fail to exceed the costs, an Underlying Fund's NAV will
decline faster than otherwise would be the case. Reverse repurchase agreements
and dollar rolls, as leveraging techniques, may increase a Fund's yield;
however, such transactions also increase a Fund's risk to capital and may
result in a shareholder's loss of principal.

SHORT SALES. A "short sale" is the sale by an Underlying Fund of a security
which has been borrowed from a third party on the expectation that the market
price will drop. If the price of the security rises, the Underlying Fund may
have to cover its short position at a higher price than the short sale price,
resulting in a loss.


U.S. GOVERNMENT SECURITIES AND OBLIGATIONS. Obligations issued by some U.S.
government agencies, authorities, instrumentalities or sponsored enterprises,
such as the Government National Mortgage Association, are backed by the full
faith and credit of the U.S. Treasury while obligations issued by others, such
as the Federal National Mortgage Association, Federal Home Loan Mortgage
Corporation and Federal Home Loan Banks, are backed solely by the entity's own
resources or by the ability of the entity to borrow from the U.S. Treasury. No
assurance can be given that the U.S. government will provide financial support
to U.S. government agencies, authorities, instrumentalities or sponsored
enterprises if it is not obliged to do so by law.

PERCENTAGE AND RATING LIMITATIONS Unless otherwise stated, the percentage and
rating limitations in this Prospectus apply at the time of investment.

INVESTMENT BY FUNDS-OF-FUNDS. Each of the Underlying Funds' shares may be
purchased by other investment companies. In some cases, an Underlying Fund may
experience large inflows or redemptions due to allocations or rebalancings.
While it is impossible to predict the overall impact of these transactions over
time, there could be adverse effects on portfolio management. The Adviser will
monitor transactions by the Fund and will attempt to minimize any adverse
effects on the Underlying Funds and the Fund as a result of these transactions.
So long as an Underlying Fund accepts investments by other investment
companies, it will not purchase securities of other investment companies,
except to the extent permitted by the 1940 Act or under the terms of an
exemptive order granted by the SEC.




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                                              More Information About Risks    27

DIVIDENDS, DISTRIBUTIONS AND TAXES
--------------------------------------------------------------------------------

DIVIDENDS AND DISTRIBUTIONS

The Fund generally distributes most or all of its net earnings in the form of
dividends. Distributions are normally expected to consist primarily of capital
gains.

The Fund pays dividends and capital gains, if any, annually.


DIVIDEND REINVESTMENT

Unless you instruct the Fund to pay you dividends in cash, dividends and
distributions paid by the Fund will be reinvested in additional shares of the
Fund. You may, upon written request or by completing the appropriate section of
the Account Application, elect to have all dividends and other distributions
paid on Class A, Class B or Class C of the Fund invested in another ING Fund
that offers the same class of shares.


TAXES

The following information is meant as a general summary for U.S. shareholders.
Please see the SAI for additional information. You should rely on your own tax
adviser for advice about the particular federal, state and local tax
consequences to you of investing in the Fund.

The Fund will distribute all, or substantially all, of its net investment
income and net capital gains to its shareholders each year. Although the Fund
will not be taxed on amounts they distribute, most shareholders will be taxed
on amounts they receive. A particular distribution generally will be taxable as
either ordinary income or long-term capital gain. Except as described below, it
generally does not matter how long you have held your Fund shares or whether
you elect to receive your distributions in cash or reinvest them in additional
Fund shares. For example, if the Fund designates a particular distribution as a
long-term capital gains distribution, it will be taxable to you at your
long-term capital gains rate. Dividends attributable to interest are not
eligible for the reductions in rates described below.

Current tax law (which is currently scheduled to apply through 2010) generally
provides for a maximum tax rate for individual taxpayers of 15% on long-term
gains from sales and from certain qualifying dividends on corporate stock.
Although, these rate reductions do not apply to corporate taxpayers, such
taxpayers may be entitled to a corporate dividends received deduction with
respect to their share of eligible domestic corporate dividends received by the
Fund. The following are guidelines for how certain distributions by the Fund
are generally taxed to individual taxpayers:

o  Distributions of earnings from qualifying dividends and qualifying long-term
   capital gains from an Underlying Fund to the Fund which is distributed to
   individual shareholders will be taxed at a maximum rate of 15%.

o  Note that distributions of earnings from dividends paid by certain
   "qualified foreign corporations" to the Underlying Fund which are then
   distributed to the Fund can also qualify for the lower tax rates on
   qualifying dividends.

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

o  Distributions of earnings from an Underlying Fund to the Fund of
   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.


o  The maximum 15% tax rate for individual taxpayers on long-term capital gains
   and qualifying dividends is currently scheduled to apply through 2010. In
   the absence of further Congressional action, for the calendar years after
   2010, the maximum rate on long-term capital gains for individual taxpayers
   would increase 20% and income from dividends would be taxed at the rates
   applicable to ordinary income.


Dividends declared by the Fund in October, November or December and paid during
the following January may be treated as having been received by shareholders in
the year the distributions were declared.

You will receive an annual statement summarizing your dividend and capital
gains distributions.

If you buy shares of a Fund before it makes a distribution, the distribution
will be taxable to you even though it may actually be a return of a portion of
your investment. This is known as "a buying dividend."

If you invest through a tax-deferred account, such as a retirement plan, you
generally will not have to pay tax on dividends until they are distributed from
the account. These accounts are subject to complex tax rules, and you should
consult your tax adviser about investment through a tax-deferred account.

The Fund may have income, gains or losses from any distribution or redemption
in the Underlying Funds. Distributions of long-term capital gains or qualifying
dividends of either the Fund or the Underlying Funds will generally be taxed as
long-term capital gains. Other distributions, including short-term capital
gains, will be taxed as ordinary income. The structure of the Fund and the
reallocation of investments among Underlying Funds could affect the amount,
timing and character of distributions.

There may be tax consequences to you if you sell or redeem Fund shares. You
will generally have a capital gain or loss, which will be long-term or
short-term, generally depending on how long you hold those shares. If you
exchange shares, you may be treated as if you sold them. If your tax basis in
your shares exceeds the amount of proceeds you receive from a sale, exchange or
redemption of shares, you will recognize a taxable loss on the sale of shares
of a Fund. Any loss recognized on shares held for six months or less will be
treated as long-term capital loss to the extent of any long-term capital gain
distributions that were received with respect to the shares. Additionally, any
loss realized on a sale, redemption or exchange of shares of a Fund may be
disallowed under "wash sale" rules to the extent the shares disposed of are
replaced with other shares of that Fund within a period of 61 days beginning 30
days before and ending


28    Dividends, Distributions and Taxes

                      DIVIDENDS, DISTRIBUTIONS AND TAXES
--------------------------------------------------------------------


30 days after shares are disposed of, such as pursuant to a dividend
reinvestment in shares of that Fund. If disallowed, the loss will be reflected
in an adjustment to the tax basis of the shares acquired. You are responsible
for any tax liabilities generated by your transactions.

As with all mutual funds, the Fund may be required to withhold U.S. federal
income tax at the current rate of 28% of all taxable distributions payable to
you if you fail to provide the Fund with your correct taxpayer identification
number or to make required certifications, or if you have been notified by the
IRS that you are subject to backup withholding. Backup withholding is not an
additional tax; rather, it is a way in which the IRS ensures it will collect
taxes otherwise due. Any amounts withheld may be credited against your U.S.
federal income tax liability.

Please see the SAI for further information regarding tax matters.


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                          If you have any questions, please call 1-800-992-0180.

                                        Dividends, Distributions and Taxes    29

PERFORMANCE OF THE UNDERLYING FUNDS
--------------------------------------------------------------------------------


The Fund seeks to achieve its investment objective by investing in Underlying
Funds and uses asset allocation strategies to determine how much to invest in
Underlying Funds. You may be interested in the performance of the Underlying
Funds or related performance attained by the sub-advisers of the Underlying
Funds. In analyzing this performance it is important to understand that because
the Fund will invest in multiple Underlying Funds the Fund's future performance
will be based on a blend of the performance of the Underlying Funds in
proportion to the percentage of the Fund's assets invested in them. Therefore,
the performance of the Fund will not be based solely on the performance of any
single Underlying Fund. The performance of the Underlying Funds does not
reflect the expenses of the Fund, including sales loads and distribution and
service fees, and would be lower if it did.



PERFORMANCE OF UNDERLYING FUNDS


ING FOREIGN FUND

The following table shows the average annual total returns of Class I shares of
ING Foreign Fund for the 1 Year and Life of Class periods ended December 31,
2007, as well as a comparison with the performance of a broad measure of market
performance - the MSCI All Country World ex US IndexSM. You should not consider
the performance of ING Foreign Fund as an indication of future performance of
the Fund.


                        AVERAGE ANNUAL TOTAL RETURNS(1)
                   (FOR THE PERIODS ENDED DECEMBER 31, 2007)



                                                                 5 YEARS
                                              1 YEAR        (OR LIFE OF CLASS)
                                          -------------    -------------------
 ING Foreign Fund - Class I Return
  Before Taxes                                  16.56%              21.50%(1)
 MSCI All Country World ex US IndexSM
  (reflects no deduction for fees,
  expenses or taxes)(2)                         16.65%              23.62%(3)


(1)   Class I shares commenced operations on September 8, 2003.


(2)   The MSCI All Country World ex US IndexSM is a free float-adjusted market
      capitalization index that is designed to measure equity market
      performance in the global developed and emerging markets, excluding the
      U.S. It includes the reinvestment of dividends and distributions net of
      withholding taxes, but does not reflect fees, brokerage commissions or
      other expenses of investing.


(3)   The index return for Class I shares is for the period beginning September
      1, 2003.



ING EMERGING COUNTRIES FUND

The following table shows the average annual total returns of Class I shares of
ING Emerging Countries Fund for the 1 Year and Life of Class periods ended
December 31, 2007, as well as a comparison with the performance of a broad
measure of market performance - the Morgan Stanley Capital International
Emerging Markets IndexSM ("MSCI EM IndexSM").

                        AVERAGE ANNUAL TOTAL RETURNS(1)
                   (FOR THE PERIODS ENDED DECEMBER 31, 2007)



                                                                   5 YEARS
                                                1 YEAR        (OR LIFE OF CLASS)
                                            -------------    -------------------
 ING Emerging Countries Fund - Class I
  Return Before Taxes                             17.36%              23.16%(1)
 MSCI EM IndexSM (reflects no deduction
  for fees, expenses or taxes)(2)                 39.39%              35.73%(3)


(1)   Class I shares commenced operations on December 21, 2005.


(2)   The MSCI EM IndexSM is an unmanaged index that measures the performance
      of securities listed on exchanges in developing nations throughout the
      world. It includes the reinvestment of dividends and distributions net of
      withholding taxes, but does not reflect fees, brokerage commissions or
      other expenses of investing.


(3)   The index return for Class I shares is for the period beginning January
      1, 2006.



ING INDEX PLUS INTERNATIONAL EQUITY

The following table shows the average annual returns of Class I shares of ING
Index Plus International Equity Fund for the 1 Year and Life of Class periods
ended December 31, 2007, as well as a comparison with the performance of a
broad measure of market performance - the Morgan Stanley Capital International
Europe, Australasia, Far East Index ("MSCI EAFE(Reg. TM) Index").


                          AVERAGE ANNUAL TOTAL RETURNS
                   (FOR THE PERIODS ENDED DECEMBER 31, 2007)



                                                                 5 YEARS
                                              1 YEAR        (OR LIFE OF CLASS)
                                           ------------    -------------------
 ING Index Plus International Equity
  Fund - Class I Return Before Taxes             8.41%              15.74%(1)
 MSCI EAFE(Reg. TM) Index (reflects no
  deduction for fees, expenses or
  taxes)(2)                                     11.17%              18.51%(3)


(1)   Class I shares commenced operations on December 21, 2005.


(2)   The MSCI EAFE(Reg. TM) Index is an unmanaged index that measure the
      performance of securities listed on exchanges in Europe, Australasia and
      the Far East. It includes the reinvestment of dividends and distributions
      net of withholding taxes, but does not reflect fees, brokerage
      commissions or other expenses of investing.


(3)   The index returns for Class I shares are for the period beginning January
      1, 2006.


30    Performance of the Underlying Funds

                     PERFORMANCE OF THE UNDERLYING FUNDS
--------------------------------------------------------------------


ING INTERNATIONAL EQUITY DIVIDEND FUND

Because ING International Equity Dividend Fund did not have a full year of
performance as of December 31, 2007, there is no performance information
included in this Prospectus. Please visit the Fund's website at
www.ingfunds.com to obtain performance information once it is available.


ING INTERNATIONAL REAL ESTATE FUND


The following table shows the average annual returns of Class I shares of ING
International Real Estate Fund for the 1 Year and Life of Class periods ended
December 31, 2007, as well as a comparison with the performance of a broad
measure of market performance - the Standard and Poor's Citigroup World
Property Index Ex. U.S. ("S&P/Citigroup World Property Index Ex. U.S.(Reg.
TM)").



                          AVERAGE ANNUAL TOTAL RETURNS
                   (FOR THE PERIODS ENDED DECEMBER 31, 2007)



                                                                    5 YEARS
                                                1 YEAR         (OR LIFE OF CLASS)
                                            --------------    -------------------
 ING International Real Estate Fund -
  Class I Return Before Taxes                      0.90%               16.40%(1)
 S&P/Citigroup World Property Index Ex.
  U.S. (reflects no deduction for fees,
  expenses or taxes)(2)                           (1.55)%              15.94%(3)


(1)   Class I shares commenced operations on February 28, 2006.


(2)   The S&P/Citigroup World Property Index Ex. U.S. is an unmanaged
      market-weighted total return index which consists of many companies from
      developed markets, excluding the U.S., whose floats are larger than $100
      million and derive more than half of their revenue from property-related
      activities.



(3)   The index returns for Class I shares are for the period beginning March
      1, 2006.




ING INTERNATIONAL SMALLCAP MULTI-MANAGER FUND


The following table shows the average annual total returns of Class I shares of
ING International SmallCap Multi-Manager Fund for the 1 Year and Life of Class
periods ended December 31, 2007, as well as a comparison with the performance
of two broad measures of market performance - the Standard and Poor's Citigroup
Extended Market Index World Ex. U.S. ("S&P/Citigroup EMI World Ex. U.S.") and
the Standard & Poor's Citigroup Extended Market Index Europe Pacific Asia
Composite ("S&P/
Citigroup EMI EPAC").




                        AVERAGE ANNUAL TOTAL RETURNS(1)
                   (FOR THE PERIODS ENDED DECEMBER 31, 2007)



                                                                  5 YEARS
                                               1 YEAR        (OR LIFE OF CLASS)
                                           -------------    -------------------
 ING International SmallCap Multi-
  Manager Fund - Class I Return Before
  Taxes                                          10.61%              18.64%(1)
 S&P/Citigroup EMI World Ex. U.S.
  (reflects no deduction for fees,
  expenses or taxes)(2)                           7.32%              17.85%(4)
 S&P/Citigroup EMI EPAC (reflects no
  deduction for fees, expenses or
  taxes)(3)                                       6.10%              17.60%(4)


(1)   Class I shares commenced operations on December 21, 2005.


(2)   The S&P/Citigroup EMI World Ex. U.S. is an unmanaged index which consists
      of the smaller capitalization stocks of the Citigroup Broad Market Index.




(3)   The S&P/Citigroup EMI EPAC is an unmanaged index which consists of the
      smaller capitalization stocks of the Citigroup Broad Market Index, and
      tracks companies in developed countries in the European and Pacific
      regions.



(4)   The index returns for Class I shares are for the period beginning January
      1, 2006.



PERFORMANCE OF SIMILARLY MANAGED ACCOUNTS

ING International Capital Appreciation Fund and ING International Value Choice
Fund have substantially similar investment objectives, policies and strategies
as a composite of similar accounts (each a "Composite" and collectively, the
"Composites") that are advised or sub-advised by HGI and Tradewinds,
respectively.

While the above mentioned Underlying Funds are each managed in a manner
substantially similar to that of their respective Composite, investors should
be aware that the Underlying Funds and the accounts constituting the Composites
may have different future performance due to factors such as differences in the
cash flows into and out of the accounts in the Composites, different fees and
expenses, and differences in the portfolio size and positions. In addition, you
should note that the total operating expenses of each of the accounts in the
Composites may be lower than the total operating expenses of the respective
Underlying Funds. In such cases, the performance of the Composites would be
lower if the total operating expenses of the Underlying Funds had been used.

The historical performance of the Composites are presented below. You should
not consider the performance of the Composites as an indication of future
performance of the Fund. Past performance is not a guarantee of future results.




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                                       Performance of the Underlying Funds    31

PERFORMANCE OF THE UNDERLYING FUNDS
--------------------------------------------------------------------------------

ING INTERNATIONAL CAPITAL APPRECIATION FUND

PERFORMANCE OF SIMILAR INTERNATIONAL GROWTH EQUITY ACCOUNTS MANAGED BY HGI

The tables below are designed to show how a composite of similar accounts
managed by HGI performed over various periods in the past.

The HGI Tax-Exempt International Growth Equity Composite consists of all fully
discretionary portfolios, managed by HGI's Growth Team, invested in equities of
companies domiciled outside the U.S. and that are invested without regard to
tax consequences. Each portfolio in the composite has investment objectives,
policies and strategies substantially similar to those of ING International
Capital Appreciation Fund. The accounts included in the composite may include
separate accounts, registered mutual funds, private investments funds and other
client accounts. To receive a complete listing of HGI's composites and/or a
complete presentation that adheres to the Global Investment Performance
Standards ("GIPS(Reg. TM)") , contact the sub-adviser's Marketing department at
the sub-adviser.

The tables below show the returns for the HGI Tax-Exempt International Growth
Equity Composite compared with the MSCI All Country World Ex US Index(Reg. TM)
for the one-, three-, five- and since inception periods ended December 31, 2007
and on an annual basis as of December 31, of prior years. This information is
designed to demonstrate the historical track record of HGI. It does not
indicate how ING International Capital Appreciation Fund has performed or will
perform in the future. Past performance is not a guarantee of future results.


                          AVERAGE ANNUAL TOTAL RETURNS
                           (AS OF DECEMBER 31, 2007)



                   HGI TAX-EXEMPT
                   INTERNATIONAL            MSCI ACWI
                   GROWTH EQUITY              EX US
                   COMPOSITE (%)      INDEX(Reg. TM)(1) (%)
                  ---------------    ----------------------
 One Year                18.91%                16.65%
 Three Years             19.58%                19.88%
 Five Years              22.07%                24.02%
 Ten Years(2)            12.38%                15.22%(3)


                              ANNUAL TOTAL RETURNS
                        (AS OF DECEMBER 31 OF EACH YEAR)



                   HGI TAX-EXEMPT
                   INTERNATIONAL            MSCI ACWI
                   GROWTH EQUITY              EX US
                   COMPOSITE (%)      INDEX(Reg. TM)(1) (%)
                  ---------------    ----------------------
 2007                    18.91%                16.65%
 2006                    23.85%                26.65%
 2005                    15.92%                16.62%
 2004                    13.98%                20.91%
 2003                    38.80%                40.83%
 2002                   (13.86)%              (14.95)%
 2001                   (19.16)%              (19.73)%
 2000                    (3.93)%              (15.31)%
 1999                    52.60%                30.63%
  1998(2)                15.53%                14.42%(3)


(1)   The MSCI All Country World Ex US Index(Reg. TM) measures the returns of
      equities of companies which are domiciled outside the U.S. It includes
      the reinvestment of dividends and distributions net of withholding taxes,
      but does not reflect fees, brokerage commissions or other expenses of
      investing.


(2)   For the period from July 1996 through December 1998, the track record
      presented consists of portfolios managed by the team that joined HGI
      while employed by Indago Capital Management in Toronto, Ontario, an
      affiliate of The Canada Life Assurance Company, an investment advisor not
      affiliated with HGI.



(3)   Prior to December 31, 1998, the MSCI All Country World Ex US Index(Reg.
      TM) did not include the deduction of withholding taxes. The gross index
      return is for the period beginning January 1, 1998.


The performance has been adjusted to reflect operating costs for Class I shares
of ING International Capital Appreciation Fund. The performance reflected in
the composite was calculated differently than the method used for calculating
performance pursuant to SEC guidelines.

HGI claims compliance with the Global Investment Performance Standards
("GIPS(Reg. TM)"), although the performance figures presented above are not in
compliance with GIPS(Reg. TM) standards due to the adjustment for Class I share
expenses noted below.

The gross total returns for the HGI Tax-Exempt International Growth Equity
Composite in the Average Annual Total Returns and Annual Total Returns tables
were adjusted to reflect the deduction of net operating expenses for Class I
shares of ING International Capital Appreciation Fund. Net operating expenses
include investment advisory fees, distribution and service (Rule 12b-1) fees,
custodial fees, brokerage commissions and execution costs, and other expenses,
without the provision for any applicable federal or state income taxes, if any.
The Annual Total Returns table and the Average Annual Total Returns table for
the HGI Tax-Exempt International Growth Equity Composite do not reflect the
deduction of any sales loads, which would have reduced those performance
numbers. Returns are stated in U.S. dollars. Most of the accounts in the HGI
Tax-Exempt International Growth Equity Composite are not subject to the
diversification rules, tax restrictions and investment limits of the 1940 Act
or Subchapter M of the Internal Revenue Code ("Code"). Returns may have been
lower if the composite had been subject to these regulations. The aggregate
returns of the accounts reflected in the composite may not reflect the returns
of any particular account of HGI.



ING INTERNATIONAL VALUE CHOICE

PERFORMANCE OF SIMILAR INTERNATIONAL VALUE ACCOUNTS MANAGED BY TRADEWINDS

The tables below are designed to show you how a composite of similar
international value investment accounts managed by Tradewinds performed over
various periods in the past.

The Tradewinds International Value Composite ("Tradewinds International Value
Composite") is a composite of the performance of all objectives, policies and
strategies that are substantially similar to those of ING International Value
Choice Fund. Such accounts had at least $2 million in net assets under
management managed by Tradewinds for at least one month or 90% invested prior
to the beginning of a calendar quarter


32    Performance of the Underlying Funds

                     PERFORMANCE OF THE UNDERLYING FUNDS
--------------------------------------------------------------------


beginning March 31, 2001. The accounts in the composite may include separate
accounts, registered mutual funds, private investments funds and other client
accounts.

The tables below show the returns for the Tradewinds International Value
Composite compared with the MSCI EAFE(Reg. TM) Index for the one-year,
three-year and since inception periods ended December 31, 2007 and on an annual
basis as of December 31, of prior years. This information is designed to
demonstrate the historical track record with Tradewinds. It does not indicate
how ING International Value Choice Fund has performed or will perform in the
future. Past performance is not a guarantee of future results.


                          AVERAGE ANNUAL TOTAL RETURNS
                        (AS OF DECEMBER 31, 2007)(1)(2)



                                                                 MSCI
                                 TRADEWINDS INTERNATIONAL    EAFE(Reg. TM)
                                  VALUE COMPOSITE(2) (%)     INDEX(3) (%)
                                --------------------------  --------------
 One Year                                    11.60%               11.17%
 Three Years                                 16.15%               16.83%
 Five Years                                  25.40%               21.59%
 Since Inception (3/31/01)(4)                17.05%               11.09%


                           ANNUAL TOTAL RETURNS(1)(2)
                        (AS OF DECEMBER 31 OF EACH YEAR)



                                                      MSCI
                      TRADEWINDS INTERNATIONAL    EAFE(Reg. TM)
                       VALUE COMPOSITE(2) (%)     INDEX(3) (%)
                     --------------------------  --------------
 2007                             11.60%               11.17%
 2006                             21.62%               26.34%
 2005                             15.31%               13.54%
 2004                             31.42%               20.25%
 2003                             45.59%               38.59%
 2002                             (0.58)%             (15.94)%
 2001 (3/31/01)(4)                (8.12)%             (21.44)%


(1)   Prior to 1/1/04, the Tradewinds International Value Composite included
      accounts under $2 million.



(2)   Performance results from March 31, 2001 - February 28, 2006 represent the
      performance of the previous sub-adviser NWQ Investment Management
      Company, LLC, Tradewinds' affiliate. The Portfolio Manager responsible
      for managing ING International Value Choice Fund was with the previous
      sub-adviser from March 31, 2001 to February 28, 2006.



(3)   The MSCI EAFE(Reg. TM) Index is an unmanaged index that measures the
      performance of securities listed on exchanges in markets in Europe,
      Australasia, and the Far East. It includes the reinvestment of dividends
      and distributions net of withholding taxes, but does not reflect fees,
      brokerage commissions or other expenses of investing.


(4)   Index return for the MSCI EAFE(Reg. TM) Index is for the period beginning
      April 1, 2001.



The performance reflected in the composite was calculated differently than the
method used for calculating performance pursuant to SEC guidelines.

The net annual total returns for the Tradewinds International Value Composite
were calculated on an asset-weighted, total return basis, including
reinvestment of all dividends, interest and income, realized and unrealized
gains or losses, brokerage commissions and execution costs, advisory and
custodial fees, and any applicable foreign withholding taxes, without provision
for federal and state income taxes, if any. The Annual Total Returns table and
the Average Annual Total Returns table for the Tradewinds International Value
Composite do not reflect the deduction of any sales loads, which would have
reduced those performance numbers. The accounts in the Tradewinds International
Value Composite do not pay the same expenses that mutual funds pay and are not
subject to the diversification rules, tax restrictions and investment limits
under the 1940 Act or Subchapter M of the Code. Consequently, the performance
results for the Tradewinds International Value Composite would have been
adversely affected if the institutional private accounts included in the
Tradewinds International Value Composite had been subject to these expenses and
may have been adversely affected if the institutional private accounts included
in the Tradewinds International Value Composite had been regulated as
investment companies under the federal securities laws. The aggregate returns
of the accounts in the Tradewinds International Value Composite may not reflect
the returns of any particular account managed by Tradewinds.




[GRAPHIC APPEARS HERE]




                          If you have any questions, please call 1-800-992-0180.

                                       Performance of the Underlying Funds    33

FINANCIAL
 HIGHLIGHTS
--------------------------------------------------------------------


The financial highlights tables on the following pages are intended to help you
understand the Fund's Class A, Class B and Class C shares' financial
performance for the period of each class' operations. Certain information
reflects financial results for a single share. The total return in the table
represents the rate that an investor would have earned (or lost) on an
investment in the Fund (assuming reinvestment of all dividends and
distributions). A report of the Fund's independent registered public accounting
firm, along with the Fund's financial statements, is included in the Fund's
annual shareholder report, which is incorporated by reference into the SAI and
is available upon request.


34  Financial Highlights

FINANCIAL HIGHLIGHTSING DIVERSIFIED INTERNATIONAL FUND
--------------------------------------------------------------------


The information in the table below has been derived from the Fund's financial
statements, which have been audited by KPMG LLP, an independent registered
public accounting firm.



                                                                           CLASS A
                                                            --------------------------------------
                                                                                      DECEMBER 21,
                                                                                       2005(1) TO
                                                             YEAR ENDED OCTOBER 31,   OCTOBER 31,
                                                                      2007                2006
                                                            ------------------------ -------------
 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of period                  $               11.61               10.00
 Income (loss) from investment operations:
 Net investment income (loss)                          $                0.05*             (0.03)*
 Net realized and unrealized gain on investments in   $                 3.38                1.64
  affiliates
 Total from investment operations                      $                3.43                1.61
 Less distributions from:
 Net investment income                                 $                0.06                  -
 Total distributions                                  $                 0.06                  -
 Net asset value, end of period                        $               14.98               11.61
 TOTAL RETURN(2)                                       %               29.66               16.10
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of period (000's)                     $             383,364             170,108
 Ratios to average net assets:
 Gross expenses prior to expense reimbursement(3)(4)   %                0.55                0.66
 Net expenses after expense reimbursement(3)(4)(5)     %                0.21                0.35
 Net investment income (loss) after expense            %                0.37              (0.35)
  reimbursement(3)(4)(5)
 Portfolio turnover rate                               %                  32                 30




                                                                                CLASS B
                                                                 --------------------------------------
                                                                                           DECEMBER 21,
                                                                                            2005(1) TO
                                                                  YEAR ENDED OCTOBER 31,   OCTOBER 31,
                                                                           2007                2006
                                                                 ------------------------ -------------
 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of period                       $                11.54              10.00
 Income (loss) from investment operations:
 Net investment loss                                        $               (0.04)             (0.10)*
 Net realized and unrealized gain on investments in        $                  3.35               1.64
  affiliates
 Total from investment operations                           $                 3.31               1.54
 Less distributions from:
 Net investment income                                      $                 0.01                 -
 Total distributions                                       $                  0.01                 -
 Net asset value, end of period                             $                14.84              11.54
 TOTAL RETURN(2)                                            %                28.68              15.40
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of period (000's)                          $              43,667             23,035
 Ratios to average net assets:
 Gross expenses prior to expense reimbursement(3)(4)        %                 1.30               1.41
 Net expenses after expense reimbursement(3)(4)(5)          %                 0.96               1.10
 Net investment loss after expense reimbursement(3)(4)(5)   %               (0.34)             (1.10)
 Portfolio turnover rate                                    %                  32                 30




[GRAPHIC APPEARS HERE]




                          If you have any questions, please call 1-800-992-0180.

                                          ING Diversified International Fund  35

ING DIVERSIFIED INTERNATIONAL FUND - (CONTINUED)           FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------



                                                                                CLASS C
                                                                 --------------------------------------
                                                                                           DECEMBER 21,
                                                                                            2005(1) TO
                                                                  YEAR ENDED OCTOBER 31,   OCTOBER 31,
                                                                           2007                2006
                                                                 ------------------------ -------------
 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of period                       $                 11.54             10.00
 Income (loss) from investment operations:
 Net investment loss                                        $                (0.05)*           (0.10)*
 Net realized and unrealized gain on investments in        $                   3.35              1.64
  affiliates
 Total from investment operations                           $                  3.30              1.54
 Less distributions from:
 Net investment income                                      $                  0.01                -
 Total distributions                                       $                   0.01                -
 Net asset value, end of period                             $                 14.83             11.54
 TOTAL RETURN(2)                                            %                 28.63             15.40
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of period (000's)                          $               168,661           69,825
 Ratios to average net assets:
 Gross expenses prior to expense reimbursement(3)(4)        %                  1.30              1.41
 Net expenses after expense reimbursement(3)(4)(5)          %                  0.96              1.10
 Net investment loss after expense reimbursement(3)(4)(5)   %                (0.39)            (1.10)
 Portfolio turnover rate                                    %                   32                30


(1)   Commencement of operations.

(2)   Total return is calculated assuming reinvestment of all dividends and
      capital gain distributions at net asset value and excluding the deduction
      of sales charges. Total return for less than one year is not annualized.


(3)   Annualized for period less than one year.

(4)   Expense ratios do not include expenses of Underlying Funds.




(5)   The Adviser has agreed to limit expenses (excluding interest, taxes,
      brokerage and extraordinary expenses), subject to possible recoupment by
      ING Investments, LLC within three years of being incurred.



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




36    ING Diversified International Fund

In addition to the Fund offered in this Prospectus, the Distributor also offers
the funds listed below. Before investing in a fund, shareholders should
carefully review the fund's prospectus. Investors may obtain a copy of a
prospectus of any ING Fund not discussed in this Prospectus by calling (800)
992-0180 or by going to www.ingfunds.com.

Domestic Equity and Income Funds
ING Balanced Fund
ING Growth and Income Fund
ING Real Estate Fund


Domestic Equity Growth Funds

ING Fundamental Research Fund
ING Growth Fund
ING LargeCap Growth Fund
ING MidCap Opportunities Fund
ING Opportunistic LargeCap Fund
ING Small Company Fund
ING SmallCap Opportunities Fund

Domestic Equity Index Funds
ING Index Plus LargeCap Fund
ING Index Plus MidCap Fund
ING Index Plus SmallCap Fund

Domestic Equity Value Funds
ING Financial Services Fund
ING LargeCap Value Fund
ING SmallCap Value Choice Fund
ING Value Choice Fund

Fixed-Income Funds
ING GNMA Income Fund
ING High Yield Bond Fund
ING National Tax-Exempt Bond Fund

Global Equity Funds
ING Global Equity Dividend Fund
ING Global Natural Resources Fund
ING Global Real Estate Fund
ING Global Science and Technology Fund
ING Global Value Choice Fund

International Equity Funds
ING Asia-Pacific Real Estate Fund
ING Disciplined International SmallCap Fund
ING Emerging Countries Fund
ING European Real Estate Fund
ING Foreign Fund
ING Greater China Fund
ING Index Plus International Equity Fund
ING International Equity Dividend Fund
ING International Growth Opportunities Fund
ING International Capital Appreciation Fund
ING International Real Estate Fund
ING International SmallCap Multi-Manager Fund
ING International Value Fund
ING International Value Choice Fund
ING International Value Opportunities Fund
ING Russia Fund

Global International Fixed-Income Funds
ING Global Bond Fund
ING Emerging Markets Fixed Income Fund

Loan Participation Fund
ING Senior Income Fund

Money Market Fund
ING Money Market Fund
ING Classic Money Market Fund

Strategic Allocation Funds
ING Strategic Allocation Conservative Fund
ING Strategic Allocation Growth Fund
ING Strategic Allocation Moderate Fund

WHERE TO GO FOR MORE INFORMATION
YOU'LL FIND MORE INFORMATION ABOUT THE FUND IN OUR:


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


STATEMENT OF ADDITIONAL INFORMATION ("SAI")
The SAI contains more detailed information about the Fund. The SAI is legally
part of this Prospectus (it is incorporated by reference). A copy has been
filed with the SEC.

Please write, call or visit our website for a free copy of the current annual/
semi-annual shareholder reports, the SAI or other Fund information.

To make shareholder inquiries contact:


THE ING FUNDS
7337 East Doubletree Ranch Road
Scottsdale, AZ 85258-2034

1-800-992-0180

Or visit our website at WWW.INGFUNDS.COM

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


U.S. SECURITIES AND EXCHANGE COMMISSION
Public Reference Section
100 F Street, N.E.
Washington, D.C. 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
WWW.SEC.GOV.

When contacting the SEC, you will want to refer to the Fund's SEC file numbers.
The file numbers are as follows:


ING Mutual Funds                        811-07428
  ING Diversified International Fund


PRPRO-UDIFABC                                                    (0208-022908)
[GRAPHIC APPEARS HERE]




--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

Prospectus
FEBRUARY 29, 2008


Class I and Class W

ING DIVERSIFIED INTERNATIONAL FUND


 This Prospectus contains important information about investing in Class I and
 Class W shares of ING Diversified International 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.

-------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

MUTUAL FUNDS
--------------------------------------------------------------------------------


                                                                  WHAT'S INSIDE
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

       INVESTMENT
       OBJECTIVE
[GRAPHIC APPEARS HERE]

       PRINCIPAL
       INVESTMENT
       STRATEGIES
[GRAPHIC APPEARS HERE]

       RISKS

[GRAPHIC APPEARS HERE]

       HOW THE
       FUND HAS
       PERFORMED
[GRAPHIC APPEARS HERE]

       WHAT YOU
       PAY TO
       INVEST

Risk is the potential that your investment will lose money or not earn as much
as you hope. All mutual funds have varying degrees of risk, depending on the
securities in which they invest. Please read this Prospectus carefully to be
sure you understand the principal investment strategies and risks associated
with the Fund. You should consult the Statement of Additional Information
("SAI") for a complete list of the investment strategies and risks.

[GRAPHIC APPEARS HERE]

If you have any questions about the Fund, please call your investment
professional or us at 1-800-992-0180.

These pages contain a description of the Fund included in this Prospectus,
including the Fund's investment objective, principal investment strategies and
risks.

You'll also find:

HOW THE FUND HAS PERFORMED. A chart that shows the Fund's financial performance
for the past ten years (or since inception, if shorter).

WHAT YOU PAY TO INVEST. A list of the fees and expenses you pay - both directly
and indirectly - when you invest in the Fund.

INTRODUCTION                         1
ING Diversified International Fund   2

WHAT YOU PAY TO INVEST                         4
SHAREHOLDER GUIDE                             12
MANAGEMENT OF THE FUND                        19
MORE INFORMATION ABOUT RISKS                  20
DIVIDENDS, DISTRIBUTIONS AND TAXES            25
PERFORMANCE OF THE UNDERLYING FUNDS           27
FINANCIAL HIGHLIGHTS                          31
WHERE TO GO FOR MORE INFORMATION      Back Cover


                      (THIS PAGE INTENTIONALLY LEFT BLANK)

INTRODUCTION
--------------------------------------------------------------------------------

AN INTRODUCTION TO THE FUND
The Fund seeks to achieve its investment objective by investing in other ING
Funds ("Underlying Funds") and uses asset allocation strategies to determine
how much to invest in the Underlying Funds. The Fund is designed to meet the
needs of investors who wish to seek exposure to various types of international
securities through a single diversified investment.

The Fund invests primarily in a combination of the Underlying Funds that, in
turn, invest directly in a wide range of international securities. Although an
investor may achieve the same level of diversification by investing directly in
a variety of the Underlying Funds, the Fund provides investors with a means to
simplify their investment decisions by investing in a single diversified
portfolio. For more information about the Underlying Funds, please see "More
Information on Investment Strategies" on page 7 and "Description of the
Investment Objectives, Main Investments and Risks of the Underlying Funds"
beginning on page 8 of this Prospectus.


Although the Fund is designed to serve as a diversified investment portfolio of
international securities, no single mutual fund can provide an appropriate
investment program for all investors. You should evaluate the Fund in the
context of your personal financial situation, investment objectives and other
investments.


This Prospectus explains the investment objective, principal investment
strategies and risks of the Fund. Reading this Prospectus will help you to
decide whether the Fund is the right investment for you. You should keep this
Prospectus for future reference.

AN INTRODUCTION TO THE ASSET ALLOCATION PROCESS

ING Investments, LLC ("ING Investments" or "Adviser") is the investment adviser
of the Fund. ING Investments is an indirect, wholly-owned subsidiary of ING
Groep, N.V. ("ING Groep") (NYSE: ING).

ING Investment Management Co. ("ING IM" or "Consultant") is a consultant to ING
Investments. Both ING Investments and ING IM are indirect, wholly-owned
subsidiaries of ING Groep. ING Investments and ING IM, working together, have
designed the Fund that will be constructed and managed in accordance with the
following process:

ING Investments uses an asset allocation process to determine the Fund's
investment mix. This asset allocation process can be described as follows:

1. In the first stage, the mix of international equity asset classes that is
   likely to produce the optimal return for the Fund is estimated. This
   estimate is made with reference to an investment model that incorporates
   historical and expected returns, standard deviations and correlation
   coefficients of international asset classes as well as other financial
   variables. The mix of international asset classes arrived at for the Fund
   is called the "Target Allocation." ING IM will review the Target Allocation
   at least annually and make recommendations to ING Investments regarding
   proposed changes. ING IM will also provide tactical allocation
   recommendations to ING Investments, to overweight certain asset classes and
   style, while underweighting other asset classes. These recommendations are
   intended to be in response to changing market conditions, and to enable ING
   Investments to shift to those asset classes that are expected to outperform
   under certain market conditions. ING Investments has set up an Investment
   Committee made up of a team of professionals to consider and review the
   recommendations of ING IM, and will retain discretion over implementation
   of ING IM's recommendations, as necessary.

2. ING Investments determines the Underlying Funds in which the Fund invests to
   attain its Target Allocation. In choosing an Underlying Fund, ING
   Investments considers, among other factors, the degree to which the
   Underlying Fund's holdings or other characteristics correspond to the
   desired Target Allocation. ING Investments, at any time, may change the
   Underlying Funds in which the Fund invests, may add or drop Underlying
   Funds, and may determine to make tactical changes in the Fund's Target
   Allocation depending on market conditions and ING IM's recommendations. ING
   Investments determines the Target Allocation and the selection of
   Underlying Funds.

3. The Target Allocation may be changed at any time by ING Investments.


The Investment Committee of ING Investments will have sole authority over the
asset allocations, investments in particular Underlying Funds (including any
Underlying Funds organized in the future) and the Target Allocation for the
Fund, including determining the transition pattern of the Fund in a timely but
reasonable manner based upon market conditions at the time of allocation
changes. The pre-defined mixes will be reviewed at least annually and analyzed
for consistency with current market conditions and industry trends in
consultation with ING IM.


The Fund's stated investment objective is non-fundamental and may be changed by
the Fund's Board of Trustees ("Board") without the approval of shareholders.

1    Introduction

                                                                        ADVISER
                                                            ING Investments, LLC
ING DIVERSIFIED INTERNATIONAL FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

INVESTMENT OBJECTIVE

The Fund's investment objective is to seek long term growth of capital. The
Fund's investment objective is not fundamental and may be changed without a
shareholder vote.

[GRAPHIC APPEARS HERE]

PRINCIPAL  INVESTMENT STRATEGIES
The Fund invests in a combination of Underlying Funds that in turn invest in
foreign equity securities of issuers located in a number of different
countries, other than the U.S. The Adviser seeks to diversify the Fund's
holdings internationally by including Underlying Funds that invest in companies
of all market capitalizations, Underlying Funds that invest using a growth or
value style and Underlying Funds that invest in companies in both developed
countries and countries with emerging securities markets.The Fund's current
approximate Target Allocations (expressed as a percentage of its net assets)
among the Underlying Funds are set out below. As these are Target Allocations,
the actual allocations of the Fund's assets may deviate from the percentages
shown.


International Core                                                         35%

International Growth                                                     17.5%
International Value                                                      17.5%
International SmallCap                                                     10%
Emerging Markets                                                           15%

International Real Estate                                                   5%


The Fund may be rebalanced periodically to return to the Target Allocation and
inflows and outflows may be managed to attain the Target Allocation. The Target
Allocation may be changed, at any time, as described under "An Introduction to
the Asset Allocation Process."

--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

RISKS
You could lose money on an investment in the Fund. The Fund may be affected by
the following risks, among others:


AFFILIATED FUNDS - in managing the Fund, ING Investments will have authority to
select and substitute Underlying Funds. ING Investments may be subject to
potential conflicts of interest in selecting Underlying Funds because the fees
paid to it by some Underlying Funds are higher than fees paid by other
Underlying Funds. However, ING Investments is a fiduciary to the Fund and is
legally obligated to act in the Fund's best interests when selecting Underlying
Funds.

ASSET ALLOCATION - assets will be allocated among funds and markets based on
judgments made by ING Investments. There is a risk that the Fund may allocate
assets to an Underlying Fund or market that underperforms other asset classes.
For example, the Fund may be underweighted in assets or a market that is
experiencing significant returns or overweighted in assets or a market with
significant declines.

CONVERTIBLE SECURITIES -
the value of convertible securities may fall when interest rates rise.
Convertible securities with longer maturities tend to be more sensitive to
changes in interest rates, usually making them more volatile than convertible
securities with shorter maturities. An Underlying Fund could lose money if the
issuer of a convertible security is unable to meet its financial obligations or
goes bankrupt.

DERIVATIVES - derivatives are subject to the risk of changes in the market
price of the underlying security, credit risk with respect to the counterparty
to the derivative instruments, and the risk of loss due to changes in interest
rates. The use of certain derivatives may have a leveraging effect, which may
increase the volatility of an Underlying Fund and may reduce its returns.

FOREIGN INVESTING - the Fund allocates assets to Underlying Funds that invest
in foreign investments. Foreign investments may be riskier than U.S.
investments for many reasons, including: changes in currency exchange rates;
unstable political and economic conditions; a lack of adequate company
information; differences in the way securities markets operate; less secure
foreign banks or securities depositories than those in the United States; less
standardization of accounting standards and market regulations in certain
foreign countries and varying foreign controls on investments. Foreign
investments may also be affected by administrative difficulties, such as delays
in clearing and settling transactions. Additionally, securities of foreign
companies may be denominated in foreign currencies. Exchange rate fluctuations
may reduce or eliminate gains or create losses. Hedging strategies intended to
reduce this risk may not perform as expected. These factors may make foreign
investments more volatile and potentially less liquid than U.S. investments. To
the extent an Underlying Fund invests in countries with emerging securities
markets, the risks of foreign investing may be greater, as these countries may
be less politically and economically stable than other countries. It may also
be more difficult to buy and sell securities in countries with emerging
securities markets.

MARKET TRENDS - from time to time, the stock market may not favor growth or
value oriented securities in which an Underlying Fund invests. Rather, the
market could favor securities to which an Underlying Fund is not exposed, or
may not favor equities at all.

PRICE VOLATILITY - the value of the Fund changes as the prices of the
Underlying Funds' investments go up or down. Equity securities face market,
issuer and other risks, and their values may fluctuate, sometimes rapidly and
unpredictably. Market risk is the risk that securities may decline in value due
to factors affecting securities markets generally or particular industries.
Issuer risk is the risk that the value of a security may decline for reasons
relating to the issuer, such as changes in the financial condition of the
issuer. While equities may offer the potential for greater long-term growth
than most debt securities, they generally have higher volatility.

The Fund may invest in Underlying Funds that invest in small- and mid-sized
companies, which may be more susceptible to greater price volatility than
larger companies because they typically have fewer financial resources, more
limited product and market diversification and may be dependent on a few key
managers.



If you would like additional information regarding the Fund's investment
strategies and risks or the Underlying Funds' investment strategies and risks
please see "More Information on Investment Strategies" beginning on page 7,
"Description of the Investment Objectives, Main Investments and Risks of the
Underlying Funds" beginning on page 8, and "More Information About Risks"
beginning on page 21 of this Prospectus.
2  ING Diversified International Fund

                                             ING DIVERSIFIED INTERNATIONAL FUND
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

HOW THE FUND HAS PERFORMED

                The following information is intended to help you understand
                the risks of investing in the Fund. The value of your shares in
                the Fund will fluctuate depending on the Fund's investment
                performance. The bar chart and table below show the changes in
                the Fund's performance from year to year, and the table
                compares the Fund's performance to the performance of a broad
                measure of market performance for the same period. The Fund's
                past performance (before and after income taxes) is no
                guarantee of future results.


The bar chart below provides some indication of the risks of investing in the
Fund by showing changes in the performance of the Fund's Class I shares from
year to year.


                       YEAR-BY-YEAR TOTAL RETURNS (%)(1)
                       (FOR THE PERIOD ENDED DECEMBER 31)

[GRAPHIC APPEARS HERE]


1998   1999   2000   2001   2002   2003   2004   2005   2006       2007
                                                        24.74      12.09


   Best and worst quarterly performance of Class I shares during this period:


                         Best: 4th quarter 2006: 11.69%
                       Worst: 4th quarter 2007: (2.45)%


                        AVERAGE ANNUAL TOTAL RETURNS(1)
                   (FOR THE PERIODS ENDED DECEMBER 31, 2007)


The table below provides some indication of the risks of investing in the Fund
by comparing the Fund's Class I shares' performance to that of a broad measure
of market performance - the Morgan Stanley Capital International All Country
World ex U.S. IndexSM ("MSCI All Country World ex U.S. IndexSM"). It is not
possible to invest directly in the index. The table also shows returns on a
before-tax and after-tax basis. After-tax returns are calculated using the
historical highest individual federal marginal income tax rates and do not
reflect the impact of state and local taxes.


Actual after-tax returns depend on an investor's tax situation and may differ
from those shown, and after-tax returns shown are not relevant to investors who
hold their Fund shares through tax-deferred arrangements, such as 401(k) plans
or individual retirement accounts.

In some cases the return after taxes may exceed the return before taxes due to
an assumed tax benefit from any losses on a sale of Fund shares at the end of
the measurement period.


                                                                                           5 YEARS
                                                                        1 YEAR       (OR LIFE OF CLASS)      10 YEARS
 CLASS I RETURN BEFORE TAXES                                  %       12.09              18.04(1)               N/A
 Class I Return After Taxes on Distributions                  %       11.51              17.68(1)               N/A
 Class I Return After Taxes on Distributions and Sale of      %        8.32              15.44(1)               N/A
  Fund Shares
 MSCI All Country World ex U.S. IndexSM(2)                    %       16.65              21.55(3)               N/A



(1)   Class I shares commenced operations on December 21, 2005. Because Class W
      shares had not commenced operations as of December 31, 2007, no
      performance is presented for Class W.



(2)   MSCI All Country World ex U.S. IndexSM is a free float-adjusted market
      capitalization index that is designed to measure equity market
      performance in the global developed and emerging markets, excluding the
      U.S. It includes the reinvestment of dividends and distributions net of
      withholding taxes, but does not reflect fees, brokerage commissions or
      other expenses of investing.


(3)   The Index return for Class I shares is for the period beginning January
      1, 2006.

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                          If you have any questions, please call 1-800-992-0180.

                                         ING Diversified International Fund    3

WHAT YOU PAY TO INVEST
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

      There are two types of fees and expenses when you invest in mutual funds:
      fees, including sales charges, you pay directly when you buy or sell
      shares, and operating expenses paid each year by the Fund.

      The tables that follow show the fees and expenses you pay if you buy and
      hold shares of the Fund. The table that follows shows the fees and the
      estimated operating expenses for the Fund. The estimated expenses are
      based on the expenses paid by the Fund in the fiscal year ended October
      31, 2007. Shareholders of the Fund will indirectly bear the expenses of
      an Underlying Fund based upon the percentage of the Fund's assets that is
      allocated to the Underlying Fund. Because the fees and annual net
      operating expenses of the Underlying Fund, and the Fund's allocation to
      that Underlying Fund, will vary from year to year, the fees and expenses
      paid by the Fund may vary from year to year.

FEES YOU PAY DIRECTLY


                                                                 CLASS I      CLASS W
                                                                ---------    --------
 MAXIMUM SALES CHARGE ON YOUR INVESTMENT (AS A % OF                none         none
  OFFERING PRICE)
 MAXIMUM DEFERRED SALES CHARGE (AS A % OF PURCHASE OR SALES        none         none
  PRICE, WHICHEVER IS LESS)



OPERATING EXPENSES PAID EACH YEAR BY THE FUND(1)
(as a % of average net assets)

CLASS I


                                                         DISTRIBUTION
                                                          AND SERVICE
                                            MANAGEMENT      (12B-1)        OTHER
FUND                                            FEE           FEE       EXPENSES(2)
-------------------------------------      ------------ -------------- -------------
 ING Diversified International Fund    %         0.00         N/A             0.30

                                         ACQUIRED
                                       (UNDERLYING)     TOTAL                             NET
                                           FUNDS         FUND          WAIVERS,          FUND
                                         FEES AND     OPERATING     REIMBURSEMENTS     OPERATING
FUND                                    EXPENSES(3)    EXPENSES   AND RECOUPMENTS(4)   EXPENSES
------------------------------------- -------------- ----------- -------------------- ----------
 ING Diversified International Fund          1.18          1.48           (0.26)           1.22



CLASS W




                                                         DISTRIBUTION
                                                          AND SERVICE
                                            MANAGEMENT      (12B-1)        OTHER
FUND                                            FEE           FEE       EXPENSES(2)
-------------------------------------      ------------ -------------- -------------
 ING Diversified International Fund    %         0.00         N/A             0.30

                                         ACQUIRED
                                       (UNDERLYING)     TOTAL                             NET
                                           FUNDS         FUND          WAIVERS,          FUND
                                         FEES AND     OPERATING     REIMBURSEMENTS     OPERATING
FUND                                    EXPENSES(3)    EXPENSES   AND RECOUPMENTS(4)   EXPENSES
------------------------------------- -------------- ----------- -------------------- ----------
 ING Diversified International Fund          1.18          1.48           (0.26)           1.22


--------------------------------------------------------------------------------


(1)      This table shows the estimated operating expenses for Class I shares
         and Class W shares of the Fund as a ratio of expenses to average daily
         net assets. The estimated expenses for Class I Shares are based on the
         Fund's actual operating expenses for its most recently completed
         fiscal year as adjusted for contractual changes, if any, and fee
         waivers to which ING Investments, the Investment adviser to the Fund,
         has agreed. Because Class W shared had not commenced operations as of
         the date of this Prospectus, these expenses are based on the Fund's
         actual operating expenses for Class A shares as adjusted for Class
         level expense differences, contractual changes, if any, and fee
         waivers to which ING Investments,LLC, the investment adviser to the
         Fund, has agreed.

(2)      ING Funds Services, LLC receives an annual administrative fee equal to
         0.10% of the Fund's average daily net assets which is reflected in
         "Other Expenses."



(3)      The Fund's Acquired (Underlying) Funds Fees and Expenses is based on a
         weighted average of the fees and expenses of the Underlying Funds in
         which it invests. The amount of fees and expenses of the Underlying
         Funds borne by a Fund will vary based on the Fund's allocation of
         assets to, and the annualized net expenses of, the particular
         Underlying Funds during the Fund's fiscal year.

(4)      ING Investments, LLC, has entered into a written expense limitation
         agreement with the Fund under which it will limit expenses of the Fund
         excluding interest, taxes, brokerage and extraordinary expenses,
         subject to possible recoupment by ING Investments within three years.
         The amount of the Fund's expenses proposed to be waived or reimbursed
         during the current fiscal year by ING Investments, LLC adjusted for
         contractual changes, if any, is shown under the heading "Waivers and
         Reimbursements." The total expense limits for the Fund, including the
         expenses of the Underlying Funds is 1.22% for Class I and Class W
         shares. The expense limits will continue through at least March 1,
         2009 for Class I shares and through at least March 1, 2010 for Class W
         shares. The expense limitation agreement is contractual and shall
         renew automatically for one-year terms unless ING Investments, LLC
         provides written notice of the termination of the expense limitation
         agreement within 90 days of the end of the then-current term or upon
         termination of the investment management agreement.


4  What You Pay to Invest

                                                         WHAT YOU PAY TO INVEST
--------------------------------------------------------------------------------

             ACQUIRED (UNDERLYING) FUNDS ANNUAL OPERATING EXPENSES
                 (AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS)

Because we use a weighted average in calculating expenses attributable to the
Fund, the amount of the fees and expenses of the Class I shares of the
Underlying Funds indirectly borne by the Fund will vary based on the Fund's
allocation of assets to, and the annualized net operating expenses of, the
particular Underlying Funds during the Fund's fiscal year. The following are
the annual net expense ratios (as an annual percentage of average daily net
assets) for each Underlying Fund as of October 31, 2007.

CLASS I


                                                NET OPERATING
UNDERLYING FUND                                    EXPENSES
------------------------------------------    -----------------
 ING Emerging Countries                                  1.56%
 ING Foreign                                             1.21%
 ING Index Plus International Equity                     0.87%
 ING International Capital Appreciation                  1.15%
 ING International Equity Dividend (1)                   1.15%
 ING International Real Estate                           1.25%
 ING International SmallCap Multi-Manager                1.20%
 ING International Value Choice                          1.31%



(1)   Indicates the estimated operating expenses for the Fund as a ratio of
      expenses to average daily net assets. The Fund had not had a full year of
      operations as of the fiscal year ended October 31, 2007.


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                          If you have any questions, please call 1-800-992-0180.

                                                       What You Pay to Invest  5

WHAT YOU PAY TO INVEST
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]


      EXAMPLES(1)



      The Examples are intended to help you compare the cost of investing in
      shares of the Fund, including the costs of the Underlying Funds, with the
      cost of investing in other mutual funds. The Examples assume that you
      invest $10,000 in the shares of the Fund for the time periods indicated
      and then redeem all of your shares at the end of those periods. The
      Examples also assume that your investment has a 5% return each year, that
      all dividends and distributions are reinvested, and that the Class I
      shares of the Underlying Fund's total net annual operating expenses
      remain the same. Although your actual costs may be higher or lower, the
      Examples show what your costs would be based on these assumptions.


CLASS I


FUND                                              1 YEAR      3 YEARS      5 YEARS      10 YEARS
------------------------------------             --------    ---------    ---------    ---------
 ING Diversified International Fund      $         124          442          783          1,746



CLASS W




FUND                                              1 YEAR      3 YEARS      5 YEARS      10 YEARS
------------------------------------             --------    ---------    ---------    ---------
 ING Diversified International Fund      $         124          416          757          1,723


--------------------------------------------------------------------------------


(1)   The Examples reflect any expense limitation agreements/waivers of the
      Fund and Underlying Funds for the one-year period and the first year of
      the three-, five- and ten-year periods.


6  What You Pay to Invest

MORE               INFORMATION ON INVESTMENT STRATEGIES
--------------------------------------------------------------------

MORE ON THE ASSET ALLOCATION PROCESS
As described earlier in this Prospectus, the Fund pursues its investment
objective by investing in a combination of the Underlying Funds. ING
Investments determines the mix of Underlying Funds and sets the appropriate
Target Allocations and ranges for investments in those Underlying Funds.

Periodically, based upon a variety of quantitative and qualitative factors, ING
Investments uses economic and statistical methods to recommend the optimal
Target Allocations and ranges for the Fund, the resulting allocations to the
Underlying Funds, and whether any Underlying Funds should be added or removed
from the mix.

The factors considered may include the following:

(i)        the investment objective of the Fund and each of the Underlying
           Funds;

(ii)       economic and market forecasts;

(iii)      proprietary and third-party reports and analyses;

(iv)       the risk/return characteristics, relative performance, and
           volatility of Underlying Funds; and

(v)        the correlation and covariance among Underlying Funds.

As market prices of the Underlying Funds' portfolio securities change, the
Fund's actual allocations will vary somewhat from the Target Allocations,
although the percentages generally will remain within an acceptable range of
the Target Allocation percentages. If changes are made as described above,
those changes will be reflected in the Prospectus. However, it may take some
time to fully implement the changes. ING Investments will implement the changes
over a reasonable period of time while seeking to minimize disruptive effects
and added costs to the Fund and the Underlying Funds.

ING Investments intends to rebalance the Fund on at least a quarterly basis,
but may rebalance more frequently as deemed appropriate, to attain the Target
Allocation investment allocations. When the Fund receives new investment
proceeds or redemption requests, depending on the Fund's current cash reserves,
ING Investments may determine to purchase additional shares or redeem shares of
Underlying Funds. In making those purchases or redemptions, ING Investments
will attempt to rebalance the Fund's holdings of Underlying Funds to bring them
more closely in line with the Fund's Target Allocations. If ING Investments
believes it is in the best interests of the Fund and its shareholders, to
deviate from the Target Allocations, it may rebalance more frequently than
quarterly, limit the degree of rebalancing or avoid rebalancing altogether,
pending further analysis and more favorable market conditions.

INVESTMENT OBJECTIVES, MAIN INVESTMENTS AND RISKS OF THE UNDERLYING FUNDS


The Fund seeks to meet its investment objective by allocating its assets among
the Underlying Funds. Because the Fund invests in the Underlying Funds,
shareholders will be affected by the investment strategies of each Underlying
Fund. Information is provided below on each Underlying Fund, including its
investment objective, main investments, main risks, investment adviser, and
sub-adviser. This information is intended to provide potential investors in the
Fund with information that they may find useful in understanding the investment
history and risks of the Underlying Funds. Please refer to the section entitled
"More Information About Risks" for an expanded discussion of the risks listed
below for a particular Underlying Fund.


You should note that over time the Fund will alter its allocation of assets
among the Underlying Funds, and may add or delete Underlying Funds that are
considered for investment. Therefore, it is not possible to predict the extent
to which the Fund will be invested in each Underlying Fund at any one time. As
a result, the degree to which the Fund may be subject to the risks of a
particular Underlying Fund will depend on the extent to which the Fund has
invested in the Underlying Fund.

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                          If you have any questions, please call 1-800-992-0180.

                                  More Information on Investment Strategies    7

MORE INFORMATION ON INVESTMENT STRATEGIES
--------------------------------------------------------------------------------

         DESCRIPTION OF THE INVESTMENT OBJECTIVES, MAIN INVESTMENTS AND
                         RISKS OF THE UNDERLYING FUNDS


                                        UNDERLYING       INVESTMENT
   INVESTMENT ADVISER/SUB-ADVISER          FUND          OBJECTIVE
INVESTMENT ADVISER:                  ING Emerging     Maximum
ING Investments, LLC                 Countries Fund   long-term
                                                      capital
SUB-ADVISER:                                          appreciation.
Brandes Investment Partners, L.P.
("Brandes")
INVESTMENT ADVISER:                  ING Foreign      Long-term
ING Investments, LLC                 Fund             growth of
                                                      capital.
SUB-ADVISER:
Julius Baer Investment Management
LLC ("Julius Baer")

   INVESTMENT ADVISER/SUB-ADVISER               MAIN INVESTMENTS                        MAIN RISKS
INVESTMENT ADVISER:                  Invests at least 80% of its assets    Convertible securities risk,
ING Investments, LLC                 in securities of issuers located in   emerging markets investments
                                     a number of different countries       risk, foreign investing risk,
SUB-ADVISER:                         with emerging securities              inability to sell securities risk,
Brandes Investment Partners, L.P.    markets. The Fund may invest in       investments in small- and mid-
("Brandes")                          large-, mid- and small-sized          capitalization companies risk,
                                     companies. The Fund holds             market trends risk, other
                                     common stocks, preferred stocks,      investment companies risk,
                                     American, European and Global         portfolio turnover risk, price
                                     depositary receipts and               volatility risk, securities lending
                                     convertible securities. The Fund      risk, and value investing risk.
                                     will typically invest, at the time
                                     of purchase, up to the greater of
                                     either: (1) 20% of total Fund
                                     assets in any particular country
                                     or industry at the time of
                                     purchase, or (2) 150% of the
                                     weighting of such country or
                                     industry as represented in the
                                     Morgan Stanley Capital
                                     International Emerging Markets
                                     Index at the time of purchase.
                                     The Fund may invest in other
                                     investment companies.
INVESTMENT ADVISER:                  Invests at least 80% of its assets    Convertible and debt securities
ING Investments, LLC                 in international equity securities    risk, derivatives risk, emerging
                                     tied economically to countries        markets investments risks,
SUB-ADVISER:                         outside the United States. The        foreign investing risk, high-yield,
Julius Baer Investment Management    equity securities in which the        lower-grade debt securities risk,
LLC ("Julius Baer")                  Fund may invest include common        inability to sell securities risk,
                                     and preferred stock, American,        investments in small- and mid-
                                     European and Global depositary        capitalization companies risk,
                                     receipts, convertible securities,     other investment companies risk,
                                     rights, warrants and other            price volatility risk, securities
                                     investment companies, including       lending risk and value investing
                                     exchange-traded funds. The            risk.
                                     Fund normally has a bias towards
                                     larger companies (those with
                                     market capitalizations of $10
                                     billion or greater), but also may
                                     invest in smaller companies. It
                                     may invest in emerging markets
                                     countries but presently intends
                                     to invest no more than 35% in
                                     such securities. It may also invest
                                     in debt securities of U.S. or
                                     foreign issuers of any maturity
                                     including up to 10% in high risk
                                     and high-yield, non-investment
                                     grade instruments. It may invest
                                     in derivatives such as futures,
                                     options and swaps, and warrants
                                     for hedging purposes and to
                                     maintain liquidity or increase
                                     total return.


8  More Information on Investment Strategies

  MORE INFORMATION ON INVESTMENT STRATEGIES
--------------------------------------------------------------------


                                         UNDERLYING            INVESTMENT
   INVESTMENT ADVISER/SUB-ADVISER           FUND               OBJECTIVE
INVESTMENT ADVISER:                  ING Index Plus    Outperform
ING Investments, LLC                 International     the total return
                                     Equity Fund       performance of
SUB-ADVISER:                                           the Morgan
ING Investment Management                              Stanley Capital
Advisors B.V. ("IIMA")                                 International
                                                       Europe,
                                                       Australasia and
                                                       Far East(Reg. TM) Index
                                                       ("MSCI EAFE(Reg. TM)
                                                       Index") while
                                                       maintaining a
                                                       market level of
                                                       risk.
INVESTMENT ADVISER:                  ING               Capital
ING Investments, LLC                 International     appreciation.
                                     Capital
SUB-ADVISER:                         Appreciation
Hansberger Global Investors, Inc.    Fund
("HGI")
INVESTMENT ADVISER:                  ING               Growth of
ING Investments, LLC                 International     capital with
                                     Equity Dividend   dividend
SUB-ADVISER:                         Fund              income as a
ING Investment Management                              secondary
Advisors B.V. ("IIMA")                                 consideration.

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If you have any questions, please call 1-800-992-0180.

   INVESTMENT ADVISER/SUB-ADVISER               MAIN INVESTMENTS                            MAIN RISKS
INVESTMENT ADVISER:                  Invests at least 80% of its assets     Convertible securities risk,
ING Investments, LLC                 in stocks included in the MSCI         derivatives risk, foreign investing
                                     EAFE(Reg. TM) Index, exchange-traded   risk, inability to sell securities risk,
SUB-ADVISER:                         funds and derivatives (including       investments in small- and mid-
ING Investment Management            futures and options) whose             capitalization companies risk,
Advisors B.V. ("IIMA")               economic returns are similar to        management risk, other
                                     the MSCI EAFE(Reg. TM) Index or its    investment companies risk,
                                     components. It may also invest in      portfolio turnover risk, price
                                     securities that are convertible        volatility risk, and securities
                                     into common stocks included in         lending risk.
                                     the MSCI EAFE(Reg. TM) Index. At any
                                     one time, the Fund holds
                                     between 300 and 400 of the
                                     stocks included in the MSCI
                                     EAFE(Reg. TM) Index.
INVESTMENT ADVISER:                  Invests at least 65% of its assets     Convertible and debt securities
ING Investments, LLC                 in equity securities of companies      risk, emerging markets
                                     located in a number of different       investment risk, foreign investing
SUB-ADVISER:                         countries, other than the U.S. It      risk, inability to sell securities risk,
Hansberger Global Investors, Inc.    may invest in companies of any         investments in small- and mid-
("HGI")                              size. It primarily invests in          capitalization companies risk,
                                     established foreign securities         other investment companies risk,
                                     markets, although it may invest        portfolio turnover risk, price
                                     in emerging market countries or        volatility risk and securities
                                     developing countries as well.          lending risk.
                                     These securities include common
                                     and preferred stocks, as well as
                                     convertible into common stock. It
                                     may invest in American,
                                     European and Global depositary
                                     receipts, as well as certain fixed-
                                     income securities. It invests a
                                     substantial amount of its assets
                                     in foreign investments which are
                                     denominated in other currencies
                                     besides the U.S. dollar and can
                                     be affected by fluctuations in
                                     exchange rates. The Fund may
                                     invest in other investment
                                     companies.
INVESTMENT ADVISER:                  Invests at least 80% of its net        Convertible securities risk,
ING Investments, LLC                 assets in a portfolio of equity        emerging markets investments
                                     securities of dividend paying          risk, foreign securities risk,
SUB-ADVISER:                         companies. At least 65% of the         inability to sell securities risk,
ING Investment Management            net assets of the Fund will            lending portfolio securities risk,
Advisors B.V. ("IIMA")               normally be invested in equity         market trend risk, other
                                     securities of issuers located in a     investment companies risk, price
                                     number of different countries,         volatility risk and small- and mid-
                                     other than the U.S., and at least      capitalization companies risk.
                                     75% of its net assets will
                                     normally be invested in common
                                     and preferred stocks, warrants
                                     and convertible securities. The
                                     Fund may invest in companies of
                                     any size. The Fund may invest in
                                     companies located in countries
                                     with emerging securities markets
                                     when the Sub-Adviser believes
                                     they present attractive
                                     investment opportunities. The
                                     Fund may invest in other
                                     investment companies.

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If you have any questions, please call 1-800-992-0180.


                                               More Information on Investment
Strategies  9

MORE INFORMATION ON INVESTMENT STRATEGIES
--------------------------------------------------------------------------------


                                           UNDERLYING        INVESTMENT
    INVESTMENT ADVISER/SUB-ADVISER            FUND           OBJECTIVE
INVESTMENT ADVISER:                    ING                High total
ING Investments, LLC                   International      return.
                                       Real Estate Fund
SUB-ADVISER:
ING Clarion Real Estate Securities,
L.P. ("ING CRES")
INVESTMENT ADVISER:                    ING                Maximum
ING Investments, LLC                   International      long-term
                                       SmallCap Multi-    capital
SUB-ADVISER:                           Manager Fund       appreciation.
Acadian Asset Management LLC
("Acadian")
Batterymarch Financial
Management, Inc. ("Batterymarch")
Schroder Investment Management
North America Inc. ("Schroders")

    INVESTMENT ADVISER/SUB-ADVISER                MAIN INVESTMENTS                           MAIN RISKS
INVESTMENT ADVISER:                    Invests at least 80% of its assets    Emerging markets investment
ING Investments, LLC                   in a portfolio of equity securities   risk, foreign investing risk,
                                       of companies that are principally     inability to sell securities risk,
SUB-ADVISER:                           engaged in the real estate            industry concentration risk,
ING Clarion Real Estate Securities,    industry. At least 65% of the         market trends risk, non-
L.P. ("ING CRES")                      Fund's assets will normally be        diversification risk, other
                                       invested in companies located in      investment companies risk,
                                       a number of different countries,      portfolio turnover risk, price
                                       other than the U.S. These             volatility risk, real estate risk, and
                                       companies may have investments        securities lending risk.
                                       that provide exposure to the U.S.
                                       real estate industry. The Fund
                                       expects these investments to be
                                       in stocks of large-, mid- and
                                       small-sized companies, including
                                       Real Estate Investment Trusts.
                                       The Fund may invest in countries
                                       with emerging securities
                                       markets. The Fund may invest in
                                       other investment companies.
INVESTMENT ADVISER:                    Invests at least 80% of its assets    Convertible securities risk,
ING Investments, LLC                   in securities of small market         derivatives risk, emerging
                                       capitalization companies              markets investments risk, foreign
SUB-ADVISER:                           (defined as those companies that      investing risk, growth investing
Acadian Asset Management LLC           have a market capitalization, at      risk, inability to sell securities risk,
("Acadian")                            the time of purchase, of up to $5     market trends risk, other
                                       billion). At least 65% of assets      investment companies risk,
Batterymarch Financial                 will normally be invested in          portfolio turnover risk, price
                                       companies located outside the         volatility risk, securities lending
Management, Inc. ("Batterymarch")                                            risk, small-sized companies risk,
                                                                             and value investing risk.

Schroder Investment Management         United States. It may invest up to
North America Inc. ("Schroders")       35% of assets in U.S. issuers.
                                       Invests primarily in common
                                       stocks or securities convertible
                                       into common stock of
                                       international issuers, but may
                                       invest from time to time in such
                                       instruments as forward currency
                                       contracts; futures contracts;
                                       other investment companies,
                                       including exchange-traded
                                       funds, rights, and American and
                                       Global depositary receipts. It may
                                       invest in companies located in
                                       countries with emerging
                                       securities markets.


10  More Information on Investment Strategies

  MORE INFORMATION ON INVESTMENT STRATEGIES
--------------------------------------------------------------------


                                       UNDERLYING      INVESTMENT
   INVESTMENT ADVISER/SUB-ADVISER         FUND         OBJECTIVE
INVESTMENT ADVISER:                 ING             Long-term
ING Investments, LLC                International   capital
                                    Value Choice    appreciation.
SUB-ADVISER:                        Fund
Tradewinds Global Investors, LLC
("Tradewinds")

   INVESTMENT ADVISER/SUB-ADVISER             MAIN INVESTMENTS                       MAIN RISKS
INVESTMENT ADVISER:                 Invests at least 65% of its assets   Convertible securities risk,
ING Investments, LLC                in equity securities of issuers      derivatives risk, emerging
                                    located in a number of different     markets investments risk, foreign
SUB-ADVISER:                        countries outside the U.S.           investing risk, inability to sell
Tradewinds Global Investors, LLC    Generally invests at least 80% of    securities risk, investments in
("Tradewinds")                      its total assets in common and       small- and mid- capitalization
                                    preferred equities, American,        companies risk, market trends
                                    European and Global depositary       risk, other investment companies
                                    receipts, derivatives and            risk, price volatility risk, Rule
                                    convertible securities. It may       144A securities risk, securities
                                    invest up to 20% of its assets in    lending risk, and value investing
                                    companies located in countries       risk.
                                    with emerging securities
                                    markets. It may invest in
                                    companies with any market
                                    capitalization. The Fund may
                                    invest up to 10% in Rule 144A
                                    securities. The Fund may invest in
                                    other investment companies.


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                          If you have any questions, please call 1-800-992-0180.

                                   More Information on Investment Strategies  11

SHAREHOLDER GUIDE                    HOW TO PURCHASE SHARES
--------------------------------------------------------------------------------

PURCHASE OF SHARES

CLASS I

The minimum initial investment for Class I shares is $250,000. Class I shares
are available only to (i) qualified retirement plans such as 401(a), 401(k) or
other defined contribution plans and defined benefit plans; (ii) insurance
companies and foundations investing for their own account; (iii) wrap programs
offered by broker-dealers and financial institutions; (iv) retirement plans
affiliated with ING Groep; (v) accounts of or managed by trust departments; and
(vi) by other ING Funds in the ING Family of Funds.

CLASS W SHARES
The minimum initial investment for Class W shares is $1,000. Class W shares are
available only to: (i) wrap programs offered by broker-dealers and financial
institutions; (ii) retirement plans affiliated with ING Groep N.V. ("ING
Groep") (NYSE: ING); (iii) ING Groep affiliates for purposes of corporate cash
management; and (iv) by other ING Funds in the ING Family of Funds.


There are no investment minimums for any subsequent investments.

Make your investment using the methods outlined in the table on the right.


More information may be found on the Fund's website by going to
www.ingfunds.com, clicking on the "Forms & Literature" link and then selecting
"Shareholder Guides" from the "Prospectuses & Reports" category and selecting
the appropriate Fund link. The Fund offers additional classes that are not
available in this Prospectus that may be more appropriate for you. Please
review the disclosure about all of the available Fund classes carefully. Before
investing, you should discuss which share class may be right for you with your
investment professional and review the prospectus for those funds.

The Fund and ING Funds Distributor, LLC ("Distributor") reserve the right to
reject any purchase order. Please note that cash, travelers checks, third-party
checks, money orders and checks drawn on non-U.S. banks (even if payment may be
effected through a U.S. bank) generally will not be accepted. The Fund and the
Distributor reserve the right to waive minimum investment amounts. The Fund and
the Distributor reserve the right to liquidate sufficient shares to recover
annual transfer agent fees or to close your account and redeem your shares
should you fail to maintain your account value at a minimum of $250,000 for
Class I shares and $1,000 for Class W shares.


CUSTOMER IDENTIFICATION
To help the government fight the funding of terrorism and money laundering
activities, federal law requires all financial institutions to obtain, verify
and record information that identifies each person that opens an account, and
to determine whether such person's name appears on government lists of known or
suspected terrorists and terrorist organizations.

What this means for you: The Fund, the Distributor, or a third-party selling
you the Fund must obtain the following information for each person that opens
an account:

o  Name;

o  Date of birth (for individuals);

o  Physical residential address (although post office boxes are still permitted
   for mailing); and

o  Social security number, taxpayer identification number, or other identifying
   number.

You may also be asked to show your driver's license, passport or other
identifying documents in order to verify your identity. In addition, it may be
necessary to verify your identity by cross-referencing your identification
information with a consumer report or other electronic database. Additional
information may be required to open accounts for corporations and other
non-natural persons.

FEDERAL LAW PROHIBITS THE FUND, THE DISTRIBUTOR AND OTHER FINANCIAL
INSTITUTIONS FROM OPENING ACCOUNTS UNLESS THEY RECEIVE THE MINIMUM IDENTIFYING
INFORMATION LISTED ABOVE. THEY ALSO MAY BE REQUIRED TO CLOSE YOUR ACCOUNT IF
THEY ARE UNABLE TO VERIFY YOUR IDENTITY WITHIN A REASONABLE TIME.


                               Initial                   Additional
      Method               Investment                  Investment
 BY CONTACTING        An investment               Visit or consult an
 YOUR               professional with an        investment
 INVESTMENT         authorized firm can         professional.
 PROFESSIONAL       help you establish and
                    maintain your account.
 BY MAIL              Visit or consult an         Fill out the Account
                    investment                  Additions form
                    professional. Make          included on the bottom
                    your check payable to       of your account
                    the ING Funds and mail      statement along with
                    it, along with a            your check payable to
                    completed Account           ING Funds and mail
                    Application. Please         them to the address on
                    indicate your               the account statement.
                    investment                  Remember to write
                    professional on the         your account number
                    New Account                 on the check.
                    Application.
 BY WIRE              Call the ING                Wire the funds in the
                    Operations                  same manner described
                    Department at               under "Initial
                    (800) 922-0180              Investment."
                    and select Option 4 to
                    obtain an account
                    number and indicate
                    your investment
                    professional on the
                    account.
                    Instruct your bank to
                    wire funds to the Fund
                    in the care of:
                    State Street Bank
                    and Trust Company
                    ABA # 011000028
                    Boston, MA
                    credit to:
                    __________
                    (the Fund)
                    A/C #75000216; for
                    further credit to
                    Shareholder
                    A/C #
                    __________
                    (A/C # you received
                    over the telephone)
                    Shareholder Name:

                    __________
                    (Your Name Here)
                    After wiring funds
                    you must complete
                    the Account
                    Application and send
                    it to:
                    ING Funds
                    P.O. Box 219368
                    Kansas City, MO
                    64121-9368


12    Shareholder Guide

HOW TO PURCHASE SHARES                                        SHAREHOLDER GUIDE
--------------------------------------------------------------------

FREQUENT TRADING - MARKET TIMING

The Fund is intended for long-term investment and not as a short-term trading
vehicle. Accordingly, organizations or individuals that use market timing
investment strategies should not purchase shares of the Fund. The Fund reserves
the right, in its sole discretion and without prior notice, to reject, restrict
or refuse purchase orders whether directly or by exchange, including purchase
orders that have been accepted by a shareholder's or retirement plan
participant's intermediary, that the Fund determines not to be in the best
interest of the Fund.

The Fund believes that market timing or frequent, short-term trading in any
account, including a retirement plan account, is not in the best interest of
the Fund or its shareholders. Due to the disruptive nature of this activity, it
can adversely affect the ability of the Adviser to invest assets in an orderly,
long-term manner. Frequent trading can raise Fund expenses through: increased
trading and transaction costs; increased administrative costs; and lost
opportunity costs. This in turn can have an adverse effect on Fund performance.

Because the Underlying Funds invest in foreign securities it may present
greater opportunities for market timers and thus be at a greater risk for
excessive trading. If an event occurring after the close of a foreign market,
but before the time an Underlying Fund computes its current NAV, causes a
change in the price of the foreign security and such price is not reflected in
the Underlying Fund's current NAV, investors may attempt to take advantage of
anticipated price movements in securities held by the Underlying Funds based on
such pricing discrepancies. This is often referred to as "price arbitrage."
Such price arbitrage opportunities may also occur in Underlying Funds which do
not invest in foreign securities. For example, if trading in a security held by
an Underlying Fund is halted and does not resume prior to the time the
Underlying Fund calculates its NAV such "stale pricing" presents an opportunity
for investors to take advantage of the pricing discrepancy. Similarly,
Underlying Funds that hold thinly-traded securities, such as certain
small-capitalization securities, may be exposed to varying levels of pricing
arbitrage. The Underlying Funds have adopted fair valuation policies and
procedures intended to reduce the Underlying Funds' exposure to price
arbitrage, stale pricing and other potential pricing discrepancies. However, to
the extent that an Underlying Fund does not immediately reflect these changes
in market conditions, short-term trading may dilute the value of the Underlying
Funds' shares which negatively affects long-term shareholders.


The Fund and Underlying Funds' Boards of Trustees ("Boards") have adopted
policies and procedures designed to deter frequent, short-term trading in
shares of the Fund and the Underlying Funds. Consistent with this policy, the
Fund and the Underlying Funds monitor trading activity. Shareholders may make
exchanges among their accounts with ING Funds four (4) times each year. All
exchanges occurring on the same day for all accounts (individual, IRA, 401(k),
etc.) beneficially owned by the same shareholder will be treated as a single
transaction. 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 Funds and the Underlying Funds
reserve 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
Fund and the Underlying Funds also reserve the right to modify the frequent
trading-market timing policy at any time without prior notice depending on the
needs of the Fund and the Underlying Funds and/or state or federal regulatory
requirements.


If an activity is identified as problematic after further investigation, the
Fund and the Underlying Funds reserve the right to take any necessary action to
deter such activity. Such action may include, but not be limited to: rejecting
additional purchase orders, whether directly or by exchange; extending
settlement of a redemption up to seven days; rejecting all purchase orders from
broker-dealers or their registered representatives suspected of violating the
Fund and the Underlying Funds' frequent trading policy; or termination of the
selling group agreement or other agreement with broker-dealers or other
financial intermediaries associated with frequent trading.

Although the restrictions described above are designed to discourage frequent,
short-term trading, none of them alone, nor all of them taken together, can
eliminate the possibility that frequent, short-term trading activity in the
Fund and the Underlying Funds will occur. Moreover, in enforcing such
restrictions, the Fund and the Underlying Funds are often required to make
decisions that are inherently subjective. The Fund and the Underlying Funds
strive to make these decisions to the best of their abilities in a manner that
they believe is in the best interest of shareholders.

Shareholders may invest in the Fund and the Underlying Funds through omnibus
account arrangements with financial intermediaries. Omnibus accounts permit
intermediaries to aggregate transactions. Such intermediaries include
broker-dealers, banks, investment advisers, record keepers, retirement plans,
and fee-based accounts such as wrap fee programs. Omnibus accounts generally do
not identify customers' trading activity on an individual basis. The Fund and
the Underlying Funds administrator now has agreements which require such
intermediaries to provide detailed account information, including trading
history, upon request of the Fund and the Underlying Funds.

In some cases, the Fund and the Underlying Funds will rely on the
intermediaries' excessive trading policies and such policies shall define the
trading activity in which the shareholder may engage. This shall be the case
where the Fund and the Underlying Funds are used in certain retirement plans
offered by affiliates. With trading information received as a result of
agreements, the Fund

[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                                                         Shareholder Guide    13

SHAREHOLDER GUIDE                    HOW TO PURCHASE SHARES
--------------------------------------------------------------------------------

and the Underlying Funds may make a determination that certain trading activity
is harmful to the Funds and their shareholders even if such activity is not
strictly prohibited by the intermediaries' excessive trading policy. As a
result, a shareholder investing directly or indirectly in the Fund and the
Underlying Funds may have their trading privileges suspended without violating
the stated excessive trading policy of the intermediary.

RETIREMENT PLANS

The Fund has available prototype qualified retirement plans for corporations
and for self-employed individuals. They also have available prototype IRA, Roth
IRA and Simple IRA plans (for both individuals and employers), Simplified
Employee Pension Plans, Pension and Profit Sharing Plans and Tax Sheltered
Retirement Plans for employees of public educational institutions and certain
non-profit, tax-exempt organizations. State Street Bank and Trust Company
("SSB") acts as the custodian under these plans. For further information,
contact a Shareholder Services Representative at (800) 992-0180. SSB currently
receives a $12 custodial fee annually for the maintenance of such accounts.

14    Shareholder Guide

HOW TO REDEEM SHARES                                          SHAREHOLDER GUIDE
--------------------------------------------------------------------

You may redeem shares by using the methods outlined in the table on the right.

Under unusual circumstances, the Fund may suspend the right of redemption as
allowed by federal securities laws.

SYSTEMATIC WITHDRAWAL PLAN

You may elect to make periodic withdrawals from your account on a regular
basis.

o  Your account must have a current value of at least $250,000.

o  Minimum withdrawal amount is $1,000.

o  You may choose from monthly, quarterly, semi-annual or annual payments.

For additional information, contact a Shareholder Services Representative,
refer to the Account Application or the SAI.

PAYMENTS

Normally, payment for shares redeemed will be made within three days after
receipt by the Transfer Agent of a written request in good order. The Fund has
the right to take up to seven days to pay your redemption proceeds, and may
postpone payment longer in the event of an economic emergency as determined by
the SEC. When you place a request to redeem shares for which the purchase money
has not yet been collected, the request will be executed at the next determined
NAV but the Fund will not release the proceeds until your purchase payment
clears. This may take up to 15 days or more. To reduce such delay, purchases
should be made by bank wire or federal funds.

The Fund normally intends to pay in cash for all shares redeemed but under
abnormal conditions that make payment in cash unwise, the Fund may make payment
wholly or partly in securities at its then current market value equal to the
redemption price. In such case, the Fund could elect to make payment in
securities for redemptions in excess of $250,000 or 1% of its net assets during
any 90-day period for any one shareholder. An investor may incur brokerage
costs in converting such securities to cash.

             Method                                 Procedures
 BY CONTACTING YOUR            You may redeem shares by contacting your
 INVESTMENT PROFESSIONAL      investment professional. Investment
                              professionals may charge for their services
                              in connection with your redemption
                              request but neither the Fund nor the
                              Distributor imposes any such charge.
 BY MAIL                       Send a written request specifying the Fund
                              name and share class, your account
                              number, the name(s) in which the account
                              is registered, and the dollar value or
                              number of shares you wish to redeem to:
                              ING Funds
                              P.O. Box 219368
                              Kansas City, MO 64121-9368
                              If certificated shares have been issued, the
                              certificate must accompany the written
                              request. Corporate investors and other
                              associations must have an appropriate
                              certification on file authorizing
                              redemptions. A suggested form of such
                              certification is provided on the Account
                              Application. A signature guarantee may be
                              required.
 BY TELEPHONE -                You may redeem shares by telephone on
 EXPEDITED REDEMPTION         all accounts other than retirement
                              accounts unless you check the box on the
                              Account Application which signifies that
                              you do not wish to use telephone
                              redemptions. To redeem by telephone, call
                              the Shareholder Services Representative at
                              (800) 992-0180.
                              RECEIVING PROCEEDS BY CHECK:
                              You may have redemption proceeds (up to
                              a maximum of $100,000) mailed to an
                              address which has been on record with ING
                              Funds for at least 30 days.
                              RECEIVING PROCEEDS BY WIRE:
                              You may have redemption proceeds
                              (subject to a minimum of $5,000) wired to
                              your pre-designated bank account. You will
                              not be able to receive redemption
                              proceeds by wire unless you check the box
                              on the Account Application which signifies
                              that you wish to receive redemption
                              proceeds by wire and attach a voided
                              check. Under normal circumstances,
                              proceeds will be transmitted to your bank
                              on the business day following receipt of
                              your instructions provided redemptions
                              may be made. In the event that share
                              certificates have been issued, you may not
                              request a wire redemption by telephone.

[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                                                         Shareholder Guide    15

SHAREHOLDER GUIDE                                TRANSACTION POLICIES
--------------------------------------------------------------------------------

HOW WE COMPENSATE INTERMEDIARIES FOR SELLING ING MUTUAL FUNDS

ING mutual funds are distributed by ING Funds Distributor, LLC ("Distributor").
The Distributor is a broker-dealer that is licensed to sell securities. The
Distributor generally does not sell directly to the public but sells and
markets its products through intermediaries such as other broker-dealers. Each
ING mutual fund also has an investment adviser ("Adviser") which is responsible
for managing the money invested in each of the mutual funds. Both of these
entities (collectively, "ING") may compensate an intermediary for selling ING
mutual funds.

Only persons licensed with the Financial Industry Regulatory Authority
("FINRA") as a registered representative (often referred to as a broker or
financial advisor) and associated with a specific broker-dealer may sell an ING
mutual fund to you. The Distributor has agreements in place with each of these
broker-dealers defining specifically what those broker-dealers will be paid for
the sale of a particular ING mutual fund. Those broker-dealers then pay the
registered representative who sold you the mutual fund some or all of what they
receive from ING. They may receive a payment when the sale is made and can, in
some cases, continue to receive payments while you are invested in the mutual
fund.

The Fund's Adviser or the Distributor, out of its own resources and without
additional cost to the Fund or its shareholders, may provide additional cash or
non-cash compensation to intermediaries selling shares of the Fund including
affiliates of the Adviser and the Distributor. These amounts would be in
addition to the distribution payments made by the Fund under the distribution
agreements. The payments made under these arrangements are paid by the Adviser
or the Distributor. Additionally, if a fund is not sub-advised or is
sub-advised by an ING entity, ING may retain more revenue than on those funds
it must pay to have sub-advised by non-affiliated entities. Management
personnel of ING may receive additional compensation if the overall amount of
investments in funds advised by ING meets certain target levels or increases
over time.

The Distributor may pay, from its own resources, additional fees to these
broker-dealers or other financial institutions including affiliated entities.
These additional fees paid to intermediaries may take the following forms: (1)
a percentage of that entity's customer assets invested in ING mutual funds; (2)
a percentage of that entity's gross sales; or (3) some combination of these
payments. These payments may, depending on the broker-dealer's satisfaction of
the required conditions, be periodic and may be up to: (1) 0.30% per annum of
the value of the Fund's shares held by the broker-dealer's customers; or (2)
0.20% of the value of the Fund's shares sold by the broker-dealer during a
particular period. In accordance with these practices, if that initial
investment averages a value of $10,000 over the year, the Distributor could pay
a maximum of $30 on those assets. If you invested $10,000, the Distributor
could pay a maximum of $20 for that sale.

The Fund's Adviser or the Distributor may provide additional cash or non-cash
compensation to third parties selling our mutual funds including affiliated
companies. This may take the form of cash incentives and non-cash compensation
and may include, but is not limited to: cash; merchandise; trips; occasional
entertainment; meals or tickets to a sporting event; client appreciation
events; payment for travel expenses (including meals and lodging) to
pre-approved training and education seminars; and payment for advertising and
sales campaigns. The Distributor may also pay concessions in addition to those
described above to broker-dealers so that ING mutual funds are made available
by those broker-dealers for their customers. The Sub-Adviser of the Fund may
contribute to non-cash compensation arrangements.

Not all mutual funds pay the same amount to the broker-dealers who sell their
mutual funds. Broker-dealers can receive different payments based on the mutual
funds they offer, the companies with whom they are doing business, and how much
they sell. What these broker-dealers are paid also varies depending on the
class of mutual fund you purchase.

The top 25 firms we paid to sell our mutual funds as of the end of the last
calendar year are: A.G. Edwards & Sons, Inc.; Bear Stearns Securities Corp;
Charles Schwab & Co; Citigroup Global Markets; Directed Services LLC; Financial
Network Investment; First Clearing, LLC; H&R Block Financial Advisors; ING
DIRECT Securities, Inc.; ING Financial Advisors; ING Life Insurance and Annuity
Company; Linsco Private Ledger Financial; Merrill Lynch; MS & Co. ("Morgan
Stanley"); Multi Financial Securities; National Financial Services Corp;
Oppenheimer & Co.; Pershing, LLC; Primevest Financial Services, Inc.;
Prudential Investment Management Services; Raymond James Financial Services;
RBC Dain Rauscher, Inc.; UBS Financial Services, Inc.; Wachovia Securities; and
Wells Fargo Investments.

Your registered representative or broker-dealer could have a financial interest
in selling you a particular mutual fund, or the mutual funds of a particular
company, to increase the compensation they receive. Please make sure you read
fully each mutual fund prospectus and discuss any questions you have with your
registered representative.

NET ASSET VALUE

The NAV per share for each class of the Fund is determined each business day as
of the close of regular trading ("Market Close") on the New York Stock Exchange
("NYSE") (normally 4:00 p.m. Eastern time unless otherwise designated by the
NYSE). The Fund is open for business every day the NYSE is open. The NYSE is
closed on all weekends and on all national holidays and Good Friday. Fund
shares will not be priced on those days. The NAV per share of each class of the
Fund is calculated by taking the value of the Fund's assets attributable to
that class, subtracting the Fund's liabilities attributable to that class, and
dividing by the number of shares of that class that are outstanding.

16    Shareholder Guide

TRANSACTION POLICIES                                          SHAREHOLDER GUIDE
--------------------------------------------------------------------

The NAV of the Fund is based upon the NAVs of the Underlying Funds. In general,
assets of the Underlying Funds are valued based on actual or estimated market
value, with special provisions for assets not having readily available market
quotations and short-term debt securities, and for situations where market
quotations are deemed unreliable. Investments in securities maturing in 60 days
or less are valued at amortized cost, which when combined with accrued
interest, approximates market value. Securities prices may be obtained from
automated pricing services. Shares of investment companies held by the
Underlying Funds will generally be valued at the latest NAV reported by those
investment companies. The prospectuses for those investment companies explain
the circumstances under which they will use fair value pricing and the effects
of using fair value pricing.


Trading of foreign securities may not take place every day the NYSE is open.
Also, trading in some foreign markets and on some electronic trading networks
may occur on weekends or holidays when the Fund's or an Underlying Fund's NAV
is not calculated. As a result, the NAV of the Fund may change on days when
shareholders will not be able to purchase or redeem the Fund's or an Underlying
Fund's shares.


When market quotations are not available or are deemed unreliable, the
sub-adviser to an Underlying Fund will use a fair value for the security that
is determined in accordance with procedures adopted by the Fund's Board. The
types of securities for which such fair value pricing might be required
include, but are not limited to:

o  Foreign securities, where a foreign security whose value at the close of the
   foreign market on which it principally trades likely would have changed by
   the time of the close of the NYSE, or the closing value is otherwise deemed
   unreliable;

o  Securities of an issuer that has entered into a restructuring;

o  Securities whose trading has been halted or suspended;

o  Fixed-income securities that have gone into default and for which there are
   no current market value quotations; and

o  Securities that are restricted as to transfer or resale.

Each Underlying Fund's Adviser or sub-adviser may rely on the recommendations
of a fair value pricing service approved by an Underlying Fund's Board in
valuing foreign securities. Valuing securities at fair value involves greater
reliance on judgment than valuing securities that have readily available market
quotations. The Adviser makes such determinations in good faith in accordance
with procedures adopted by an Underlying Fund's Board. Fair value
determinations can also involve reliance on quantitative models employed by a
fair value pricing service. There can be no assurance that an Underlying Fund
could obtain the fair value assigned to a security if it were to sell the
security at approximately the time at which an Underlying Fund determines its
NAV per share. Please refer to the prospectus for each Underlying Fund for an
explanation of the circumstances under which an Underlying Fund will use fair
pricing and the effect of fair pricing.

PRICE OF SHARES

When you buy shares, you pay the NAV plus any applicable sales charge. When you
sell shares, you receive the NAV minus any applicable CDSC. Exchange orders are
effected at NAV.

EXECUTION OF REQUESTS

Purchase and sale requests are executed at the next NAV determined after the
order is received in proper form by the Transfer Agent or the Distributor. A
purchase order will be deemed to be in proper form when all of the required
steps set forth above under "How to Purchase Shares" have been completed. If
you purchase by wire, however, the order will be deemed to be in proper form
after the telephone notification and the federal funds wire have been received.
If you purchase by wire, you must submit an application form in a timely
fashion. If an order or payment by wire is received after Market Close, the
shares will not be credited until the next business day. For your transaction
to be counted on the day you place your order with your broker-dealer or other
financial institution, they must receive your order before Market Close and
promptly transmit the order to the Transfer Agent or the Distributor.


You will receive a confirmation of each new transaction in your account, which
also will show you the number of Fund shares you own including the number of
shares being held in safekeeping by the Transfer Agent for your account. You
may rely on these confirmations in lieu of certificates as evidence of your
ownership.


TELEPHONE ORDERS

The Fund and its Transfer Agent will not be responsible for the authenticity of
phone instructions or losses, if any, resulting from unauthorized shareholder
transactions if they reasonably believe that such instructions were genuine.
The Fund and its Transfer Agent have established reasonable procedures to
confirm that instructions communicated by telephone are genuine. These
procedures include recording telephone instructions for exchanges and expedited
redemptions, requiring the caller to give certain specific identifying
information, and providing written confirmation to shareholders of record not
later than five days following any such telephone transactions. If the Fund and
its Transfer Agent do not employ these procedures, they may be liable for any
losses due to unauthorized or fraudulent telephone instructions.

EXCHANGES


You may exchange shares of the Fund for shares of the same class of any other
ING Fund that offers those shares. You should review the prospectus of the ING
Fund you intend to exchange into before exchanging your shares.


The total value of shares being exchanged must at least equal the minimum
investment requirement of the ING Fund into which they are being exchanged.
Exchanges of shares are sales and may result in a gain or loss for federal and
state income tax purposes.

[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                                                         Shareholder Guide    17

SHAREHOLDER GUIDE                                TRANSACTION POLICIES
--------------------------------------------------------------------------------

In addition to the Fund available in this Prospectus, the Distributor offers
many other funds. Shareholders exercising the exchange privilege with any other
ING Fund should carefully review the prospectus of that fund before exchanging
their shares. For a list of the other funds offered by the Distributor, please
see the inside back cover of this Prospectus. Investors may obtain a copy of a
prospectus of any ING Fund not discussed in this Prospectus by calling (800)
992-0180 or by going to www.ingfunds.com.

You will automatically have the ability to request an exchange by calling a
Shareholder Services Representative unless you mark the box on the Account
Application that indicates that you do not wish to have the telephone exchange
privilege. A Fund may change or cancel its exchange policies at any time, upon
60 days' prior written notice to shareholders.

SMALL ACCOUNTS

Due to the relatively high cost of handling small investments, the Funds
reserve the right upon 30 days' prior written notice to redeem, at NAV, the
shares of any shareholder whose account has a total value that is less than the
Fund minimum. Before a Fund redeems such shares and sends the proceeds to the
shareholder, it will notify the shareholder that the value of the shares in the
account is less than the minimum amount allowed and will allow the shareholder
30 days to make an additional investment in an amount that will increase the
value of the account to at least the minimum before the redemption is
processed. Your account will not be closed if its drop in value is due to Fund
performance.

ACCOUNT ACCESS

Unless your Fund shares are held through a third-party fiduciary or in an
omnibus registration at your bank or brokerage firm, you may be able to access
your account information over the internet at www.ingfunds.com, or via a touch
tone telephone by calling (800) 992-0180 and selecting Option 1. Should you
wish to speak with a Shareholder Services Representative, you may call the
toll-free number listed above and select Option 2.

PRIVACY POLICY

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

HOUSEHOLDING

To reduce expenses, we may mail only one copy of the Fund's prospectus and each
annual and semi-annual shareholder report to those addresses shared by two or
more accounts. If you wish to receive individual copies of these documents,
please call us at (800) 992-0180 or speak to your investment professional. We
will begin sending you individual copies thirty days after receiving your
request.

PORTFOLIO HOLDINGS DISCLOSURE POLICY


A description of the policies and procedures with respect to the disclosure of
the Fund's portfolio securities is available in the SAI. The Fund posts its
portfolio holdings schedule on its website on a month-end basis and makes it
available 30 days after the end of the previous calendar month. The portfolio
holdings schedule is as of the last day of the calendar month. The Fund's
portfolio holdings schedule will, at a minimum, remain available on the Fund's
website until the next calendar month or until the Fund files a Form N-CSR or
Form N-Q with the SEC for the period that includes the date as of which the
website information is current. The Fund's website is located at
www.ingfunds.com.


18    Shareholder Guide

ADVISER                                       MANAGEMENT OF THE FUND
--------------------------------------------------------------------

ADVISER
ING INVESTMENTS, an Arizona limited liability company, serves as the investment
adviser to the Fund. ING Investments has overall responsibility for the
management of the Fund. ING Investments provides or oversees all investment
advisory and portfolio management services for the Fund.

ING Investments is registered with the SEC as an investment adviser. ING
Investments is an indirect, wholly-owned subsidiary of ING Groep. ING Groep is
one of the largest financial services organizations in the world with
approximately 120,000 employees. Based in Amsterdam, ING Groep offers an array
of banking, insurance and asset management services to both individual and
institutional investors. ING Investments began investment management in April,
1995, and serves as investment adviser to registered investment companies as
well as structured finance vehicles.


As of December 31, 2007, ING Investments managed approximately $54 billion in
assets.


The principal address of ING Investments is 7337 East Doubletree Ranch Road,
Scottsdale, Arizona 85258.


ING Investments does not receive a management fee for managing the Fund.


The Adviser, and not the Fund, pays the Consultant a consulting fee equal to
the following percentages based on the Fund's average daily net assets:

0.03% of the first $500 million
0.025% of the next $500 million
0.02% of the next $1 billion
0.01% of amounts over $2 billion

For information regarding the basis for the Board's approval of the Fund's
investment advisory relationship with ING Investments, please refer to the
Fund's semi-annual shareholder report that will be dated April 30, 2008.

INVESTMENT COMMITTEE

An Investment Committee of ING Investments reviews the allocation of Portfolio
assets. The Investment Committee considers the annual recommendations of ING
IM, reviews their basis for arriving at these recommendations, and determines
the asset allocations for the Fund. The Investment Committee is responsible for
the day-to-day management of the Fund. No member of the Investment Committee is
solely responsible for making recommendations for portfolio purchases and sales
or asset allocation recommendations.


The members of the Investment Committee are: William A. Evans, Michael J.
Roland and Paul Zemsky. Mr. Evans has been on the Investment Committee since
the Fund's inception. Mr. Roland has been on the Investment Committee since
April 2007. Mr. Zemsky has been on the Investment Committee since December
2007.

WILLIAM A. EVANS, CFA, Vice President, ING Investment Management Mutual Fund
Advisory Group, has been with ING since 2002. Prior to joining ING, Mr. Evans
was a portfolio manager for high net worth and institutional clients for Fleet
Investment Advisors from 1997 to 2002.


MICHAEL J. ROLAND, has been Executive Vice President, ING Funds since 2002 and
Executive Vice President, ING Investments, LLC, since 2001. Mr. Roland has been
with ING since June 1998 and has held various positions within ING relating to
ING's mutual fund administration.


PAUL ZEMSKY is the head of ING's Multi-Asset Strategies & Solutions Group. He
joined ING Investment Management Co. in 2005 as Head of Derivative Strategies.
Prior to joining ING, Mr. Zemsky held a number of key positions at J.P.Morgan
Investment Management where he worked for 18 years.


The SAI provides additional information about each Investment Committee
member's compensation, other accounts overseen by each Investment Committee
member and each Investment Committee member's ownership of securities in the
Fund.

INFORMATION ABOUT THE CONSULTANT


ING IM is an indirect, wholly-owned subsidiary of ING Groep and an affiliate of
ING Investments. Founded in 1972, ING IM has acted as adviser or sub-adviser to
mutual funds since 1994 and has managed institutional accounts since 1972. ING
IM offers clients a fully integrated strategic and tactical asset allocation
service. ING IM provides a customizable approach which can meet the unique
needs of their clients; investment policy planning, development and
implementation support; active asset allocation, which seeks to add a
correlated source of incremental return, as well as to tactically manage risk;
a systematic process which utilizes quantitative disciplines in support of the
investment judgement of seasoned professionals; and a compelling value
proposition. The principal office of ING IM is located at 230 Park Avenue, New
York, New York 10169.


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All mutual funds involve risk - some more than others - and there is always the
chance that you could lose money or not earn as much as you hope. The Fund's
risk profile is largely a factor of the principal securities in which the
Underlying Funds invest and investment techniques that they use. The following
pages discuss the risks associated with certain of the types of securities in
which an Underlying Fund may invest and certain of the investment practices
that an Underlying Fund may use. For more information about these and other
types of securities and investment techniques that may be used by the
Underlying Funds, see the SAI.

ASSET ALLOCATION IS NO GUARANTEE AGAINST LOSS


Although asset allocation seeks to optimize returns given various levels of
risk tolerance, you still may lose money and experience volatility. Market and
asset class performance may differ in the future from the historical
performance and the assumptions used to form the asset allocations for the
Fund. Furthermore, ING Investments' allocation of the Fund's assets may not
anticipate market trends successfully. For example, weighting Underlying Funds
that invest in common stocks too heavily during a stock market decline may
result in a failure to preserve capital. Conversely, investing too heavily in
Underlying Funds that invest in fixed-income securities during a period of
stock market appreciation may result in lower total return.


There is a risk that you could achieve better returns by investing in an
Underlying Fund or other mutual funds representing a single asset class than in
the Fund.

Assets will be allocated among funds and markets based on judgments made by ING
Investments. There is a risk that the Fund may allocate assets to an asset
class or market that underperforms other funds. For example, the Fund may be
underweighted in assets or a market that is experiencing significant returns or
overweighted in assets or a market with significant declines.

PERFORMANCE OF THE UNDERLYING FUNDS WILL VARY

The performance of the Fund depends upon the performance of the Underlying
Funds, which are affected by changes in the economy and financial markets. The
value of the Fund changes as the asset values of the Underlying Funds it holds
go up or down. The value of your shares will fluctuate and may be worth more or
less than the original cost. The timing of your investment may also affect
performance.

TEMPORARY DEFENSIVE POSITIONS

The Fund or an Underlying Fund may depart from its principal investment
strategies by temporarily investing for defensive purposes when adverse market,
economic, political or other conditions affect the Fund or Underlying Fund.
Instead, the Fund or Underlying Fund may invest in securities believed to
present less risk, such as cash items, government securities and short term
paper. While the Fund or an Underlying Fund invests defensively, it may not be
able to pursue its investment objective. The Fund's or Underlying Fund's
defensive investment position may not be effective in protecting its value.

CONFLICT OF INTEREST

In making decisions on the allocation of the assets of the Fund among the
Underlying Funds, ING Investments is subject to several conflicts of interest
because it serves as the investment adviser to the Fund and to the Underlying
Funds. These conflicts could arise because some Underlying Funds pay advisory
fees that are higher than others, and some Underlying Funds may have a
sub-adviser that is affiliated with the Adviser, while others do not. ING
Investments may also subsidize the expenses of some of the Underlying Funds,
but does not subsidize others. Further, ING Investments may believe that a
redemption from an Underlying Fund will be harmful to that fund or to ING
Investments or an affiliate or may believe that an Underlying Fund may benefit
from additional assets. Therefore, ING Investments may have incentives to
allocate and reallocate in a fashion that would advance its own interests or
the interests of an Underlying Fund rather than the Fund.

ING Investments has informed the Fund's Board that it has developed an
investment process using an Investment Committee that it believes will ensure
the Fund is managed in the best interests of the shareholders of the Fund.
Nonetheless, investors bear the risk that ING Investments' allocation decisions
may be affected by its conflicts of interest.

PRINCIPAL RISKS

The Fund is also affected by other kinds of risks, depending on the types of
securities held or strategies used by an Underlying Fund.

For certain of these Underlying Funds, the risk associated with the strategy is
a principal risk. Other Underlying Funds may engage, to a lesser extent, in
these strategies, and when so engaged are subject to the attendant risks.
Please see the SAI for a further discussion of the principal and other
investment strategies employed by each Underlying Fund.

CONCENTRATION. Certain Underlying Funds concentrate (for purposes of the
Investment Company Act of 1940, as amended (the "1940 Act")) their assets in
securities related to a particular industry, which means that at least 25% of
their respective assets will be invested in these assets at all times. As a
result, the Underlying Fund may be subject to greater market fluctuation than
an Underlying Fund which has securities representing a broader range of
investment alternatives.

CONVERTIBLE SECURITIES. The price of a convertible security will normally
fluctuate in some proportion to changes in the price of the underlying equity
security, and as such is subject to risks relating to the activities of the
issuer and general market and economic conditions. The income component of
convertible securities causes fluctuations based upon changes in interest rates
and the credit quality of the issuer. Convertible securities are

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often lower rated securities. An Underlying Fund may be required to redeem or
convert a convertible security before the holder would otherwise choose.

CORPORATE DEBT SECURITIES. Corporate debt securities are subject to the risk of
the issuer's inability to meet principal and interest payments on the
obligation and may also be subject to price volatility due to such factors as
interest rate sensitivity, market perception of the creditworthiness of the
issuer and general market liquidity. When interest rates decline, the value of
the Underlying Funds' fixed-income securities can be expected to rise, and when
interest rates rise, the value of those securities can be expected to decline.
Fixed-income securities with longer maturities tend to be more sensitive to
interest rate movements than those with shorter maturities.

One measure of risk for fixed-income securities is duration. Duration is one of
the tools used by a portfolio manager in the selection of fixed-income
securities. Historically, the maturity of a bond was used as a proxy for the
sensitivity of a bond's price to changes in interest rates, otherwise known as
a bond's "interest rate risk" or "volatility." According to this measure, the
longer the maturity of a bond, the more its price will change for a given
change in market interest rates. However, this method ignores the amount and
timing of all cash flows from the bond prior to final maturity. Duration is a
measure of average life of a bond on a present value basis, which was developed
to incorporate a bond's yield, coupons, final maturity and call features into
one measure. For point of reference, the duration of a noncallable 7% coupon
bond with a remaining maturity of 5 years is approximately 4.5 years, and the
duration of a noncallable 7% coupon bond with a remaining maturity of 10 years
is approximately 8 years. Material changes in interest rates may impact the
duration calculation.

DERIVATIVES. Generally, derivatives can be characterized as financial
instruments whose performance is derived, at least in part, from the
performance of an underlying asset or assets. Some derivatives are
sophisticated instruments that typically involve a small investment of cash
relative to the magnitude of risks assumed. These may include swap agreements,
options, forwards and futures. Derivative securities are subject to market
risk, which could be significant for those that have a leveraging effect.
Derivatives are also subject to credit risks related to the counterparty's
ability to perform, and any deterioration in the counterparty's
creditworthiness could adversely affect the instrument. In addition,
derivatives and their underlying securities may experience periods of
illiquidity, which could cause the Underlying Fund to hold a security it might
otherwise sell or could force the sale of a security at inopportune times or
for prices that do not reflect current market value. A risk of using
derivatives is that the Adviser or Sub-Adviser might imperfectly judge the
market's direction. For instance, if a derivative is used as a hedge to offset
investment risk in another security, the hedge might not correlate to the
market's movements and may have unexpected or undesired results, such as a loss
or a reduction in gains.

EMERGING MARKETS INVESTMENTS. Because of less developed markets and economies
and, in some countries, less mature governments and governmental institutions,
the risks of investing in foreign securities can be intensified in the case of
investments in issuers domiciled or doing substantial business in countries
with an emerging securities market. These risks include: high concentration of
market capitalization and trading volume in a small number of issuers
representing a limited number of industries, as well as a high concentration of
investors and financial intermediaries; political and social uncertainties;
over-dependence on exports, especially with respect to primary commodities,
making these economies vulnerable to changes in commodity prices; overburdened
infrastructure and obsolete or unseasoned financial systems; environmental
problems; less developed legal systems; and less reliable custodial services
and settlement practices.

FOREIGN SECURITIES. There are certain risks in owning foreign securities,
including those resulting from: fluctuations in currency exchange rates;
devaluation of currencies; political or economic developments and the possible
imposition of currency exchange blockages or other foreign governmental laws or
restrictions; reduced availability of public information concerning issuers;
accounting, auditing and financial reporting standards or other regulatory
practices and requirements that are not uniform when compared to those
applicable to domestic companies; settlement and clearance procedures in some
countries that may not be reliable and can result in delays in settlement;
higher transaction and custody expenses than for domestic securities; and
limitations on foreign ownership of equity securities. Also, securities of many
foreign companies may be less liquid and the prices more volatile than those of
domestic companies. With certain foreign countries, there is the possibility of
expropriation, nationalization, confiscatory taxation and limitations on the
use or removal of funds or other assets of Underlying Funds, including the
withholding of dividends.

Each Underlying Fund may enter into foreign currency transactions either on a
spot or cash basis at prevailing rates or through forward foreign currency
exchange contracts in order to have the necessary currencies to settle
transactions, to help protect Underlying Fund assets against adverse changes in
foreign currency exchange rates, or to provide exposure to a foreign currency
commensurate with the exposure to securities from that country. Such efforts
could limit potential gains that might result from a relative increase in the
value of such currencies, and might, in certain cases, result in losses to the
Underlying Fund. The risks of investing in foreign securities may be greater
for countries with an emerging securities market.

ADRs, GDRs and EDRs (collectively, "depositary receipts") are viewed as
investments in the underlying securities which they represent, and therefore
are subject to the risks of foreign investments. Even when denominated in U.S.
dollars, depositary receipts are subject to currency risk if the underlying
security is

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denominated in a foreign currency. There can be no assurance that the price of
depositary receipts will always track the price of the underlying foreign
security.


HIGH-YIELD, LOWER-GRADE DEBT SECURITIES. Investments in high-yield debt
securities generally provide greater income and increased opportunity for
capital appreciation than investments in higher quality debt securities, but
they also typically entail greater potential price volatility and principal and
income risk. High-yield debt securities are not considered investment grade,
and are regarded as predominantly speculative with respect to the issuing
company's continuing ability to meet principal and interest payments. The
prices of high-yield debt securities have been found to be less sensitive to
interest rate changes than higher-rated investments, but more sensitive to
adverse economic downturns or individual corporate developments. High-yield
debt securities structured as zero-coupon or pay-in-kind securities tend to be
more volatile. The secondary market in which high-yield debt securities are
traded is generally less liquid than the market for higher grade bonds. At
times of less liquidity, it may be more difficult to value high-yield debt
securities.


INABILITY TO SELL SECURITIES. Certain securities generally trade in lower
volume and may be less liquid than securities of large established companies.
These less liquid securities could include securities of small- and mid-sized
U.S. companies, high-yield securities, convertible securities, unrated debt and
convertible securities, securities that originate from small offerings, and
foreign securities, particularly those from companies in countries with an
emerging securities market. An Underlying Fund could lose money if it cannot
sell a security at the time and price that would be most beneficial to the
Underlying Fund.

NON-DIVERSIFIED INVESTMENT COMPANY. An Underlying Fund classified as a
non-diversified investment company under the 1940 Act, means that the
Underlying Fund is not limited by the 1940 Act in the proportion of assets that
they may invest in the obligations of a single issuer. Declines in the value of
that single company can significantly impact the value of the Underlying Fund.
The investment of a large percentage of the Underlying Fund's assets in the
securities of a small number of issuers may cause an Underlying Fund's share
price to fluctuate more than that of a diversified investment company.
Conversely, even though classified as non-diversified, an Underlying Fund may
actually maintain a portfolio that is diversified with a large number of
issuers. In such an event, an Underlying Fund would benefit less from
appreciation in a single corporate issuer than if it had greater exposure to
that issuer.

OTHER INVESTMENT COMPANIES. An Underlying Fund may invest in other companies to
the extent permitted by the 1940 Act and the rules thereunder. These may
include exchange-traded funds ("ETFs") and Holding Company Depositary Receipts
("HOLDRs"), among others. ETFs are exchange-traded investment companies that
are designed to provide investment results corresponding to an equity index and
include, among others, Standard & Poor's Depository Receipts ("SPDRs"),
PowerShares QQQTM("QQQQ"), Dow Jones Industrial Average Tracking Stocks
("Diamonds") and iShares exchange-traded funds ("iShares"). The main risk of
investing in other investment companies (including ETFs) is that the value of
the underlying securities held by the investment company might decrease. The
value of the underlying securities can fluctuate in response to activities of
individual companies or in response to general market and/or economic
conditions. Because an Underlying Fund may invest in other investment
companies, you will pay a proportionate share of the expenses of those other
investment companies (including management fees, administration fees and
custodial fees). Additional risks of investments in ETFs include: (i) an active
trading market for an ETF's shares may not develop or be maintained or (ii)
trading may be halted if the listing exchange's officials deem such action
appropriate, the shares are delisted from the exchange, or the activation of
market-wide "circuit-breakers" (which are tied to large decreases in stock
prices) halts trading generally. Because HOLDRs concentrate in the stocks of a
particular industry, trends in that industry may have a dramatic impact on
their value.

To seek to achieve a return on uninvested cash or for other reasons, an
Underlying Fund may invest its assets in ING Institutional Prime Money Market
Fund and/or one or more other money market funds advised by ING affiliates
("ING Money Market Funds"). An Underlying Fund's purchase of shares of an ING
Money Market Fund will result in the Underying Fund paying a proportionate
share of the expenses of the ING Money Market Fund. The Underlying Fund's
Adviser will waive its fee in an amount equal to the advisory fee received by
the adviser of the ING Money Market Fund in which the Undelying Fund invests
resulting from the Underlying Fund's investment into the ING Money Market Fund.

REAL ESTATE SECURITIES. Investments in issuers that are primarily engaged in
real estate, including REITs, may subject an Underlying Fund to risks similar
to those associated with the direct ownership of real estate (in addition to
securities market risks). These companies are sensitive to factors such as
changes in real estate values and property taxes, interest rates, cash flow of
underlying real estate assets, supply and demand, and the management skill and
creditworthiness of the issuer. REITs may also be affected by tax and
regulatory requirements.

SMALL- AND MID-CAPITALIZATION COMPANIES. Certain Underlying Funds may invest in
small- and mid-capitalization companies. Investments in small- and
mid-capitalization companies involve greater risk than is customarily
associated with larger, more established companies due to the greater business
risks of small size, limited markets and financial resources, narrow product
lines and the frequent lack of depth of management. The securities of smaller
companies are often traded over-the-counter and may not be traded in volume
typical on a national securities exchange. Consequently, the securities of
smaller companies may have limited market stability and may be subject to more
abrupt or erratic market movements than securities of larger, more established
companies or the market averages in general.

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VALUE INVESTING. Securities that appear to be undervalued may never appreciate
to the extent expected. Further, because the prices of value-oriented
securities tend to correlate more closely with economic cycles than
growth-oriented securities, they generally are more sensitive to changing
economic conditions, such as changes in interest rates, corporate earnings and
industrial production.


LENDING PORTFOLIO SECURITIES. In order to generate additional income, an
Underlying Fund may lend portfolio securities in an amount up to 30% or
33 1/3%, depending upon the Underlying Fund, of total Underlying Fund assets to
broker-dealers, major banks, or other recognized domestic institutional
borrowers of securities. When an Underlying Fund lends its securities, it is
responsible for investing the cash collateral it receives from the borrower of
the securities, and the Underlying Fund could incur losses in connection with
the investment of such cash collateral. As with other extensions of credit,
there are risks of delay in recovery or even loss of rights in the collateral
should the borrower default or fail financially.

PORTFOLIO TURNOVER. Certain Underlying Funds are generally expected to engage
in frequent and active trading of portfolio securities to achieve their
respective investment objective. A high portfolio turnover rate involves
greater expenses to an Underlying Fund, including brokerage commissions and
other transaction costs, and is likely to generate more taxable short-term
gains for shareholders, which may have an adverse effect on the performance of
the Underlying Fund.

OTHER RISKS

BORROWING. An Underlying Fund may borrow subject to certain limits. Borrowing
may exaggerate the effect of any increase or decrease in the value of portfolio
securities or the NAV of an Underlying Fund, and money borrowed will be subject
to interest costs. Interest costs on borrowings may fluctuate with changing
market rates of interest and may partially offset or exceed the return earned
on borrowed funds. Under adverse market conditions, an Underlying Fund might
have to sell portfolio securities to meet interest or principal payments at a
time when fundamental investment considerations would not favor such sales.

MANAGEMENT. Each Underlying Fund is subject to management risk because it is an
actively managed investment portfolio. The Adviser, the sub-adviser or each
individual portfolio manager will apply investment techniques and risk analyses
in making investment decisions for the Underlying Funds, but there can be no
guarantee that these will produce the desired results.

Many sub-advisers of equity funds employ styles that are characterized as
"value" or "growth." However, these terms can have different application by
different managers. One sub-adviser's value approach may be different from
another, and one sub-adviser's growth approach may be different from another.
For example, some value managers employ a style in which they seek to identify
companies that they believe are valued at a more substantial or "deeper
discount" to a company's net worth than other value managers. Therefore, some
funds that are characterized as growth or value can have greater volatility
than other funds managed by other managers in a growth or value style.

MORTGAGE-RELATED SECURITIES. Although mortgage loans underlying a
mortgage-backed security may have maturities of up to 30 years, the actual
average life of a mortgage-backed security typically will be substantially less
because the mortgages will be subject to normal principal amortization, and may
be prepaid prior to maturity. Like other fixed-income securities, when interest
rates rise, the value of a mortgage-backed security generally will decline;
however, when interest rates are declining, the value of mortgage-backed
securities with prepayment features may not increase as much as other
fixed-income securities. The rate of prepayments on underlying mortgages will
affect the price and volatility of a mortgage-related security, and may have
the effect of shortening or extending the effective maturity of the security
beyond what was anticipated at the time of the purchase. Unanticipated rates of
prepayment on underlying mortgages can be expected to increase the volatility
of such securities. In addition, the value of these securities may fluctuate in
response to the market's perception of the creditworthiness of the issuers of
mortgage-related securities owned by an Underlying Fund. Additionally, although
mortgages and mortgage-related securities are generally supported by some form
of government or private guarantee and/or insurance, there is no assurance that
private guarantors or insurers will be able to meet their obligations, and thus
are subject to risk of default.

PAIRING-OFF TRANSACTIONS. A pairing-off transaction occurs when an Underlying
Fund commits to purchase a security at a future date, and then the Underlying
Fund pairs-off the purchase with a sale of the same security prior to or on the
original settlement date. Whether a pairing-off transaction on a debt security
produces a gain depends on the movement of interest rates. If interest rates
increase, then the money received upon the sale of the same security will be
less than the anticipated amount needed at the time the commitment to purchase
the security at the future date was entered and the Underlying Fund will
experience a loss.

REPURCHASE AGREEMENTS. Repurchase agreements involve the purchase by an
Underlying Fund of a security that the seller has agreed to repurchase at an
agreed-upon price. If the seller defaults and the collateral value declines, an
Underlying Fund might incur a loss. If the seller declares bankruptcy, an
Underlying Fund may not be able to sell the collateral at the desired time.

RESTRICTED AND ILLIQUID SECURITIES. If a security is illiquid, an Underlying
Fund may not be able to sell the security at a time when the Adviser or
Sub-Adviser might wish to sell, and the security could have the effect of
decreasing the overall level of the Underlying Fund's liquidity. Further, the
lack of an established secondary market may make it more difficult to value
illiquid securities, which could vary from the amount the Underlying Fund could
realize upon disposition. Restricted securities, i.e., securities subject to
legal or contractual restrictions on resale,

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may be illiquid. However, some restricted securities may be treated as liquid,
although they may be less liquid than registered securities traded on
established secondary markets.

REVERSE REPURCHASE AGREEMENTS AND DOLLAR ROLLS. A reverse repurchase agreement
or dollar roll involves the sale of a security, with an agreement to repurchase
the same or substantially similar securities at an agreed upon price and date.
Whether such a transaction produces a gain for a Fund depends upon the costs of
the agreements and the income and gains of the securities purchased with the
proceeds received from the sale of the security. If the income and gains on the
securities purchased fail to exceed the costs, an Underlying Fund's NAV will
decline faster than otherwise would be the case. Reverse repurchase agreements
and dollar rolls, as leveraging techniques, may increase a Fund's yield;
however, such transactions also increase a Fund's risk to capital and may
result in a shareholder's loss of principal.

SHORT SALES. A "short sale" is the sale by an Underlying Fund of a security
which has been borrowed from a third party on the expectation that the market
price will drop. If the price of the security rises, the Underlying Fund may
have to cover its short position at a higher price than the short sale price,
resulting in a loss.


U.S. GOVERNMENT SECURITIES AND OBLIGATIONS. Obligations issued by some U.S.
government agencies, authorities, instrumentalities or sponsored enterprises,
such as the Government National Mortgage Association, are backed by the full
faith and credit of the U.S. Treasury while obligations issued by others, such
as the Federal National Mortgage Association, Federal Home Loan Mortgage
Corporation and Federal Home Loan Banks, are backed solely by the entity's own
resources or by the ability of the entity to borrow from the U.S. Treasury. No
assurance can be given that the U.S. government will provide financial support
to U.S. government agencies, authorities, instrumentalities or sponsored
enterprises if it is not obliged to do so by law.

PERCENTAGE AND RATING LIMITATIONS Unless otherwise stated, the percentage and
rating limitations in this Prospectus apply at the time of investment.

INVESTMENT BY FUNDS-OF-FUNDS. Each of the Underlying Funds' shares may be
purchased by other investment companies. In some cases, an Underlying Fund may
experience large inflows or redemptions due to allocations or rebalancings.
While it is impossible to predict the overall impact of these transactions over
time, there could be adverse effects on portfolio management. The Adviser will
monitor transactions by the Fund and will attempt to minimize any adverse
effects on the Underlying Funds and the Fund as a result of these transactions.
So long as an Underlying Fund accepts investments by other investment
companies, it will not purchase securities of other investment companies,
except to the extent permitted by the 1940 Act or under the terms of an
exemptive order granted by the SEC.


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DIVIDENDS AND DISTRIBUTIONS
The Fund generally distributes most or all of its net earnings in the form of
dividends. Distributions are normally expected to consist primarily of capital
gains.

The Fund pays dividends and capital gains, if any, annually.

DIVIDEND REINVESTMENT

Unless you instruct the Fund to pay you dividends in cash, dividends and
distributions paid by the Fund will be reinvested in additional shares of the
Fund. You may, upon written request or by completing the appropriate section of
the Account Application, elect to have all dividends and other distributions
paid on Class I of the Fund invested in another ING Fund that offers the same
class of shares.

TAXES

The following information is meant as a general summary for U.S. shareholders.
Please see the SAI for additional information. You should rely on your own tax
adviser for advice about the particular federal, state and local tax
consequences to you of investing in the Fund.

The Fund will distribute all, or substantially all, of its net investment
income and net capital gains to its shareholders each year. Although the Fund
will not be taxed on amounts they distribute, most shareholders will be taxed
on amounts they receive. A particular distribution generally will be taxable as
either ordinary income or long-term capital gain. Except as described below, it
generally does not matter how long you have held your Fund shares or whether
you elect to receive your distributions in cash or reinvest them in additional
Fund shares. For example, if the Fund designates a particular distribution as a
long-term capital gains distribution, it will be taxable to you at your
long-term capital gains rate. Dividends attributable to interest are not
eligible for the reductions in rates described below.

Current tax law (which is currently scheduled to apply through 2010) generally
provides for a maximum tax rate for individual taxpayers of 15% on long-term
gains from sales and from certain qualifying dividends on corporate stock.
Although, these rate reductions do not apply to corporate taxpayers, such
taxpayers may be entitled to a corporate dividends received deduction with
respect to their share of eligible domestic corporate dividends received by the
Fund. The following are guidelines for how certain distributions by the Fund
are generally taxed to individual taxpayers:

o  Distributions of earnings from qualifying dividends and qualifying long-term
   capital gains from an Underlying Fund to the Fund which is distributed to
   individual shareholders will be taxed at a maximum rate of 15%.

o  Note that distributions of earnings from dividends paid by certain
   "qualified foreign corporations" to the Underlying Fund which are then
   distributed to the Fund can also qualify for the lower tax rates on
   qualifying dividends.

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

o  Distributions of earnings from an Underlying Fund to the Fund of
   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.


o  The maximum 15% tax rate for individual taxpayers on long-term capital gains
   and qualifying dividends is currently scheduled to apply through 2010. In
   the absence of further Congressional action, for the calendar years after
   2010, the maximum rate on long-term capital gains for individual taxpayers
   would increase to 20% and income from dividends would be taxed at the rates
   applicable to ordinary income.


Dividends declared by the Fund in October, November or December and paid during
the following January may be treated as having been received by shareholders in
the year the distributions were declared.

You will receive an annual statement summarizing your dividend and capital
gains distributions.

If you buy shares of a Fund before it makes a distribution, the distribution
will be taxable to you even though it may actually be a return of a portion of
your investment. This is known as "a buying dividend."

If you invest through a tax-deferred account, such as a retirement plan, you
generally will not have to pay tax on dividends until they are distributed from
the account. These accounts are subject to complex tax rules, and you should
consult your tax adviser about investment through a tax-deferred account.

The Fund may have income, gains or losses from any distribution or redemption
in the Underlying Funds. Distributions of long-term capital gains or qualifying
dividends of either the Fund or the Underlying Funds will generally be taxed as
long-term capital gains. Other distributions, including short-term capital
gains, will be taxed as ordinary income. The structure of the Fund and the
reallocation of investments among Underlying Funds could affect the amount,
timing and character of distributions.

There may be tax consequences to you if you sell or redeem Fund shares. You
will generally have a capital gain or loss, which will be long-term or
short-term, generally depending on how long you hold those shares. If you
exchange shares, you may be treated as if you sold them. If your tax basis in
your shares exceeds the amount of proceeds you receive from a sale, exchange or
redemption of shares, you will recognize a taxable loss on the sale of shares
of a Fund. Any loss recognized on shares held for six months or less will be
treated as long-term capital loss to the extent of any long-term capital gain
distributions that were received with respect to the shares. Additionally, any
loss realized on a sale, redemption or exchange of shares of a Fund may be
disallowed under "wash sale" rules to the extent the shares disposed of are
replaced with other shares of that Fund

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                                        Dividends, Distributions and Taxes    25

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--------------------------------------------------------------------------------

within a period of 61 days beginning 30 days before and ending 30 days after
shares are disposed of, such as pursuant to a dividend reinvestment in shares
of that Fund. If disallowed, the loss will be reflected in an adjustment to the
tax basis of the shares acquired. You are responsible for any tax liabilities
generated by your transactions.

As with all mutual funds, the Fund may be required to withhold U.S. federal
income tax at the current rate of 28% of all taxable distributions payable to
you if you fail to provide the Fund with your correct taxpayer identification
number or to make required certifications, or if you have been notified by the
IRS that you are subject to backup withholding. Backup withholding is not an
additional tax; rather, it is a way in which the IRS ensures it will collect
taxes otherwise due. Any amounts withheld may be credited against your U.S.
federal income tax liability.

Please see the SAI for further information regarding tax matters.

26    Dividends, Distributions and Taxes

PERFORMANCE                         OF THE UNDERLYING FUNDS
--------------------------------------------------------------------


The Fund seeks to achieve its investment objective by investing in Underlying
Funds and uses asset allocation strategies to determine how much to invest in
Underlying Funds. You may be interested in the performance of the Underlying
Funds or related performance attained by the sub-advisers of the Underlying
Funds. In analyzing this performance it is important to understand that because
the Fund will invest in multiple Underlying Funds the Fund's future performance
will be based on a blend of the performance of the Underlying Funds in
proportion to the percentage of the Fund's assets invested in them. Therefore,
the performance of the Fund will not be based solely on the performance of any
single Underlying Fund. The performance of the Underlying Funds does not
reflect the expenses of the Fund, including sales loads and distribution and
service fees, and would be lower if it did.


PERFORMANCE OF UNDERLYING FUNDS

ING FOREIGN FUND

The following table shows the average annual total returns of Class I shares of
ING Foreign Fund for the 1 Year and Life of Class periods ended December 31,
2007, as well as a comparison with the performance of a broad measure of market
performance - the MSCI All Country World ex US IndexSM. You should not consider
the performance of ING Foreign Fund as an indication of future performance of
the Fund.

                        AVERAGE ANNUAL TOTAL RETURNS(1)
                   (FOR THE PERIODS ENDED DECEMBER 31, 2007)


                                                                 5 YEARS
                                              1 YEAR        (OR LIFE OF CLASS)
                                          -------------    -------------------
 ING Foreign Fund - Class I Return
  Before Taxes                                  16.56%              21.50%(1)
 MSCI All Country World ex US IndexSM
  (reflects no deduction for fees,
  expenses or taxes)(2)                         16.65%              23.62%(3)


(1)   Class I shares commenced operations on September 8, 2003.

(2)   The MSCI All Country World ex US IndexSM is a free float-adjusted market
      capitalization index that is designed to measure equity market
      performance in the global developed and emerging markets, excluding the
      U.S. It includes the reinvestment of dividends and distributions net of
      withholding taxes, but does not reflect fees, brokerage commissions or
      other expenses of investing.

(3)   The index return for Class I shares is for the period beginning September
      1, 2003.

ING EMERGING COUNTRIES FUND

The following table shows the average annual total returns of Class I shares of
ING Emerging Countries Fund for the 1 Year and Life of Class periods ended
December 31, 2007, as well as a comparison with the performance of a broad
measure of market performance - the Morgan Stanley Capital International
Emerging Markets IndexSM ("MSCI EM IndexSM").

                        AVERAGE ANNUAL TOTAL RETURNS(1)
                   (FOR THE PERIODS ENDED DECEMBER 31, 2007)


                                                                   5 YEARS
                                                1 YEAR        (OR LIFE OF CLASS)
                                            -------------    -------------------
 ING Emerging Countries Fund - Class I
  Return Before Taxes                             17.36%              23.16%(1)
 MSCI EM IndexSM (reflects no deduction
  for fees, expenses or taxes)(2)                 39.39%              35.73%(3)


(1)   Class I shares commenced operations on December 21, 2005.

(2)   The MSCI EM IndexSM is an unmanaged index that measures the performance
      of securities listed on exchanges in developing nations throughout the
      world. It includes the reinvestment of dividends and distributions net of
      withholding taxes, but does not reflect fees, brokerage commissions or
      other expenses of investing.

(3)   The index return for Class I shares is for the period beginning January
      1, 2006.

ING INDEX PLUS INTERNATIONAL EQUITY

The following table shows the average annual returns of Class I shares of ING
Index Plus International Equity Fund for the 1 Year and Life of Class periods
ended December 31, 2007, as well as a comparison with the performance of a
broad measure of market performance - the Morgan Stanley Capital International
Europe, Australasia, Far East Index ("MSCI EAFE(Reg. TM) Index").

                          AVERAGE ANNUAL TOTAL RETURNS
                   (FOR THE PERIODS ENDED DECEMBER 31, 2007)


                                                                 5 YEARS
                                              1 YEAR        (OR LIFE OF CLASS)
                                           ------------    -------------------
 ING Index Plus International Equity
  Fund - Class I Return Before Taxes             8.41%              15.74%(1)
 MSCI EAFE(Reg. TM) Index (reflects no
  deduction for fees, expenses or
  taxes)(2)                                     11.17%              18.51%(3)


(1)   Class I shares commenced operations on December 21, 2005.

(2)   The MSCI EAFE(Reg. TM) Index is an unmanaged index that measure the
      performance of securities listed on exchanges in Europe, Australasia and
      the Far East. It includes the reinvestment of dividends and distributions
      net of withholding taxes, but does not reflect fees, brokerage
      commissions or other expenses of investing.

(3)   The index returns for Class I shares are for the period beginning January
      1, 2006.

[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                                       Performance of the Underlying Funds    27

PERFORMANCE OF THE UNDERLYING FUNDS
--------------------------------------------------------------------------------

ING INTERNATIONAL EQUITY DIVIDEND FUND

Because ING International Equity Dividend Fund did not have a full year of
performance as of December 31, 2007, there is no performance information
included in this Prospectus. Please visit the Fund's website at
www.ingfunds.com to obtain performance information once it is available.

ING INTERNATIONAL REAL ESTATE FUND


The following table shows the average annual returns of Class I shares of ING
International Real Estate Fund for the 1 Year and Life of Class periods ended
December 31, 2007, as well as a comparison with the performance of a broad
measure of market performance - the Standard and Poor's Citigroup World
Property Index Ex. U.S. ("S&P/Citigroup World Property Index Ex. U.S.(Reg.
TM)").


                          AVERAGE ANNUAL TOTAL RETURNS
                   (FOR THE PERIODS ENDED DECEMBER 31, 2007)


                                                                    5 YEARS
                                                1 YEAR         (OR LIFE OF CLASS)
                                            --------------    -------------------
 ING International Real Estate Fund -
  Class I Return Before Taxes                      0.90%               16.40%(1)
 S&P/Citigroup World Property Index Ex.
  U.S. (reflects no deduction for fees,
  expenses or taxes)(2)                           (1.55)%              15.94%(3)


(1)   Class I shares commenced operations on February 28, 2006.

(2)   The S&P/Citigroup World Property Index Ex. U.S. is an unmanaged
      market-weighted total return index which consists of many companies from
      developed markets, excluding the U.S., whose floats are larger than $100
      million and derive more than half of their revenue from property-related
      activities.


(3)   The index returns for Class I shares are for the period beginning March
      1, 2006.


ING INTERNATIONAL SMALLCAP MULTI-MANAGER FUND


The following table shows the average annual total returns of Class I shares of
ING International SmallCap Multi-Manager Fund for the 1 Year and Life of Class
periods ended December 31, 2007, as well as a comparison with the performance
of two broad measures of market performance - the Standard and Poor's Citigroup
Extended Market Index World Ex. U.S. ("S&P/Citigroup EMI World Ex. U.S.") and
the Standard & Poor's Citigroup Extended Market Index Europe Pacific Asia
Composite ("S&P/ Citigroup EMI EPAC").


                        AVERAGE ANNUAL TOTAL RETURNS(1)
                   (FOR THE PERIODS ENDED DECEMBER 31, 2007)


                                                                  5 YEARS
                                               1 YEAR        (OR LIFE OF CLASS)
                                           -------------    -------------------
 ING International SmallCap Multi-
  Manager Fund - Class I Return Before
  Taxes                                          10.61%              18.64%(1)
 S&P/Citigroup EMI World Ex. U.S.
  (reflects no deduction for fees,
  expenses or taxes)(2)                           7.32%              17.85%(4)
 S&P/Citigroup EMI EPAC (reflects no
  deduction for fees, expenses or
  taxes)(3)                                       6.10%              17.60%(4)


(1)   Class I shares commenced operations on December 21, 2005.

(2)   The S&P/Citigroup EMI World Ex. U.S. is an unmanaged index which consists
      of the smaller capitalization stocks of the Citigroup Broad Market Index.


(3)   The S&P/Citigroup EMI EPAC is an unmanaged index which consists of the
      smaller capitalization stocks of the Citigroup Broad Market Index, and
      tracks companies in developed countries in the European and Pacific
      regions.


(4)   The index returns for Class I shares are for the period beginning January
      1, 2006.

PERFORMANCE OF SIMILARLY MANAGED ACCOUNTS

ING International Capital Appreciation Fund and ING International Value Choice
Fund have substantially similar investment objectives, policies and strategies
as a composite of similar accounts (each a "Composite" and collectively, the
"Composites") that are advised or sub-advised by HGI and Tradewinds,
respectively.

While the above mentioned Underlying Funds are each managed in a manner
substantially similar to that of their respective Composite, investors should
be aware that the Underlying Funds and the accounts constituting the Composites
may have different future performance due to factors such as differences in the
cash flows into and out of the accounts in the Composites, different fees and
expenses, and differences in the portfolio size and positions. In addition, you
should note that the total operating expenses of each of the accounts in the
Composites may be lower than the total operating expenses of the respective
Underlying Funds. In such cases, the performance of the Composites would be
lower if the total operating expenses of the Underlying Funds had been used.

The historical performance of the Composites are presented below. You should
not consider the performance of the Composites as an indication of future
performance of the Fund. Past performance is not a guarantee of future results.

28    Performance of the Underlying Funds

                     PERFORMANCE OF THE UNDERLYING FUNDS
--------------------------------------------------------------------

ING INTERNATIONAL CAPITAL APPRECIATION FUND

PERFORMANCE OF SIMILAR INTERNATIONAL GROWTH EQUITY ACCOUNTS MANAGED BY HGI

The tables below are designed to show how a composite of similar accounts
managed by HGI performed over various periods in the past.

The HGI Tax-Exempt International Growth Equity Composite consists of all fully
discretionary portfolios, managed by HGI's Growth Team, invested in equities of
companies domiciled outside the U.S. and that are invested without regard to
tax consequences. Each portfolio in the composite has investment objectives,
policies and strategies substantially similar to those of ING International
Capital Appreciation Fund. The accounts included in the composite may include
separate accounts, registered mutual funds, private investments funds and other
client accounts. To receive a complete listing of HGI's composites and/or a
complete presentation that adheres to the Global Investment Performance
Standards ("GIPS(Reg. TM)") , contact the sub-adviser's Marketing department at
the sub-adviser.

The tables below show the returns for the HGI Tax-Exempt International Growth
Equity Composite compared with the MSCI All Country World Ex US Index(Reg. TM)
for the one-, three-, five- and since inception periods ended December 31, 2007
and on an annual basis as of December 31, of prior years. This information is
designed to demonstrate the historical track record of HGI. It does not
indicate how ING International Capital Appreciation Fund has performed or will
perform in the future. Past performance is not a guarantee of future results.

                          AVERAGE ANNUAL TOTAL RETURNS
                           (AS OF DECEMBER 31, 2007)


                   HGI TAX-EXEMPT
                   INTERNATIONAL            MSCI ACWI
                   GROWTH EQUITY              EX US
                   COMPOSITE (%)      INDEX(Reg. TM)(1) (%)
                  ---------------    ----------------------
 One Year                18.91%                16.65%
 Three Years             19.58%                19.88%
 Five Years              22.07%                24.02%
 Ten Years(2)            12.38%                15.22%(3)


                              ANNUAL TOTAL RETURNS
                        (AS OF DECEMBER 31 OF EACH YEAR)


                   HGI TAX-EXEMPT
                   INTERNATIONAL            MSCI ACWI
                   GROWTH EQUITY              EX US
                   COMPOSITE (%)      INDEX(Reg. TM)(1) (%)
                  ---------------    ----------------------
 2007                    18.91%                16.65%
 2006                    23.85%                26.65%
 2005                    15.92%                16.62%
 2004                    13.98%                20.91%
 2003                    38.80%                40.83%
 2002                   (13.86)%              (14.95)%
 2001                   (19.16)%              (19.73)%
 2000                    (3.93)%              (15.31)%
 1999                    52.60%                30.63%
  1998(2)                15.53%                14.42%(3)


(1)   The MSCI All Country World Ex US Index(Reg. TM) measures the returns of
      equities of companies which are domiciled outside the U.S. It includes
      the reinvestment of dividends and distributions net of withholding taxes,
      but does not reflect fees, brokerage commissions or other expenses of
      investing.

(2)   For the period from July 1996 through December 1998, the track record
      presented consists of portfolios managed by the team that joined HGI
      while employed by Indago Capital Management in Toronto, Ontario, an
      affiliate of The Canada Life Assurance Company, an investment advisor not
      affiliated with HGI.


(3)   Prior to December 31, 1998, the MSCI All Country World Ex US Index(Reg.
      TM) did not include the deduction of withholding taxes. The gross index
      return is for the period beginning January 1, 1998.

The performance has been adjusted to reflect operating costs for Class I shares
of ING International Capital Appreciation Fund. The performance reflected in
the composite was calculated differently than the method used for calculating
performance pursuant to SEC guidelines.

HGI claims compliance with the Global Investment Performance Standards
("GIPS(Reg. TM)"), although the performance figures presented above are not in
compliance with GIPS(Reg. TM) standards due to the adjustment for Class I share
expenses noted below.

The gross total returns for the HGI Tax-Exempt International Growth Equity
Composite in the Average Annual Total Returns and Annual Total Returns tables
were adjusted to reflect the deduction of net operating expenses for Class I
shares of ING International Capital Appreciation Fund. Net operating expenses
include investment advisory fees, distribution and service (Rule 12b-1) fees,
custodial fees, brokerage commissions and execution costs, and other expenses,
without the provision for any applicable federal or state income taxes, if any.
The Annual Total Returns table and the Average Annual Total Returns table for
the HGI Tax-Exempt International Growth Equity Composite do not reflect the
deduction of any sales loads, which would have reduced those performance
numbers. Returns are stated in U.S. dollars. Most of the accounts in the HGI
Tax-Exempt International Growth Equity Composite are not subject to the
diversification rules, tax restrictions and investment limits of the 1940 Act
or Subchapter M of the Internal Revenue Code ("Code"). Returns may have been
lower if the composite had been subject to these regulations. The aggregate
returns of the accounts reflected in the composite may not reflect the returns
of any particular account of HGI.


ING INTERNATIONAL VALUE CHOICE

PERFORMANCE OF SIMILAR INTERNATIONAL VALUE ACCOUNTS MANAGED BY TRADEWINDS

The tables below are designed to show you how a composite of similar
international value investment accounts managed by Tradewinds performed over
various periods in the past.

The Tradewinds International Value Composite ("Tradewinds International Value
Composite") is a composite of the performance of all objectives, policies and
strategies that are substantially similar to those of ING International Value
Choice Fund. Such accounts had at least $2 million in net assets under
management managed by Tradewinds for at least one month or 90% invested prior
to the beginning of a calendar quarter

[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                                       Performance of the Underlying Funds    29

PERFORMANCE OF THE UNDERLYING FUNDS
--------------------------------------------------------------------------------

beginning March 31, 2001. The accounts in the composite may include separate
accounts, registered mutual funds, private investments funds and other client
accounts.

The tables below show the returns for the Tradewinds International Value
Composite compared with the MSCI EAFE(Reg. TM) Index for the one-year,
three-year and since inception periods ended December 31, 2007 and on an annual
basis as of December 31, of prior years. This information is designed to
demonstrate the historical track record with Tradewinds. It does not indicate
how ING International Value Choice Fund has performed or will perform in the
future. Past performance is not a guarantee of future results.

                          AVERAGE ANNUAL TOTAL RETURNS
                        (AS OF DECEMBER 31, 2007)(1)(2)


                                                                 MSCI
                                 TRADEWINDS INTERNATIONAL    EAFE(Reg. TM)
                                  VALUE COMPOSITE(2) (%)     INDEX(3) (%)
                                --------------------------  --------------
 One Year                                    11.60%               11.17%
 Three Years                                 16.15%               16.83%
 Five Years                                  25.40%               21.59%
 Since Inception (3/31/01)(4)                17.05%               11.09%


                           ANNUAL TOTAL RETURNS(1)(2)
                        (AS OF DECEMBER 31 OF EACH YEAR)


                                                      MSCI
                      TRADEWINDS INTERNATIONAL    EAFE(Reg. TM)
                       VALUE COMPOSITE(2) (%)     INDEX(3) (%)
                     --------------------------  --------------
 2007                             11.60%               11.17%
 2006                             21.62%               26.34%
 2005                             15.31%               13.54%
 2004                             31.42%               20.25%
 2003                             45.59%               38.59%
 2002                             (0.58)%             (15.94)%
 2001 (3/31/01)(4)                (8.12)%             (21.44)%


(1)   Prior to 1/1/04, the Tradewinds International Value Composite included
      accounts under $2 million.


(2)   Performance results from March 31, 2001 - February 28, 2006 represent the
      performance of the previous sub-adviser NWQ Investment Management
      Company, LLC, Tradewinds' affiliate. The Portfolio Manager responsible
      for managing ING International Value Choice Fund was with the previous
      sub-adviser from March 31, 2001 to February 28, 2006.


(3)   The MSCI EAFE(Reg. TM) Index is an unmanaged index that measures the
      performance of securities listed on exchanges in markets in Europe,
      Australasia, and the Far East. It includes the reinvestment of dividends
      and distributions net of withholding taxes, but does not reflect fees,
      brokerage commissions or other expenses of investing.

(4)   Index return for the MSCI EAFE(Reg. TM) Index is for the period beginning
      April 1, 2001.


The performance reflected in the composite was calculated differently than the
method used for calculating performance pursuant to SEC guidelines.

The net annual total returns for the Tradewinds International Value Composite
were calculated on an asset-weighted, total return basis, including
reinvestment of all dividends, interest and income, realized and unrealized
gains or losses, brokerage commissions and execution costs, advisory and
custodial fees, and any applicable foreign withholding taxes, without provision
for federal and state income taxes, if any. The Annual Total Returns table and
the Average Annual Total Returns table for the Tradewinds International Value
Composite do not reflect the deduction of any sales loads, which would have
reduced those performance numbers. The accounts in the Tradewinds International
Value Composite do not pay the same expenses that mutual funds pay and are not
subject to the diversification rules, tax restrictions and investment limits
under the 1940 Act or Subchapter M of the Code. Consequently, the performance
results for the Tradewinds International Value Composite would have been
adversely affected if the institutional private accounts included in the
Tradewinds International Value Composite had been subject to these expenses and
may have been adversely affected if the institutional private accounts included
in the Tradewinds International Value Composite had been regulated as
investment companies under the federal securities laws. The aggregate returns
of the accounts in the Tradewinds International Value Composite may not reflect
the returns of any particular account managed by Tradewinds.


30    Performance of the Underlying Funds

FINANCIALHIGHLIGHTS
--------------------------------------------------------------------


The financial highlights tables on the following pages are intended to help you
understand the Fund's Class I shares' financial performance for the period of
the class' operations.

Because Class W shares of the Fund had not commenced operations as of October
31, 2007, financial highlights are not available for Class W shares. Annual
returns would differ only to the extent Class I and Class W Shares have
different expenses. Certain information reflects financial results for a single
share. The total return in the table represents the rate that an investor would
have earned (or lost) on an investment in the Fund (assuming reinvestment of
all dividends and distributions). A report of the Fund's independent registered
public accounting firm, along with the Fund's financial statements, is included
in the Fund's annual shareholder report, which is incorporated by reference
into the SAI and is available upon request.


[GRAPHIC APPEARS HERE]

                          If you have any questions, please call 1-800-992-0180.

                                                        Financial Highlights  31

ING DIVERSIFIED INTERNATIONAL FUND                         FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------

The information in the table below has been derived from the Fund's financial
statements, which have been audited by KPMG LLP, an independent registered
public accounting firm.


                                                                           CLASS I
                                                            --------------------------------------
                                                                                      DECEMBER 21,
                                                                                       2005(1) TO
                                                             YEAR ENDED OCTOBER 31,   OCTOBER 31,
                                                                      2007                2006
                                                            ------------------------ -------------
 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of period                  $               11.63               10.00
 Income (loss) from investment operations:
 Net investment income (loss)                          $                0.03*              (0.01)*
 Net realized and unrealized gain on investments in    $                3.41                1.64
 affiliates
 Total from investment operations                      $                3.44                1.63
 Less distributions from:
 Net investment income                                 $                0.08                  -
 Total distributions                                   $                0.08                  -
 Net asset value, end of period                        $               14.99               11.63
 TOTAL RETURN(2)                                       %               29.69               16.30
 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of period (000's)                     $                  32                   4
 Ratios to average net assets:
 Gross expenses prior to expense reimbursement(3)(4)   %                0.30                0.45
 Net expenses after expense reimbursement(3)(4)(5)     %                0.09                0.10
 Net investment income (loss) after expense            %                0.21               (0.13)
 reimbursement(3)(4)(5)
 Portfolio turnover rate                               %                  32                  30


--------------------------------------------------------------------------------

(1)   Commencement of operations.

(2)   Total return is calculated assuming reinvestment of all dividends and
      capital gain distributions at net asset value. Total return for less than
      one year is not annualized.

(3)   Annualized for periods less than one year.


(4)   Expense ratios do not include expenses of Underlying Funds.



(5)   The Investment Adviser has agreed to limit expenses, (excluding interest,
      taxes, brokerage and extraordinary expenses) subject to possible
      recoupment by ING Investments, LLC within three years of being incurred.



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


32  ING Diversified International Fund


In addition to the Fund offered in this Prospectus, the Distributor also offers
the funds listed below. Before investing in a fund, shareholders should
carefully review the fund's prospectus. Investors may obtain a copy of a
prospectus of any ING Fund not discussed in this Prospectus by calling (800)
992-0180 or by going to www.ingfunds.com.


Domestic Equity and Income Funds
ING Balanced Fund
ING Growth and Income Fund
ING Real Estate Fund


Domestic Equity Growth Funds

ING Fundamental Research Fund
ING Growth Fund
ING LargeCap Growth Fund
ING MidCap Opportunities Fund
ING Opportunistic LargeCap Fund
ING Small Company Fund
ING SmallCap Opportunities Fund

Domestic Equity Index Funds
ING Index Plus LargeCap Fund
ING Index Plus MidCap Fund
ING Index Plus SmallCap Fund

Domestic Equity Value Funds
ING LargeCap Value Fund
ING Value Choice Fund
ING SmallCap Value Choice Fund

Fixed-Income Funds
ING GNMA Income Fund

Global Equity Funds
ING Global Equity Dividend Fund
ING Global Natural Resources Fund
ING Global Real Estate Fund
ING Global Science and Technology Fund
ING Global Value Choice Fund

International Equity Funds
ING Asia-Pacific Real Estate Fund
ING Disciplined International Small Cap Fund
ING Emerging Countries Fund
ING European Real Estate Fund
ING Foreign Fund
ING Greater China Fund
ING Index Plus International Equity Fund
ING International Equity Dividend Fund
ING International Growth Opportunities Fund
ING International Capital Appreciation Fund
ING International Real Estate Fund
ING International SmallCap Multi-Manager Fund
ING International Value Fund
ING International Value Choice Fund
ING International Value Opportunities Fund

Global and International Fixed-Income Funds
ING Global Bond Fund
ING Emerging Markets Fixed Income Fund

Money Market Funds
ING Money Market Fund

Strategic Allocation Funds
ING Strategic Allocation Conservative Fund
ING Strategic Allocation Growth Fund
ING Strategic Allocation Moderate Fund


WHERE TO GO FOR MORE INFORMATION
YOU'LL FIND MORE INFORMATION ABOUT THE FUND IN OUR:

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

STATEMENT OF ADDITIONAL INFORMATION ("SAI")
The SAI contains more detailed information about the Fund. The SAI is legally
part of this Prospectus (it is incorporated by reference). A copy has been
filed with the SEC.

Please write, call or visit our website for a free copy of the current annual/
semi-annual shareholder reports, the SAI or other Fund information.

To make shareholder inquiries contact:

THE ING FUNDS
7337 East Doubletree Ranch Road
Scottsdale, AZ 85258-2034

1-800-992-0180

Or visit our website at WWW.INGFUNDS.COM

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

U.S. SECURITIES AND EXCHANGE COMMISSION
Public Reference Section
100 F Street, N.E.
Washington, D.C. 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
WWW.SEC.GOV.

When contacting the SEC, you will want to refer to the Fund's SEC file numbers.
The file numbers are as follows:

ING Mutual Funds                        811-07428
  ING Diversified International Fund

PRPRO-UDIFIW                                                     (0208-022908)
[GRAPHIC APPEARS HERE]

--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

Prospectus
FEBRUARY 29, 2008

Class R
ING DIVERSIFIED INTERNATIONAL FUND


 This Prospectus contains important information about investing in Class R
 shares of ING Diversified International 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.

-------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

MUTUAL FUNDS
--------------------------------------------------------------------------------


                                                                  WHAT'S INSIDE
--------------------------------------------------------------------------------

[GRAPHIC APPEARS HERE]

       INVESTMENT
       OBJECTIVE
[GRAPHIC APPEARS HERE]

       PRINCIPAL
       INVESTMENT
       STRATEGIES
[GRAPHIC APPEARS HERE]

       RISKS

[GRAPHIC APPEARS HERE]

       HOW THE
       FUND HAS
       PERFORMED
[GRAPHIC APPEARS HERE]

       WHAT YOU
       PAY TO
       INVEST

Risk is the potential that your investment will lose money or not earn as much
as you hope. All mutual funds have varying degrees of risk, depending on the
securities in which they invest. Please read this Prospectus carefully to be
sure you understand the principal investment strategies and risks associated
with the Fund. You should consult the Statement of Additional Information
("SAI") for a complete list of the investment strategies and risks.

[GRAPHIC APPEARS HERE]

If you have any questions about the Fund, please call your investment
professional or us at 1-800-992-0180.

These pages contain a description of the Fund included in this Prospectus,
including the Fund's investment objective, principal investment strategies and
risks.

You'll also find:

HOW THE FUND HAS PERFORMED. A chart that shows the Fund's financial performance
for the past ten years (or since inception, if shorter).

WHAT YOU PAY TO INVEST. A list of the fees and expenses you pay - both directly
and indirectly - when you invest in the Fund.

INTRODUCTION                         1
ING Diversified International Fund   2

WHAT YOU PAY TO INVEST                         4
INFORMATION FOR INVESTORS                     12
MANAGEMENT OF THE FUND                        17
MORE INFORMATION ABOUT RISKS                  18
DIVIDENDS, DISTRIBUTIONS AND TAXES            23
PERFORMANCE OF THE UNDERLYING FUNDS           24
FINANCIAL HIGHLIGHTS                          28
WHERE TO GO FOR MORE INFORMATION      Back Cover


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INTRODUCTION
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AN INTRODUCTION TO THE FUND
The Fund seeks to achieve its investment objective by investing in other ING
Funds ("Underlying Funds") and uses asset allocation strategies to determine
how much to invest in the Underlying Funds. The Fund is designed to meet the
needs of investors who wish to seek exposure to various types of international
securities through a single diversified investment.

The Fund invests primarily in a combination of the Underlying Funds that, in
turn, invest directly in a wide range of international securities. Although an
investor may achieve the same level of diversification by investing directly in
a variety of the Underlying Funds, the Fund provides investors with a means to
simplify their investment decisions by investing in a single diversified
portfolio. For more information about the Underlying Funds, please see "More
Information on Investment Strategies" on page 7 and "Description of the
Investment Objectives, Main Investments and Risks of the Underlying Funds"
beginning on page 8 of this Prospectus.


Although the Fund is designed to serve as a diversified investment portfolio of
international securities, no single mutual fund can provide an appropriate
investment program for all investors. You should evaluate the Fund in the
context of your personal financial situation, investment objectives and other
investments.


This Prospectus explains the investment objective, principal investment
strategies and risks of the Fund. Reading this Prospectus will help you to
decide whether the Fund is the right investment for you. You should keep this
Prospectus for future reference.

AN INTRODUCTION TO THE ASSET ALLOCATION PROCESS

ING Investments, LLC ("ING Investments" or "Adviser") is the investment adviser
of the Fund. ING Investments is an indirect, wholly-owned subsidiary of ING
Groep, N.V. ("ING Groep") (NYSE: ING).

ING Investment Management Co. ("ING IM" or "Consultant") is a consultant to ING
Investments. Both ING Investments and ING IM are indirect, wholly-owned
subsidiaries of ING Groep. ING Investments and ING IM, working together, have
designed the Fund that will be constructed and managed in accordance with the
following process:

ING Investments uses an asset allocation process to determine the Fund's
investment mix. This asset allocation process can be described as follows:

1. In the first stage, the mix of international equity asset classes that is
   likely to produce the optimal return for the Fund is estimated. This
   estimate is made with reference to an investment model that incorporates
   historical and expected returns, standard deviations and correlation
   coefficients of international asset classes as well as other financial
   variables. The mix of international asset classes arrived at for the Fund
   is called the "Target Allocation." ING IM will review the Target Allocation
   at least annually and make recommendations to ING Investments regarding
   proposed changes. ING IM will also provide tactical allocation
   recommendations to ING Investments, to overweight certain asset classes and
   style, while underweighting other asset classes. These recommendations are
   intended to be in response to changing market conditions, and to enable ING
   Investments to shift to those asset classes that are expected to outperform
   under certain market conditions. ING Investments has set up an Investment
   Committee made up of a team of professionals to consider and review the
   recommendations of ING IM, and will retain discretion over implementation
   of ING IM's recommendations, as necessary.

2. ING Investments determines the Underlying Funds in which the Fund invests to
   attain its Target Allocation. In choosing an Underlying Fund, ING
   Investments considers, among other factors, the degree to which the
   Underlying Fund's holdings or other characteristics correspond to the
   desired Target Allocation. ING Investments, at any time, may change the
   Underlying Funds in which the Fund invests, may add or drop Underlying
   Funds, and may determine to make tactical changes in the Fund's Target
   Allocation depending on market conditions and ING IM's recommendations. ING
   Investments determines the Target Allocation and the selection of
   Underlying Funds.

3. The Target Allocation may be changed at any time by ING Investments.


The Investment Committee of ING Investments will have sole authority over the
asset allocations, investments in particular Underlying Funds (including any
Underlying Funds organized in the future) and the Target Allocation for the
Fund, including determining the transition pattern of the Fund in a timely but
reasonable manner based upon market conditions at the time of allocation
changes. The pre-defined mixes will be reviewed at least annually and analyzed
for consistency with current market conditions and industry trends in
consultation with ING IM.


The Fund's stated investment objective is non-fundamental and may be changed by
the Fund's Board of Trustees ("Board") without the approval of shareholders.

1    Introduction

                                                                        ADVISER
                                                            ING Investments, LLC
ING DIVERSIFIED INTERNATIONAL FUND
--------------------------------------------------------------------------------

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INVESTMENT OBJECTIVE

The Fund's investment objective is to seek long term growth of capital. The
Fund's investment objective is not fundamental and may be changed without a
shareholder vote.


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PRINCIPAL  INVESTMENT STRATEGIES
The Fund invests in a combination of Underlying Funds that in turn invest in
foreign equity securities of issuers located in a number of different
countries, other than the U.S. The Adviser seeks to diversify the Fund's
holdings internationally by including Underlying Funds that invest in companies
of all market capitalizations, Underlying Funds that invest using a growth or
value style and Underlying Funds that invest in companies in both developed
countries and countries with emerging securities markets.The Fund's current
approximate Target Allocations (expressed as a percentage of its net assets)
among the Underlying Funds are set out below. As these are Target Allocations,
the actual allocations of the Fund's assets may deviate from the percentages
shown.


International Core                                                         35%

International Growth                                                     17.5%
International Value                                                      17.5%
International SmallCap                                                     10%
Emerging Markets                                                           15%

International Real Estate                                                   5%


The Fund may be rebalanced periodically to return to the Target Allocation and
inflows and outflows may be managed to attain the Target Allocation. The Target
Allocation may be changed, at any time, as described under "An Introduction to
the Asset Allocation Process."

--------------------------------------------------------------------------------

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RISKS
You could lose money
on an investment in the Fund. The Fund may be affected by the following risks,
among others:


AFFILIATED FUNDS - in managing the Fund, ING Investments will have authority to
select and substitute Underlying Funds. ING Investments may be subject to
potential conflicts of interest in selecting Underlying Funds because the fees
paid to it by some Underlying Funds are higher than fees paid by other
Underlying Funds. However, ING Investments is a fiduciary to the Fund and is
legally obligated to act in the Fund's best interests when selecting Underlying
Funds.


ASSET ALLOCATION - assets will be allocated among funds and markets based on
judgments made by ING Investments. There is a risk that the Fund may allocate
assets to an Underlying Fund or market that underperforms other asset classes.
For example, the Fund may be underweighted in assets or a market that is
experiencing significant returns or overweighted in assets or a market with
significant declines.


CONVERTIBLE SECURITIES -
the value of convertible securities may fall when interest rates rise.
Convertible securities with longer maturities tend to be more sensitive to
changes in interest rates, usually making them more volatile than convertible
securities with shorter maturities. An Underlying Fund could lose money if the
issuer of a convertible security is unable to meet its financial obligations or
goes bankrupt.

DERIVATIVES - derivatives are subject to the risk of changes in the market
price of the underlying security, credit risk with respect to the counterparty
to the derivative instruments, and the risk of loss due to changes in interest
rates. The use of certain derivatives may have a leveraging effect, which may
increase the volatility of an Underlying Fund and may reduce its returns.

FOREIGN INVESTING - the Fund allocates assets to Underlying Funds that invest in
foreign investments. Foreign investments may be riskier than U.S. investments
for many reasons, including: changes in currency exchange rates; unstable
political and economic conditions; a lack of adequate company information;
differences in the way securities markets operate; less secure foreign banks or
securities depositories than those in the United States; less standardization of
accounting standards and market regulations in certain foreign countries and
varying foreign controls on investments. Foreign investments may also be
affected by administrative difficulties, such as delays in clearing and settling
transactions. Additionally, securities of foreign companies may be denominated
in foreign currencies. Exchange rate fluctuations may reduce or eliminate gains
or create losses. Hedging strategies intended to reduce this risk may not
perform as expected. These factors may make foreign investments more volatile
and potentially less liquid than U.S. investments. To the extent an Underlying
Fund invests in countries with emerging securities markets, the risks of foreign
investing may be greater, as these countries may be less politically and
economically stable than other countries. It may also be more difficult to buy
and sell securities in countries with emerging securities markets.


MARKET TRENDS - from time to time, the stock market may not favor growth or
value oriented securities in which an Underlying Fund invests. Rather, the
market could favor securities to which an Underlying Fund is not exposed, or
may not favor equities at all.


OTHER INVESTMENT COMPANIES - the main risk of investing in other investment
companies is the risk that the value of the underlying securities might
decrease. Because the Fund may invest in other investment companies, you will
pay a proportionate share of the expenses of that other investment company
(including management fees, administration fees and custodial fees) in addition
to the expenses of the Fund.

PRICE VOLATILITY - the value of the Fund changes as the prices of the
Underlying Funds' investments go up or down. Equity securities face market,
issuer and other risks, and their values may fluctuate, sometimes rapidly and
unpredictably. Market risk is the risk that securities may decline in value due
to factors affecting securities markets generally or particular industries.
Issuer risk is the risk that the value of a security may decline for reasons
relating to the issuer, such as changes in the financial condition of the
issuer. While equities may offer the potential for greater long-term growth
than most debt securities, they generally have higher volatility.

The Fund may invest in Underlying Funds that invest in small- and mid-sized
companies, which may be more susceptible to greater price volatility than
larger companies because they typically have fewer financial resources, more
limited product and market diversification and may be dependent on a few key
managers.



If you would like additional information regarding the Fund's investment
strategies and risks or the Underlying Funds' investment strategies and risks
please see "More Information on Investment Strategies" beginning on page 7,
"Description of the Investment Objectives, Main Investments and Risks of the
Underlying Funds" beginning on page 8, and "More Information About Risks"
beginning on page 18 of this Prospectus.

2  ING Diversified International Fund

                                             ING DIVERSIFIED INTERNATIONAL FUND
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HOW THE FUND HAS
PERFORMED

                The following information is intended to help you understand
                the risks of investing in the Fund. The value of your shares in
                the Fund will fluctuate depending on the Fund's investment
                performance. The bar chart and table below show the changes in
                the Fund's performance from year to year, and the table
                compares the Fund's performance to the performance of a broad
                measure of market performance for the same period. The Fund's
                past performance (before and after income taxes) is no
                guarantee of future results.


The bar chart below provides some indication of the risks of investing in the
Fund by showing the performance of the Fund's Class A shares (2006) and Class R
Shares (2007) from year to year. These figures do not reflect sales charges and
would be lower for Class A if they did.


                      YEAR-BY-YEAR TOTAL RETURNS (%)(1)(2)
                      (FOR THE PERIODS ENDED DECEMBER 31)

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1998   1999   2000   2001   2002   2003   2004   2005   2006       2007
                                                        24.48      11.83


            Best and worst quarterly performance during this period:


                         Best: 4th quarter 2006: 11.66%

                       Worst: 4th quarter 2007: (2.53)%


                       AVERAGE ANNUAL TOTAL RETURNS(1)(2)
                   (FOR THE PERIODS ENDED DECEMBER 31, 2007)


The table below provides some indication of the risks of investing in the Fund
by comparing the Fund's Class A and Class R shares' performance to that of a
broad measure of market performance - the Morgan Stanley Capital International
All Country World ex U.S. IndexSM ("MSCI All Country World ex U.S. IndexSM").
It is not possible to invest directly in the index. The table also shows
returns on a before-tax and after-tax basis. After-tax returns are calculated
using the historical highest individual federal marginal income tax rates and
do not reflect the impact of state and local taxes.


Actual after-tax returns depend on an investor's tax situation and may differ
from those shown, and after-tax returns shown are not relevant to investors who
hold their Fund shares through tax-deferred arrangements, such as 401(k) plans
or individual retirement accounts.

In some cases the return after taxes may exceed the return before taxes due to
an assumed tax benefit from any losses on a sale of Fund shares at the end of
the measurement period.

After-tax returns are shown for Class A only. After-tax returns for other
classes will vary.


                                                                                          5 YEARS
                                                                       1 YEAR       (OR LIFE OF CLASS)      10 YEARS
 CLASS A RETURN BEFORE TAXES(3)                               %        5.57             14.50(2)               N/A
 Class A Return After Taxes on Distributions(3)               %        5.07             14.19(2)               N/A
 Class A Return After Taxes on Distributions and Sale of      %        4.03             12.38(2)               N/A
  Fund Shares(3)
 MSCI All Country World ex U.S. IndexSM(4)                    %       16.65             21.55(5)               N/A
 CLASS R RETURN BEFORE TAXES                                  %       11.83             12.74(4)               N/A
 MSCI All Country World ex U.S. IndexSM(4)                    %       16.65             18.58(6)               N/A


(1)   The figure shown for 2007 provides performance for Class R shares of the
      Fund. The figure shown for 2006 provides performance for Class A shares
      of the Fund. Class A shares are not offered in this Prospectus. Class A
      shares would have substantially similar annual returns as the Class R
      shares because the classes are invested in the same portfolio of
      securities. Annual returns would differ only to the extent Class R and
      Class A shares have different expenses.

(2)   Class A shares commenced operations on December 21, 2005. Class R shares
      commenced operations on December 12, 2006.

(3)   Reflects deduction of the maximum Class A sales charge of 5.75%.


(4)   MSCI All Country World ex U.S. IndexSM is a free float-adjusted market
      capitalization index that is designed to measure equity market
      performance in the global developed and emerging markets, excluding the
      U.S. It includes the reinvestment of dividends and distributions net of
      withholding taxes, but does not reflect fees, brokerage commissions or
      other expenses of investing.


(5)   The Index return for Class A shares is for the period beginning January
      1, 2006.

(6)   The Index return for Class R shares is for the period beginning December
      1, 2006.


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                          If you have any questions, please call 1-800-992-0180.

                                         ING Diversified International Fund    3

WHAT YOU PAY TO INVEST
--------------------------------------------------------------------------------

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      There are two types of fees and expenses when you invest in mutual funds:
      fees, including sales charges, you pay directly when you buy or sell
      shares, and operating expenses paid each year by the Fund.

      The tables that follow show the fees and expenses you pay if you buy and
      hold shares of the Fund. The table that follows shows the fees and the
      estimated operating expenses for the Fund. The estimated expenses are
      based on the expenses paid by the Fund in the fiscal year ended October
      31, 2007. Shareholders of the Fund will indirectly bear the expenses of
      an Underlying Fund based upon the percentage of the Fund's assets that is
      allocated to the Underlying Fund. Because the fees and annual net
      operating expenses of the Underlying Fund, and the Fund's allocation to
      that Underlying Fund, will vary from year to year, the fees and expenses
      paid by the Fund may vary from year to year.

FEES YOU PAY DIRECTLY

                                                                   CLASS R
                                                                ------------
 MAXIMUM SALES CHARGE ON YOUR INVESTMENT (AS A % OF                    none
  OFFERING PRICE)
 MAXIMUM DEFERRED SALES CHARGE (AS A % OF PURCHASE OR SALES            none
  PRICE, WHICHEVER IS LESS)

OPERATING EXPENSES PAID EACH YEAR BY THE FUND(1)
(as a % of average net assets)

CLASS R


                                                         DISTRIBUTION
                                                          AND SERVICE
                                            MANAGEMENT      (12B-1)        OTHER
FUND                                            FEE           FEE       EXPENSES(2)
-------------------------------------      ------------ -------------- -------------
 ING Diversified International Fund    %         0.00          0.50           0.30

                                         ACQUIRED
                                       (UNDERLYING)     TOTAL                             NET
                                           FUNDS         FUND          WAIVERS,          FUND
                                         FEES AND     OPERATING     REIMBURSEMENTS     OPERATING
FUND                                    EXPENSES(3)    EXPENSES   AND RECOUPMENTS(4)   EXPENSES
------------------------------------- -------------- ----------- -------------------- ----------
 ING Diversified International Fund          1.18          1.98           (0.26)           1.72


--------------------------------------------------------------------------------

(1)      This table shows the estimated operating expenses for Class R shares
         of the Fund as a ratio of expenses to average daily net assets. The
         estimated expenses are based on the Fund's actual operating expenses
         for its most recently completed fiscal year as adjusted for
         contractual changes, if any, and fee waivers to which ING Investments,
         the Investment Adviser to the Fund, has agreed.


(2)      ING Funds Services, LLC receives an annual administrative fee equal to
         0.10% of the Fund's average daily net assets which is reflected in
         "Other Expenses."


(3)      The Fund's Acquired (Underlying) Funds Fees and Expenses is based on a
         weighted average of the fees and expenses of the Underlying Funds in
         which it invests. The amount of fees and expenses of the Underlying
         Funds borne by a Fund will vary based on the Fund's allocation of
         assets to, and the annualized net expenses of, the particular
         Underlying Funds during the Fund's fiscal year.


(4)      ING Investments, LLC, has entered into a written expense limitation
         agreement with the Fund under which it will limit expenses of the Fund
         excluding interest, taxes, brokerage and extraordinary expenses,
         subject to possible recoupment by ING Investments within three years.
         The amount of the Fund's expenses proposed to be waived or reimbursed
         during the current fiscal year by ING Investments, LLC adjusted for
         contractual changes, if any, is shown under the heading "Waivers and
         Reimbursements." The total expense limit for the Fund, including
         expenses of the Underlying Funds is 1.72% for Class R shares. The
         expense limit will continue through at least March 1, 2009. The
         expense limitation agreement is contractual and shall renew
         automatically for one-year terms unless ING Investments, LLC provides
         written notice of the termination of the expense limitation agreement
         within 90 days of the end of the then-current term or upon termination
         of the investment management agreement.



4  What You Pay to Invest

                                                         WHAT YOU PAY TO INVEST
--------------------------------------------------------------------------------

             ACQUIRED (UNDERLYING) FUNDS ANNUAL OPERATING EXPENSES
                 (AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS)

Because we use a weighted average in calculating expenses attributable to the
Fund, the amount of the fees and expenses of the Class I shares of the
Underlying Funds indirectly borne by the Fund will vary based on the Fund's
allocation of assets to, and the annualized net operating expenses of, the
particular Underlying Funds during the Fund's fiscal year. The following are
the annual net expense ratios (as an annual percentage of average daily net
assets) for each Underlying Fund as of October 31, 2007.


CLASS I



                                                     NET
                                                  OPERATING
UNDERLYING FUND                                    EXPENSES
------------------------------------------    -----------------
 ING Emerging Countries                                  1.56%
 ING Foreign                                             1.21%
 ING Index Plus International Equity                     0.87%
 ING International Capital Appreciation                  1.15%
 ING International Equity Dividend(1)                    1.15%
 ING International Real Estate                           1.25%
 ING International SmallCap Multi-Manager                1.20%
 ING International Value Choice                          1.31%



--------------------------------------------------------------------------------

(1)   Indicates the estimated operating expenses for the Fund as a ratio of
      expenses to average daily net assets. The Fund had not had a full year of
      operations as of the fiscal year ended October 31, 2007.



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                          If you have any questions, please call 1-800-992-0180.

                                                       What You Pay to Invest  5

WHAT YOU PAY TO INVEST
--------------------------------------------------------------------------------

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      EXAMPLE(1)

      The Example is intended to help you compare the cost of investing in
      shares of the Fund, including the costs of the Underlying Funds, with the
      cost of investing in other mutual funds. The Example assumes that you
      invest $10,000 in the shares of the Fund for the time periods indicated
      and then redeem all of your shares at the end of those periods. The
      Example also assumes that your investment has a 5% return each year, that
      all dividends and distributions are reinvested, and that the Class I
      shares of the Underlying Fund's total net annual operating expenses
      remain the same. Although your actual costs may be higher or lower, the
      Example shows what your costs would be based on these assumptions.

CLASS R


FUND                                                1 YEAR      3 YEARS       5 YEARS      10 YEARS
-------------------------------------              --------    ---------    ----------    ---------
 ING Diversified International Fund       $           175          596         1,044         2,285


--------------------------------------------------------------------------------


(1)   The Example reflects any expense limitation agreements/waivers of the
      Fund and Underlying Funds for the one-year period and the first year of
      the three-, five-, and ten-year periods.


6  What You Pay to Invest

MORE               INFORMATION ON INVESTMENT STRATEGIES
--------------------------------------------------------------------

MORE ON THE ASSET ALLOCATION PROCESS
As described earlier in this Prospectus, the Fund pursues its investment
objective by investing in a combination of the Underlying Funds. ING
Investments determines the mix of Underlying Funds and sets the appropriate
Target Allocations and ranges for investments in those Underlying Funds.

Periodically, based upon a variety of quantitative and qualitative factors, ING
Investments uses economic and statistical methods to recommend the optimal
Target Allocations and ranges for the Fund, the resulting allocations to the
Underlying Funds, and whether any Underlying Funds should be added or removed
from the mix.

The factors considered may include the following:

(i)        the investment objective of the Fund and each of the Underlying
           Funds;

(ii)       economic and market forecasts;

(iii)      proprietary and third-party reports and analyses;

(iv)       the risk/return characteristics, relative performance, and
           volatility of Underlying Funds; and

(v)        the correlation and covariance among Underlying Funds.

As market prices of the Underlying Funds' portfolio securities change, the
Fund's actual allocations will vary somewhat from the Target Allocations,
although the percentages generally will remain within an acceptable range of
the Target Allocation percentages. If changes are made as described above,
those changes will be reflected in the Prospectus. However, it may take some
time to fully implement the changes. ING Investments will implement the changes
over a reasonable period of time while seeking to minimize disruptive effects
and added costs to the Fund and the Underlying Funds.

ING Investments intends to rebalance the Fund on at least a quarterly basis,
but may rebalance more frequently as deemed appropriate, to attain the Target
Allocation investment allocations. When the Fund receives new investment
proceeds or redemption requests, depending on the Fund's current cash reserves,
ING Investments may determine to purchase additional shares or redeem shares of
Underlying Funds. In making those purchases or redemptions, ING Investments
will attempt to rebalance the Fund's holdings of Underlying Funds to bring them
more closely in line with the Fund's Target Allocations. If ING Investments
believes it is in the best interests of the Fund and its shareholders, to
deviate from the Target Allocations, it may rebalance more frequently than
quarterly, limit the degree of rebalancing or avoid rebalancing altogether,
pending further analysis and more favorable market conditions.

INVESTMENT OBJECTIVES, MAIN INVESTMENTS AND RISKS OF THE UNDERLYING FUNDS


The Fund seeks to meet its investment objective by allocating its assets among
the Underlying Funds. Because the Fund invests in the Underlying Funds,
shareholders will be affected by the investment strategies of each Underlying
Fund. Information is provided below on each Underlying Fund, including its
investment objective, main investments, main risks, investment adviser, and
sub-adviser. This information is intended to provide potential investors in the
Fund with information that they may find useful in understanding the investment
history and risks of the Underlying Funds. Please refer to the section entitled
"More Information About Risks" for an expanded discussion of the risks listed
below for a particular Underlying Fund.


You should note that over time the Fund will alter its allocation of assets
among the Underlying Funds, and may add or delete Underlying Funds that are
considered for investment. Therefore, it is not possible to predict the extent
to which the Fund will be invested in each Underlying Fund at any one time. As
a result, the degree to which the Fund may be subject to the risks of a
particular Underlying Fund will depend on the extent to which the Fund has
invested in the Underlying Fund.

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                          If you have any questions, please call 1-800-992-0180.

                                  More Information on Investment Strategies    7

MORE INFORMATION ON INVESTMENT STRATEGIES
--------------------------------------------------------------------------------

         DESCRIPTION OF THE INVESTMENT OBJECTIVES, MAIN INVESTMENTS AND
                         RISKS OF THE UNDERLYING FUNDS


                                        UNDERLYING       INVESTMENT
   INVESTMENT ADVISER/SUB-ADVISER          FUND          OBJECTIVE
INVESTMENT ADVISER:                  ING Emerging     Maximum
ING Investments, LLC                 Countries Fund   long-term
                                                      capital
SUB-ADVISER:                                          appreciation.
Brandes Investment Partners, L.P.
("Brandes")
INVESTMENT ADVISER:                  ING Foreign      Long-term
ING Investments, LLC                 Fund             growth of
                                                      capital.
SUB-ADVISER:
Julius Baer Investment Management
LLC ("Julius Baer")

   INVESTMENT ADVISER/SUB-ADVISER               MAIN INVESTMENTS                        MAIN RISKS
INVESTMENT ADVISER:                  Invests at least 80% of its assets    Convertible securities risk,
ING Investments, LLC                 in securities of issuers located in   emerging markets investments
                                     a number of different countries       risk, foreign investing risk,
SUB-ADVISER:                         with emerging securities              inability to sell securities risk,
Brandes Investment Partners, L.P.    markets. The Fund may invest in       investments in small- and mid-
("Brandes")                          large-, mid- and small-sized          capitalization companies risk,
                                     companies. The Fund holds             market trends risk, other
                                     common stocks, preferred stocks,      investment companies risk,
                                     American, European and Global         portfolio turnover risk, price
                                     depositary receipts and               volatility risk, securities lending
                                     convertible securities. The Fund      risk, and value investing risk.
                                     will typically invest, at the time
                                     of purchase, up to the greater of
                                     either: (1) 20% of total Fund
                                     assets in any particular country
                                     or industry at the time of
                                     purchase, or (2) 150% of the
                                     weighting of such country or
                                     industry as represented in the
                                     Morgan Stanley Capital
                                     International Emerging Markets
                                     Index at the time of purchase.
                                     The Fund may invest in other
                                     investment companies.
INVESTMENT ADVISER:                  Invests at least 80% of its assets    Convertible and debt securities
ING Investments, LLC                 in international equity securities    risk, derivatives risk, emerging
                                     tied economically to countries        markets investments risks,
SUB-ADVISER:                         outside the United States. The        foreign investing risk, high-yield,
Julius Baer Investment Management    equity securities in which the        lower-grade debt securities risk,
LLC ("Julius Baer")                  Fund may invest include common        inability to sell securities risk,
                                     and preferred stock, American,        investments in small- and mid-
                                     European and Global depositary        capitalization companies risk,
                                     receipts, convertible securities,     other investment companies risk,
                                     rights, warrants and other            price volatility risk, securities
                                     investment companies, including       lending risk and value investing
                                     exchange-traded funds. The            risk.
                                     Fund normally has a bias towards
                                     larger companies (those with
                                     market capitalizations of $10
                                     billion or greater), but also may
                                     invest in smaller companies. It
                                     may invest in emerging markets
                                     countries but presently intends
                                     to invest no more than 35% in
                                     such securities. It may also invest
                                     in debt securities of U.S. or
                                     foreign issuers of any maturity
                                     including up to 10% in high risk
                                     and high-yield, non-investment
                                     grade instruments. It may invest
                                     in derivatives such as futures,
                                     options and swaps, and warrants
                                     for hedging purposes and to
                                     maintain liquidity or increase
                                     total return.


8  More Information on Investment Strategies

  MORE INFORMATION ON INVESTMENT STRATEGIES
--------------------------------------------------------------------


                                         UNDERLYING            INVESTMENT
   INVESTMENT ADVISER/SUB-ADVISER           FUND               OBJECTIVE
INVESTMENT ADVISER:                  ING Index Plus    Outperform
ING Investments, LLC                 International     the total return
                                     Equity Fund       performance of
SUB-ADVISER:                                           the Morgan
ING Investment Management                              Stanley Capital
Advisors B.V. ("IIMA")                                 International
                                                       Europe,
                                                       Australasia and
                                                       Far East(Reg. TM) Index
                                                       ("MSCI EAFE(Reg. TM)
                                                       Index") while
                                                       maintaining a
                                                       market level of
                                                       risk.

INVESTMENT ADVISER:                  ING               Capital
ING Investments, LLC                 International     appreciation.
                                     Capital
SUB-ADVISER:                         Appreciation
Hansberger Global Investors, Inc.    Fund
("HGI")

INVESTMENT ADVISER:                  ING               Growth of
ING Investments, LLC                 International     capital with
                                     Equity Dividend   dividend
SUB-ADVISER:                         Fund              income as a
ING Investment Management                              secondary
Advisors B.V. ("IIMA")                                 consideration.

[GRAPHIC APPEARS HERE]


If you have any questions, please call 1-800-992-0180.

   INVESTMENT ADVISER/SUB-ADVISER               MAIN INVESTMENTS                            MAIN RISKS
INVESTMENT ADVISER:                  Invests at least 80% of its assets     Convertible securities risk,
ING Investments, LLC                 in stocks included in the MSCI         derivatives risk, foreign investing
                                     EAFE(Reg. TM) Index, exchange-traded   risk, inability to sell securities risk,
SUB-ADVISER:                         funds and derivatives (including       investments in small- and mid-
ING Investment Management            futures and options) whose             capitalization companies risk,
Advisors B.V. ("IIMA")               economic returns are similar to        management risk, other
                                     the MSCI EAFE(Reg. TM) Index or its    investment companies risk,
                                     components. It may also invest in      portfolio turnover risk, price
                                     securities that are convertible        volatility risk, and securities
                                     into common stocks included in         lending risk.
                                     the MSCI EAFE(Reg. TM) Index. At any
                                     one time, the Fund holds
                                     between 300 and 400 of the
                                     stocks included in the MSCI
                                     EAFE(Reg. TM) Index.

INVESTMENT ADVISER:                  Invests at least 65% of its assets     Convertible and debt securities
ING Investments, LLC                 in equity securities of companies      risk, emerging markets
                                     located in a number of different       investment risk, foreign investing
SUB-ADVISER:                         countries, other than the U.S. It      risk, inability to sell securities risk,
Hansberger Global Investors, Inc.    may invest in companies of any         investments in small- and mid-
("HGI")                              size. It primarily invests in          capitalization companies risk,
                                     established foreign securities         other investment companies risk,
                                     markets, although it may invest        portfolio turnover risk, price
                                     in emerging market countries or        volatility risk and securities
                                     developing countries as well.          lending risk.
                                     These securities include common
                                     and preferred stocks, as well as
                                     convertible into common stock. It
                                     may invest in American,
                                     European and Global depositary
                                     receipts, as well as certain fixed-
                                     income securities. It invests a
                                     substantial amount of its assets
                                     in foreign investments which are
                                     denominated in other currencies
                                     besides the U.S. dollar and can
                                     be affected by fluctuations in
                                     exchange rates. The Fund may
                                     invest in other investment
                                     companies.

INVESTMENT ADVISER:                  Invests at least 80% of its net        Convertible securities risk,
ING Investments, LLC                 assets in a portfolio of equity        emerging markets investments
                                     securities of dividend paying          risk, foreign securities risk,
SUB-ADVISER:                         companies. At least 65% of the         inability to sell securities risk,
ING Investment Management            net assets of the Fund will            lending portfolio securities risk,
Advisors B.V. ("IIMA")               normally be invested in equity         market trend risk, other
                                     securities of issuers located in a     investment companies risk, price
                                     number of different countries,         volatility risk and small- and mid-
                                     other than the U.S., and at least      capitalization companies risk.
                                     75% of its net assets will
                                     normally be invested in common
                                     and preferred stocks, warrants
                                     and convertible securities. The
                                     Fund may invest in companies of
                                     any size. The Fund may invest in
                                     companies located in countries
                                     with emerging securities markets
                                     when the Sub-Adviser believes
                                     they present attractive
                                     investment opportunities. The
                                     Fund may invest in other
                                     investment companies.

[GRAPHIC APPEARS HERE]


If you have any questions, please call 1-800-992-0180.


                                               More Information on Investment
Strategies  9

MORE INFORMATION ON INVESTMENT STRATEGIES
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                                           UNDERLYING        INVESTMENT
    INVESTMENT ADVISER/SUB-ADVISER            FUND           OBJECTIVE
INVESTMENT ADVISER:                    ING                High total
ING Investments, LLC                   International      return.
                                       Real Estate Fund
SUB-ADVISER:
ING Clarion Real Estate Securities,
L.P. ("ING CRES")

INVESTMENT ADVISER:                    ING                Maximum
ING Investments, LLC                   International      long-term
                                       SmallCap Multi-    capital
SUB-ADVISER:                           Manager Fund       appreciation.
Acadian Asset Management LLC
("Acadian")

Batterymarch Financial
Management, Inc. ("Batterymarch")

Schroder Investment Management
North America Inc. ("Schroders")

    INVESTMENT ADVISER/SUB-ADVISER                MAIN INVESTMENTS                           MAIN RISKS
INVESTMENT ADVISER:                    Invests at least 80% of its assets    Emerging markets investment
ING Investments, LLC                   in a portfolio of equity securities   risk, foreign investing risk,
                                       of companies that are principally     inability to sell securities risk,
SUB-ADVISER:                           engaged in the real estate            industry concentration risk,
ING Clarion Real Estate Securities,    industry. At least 65% of the         market trends risk, non-
L.P. ("ING CRES")                      Fund's assets will normally be        diversification risk, other
                                       invested in companies located in      investment companies risk,
                                       a number of different countries,      portfolio turnover risk, price
                                       other than the U.S. These             volatility risk, real estate risk, and
                                       companies may have investments        securities lending risk.
                                       that provide exposure to the U.S.
                                       real estate industry. The Fund
                                       expects these investments to be
                                       in stocks of large-, mid- and
                                       small-sized companies, including
                                       Real Estate Investment Trusts.
                                       The Fund may invest in countries
                                       with emerging securities
                                       markets. The Fund may invest in
                                       other investment companies.

INVESTMENT ADVISER:                    Invests at least 80% of its assets    Convertible securities risk,
ING Investments, LLC                   in securities of small market         derivatives risk, emerging
                                       capitalization companies              markets investments risk, foreign
SUB-ADVISER:                           (defined as those companies that      investing risk, growth investing
Acadian Asset Management LLC           have a market capitalization, at      risk, inability to sell securities risk,
("Acadian")                            the time of purchase, of up to $5     market trends risk, other
                                       billion). At least 65% of assets      investment companies risk,
Batterymarch Financial                 will normally be invested in          portfolio turnover risk, price
                                       companies located outside the         volatility risk, securities lending
Management, Inc. ("Batterymarch")      United States. It may invest up to    risk, small-sized companies risk,
                                       35% of assets in U.S. issuers.        and value investing risk.
Schroder Investment Management         Invests primarily in common
North America Inc. ("Schroders")       stocks or securities convertible
                                       into common stock of
                                       international issuers, but may
                                       invest from time to time in such
                                       instruments as forward currency
                                       contracts; futures contracts;
                                       other investment companies,
                                       including exchange-traded
                                       funds, rights, and American and
                                       Global depositary receipts. It may
                                       invest in companies located in
                                       countries with emerging
                                       securities markets.



10  More Information on Investment Strategies

  MORE INFORMATION ON INVESTMENT STRATEGIES
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                                       UNDERLYING      INVESTMENT
   INVESTMENT ADVISER/SUB-ADVISER         FUND         OBJECTIVE
INVESTMENT ADVISER:                 ING             Long-term
ING Investments, LLC                International   capital
                                    Value Choice    appreciation.
SUB-ADVISER:                        Fund
Tradewinds Global Investors, LLC
("Tradewinds")

   INVESTMENT ADVISER/SUB-ADVISER             MAIN INVESTMENTS                       MAIN RISKS
INVESTMENT ADVISER:                 Invests at least 65% of its assets   Convertible securities risk,
ING Investments, LLC                in equity securities of issuers      derivatives risk, emerging
                                    located in a number of different     markets investments risk, foreign
SUB-ADVISER:                        countries outside the U.S.           investing risk, inability to sell
Tradewinds Global Investors, LLC    Generally invests at least 80% of    securities risk, investments in
("Tradewinds")                      its total assets in common and       small- and mid- capitalization
                                    preferred equities, American,        companies risk, market trends
                                    European and Global depositary       risk, other investment companies
                                    receipts, derivatives and            risk, price volatility risk, Rule
                                    convertible securities. It may       144A securities risk, securities
                                    invest up to 20% of its assets in    lending risk, and value investing
                                    companies located in countries       risk.
                                    with emerging securities
                                    markets. It may invest in
                                    companies with any market
                                    capitalization. The Fund may
                                    invest up to 10% in Rule 144A
                                    securities. The Fund may invest in
                                    other investment companies.


[GRAPHIC APPEARS HERE]


                          If you have any questions, please call 1-800-992-0180.

                                   More Information on Investment Strategies  11

INFORMATION FOR INVESTORS
--------------------------------------------------------------------------------

PURCHASE OF SHARES
Class R Shares are offered at net asset value ("NAV") without a sales charge.
The minimum initial investment is $250,000. There are no investment minimums
for any subsequent investments. ING Funds Distributor, LLC ("Distributor") may
waive these minimums from time to time. The Fund also offers Class A, Class B,
Class C, and Class I shares, which have different sales charges and other
expenses that may affect their performance. Investors can obtain more
information about these other share classes by calling (800) 992-0180 or by
going to www.ingfunds.com.

Class R shares of the Fund are continuously offered to qualified retirement
plans ("Retirement Plans"), including, but not limited to, 401(k) plans, 457
plans, employer sponsored 403(b) plans, IRAs, SEPs and other accounts or plans
whereby the Class R shares are held on the books of the Fund through omnibus
accounts (either at the plan level or the level of the plan administrator).
Purchases and redemptions of shares may be made only by eligible Retirement
Plans for the purpose of funding qualified retirement plans. Please refer to
the plan document for information on how to direct investments in, or
redemptions from, an investment option corresponding to the Fund and any fees
that may apply.

The administrator of a Retirement Plan or employee benefits office can provide
participants with detailed information on how to participate in the plan and
how to elect the Fund as an investment option, alter the amounts contributed to
the plan, or reallocate contributions.

Eligible Retirement Plans generally may open an account and purchase Class R
shares by contacting any broker, dealer or other financial intermediary
("Financial Service Firm") authorized to sell Class R shares of the Fund.
Additional shares may be purchased through a Retirement Plan's administrator or
recordkeeper.

Financial Service Firms may provide or arrange for the provision of some or all
of the shareholder servicing and account maintenance services required by
Retirement Plan accounts and their plan participants, including, without
limitation, transfers of registration and dividend payee changes. Financial
Service Firms may also perform other functions, including generating
confirmation statements, and may arrange with plan administrators for other
investment or administrative services. Financial Service Firms may
independently establish and charge Retirement Plans and plan participants
transaction fees and/or other additional amounts for such services, which may
change over time. Similarly, Retirement Plans may charge plan participants for
certain expenses. These fees and additional amounts could reduce the investment
return in Class R shares of the Fund.

More information may be found on the Fund's website by going to
www.ingfunds.com, clicking on the "Fund information" link, and then using the
"Shareholder Guides" link found under the "Related Topics" section and
selecting the appropriate Fund link. The Fund offers additional share classes
that are not available in this Prospectus that may be more appropriate for you.
Please review the disclosure about all of the available Fund classes carefully.
Before investing, you should discuss which share class may be right for you
with your investment professional and review the prospectus for that share
class.

The Fund and the Distributor reserve the right to reject any purchase order.
The Fund and the Distributor reserve the right to waive minimum investment
amounts. The Fund and the Distributor reserve the right to liquidate sufficient
shares to recover annual transfer agent fees or to close a Retirement Plan's
account and redeem the shares should the Retirement Plan fail to maintain its
account value at a minimum of $250,000.

CUSTOMER IDENTIFICATION

To help the government fight the funding of terrorism and money laundering
activities, Federal law requires all financial institutions to obtain, verify
and record information that identifies each person that opens an account, and
to determine whether such person's name appears on government lists of known or
suspected terrorists and terrorist organizations.

What this means for Retirement Plans: The Fund, the Distributor, or a
third-party selling you the Fund must obtain the following information for
certain Retirement Plans that open an account:

o  Name;

o  Physical business address (although post office boxes are still permitted
   for mailing); and

o  Employer identification number, or other identifying number.

Additional identifying information may be required to open accounts.

FEDERAL LAW PROHIBITS THE FUND, THE DISTRIBUTOR AND OTHER FINANCIAL
INSTITUTIONS FROM OPENING ACCOUNTS UNLESS THEY RECEIVE THE MINIMUM IDENTIFYING
INFORMATION LISTED ABOVE. THEY ALSO MAY BE REQUIRED TO CLOSE YOUR ACCOUNT IF
THEY ARE UNABLE TO VERIFY YOUR IDENTITY WITHIN A REASONABLE TIME.

FREQUENT TRADING - MARKET TIMING

The Fund is intended for long-term investment and not as a short-term trading
vehicle. Accordingly, organizations or individuals that use market timing
investment strategies should not purchase shares of the Fund. The Fund reserves
the right, in its sole discretion and without prior notice, to reject, restrict
or refuse purchase orders whether directly or by exchange, including purchase
orders that have been accepted by a shareholder's or retirement plan
participant's intermediary, that the Fund determines not to be in the best
interest of the Fund.

The Fund believes that market timing or frequent, short-term trading in any
account, including a retirement plan account, is not in the best interest of
the Fund or its shareholders. Due to the disruptive nature of this activity, it
can adversely affect the ability of the Adviser to invest assets in an orderly,
long-term manner. Frequent trading can raise Fund expenses through:

12    Information For Investors

                                         INFORMATION FOR INVESTORS
--------------------------------------------------------------------

increased trading and transaction costs; increased administrative costs; and
lost opportunity costs. This in turn can have an adverse effect on Fund
performance.

Because the Underlying Funds invest in foreign securities it may present
greater opportunities for market timers and thus be at a greater risk for
excessive trading. If an event occurring after the close of a foreign market,
but before the time an Underlying Fund computes its current NAV, causes a
change in the price of the foreign security and such price is not reflected in
the Underlying Fund's current NAV, investors may attempt to take advantage of
anticipated price movements in securities held by the Underlying Funds based on
such pricing discrepancies. This is often referred to as "price arbitrage."
Such price arbitrage opportunities may also occur in Underlying Funds which do
not invest in foreign securities. For example, if trading in a security held by
an Underlying Fund is halted and does not resume prior to the time the
Underlying Fund calculates its NAV such "stale pricing" presents an opportunity
for investors to take advantage of the pricing discrepancy. Similarly,
Underlying Funds that hold thinly-traded securities, such as certain
small-capitalization securities, may be exposed to varying levels of pricing
arbitrage. The Underlying Funds have adopted fair valuation policies and
procedures intended to reduce the Underlying Funds' exposure to price
arbitrage, stale pricing and other potential pricing discrepancies. However, to
the extent that an Underlying Fund does not immediately reflect these changes
in market conditions, short-term trading may dilute the value of the Underlying
Funds' shares which negatively affects long-term shareholders.


The Fund and Underlying Funds' Boards of Trustees ("Boards") have adopted
policies and procedures designed to deter frequent, short-term trading in
shares of the Fund and the Underlying Funds. Consistent with this policy, the
Fund and the Underlying Funds monitor trading activity. Shareholders may make
exchanges among their accounts with ING Funds four (4) times each year. All
exchanges occurring on the same day for all accounts (individual, IRA, 401(k),
etc.) beneficially owned by the same shareholder will be treated as a single
transaction. 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 Funds and the Underlying Funds
reserve 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
Fund and the Underlying Funds also reserve the right to modify the frequent
trading-market timing policy at any time without prior notice depending on the
needs of the Fund and the Underlying Funds and/or state or federal regulatory
requirements.


If an activity is identified as problematic after further investigation, the
Fund and the Underlying Funds reserve the right to take any necessary action to
deter such activity. Such action may include, but not be limited to: rejecting
additional purchase orders, whether directly or by exchange; extending
settlement of a redemption up to seven days; rejecting all purchase orders from
broker-dealers or their registered representatives suspected of violating the
Fund and the Underlying Funds' frequent trading policy; or termination of the
selling group agreement or other agreement with broker-dealers or other
financial intermediaries associated with frequent trading.

Although the restrictions described above are designed to discourage frequent,
short-term trading, none of them alone, nor all of them taken together, can
eliminate the possibility that frequent, short-term trading activity in the
Fund and the Underlying Funds will occur. Moreover, in enforcing such
restrictions, the Fund and the Underlying Funds are often required to make
decisions that are inherently subjective. The Fund and the Underlying Funds
strive to make these decisions to the best of their abilities in a manner that
they believe is in the best interest of shareholders.

Shareholders may invest in the Fund and the Underlying Funds through omnibus
account arrangements with financial intermediaries. Omnibus accounts permit
intermediaries to aggregate transactions. Such intermediaries include
broker-dealers, banks, investment advisers, record keepers, retirement plans,
and fee-based accounts such as wrap fee programs. Omnibus accounts generally do
not identify customers' trading activity on an individual basis. The Fund and
the Underlying Funds administrator now has agreements which require such
intermediaries to provide detailed account information, including trading
history, upon request of the Fund and the Underlying Funds.

In some cases, the Fund and the Underlying Funds will rely on the
intermediaries' excessive trading policies and such policies shall define the
trading activity in which the shareholder may engage. This shall be the case
where the Fund and the Underlying Funds are used in certain retirement plans
offered by affiliates. With trading information received as a result of
agreements, the Fund and the Underlying Funds may make a determination that
certain trading activity is harmful to the Funds and their shareholders even if
such activity is not strictly prohibited by the intermediaries' excessive
trading policy. As a result, a shareholder investing directly or indirectly in
the Fund and the Underlying Funds may have their trading privileges suspended
without violating the stated excessive trading policy of the intermediary.

[GRAPHIC APPEARS HERE]


                          If you have any questions, please call 1-800-992-0180.

                                                 Information For Investors    13

INFORMATION FOR INVESTORS
--------------------------------------------------------------------------------

SHAREHOLDER SERVICE AND DISTRIBUTION PLAN

The Fund has entered into a Shareholder Service and Distribution Plan ("12b-1
Plan") in accordance with Rule 12b-1 under the Investment Company Act of 1940
("1940 Act"). The 12b-1 Plan permits the Fund to pay marketing and other fees
to support the sale and distribution of the Class R shares of the Fund and for
shareholder services provided by financial service firms. The annual
distribution and service fees payable under the 12b-1 Plan may equal up to
0.50% of the average daily net assets of the Fund (a 0.25% distribution fee and
a 0.25% shareholder service fee). Over time, these fees will increase the cost
of an investor's shares and may cost investors more than paying other types of
sales charges.

HOW WE COMPENSATE INTERMEDIARIES FOR SELLING ING MUTUAL FUNDS

ING mutual funds are distributed by ING Funds Distributor, LLC ("Distributor").
The Distributor is a broker-dealer that is licensed to sell securities. The
Distributor generally does not sell directly to the public but sells and
markets its products through intermediaries such as other broker-dealers. Each
ING mutual fund also has an investment adviser ("Adviser") which is responsible
for managing the money invested in each of the mutual funds. Both of these
entities (collectively, "ING") may compensate an intermediary for selling ING
mutual funds.

Only persons licensed with the Financial Industry Regulatory Authority
("FINRA") as a registered representative (often referred to as a broker or
financial advisor) and associated with a specific broker-dealer may sell an ING
mutual fund to you. The Distributor has agreements in place with each of these
broker-dealers defining specifically what those broker-dealers will be paid for
the sale of a particular ING mutual fund. Those broker-dealers then pay the
registered representative who sold you the mutual fund some or all of what they
receive from ING. They may receive a payment when the sale is made and can, in
some cases, continue to receive payments while you are invested in the mutual
fund.

The Fund's Adviser or the Distributor, out of its own resources and without
additional cost to the Fund or its shareholders, may provide additional cash or
non-cash compensation to intermediaries selling shares of the Fund including
affiliates of the Adviser and the Distributor. These amounts would be in
addition to the distribution payments made by the Fund under the distribution
agreements. The payments made under these arrangements are paid by the Adviser
or the Distributor. Additionally, if a fund is not sub-advised or is
sub-advised by an ING entity, ING may retain more revenue than on those funds
it must pay to have sub-advised by non-affiliated entities. Management
personnel of ING may receive additional compensation if the overall amount of
investments in funds advised by ING meets certain target levels or increases
over time.

The Distributor may pay, from its own resources, additional fees to these
broker-dealers or other financial institutions including affiliated entities.
These additional fees paid to intermediaries may take the following forms: (1)
a percentage of that entity's customer assets invested in ING mutual funds; (2)
a percentage of that entity's gross sales; or (3) some combination of these
payments. These payments may, depending on the broker-dealer's satisfaction of
the required conditions, be periodic and may be up to: (1) 0.30% per annum of
the value of the Fund's shares held by the broker-dealer's customers; or (2)
0.20% of the value of the Fund's shares sold by the broker-dealer during a
particular period. In accordance with these practices, if that initial
investment averages a value of $10,000 over the year, the Distributor could pay
a maximum of $30 on those assets. If you invested $10,000, the Distributor
could pay a maximum of $20 for that sale.

The Fund's Adviser or the Distributor may provide additional cash or non-cash
compensation to third parties selling our mutual funds including affiliated
companies. This may take the form of cash incentives and non-cash compensation
and may include, but is not limited to: cash; merchandise; trips; occasional
entertainment; meals or tickets to a sporting event; client appreciation
events; payment for travel expenses (including meals and lodging) to
pre-approved training and education seminars; and payment for advertising and
sales campaigns. The Distributor may also pay concessions in addition to those
described above to broker-dealers so that ING mutual funds are made available
by those broker-dealers for their customers. The Sub-Adviser of the Fund may
contribute to non-cash compensation arrangements.

Not all mutual funds pay the same amount to the broker-dealers who sell their
mutual funds. Broker-dealers can receive different payments based on the mutual
funds they offer, the companies with whom they are doing business, and how much
they sell. What these broker-dealers are paid also varies depending on the
class of mutual fund you purchase.

The top 25 firms we paid to sell our mutual funds as of the end of the last
calendar year are: A.G. Edwards & Sons, Inc.; Bear Stearns Securities Corp;
Charles Schwab & Co; Citigroup Global Markets; Directed Services LLC; Financial
Network Investment; First Clearing, LLC; H&R Block Financial Advisors; ING
DIRECT Securities, Inc.; ING Financial Advisors; ING Life Insurance and Annuity
Company; Linsco Private Ledger Financial; Merrill Lynch; MS & Co. ("Morgan
Stanley"); Multi Financial Securities; National Financial Services Corp;
Oppenheimer & Co.; Pershing, LLC; Primevest Financial Services, Inc.;
Prudential Investment Management Services; Raymond James Financial Services;
RBC Dain Rauscher, Inc.; UBS Financial Services, Inc.; Wachovia Securities; and
Wells Fargo Investments.

Your registered representative or broker-dealer could have a financial interest
in selling you a particular mutual fund, or the mutual funds of a particular
company, to increase the compensation they receive. Please make sure you read
fully each mutual fund prospectus and discuss any questions you have with your
registered representative.

14    Information For Investors

                                         INFORMATION FOR INVESTORS
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PAYMENTS

Normally, payment for shares redeemed will be made within three days after
receipt by the Transfer Agent of a written request in good order. The Fund has
the right to take up to seven days to pay your redemption proceeds, and may
postpone payment longer in the event of an economic emergency as determined by
the SEC. When you place a request to redeem shares for which the purchase money
has not yet been collected, the request will be executed at the next determined
NAV, but the Fund will not release the proceeds until your purchase payment
clears. This may take up to 15 days or more. To reduce such delay, purchases
should be made by bank wire or federal funds.

The Fund normally intends to pay in cash for all shares redeemed, but under
abnormal conditions that make payment in cash unwise, the Fund may make payment
wholly or partly in securities at their then current market value equal to the
redemption price. In such case, the Fund could elect to make payment in
securities for redemptions in excess of $250,000 or 1% of its net assets during
any 90-day period for any one shareholder. An investor may incur brokerage
costs in converting such securities to cash.

NET ASSET VALUE

The NAV per share for each class of the Fund is determined each business day as
of the close of regular trading ("Market Close") on the New York Stock Exchange
("NYSE") (normally 4:00 p.m. Eastern time unless otherwise designated by the
NYSE). The Fund is open for business every day the NYSE is open. The NYSE is
closed on all weekends and on all national holidays and Good Friday. Fund
shares will not be priced on those days. The NAV per share of each class of the
Fund is calculated by taking the value of the Fund's assets attributable to
that class, subtracting the Fund's liabilities attributable to that class, and
dividing by the number of shares of that class that are outstanding.

The NAV of the Fund is based upon the NAVs of the Underlying Funds. In general,
assets of the Underlying Funds are valued based on actual or estimated market
value, with special provisions for assets not having readily available market
quotations and short-term debt securities, and for situations where market
quotations are deemed unreliable. Investments in securities maturing in 60 days
or less are valued at amortized cost, which when combined with accrued
interest, approximates market value. Securities prices may be obtained from
automated pricing services. Shares of investment companies held by the
Underlying Funds will generally be valued at the latest NAV reported by those
investment companies. The prospectuses for those investment companies explain
the circumstances under which they will use fair value pricing and the effects
of using fair value pricing.


Trading of foreign securities may not take place every day the NYSE is open.
Also, trading in some foreign markets and on some electronic trading networks
may occur on weekends or holidays when the Fund's or an Underlying Fund's NAV
is not calculated. As a result, the NAV of the Fund may change on days when
shareholders will not be able to purchase or redeem the Fund's or an Underlying
Fund's shares.


When market quotations are not available or are deemed unreliable, the
sub-adviser to an Underlying Fund will use a fair value for the security that
is determined in accordance with procedures adopted by the Fund's Board. The
types of securities for which such fair value pricing might be required
include, but are not limited to:

o  Foreign securities, where a foreign security whose value at the close of the
   foreign market on which it principally trades likely would have changed by
   the time of the close of the NYSE, or the closing value is otherwise deemed
   unreliable;

o  Securities of an issuer that has entered into a restructuring;

o  Securities whose trading has been halted or suspended;

o  Fixed-income securities that have gone into default and for which there are
   no current market value quotations; and

o  Securities that are restricted as to transfer or resale.

Each Underlying Fund's Adviser or sub-adviser may rely on the recommendations
of a fair value pricing service approved by an Underlying Fund's Board in
valuing foreign securities. Valuing securities at fair value involves greater
reliance on judgment than valuing securities that have readily available market
quotations. The Adviser makes such determinations in good faith in accordance
with procedures adopted by an Underlying Fund's Board. Fair value
determinations can also involve reliance on quantitative models employed by a
fair value pricing service. There can be no assurance that an Underlying Fund
could obtain the fair value assigned to a security if it were to sell the
security at approximately the time at which an Underlying Fund determines its
NAV per share. Please refer to the prospectus for each Underlying Fund for an
explanation of the circumstances under which an Underlying Fund will use fair
pricing and the effect of fair pricing.

PRICE OF SHARES

When a Retirement Plan buys shares, it pays the NAV next calculated after its
order is received in proper form. When a Retirement Plan sells shares, it
receives the NAV next calculated after its order is received in proper form.
Certain plan administrators, broker-dealers or other financial institutions may
have alternative arrangements with the Distributor or Transfer Agent. See the
SAI for more details. Exchange orders are effected at NAV.

A Retirement Plan will receive a confirmation of each new transaction in its
account, which also will show it the number of Fund shares it owns including
the number of shares being held in safekeeping by the Transfer Agent for its
account. It may rely on these confirmations in lieu of certificates as evidence
of ownership. Certificates representing shares of the Fund will not be issued
unless the Plan requests in writing.

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                                                 Information For Investors    15

INFORMATION FOR INVESTORS
--------------------------------------------------------------------------------

TELEPHONE ORDERS

The Fund and its Transfer Agent will not be responsible for the authenticity of
phone instructions or losses, if any, resulting from unauthorized shareholder
transactions if they reasonably believe that such instructions were genuine.
The Fund and its Transfer Agent have established reasonable procedures to
confirm that instructions communicated by telephone are genuine. These
procedures include recording telephone instructions for exchanges and expedited
redemptions, requiring the caller to give certain specific identifying
information, and providing written confirmation to shareholders of record not
later than five days following any such telephone transactions. If the Fund and
its Transfer Agent do not employ these procedures, they may be liable for any
losses due to unauthorized or fraudulent telephone instructions.

EXCHANGES

A Retirement Plan may exchange Class R shares for Class R shares of any other
ING Fund that offers R shares.

PRIVACY POLICY

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

HOUSEHOLDING

To reduce expenses, we may mail only one copy of the Fund's prospectus and each
annual and semi-annual shareholder report to those addresses shared by two or
more accounts. If you wish to receive individual copies of these documents,
please call us at (800) 992-0180 or speak to your investment professional. We
will begin sending you individual copies thirty days after receiving your
request.

PORTFOLIO HOLDINGS DISCLOSURE POLICY


A description of the policies and procedures with respect to the disclosure of
the Fund's portfolio securities is available in the SAI. The Fund posts its
portfolio holdings schedule on its website on a month-end basis and makes it
available 30 days after the end of the previous calendar month. The portfolio
holdings schedule is as of the last day of the calendar month. The Fund's
portfolio holdings schedule will, at a minimum, remain available on the Fund's
website until the next calendar month or until the Fund files a Form N-CSR or
Form N-Q with the SEC for the period that includes the date as of which the
website information is current. The Fund's website is located at
www.ingfunds.com.


16    Information For Investors

ADVISER                                       MANAGEMENT OF THE FUND
--------------------------------------------------------------------

ADVISER
ING INVESTMENTS, an Arizona limited liability company, serves as the investment
adviser to the Fund. ING Investments has overall responsibility for the
management of the Fund. ING Investments provides or oversees all investment
advisory and portfolio management services for the Fund.

ING Investments is registered with the SEC as an investment adviser. ING
Investments is an indirect, wholly-owned subsidiary of ING Groep. ING Groep is
one of the largest financial services organizations in the world with
approximately 120,000 employees. Based in Amsterdam, ING Groep offers an array
of banking, insurance and asset management services to both individual and
institutional investors. ING Investments began investment management in April,
1995, and serves as investment adviser to registered investment companies as
well as structured finance vehicles.


As of December 31, 2007, ING Investments managed approximately $54 billion in
assets.


The principal address of ING Investments is 7337 East Doubletree Ranch Road,
Scottsdale, Arizona 85258.


ING Investments does not receive a management fee for managing the Fund.


The Adviser, and not the Fund, pays the Consultant a consulting fee equal to
the following percentages based on the Fund's average daily net assets:

0.03% of the first $500 million
0.025% of the next $500 million
0.02% of the next $1 billion
0.01% of amounts over $2 billion

For information regarding the basis for the Board's approval of the Fund's
investment advisory relationship with ING Investments, please refer to the
Fund's semi-annual shareholder report that will be dated April 30, 2008.

INVESTMENT COMMITTEE

An Investment Committee of ING Investments reviews the allocation of Portfolio
assets. The Investment Committee considers the annual recommendations of ING
IM, reviews their basis for arriving at these recommendations, and determines
the asset allocations for the Fund. The Investment Committee is responsible for
the day-to-day management of the Fund. No member of the Investment Committee is
solely responsible for making recommendations for portfolio purchases and sales
or asset allocation recommendations.


The members of the Investment Committee are: William A. Evans, Michael J.
Roland and Paul Zemsky. Mr. Evans has been on the Investment Committee since
the Fund's inception. Mr. Roland has been on the Investment Committee since
April 2007. Mr. Zemsky has been on the Investment Committee since December
2007.

WILLIAM A. EVANS, CFA, Vice President, ING Investment Management Mutual Fund
Advisory Group, has been with ING since 2002. Prior to joining ING, Mr. Evans
was a portfolio manager for high net worth and institutional clients for Fleet
Investment Advisors from 1997 to 2002.


MICHAEL J. ROLAND, has been Executive Vice President, ING Funds since 2002 and
Executive Vice President, ING Investments, LLC, since 2001. Mr. Roland has been
with ING since June 1998 and has held various positions within ING relating to
ING's mutual fund administration.


PAUL ZEMSKY is the head of ING's Multi-Asset Strategies & Solutions Group. He
joined ING Investment Management Co. in 2005 as Head of Derivative Strategies.
Prior to joining ING, Mr. Zemsky held a number of key positions at J.P.Morgan
Investment Management where he worked for 18 years.


The SAI provides additional information about each Investment Committee
member's compensation, other accounts overseen by each Investment Committee
member and each Investment Committee member's ownership of securities in the
Fund.

INFORMATION ABOUT THE CONSULTANT


ING IM is an indirect, wholly-owned subsidiary of ING Groep and an affiliate of
ING Investments. Founded in 1972, ING IM has acted as adviser or sub-adviser to
mutual funds since 1994 and has managed institutional accounts since 1972. ING
IM offers clients a fully integrated strategic and tactical asset allocation
service. ING IM provides a customizable approach which can meet the unique
needs of their clients; investment policy planning, development and
implementation support; active asset allocation, which seeks to add a
correlated source of incremental return, as well as to tactically manage risk;
a systematic process which utilizes quantitative disciplines in support of the
investment judgement of seasoned professionals; and a compelling value
proposition. The principal office of ING IM is located at 230 Park Avenue, New
York, New York 10169.


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                                                    Management of the Fund    17

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All mutual funds involve risk - some more than others - and there is always the
chance that you could lose money or not earn as much as you hope. The Fund's
risk profile is largely a factor of the principal securities in which the
Underlying Funds invest and investment techniques that they use. The following
pages discuss the risks associated with certain of the types of securities in
which an Underlying Fund may invest and certain of the investment practices
that an Underlying Fund may use. For more information about these and other
types of securities and investment techniques that may be used by the
Underlying Funds, see the SAI.

ASSET ALLOCATION IS NO GUARANTEE AGAINST LOSS


Although asset allocation seeks to optimize returns given various levels of
risk tolerance, you still may lose money and experience volatility. Market and
asset class performance may differ in the future from the historical
performance and the assumptions used to form the asset allocations for the
Fund. Furthermore, ING Investments' allocation of the Fund's assets may not
anticipate market trends successfully. For example, weighting Underlying Funds
that invest in common stocks too heavily during a stock market decline may
result in a failure to preserve capital. Conversely, investing too heavily in
Underlying Funds that invest in fixed-income securities during a period of
stock market appreciation may result in lower total return.


There is a risk that you could achieve better returns by investing in an
Underlying Fund or other mutual funds representing a single asset class than in
the Fund.

Assets will be allocated among funds and markets based on judgments made by ING
Investments. There is a risk that the Fund may allocate assets to an asset
class or market that underperforms other funds. For example, the Fund may be
underweighted in assets or a market that is experiencing significant returns or
overweighted in assets or a market with significant declines.

PERFORMANCE OF THE UNDERLYING FUNDS WILL VARY

The performance of the Fund depends upon the performance of the Underlying
Funds, which are affected by changes in the economy and financial markets. The
value of the Fund changes as the asset values of the Underlying Funds it holds
go up or down. The value of your shares will fluctuate and may be worth more or
less than the original cost. The timing of your investment may also affect
performance.

TEMPORARY DEFENSIVE POSITIONS

The Fund or an Underlying Fund may depart from its principal investment
strategies by temporarily investing for defensive purposes when adverse market,
economic, political or other conditions affect the Fund or Underlying Fund.
Instead, the Fund or Underlying Fund may invest in securities believed to
present less risk, such as cash items, government securities and short term
paper. While the Fund or an Underlying Fund invests defensively, it may not be
able to pursue its investment objective. The Fund's or Underlying Fund's
defensive investment position may not be effective in protecting its value.

CONFLICT OF INTEREST

In making decisions on the allocation of the assets of the Fund among the
Underlying Funds, ING Investments is subject to several conflicts of interest
because it serves as the investment adviser to the Fund and to the Underlying
Funds. These conflicts could arise because some Underlying Funds pay advisory
fees that are higher than others, and some Underlying Funds may have a
sub-adviser that is affiliated with the Adviser, while others do not. ING
Investments may also subsidize the expenses of some of the Underlying Funds,
but does not subsidize others. Further, ING Investments may believe that a
redemption from an Underlying Fund will be harmful to that fund or to ING
Investments or an affiliate or may believe that an Underlying Fund may benefit
from additional assets. Therefore, ING Investments may have incentives to
allocate and reallocate in a fashion that would advance its own interests or
the interests of an Underlying Fund rather than the Fund.

ING Investments has informed the Fund's Board that it has developed an
investment process using an Investment Committee that it believes will ensure
the Fund is managed in the best interests of the shareholders of the Fund.
Nonetheless, investors bear the risk that ING Investments' allocation decisions
may be affected by its conflicts of interest.

PRINCIPAL RISKS

The Fund is also affected by other kinds of risks, depending on the types of
securities held or strategies used by an Underlying Fund.

For certain of these Underlying Funds, the risk associated with the strategy is
a principal risk. Other Underlying Funds may engage, to a lesser extent, in
these strategies, and when so engaged are subject to the attendant risks.
Please see the SAI for a further discussion of the principal and other
investment strategies employed by each Underlying Fund.

CONCENTRATION. Certain Underlying Funds concentrate (for purposes of the
Investment Company Act of 1940, as amended (the "1940 Act")) their assets in
securities related to a particular industry, which means that at least 25% of
their respective assets will be invested in these assets at all times. As a
result, the Underlying Fund may be subject to greater market fluctuation than
an Underlying Fund which has securities representing a broader range of
investment alternatives.

CONVERTIBLE SECURITIES. The price of a convertible security will normally
fluctuate in some proportion to changes in the price of the underlying equity
security, and as such is subject to risks relating to the activities of the
issuer and general market and economic conditions. The income component of
convertible securities causes fluctuations based upon changes in interest rates
and the credit quality of the issuer. Convertible securities are

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often lower rated securities. An Underlying Fund may be required to redeem or
convert a convertible security before the holder would otherwise choose.

CORPORATE DEBT SECURITIES. Corporate debt securities are subject to the risk of
the issuer's inability to meet principal and interest payments on the
obligation and may also be subject to price volatility due to such factors as
interest rate sensitivity, market perception of the creditworthiness of the
issuer and general market liquidity. When interest rates decline, the value of
the Underlying Funds' fixed-income securities can be expected to rise, and when
interest rates rise, the value of those securities can be expected to decline.
Fixed-income securities with longer maturities tend to be more sensitive to
interest rate movements than those with shorter maturities.

One measure of risk for fixed-income securities is duration. Duration is one of
the tools used by a portfolio manager in the selection of fixed-income
securities. Historically, the maturity of a bond was used as a proxy for the
sensitivity of a bond's price to changes in interest rates, otherwise known as
a bond's "interest rate risk" or "volatility." According to this measure, the
longer the maturity of a bond, the more its price will change for a given
change in market interest rates. However, this method ignores the amount and
timing of all cash flows from the bond prior to final maturity. Duration is a
measure of average life of a bond on a present value basis, which was developed
to incorporate a bond's yield, coupons, final maturity and call features into
one measure. For point of reference, the duration of a noncallable 7% coupon
bond with a remaining maturity of 5 years is approximately 4.5 years, and the
duration of a noncallable 7% coupon bond with a remaining maturity of 10 years
is approximately 8 years. Material changes in interest rates may impact the
duration calculation.

DERIVATIVES. Generally, derivatives can be characterized as financial
instruments whose performance is derived, at least in part, from the
performance of an underlying asset or assets. Some derivatives are
sophisticated instruments that typically involve a small investment of cash
relative to the magnitude of risks assumed. These may include swap agreements,
options, forwards and futures. Derivative securities are subject to market
risk, which could be significant for those that have a leveraging effect.
Derivatives are also subject to credit risks related to the counterparty's
ability to perform, and any deterioration in the counterparty's
creditworthiness could adversely affect the instrument. In addition,
derivatives and their underlying securities may experience periods of
illiquidity, which could cause the Underlying Fund to hold a security it might
otherwise sell or could force the sale of a security at inopportune times or
for prices that do not reflect current market value. A risk of using
derivatives is that the Adviser or Sub-Adviser might imperfectly judge the
market's direction. For instance, if a derivative is used as a hedge to offset
investment risk in another security, the hedge might not correlate to the
market's movements and may have unexpected or undesired results, such as a loss
or a reduction in gains.

EMERGING MARKETS INVESTMENTS. Because of less developed markets and economies
and, in some countries, less mature governments and governmental institutions,
the risks of investing in foreign securities can be intensified in the case of
investments in issuers domiciled or doing substantial business in countries
with an emerging securities market. These risks include: high concentration of
market capitalization and trading volume in a small number of issuers
representing a limited number of industries, as well as a high concentration of
investors and financial intermediaries; political and social uncertainties;
over-dependence on exports, especially with respect to primary commodities,
making these economies vulnerable to changes in commodity prices; overburdened
infrastructure and obsolete or unseasoned financial systems; environmental
problems; less developed legal systems; and less reliable custodial services
and settlement practices.

FOREIGN SECURITIES. There are certain risks in owning foreign securities,
including those resulting from: fluctuations in currency exchange rates;
devaluation of currencies; political or economic developments and the possible
imposition of currency exchange blockages or other foreign governmental laws or
restrictions; reduced availability of public information concerning issuers;
accounting, auditing and financial reporting standards or other regulatory
practices and requirements that are not uniform when compared to those
applicable to domestic companies; settlement and clearance procedures in some
countries that may not be reliable and can result in delays in settlement;
higher transaction and custody expenses than for domestic securities; and
limitations on foreign ownership of equity securities. Also, securities of many
foreign companies may be less liquid and the prices more volatile than those of
domestic companies. With certain foreign countries, there is the possibility of
expropriation, nationalization, confiscatory taxation and limitations on the
use or removal of funds or other assets of Underlying Funds, including the
withholding of dividends.

Each Underlying Fund may enter into foreign currency transactions either on a
spot or cash basis at prevailing rates or through forward foreign currency
exchange contracts in order to have the necessary currencies to settle
transactions, to help protect Underlying Fund assets against adverse changes in
foreign currency exchange rates, or to provide exposure to a foreign currency
commensurate with the exposure to securities from that country. Such efforts
could limit potential gains that might result from a relative increase in the
value of such currencies, and might, in certain cases, result in losses to the
Underlying Fund. The risks of investing in foreign securities may be greater
for countries with an emerging securities market.

ADRs, GDRs and EDRs (collectively, "depositary receipts") are viewed as
investments in the underlying securities which they represent, and therefore
are subject to the risks of foreign investments. Even when denominated in U.S.
dollars, depositary receipts are subject to currency risk if the underlying
security is

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                                              More Information About Risks    19

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denominated in a foreign currency. There can be no assurance that the price of
depositary receipts will always track the price of the underlying foreign
security.


HIGH-YIELD, LOWER-GRADE DEBT SECURITIES. Investments in high-yield debt
securities generally provide greater income and increased opportunity for
capital appreciation than investments in higher quality debt securities, but
they also typically entail greater potential price volatility and principal and
income risk. High-yield debt securities are not considered investment grade,
and are regarded as predominantly speculative with respect to the issuing
company's continuing ability to meet principal and interest payments. The
prices of high-yield debt securities have been found to be less sensitive to
interest rate changes than higher-rated investments, but more sensitive to
adverse economic downturns or individual corporate developments. High-yield
debt securities structured as zero-coupon or pay-in-kind securities tend to be
more volatile. The secondary market in which high-yield debt securities are
traded is generally less liquid than the market for higher grade bonds. At
times of less liquidity, it may be more difficult to value high-yield debt
securities.


INABILITY TO SELL SECURITIES. Certain securities generally trade in lower
volume and may be less liquid than securities of large established companies.
These less liquid securities could include securities of small- and mid-sized
U.S. companies, high-yield securities, convertible securities, unrated debt and
convertible securities, securities that originate from small offerings, and
foreign securities, particularly those from companies in countries with an
emerging securities market. An Underlying Fund could lose money if it cannot
sell a security at the time and price that would be most beneficial to the
Underlying Fund.

NON-DIVERSIFIED INVESTMENT COMPANY. An Underlying Fund classified as a
non-diversified investment company under the 1940 Act, means that the
Underlying Fund is not limited by the 1940 Act in the proportion of assets that
they may invest in the obligations of a single issuer. Declines in the value of
that single company can significantly impact the value of the Underlying Fund.
The investment of a large percentage of the Underlying Fund's assets in the
securities of a small number of issuers may cause an Underlying Fund's share
price to fluctuate more than that of a diversified investment company.
Conversely, even though classified as non-diversified, an Underlying Fund may
actually maintain a portfolio that is diversified with a large number of
issuers. In such an event, an Underlying Fund would benefit less from
appreciation in a single corporate issuer than if it had greater exposure to
that issuer.

OTHER INVESTMENT COMPANIES. An Underlying Fund may invest in other companies to
the extent permitted by the 1940 Act and the rules thereunder. These may
include exchange-traded funds ("ETFs") and Holding Company Depositary Receipts
("HOLDRs"), among others. ETFs are exchange-traded investment companies that
are designed to provide investment results corresponding to an equity index and
include, among others, Standard & Poor's Depository Receipts ("SPDRs"),
PowerShares QQQTM("QQQQ"), Dow Jones Industrial Average Tracking Stocks
("Diamonds") and iShares exchange-traded funds ("iShares"). The main risk of
investing in other investment companies (including ETFs) is that the value of
the underlying securities held by the investment company might decrease. The
value of the underlying securities can fluctuate in response to activities of
individual companies or in response to general market and/or economic
conditions. Because an Underlying Fund may invest in other investment
companies, you will pay a proportionate share of the expenses of those other
investment companies (including management fees, administration fees and
custodial fees). Additional risks of investments in ETFs include: (i) an active
trading market for an ETF's shares may not develop or be maintained or (ii)
trading may be halted if the listing exchange's officials deem such action
appropriate, the shares are delisted from the exchange, or the activation of
market-wide "circuit-breakers" (which are tied to large decreases in stock
prices) halts trading generally. Because HOLDRs concentrate in the stocks of a
particular industry, trends in that industry may have a dramatic impact on
their value.

To seek to achieve a return on uninvested cash or for other reasons, an
Underlying Fund may invest its assets in ING Institutional Prime Money Market
Fund and/or one or more other money market funds advised by ING affiliates
("ING Money Market Funds"). An Underlying Fund's purchase of shares of an ING
Money Market Fund will result in the Underying Fund paying a proportionate
share of the expenses of the ING Money Market Fund. The Underlying Fund's
Adviser will waive its fee in an amount equal to the advisory fee received by
the adviser of the ING Money Market Fund in which the Undelying Fund invests
resulting from the Underlying Fund's investment into the ING Money Market Fund.

REAL ESTATE SECURITIES. Investments in issuers that are primarily engaged in
real estate, including REITs, may subject an Underlying Fund to risks similar
to those associated with the direct ownership of real estate (in addition to
securities market risks). These companies are sensitive to factors such as
changes in real estate values and property taxes, interest rates, cash flow of
underlying real estate assets, supply and demand, and the management skill and
creditworthiness of the issuer. REITs may also be affected by tax and
regulatory requirements.

SMALL- AND MID-CAPITALIZATION COMPANIES. Certain Underlying Funds may invest in
small- and mid-capitalization companies. Investments in small- and
mid-capitalization companies involve greater risk than is customarily
associated with larger, more established companies due to the greater business
risks of small size, limited markets and financial resources, narrow product
lines and the frequent lack of depth of management. The securities of smaller
companies are often traded over-the-counter and may not be traded in volume
typical on a national securities exchange. Consequently, the securities of
smaller companies may have limited market stability and may be subject to more
abrupt or erratic market movements than securities of larger, more established
companies or the market averages in general.

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VALUE INVESTING. Securities that appear to be undervalued may never appreciate
to the extent expected. Further, because the prices of value-oriented
securities tend to correlate more closely with economic cycles than
growth-oriented securities, they generally are more sensitive to changing
economic conditions, such as changes in interest rates, corporate earnings and
industrial production.


LENDING PORTFOLIO SECURITIES. In order to generate additional income, an
Underlying Fund may lend portfolio securities in an amount up to 30% or
33 1/3%, depending upon the Underlying Fund, of total Underlying Fund assets to
broker-dealers, major banks, or other recognized domestic institutional
borrowers of securities. When an Underlying Fund lends its securities, it is
responsible for investing the cash collateral it receives from the borrower of
the securities, and the Underlying Fund could incur losses in connection with
the investment of such cash collateral. As with other extensions of credit,
there are risks of delay in recovery or even loss of rights in the collateral
should the borrower default or fail financially.

PORTFOLIO TURNOVER. Certain Underlying Funds are generally expected to engage
in frequent and active trading of portfolio securities to achieve their
respective investment objective. A high portfolio turnover rate involves
greater expenses to an Underlying Fund, including brokerage commissions and
other transaction costs, and is likely to generate more taxable short-term
gains for shareholders, which may have an adverse effect on the performance of
the Underlying Fund.

OTHER RISKS

BORROWING. An Underlying Fund may borrow subject to certain limits. Borrowing
may exaggerate the effect of any increase or decrease in the value of portfolio
securities or the NAV of an Underlying Fund, and money borrowed will be subject
to interest costs. Interest costs on borrowings may fluctuate with changing
market rates of interest and may partially offset or exceed the return earned
on borrowed funds. Under adverse market conditions, an Underlying Fund might
have to sell portfolio securities to meet interest or principal payments at a
time when fundamental investment considerations would not favor such sales.

MANAGEMENT. Each Underlying Fund is subject to management risk because it is an
actively managed investment portfolio. The Adviser, the sub-adviser or each
individual portfolio manager will apply investment techniques and risk analyses
in making investment decisions for the Underlying Funds, but there can be no
guarantee that these will produce the desired results.

Many sub-advisers of equity funds employ styles that are characterized as
"value" or "growth." However, these terms can have different application by
different managers. One sub-adviser's value approach may be different from
another, and one sub-adviser's growth approach may be different from another.
For example, some value managers employ a style in which they seek to identify
companies that they believe are valued at a more substantial or "deeper
discount" to a company's net worth than other value managers. Therefore, some
funds that are characterized as growth or value can have greater volatility
than other funds managed by other managers in a growth or value style.

MORTGAGE-RELATED SECURITIES. Although mortgage loans underlying a
mortgage-backed security may have maturities of up to 30 years, the actual
average life of a mortgage-backed security typically will be substantially less
because the mortgages will be subject to normal principal amortization, and may
be prepaid prior to maturity. Like other fixed-income securities, when interest
rates rise, the value of a mortgage-backed security generally will decline;
however, when interest rates are declining, the value of mortgage-backed
securities with prepayment features may not increase as much as other
fixed-income securities. The rate of prepayments on underlying mortgages will
affect the price and volatility of a mortgage-related security, and may have
the effect of shortening or extending the effective maturity of the security
beyond what was anticipated at the time of the purchase. Unanticipated rates of
prepayment on underlying mortgages can be expected to increase the volatility
of such securities. In addition, the value of these securities may fluctuate in
response to the market's perception of the creditworthiness of the issuers of
mortgage-related securities owned by an Underlying Fund. Additionally, although
mortgages and mortgage-related securities are generally supported by some form
of government or private guarantee and/or insurance, there is no assurance that
private guarantors or insurers will be able to meet their obligations, and thus
are subject to risk of default.

PAIRING-OFF TRANSACTIONS. A pairing-off transaction occurs when an Underlying
Fund commits to purchase a security at a future date, and then the Underlying
Fund pairs-off the purchase with a sale of the same security prior to or on the
original settlement date. Whether a pairing-off transaction on a debt security
produces a gain depends on the movement of interest rates. If interest rates
increase, then the money received upon the sale of the same security will be
less than the anticipated amount needed at the time the commitment to purchase
the security at the future date was entered and the Underlying Fund will
experience a loss.

REPURCHASE AGREEMENTS. Repurchase agreements involve the purchase by an
Underlying Fund of a security that the seller has agreed to repurchase at an
agreed-upon price. If the seller defaults and the collateral value declines, an
Underlying Fund might incur a loss. If the seller declares bankruptcy, an
Underlying Fund may not be able to sell the collateral at the desired time.

RESTRICTED AND ILLIQUID SECURITIES. If a security is illiquid, an Underlying
Fund may not be able to sell the security at a time when the Adviser or
Sub-Adviser might wish to sell, and the security could have the effect of
decreasing the overall level of the Underlying Fund's liquidity. Further, the
lack of an established secondary market may make it more difficult to value
illiquid securities, which could vary from the amount the Underlying Fund could
realize upon disposition. Restricted securities, i.e., securities subject to
legal or contractual restrictions on resale,

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may be illiquid. However, some restricted securities may be treated as liquid,
although they may be less liquid than registered securities traded on
established secondary markets.

REVERSE REPURCHASE AGREEMENTS AND DOLLAR ROLLS. A reverse repurchase agreement
or dollar roll involves the sale of a security, with an agreement to repurchase
the same or substantially similar securities at an agreed upon price and date.
Whether such a transaction produces a gain for a Fund depends upon the costs of
the agreements and the income and gains of the securities purchased with the
proceeds received from the sale of the security. If the income and gains on the
securities purchased fail to exceed the costs, an Underlying Fund's NAV will
decline faster than otherwise would be the case. Reverse repurchase agreements
and dollar rolls, as leveraging techniques, may increase a Fund's yield;
however, such transactions also increase a Fund's risk to capital and may
result in a shareholder's loss of principal.

SHORT SALES. A "short sale" is the sale by an Underlying Fund of a security
which has been borrowed from a third party on the expectation that the market
price will drop. If the price of the security rises, the Underlying Fund may
have to cover its short position at a higher price than the short sale price,
resulting in a loss.


U.S. GOVERNMENT SECURITIES AND OBLIGATIONS. Obligations issued by some U.S.
government agencies, authorities, instrumentalities or sponsored enterprises,
such as the Government National Mortgage Association, are backed by the full
faith and credit of the U.S. Treasury while obligations issued by others, such
as the Federal National Mortgage Association, Federal Home Loan Mortgage
Corporation and Federal Home Loan Banks, are backed solely by the entity's own
resources or by the ability of the entity to borrow from the U.S. Treasury. No
assurance can be given that the U.S. government will provide financial support
to U.S. government agencies, authorities, instrumentalities or sponsored
enterprises if it is not obliged to do so by law.


INVESTMENT BY FUNDS-OF-FUNDS. Each of the Underlying Funds' shares may be
purchased by other investment companies. In some cases, an Underlying Fund may
experience large inflows or redemptions due to allocations or rebalancings.
While it is impossible to predict the overall impact of these transactions over
time, there could be adverse effects on portfolio management. The Adviser will
monitor transactions by the Fund and will attempt to minimize any adverse
effects on the Underlying Funds and the Fund as a result of these transactions.
So long as an Underlying Fund accepts investments by other investment
companies, it will not purchase securities of other investment companies,
except to the extent permitted by the 1940 Act or under the terms of an
exemptive order granted by the SEC.

PERCENTAGE AND RATING LIMITATIONS Unless otherwise stated, the percentage and
rating limitations in this Prospectus apply at the time of investment.

22    More Information About Risks

DIVIDENDS, DISTRIBUTIONS AND TAXES
--------------------------------------------------------------------

DIVIDENDS AND DISTRIBUTIONS

The Fund generally distributes most or all of its net earnings in the form of
dividends. Distributions are normally expected to consist primarily of capital
gains.

The Fund pays dividends and capital gains, if any, annually.

DIVIDEND REINVESTMENT

Unless the eligible Retirement Plan instructs the Fund to pay investors'
dividends in cash, dividends and distributions paid by the Fund will be
reinvested in additional shares of the Fund. The Retirement Plan may, upon
written request or by completing the appropriate section of the Account
Application, elect to have all dividends and other distributions paid on Class
R shares of the Fund invested in another Fund that offers Class R shares.

TAXES

The following information is meant as a general summary for U.S. shareholders.
Please see the SAI for additional information. Each eligible Retirement Plan
and plan participant should rely on their own tax adviser for advice about the
particular federal, state and local tax consequences of investing in the Fund.

The Fund will distribute all or substantially all of its net investment income
and net capital gains to its shareholders each year. The Fund will not be taxed
on amounts it distributes.

Eligible Retirement Plans will receive an annual statement summarizing their
dividend and capital gains distributions.

Because investors invest through tax-deferred accounts, such as an eligible
Retirement Plan, they generally will not have to pay tax on dividends until
they are distributed from the account. These accounts are subject to complex
tax rules, and each Retirement Plan and plan participant should consult their
tax advisers about investment through a tax-deferred account.

As with all mutual funds, the Fund may be required to withhold U.S. federal
income tax at the current rate of 28% of all taxable distributions payable to
an investor that fails to provide the Fund with the correct taxpayer
identification number or to make required certifications, or if the investor
has been notified by the IRS that it is subject to backup withholding. Backup
withholding is not an additional tax; rather, it is a way in which the IRS
ensures it will collect taxes otherwise due. Any amounts withheld may be
credited against the investor's U.S. federal income tax liability.

Please see the SAI for further information regarding tax matters.

[GRAPHIC APPEARS HERE]


                          If you have any questions, please call 1-800-992-0180.

                                        Dividends, Distributions and Taxes    23

PERFORMANCE OF THE UNDERLYING FUNDS
--------------------------------------------------------------------------------


The Fund seeks to achieve its investment objective by investing in Underlying
Funds and uses asset allocation strategies to determine how much to invest in
Underlying Funds. You may be interested in the performance of the Underlying
Funds or related performance attained by the sub-advisers of the Underlying
Funds. In analyzing this performance it is important to understand that because
the Fund will invest in multiple Underlying Funds the Fund's future performance
will be based on a blend of the performance of the Underlying Funds in
proportion to the percentage of the Fund's assets invested in them. Therefore,
the performance of the Fund will not be based solely on the performance of any
single Underlying Fund. The performance of the Underlying Funds does not
reflect the expenses of the Fund, including sales loads and distribution and
service fees, and would be lower if it did.


PERFORMANCE OF UNDERLYING FUNDS

ING FOREIGN FUND

The following table shows the average annual total returns of Class I shares of
ING Foreign Fund for the 1 Year and Life of Class periods ended December 31,
2007, as well as a comparison with the performance of a broad measure of market
performance - the MSCI All Country World ex US IndexSM. You should not consider
the performance of ING Foreign Fund as an indication of future performance of
the Fund.

                        AVERAGE ANNUAL TOTAL RETURNS(1)
                   (FOR THE PERIODS ENDED DECEMBER 31, 2007)


                                                                 5 YEARS
                                              1 YEAR        (OR LIFE OF CLASS)
                                          -------------    -------------------
 ING Foreign Fund - Class I Return
  Before Taxes                                  16.56%              21.50%(1)
 MSCI All Country World ex US IndexSM
  (reflects no deduction for fees,
  expenses or taxes)(2)                         16.65%              23.62%(3)


(1)   Class I shares commenced operations on September 8, 2003.

(2)   The MSCI All Country World ex US IndexSM is a free float-adjusted market
      capitalization index that is designed to measure equity market
      performance in the global developed and emerging markets, excluding the
      U.S. It includes the reinvestment of dividends and distributions net of
      withholding taxes, but does not reflect fees, brokerage commissions or
      other expenses of investing.

(3)   The index return for Class I shares is for the period beginning September
      1, 2003.

ING EMERGING COUNTRIES FUND

The following table shows the average annual total returns of Class I shares of
ING Emerging Countries Fund for the 1 Year and Life of Class periods ended
December 31, 2007, as well as a comparison with the performance of a broad
measure of market performance - the Morgan Stanley Capital International
Emerging Markets IndexSM ("MSCI EM IndexSM").

                        AVERAGE ANNUAL TOTAL RETURNS(1)
                   (FOR THE PERIODS ENDED DECEMBER 31, 2007)


                                                                   5 YEARS
                                                1 YEAR        (OR LIFE OF CLASS)
                                            -------------    -------------------
 ING Emerging Countries Fund - Class I
  Return Before Taxes                             17.36%              23.16%(1)
 MSCI EM IndexSM (reflects no deduction
  for fees, expenses or taxes)(2)                 39.39%              35.73%(3)


(1)   Class I shares commenced operations on December 21, 2005.

(2)   The MSCI EM IndexSM is an unmanaged index that measures the performance
      of securities listed on exchanges in developing nations throughout the
      world. It includes the reinvestment of dividends and distributions net of
      withholding taxes, but does not reflect fees, brokerage commissions or
      other expenses of investing.

(3)   The index return for Class I shares is for the period beginning January
      1, 2006.

ING INDEX PLUS INTERNATIONAL EQUITY

The following table shows the average annual returns of Class I shares of ING
Index Plus International Equity Fund for the 1 Year and Life of Class periods
ended December 31, 2007, as well as a comparison with the performance of a
broad measure of market performance - the Morgan Stanley Capital International
Europe, Australasia, Far East Index ("MSCI EAFE(Reg. TM) Index").

                          AVERAGE ANNUAL TOTAL RETURNS
                   (FOR THE PERIODS ENDED DECEMBER 31, 2007)


                                                                 5 YEARS
                                              1 YEAR        (OR LIFE OF CLASS)
                                           ------------    -------------------
 ING Index Plus International Equity
  Fund - Class I Return Before Taxes             8.41%              15.74%(1)
 MSCI EAFE(Reg. TM) Index (reflects no
  deduction for fees, expenses or
  taxes)(2)                                     11.17%              18.51%(3)


(1)   Class I shares commenced operations on December 21, 2005.

(2)   The MSCI EAFE(Reg. TM) Index is an unmanaged index that measure the
      performance of securities listed on exchanges in Europe, Australasia and
      the Far East. It includes the reinvestment of dividends and distributions
      net of withholding taxes, but does not reflect fees, brokerage
      commissions or other expenses of investing.

(3)   The index returns for Class I shares are for the period beginning January
      1, 2006.

24    Performance of the Underlying Funds

                     PERFORMANCE OF THE UNDERLYING FUNDS
--------------------------------------------------------------------

ING INTERNATIONAL EQUITY DIVIDEND FUND

Because ING International Equity Dividend Fund did not have a full year of
performance as of December 31, 2007, there is no performance information
included in this Prospectus. Please visit the Fund's website at
www.ingfunds.com to obtain performance information once it is available.

ING INTERNATIONAL REAL ESTATE FUND


The following table shows the average annual returns of Class I shares of ING
International Real Estate Fund for the 1 Year and Life of Class periods ended
December 31, 2007, as well as a comparison with the performance of a broad
measure of market performance - the Standard and Poor's Citigroup World
Property Index Ex. U.S. ("S&P/Citigroup World Property Index Ex. U.S.(Reg.
TM)").


                          AVERAGE ANNUAL TOTAL RETURNS
                   (FOR THE PERIODS ENDED DECEMBER 31, 2007)


                                                                    5 YEARS
                                                1 YEAR         (OR LIFE OF CLASS)
                                            --------------    -------------------
 ING International Real Estate Fund -
  Class I Return Before Taxes                      0.90%               16.40%(1)
 S&P/Citigroup World Property Index Ex.
  U.S. (reflects no deduction for fees,
  expenses or taxes)(2)                           (1.55)%              15.94%(3)


(1)   Class I shares commenced operations on February 28, 2006.

(2)   The S&P/Citigroup World Property Index Ex. U.S. is an unmanaged
      market-weighted total return index which consists of many companies from
      developed markets, excluding the U.S., whose floats are larger than $100
      million and derive more than half of their revenue from property-related
      activities.


(3)   The index returns for Class I shares are for the period beginning March
      1, 2006.


ING INTERNATIONAL SMALLCAP MULTI-MANAGER FUND


The following table shows the average annual total returns of Class I shares of
ING International SmallCap Multi-Manager Fund for the 1 Year and Life of Class
periods ended December 31, 2007, as well as a comparison with the performance
of two broad measures of market performance - the Standard and Poor's Citigroup
Extended Market Index World Ex. U.S. ("S&P/Citigroup EMI World Ex. U.S.") and
the Standard & Poor's Citigroup Extended Market Index Europe Pacific Asia
Composite ("S&P/
Citigroup EMI EPAC").


                        AVERAGE ANNUAL TOTAL RETURNS(1)
                   (FOR THE PERIODS ENDED DECEMBER 31, 2007)


                                                                  5 YEARS
                                               1 YEAR        (OR LIFE OF CLASS)
                                           -------------    -------------------
 ING International SmallCap Multi-
  Manager Fund - Class I Return Before
  Taxes                                          10.61%              18.64%(1)
 S&P/Citigroup EMI World Ex. U.S.
  (reflects no deduction for fees,
  expenses or taxes)(2)                           7.32%              17.85%(4)
 S&P/Citigroup EMI EPAC (reflects no
  deduction for fees, expenses or
  taxes)(3)                                       6.10%              17.60%(4)


(1)   Class I shares commenced operations on December 21, 2005.

(2)   The S&P/Citigroup EMI World Ex. U.S. is an unmanaged index which consists
      of the smaller capitalization stocks of the Citigroup Broad Market Index.


(3)   The S&P/Citigroup EMI EPAC is an unmanaged index which consists of the
      smaller capitalization stocks of the Citigroup Broad Market Index, and
      tracks companies in developed countries in the European and Pacific
      regions.


(4)   The index returns for Class I shares are for the period beginning January
      1, 2006.

PERFORMANCE OF SIMILARLY MANAGED ACCOUNTS

ING International Capital Appreciation Fund and ING International Value Choice
Fund have substantially similar investment objectives, policies and strategies
as a composite of similar accounts (each a "Composite" and collectively, the
"Composites") that are advised or sub-advised by HGI and Tradewinds,
respectively.

While the above mentioned Underlying Funds are each managed in a manner
substantially similar to that of their respective Composite, investors should
be aware that the Underlying Funds and the accounts constituting the Composites
may have different future performance due to factors such as differences in the
cash flows into and out of the accounts in the Composites, different fees and
expenses, and differences in the portfolio size and positions. In addition, you
should note that the total operating expenses of each of the accounts in the
Composites may be lower than the total operating expenses of the respective
Underlying Funds. In such cases, the performance of the Composites would be
lower if the total operating expenses of the Underlying Funds had been used.

The historical performance of the Composites are presented below. You should
not consider the performance of the Composites as an indication of future
performance of the Fund. Past performance is not a guarantee of future results.


[GRAPHIC APPEARS HERE]


                          If you have any questions, please call 1-800-992-0180.

                                       Performance of the Underlying Funds    25

PERFORMANCE OF THE UNDERLYING FUNDS
--------------------------------------------------------------------------------

ING INTERNATIONAL CAPITAL APPRECIATION FUND

PERFORMANCE OF SIMILAR INTERNATIONAL GROWTH EQUITY ACCOUNTS MANAGED BY HGI

The tables below are designed to show how a composite of similar accounts
managed by HGI performed over various periods in the past.

The HGI Tax-Exempt International Growth Equity Composite consists of all fully
discretionary portfolios, managed by HGI's Growth Team, invested in equities of
companies domiciled outside the U.S. and that are invested without regard to
tax consequences. Each portfolio in the composite has investment objectives,
policies and strategies substantially similar to those of ING International
Capital Appreciation Fund. The accounts included in the composite may include
separate accounts, registered mutual funds, private investments funds and other
client accounts. To receive a complete listing of HGI's composites and/or a
complete presentation that adheres to the Global Investment Performance
Standards ("GIPS(Reg. TM)") , contact the sub-adviser's Marketing department at
the sub-adviser.

The tables below show the returns for the HGI Tax-Exempt International Growth
Equity Composite compared with the MSCI All Country World Ex US Index(Reg. TM)
for the one-, three-, five- and since inception periods ended December 31, 2007
and on an annual basis as of December 31, of prior years. This information is
designed to demonstrate the historical track record of HGI. It does not
indicate how ING International Capital Appreciation Fund has performed or will
perform in the future. Past performance is not a guarantee of future results.

                          AVERAGE ANNUAL TOTAL RETURNS
                           (AS OF DECEMBER 31, 2007)


                   HGI TAX-EXEMPT
                   INTERNATIONAL            MSCI ACWI
                   GROWTH EQUITY              EX US
                   COMPOSITE (%)      INDEX(Reg. TM)(1) (%)
                  ---------------    ----------------------
 One Year                18.91%                16.65%
 Three Years             19.58%                19.88%
 Five Years              22.07%                24.02%
 Ten Years(2)            12.38%                15.22%(3)


                              ANNUAL TOTAL RETURNS
                        (AS OF DECEMBER 31 OF EACH YEAR)


                   HGI TAX-EXEMPT
                   INTERNATIONAL            MSCI ACWI
                   GROWTH EQUITY              EX US
                   COMPOSITE (%)      INDEX(Reg. TM)(1) (%)
                  ---------------    ----------------------
 2007                    18.91%                16.65%
 2006                    23.85%                26.65%
 2005                    15.92%                16.62%
 2004                    13.98%                20.91%
 2003                    38.80%                40.83%
 2002                   (13.86)%              (14.95)%
 2001                   (19.16)%              (19.73)%
 2000                    (3.93)%              (15.31)%
 1999                    52.60%                30.63%
  1998(2)                15.53%                14.42%(3)


(1)   The MSCI All Country World Ex US Index(Reg. TM) measures the returns of
      equities of companies which are domiciled outside the U.S. It includes
      the reinvestment of dividends and distributions net of withholding taxes,
      but does not reflect fees, brokerage commissions or other expenses of
      investing.

(2)   For the period from July 1996 through December 1998, the track record
      presented consists of portfolios managed by the team that joined HGI
      while employed by Indago Capital Management in Toronto, Ontario, an
      affiliate of The Canada Life Assurance Company, an investment advisor not
      affiliated with HGI.


(3)   Prior to December 31, 1998, the MSCI All Country World Ex US Index(Reg.
      TM) did not include the deduction of withholding taxes. The gross index
      return is for the period beginning January 1, 1998.

The performance has been adjusted to reflect operating costs for Class I shares
of ING International Capital Appreciation Fund. The performance reflected in
the composite was calculated differently than the method used for calculating
performance pursuant to SEC guidelines.

HGI claims compliance with the Global Investment Performance Standards
("GIPS(Reg. TM)"), although the performance figures presented above are not in
compliance with GIPS(Reg. TM) standards due to the adjustment for Class I share
expenses noted below.

The gross total returns for the HGI Tax-Exempt International Growth Equity
Composite in the Average Annual Total Returns and Annual Total Returns tables
were adjusted to reflect the deduction of net operating expenses for Class I
shares of ING International Capital Appreciation Fund. Net operating expenses
include investment advisory fees, distribution and service (Rule 12b-1) fees,
custodial fees, brokerage commissions and execution costs, and other expenses,
without the provision for any applicable federal or state income taxes, if any.
The Annual Total Returns table and the Average Annual Total Returns table for
the HGI Tax-Exempt International Growth Equity Composite do not reflect the
deduction of any sales loads, which would have reduced those performance
numbers. Returns are stated in U.S. dollars. Most of the accounts in the HGI
Tax-Exempt International Growth Equity Composite are not subject to the
diversification rules, tax restrictions and investment limits of the 1940 Act
or Subchapter M of the Internal Revenue Code ("Code"). Returns may have been
lower if the composite had been subject to these regulations. The aggregate
returns of the accounts reflected in the composite may not reflect the returns
of any particular account of HGI.


ING INTERNATIONAL VALUE CHOICE

PERFORMANCE OF SIMILAR INTERNATIONAL VALUE ACCOUNTS MANAGED BY TRADEWINDS

The tables below are designed to show you how a composite of similar
international value investment accounts managed by Tradewinds performed over
various periods in the past.

The Tradewinds International Value Composite ("Tradewinds International Value
Composite") is a composite of the performance of all objectives, policies and
strategies that are substantially similar to those of ING International Value
Choice Fund. Such accounts had at least $2 million in net assets under
management managed by Tradewinds for at least one month or 90% invested prior
to the beginning of a calendar quarter

26    Performance of the Underlying Funds

                     PERFORMANCE OF THE UNDERLYING FUNDS
--------------------------------------------------------------------

beginning March 31, 2001. The accounts in the composite may include separate
accounts, registered mutual funds, private investments funds and other client
accounts.

The tables below show the returns for the Tradewinds International Value
Composite compared with the MSCI EAFE(Reg. TM) Index for the one-year,
three-year and since inception periods ended December 31, 2007 and on an annual
basis as of December 31, of prior years. This information is designed to
demonstrate the historical track record with Tradewinds. It does not indicate
how ING International Value Choice Fund has performed or will perform in the
future. Past performance is not a guarantee of future results.

                          AVERAGE ANNUAL TOTAL RETURNS
                        (AS OF DECEMBER 31, 2007)(1)(2)


                                                                 MSCI
                                 TRADEWINDS INTERNATIONAL    EAFE(Reg. TM)
                                  VALUE COMPOSITE(2) (%)     INDEX(3) (%)
                                --------------------------  --------------
 One Year                                    11.60%               11.17%
 Three Years                                 16.15%               16.83%
 Five Years                                  25.40%               21.59%
 Since Inception (3/31/01)(4)                17.05%               11.09%


                           ANNUAL TOTAL RETURNS(1)(2)
                        (AS OF DECEMBER 31 OF EACH YEAR)


                                                      MSCI
                      TRADEWINDS INTERNATIONAL    EAFE(Reg. TM)
                       VALUE COMPOSITE(2) (%)     INDEX(3) (%)
                     --------------------------  --------------
 2007                             11.60%               11.17%
 2006                             21.62%               26.34%
 2005                             15.31%               13.54%
 2004                             31.42%               20.25%
 2003                             45.59%               38.59%
 2002                             (0.58)%             (15.94)%
 2001 (3/31/01)(4)                (8.12)%             (21.44)%


(1)   Prior to 1/1/04, the Tradewinds International Value Composite included
      accounts under $2 million.


(2)   Performance results from March 31, 2001 - February 28, 2006 represent the
      performance of the previous sub-adviser NWQ Investment Management
      Company, LLC, Tradewinds' affiliate. The Portfolio Manager responsible
      for managing ING International Value Choice Fund was with the previous
      sub-adviser from March 31, 2001 to February 28, 2006.


(3)   The MSCI EAFE(Reg. TM) Index is an unmanaged index that measures the
      performance of securities listed on exchanges in markets in Europe,
      Australasia, and the Far East. It includes the reinvestment of dividends
      and distributions net of withholding taxes, but does not reflect fees,
      brokerage commissions or other expenses of investing.

(4)   Index return for the MSCI EAFE(Reg. TM) Index is for the period beginning
      April 1, 2001.


The performance reflected in the composite was calculated differently than the
method used for calculating performance pursuant to SEC guidelines.

The net annual total returns for the Tradewinds International Value Composite
were calculated on an asset-weighted, total return basis, including
reinvestment of all dividends, interest and income, realized and unrealized
gains or losses, brokerage commissions and execution costs, advisory and
custodial fees, and any applicable foreign withholding taxes, without provision
for federal and state income taxes, if any. The Annual Total Returns table and
the Average Annual Total Returns table for the Tradewinds International Value
Composite do not reflect the deduction of any sales loads, which would have
reduced those performance numbers. The accounts in the Tradewinds International
Value Composite do not pay the same expenses that mutual funds pay and are not
subject to the diversification rules, tax restrictions and investment limits
under the 1940 Act or Subchapter M of the Code. Consequently, the performance
results for the Tradewinds International Value Composite would have been
adversely affected if the institutional private accounts included in the
Tradewinds International Value Composite had been subject to these expenses and
may have been adversely affected if the institutional private accounts included
in the Tradewinds International Value Composite had been regulated as
investment companies under the federal securities laws. The aggregate returns
of the accounts in the Tradewinds International Value Composite may not reflect
the returns of any particular account managed by Tradewinds.


[GRAPHIC APPEARS HERE]


                          If you have any questions, please call 1-800-992-0180.

                                       Performance of the Underlying Funds    27

FINANCIAL
 HIGHLIGHTS
--------------------------------------------------------------------


The financial highlights tables on the following pages are intended to help you
understand the Fund's Class R shares' financial performance for the period of
the class' operations. Certain information reflects financial results for a
single share. The total return in the table represents the rate that an
investor would have earned (or lost) on an investment in the Fund (assuming
reinvestment of all dividends and distributions). A report of the Fund's
independent registered public accounting firm, along with the Fund's financial
statements, is included in the Fund's annual shareholder report, which is
incorporated by reference into the SAI and is available upon request.


28  Financial Highlights

FINANCIAL HIGHLIGHTS ING DIVERSIFIED INTERNATIONAL FUND
--------------------------------------------------------------------


The information in the table below has been derived from the Fund's financial
statements, which have been audited by KPMG LLP, an independent registered
public accounting firm.



                                                                     CLASS R
                                                             ------------------------
                                                              DECEMBER 12, 2006(1) TO
                                                                    OCTOBER 31,
                                                                       2007
                                                             ------------------------
 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of period                              $       12.19
 Income (loss) from investment operations:
 Net investment loss                                               $       (0.05)*
 Net realized and unrealized gain on investments in                $        2.76
  affiliates
 Total from investment operations                                  $        2.71
 Less distributions from:
 Net investment income                                             $        0.08
 Total distributions                                               $        0.08
 Net asset value, end of period                                    $       14.82
 TOTAL RETURN(2)                                                   %       22.33

 RATIOS AND SUPPLEMENTAL DATA:
 Net assets, end of period (000's)                                 $         432
 Ratios to average net assets:
 Gross expenses prior to expense reimbursement(3)(4)               %        0.80
 Net expenses after expense reimbursement(3)(4)(5)                 %        0.46
 Net investment loss after expense reimbursement(3)(4)(5)          %       (0.36)
 Portfolio turnover rate                                           %          32


--------------------------------------------------------------------------------

(1)   Commencement of operations.

(2)   Total return is calculated assuming reinvestment of all dividends and
      capital gain distributions at net asset value. Total return for less than
      one year is not annualized.


(3)   Annualized for period less than one year.

(4)   Expense ratios do not include expenses of Underlying Funds.



(5)   The Investment Adviser has agreed to limit expenses, (excluding interest,
      taxes, brokerage and extraordinary expenses) subject to possible
      recoupment by ING Investments, LLC within three years of being incurred.



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



[GRAPHIC APPEARS HERE]


                          If you have any questions, please call 1-800-992-0180.

                                          ING Diversified International Fund  29

                      (THIS PAGE INTENTIONALLY LEFT BLANK)

In addition to the Fund offered in this Prospectus, the Distributor also offers
Class R shares of the funds listed below. Before investing in a fund,
shareholders should carefully review the fund's prospectus. Investors may
obtain a copy of a prospectus of any ING Fund not discussed in this Prospectus
by calling (800) 992-0180 or by going to www.ingfunds.com.

Domestic Equity Index Funds
ING Index Plus LargeCap Fund
ING Index Plus MidCap Fund
ING Index Plus SmallCap Fund

Fixed-Income Fund
ING Intermediate Bond Fund

WHERE TO GO FOR MORE INFORMATION
YOU'LL FIND MORE INFORMATION ABOUT THE FUND IN OUR:

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

STATEMENT OF ADDITIONAL INFORMATION ("SAI")
The SAI contains more detailed information about the Fund. The SAI is legally
part of this Prospectus (it is incorporated by reference). A copy has been
filed with the SEC.

Please write, call or visit our website for a free copy of the current annual/
semi-annual shareholder reports, the SAI or other Fund information.

To make shareholder inquiries contact:

THE ING FUNDS
7337 East Doubletree Ranch Road
Scottsdale, AZ 85258-2034

1-800-992-0180

Or visit our website at WWW.INGFUNDS.COM

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

U.S. SECURITIES AND EXCHANGE COMMISSION
Public Reference Section
100 F Street, N.E.
Washington, D.C. 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
WWW.SEC.GOV.

When contacting the SEC, you will want to refer to the Fund's SEC file numbers.
The file numbers are as follows:

ING Mutual Funds                        811-07428
  ING Diversified International Fund

PRPRP-UDIFR                                                      (0208-022908)
[GRAPHIC APPEARS HERE]


--------------------------------------------------------------------------------

                       STATEMENT OF ADDITIONAL INFORMATION

                                February 29, 2008

                               ING MAYFLOWER TRUST
                                ING MUTUAL FUNDS
                         7337 East Doubletree Ranch Road
                         Scottsdale, Arizona 85258-2034
                                 (800) 992-0180

                               ING MAYFLOWER TRUST
                          ING International Value Fund

                                ING MUTUAL FUNDS
                        ING Asia-Pacific Real Estate Fund
                   ING Disciplined International SmallCap Fund
                           ING Emerging Countries Fund
                     ING Emerging Markets Fixed Income Fund
                          ING European Real Estate Fund
                                ING Foreign Fund
                              ING Global Bond Fund
                         ING Global Equity Dividend Fund
                        ING Global Natural Resources Fund
                           ING Global Real Estate Fund
                          ING Global Value Choice Fund
                             ING Greater China Fund
                    ING Index Plus International Equity Fund
                   ING International Capital Appreciation Fund
                     ING International Equity Dividend Fund
                   ING International Growth Opportunities Fund
                       ING International Real Estate Fund
                  ING International SmallCap Multi-Manager Fund
                   (formerly, ING International SmallCap Fund)
                       ING International Value Choice Fund
                   ING International Value Opportunities Fund
                                 ING Russia Fund


     Class A, Class B, Class C, Class I, Class O, Class Q and Class W shares

     This Statement of Additional Information ("SAI") relates to the series
listed above (each a "Fund" and collectively the "Funds") of each investment
company listed above (each a "Trust"). A prospectus or prospectuses (each, a
"Prospectus" and collectively, the "Prospectuses") for the Funds dated February
29, 2008, which provide the basic information you should know before investing
in the Funds, may be obtained without charge from the Funds or the Funds'
principal underwriter, ING Funds Distributor, LLC ("Distributor"), at the
address listed above. This SAI is not a prospectus, but is incorporated therein
by reference, and should be read in conjunction with the Prospectuses, each
dated February 29, 2008, which have been filed with the U.S. Securities and
Exchange Commission ("SEC").


     The information in this SAI expands on the information contained in the
Prospectuses and any supplements thereto. The Funds' (except ING Asia-Pacific
Real Estate Fund and ING European Real Estate Fund) financial statements and the
independent registered public accounting firm's report thereon, included in

                                        1


the annual shareholder report dated October 31, 2007, are incorporated herein by
reference. Copies of the Funds' Prospectuses and annual or semi-annual
shareholder reports (when available for ING Asia-Pacific Real Estate Fund and
ING European Real Estate Fund) may be obtained upon request and without charge
by contacting the Funds at the address and phone number on the previous page.
Copies of ING Global Equity Dividend Fund, ING Global Real Estate Fund and ING
Index Plus International Equity Fund Class O shares' Prospectus and annual or
semi-annual shareholder reports (when available) may be obtained by calling
1-866 BUY-FUND (1-866-289-3863) or by writing to ING DIRECT Securities, Inc.
P.O. Box 15647 Wilmington, DE 19885-5647. Terms used in this SAI have the same
meaning as in the Prospectuses and some additional terms are defined
particularly for this SAI.

                                        2


                                TABLE OF CONTENTS


HISTORY OF THE FUNDS......................................................     5
HISTORY OF THE TRUSTS.....................................................     5
SUPPLEMENTAL DESCRIPTION OF FUND INVESTMENTS AND RISKS....................     8
INVESTMENT RESTRICTIONS...................................................    70
PORTFOLIO TURNOVER........................................................   101
DISCLOSURE OF THE FUNDS' PORTFOLIO SECURITIES.............................   101
MANAGEMENT OF EACH TRUST..................................................   104
CODE OF ETHICS............................................................   126
PROXY VOTING PROCEDURES...................................................   126
CONTROL PERSONS AND PRINCIPAL SHAREHOLDERS................................   126
ADVISER...................................................................   142
EXPENSE LIMITATION AGREEMENTS.............................................   146
SUB-ADVISERS..............................................................   147
PORTFOLIO MANAGERS........................................................   154
RULE 12B-1 PLANS..........................................................   190
ADMINISTRATOR.............................................................   197
CUSTODIAN.................................................................   198
LEGAL COUNSEL.............................................................   198
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.............................   198
TRANSFER AGENT............................................................   199
PORTFOLIO TRANSACTIONS....................................................   199
PURCHASE AND REDEMPTION OF SHARES.........................................   208
SHAREHOLDER INFORMATION...................................................   216
SHAREHOLDER SERVICES AND PRIVILEGES.......................................   216
NET ASSET VALUE...........................................................   219
FEDERAL TAX CONSIDERATIONS................................................   221
SHAREHOLDER INFORMATION...................................................   229
DISTRIBUTOR...............................................................   230
CALCULATION OF PERFORMANCE DATA...........................................   235
PERFORMANCE COMPARISONS...................................................   238
DISTRIBUTIONS.............................................................   244
GENERAL INFORMATION.......................................................   245
FINANCIAL STATEMENTS......................................................   247
APPENDIX A- PROXY VOTING PROCEDURES AND GUIDELINES........................   A-1


                                        3


                              HISTORY OF THE FUNDS

     On December 17, 2001, the Boards of Trustees (the "Board") of each of the
various ING Funds approved plans of reorganization which were intended to
decrease the number of corporate entities under which the ING Funds are
organized ("Reorganization") and to align the open-end funds with similar
open-end funds that share the same prospectus. The Reorganization only resulted
in a change in corporate form of some of the ING Funds, with no change in the
substance or investment aspects of the Funds. The Reorganization was consummated
to align the ING Funds' corporate structures and expedite the ING Funds'
required filings with the SEC. Shareholders of ING International Value Fund
("International Value Fund") did not approve the Reorganization; therefore the
Fund remains part of ING Mayflower Trust.

     As a result of the Reorganization, the following ING Funds reorganized into
series of ING Mutual Funds: ING Global Real Estate Fund ("Global Real Estate
Fund"); ING International Growth Opportunities Fund (formerly known as ING
International Fund) ("International Growth Opportunities Fund"); ING Global
Natural Resources Fund (formerly known as ING Precious Metals Fund) ("Global
Natural Resources Fund"); and ING Russia Fund ("Russia Fund") (collectively, the
"Reorganizing Funds"). In this regard, the Board approved the creation of a new
series of ING Mutual Funds to serve as "shells" (the "Shell Funds") into which
Reorganized Funds were reorganized. The plans of the reorganization provided
for, among other things, the transfer for assets and liabilities of the
Reorganizing Funds into the Shell Funds. Prior to September 21, 2002, the
effective date of the Reorganization, the Shell Funds had only nominal assets.
For accounting purposes, each Reorganizing Fund is considered the surviving
entity, and the financial highlights shown for periods prior to September 21,
2002 are the financial highlights of the Reorganizing Fund. ING Emerging
Countries Fund ("Emerging Countries Fund"), ING Foreign Fund ("Foreign Fund"),
ING Global Equity Dividend Fund ("Global Equity Dividend Fund"), ING
International SmallCap Multi-Manager Fund ("International SmallCap Multi-Manager
Fund") and ING Global Value Choice Fund ("Global Value Choice Fund") were
originally organized as series of ING Mutual Funds, and were not involved in the
Reorganization.

                              HISTORY OF THE TRUSTS

ING Mutual Funds

     ING Mutual Funds is a Delaware statutory trust registered as an open-end,
management investment company. ING Mutual Funds was organized in 1992 and
currently consists of ten non-diversified series: ING Asia-Pacific Real Estate
Fund ("Asia-Pacific Real Estate Fund"), ING Disciplined International SmallCap
Fund ("Disciplined International SmallCap Fund"), ING Emerging Markets Fixed
Income Fund ("Emerging Markets Fixed Income Fund"), ING European Real Estate
Fund ("European Real Estate Fund"), ING Global Bond Fund ("Global Bond Fund"),
ING Greater China Fund ("Greater China Fund"), Global Real Estate Fund, ING
International Real Estate Fund ("International Real Estate Fund"), Global
Natural Resources Fund and Russia Fund; and twelve diversifed series, eleven of
which, Emerging Countries Fund, Foreign Fund, Global Equity Dividend Fund,
Global Value Choice Fund, ING Index Plus International Equity Fund ("Index Plus
International Equity Fund"), ING International Equity Dividend Fund
("International Equity Dividend Fund"), International Growth Opportunities Fund,
ING International Capital Appreciation Fund ("International Capital Appreciation
Fund"), International SmallCap Multi-Manager Fund, ING International Value
Choice Fund ("International Value Choice Fund") and ING International Value
Opportunities Fund ("International Value Opportunities Fund") are discussed in
this SAI. For information regarding ING Diversified International Fund, please
refer to its prospectus and SAI dated February 28, 2008. Prior to a
reorganization of ING Mutual Funds, which became effective on July 24, 1998, ING
Mutual Funds offered shares in a number of separate diversified portfolios, each
of which invested all of its assets in a corresponding master fund of
Nicholas-

                                        4


Applegate Investment Trust ("Master Trust"). The July 24, 1998 reorganization
eliminated this two-tiered "master-feeder" structure.

     On July 1, 2003, Foreign Fund was organized as a series of Mutual Funds.

     On September 2, 2003, Global Equity Dividend Fund was organized as a series
     of Mutual Funds.

     On January 31, 2005, International Value Choice Fund was organized as a
     separate series of the Trust.


     On February 1, 2005, the name of Global Value Choice Fund was changed from
     "ING Worldwide Growth Fund" to "ING Global Value Choice Fund."


     On December 7, 2005, Emerging Markets Fixed Income Fund, Greater China
     Fund, Index Plus International Equity Fund and International Capital
     Appreciation Fund were organized as a separate series of the Trust.

     On November 10, 2005, International Real Estate Fund was organized as a
     separate series of the Trust.

     On March 16, 2006, Global Bond Fund was organized as a separate series of
     the Trust.

     On October 9, 2006, the name of ING Precious Metals Fund was changed to ING
     Global Natural Resources Fund.


     On July 13, 2006, Disciplined International SmallCap Fund was organized as
     a separate series of the Trust.

     On November 9, 2006, International Value Opportunities Fund was organized
     as a separate series of the Trust.


     On February 28, 2007, the name of ING International Fund was changed to ING
     International Growth Opportunities Fund.

     On March 2, 2007, International Equity Dividend Fund was organized as a
     separate series of the Trust.

     On July 12, 2007, Asia-Pacific Real Estate Fund and European Real Estate
     Fund were each organized as a separate series of the Trust.


     On December 17, 2007, the name of the International SmallCap Multi-Manager
     Fund was changed from "ING International SmallCap Fund" to "ING
     International SmallCap Multi-Manager Fund." On March 1, 2005, the name of
     the International SmallCap Fund was changed from "ING International
     SmallCap Growth Fund" to "ING International SmallCap Fund."


     Set forth below is information about certain Funds prior to the approval of
     the Reorganization:

     ING Global Real Estate Fund. Prior to the Reorganization, Global Real
Estate Fund was organized as a series of ING Funds Trust ("Funds Trust"), a
Delaware business trust registered as an open-end, management investment
company. Funds Trust was organized on July 30, 1998. Global Real Estate Fund is
a non-diversified fund.

     ING International Growth Opportunities Fund (formerly known as ING
International Fund). Prior to the Reorganization, ING International Growth
Opportunities Fund was the sole series of ING International

                                        5


Fund, Inc. ING International Fund, Inc. was a corporation organized under the
laws of the State of Maryland on November 23, 1993 under the name of Lexington
International Fund, Inc. On February 28, 2007, the name of ING International
Fund was changed to ING International Growth Opportunites Fund.


     ING Global Natural Resources Fund (formerly known as ING Precious Metals
Fund). Prior to the Reorganization, Precious Metals Fund was the sole series of
ING Precious Metals Fund, Inc. ING Precious Metals Fund, Inc. was a corporation
formed under the laws of the State of Maryland on May 11, 1988 under the name of
"Lexington Goldfund, Inc." ING Precious Metals Fund, Inc. was originally
organized as a Delaware corporation on December 3, 1975. On October 9, 2006, the
name of ING Precious Metals Fund was changed to ING Global Natural Resources
Fund.


     ING Russia Fund. Prior to the Reorganization, Russia Fund was the sole
series of ING Russia Fund, Inc. ING Russia Fund, Inc. was a corporation
organized under the laws of the State of Maryland on November 20, 1995.

ING Mayflower Trust

     ING Mayflower Trust is a Massachusetts business trust registered as an
open-end, management investment company. ING Mayflower Trust currently consists
of one separately managed, diversified series, International Value Fund, which
is discussed in this SAI. ING Mayflower Trust was organized in 1993.
International Value Fund commenced operations on March 6, 1995 as the Brandes
International Fund, a series of Brandes Investment Trust. It was reorganized on
April 21, 1997 as Northstar International Value Fund, a series of ING Mayflower
Trust.

     On November 1, 1999, the name of ING Mayflower Trust was changed from
"Northstar Trust" (formerly Northstar Advantage Trust) to "Pilgrim Mayflower
Trust." On the same date, the name of "Northstar International Value Fund" was
changed to "Pilgrim International Value Fund." On March 1, 2002, the name of ING
Mayflower Trust was changed from "Pilgrim Mayflower Trust" to "ING Mayflower
Trust" and the name of International Value Fund was changed from "Pilgrim
International Value Fund" to "ING International Value Fund."

             SUPPLEMENTAL DESCRIPTION OF FUND INVESTMENTS AND RISKS

Diversification

     Each Fund, except Asia-Pacific Real Estate Fund, Disciplined International
SmallCap Fund, Emerging Markets Fixed Income Fund, European Real Estate Fund,
Global Bond Fund, Greater China Fund, Global Real Estate Fund, International
Real Estate Fund, Global Natural Resources Fund and Russia Fund, is
"diversified" within the meaning of the Investment Company Act of 1940, as
amended, ("1940 Act"). In order to qualify as diversified, a Fund must diversify
its holdings so that at all times at least 75% of the value of its total assets
is represented by cash and cash items (including receivables), securities issued
or guaranteed as to principal or interest by the United States ("U.S.") or its
agencies or instrumentalities, securities of other investment companies, and
other securities (for this purpose other securities of any one issuer are
limited to an amount not greater than 5% of the value of the total assets of the
Fund and to not more than 10% of the outstanding voting securities of the
issuer).

     Non-Diversified Investment Companies. Asia-Pacific Real Estate Fund,
Disciplined International SmallCap Fund, Emerging Markets Fixed Income Fund,
European Real Estate Fund, Global Bond Fund, Global Natural Resources Fund,
Greater China Fund, Global Real Estate Fund, International Real Estate Fund and
Russia Fund are classified as non-diversified investment companies under the
1940 Act, which means that each Fund is not limited by the 1940 Act in the
proportion of its assets that it may invest in the obligations of a

                                        6


single issuer. The investment of a large percentage of a Fund's assets in the
securities of a small number of issuers may cause a Fund's share price to
fluctuate more than that of a diversified investment company.

Concentration

     Asia-Pacific Real Estate Fund, European Real Estate Fund, Global Real
Estate Fund, International Real Estate Fund and Global Natural Resources Fund
"concentrate" (for purposes of the 1940 Act) their assets in securities related
to a particular industry, which means that at least 25% of their assets will be
invested in these assets at all times. Asia-Pacific Real Estate Fund, European
Real Estate Fund, Greater China Fund and Russia Fund each concentrates its
assets in securities of a single region of the world. As a result, the Funds may
be subject to greater market fluctuation than a fund which has securities
representing a broader range of investment alternatives.

Investments, Investment Strategies and Risks

     The table on the following pages identifies various securities and
investment techniques used by the adviser or sub-advisers in managing the Funds
described in this SAI. The table has been marked to indicate those securities
and investment techniques that the adviser and the sub-advisers may use to
manage a Fund. A Fund may use any or all of these techniques at any one time,
and the fact that a Fund may use a technique does not mean that the technique
will be used. A Fund's transactions in a particular type of security or use of a
particular technique is subject to limitations imposed by a Fund's investment
objective, policies and restrictions described in that Fund's Prospectus and/or
this SAI, as well as the federal securities laws. There can be no assurance that
any of the Funds will achieve their respective investment objectives. The Funds'
investment objectives, policies, investment strategies and practices are
non-fundamental unless otherwise indicated. A more detailed description of the
securities and investment techniques, as well as the risks associated with those
securities and investment techniques that the Funds utilize, follows the table.
The descriptions of the securities and investment techniques in this section
supplement the discussion of principal investment strategies contained in each
Fund's Prospectus. Where a particular type of security or investment technique
is not discussed in a Fund's Prospectus, that security or investment technique
is not a principal investment strategy. See each Fund's fundamental investment
restrictions for further information.

                                        7


                         ING
                        Asia-                        Emerging
                       Pacific    Disc                Markets  European                    Global    Global  Global  Global
                         Real     Intl     Emerging    Fixed     Real             Global   Equity   Natural   Value   Real   Greater
                        Estate  SmallCap  Countries   Income    Estate   Foreign   Bond   Dividend    Res    Choice  Estate   China
Investments/1/           Fund     Fund       Fund      Fund      Fund      Fund    Fund     Fund      Fund    Fund    Fund     Fund
---------------------  -------  --------  ---------  --------  --------  -------  ------  --------  -------  ------  ------  -------
EQUITY INVESTMENTS/2/
Common Stock              X        X          X                    X        X        X        X        X        X       X       X
Convertible
   Securities             X        X          X          X         X        X        X        X        X        X       X       X
IPOs                      X        X          X                    X        X        X        X        X        X       X       X
Preferred Stock           X        X          X                    X        X        X        X        X        X       X       X
Synthetic Convertible
   Securities/3/          X        X          X                    X        X        X        X        X        X       X       X
FOREIGN AND EMERGING
MARKET
INVESTMENTS/4/
ADRs / EDRs / GDRs        X        X          X                    X        X        X        X        X        X       X       X
Eurodollar
   Convertible
   Securities             X        X          X          X         X        X        X        X        X        X       X       X
Eurodollar & Yankee
   Dollar                 X        X          X          X         X        X        X        X        X        X       X       X
Instruments
Foreign and Emerging
   Market                 X        X          X          X         X        X        X        X        X        X       X       X
Securities
Foreign Bank
   Obligations/5/         X        X          X          X         X        X        X        X        X        X       X       X
Foreign Currency
   Exchange               X        X          X          X         X        X        X        X        X        X       X       X
Transactions
Foreign Mortgage-
   Related                X        X          X          X         X                 X                 X                        X
Securities
International Debt
   Securities             X        X          X          X         X        X        X        X        X        X       X       X
Sovereign Debt
   Securities             X        X          X          X         X        X        X        X        X        X       X       X
Supranational
   Agencies/6/            X        X                     X         X                 X                 X                        X

                                       8


                        Index
                        Plus     Int.   International   Int.    Int.                     Int.    Int.
                        Int.   Capital      Equity     Growth   Real     Int.     Int.   Value  Value
                       Equity   Apprec     Dividend      Opp   Estate  SmallCap  Value  Choice   Opp   Russia
Investments/1/          Fund     Fund        Fund       Fund    Fund     Fund     Fund   Fund    Fund   Fund
---------------------  ------  -------  -------------  ------  ------  --------  -----  ------  -----  ------
EQUITY INVESTMENTS/2/
Common Stock              X       X           X           X       X        X       X       X      X       X
Convertible
   Securities             X       X           X           X       X        X       X       X      X       X
IPOs                      X       X           X           X       X        X       X       X      X       X
Preferred Stock           X       X           X           X       X        X       X       X      X       X
Synthetic Convertible     X       X           X           X       X        X       X              X       X
Securities/3/                                                                              X
FOREIGN AND EMERGING
   MARKET
   INVESTMENTS/4/
ADRs / EDRs / GDRs        X       X           X           X       X        X       X       X      X       X
Eurodollar
   Convertible
   Securities             X       X           X           X       X        X       X       X      X       X
Eurodollar & Yankee
   Dollar
   Instruments            X       X           X           X       X        X       X       X      X       X
Foreign and Emerging
   Market Securities      X       X           X           X       X        X       X       X      X       X
Foreign Bank
   Obligations/5/         X       X           X           X       X        X       X       X      X       X
Foreign Currency
   Exchange
   Transactions           X       X           X           X       X        X       X       X      X       X
Foreign
   Mortgage-Related
   Securities             X       X                       X                X       X              X
International Debt
   Securities                     X           X           X       X        X       X       X      X       X
Sovereign Debt
   Securities                     X           X           X       X        X       X       X      X       X
Supranational
   Agencies/6/            X       X           X           X                                       X

                                        9



                        Asia-                        Emerging
                       Pacific    Disc                Markets  European                    Global    Global  Global  Global
                         Real     Intl     Emerging    Fixed     Real             Global   Equity   Natural   Value   Real   Greater
                        Estate  SmallCap  Countries   Income    Estate   Foreign   Bond   Dividend    Res    Choice  Estate   China
Investments/1/           Fund     Fund       Fund      Fund      Fund      Fund    Fund     Fund      Fund    Fund    Fund     Fund
---------------------  -------  --------  ---------  --------  --------  -------  ------  --------  -------  ------  ------  -------
FIXED-INCOME
   INVESTMENTS/7/
ARMs                      X         X         X                    X        X        X        X        X        X       X       X
Asset-Backed
   Securities             X         X         X                    X        X        X        X        X        X       X       X
Banking Industry
   Obligations/11/        X                   X                    X        X        X        X        X        X       X       X
Corporate Debt
   Securities/8/          X         X         X          X         X        X        X        X        X        X       X       X
Credit-Linked Notes       X         X                    X         X                 X                 X
Floating or Variable
   Rate Instruments       X         X         X          X         X        X        X        X        X        X       X       X
Guaranteed Investment
   Contracts              X         X                              X                 X        X        X                X
Government Trust
   Certificates           X         X                              X                 X                 X
GNMA Certificates         X         X         X                    X        X        X        X        X        X
High-Yield Securities     X         X         X          X         X        X        X        X        X                        X
Mortgage-Related
   Securities/9//10/      X         X         X                    X        X        X        X        X        X       X       X
Municipal Securities      X         X         X                    X                 X        X        X        X       X
Municipal Lease
   Obligations            X         X                              X                 X                 X
Savings Association
   Obligations            X                                        X                 X                 X
Short-Term
   Investments            X         X         X          X         X        X        X        X        X        X       X       X
Subordinated Mortgage
   Securities             X         X         X                    X        X        X        X        X        X       X       X
Tax Exempt Industrial
   Development Bonds
   and Pollution
   Control Bonds          X         X                              X                 X                 X
U.S. Government
   Securities             X         X         X          X         X        X        X        X        X        X       X       X
Zero Coupon and
   Pay-In-Kind
Securities                X                   X          X         X        X        X        X        X        X       X       X


                                       10



                        Index
                        Plus     Int.   International   Int.    Int.                     Int.    Int.
                        Int.   Capital      Equity     Growth   Real     Int.     Int.   Value  Value
                       Equity   Apprec     Dividend      Opp   Estate  SmallCap  Value  Choice   Opp   Russia
Investments/1/          Fund     Fund        Fund       Fund    Fund     Fund     Fund   Fund    Fund   Fund
---------------------  ------  -------  -------------  ------  ------  --------  -----  ------  -----  ------
FIXED-INCOME
   INVESTMENTS/7/
ARMs                                          X           X       X        X       X       X      X       X
Asset-Backed
   Securities             X       X           X           X       X        X       X       X      X       X
Banking Industry
   Obligations/11/        X       X           X           X       X        X       X       X      X       X
Corporate Debt
   Securities/8/                  X           X           X       X        X       X       X      X       X
Credit-Linked Notes                           X           X                                       X
Floating or Variable
   Rate Instruments       X       X           X           X       X        X       X       X      X       X
Guaranteed Investment
   Contracts                                  X           X       X                               X
Government Trust
   Certificates           X       X           X           X       X
GNMA Certificates                 X           X           X       X        X       X       X      X       X
High-Yield Securities     X       X           X                                    X              X       X
Mortgage-Related
   Securities/9/ /10/     X       X           X           X       X        X       X       X      X       X
Municipal Securities                          X           X       X        X       X              X
Municipal Lease
   Obligations                                X           X                                       X
Savings Association
   Obligations            X                   X           X                                       X
Short-Term
   Investments            X       X           X           X       X        X       X       X      X       X
Subordinated Mortgage
   Securities                                 X           X       X        X       X       X      X       X
Tax Exempt Industrial
   Development Bonds                          X           X                                       X
and Pollution Control
   Bonds
U.S. Government
   Securities             X       X           X           X       X        X       X       X      X       X
Zero Coupon and
   Pay-In-Kind
   Securities                                 X           X       X        X       X       X      X       X


                                       11



                        Asia-                        Emerging
                       Pacific    Disc                Markets  European                    Global    Global  Global  Global
                         Real     Intl     Emerging    Fixed     Real             Global   Equity   Natural   Value   Real   Greater
                        Estate  SmallCap  Countries   Income    Estate   Foreign   Bond   Dividend    Res    Choice  Estate   China
Investments/1/           Fund     Fund       Fund      Fund      Fund      Fund    Fund     Fund      Fund    Fund    Fund     Fund
---------------------  -------  --------  ---------  --------  --------  -------  ------  --------  -------  ------  ------  -------
OTHER INVESTMENTS
Derivatives/12,/ /13/     X         X         X          X         X        X        X        X        X        X       X       X
Dealer Options            X         X         X          X         X        X        X        X        X        X       X       X
Financial Futures
   Contracts and
   Related
   Options/14/            X         X         X          X         X        X        X        X        X        X       X       X
Foreign Currency
   Futures
   Contracts/15/          X         X         X          X         X        X        X        X        X        X       X       X
Foreign Currency
   Options                X         X                    X         X                 X
Forward Currency
   Contracts              X         X         X          X         X        X        X        X        X        X       X       X
Index-, Currency-,
   and Equity- Linked
   Debt Securities        X         X         X          X         X        X        X        X        X        X       X       X
Options on Futures        X                   X          X         X        X        X        X                 X       X       X
Options on Securities
   and Indices/16/        X         X         X          X         X        X        X        X        X        X       X       X
Over the Counter
   Options                X         X         X          X         X        X        X        X        X        X       X       X
Put and Call Options      X         X         X          X         X        X        X        X        X        X       X       X
Stock Index
   Options/16/            X         X         X          X         X        X        X        X        X        X       X       X
Straddles                 X         X         X                    X        X        X        X        X        X       X       X
Warrants/17/              X         X         X          X         X        X        X        X        X        X       X       X
Writing Options           X                                        X
Gold & Other Precious
   Metals/18/                                                               X        X
Loan Participation
   Agreements/12/         X         X         X          X         X        X        X        X        X        X       X       X
Other Investment
   Companies/19/          X         X         X          X         X        X        X        X        X        X       X       X
Private Funds/12/         X         X         X                    X        X        X        X        X        X       X       X
Real Estate
   Securities             X         X         X                    X        X        X        X        X        X       X       X
Restricted & Illiquid
   Securities/12/         X         X         X          X         X        X        X        X        X        X       X       X
Unseasoned Companies      X         X         X          X         X        X        X        X        X        X       X       X
Senior Loans, Hybrid
   Loans and
   Subordinated and
   Unsecured Loans        X         X                              X                 X
TBA Sale Commitments      X         X         X                    X        X        X        X        X        X       X       X


                                       12



                        Index
                        Plus     Int.   International   Int.    Int.                     Int.    Int.
                        Int.   Capital      Equity     Growth   Real     Int.     Int.   Value  Value
                       Equity   Apprec     Dividend      Opp   Estate  SmallCap  Value  Choice   Opp   Russia
Investments/1/          Fund     Fund        Fund       Fund    Fund     Fund     Fund   Fund    Fund   Fund
---------------------  ------  -------  -------------  ------  ------  --------  -----  ------  -----  ------
OTHER INVESTMENTS
Derivatives/12/,/13/      X       X           X           X       X        X       X       X      X       X
Dealer Options            X                   X           X       X        X       X       X      X       X
Financial Futures
   Contracts and
   Related
   Options/14/            X       X           X           X       X        X       X       X      X       X
Foreign Currency
   Futures
   Contracts/15/          X       X           X           X       X        X       X       X      X       X
Foreign Currency
   Options                                    X
Forward Currency
   Contracts              X       X           X           X       X        X       X       X      X       X
Index-, Currency-,
   and Equity-
   Linked Debt
   Securities             X                   X           X       X        X       X       X      X       X
Options on Futures        X                   X           X       X        X       x       X      X       X
Options on Securities
   and Indices/16/        X                   X           X       X        X       X       X      X       X
Over the Counter
   Options                X       X           X           X       X        X       X       X      X       X
Put and Call Options      X       X           X           X       X        X       X       X      X       X
Straddles                 X                   X           X       X        X       X       X      X       X
Warrants/17/              X       X           X           X       X        X       X       X      X       X
Writing Options                               X                                                   X
Gold & Other Precious
   Metals/18/                                 X
Loan Participation
   Agreements/12/                             X           X       X        X       X       X      X       X
Other Investment
   Companies/19/          X       X           X           X       X        X       X       X      X       X
Private Funds/12/                             X           X       X        X       X       X      X       X
Real Estate
   Securities             X       X           X           X       X        X       X       X      X       X
Restricted & Illiquid
   Securities/12/         X       X           X           X       X        X       X       X      X       X
Unseasoned Companies              X           X           X       X        X       X       X      X       X
Senior Loans, Hybrid
   Loans and
   Subordinated and
   Unsecured Loans                            X                                                   X
TBA Sale Commitments      X                   X           X       X        X       X       X      X       X


                                       13



                        Asia-                        Emerging
                       Pacific    Disc                Markets  European                    Global    Global  Global  Global
                         Real     Intl     Emerging    Fixed     Real             Global   Equity   Natural   Value   Real   Greater
                        Estate  SmallCap  Countries   Income    Estate   Foreign   Bond   Dividend    Res    Choice  Estate   China
Investments/1/           Fund     Fund       Fund      Fund      Fund      Fund    Fund     Fund      Fund    Fund    Fund     Fund
---------------------  -------  --------  ---------  --------  --------  -------  ------  --------  -------  ------  ------  -------
INVESTMENT TECHNIQUES
Borrowing/20/             X         X         X          X         X        X        X        X        X        X       X       X
Portfolio Hedging/21/     X         X         X          X         X        X        X        X        X        X       X       X
Non-Hedging Strategic
   Transactions                     X                                       X
Lending of Portfolio
   Securities/22/         X         X         X          X         X        X        X        X        X        X       X       X
Repurchase
   Agreements/23/         X         X         X          X         X        X        X        X        X        X       X       X
Reverse Repurchase
   Agreements &
   Dollar
   Roll Transactions/24/  X         X         X          X         X        X        X        X        X        X       X       X
Swaps, Swap
   Agreements and
   Options on
   Swap Agreements        X         X         X          X         X        X        X        X        X        X       X       X
Short Sales /26/          X         X                    X         X        X        X        X        X        X
Temporary Defensive
   and Other Short-
   Term Positions         X         X         X          X         X        X        X        X        X        X       X       X
When Issued
   Securities &
   Delayed- Delivery
   Transactions/25/       X         X         X          X         X        X        X        X        X        X       X       X


                                       14



                        Index
                        Plus     Int.   International   Int.    Int.                     Int.    Int.
                        Int.   Capital      Equity     Growth   Real     Int.     Int.   Value  Value
                       Equity   Apprec     Dividend      Opp   Estate  SmallCap  Value  Choice   Opp   Russia
Investments/1/          Fund     Fund        Fund       Fund    Fund     Fund     Fund   Fund    Fund   Fund
---------------------  ------  -------  -------------  ------  ------  --------  -----  ------  -----  ------
INVESTMENT TECHNIQUES
Borrowing/20/             X       X           X           X       X        X       X       X      X       X
Portfolio Hedging/21/     X       X           X           X       X        X       X       X      X       X
Non-Hedging Strategic
   Transactions           X                   X                                                   X
Lending of Portfolio
   Securities/22/         X       X           X           X       X        X       X       X      X       X
Repurchase
   Agreements/23/         X       X           X           X       X        X       X       X      X       X
Reverse Repurchase
   Agreements &
   Dollar Roll
   Transactions/24/       X       X           X           X       X        X       X       X      X       X
Swaps, Swap
   Agreements and
   Options of Swap
   Agreements                                 X           X       X        X       X       X      X       X
Short Sales /26/          X                   X           X                X       X              X       X
Temporary Defensive
   and Other Short-
   Term Positions         X       X           X           X       X        X       X       X      X       X
When Issued
   Securities &
   Delayed- Delivery
   Transactions/25/       X       X           X           X       X        X       X       X      X       X


/1/  See each Fund's Fundamental Investment Restrictions for further
     information. The investment strategy contained in the prospectus may be
     modified by each Fund's Fundamental Investment Restrictions. The
     Fundamental Investment Restrictions for each Fund follow this "Description
     of the Funds and their Investments and Risks."

/2/  Each Fund may invest in common stock, convertible securities and other
     equity securities according to the investment strategy contained in the
     Prospectus.

/3/  Illiquid securities limit is 15% of a Fund's net assets. The Funds may only
     invest in synthetic convertibles with respect to companies whose corporate
     debt securities are rated "A" or higher by Moody's Investors Services Inc.
     ("Moody's") or "A" or higher by Standard & Poor's Rating Corporation
     ("S&P") and will not invest more than 15% of their net assets in such
     synthetic securities and other illiquid securities.

/4/  No more than 15% of a Fund's net assets may be comprised, in the aggregate,
     of assets that are (i) subject to material legal restrictions on
     repatriation or (ii) invested in illiquid securities.

/5/  Global Real Estate Fund will limit its investments to U.S.
     dollar-denominated obligations of foreign banks that are of an investment
     quality comparable to the obligations of U.S. banks which may be purchased
     by the Fund.

/6/  International Growth Opportunities Fund and Global Natural Resources Fund
     may invest up to 10% of their net assets in securities of supranational
     agencies.

/7/  With respect to International Growth Opporunities Fund, when the Fund's
     portfolio manager believes that debt securities will provide capital
     appreciation through favorable changes in relative foreign exchange rates,
     in relative interest rate levels or in the creditworthiness of issuers, the
     Fund may invest primarily in debt securities. With respect to Global Value
     Choice Fund's fundamental restrictions, the quality of fixed-income
     securities the Fund may purchase are limited.

/8/  See restrictions in asset descriptions below.

                                       15


/9/  Global Value Choice Fund, International Value Fund and International Value
     Choice Fund may invest up to 5% of their net assets in Privately Issued
     Collateralized Mortgage-Backed Obligations ("CMOs"), Interest Obligations
     ("IOs") and Principal Obligations ("POs") when the Adviser or a Sub-Adviser
     believes that such investments are consistent with each Fund's investment
     objective.

/10/ Global Real Estate Fund may invest in, but will not actively trade SMBS.

/11/ Investments in fixed-time deposits subject to withdrawal penalties and
     maturing in more than 7 days may not exceed 15% of net assets of a Fund.

/12/ Illiquid securities limit is 15% of a Fund's net assets.

/13/ May invest in futures contracts and options on futures contracts for
     hedging purposes. Generally no more than 25% of a Fund's asset may be
     hedged. A Fund may not buy or sell futures contracts or options on futures
     if the margin deposits and premiums exceed 5% of the market value of the
     Fund's assets. International Value Choice Fund may only write call options
     if they are covered. International SmallCap Multi-Manager Fund and Global
     Value Choice Fund may write covered call options and purchase put and call
     options on securities and stock indices for hedging purposes. Global
     Natural Resources Fund may purchase put options on stocks and currencies,
     and may purchase put and call options on stock indices. Russia Fund may
     purchase put and call options on securities, stocks indices, and
     currencies; may write put options on a covered basis; and may write call
     options on securities held by the Fund or which the Fund has the right to
     acquire without additional consideration. Russia Fund will not enter into
     options transactions on securities, stock indices, currencies, or futures
     if the sum of the initial margin deposits and premiums exceeds 5% of total
     assets. Russia Fund will not enter into options in excess of 25% of the
     Fund's total assets. International Value Fund may only write call options
     if they are covered. Global Real Estate Fund may purchase put and call
     options on securities and write covered put and call options on securities.
     Global Real Estate Fund may also purchase and write spread options. Global
     Real Estate Fund will purchase and write options only if a secondary market
     exists on an exchange or over-the-counter. International Growth
     Opportunities Fund may (i) purchase put options on securities and
     currencies, (ii) purchase put and call options on stock indices, and (iii)
     write call options on securities owned by the Fund or which the Fund has
     the right to acquire without additional consideration. The Fund will limit
     the writing of call options so that such transactions do not exceed 5% of
     Fund assets. The Fund will not purchase put and call options written by
     others and will not write put options.

/14/ Global Real Estate Fund may purchase and sell interest rate futures
     contracts as a hedge against changes in the interest rate.

/15/ These Funds will only enter into futures contracts and futures options
     which are standardized and traded on a U.S. or foreign exchange, board of
     trade, or similar entity, or quoted on an automated quotation system.

/16/ Global Real Estate Fund may purchase and write put and call options on
     securities indices and other indices (such as foreign currency indices) for
     hedging purposes.

/17/ Limited to 5% of net assets for International SmallCap Multi-Manager Fund,
     Emerging Countries Fund and Global Value Choice Fund.

/18/ Foreign Fund may invest up to 10% of net assets in gold bullion, silver,
     platinum and other precious metals.

/19/ See each Fund's Fundamental Investment Restrictions for further
     information. Global Real Estate Fund may invest up to 10% of its total
     assets in other investment companies; may invest up to 5% of its total
     assets in any one investment company; and may acquire up to 3% of the
     outstanding voting securities of any investment company. 'Investment
     Companies' includes U.S. or foreign private limited partnerships, master
     limited partnerships and investment funds.

/20/ International Value Choice Fund and Russia Fund may each borrow up to 5% of
     its total assets for temporary or emergency purposes and may each borrow
     for the purpose of leverage, provided that asset coverage of 300% is
     maintained. International Value Fund may borrow up to 10% of its total
     assets for temporary or emergency purposes or the clearance of
     transactions, provided that the Fund will not make any investments while
     borrowings in excess of 5% of total assets are outstanding. Emerging
     Countries, International SmallCap Multi-Manager and Global Value Choice
     Funds may each borrow up to 20% of its total assets for temporary,
     extraordinary or emergency purposes. Global Bond Fund, Global Real Estate
     Fund, International Growth Opportunities Fund and Global Natural Resources
     Fund may borrow up to 33 1/3% of its total assets for temporary or
     emergency purposes or for leverage.


/21/ May invest in futures contracts and options on futures contracts for
     hedging purposes. With the exception of ING Emerging Markets Fixed Income
     Fund and ING Global Bond Fund, generally no more than 25% of a Fund's
     assets may be hedged. A Fund may not buy or sell futures contracts or
     options on futures if the margin deposits and premiums exceed 5% of the
     market value of the Fund's assets. Global Natural Resources Fund and Russia
     Fund may enter into interest rate futures contracts.


/22/ In order to generate additional income, each Fund may lend portfolio
     securities in an amount up to 33-1/3% (except Emerging Countries Fund,
     International SmallCap Multi-Manager Fund and Global Value Choice Fund
     which may only lend up to 30%) of total Fund assets to broker-dealers,
     major banks, or other recognized domestic institutional borrowers of
     securities deemed to be creditworthy by the Adviser or Sub-Adviser. No
     lending may be made with any companies affiliated with the Adviser or a
     Sub-Adviser.

/23/ Global Natural Resources Fund and International Growth Opportunities Fund
     may enter into repurchase agreements with respect to any portfolio
     securities the Fund may acquire consistent with its investment objectives
     and policies, but intends to enter into repurchase agreements only with
     respect to obligations of the U.S. government or its agencies and
     instrumentalities, to meet anticipated redemptions or pending investments
     or reinvestment of Fund assets in portfolio securities. Russia Fund,
     International Growth Opportunities Fund and Global Natural Resources Fund
     will not enter into repurchase agreements maturing in more than seven days
     if the aggregate of such repurchase agreements and all other illiquid
     securities when taken together would exceed 15% of the total assets of the
     Fund.

/24/ International Growth Opportunities Fund and Global Natural Resources Fund
     may enter into reverse repurchase agreements,that together with other
     permitted borrowings, may constitute up to 33 1/3% of a Fund's total
     assets.

/25/ The Funds will not engage in when-issued, forward commitment, or delayed
     delivery securities transactions for speculation purposes, but only in
     furtherance of their investment objectives. A Fund (except Global Natural
     Resources Fund) will not purchase these securities if more than 15% of the
     Fund's total assets would be segregated to cover such securities.

/26/ Foreign Fund will not make short sales of securities, other than short
     sales "against the box," in the manner otherwise permitted by the
     investment restricions, policy and investment program of the Fund, as
     described in this SAI.

                                       16


EQUITY INVESTMENTS

Common Stock, Preferred Stock, Convertible Securities and Other Equity
Securities

     Common stocks represent an equity (ownership) interest in a company. This
ownership interest generally gives a Fund the right to vote on issues affecting
the company's organization and operations. Except for the Funds noted in the
chart above as non-diversified or concentrated, such investments may be
diversified over a cross-section of industries and individual companies. Some of
these companies will be organizations with market capitalizations of $500
million or less or companies that have limited product lines, markets and
financial resources and are dependent upon a limited management group. Examples
of possible investments include emerging growth companies employing new
technology, cyclical companies, initial public offerings of companies offering
high growth potential, or other corporations offering good potential for high
growth in market value. The securities of such companies may be subject to more
abrupt or erratic market movements than larger, more established companies both
because the securities typically are traded in lower volume and because the
issuers typically are subject to a greater degree to changes in earnings and
prospects.

     Other types of equity securities may also be purchased, such as preferred
stock, convertible securities, or other securities that are exchangeable for
shares of common stock. Preferred stock, unlike common stock, offers a stated
dividend rate payable from a corporation's earnings. Such preferred stock
dividends may be cumulative or non-cumulative, participating, or auction rate.
If interest rates rise, the fixed dividend on preferred stocks may be less
attractive, causing the price of preferred stocks to decline. Preferred stock
may have mandatory sinking fund provisions, as well as call/redemption
provisions prior to maturity, a negative feature when interest rates decline.
Dividends on some preferred stock may be "cumulative," requiring all or a
portion of prior unpaid dividends to be paid before dividends are paid on the
issuer's common stock. Preferred stock also generally has a preference over
common stock on the distribution of a corporation's assets in the event of
liquidation of the corporation, and may be "participating," which means that it
may be entitled to a dividend exceeding the stated dividend in certain cases.
The rights of preferred stocks on the distribution of a corporation's assets in
the event of a liquidation are generally subordinate to the rights associated
with a corporation's debt securities.

     A convertible security is a security that may be converted either at a
stated price or rate within a specified period of time into a specified number
of shares of common stock. By investing in convertible securities, a Fund seeks
the opportunity, through the conversion feature, to participate in the capital
appreciation of the common stock into which the securities are convertible,
while investing at a better price than may be available on the common stock or
obtaining a higher fixed rate of return than is available on common stocks. The
value of a convertible security is a function of its "investment value"
(determined by its yield in comparison with the yields of other securities of
comparable maturity and quality that do not have a conversion privilege) and its
"conversion value" (the security's worth, at market value, if converted into the
underlying common stock). The credit standing of the issuer and other factors
may also affect the investment value of a convertible security. The conversion
value of a convertible security is determined by the market price of the
underlying common stock. If the conversion value is low relative to the
investment value, the price of the convertible security is governed principally
by its investment value. To the extent the market price of the underlying common
stock approaches or exceeds the conversion price, the price of the convertible
security will be increasingly influenced by its conversion value.

     The market value of convertible debt securities tends to vary inversely
with the level of interest rates. The value of the security declines as interest
rates increase and increases as interest rates decline. Although under normal
market conditions longer term debt securities have greater yields than do
shorter-term debt securities of similar quality, they are subject to greater
price fluctuations. A convertible security may be subject to redemption at the
option of the issuer at a price established in the instrument governing the
convertible security. If a convertible security held by a Fund is called for
redemption, the Fund must permit the issuer to redeem the security, convert it
into the underlying common stock or sell it to a third party. Rating
requirements do not apply to convertible debt securities purchased by the Funds
because the Funds purchase such securities for their equity characteristics.

                                       17


     "Synthetic" convertible securities are derivative positions composed of two
or more different securities whose investment characteristics, taken together,
resemble those of convertible securities. For example, a Fund may purchase a
non-convertible debt security and a warrant or option, which enables the Fund to
have a convertible-like position with respect to a company, group of companies
or stock index. Synthetic convertible securities are typically offered by
financial institutions and investment banks in private placement transactions.
Upon conversion, the Fund generally receives an amount in cash equal to the
difference between the conversion price and the then current value of the
underlying security. Unlike a true convertible security, a synthetic convertible
comprises two or more separate securities, each with its own market value.
Therefore, the market value of a synthetic convertible is the sum of the values
of its fixed-income component and its convertible component. For this reason,
the values of a synthetic convertible and a true convertible security may
respond differently to market fluctuations.

Initial Public Offerings

     Initial Public Offerings ("IPOs") occur when a company first offers its
securities to the public. Although companies can be any age or size at the time
of their IPO, they are often smaller and have a limited operating history, which
involves a greater potential for the value of their securities to be impaired
following the IPO. Investors in IPOs can be adversely affected by substantial
dilution in the value of their shares, by sales of additional shares and by
concentration of control in existing management and principal shareholders. In
addition, all of the factors that affect stock market performance may have a
greater impact on the shares of IPO companies.

     The price of a company's securities may be highly unstable at the time of
its IPO and for a period thereafter due to market psychology prevailing at the
time of the IPO, the absence of a prior public market, the small number of
shares available and limited availability of investor information. As a result
of this or other factors, a Fund's adviser or sub-adviser might decide to sell
an IPO security more quickly than it would otherwise, which may result in a
significant gain or loss and greater transaction costs to the Fund. Any gains
from shares held for 12 months or less will be treated as short-term gains,
taxable as ordinary income to a Fund's shareholders. In addition, IPO securities
may be subject to varying patterns of trading volume and may, at times, be
difficult to sell without an unfavorable impact on prevailing prices.

     The effect of an IPO investment can have a magnified impact on a Fund's
performance when the Fund's asset bases are small. Consequently, IPOs may
constitute a significant portion of a Fund's returns particularly when the Fund
is small. Since the number of securities issued in an IPO is limited, it is
likely that IPO securities will represent a smaller component of a Fund's assets
as it increases in size and, therefore, have a more limited effect on the Fund's
performance.

     There can be no assurance that IPOs will continue to be available for the
Funds to purchase. The number or quality of IPOs available for purchase by the
Funds may vary, decrease or entirely disappear. In some cases, the Funds may not
be able to purchase IPOs at the offering price, but may have to purchase the
shares in the aftermarket at a price greatly exceeding the offering price,
making it more difficult for the Funds to realize a profit.


Unseasoned Companies

     The Funds consider securities of companies with limited operating histories
to be securities of companies with a record of less than three years' continuous
operation, even including the operations of any predecessors and parents. (These
are sometimes referred to as "unseasoned issuers.") These companies by their
nature have only a limited operating history that can be used for evaluating the
company's growth prospects. As a result, investment decisions for these
securities may place a greater emphasis on current or planned product lines and
the reputation and experience of the company's management and less emphasis on
fundamental valuation factors than would be the case for more mature companies.


FOREIGN AND EMERGING MARKET INVESTMENTS

                                       18


Securities of Foreign Issuers


     Securities of foreign issuers traded outside of the United States have
certain common characteristics and risks. Foreign financial markets, while
growing in volume, have, for the most part, substantially less volume than U.S.
markets, and securities of many foreign companies are less liquid and their
prices more volatile than securities of comparable domestic companies. The
foreign markets also have different clearance and settlement procedures, and in
certain markets there have been times when settlements have been unable to keep
pace with the volume of securities transactions, making it difficult to conduct
such transactions. Delivery of securities may not occur at the same time as
payment in some foreign markets. Delays in settlement could result in temporary
periods when a portion of the assets of a Fund is uninvested and no return is
earned thereon. The inability of the Funds to make intended security purchases
due to settlement problems could cause the Funds to miss attractive investment
opportunities. Inability to dispose of portfolio securities due to settlement
problems could result either in losses to the Funds due to subsequent declines
in value of the portfolio security or, if the Funds have entered into a contract
to sell the security, could result in possible liability to the purchaser.

     As foreign companies are not generally subject to uniform accounting,
auditing and financial reporting standards and practices comparable to those
applicable to domestic companies, there may be less publicly available
information about certain foreign companies than about domestic companies. There
is generally less government supervision and regulation of exchanges, financial
institutions and issuers in foreign countries than there is in the United
States. A foreign government may impose exchange control regulations that may
have an impact on currency exchange rates, and there is the possibility of
expropriation or confiscatory taxation, political or social instability, or
diplomatic developments that could affect U.S. investments in those countries.

     Changes in foreign currency exchange rates will affect the value of
securities denominated or quoted in currencies other than the U.S. dollar and
the unrealized appreciation or depreciation of investments so far as U.S.
investors are concerned. Transactional costs in non-U.S. securities markets are
generally higher than in U.S. securities markets. In addition, transactions in
foreign securities may involve greater time from the trade date until settlement
than domestic securities transactions and involve the risk of possible losses
through the holding of securities by custodians and securities depositories in
foreign countries.


     Although the Funds will use reasonable efforts to obtain the best available
price and the most favorable execution with respect to all transactions and the
adviser or sub-adviser will consider the full range and quality of services
offered by the executing broker or dealer when making these determinations,
fixed commissions on many foreign stock exchanges are generally higher than
negotiated commissions on U.S. exchanges. Certain foreign governments levy
withholding taxes against dividend and interest income, or may impose other
taxes. Although in some countries a portion of these taxes are recoverable, the
non-recovered portion of foreign withholding taxes will reduce the income
received by the Funds on these investments. However, these foreign withholding
taxes are not expected to have a significant impact on a fund with an investment
objective of long-term capital appreciation because any income earned by a Fund
should be considered incidental.

     For the purposes of Russia Fund section of the prospectus, and this SAI, a
Russian company means a legal entity (i) that is organized under the laws of, or
with a principal office and domicile in, Russia, (ii) for which the principal
equity securities trading market is in Russia, or (iii) that derives at least
50% of its revenues or profits from goods produced or sold, investments made, or
services performed, in Russia or that has at least 50% of its assets situated in
Russia.

     Russia Fund intends to invest its assets in Russian companies in a broad
array of industries, including the following: oil and gas, energy generation and
distribution, communications, mineral extraction, trade, financial and business
services, transportation, manufacturing, real estate, textiles, food processing
and construction. The Fund is not permitted to invest more than 25% of the value
of its total assets in any one industry. It may, however, invest an unrestricted
amount of its assets in the oil and gas industry. The Fund's investments will
include investments in Russian companies that have characteristics and business
relationships common to companies outside of Russia. As a result, outside
economic forces may cause fluctuations in the value of securities held by the
Fund.

                                       19


     Under current conditions, Russia Fund expects to invest at least 20% of its
total assets in very liquid assets to maintain liquidity and provide stability.
As the Russian equity markets develop, however, and the liquidity of Russian
securities becomes less problematic, the Fund will invest a greater percentage
of its assets in Russian equity securities.

     As further described above, Russia Fund is authorized to use various
investment strategies, some or all of which may be classified as derivatives, to
hedge various market risks and to enhance total return, which may be deemed a
form of speculation. Subject to the requirements of the 1940 Act, Russia Fund
may hedge up to 100% of its assets when deemed appropriate by the Adviser or
Sub-Adviser. The Fund is also authorized to use investment strategies to manage
the effective maturity or duration of debt securities or instruments held by the
Fund, or to enhance the Fund's income or gain. Although these strategies are
regularly used by some investment companies and other institutional investors in
various markets, most of these strategies are currently unavailable in Russia
and may not become available in the future. Techniques and instruments may
change over time, however, as new instruments and strategies are developed or
regulatory changes occur.

Restrictions on Foreign Investments

     Some developing countries prohibit or impose substantial restrictions on
investments in their capital markets, particularly their equity markets, by
foreign entities such as a Fund. For example, certain countries may require
governmental approval prior to investments by foreign persons, limit the amount
of investment by foreign persons in a particular company or limit the investment
by foreign persons to only a specific class of securities of a company that may
have less advantageous terms (including price) than securities of the company
available for purchase by nationals. Certain countries may restrict investment
opportunities in issuers or industries deemed important to national interests.

     The manner in which foreign investors may invest in companies in certain
developing countries, as well as limitations on such investments, also may have
an adverse impact on the operations of a Fund that invests in such countries.
For example, a Fund may be required in certain countries to invest initially
through a local broker or other entity and then have the shares purchased and
re-registered in the name of that Fund. Re-registration may in some instances
not be able to occur on timely basis, resulting in a delay during which a Fund
may be denied certain of its rights as an investor, including rights as to
dividends or to be made aware of certain corporate actions. There also may be
instances where a Fund places a purchase order but is subsequently informed, at
the time of re-registration, that the permissible allocation of the investment
to foreign investors has been filled, depriving a Fund of the ability to make
its desired investment at that time.

     Substantial limitations may exist in certain countries with respect to a
Fund's ability to repatriate investment income, capital or the proceeds of sales
of securities by foreign investors. A Fund could be adversely affected by delays
in, or a refusal to grant, any required governmental approval for repatriation
of capital, as well as by the application to a Fund of any restrictions on
investments. Even where there is no outright restriction on repatriation of
capital, the mechanics of repatriation may affect certain aspects of the
operations of a Fund.

     In certain countries, banks or other financial institutions may be among
the leading companies or have actively traded securities. The 1940 Act restricts
each Fund's investments in any equity securities of an issuer that, in its most
recent fiscal year, derived more than 15% of its revenues from "securities
related activities," as defined by the rules thereunder. The provisions may
restrict a Fund's investments in certain foreign banks and other financial
institutions.

     Foreign Currency Risks. Currency risk is the risk that changes in foreign
exchange rates will affect, favorably or unfavorably, the U.S. dollar value of
foreign securities. In a period when the U.S. dollar generally rises against
foreign currencies, the returns on foreign stocks for a U.S. investor will be
diminished. By contrast, in a period when the U.S. dollar generally declines,
the returns on foreign securities will be enhanced. Therefore, unfavorable
changes in the relationship between the U.S. dollar and the relevant foreign
currencies, therefore, will adversely affect the value of a Fund's shares.

                                       20


     Risks of Investing in Foreign Securities: Investments in foreign securities
involve certain inherent risks, including the following:


     Market Characteristics. Settlement practices for transactions in foreign
markets may differ from those in U.S. markets, and may include delays beyond
periods customary in the United States. Foreign security trading practices,
including those involving securities settlement where Fund assets may be
released prior to receipt of payment or securities, may expose a Fund to
increased risk in the event of a failed trade or the insolvency of a foreign
broker-dealer. Transactions in options on securities, futures contracts, futures
options and currency contracts may not be regulated as effectively on foreign
exchanges as similar transactions in the United States, and may not involve
clearing mechanisms and related guarantees. The value of such positions also
could be adversely affected by the imposition of different exercise terms and
procedures and margin requirements than in the United States. The value of a
Fund's positions may also be adversely impacted by delays in its ability to act
upon economic events occurring in foreign markets during non-business hours in
the United States.


     Legal and Regulatory Matters. In addition to nationalization, foreign
governments may take other actions that could have a significant effect on
market prices of securities and payment of interest, including restrictions on
foreign investment, expropriation of goods and imposition of taxes, currency
restrictions and exchange control regulations.

     Taxes. The interest payable on certain of the Funds' foreign portfolio
securities may be subject to foreign withholding taxes, thus reducing the net
amount of income available for distribution to the Funds' shareholders. A
shareholder otherwise subject to U.S. federal income taxes may, subject to
certain limitations, be entitled to claim a credit or deduction of U.S. federal
income tax purposes for his proportionate share of such foreign taxes paid by a
Fund.


     Costs. The expense ratios of a Fund that invests in foreign securities is
likely to be higher than those of investment companies investing in domestic
securities, since the cost of maintaining the custody of foreign securities is
higher. In considering whether to invest in the securities of a foreign company,
the adviser or sub-adviser considers such factors as the characteristics of the
particular company, differences between economic trends and the performance of
securities markets within the United States and those within other countries,
and also factors relating to the general economic, governmental and social
conditions of the country or countries where the company is located. The extent
to which a Fund will invest in foreign companies, countries and depositary
receipts will fluctuate from time to time within the limitations described in
the Prospectuses, depending on the adviser's or sub-adviser's assessment of
prevailing market, economic and other conditions.


American Depositary Receipts, European Depositary Receipts and Global Depositary
Receipts

     American Depositary Receipts ("ADRs"), Global Depositary Receipts ("GDRs")
and European Depositary Receipts ("EDRs") or other similar securities represent
securities of foreign issuers. These securities are typically dollar
denominated, although their market price is subject to fluctuations of the
foreign currency in which the underlying securities are denominated. ADRs are
receipts typically issued by a U.S. bank or trust company evidencing ownership
of the underlying foreign securities. EDRs are receipts issued by a European
financial institution evidencing a similar arrangement. Generally, ADRs, in
registered form, are designed for use in the U.S. securities markets, and EDRs,
in bearer form, are designed for use in European securities markets. GDRs are
similar to EDRs although they may be held through foreign clearing agents such
as EuroClear and other foreign depositaries. Depositary receipts denominated in
U.S. dollars will not be considered foreign securities for purposes of the
investment limitation concerning investment in foreign securities.

Eurodollar Convertible Securities

                                       21



     Eurodollar convertible securities are fixed-income securities of a U.S.
issuer or a foreign issuer that are issued outside the United States and are
convertible into equity securities of the same or a different issuer. Interest
and dividends on Eurodollar securities are payable in U.S. dollars outside of
the United States. The Funds may invest without limitation in Eurodollar
convertible securities that are convertible into foreign equity securities
listed, or represented by ADRs listed, on the New York Stock Exchange ("NYSE")
or the American Stock Exchange or convertible into publicly traded common stock
of U.S. companies. The Funds may also invest up to 15% of their total assets
invested in convertible securities, taken at market value, in Eurodollar
convertible securities that are convertible into foreign equity securities which
are not listed, or represented by ADRs listed, on such exchanges.


Eurodollar and Yankee Dollar Instruments


     Eurodollar instruments are bonds that pay interest and principal in U.S.
dollars held in banks outside the United States, primarily in Europe. Eurodollar
instruments are usually issued on behalf of multinational companies and foreign
governments by large underwriting groups composed of banks and issuing houses
from many countries. Yankee Dollar instruments are U.S. dollar denominated bonds
issued in the United States by foreign banks and corporations. These investments
involve risks that are different from investments in securities issued by U.S.
issuers, and may carry the same risks as investing in foreign securities.


Foreign and Emerging Market Securities

     The risks of investing in foreign securities may be intensified in the case
of investments in issuers domiciled or doing substantial business in emerging
markets or countries with limited or developing capital markets. Security prices
in emerging markets can be significantly more volatile than in the more
developed nations of the world, reflecting the greater uncertainties of
investing in less established markets and economies. In particular, countries
with emerging markets may have relatively unstable governments, present the risk
of sudden adverse government action and even nationalization of businesses,
restrictions on foreign ownership, or prohibitions of repatriation of assets,
and may have less protection of property rights than more developed countries.
The economies of countries with emerging markets may be predominantly based on
only a few industries, may be highly vulnerable to changes in local or global
trade conditions, and may suffer from extreme and volatile debt burdens or
inflation rates. Local securities markets may trade a small number of securities
and may be unable to respond effectively to increases in trading volume,
potentially making prompt liquidation of substantial holdings difficult or
impossible at times. Transaction settlement and dividend collection procedures
may be less reliable in emerging markets than in developed markets. Securities
of issuers located in countries with emerging markets may have limited
marketability and may be subject to more abrupt or erratic price movements.

Foreign Bank Obligations

     Obligations of foreign banks and foreign branches of U.S. banks involve
somewhat different investment risks from those affecting obligations of U.S.
banks, including the possibilities that liquidity could be impaired because of
future political and economic developments; the obligations may be less
marketable than comparable obligations of U.S. banks; a foreign jurisdiction
might impose withholding taxes on interest income payable on those obligations;
foreign deposits may be seized or nationalized; foreign governmental
restrictions (such as foreign exchange controls) may be adopted which might
adversely affect the payment of principal and interest on those obligations; and
the selection of those obligations may be more difficult because there may be
less publicly available information concerning foreign banks. In addition, the
accounting, auditing and financial reporting standards, practices and
requirements applicable to foreign banks may differ from those applicable to
U.S. banks. In that connection, foreign banks are not subject to examination by
any U.S. government agency or instrumentality.

Foreign Currency Exchange Transactions

     Because the Funds that invest in foreign securities may buy and sell
securities denominated in currencies other than the U.S. dollar, and receive
interest, dividends and sale proceeds in currencies other than the U.S. dollar,
and therefore may enter into foreign currency exchange transactions to convert
to and from different foreign currencies and to convert foreign currencies to
and from the U.S. dollar. Each Fund may either enter into these

                                       22


transactions on a spot (i.e., cash) basis at the spot rate prevailing in the
foreign currency exchange market, or use forward foreign currency contracts to
purchase or sell foreign currencies. A forward foreign currency exchange
contract is an agreement to exchange one currency for another (for example, to
exchange a certain amount of U.S. dollars for a certain amount of Korean Won) at
a future date. Forward foreign currency exchange contracts are included in the
group of instruments that can be characterized as derivatives. Neither spot
transactions nor forward foreign currency exchange contracts eliminate
fluctuations in the prices of the Funds' portfolio securities or in foreign
exchange rates, or prevent loss if the prices of these securities should
decline. (Foreign Fund may also use forward foreign currency exchange contracts
for hedging and non-hedging purposes; e.g., the purchase or sale of a forward
contract on one type of currency as a hedge against adverse fluctuations in the
value of a second type of currency. Foreign Fund may also use forward foreign
currency contracts to increase exposure to a foreign currency or to shift
exposure to foreign currency fluctuations from one country to another.)

     Although these transactions tend to minimize the risk of loss due to a
decline in the value of the hedged currency, at the same time they tend to limit
any potential gain that might be realized should the value of the hedged
currency increase. The precise matching of the forward contract amounts and the
value of the securities involved will not generally be possible because the
future value of these securities in foreign currencies will change as a
consequence of market movements in the value of those securities between the
date the forward contract is entered into and the date it matures. The
projection of currency market movements is extremely difficult, and the
successful execution of a hedging strategy is highly uncertain. Use of currency
hedging techniques may also be limited by management's need to protect the
status of a Fund as a regulated investment company ("RIC") under the Internal
Revenue Code of 1986, as amended ("Code").

Foreign Mortgage-Related Securities


     Foreign mortgage-related securities are interests in pools of mortgage
loans made to residential homebuyers domiciled in a foreign country. These
include mortgage loans made by trust and mortgage loan companies, credit unions,
chartered banks, and others. Pools of mortgage loans are assembled as securities
for sale to investors by various governmental, government-related and private
organizations (such as, Canada Mortgage and Housing Corporation and First
Australian National Mortgage Acceptance Corporation Limited). The mechanics of
these mortgage-related securities are generally the same as those issued in the
United States. However, foreign mortgage markets may differ materially from the
U.S. mortgage market with respect to matters such as the sizes of loan pools,
pre-payment experience, and maturities of loans.


International Debt Securities

     International debt securities represent debt obligations (which may be
denominated in U.S. dollar or in non-U.S. currencies) of any rating issued or
guaranteed by foreign corporations, certain supranational entities (such as the
World Bank) and foreign governments (including political subdivisions having
taxing authority) or their agencies or instrumentalities, including ADRs
consistent with each Fund's policies. These investments may include debt
obligations such as bonds (including sinking fund and callable bonds),
debentures and notes, together with preferred stocks, pay-in-kind securities and
zero coupon securities.

     In determining whether to invest in debt obligations of foreign issuers, a
Fund will consider the relative yields of foreign and domestic debt securities,
the economies of foreign countries, the condition of such countries' financial
markets, the interest rate climate of such countries and the relationship of
such countries' currency to the U.S. dollar. These factors are judged on the
basis of fundamental economic criteria (e.g., relative inflation levels and
trends, growth rate forecasts, balance of payments status and economic policies)
as well as technical and political data. Subsequent foreign currency losses may
result in Fund having previously distributed more income in a particular period
than was available from investment income, which could result in a return of
capital to shareholders. A Fund's portfolio of foreign securities may include
those of a number of foreign countries, or, depending upon market conditions,
those of a single country. Investments in securities of issuers in
non-industrialized countries generally involve more risk and may be considered
highly speculative. Although a portion of a Funds' investment income may be
received or realized in foreign currencies, the Funds would be required to

                                       23


compute and distribute its income in U.S. dollars and absorb the cost of
currency fluctuations and the cost of currency conversions.


     Investment in foreign securities involves considerations and risks not
associated with investment in securities of U.S. issuers. For example, foreign
issuers are not required to use generally accepted accounting principles. If
foreign securities are not registered under the Securities Act of 1933 ("1933
Act"), the issuer generally does not have to comply with the disclosure
requirements of the Securities Exchange Act of 1934, as amended ("1934 Act").
The values of foreign securities investments will be affected by incomplete or
inaccurate information available to the Adviser or Sub-Adviser as to foreign
issuers, changes in currency rates, exchange control regulations or currency
blockage, expropriation or nationalization of assets, application of foreign tax
laws (including withholding taxes), changes in governmental administration or
economic or monetary policy. In addition, it is generally more difficult to
obtain court judgments outside the United States.


Sovereign Debt Securities

     Sovereign debt securities are issued by governments of foreign countries.
The sovereign debt securities in which a Fund may invest may be rated below
investment grade. These securities usually offer higher yields than higher rated
securities but are also subject to greater risk than higher rated securities.
Brady Bonds represent a type of sovereign debt. These obligations were created
under a debt restructuring plan introduced by former U.S. Secretary of the
Treasury, Nicholas F. Brady, in which foreign entities issued these obligations
in exchange for their existing commercial bank loans. Brady Bonds have been
issued by Argentina, Brazil, Bulgaria, Costa Rica, Dominican Republic, Ecuador,
Mexico, Morocco, Nigeria, Philippines, Poland and Uruguay, and may be issued by
other emerging countries.

Supranational Agencies

     Supranational agencies are not considered government securities and are not
supported directly or indirectly by the U.S. government. Examples of
supranational agencies include, but are not limited to, the International Bank
for Reconstruction and Development (commonly referred to as the World Bank),
which was chartered to finance development projects in developing member
countries; the European Union, which is a 27-nation organization engaged in
cooperative economic activities; and the Asian Development Bank, which is an
international development bank established to lend funds, promote investment and
provide technical assistance to member nations in the Asian and Pacific regions.

FIXED - INCOME INVESTMENTS

Debt Securities

     Each Fund may invest in debt securities. The value of fixed income or debt
securities may be affected by changes in general interest rates and in the
creditworthiness of the issuer. Debt securities with longer maturities (for
example, over ten years) are more affected by changes in interest rates and
provide less price stability than securities with short-term maturities (for
example, one to ten years). Also, for each debt security, there is a risk of
principal and interest default, which will be greater with higher-yielding,
lower-grade securities.

Adjustable Rate Mortgage Securities

     Adjustable rate mortgage securities ("ARMS") are pass-through mortgage
securities collateralized by mortgages with adjustable rather than fixed rates.
Generally, ARMS have a specified maturity date and amortize principal over their
life. In periods of declining interest rates, there is a reasonable likelihood
that ARMS will experience increased rates of prepayment of principal. However,
the major difference between ARMS and fixed-rate mortgage securities is that the
interest rate and the rate of amortization of principal of ARMS can and do
change in accordance with movements in a particular, pre-specified, published
interest rate index.

                                       24


     The amount of interest on an ARM is calculated by adding a specified
amount, the "margin," to the index, subject to limitations on the maximum and
minimum interest that can be charged to the mortgagor during the life of the
mortgage or to maximum and minimum changes to that interest rate during a given
period. Because the interest rates on ARMS generally move in the same direction
as market interest rates, the market value of ARMS tends to be more stable than
that of long-term fixed-rate securities.


     There are two main categories of indices which serve as benchmarks for
periodic adjustments to coupon rates on ARMS: those based on U.S. Treasury
securities and those derived from a calculated measure such as a cost of funds
index or a moving average of mortgage rates. Commonly utilized indices include
the one-year and five-year constant maturity Treasury Note rates, the
three-month Treasury Bill rate, the 180-day Treasury Bill rate, rates on
longer-term Treasury securities, the 11th District Federal Home Loan Bank Cost
of Funds, the National Median Cost of Funds, the one-month or three-month London
Interbank Offered Rate ("LIBOR"), the prime rate of a specific bank, or
commercial paper rates. Some indices, such as the one-year constant maturity
Treasury Note rate, closely mirror changes in market interest rate levels.
Others, such as the 11th District Home Loan Bank Cost of Funds index (often
related to ARMS issued by the Federal National Mortgage Association ("FNMA")),
tend to lag changes in market rate levels and tend to be somewhat less volatile.


Asset Backed Securities


     Asset-backed securities represent individual interests in pools of consumer
loans, home equity loans, trade receivables, credit card receivables and other
debt and are similar in structure to mortgage-backed securities. The assets are
securitized either in a pass-through structure (similar to a mortgage
pass-through structure) or in a pay-through structure (similar to a
collateralized mortgage obligation ("CMO") structure). Asset-backed securities
may be subject to more rapid repayment than their stated maturity date would
indicate as a result of the pass-through of prepayments of principal on the
underlying loans. During periods of declining interest rates, prepayment of
certain types of loans underlying asset-backed securities can be expected to
accelerate. Accordingly, each Fund's ability to maintain positions in these
securities will be affected by reductions in the principal amount of the
securities resulting from prepayments, and the Funds must reinvest the returned
principal at prevailing interest rates, which may be lower. Asset-backed
securities may also be subject to extension risk during periods of rising
interest rates.


     Asset-backed securities entail certain risks not presented by
mortgage-backed securities. The collateral underlying asset-backed securities
may be less effective as security for payments than real estate collateral.
Debtors may have the right to set off certain amounts owed on the credit cards
or other obligations underlying the asset-backed security, or the debt holder
may not have a first (or proper) security interest in all of the obligations
backing the receivable because of the nature of the receivable or state or
federal laws protecting the debtor. Certain collateral may be difficult to
locate in the event of default, and recoveries on depreciated or damaged
collateral may not fully cover payments due on these securities.

     Global Equity Dividend Fund may invest in any type of asset-backed security
if the portfolio manager determines that the security is consistent with the
Fund's investment objective and policies. It is expected that governmental,
government-related, or private entities may create mortgage loan pools and other
mortgage-backed securities offering mortgage pass-through and
mortgage-collateralized investments in addition to those described above. As new
types of mortgage-backed securities are developed and offered to investors,
investments in such new types of mortgage-backed securities may be considered
for the Fund.

     The non-mortgage-related asset-backed securities in which the Funds may
invest include, but are not limited to, interests in pools of receivables, such
as credit card and accounts receivables and motor vehicle and other installment
purchase obligations and leases. Interests in these pools are not backed by the
U.S. government and may or may not be secured.

     The credit characteristics of asset-backed securities differs in a number
of respects from those of traditional debt securities. Asset-backed securities
generally do not have the benefit of a security interest in collateral that is

                                       25


comparable to other debt obligations, and there is a possibility that recoveries
on repossessed collateral may not be available to support payment on these
securities.

Banking Industry Obligations/Short-Term Investments

     Banking industry obligations include certificates of deposit, bankers'
acceptances, and fixed-time deposits. The Funds will not invest in obligations
issued by a bank unless (i) the bank is a U.S. bank and a member of the FDIC and
(ii) the bank has total assets of at least $1 billion (U.S.) or, if not, the
Funds' investment is limited to the FDIC-insured amount of $100,000.

     Bank Certificates of Deposit, Bankers' Acceptances and Time Deposits.
Certificates of deposit are negotiable certificates issued against funds
deposited in a commercial bank for a definite period of time and earning a
specified return. Bankers' acceptances are negotiable drafts or bills of
exchange, normally drawn by an importer or exporter to pay for specific
merchandise, which are "accepted" by a bank, meaning in effect that the bank
unconditionally agrees to pay the face value of the instrument on maturity.
Certificates of deposit and bankers' acceptances acquired by the Funds will be
dollar-denominated obligations of domestic or foreign banks or financial
institutions which at the time of purchase have capital, surplus and undivided
profits in excess of $100 million (including assets of both domestic and foreign
branches), based on latest published reports, or less than $100 million if the
principal amount of such bank obligations are fully insured by the U.S.
government.

     A Fund holding instruments of foreign banks or financial institutions may
be subject to additional investment risks that are different in some respects
from those incurred by a fund which invests only in debt obligations of U.S.
domestic issuers. Domestic banks and foreign banks are subject to different
governmental regulations with respect to the amount and types of loans which may
be made and interest rates which may be charged. In addition, the profitability
of the banking industry depends largely upon the availability and cost of funds
for the purpose of financing lending operations under prevailing money market
conditions. General economic conditions as well as exposure to credit losses
arising from possible financial difficulties of borrowers play an important part
in the operations of the banking industry. Federal and state laws and
regulations require domestic banks to maintain specified levels of reserves,
limited in the amount which they can loan to a single borrower, and subject to
other regulations designed to promote financial soundness. However, such laws
and regulations do not necessarily apply to foreign bank obligations that a Fund
may acquire.


     For foreign banks, there is a possibility that liquidity could be impaired
because of future political and economic developments; the obligations may be
less marketable than comparable obligations of U.S. banks; a foreign
jurisdiction might impose withholding taxes on interest income payable on those
obligations; foreign deposits may be seized or nationalized; foreign
governmental restrictions (such as foreign exchange controls) may be adopted
which might adversely affect the payment of principal and interest on those
obligations; and the selection of those obligations may be more difficult
because there may be less publicly available information concerning foreign
banks. In addition, the accounting, auditing and financial reporting standards,
practices and requirements applicable to foreign banks may differ from those
applicable to U.S. banks. In that connection, foreign banks are not subject to
examination by any U.S. government agency or instrumentality.


     In addition to purchasing certificates of deposit and bankers' acceptances,
to the extent permitted under their respective investment objectives and
policies stated above and in their Prospectuses, the Funds may make
interest-bearing time or other interest-bearing deposits in commercial or
savings banks. Time deposits are non-negotiable deposits maintained at a banking
institution for a specified period of time at a specified interest rate.

     Savings Association Obligations. The Funds may invest in certificates of
deposit (interest-bearing time deposits) issued by savings banks or savings and
loan associations that have capital, surplus and undivided profits in excess of
$100 million, based on latest published reports, or less than $100 million if
the principal amount of such obligations is fully insured by the U.S.
government.

     Commercial Paper, Short-Term Notes and Other Corporate Obligations. The
Funds may invest a portion of their assets in commercial paper and short-term
notes. Commercial paper consists of unsecured promissory notes issued by
corporations. Issues of commercial paper and short-term notes will normally have

                                       26


maturities of less than nine months and fixed rates of return, although such
instruments may have maturities of up to one year.

     Corporate obligations include bonds and notes issued by corporations to
finance longer-term credit needs than supported by commercial paper. While such
obligations generally have maturities of ten years or more, the Funds may
purchase corporate obligations which have remaining maturities of one year or
less from the date of purchase and which are rated "AA" or higher by S&P or "Aa"
or higher by Moody's or a comparable rating agency.

Corporate Debt Securities

     Corporate debt securities include corporate bonds, debentures, notes and
other similar corporate debt instruments, including convertible securities. The
investment return on a corporate debt security reflects interest earnings and
changes in the market value of the security. The market value of a corporate
debt security will generally increase when interest rates decline and decrease
when interest rates rise. There is also the risk that the issuer of a debt
security will be unable to pay interest or principal at the time called for by
the instrument. Investments in corporate debt securities that are rated below
investment grade are described in "High-Yield Securities" below.

     Debt obligations that are deemed investment grade carry a rating of at
least Baa from Moody's or BBB- from S&P's, or a comparable rating from another
rating agency or, if not rated by an agency, are determined by the adviser or
sub-adviser to be of comparable quality. Bonds rated Baa or BBB- have
speculative characteristics and changes in economic circumstances are more
likely to lead to a weakened capacity to make interest and principal payments
than higher rated bonds.

Credit-Linked Notes

     A credit-linked note ("CLN") is generally issued by one party with a credit
option, or risk, linked to a second party. The embedded credit option allows the
first party to shift a specific credit risk to the CLN holder, or a Fund in this
case. The CLN is issued by a trust, a special purpose vehicle, collateralized by
AAA-rated securities. Because of its high ratings, a CLN may be purchased by a
Fund in accordance with the Fund's investment objective. The CLN's price or
coupon is linked to the performance of the reference asset of the second party.
Generally, the CLN holder receives either fixed or floating coupon rate during
the life of the CLN and par at maturity. The cash flows are dependent on
specified credit-related events. Should the second party default or declare
bankruptcy, the CLN holder will receive an amount equivalent to the recovery
rate. The CLN holder bears the risk of default by the second party and any
unforeseen movements in the reference asset, which could lead to loss of
principal and receipt of interest payments. In return for these risks, the CLN
holder receives a higher yield. As with most derivative investments, valuation
of a CLN is difficult due to the complexity of the security (i.e., the embedded
option is not easily priced). The Funds cannot assure that they can implement a
successful strategy regarding this type of investment.

Floating or Variable Rate Instruments

     Floating or variable rate bonds normally provide that the holder can demand
payment of the obligation on short notice at par with accrued interest. Such
bonds are frequently secured by letters of credit or other credit support
arrangements provided by banks. Floating or variable rate instruments provide
for adjustments in the interest rate at specified intervals (weekly, monthly,
semiannually, etc.). A Fund would anticipate using these bonds as cash
equivalents, pending longer term investment of its funds. Other longer term
fixed-rate bonds, with a right of the holder to request redemption at certain
times (often annually, after the lapse of an intermediate term), may also be
purchased by a Fund. These bonds are more defensive than conventional long-term
bonds (protecting to some degree against a rise in interest rates), while
providing greater opportunity than comparable intermediate term bonds since a
Fund may retain the bond if interest rates decline. By acquiring these kinds of
bonds, a Fund obtains the contractual right to require the issuer of the
security, or some other person (other than a broker or dealer), to purchase the
security at an agreed upon price, which right is contained in the obligation
itself rather than in a separate agreement with the seller or some other person.

Guaranteed Investment Contracts

                                       27



     Guaranteed Investment Contracts ("GICs") are issued by insurance companies.
Pursuant to such contracts, a Fund makes cash contributions to a deposit fund of
the insurance company's general account. The insurance company then credits to
that Fund on a monthly basis guaranteed interest, which is based on an index.
The GICs provide that this guaranteed interest will not be less than a certain
minimum rate. The insurance company may assess periodic charges against a GIC
for expense and service costs allocable to it, and the charges will be deducted
from the value of the deposit fund. In addition, because a Fund may not receive
the principal amount of a GIC from the insurance company on seven days' notice
or less, the GIC is considered an illiquid investment, and, together with other
instruments invested in by the Fund which are not readily marketable, will not
exceed 15% of the Fund's net assets. The term of a GIC will be one year or less.
In determining average weighted portfolio maturity, a GIC will be deemed to have
a maturity equal to the period of time remaining until the next readjustment of
the guaranteed interest rate.


Government Trust Certificates


     Government Trust Certificates represent an interest in a government trust,
the property of which consists of (i) a promissory note of a foreign government
no less than 90% of which is backed by the full faith and credit guaranty issued
by the federal government of the United States (issued pursuant to Title III of
the Foreign Operations, Export, Financing and Related Borrowers Programs
Appropriations Act of 1998) and (ii) a security interest in obligations of the
U.S. Treasury backed by the full faith and credit of the United States
sufficient to support the remaining balance (no more than 10%) of all payments
of principal and interest on such promissory note; provided that such
obligations shall not be rated less than AAA or less than Aaa by a nationally
recognized statistical rating organization ("NRSRO").


Government National Mortgage Association Certificates

     Certificates issued by the Government National Mortgage Association
("GNMA") evidence an undivided interest in a pool of mortgage loans. GNMA
Certificates differ from bonds, in that principal is paid back monthly as
payments of principal, including prepayments, on the mortgages in the underlying
pool are passed through to holders of GNMA Certificates representing interests
in the pool, rather than returned in a lump sum at maturity. The GNMA
Certificates that the Funds may purchase are the "modified pass-through" type.

     GNMA Guarantee. The National Housing Act authorizes GNMA to guarantee the
timely payment of principal and interest on securities backed by a pool of
mortgages insured by the Federal Housing Administration ("FHA") or the Farmers'
Home Administration ("FMHA") or guaranteed by the Veterans Administration
("VA"). GNMA is also empowered to borrow without limitation from the U.S.
Treasury, if necessary, to make payments required under its guarantee.

     Life of GNMA Certificates. The average life of a GNMA Certificate is likely
to be substantially less than the stated maturity of the mortgages underlying
the securities. Prepayments of principal by mortgagors and mortgage foreclosures
will usually result in the return of the greater part of principal investment
long before the maturity of the mortgages in the pool. Foreclosures impose no
risk of loss of the principal balance of a Certificate, because of the GNMA
guarantee, but foreclosure may impact the yield to shareholders because of the
need to reinvest proceeds of foreclosure. As prepayment rates of individual
mortgage pools vary widely, it is not possible to predict accurately the average
life of a particular issue of GNMA Certificates. However, statistics published
by the FHA indicate that the average life of single family dwelling mortgages
with 25 to 30-year maturities, the type of mortgages backing the vast majority
of GNMA Certificates, is approximately 12 years. Prepayments are likely to
increase in periods of falling interest rates. It is customary to treat GNMA
Certificates as 30-year mortgage-backed securities that prepay fully in the
twelfth year.

     Yield Characteristics of GNMA Certificates. The coupon rate of interest of
GNMA Certificates is lower than the interest rate paid on the VA-guaranteed or
FHA-insured mortgages underlying the certificates, by the amount of the fees
paid to GNMA and the issuer. The coupon rate by itself, however, does not
indicate the yield that will be earned on GNMA Certificates. First, GNMA
Certificates may be issued at a premium or discount rather

                                       28


than at par, and, after issuance, GNMA Certificates may trade in the secondary
market at a premium or discount. Second, interest is earned monthly, rather than
semi-annually as with traditional bonds; monthly compounding raises the
effective yield earned. Finally, the actual yield of a GNMA Certificate is
influenced by the prepayment experience of the mortgage pool underlying it. For
example, if interest rates decline, prepayments may occur faster than had been
originally projected and the yield to maturity and the investment income of a
Fund would be reduced.

High-Yield Securities

     High-yield securities are debt securities that are rated lower than "Baa3"
by Moody's or "BBB-" by S&P's, or of comparable quality if unrated.

     High-yield securities often are referred to as "junk bonds" and include
certain corporate debt obligations, higher yielding preferred stock and
mortgage-related securities, and securities convertible into the foregoing.
Investments in high-yield securities generally provide greater income and
increased opportunity for capital appreciation than investments in higher
quality debt securities, but they also typically entail greater potential price
volatility and principal and income risk.

     High-yield securities are not considered to be investment grade. They are
regarded as predominantly speculative with respect to the issuing company's
continuing ability to meet principal and interest payments. Also, their yields
and market values tend to fluctuate more than higher-rated securities.
Fluctuations in value do not affect the cash income from the securities, but are
reflected in a Fund's net asset value ("NAV"). The greater risks and
fluctuations in yield and value occur, in part, because investors generally
perceive issuers of lower-rated and unrated securities to be less creditworthy.

     The yields earned on high-yield securities generally are related to the
quality ratings assigned by recognized rating agencies. The following are
excerpts from Moody's description of its bond ratings: Ba -- judged to have
speculative elements; their future cannot be considered as well assured. B --
generally lack characteristics of a desirable investment. Caa -- are of poor
standing; such issues may be in default or there may be present elements of
danger with respect to principal or interest. Ca -- speculative in a high
degree; often in default. C -- lowest rate class of bonds; regarded as having
extremely poor prospects. Moody's also applies numerical indicators 1, 2 and 3
to rating categories. The modifier 1 indicates that the security is in the
higher end of its rating category; 2 indicates a mid-range ranking; and 3
indicates a ranking towards the lower end of the category. The following are
excerpts from S&P's description of its bond ratings: BB, B, CCC, CC, C --
predominantly speculative with respect to capacity to pay interest and repay
principal in accordance with terms of the obligation; BB indicates the lowest
degree of speculation and C the highest. D -- in payment default. S&P applies
indicators "+," no character, and "-" to its rating categories. The indicators
show relative standing within the major rating categories.

     Certain securities held by a Fund may permit the issuer at its option to
call, or redeem, its securities. If an issuer were to redeem securities held by
a Fund during a time of declining interest rates, the Fund may not be able to
reinvest the proceeds in securities providing the same investment return as the
securities redeemed.

Risks Associated with High-Yield Securities

     The medium- to lower-rated and unrated securities in which the Funds invest
tend to offer higher yields than those of other securities with the same
maturities because of the additional risks associated with them. These risks
include:

     High-Yield Bond Market. A severe economic downturn or increase in interest
rates might increase defaults in high-yield securities issued by highly
leveraged companies. An increase in the number of defaults could adversely
affect the value of all outstanding high-yield securities, thus disrupting the
market for such securities.

     Sensitivity to Interest Rate and Economic Changes. High-yield securities
are more sensitive to adverse economic changes or individual corporate
developments but generally less sensitive to interest rate changes than are
Treasury or investment grade bonds. As a result, when interest rates rise,
causing bond prices to fall, the value of

                                       29


high-yield bonds tend not to fall as much as Treasury or investment grade
corporate bonds. Conversely when interest rates fall, high-yield bonds tend to
underperform Treasury and investment grade corporate bonds because high-yield
bond prices tend not to rise as much as the prices of these bonds.


     The financial stress resulting from an economic downturn or adverse
corporate developments could have a greater negative effect on the ability of
issuers of high-yield securities to service their principal and interest
payments, to meet projected business goals and to obtain additional financing
than on more creditworthy issuers. Holders of high-yield securities could also
be at greater risk because high-yield securities are generally unsecured and
subordinate to senior debt holders and secured creditors. If the issuer of a
high-yield security owned by the Funds defaults, the Funds may incur additional
expenses to seek recovery. In addition, periods of economic uncertainty and
changes can be expected to result in increased volatility of market prices of
high-yield securities and the Funds' NAV. Furthermore, in the case of high-yield
securities structured as zero coupon or pay-in-kind securities, their market
prices are affected to a greater extent by interest rate changes and thereby
tend to be more speculative and volatile than securities which pay interest
periodically in cash.


     Payment Expectations. High-yield securities present risks based on payment
expectations. For example, high-yield securities may contain redemption or call
provisions. If an issuer exercises these provisions in a declining interest rate
market, the Funds may have to replace the security with a lower yielding
security, resulting in a decreased return for investors. Also, the value of
high-yield securities may decrease in a rising interest rate market. In
addition, there is a higher risk of non-payment of interest and/or principal by
issuers of high-yield securities than in the case of investment grade bonds.

     Liquidity and Valuation Risks. Lower-rated bonds are typically traded among
a smaller number of broker-dealers rather than in a broad secondary market.
Purchasers of high-yield securities tend to be institutions, rather than
individuals, a factor that further limits the secondary market. To the extent
that no established retail secondary market exists, many high-yield securities
may not be as liquid as Treasury and investment grade bonds. The ability of a
Fund's Board to value or sell high-yield securities will be adversely affected
to the extent that such securities are thinly traded or illiquid. Adverse
publicity and investor perceptions, whether or not based on fundamental
analysis, may decrease the values and liquidity of high-yield securities more
than other securities, especially in a thinly-traded market. To the extent the
Funds own illiquid or restricted high-yield securities, these securities may
involve special registration responsibilities, liabilities and costs, and
liquidity and valuation difficulties. At times of less liquidity, it may be more
difficult to value high-yield securities because this valuation may require more
research, and elements of judgment may play a greater role in the valuation
since there is less reliable, objective data available.

     Taxation. Special tax considerations are associated with investing in
high-yield securities structured as zero coupon or pay-in-kind securities. The
Funds report the interest on these securities as income even though it receives
no cash interest until the security's maturity or payment date.

     Limitations of Credit Ratings. The credit ratings assigned to high-yield
securities may not accurately reflect the true risks of an investment. Credit
ratings typically evaluate the safety of principal and interest payments, rather
than the market value risk of high-yield securities. In addition, credit
agencies may fail to adjust credit ratings to reflect rapid changes in economic
or company conditions that affect a security's market value. Although the
ratings of recognized rating services such as Moody's and S&P are considered,
the adviser or sub-adviser primarily relies on its own credit analysis, which
includes a study of existing debt, capital structure, ability to service debts
and to pay dividends, the issuer's sensitivity to economic conditions, its
operating history and the current trend of earnings. Thus, the achievement of
the Funds' investment objective may be more dependent on the adviser's or
sub-adviser's own credit analysis than might be the case for a fund which
invests in higher quality bonds. The adviser or sub-adviser continually monitors
the investments in the Funds' portfolio and carefully evaluates whether to
dispose of or retain high-yield securities whose credit ratings have changed.
The Funds may retain a security whose rating has been changed.

Mortgage-Related Securities

                                       30


     Mortgage-related securities include U.S. government agency mortgage-backed
securities issued or guaranteed by the U.S. government or one of its agencies or
instrumentalities, including the GNMA, Federal National Mortgage Association
("FNMA") and the Federal Home Loan Mortgage Corporation ("FHLMC"). These
instruments might be considered derivatives. The primary risks associated with
these instruments is the risk that their value will change with changes in
interest rates and prepayment risk. "See, U.S. Government Securities" below.

     One type of mortgage-related security includes certificates that represent
pools of mortgage loans assembled for sale to investors by various governmental
and private organizations. These securities provide a monthly payment, which
consists of both an interest and a principal payment that is in effect a
"pass-through" of the monthly payment made by each individual borrower on his or
her residential mortgage loan, net of any fees paid to the issuer or guarantor
of such securities. Additional payments are caused by repayments of principal
resulting from the sale of the underlying residential property, refinancing, or
foreclosure, net of fees or costs that may be incurred.

     "Pass-through" certificates, such as those issued by GNMA, entitle the
holder to receive all interest and principal payments owed on the mortgage pool,
net of certain fees, regardless of whether the mortgagor actually makes the
payment. A major governmental guarantor of pass-through certificates is GNMA.
GNMA guarantees, with the full faith and credit of the U.S. government, the
timely payments of principal and interest on securities issued by institutions
approved by GNMA (such as savings and loan institutions, commercial banks and
mortgage bankers). Certificates issued by GNMA are backed by pools of
FHA-insured or VA-guaranteed mortgages. Other governmental guarantors include
FNMA and FHLMC (though these certificates are not backed by the full faith and
credit of the U.S. government). FNMA purchases residential mortgages from a list
of approved seller/services that include state and federally chartered savings
and loan associations, mutual saving banks, commercial banks, credit unions and
mortgage bankers.

     The prices of high coupon U.S. government Agency mortgage-backed securities
do not tend to rise as rapidly as those of traditional fixed-rate securities at
times when interest rates are decreasing, and tend to decline more slowly at
times when interest rates are increasing.

     Certain Funds may also purchase mortgage-backed securities issued by
commercial banks, savings and loan institutions, private mortgage insurance
companies, mortgage bankers and other secondary market issuers that also create
pass-through pools of conventional residential mortgage loans. Such issuers may
in addition be the originators of the underlying mortgage loans as well as the
guarantors of the pass-through certificates. Pools created by such
non-governmental issuers generally offer a higher rate of return than
governmental pools because there are no direct or indirect governmental
guarantees of payments in the former pools. However, timely payment of interest
and principal of these pools may be supported by various forms of insurance or
guarantees, including individual loan, title, pool and hazard insurance. The
insurance and guarantees are issued by government entities, private insurers and
the mortgage poolers.

     It is expected that governmental or private entities may create mortgage
loan pools offering pass-through investments in addition to those described
above. As new types of pass-through securities are developed and offered to
investors, the Adviser or Sub-Adviser may, consistent with the Funds' investment
objectives, policies and restrictions, consider making investments in such new
types of securities.

     Other types of mortgage-related securities in which the Funds may invest
include debt securities that are secured, directly or indirectly, by mortgages
on commercial real estate or residential rental properties, or by first liens on
residential manufactured homes (as defined in section 603(6) of the National
Manufactured Housing Construction and Safety Standards Act of 1974), whether
such manufactured homes are considered real or personal property under the laws
of the states in which they are located. Securities in this investment category
include, among others, standard mortgage-backed bonds and newer CMOs.
Mortgage-backed bonds are secured by pools of mortgages, but unlike pass-through
securities, payments to bondholders are not determined by payments on the
mortgages. The bonds consist of a single class, with interest payable
periodically and principal payable on the stated date of maturity. CMOs have
characteristics of both pass-through securities and mortgage-backed bonds.

                                       31


CMOs are secured by pools of mortgages, typically in the form of "guaranteed"
pass-through certificates such as GNMA, FNMA, or FHLMC securities. The payments
on the collateral securities determine the payments to bondholders, but there is
not a direct "pass-through" of payments. CMOs are structured into multiple
classes, each bearing a different date of maturity. Monthly payments of
principal received from the pool of underlying mortgages, including prepayments,
is first returned to investors holding the shortest maturity class. Investors
holding the longest maturity class receive principal only after the shorter
maturity classes have been retired.

     CMOs are issued by entities that operate under order from the SEC exempting
such issuers from the provisions of the 1940 Act. Until recently, the staff of
the SEC had taken the position that such issuers were investment companies and
that, accordingly, an investment by an investment company (such as the Funds) in
the securities of such issuers was subject to the limitations imposed by Section
12 of the 1940 Act. However, in reliance on SEC staff interpretations, certain
Funds may invest in securities issued by certain "exempted issuers" without
regard to the limitations of Section 12 of the 1940 Act. In its interpretation,
the SEC staff defined "exempted issuers" as unmanaged, fixed asset issuers that:
(a) invest primarily in mortgage-backed securities; (b) do not issue redeemable
securities as defined in Section 2(a)(32) of the 1940 Act; (c) operate under the
general exemptive orders exempting them from all provisions of the 1940 Act; and
(d) are not registered or regulated under the 1940 Act as investment companies.

Privately Issued CMOs

     Privately Issued CMOs are arrangements in which the underlying mortgages
are held by the issuer, which then issues debt collateralized by the underlying
mortgage assets. Such securities may be backed by mortgage insurance, letters of
credit or other credit enhancing features. They are, however, not guaranteed by
any government agency and are secured by the collateral held by the issuer.
Privately Issued CMOs are subject to prepayment risk due to the possibility that
prepayments on the underlying assets will alter the cash flow.

Interest/Principal Only Stripped Mortgage-Backed Securities

     Stripped mortgage-backed securities ("SMBS") are derivative multi-class
mortgage securities. SMBS may be issued by agencies or instrumentalities of the
U.S. government, or by private originators of, or investors in, mortgage loans,
including savings and loan associations, mortgage banks, commercial banks,
investment banks and special purpose subsidiaries of the foregoing.

     SMBS are structured with two or more classes of securities that receive
different proportions of the interest and principal distributions on a pool of
mortgage assets. A common type of SMBS will have at least one class receiving
only a small portion of the interest and a larger portion of the principal from
the mortgage assets, while the other classes will receive primarily interest and
only a small portion of the principal. In the most extreme case, one class will
receive all of the interest (the Interest-Only or "IO" class), while the other
class will receive all of the principal (the Principal-Only or "PO" class). The
yield to maturity on an IO class is extremely sensitive to the rate of principal
payments (including prepayments) on the related underlying mortgage assets, and
a rapid rate of principal payments may have a material adverse effect on such
security's yield to maturity. If the underlying mortgage assets experience
greater than anticipated prepayments of principal, a Fund may fail to recoup
fully its initial investment in these securities. The determination of whether a
particular government-issued IO or PO backed by fixed-rate mortgages is liquid
is made by the Adviser or a Sub-Adviser under guidelines and standards
established by a Fund's Board. Such a security may be deemed liquid if it can be
disposed of promptly in the ordinary course of business at a value reasonably
close to that used in the calculation of NAV per share.

Risks of Investing in Mortgage-Related Securities

     Investments in mortgage-related securities involve certain risks. In
periods of declining interest rates, prices of fixed income securities tend to
rise. However, during such periods, the rate of prepayment of mortgages tends to
increase, with the result that such prepayments must be reinvested by the issuer
at lower rates. The rate of prepayments on underlying mortgages will affect the
price and volatility of a mortgage-related security, and may have the effect of
shortening or extending the effective maturity of the security beyond what was
anticipated at the

                                       32


time of the purchase. Unanticipated rates of prepayment on underlying mortgages
can be expected to increase the volatility of such securities. In addition, the
value of these securities may fluctuate in response to the market's perception
of the creditworthiness of the issuers of mortgage-related securities owned by a
Fund. Because investments in mortgage-related securities are interest rate
sensitive, the ability of the issuer to reinvest favorably in underlying
mortgages may be limited by government regulation or tax policy. For example,
action by the Board of Governors of the Federal Reserve System to limit the
growth of the nation's money supply may cause interest rates to rise and thereby
reduce the volume of new residential mortgages. Additionally, although mortgages
and mortgage-related securities are generally supported by some form of
government or private guarantees and/or insurance, there is no assurance that
private guarantors or insurers will be able to meet their obligations. Further,
SMBs are likely to experience greater price volatility than other types of
mortgage securities. The yield to maturity on the interest only class is
extremely sensitive, both to changes in prevailing interest rates and to the
rate of principal payments (including prepayments) on the underlying mortgage
assets. Similarly, the yield to maturity on CMO residuals is extremely sensitive
to prepayments on the related underlying mortgage assets. In addition, if a
series of a CMO includes a class that bears interest at an adjustable rate, the
yield to maturity on the related CMO residual will also be extremely sensitive
to changes in the level of the index upon which interest rate adjustments are
made. A Fund could fail to fully recover its initial investment in a CMO
residual or a stripped mortgage-backed security.

Municipal Securities


     Municipal securities are debt obligations issued by state and local
governments, territories and possessions of the United States, regional
government authorities, and their agencies and instrumentalities ("municipal
securities"). Municipal securities include both notes (which have maturities of
less than one year) and bonds (which have maturities of one year or more) that
bear fixed or variable rates of interest.


     In general, municipal securities debt obligations are issued to obtain
funds for a variety of public purposes, such as the construction, repair, or
improvement of public facilities including airports, bridges, housing,
hospitals, mass transportation, schools, streets, water and sewer works.
Municipal securities may be issued to refinance outstanding obligations as well
as to raise funds for general operating expenses and lending to other public
institutions and facilities.

     The two principal classifications of municipal securities are "general
obligation" securities and "revenue" securities. General obligation securities
are secured by the issuer's pledge of its full faith, credit, and taxing power
for the payment of principal and interest. Characteristics and methods of
enforcement of general obligation bonds vary according to the law applicable to
a particular issuer, and the taxes that can be levied for the payment of debt
securities may be limited or unlimited as to rates or amounts of special
assessments. Revenue securities are payable only from the revenues derived from
a particular facility, a class of facilities or, in some cases, from the
proceeds of a special excise tax. Revenue bonds are issued to finance a wide
variety of capital projects including: electric, gas, water and sewer systems;
highways, bridges and tunnels; port and airport facilities; colleges and
universities; and hospitals. Although the principal security behind these bonds
may vary, many provide additional security in the form of a debt service reserve
fund the assets of which may be used to make principal and interest payments on
the issuer's obligations. Housing finance authorities have a wide range of
security, including partially or fully insured mortgages, rent subsidized and
collateralized mortgages, and the net revenues from housing or other public
projects. Some authorities are provided further security in the form of a
state's assistance (although without obligation) to make up deficiencies in the
debt service reserve fund.

     Insured municipal debt may also be purchased, in which scheduled payments
of interest and principal are guaranteed by a private, non-governmental or
governmental insurance company. The insurance does not guarantee the market
value of the municipal debt or the value of the shares of a Fund.

     Securities of issuers of municipal obligations are subject to the
provisions of bankruptcy, insolvency and other laws affecting the rights and
remedies of creditors, such as the Bankruptcy Reform Act of 1978. In addition,
the obligations of such issuers may become subject to laws enacted in the future
by Congress, state legislatures or

                                       33


referenda extending the time for payment of principal or interest, or imposing
other constraints upon enforcement of such obligations or upon the ability of
municipalities to levy taxes. Furthermore, as a result of legislation or other
conditions, the power or ability of any issuer to pay, when due, the principal
of and interest on its municipal obligations may be materially affected.


     Municipal Lease Obligations and Certificates of Participation - Municipal
lease obligations are lease obligations or installment purchase contract
obligations of municipal authorities or entities ("municipal lease
obligations"). Although lease obligations do not constitute general obligations
of the municipality for which its taxing power is pledged, a lease obligation is
ordinarily backed by the municipality's covenant to budget for, appropriate and
make the payment due under the lease obligation. A Fund may also purchase
"certificates of participation," which are securities issued by a particular
municipality or municipal authority to evidence a proportionate interest in base
rental or lease payments relating to a specific project to be made by the
municipality, agency or authority. However, certain lease obligations contain
"non-appropriation" clauses which provide that the municipality has no
obligation to make lease or installment purchase payments in any year unless
money is appropriated for such purpose for such year. Although
"non-appropriation" lease obligations are secured by the leased property,
disposition of the property in the event of default and foreclosure might prove
difficult. In addition, these securities represent a relatively new type of
financing, and certain lease obligations may therefore be considered to be
illiquid securities.


     The Funds will attempt to minimize the special risks inherent in municipal
lease obligations and certificates of participation by purchasing only lease
obligations which meet the following criteria: (1) rated A or better by at least
one nationally recognized securities rating organization; (2) secured by
payments from a governmental lessee which has actively traded debt obligations;
(3) determined by the Adviser or Sub-Adviser to be critical to the lessee's
ability to deliver essential services; and (4) contain legal features which the
Adviser or Sub-Adviser deems appropriate, such as covenants to make lease
payments without the right of offset or counterclaim, requirements for insurance
policies, and adequate debt service reserve funds.

Subordinated Mortgage Securities

     Subordinated mortgage securities have certain characteristics and certain
associated risks. In general, the subordinated mortgage securities in which the
Funds may invest consist of a series of certificates issued in multiple classes
with a stated maturity or final distribution date. One or more classes of each
series may be entitled to receive distributions allocable only to principal,
principal prepayments, interest or any combination thereof prior to one or more
other classes, or only after the occurrence of certain events, and may be
subordinated in the right to receive such distributions on such certificates to
one or more senior classes of certificates. The rights associated with each
class of certificates are set forth in the applicable pooling and servicing
agreement, form of certificate and offering documents for the certificates.

     The subordination terms are usually designed to decrease the likelihood
that the holders of senior certificates will experience losses or delays in the
receipt of their distributions and to increase the likelihood that the senior
certificate holders will receive aggregate distributions of principal and
interest in the amounts anticipated. Generally, pursuant to such subordination
terms, distributions arising out of scheduled principal, principal prepayments,
interest or any combination thereof that otherwise would be payable to one or
more other classes of certificates of such series (i.e., the subordinated
certificates) are paid instead to holders of the senior certificates. Delays in
receipt of scheduled payments on mortgage loans and losses on defaulted mortgage
loans are typically borne first by the various classes of subordinated
certificates and then by the holders of senior certificates.

     In some cases, the aggregate losses in respect of defaulted mortgage loans
that must be borne by the subordinated certificates and the amount of the
distributions otherwise distributable on the subordinated certificates that
would, under certain circumstances, be distributable to senior certificate
holders may be limited to a specified amount. All or any portion of
distributions otherwise payable to holders of subordinated certificates may, in
certain circumstances, be deposited into one or more reserve accounts for the
benefit of the senior certificate holders. Since a greater risk of loss is borne
by the subordinated certificate holders, such certificates generally have a
higher stated yield than the senior certificates.

                                       34


     A series of certificates may consist of one or more classes as to which
distributions allocable to principal will be allocated. The method by which the
amount of principal to be distributed on the certificates on each distribution
date is calculated and the manner in which such amount could be allocated among
classes varies and could be affected pursuant to a fixed schedule, in relation
to the occurrence of certain events or otherwise. Special distributions are also
possible if distributions are received with respect to the mortgage assets, such
as is the case when underlying mortgage loans are prepaid.

     A mortgage-related security that is senior to a subordinated residential
mortgage security will not bear a loss resulting from the occurrence of a
default on an underlying mortgage until all credit enhancements protecting such
senior holder is exhausted. For example, the senior holder will only suffer a
credit loss after all subordinated interests have been exhausted pursuant to the
terms of the subordinated residential mortgage security. The primary credit risk
to the Funds by investing in subordinated residential mortgage securities is
potential losses resulting from defaults by the borrowers under the underlying
mortgages. The Funds would generally realize such a loss in connection with a
subordinated residential mortgage security only if the subsequent foreclosure
sale of the property securing a mortgage loan does not produce an amount at
least equal to the sum of the unpaid principal balance of the loan as of the
date the borrower went into default, the interest that was not paid during the
foreclosure period and all foreclosure expenses.

     The adviser or sub-adviser will seek to limit the risks presented by
subordinated residential mortgage securities by reviewing and analyzing the
characteristics of the mortgage loans that underlie the pool of mortgages
securing both the senior and subordinated residential mortgage securities. The
adviser or sub-adviser has developed a set of guidelines to assist in the
analysis of the mortgage loans underlying subordinated residential mortgage
securities. Each pool purchase is reviewed against the guidelines. The Funds
seek opportunities to acquire subordinated residential mortgage securities when,
in the view of the adviser or sub-adviser, the potential for a higher yield on
such instruments outweighs any additional risk presented by the instruments. The
adviser or sub-adviser will seek to increase yield to shareholders by taking
advantage of perceived inefficiencies in the market for subordinated residential
mortgage securities.


Tax-Exempt Industrial Development and Pollution Control Bonds


     These are revenue bonds and generally are not payable from the unrestricted
revenues of an issuer. They are issued by or on behalf of public authorities to
raise money to finance privately operated facilities for business,
manufacturing, housing, sport complexes, and pollution control. Consequently,
the credit quality of these securities is dependent upon the ability of the user
of the facilities financed by the bonds and any guarantor to meet its financial
obligations.

U.S. Government Securities


     Investments in U.S. government securities include instruments issued by the
U.S. Treasury, such as bills, notes and bonds. These instruments are direct
obligations of the U.S. government and, as such, are backed by the full faith
and credit of the United States. They differ primarily in their interest rates,
the lengths of their maturities and the dates of their issuances. In addition,
U.S. government securities include securities issued by instrumentalities of the
U.S. government, such as the GNMA, which are also backed by the full faith and
credit of the United States. Also included in the category of U.S. government
securities are instruments issued by instrumentalities established or sponsored
by the U.S. government, such as the Student Loan Marketing Association, the FNMA
and the FHLMC. While these securities are issued, in general, under the
authority of an Act of Congress, the U.S. government is not obligated to provide
financial support to the issuing instrumentalities, although under certain
conditions certain of these authorities may borrow from the U.S. Treasury. In
the case of securities not backed by the full faith and credit of the United
States, the investor must look principally to the agency or instrumentality
issuing or guaranteeing the obligation for ultimate repayment, and may not be
able to assert a claim against the United States itself in the event the agency
or instrumentality does not meet its commitment. Each Fund will invest in
securities of such agencies or instrumentalities only when the adviser or
sub-adviser is satisfied that the credit risk with respect to any
instrumentality is comparable to the credit risk of U.S. government securities
backed by the full faith and credit of the United States.


Zero Coupon and Pay-In-Kind Securities

                                       35


     Zero coupon and deferred interest securities are debt obligations that do
not entitle the holder to any periodic payment of interest prior to maturity or
a specified date when the securities begin paying current interest ("cash
payment date") and therefore are issued and traded at a discount from their face
amounts or par value. The discount varies, depending on the time remaining until
maturity or cash payment date, prevailing interest rates, liquidity of the
security and the perceived credit quality of the issuer. The discount, in the
absence of financial difficulties of the issuer, decreases as the final maturity
or cash payment date of the security approaches. The market prices of zero
coupon and delayed interest securities generally are more volatile than the
market prices of securities that pay interest periodically and are likely to
respond to changes in interest rates to a greater degree than do non-zero coupon
securities having similar maturities and credit quality. Current federal income
tax law requires holders of zero coupon securities to report as interest income
each year the portion of the original issue discount on such securities (other
than tax-exempt original issue discount from a zero coupon security) that
accrues that year, even though the holders receive no cash payments of interest
during the year.

     Pay-in-kind securities are securities that pay interest or dividends
through the issuance of additional securities. A Fund will be required to report
as income annual inclusions of original issue discount over the life of such
securities as if it were paid on a current basis, although no cash interest or
dividend payments are received by the Funds until the cash payment date or the
securities mature. Under certain circumstances, the Funds could also be required
to include accrued market discount or capital gain with respect to its
pay-in-kind securities.

     The risks associated with lower rated debt securities apply to these
securities. Zero coupon and pay-in-kind securities are also subject to the risk
that in the event of a default, the Fund may realize no return on its
investment, because these securities do not pay cash interest.

OTHER INVESTMENTS

Derivatives

     Generally, derivatives can be characterized as financial instruments whose
performance is derived, at least in part, from the performance of an underlying
asset or assets. Types of derivatives include options, futures contracts,
options on futures and forward contracts. Derivative instruments may be used for
a variety of reasons, including to enhance return, hedge certain market risks,
or provide a substitute for purchasing or selling particular securities.
Derivatives may provide a cheaper, quicker or more specifically focused way for
the Funds to invest than "traditional" securities would.

     Derivatives can be volatile and involve various types and degrees of risk,
depending upon the characteristics of the particular derivative and the
portfolio as a whole. Derivatives permit a Fund to increase or decrease the
level of risk, or change the character of the risk, to which its portfolio is
exposed in much the same way as a Fund can increase or decrease the level of
risk, or change the character of the risk, of its portfolio by making
investments in specific securities.

                                       36


     Derivatives may be purchased on established exchanges or through privately
negotiated transactions referred to as over-the-counter derivatives.
Exchange-traded derivatives generally are guaranteed by the clearing agency,
which is the issuer or counterparty to such derivatives. This guarantee usually
is supported by a daily payment system (i.e., margin requirements) operated by
the clearing agency in order to reduce overall credit risk. As a result, unless
the clearing agency defaults, there is relatively little counterparty credit
risk associated with derivatives purchased on an exchange. By contrast, no
clearing agency guarantees over-the-counter derivatives. Therefore, each party
to an over-the-counter derivative bears the risk that the counterparty will
default. Accordingly, the Funds will consider the creditworthiness of
counterparties to over-the-counter derivatives in the same manner, as they would
review the credit quality of a security to be purchased by the Funds.
Over-the-counter derivatives are less liquid than exchange-traded derivatives
since the other party to the transaction may be the only investor with
sufficient understanding of the derivative to be interested in bidding for it.

     The value of some derivative instruments in which a Fund invests may be
particularly sensitive to changes in prevailing interest rates, and, like the
other investments of a Fund, the ability of a Fund to successfully utilize these
instruments may depend in part upon the ability of the sub-adviser to forecast
interest rates and other economic factors correctly. If the adviser or a
sub-adviser incorrectly forecasts such factors and has taken positions in
derivative instruments contrary to prevailing market trends, the Fund could be
exposed to the risk of loss.

     The Funds might not employ any of the strategies described below, and no
assurance can be given that any strategy used will succeed. If the adviser or a
sub-adviser incorrectly forecasts interest rates, market values or other
economic factors in utilizing a derivatives strategy for the Funds, the Funds
might have been in a better position if it had not entered into the transaction
at all. Also, suitable derivative transactions may not be available in all
circumstances. The use of these strategies involves certain special risks,
including a possible imperfect correlation, or even no correlation, between
price movements of derivative instruments and price movements of related
investments. While some strategies involving derivative instruments can reduce
the risk of loss, they can also reduce the opportunity for gain or even result
in losses by offsetting favorable price movements in related investments or
otherwise, due to the possible inability of the Funds to purchase or sell a
portfolio security at a time that otherwise would be favorable or the possible
need to sell a portfolio security at a disadvantageous time because the Fund is
required to maintain asset coverage or offsetting positions in connection with
transactions in derivative instruments, and the possible inability of the Funds
to close out or to liquidate its derivatives positions. In addition, a Fund's
use of such instruments may cause the Fund to realize higher amounts of
short-term capital gains (generally taxed at ordinary income tax rates) than if
it had not used such instruments.

Dealer Options

     Dealer options are options negotiated individually through dealers rather
than traded on an exchange. Certain risks are specific to dealer options. While
the Funds might look to a clearing corporation to exercise exchange-traded
options, if a Fund purchases a dealer option it must rely on the selling dealer
to perform if the Fund exercises the option. Failure by the dealer to do so
would result in the loss of the premium paid by the Fund as well as loss of the
expected benefit of the transaction.

     Exchange-traded options generally have a continuous liquid market while
dealer options may not. Consequently, a Fund can realize the value of a dealer
option it has purchased only by exercising or reselling the option to the
issuing dealer. Similarly, when a Fund writes a dealer option, the Fund can
close out the option prior to its expiration only by entering into a closing
purchase transaction with the dealer. While each Fund seeks to enter into dealer
options only with dealers who will agree to and can enter into closing
transactions with the Fund, no assurance exists that a Fund will at any time be
able to liquidate a dealer option at a favorable price at any time prior to
expiration. Unless the Fund, as a covered dealer call option writer, can effect
a closing purchase transaction, it will not be able to liquidate securities (or
other assets) used as cover until the option expires or is exercised. In the
event of insolvency of the other party, the Fund may be unable to liquidate a
dealer option. With respect to options written by the Fund, the inability to
enter into a closing transaction may result in material losses to the Fund. For
example, because a Fund must maintain a secured position with respect to any
call option on a security it writes, the Fund may not sell the assets, which it
has segregated to secure the position while it is obligated under the option.

                                       37


This requirement may impair the Fund's ability to sell portfolio securities at a
time when such sale might be advantageous.

     The staff of the SEC takes the position that purchased dealer options are
illiquid securities. A Fund may treat the cover used for written dealer options
as liquid if the dealer agrees that the Fund may repurchase the dealer option it
has written for a maximum price to be calculated by a predetermined formula. In
such cases, the dealer option would be considered illiquid only to the extent
the maximum purchase price under the formula exceeds the intrinsic value of the
option. With that exception, however, the Fund will treat dealer options as
subject to the Fund's limitation on illiquid securities. If the SEC changes its
position on the liquidity of dealer options, the Fund will change its treatment
of such instruments accordingly.

     Futures Contracts and Options on Futures Contracts - A futures contract is
an agreement between two parties to buy and sell a security or commodity for a
set price on a future date. These contracts are traded on exchanges, so that, in
most cases, either party can close out its position on the exchange for cash,
without delivering the security or commodity. An option on a futures contract
gives the holder of the option the right to buy or sell a position in a futures
contract to the writer of the option, at a specified price and on or before a
specified expiration date.

     The Fund may invest in futures contracts and options thereon ("futures
options") including such contracts or options with respect to, but not limited
to, interest rates, commodities and security or commodity indices. To the extent
that the Fund may invest in foreign currency-denominated securities, it may also
invest in foreign currency futures contracts and options thereon.

     An interest rate, commodity, foreign currency or index futures contract
provides for the future sale by one party and purchase by another party of a
specified quantity of a financial instrument, commodity, foreign currency or the
cash value of an index at a specified price and time. A futures contract on an
index is an agreement pursuant to which two parties agree to take or make
delivery of an amount of cash equal to the difference between the value of the
index at the close of the last trading day of the contract and the price at
which the index contract was originally written. Although the value of an index
might be a function of the value of certain specified securities, no physical
delivery of these securities is made. A public market exists in futures
contracts covering a number of indices as well as financial instruments and
foreign currencies including: the Standard & Poor's 500(R) Composite Stock Price
Index ("S&P 500(R)"); the S&P MidCap 400; the Nikkei 225; the NYSE composite;
U.S. Treasury bonds; U.S. Treasury notes; GNMA Certificates; three-month U.S.
Treasury bills; 90-day commercial paper; bank certificates of deposit;
Eurodollar certificates of deposit; the Australian dollar; the Canadian and
certain multinational currencies, such as the Euro. It is expected that other
futures contracts will be developed and traded in the future.

     The Fund may purchase and write call and put futures options, as specified
for that Fund in this SAI or the Prospectuses. Futures options possess many of
the same characteristics as options on securities and indices (discussed above).
A futures option gives the holder the right, in return for the premium paid, to
assume a long position (call) or short position (put) in a futures contract at a
specified exercise price at any time during the period of the option. Upon
exercise of a call option, the holder acquires a long position in the futures
contract and the writer is assigned the opposite short position. In the case of
a put option, the opposite is true.

     The Fund intends generally to limit its use of futures contracts and
futures options to "bona fide hedging" transactions, as such term is defined in
applicable regulations, interpretations and practice. For example, the Fund
might use futures contracts to hedge against anticipated changes in interest
rates that might adversely affect either the value of the Fund's securities or
the price of the securities, which the Fund intends to purchase. The Fund's
hedging activities may include sales of futures contracts as an offset against
the effect of expected increases in interest rates, and purchases of futures
contracts as an offset against the effect of expected declines in interest
rates. Although other techniques could be used to reduce that Fund's exposure to
interest rate fluctuations, the Fund may be able to hedge its exposure more
effectively and perhaps at a lower cost by using futures contracts and futures
options.

                                       38


     The Fund will only enter into futures contracts and futures options, which
are standardized and traded on a U.S. or foreign exchange, board of trade, or
similar entity, or quoted on an automated quotation system.

     When a purchase or sale of a futures contract is made by the Fund, the Fund
is required to deposit with its custodian (or broker, if legally permitted) a
specified amount of assets determined to be liquid by the Sub-Adviser in
accordance with procedures established by the Board ("initial margin"). The
margin required for a futures contract is set by the exchange on which the
contract is traded and may be modified during the term of the contract. Margin
requirements on foreign exchanges may be different than U.S. exchanges. The
initial margin is in the nature of a performance bond or good faith deposit on
the futures contract, which is returned to the Fund upon termination of the
contract, assuming all contractual obligations have been satisfied. Each Fund
expects to earn interest income on its initial margin deposits. A futures
contract held by the Fund is valued daily at the official settlement price of
the exchange on which it is traded. Each day the Fund pays or receives cash,
called "variation margin," equal to the daily change in value of the futures
contract. This process is known as "marking to market." Variation margin does
not represent a borrowing or loan by the Fund but is instead a settlement
between the Fund and the broker of the amount one would owe the other if the
futures contract expired. In computing daily NAV, each Fund will mark to market
its open futures positions.

     The Fund is also required to deposit and maintain margin with respect to
put and call options on futures contracts written by it. Such margin deposits
will vary depending on the nature of the underlying futures contract (and the
related initial margin requirements), the current market value of the option,
and other futures positions held by the Fund.

     Although some futures contracts call for making or taking delivery of the
underlying securities, generally these obligations are closed out prior to
delivery by offsetting purchases or sales of matching futures contracts (same
exchange, underlying security or index, and delivery month). Closing out a
futures contract sale is effected by purchasing a futures contract for the same
aggregate amount of the specific type of financial instrument with the same
delivery date. If an offsetting purchase price is less than the original sale
price, the Fund realizes a capital gain, or if it is more, the Fund realizes a
capital loss. Conversely, if an offsetting sale price is more than the original
purchase price, the Fund realizes a capital gain, or if it is less, the Fund
realizes a capital loss. The transaction costs must also be included in these
calculations.

     For a covered straddle consists of a call and a put written the same
underlying futures contract. A straddle will be covered when sufficient assets
are deposited to meet the Fund's immediate obligations. The Fund may use the
same liquid assets to cover both the call and put options where the exercise
price of the call and put are the same, or the exercise price of the call is
higher than that of the put. In such cases, the Fund will also segregate liquid
assets equivalent to the amount, if any, by which the put is "in the money."

     Limitations on Use of Futures and Futures Options - In general, the Fund
intends to enter into positions in futures contracts and related options only
for "bona fide hedging" purposes. When purchasing a futures contract, the Fund
will maintain with its custodian (and mark-to-market on a daily basis) assets
determined to be liquid by the Sub-Adviser in accordance with procedures
established by the Board, that, when added to the amounts deposited with a
futures commission merchant as margin, are equal to the market value of the
futures contract. Alternatively, the Fund may "cover" its position by purchasing
a put option on the same futures contract with a strike price as high as or
higher than the price of the contract held by the Fund.

     When purchasing a futures contract, the Fund will maintain with its
custodian (and mark-to-market on a daily basis) assets determined to be liquid
by the Sub-Adviser in accordance e with procedures established by the Board,
that, when added to the amounts deposited with a futures commission merchant as
margin, are equal to the market value of the futures contract. Alternatively,
the Fund may "cover" its position by purchasing a put option on the same futures
contract with a strike price as high as or higher than the price of the contract
held by the Fund.

     When selling a futures contract, the Fund will maintain with its custodian
(and mark-to-market on a daily basis) assets determined to be liquid by the
Sub-Adviser in accordance with procedures established by the Board,

                                       39


that are equal to the market value of the instruments underlying the contract.
Alternatively, the Fund may "cover" its position by owning the instruments
underlying the contract (or, in the case of an index futures contract, a
portfolio with a volatility substantially similar to that of the index on which
the futures contract is based), or by holding a call option permitting the Fund
to purchase the same futures contract at a price no higher than the price of the
contract written by the Fund (or at a higher price if the difference is
maintained in liquid assets with the Trust's custodian).

     When selling a call option on a futures contract, the Fund will maintain
with its custodian (and mark-to-market on a daily basis) assets determined to be
liquid by the Sub-Adviser in accordance with procedures established by the
Board, that equal the purchase price of the futures contract, less any margin on
deposit. Alternatively, the Fund may cover the position either by entering into
a short position in the same futures contract, or by owning a separate put
option permitting it to sell the same futures contract so long as the strike
price of the purchased put option is the same or higher than the strike price of
the put option sold by the Fund.

     When selling a put option on a futures contract, the Fund will maintain
with its custodian (and mark-to-market on a daily basis) assets determined to be
liquid by the Sub-Adviser in accordance with procedures established by the
Board, that equal the purchase price of the futures contract, less any margin on
deposit. Alternatively, the Fund may cover the position either by entering into
a short position in the same futures contract, or by owning a separate put
option permitting it to sell the same futures contract so long as the strike
price of the purchased put option is the same or higher than the strike price of
the put option sold by the Fund.

     To the extent that securities with maturities greater than one year are
used to segregate assets to cover the Fund's obligations under the futures
contracts and related options, such use will not eliminate the risk of a form of
leverage, which may tend to exaggerate the effect on NAV of any increase or
decrease in the market value of the Fund's portfolio, and may require
liquidation of portfolio positions when it is not advantageous to do so.
However, any potential risk of leverage resulting from the use of securities
with maturities greater than one year may be mitigated by the overall duration
limit on the Fund's portfolio securities. Thus, the use of a longer-term
security may require the Fund to hold offsetting short-term securities to
balance the Fund's portfolio such that the Fund's duration does not exceed the
maximum permitted for the Fund in the Prospectuses.

     The requirements for qualification as a regulated investment company also
may limit the extent to which the Fund may enter into futures, futures options
or forward contracts.

     Risks Associated with Futures and Futures Options - There are several risks
associated with the use of futures contracts and futures options as hedging
techniques. A purchase or sale of a futures contract may result in losses in
excess of the amount invested in the futures contract. There can be no guarantee
that there will be a correlation between price movements in the hedging vehicle
and in the Fund securities being hedged. In addition, there are significant
differences between the securities and futures markets that could result in an
imperfect correlation between the markets, causing a given hedge not to achieve
its objectives. The degree of imperfection of correlation depends on
circumstances such as variations in speculative market demand for futures and
futures options on securities, including technical influences in futures trading
and futures options, and differences between the financial instruments being
hedged and the instruments underlying the standard contracts available for
trading in such respects as interest rate levels, maturities, and
creditworthiness of issuers. A decision as to whether, when and how to hedge
involves the exercise of skill and judgment, and even a well-conceived hedge may
be unsuccessful to some degree because of market behavior or unexpected interest
rate trends.

     Future exchanges may limit the amount of fluctuation permitted in certain
futures contract prices during a single trading day. The daily limit establishes
the maximum amount that the price of a futures contract may vary either up or
down from the previous day's settlement price at the end of the current trading
session. Once the daily limit has been reached in a futures contract subject to
the limit, no more trades may be made on that day at a price beyond that limit.
The daily limit governs only price movements during a particular trading day and
therefore does not limit potential loses because the limit may work to prevent
the liquidation of unfavorable positions. For example, futures prices have
occasionally moved to the daily limit for several consecutive trading days with
little or

                                       40


no trading, thereby preventing prompt liquidation of positions and subjecting
some holder of futures contracts to substantial losses.

     There can be no assurance that a liquid market will exist at a time when
the Fund seeks to close out a futures or a futures option position, and that
Fund would remain obligated to meet margin requirements until the position is
closed. In addition, many of the contracts discussed above are relatively new
instruments without a significant trading history. As a result, there can be no
assurance that an active secondary market will develop or continue to exist.


     Additional Risks of Options on Securities, Futures Contracts, Options on
Futures Contracts, and Forward Currency Exchange Contracts and Options Thereon -
Options on securities, futures contracts and options on currencies may be traded
on foreign exchanges. Such transactions may not be regulated as effectively as
similar transactions in the United States; may not involve a clearing mechanism
and related guarantees, and are subject to the risk of governmental actions
affecting trading in, or the prices of, foreign securities. The value of such
positions also could be adversely affected by (i) other complex foreign
political, legal and economic factors, (ii) lesser availability than in the
United States of data on which to make trading decisions, (iii) delays in the
Fund's ability to act upon economic events occurring in foreign markets during
non-business hours in the United States, (iv) the imposition of different
exercise and settlement terms and procedures and margin requirements than in the
United States, and (v) lesser trading volume.


     Exchange-traded options generally have a continuous liquid market while
dealer options may not. Consequently, a Fund can realize the value of a dealer
option it has purchased only by exercising or reselling the option to the
issuing dealer. Similarly, when a Fund writes a dealer option, the Fund can
close out the option prior to its expiration only by entering into a closing
purchase transaction with the dealer. While each Fund seeks to enter into dealer
options only with dealers who will agree to and can enter into closing
transactions with the Fund, no assurance exists that a Fund will at any time be
able to liquidate a dealer option at a favorable price at any time prior to
expiration. Unless the Fund, as a covered dealer call option writer, can effect
a closing purchase transaction, it will not be able to liquidate securities (or
other assets) used as cover until the option expires or is exercised. In the
event of insolvency of the other party, the Fund may be unable to liquidate a
dealer option. With respect to options written by the Fund, the inability to
enter into a closing transaction may result in material losses to the Fund. For
example, because a Fund must maintain a secured position with respect to any
call option on a security it writes, the Fund may not sell the assets that it
has segregated to secure the position while it is obligated under the option.
This requirement may impair the Fund's ability to sell portfolio securities at a
time when such sale might be advantageous.

     Financial Futures Contracts And Related Options. Financial futures
contracts and related options may be used to hedge against changes in the market
value of portfolio securities or securities that it intends to purchase. A Fund
could purchase a financial futures contract (such as an interest rate futures
contract or securities index futures contract) to protect against a decline in
the value of its portfolio or to gain exposure to securities which the Fund
otherwise wishes to purchase. Hedging is accomplished when an investor takes a
position in the futures market opposite to his cash market position. There are
two types of hedges -- long (or buying) and short (or selling) hedges.
Historically, prices in the futures market have tended to move in concert with
cash market prices, and prices in the futures market have maintained a fairly
predictable relationship to prices in the cash market. Thus, a decline in the
market value of securities in the Fund's portfolio may be protected against to a
considerable extent by gains realized on futures contracts sales. Similarly, it
is possible to protect against an increase in the market price of securities
that the Fund may wish to purchase in the future by purchasing futures
contracts.

     Financial futures contracts, which are traded on a recognized exchange or
board of trade, may be used. Financial futures contracts consist of interest
rate futures contracts and securities index futures contracts. A public market
presently exists in interest rate futures contracts covering long-term U.S.
Treasury bonds, U.S. Treasury notes, three-month U.S. Treasury bills and GNMA
Certificates. Securities index futures contracts are currently traded with
respect to the S&P 500(R) and such other broad-based stock market indices as the
New York Stock Exchange Composite Stock Index and the Value Line Composite Stock
Price Index. A clearing corporation

                                       41


associated with the exchange or board of trade on which a financial futures
contract trades assumes responsibility for the completion of transactions and
also guarantees that open futures contracts will be performed.

     An interest rate futures contract obligates the seller of the contract to
deliver, and the purchaser to take delivery of, the interest rate securities
called for in the contract at a specified future time and at a specified price.
A stock index assigns relative values to the common stocks included in the
index, and the index fluctuates with changes in the market values of the common
stocks so included. A stock index futures contract is an agreement pursuant to
which two parties agree to take or make delivery of an amount of cash equal to a
specified dollar amount times the difference between the stock index value at
the close of the last trading day of the contract and the price at which the
futures contract is originally struck. An option on a financial futures contract
gives the purchaser the right to assume a position in the contract (a long
position if the option is a call and short position if the option is a put) at a
specified exercise price at any time during the period of the option.

     In contrast to the situation when a Fund purchases or sells a security, no
security is delivered or received by the Fund upon the purchase or sale of a
financial futures contract. Initially, the Fund will be required to segregate
with its custodian bank an amount of cash and/or liquid assets. This amount is
known as initial margin and is in the nature of a performance bond or good faith
deposit on the contract. The current initial margin deposit required per
contract is approximately 5% of the contract amount. Brokers may establish
deposit requirements higher than this minimum. Subsequent payments, called
variation margin, will be made to and from the account on a daily basis as the
price of the futures contract fluctuates. This process is known as marking to
market. At the time of purchase of a futures contract or a call option on a
futures contract, an amount of cash, U.S. government securities or other
appropriate high-grade securities equal to the market value of the futures
contract minus the Fund's initial margin deposit with respect thereto will be
segregated with the Fund's custodian bank to collateralize fully the position
and thereby ensure that it is not leveraged. The extent to which the Fund may
enter into financial futures contracts and related options may also be limited
by the requirements of the Code for qualification as a RIC.

     The writer of an option on a futures contract is required to deposit margin
pursuant to requirements similar to those applicable to futures contracts. Upon
exercise of an option on a futures contract, the delivery of the futures
position by the writer of the option to the holder of the option will be
accompanied by delivery of the accumulated balance in the writer's margin
account. This amount will be equal to the amount by which the market price of
the futures contract at the time of exercise exceeds, in the case of a call, or
is less than, in the case of a put, the exercise price of the option on the
futures contract.

     Although financial futures contracts by their terms call for actual
delivery or acceptance of securities, in most cases the contracts are closed out
before the settlement date without the making or taking of delivery. Closing out
is accomplished by effecting an offsetting transaction. A futures contract sale
is closed out by effecting a futures contract purchase for the same aggregate
amount of securities and the same delivery date. If the sale price exceeds the
offsetting purchase price, the seller immediately would be paid the difference
and would realize a gain. If the offsetting purchase price exceeds the sale
price, the seller immediately would pay the difference and would realize a loss.
Similarly, a futures contract purchase is closed out by effecting a futures
contract sale for the same securities and the same delivery date. If the
offsetting sale price exceeds the purchase price, the purchaser would realize a
gain, whereas if the purchase price exceeds the offsetting sale price, the
purchaser would realize a loss.

     The Fund will pay commissions on financial futures contracts and related
options transactions. These commissions may be higher than those that would
apply to purchases and sales of securities directly.

Limitations and Risks on Futures Contracts and Related Options

     The purchase of options involves certain risks. If a put option purchased
by a Fund is not sold when it has remaining value, and if the market price of
the underlying security remains equal to or greater than the exercise price, the
Fund will lose its entire investment in the option. Also, where a put option is
purchased to hedge against price movements in a particular security, the price
of the put option may move more or less than the price of the related security.
There can be no assurance that a liquid market will exist when a Fund seeks to
close out an option

                                       42


position. Furthermore, if trading restrictions or suspensions are imposed on the
options markets, a Fund may be unable to close out a position. Positions in
futures contracts and related options may be closed out only on an exchange that
provides a secondary market for such contracts or options. A Fund will enter
into an option or futures position only if there appears to be a liquid
secondary market. However, there can be no assurance that a liquid secondary
market will exist for any particular option or futures contract at any specific
time. Thus, it may not be possible to close out a futures or related option
position. In the case of a futures position, in the event of adverse price
movements the Fund would continue to be required to make daily margin payments.
In this situation, if the Fund has insufficient cash to meet daily margin
requirements it may have to sell portfolio securities at a time when it may be
disadvantageous to do so. In addition, the Fund may be required to take or make
delivery of the securities underlying the futures contracts it holds. The
inability to close out futures positions also could have an adverse impact on
the Fund's ability to hedge its portfolio effectively.

     There are several risks in connection with the use of futures contracts as
a hedging device. While hedging can provide protection against an adverse
movement in market prices, it can also preclude a hedger's opportunity to
benefit from a favorable market movement. In addition, investing in futures
contracts and options on futures contracts will cause the Funds to incur
additional brokerage commissions and may cause an increase in the Fund's
portfolio turnover rate. The successful use of futures contracts and related
options also depends on the ability of the Adviser or Sub-Adviser to forecast
correctly the direction and extent of market movements within a given time
frame. To the extent market prices remain stable during the period a futures
contract or option is held by a Fund or such prices move in a direction opposite
to that anticipated the Fund may realize a loss on the hedging transaction that
is not offset by an increase in the value of its portfolio securities. As a
result, the return of the Fund for the period may be less than if it had not
engaged in the hedging transaction.

     The use of futures contracts involves the risk of imperfect correlation in
movements in the price of futures contracts and movements in the price of the
securities that are being hedged. If the price of the futures contract moves
more or less than the price of the securities being hedged, a Fund will
experience a gain or loss that will not be completely offset by movements in the
price of the securities. It is possible that, where a Fund has sold futures
contracts to hedge its portfolio against a decline in the market, the market may
advance and the value of securities held in the Fund's portfolio may decline. If
this occurred, the Fund would lose money on the futures contract and would also
experience a decline in value in its portfolio securities. Where futures are
purchased to hedge against a possible increase in the prices of securities
before the Fund is able to invest its cash (or cash equivalents) in securities
(or options) in an orderly fashion, it is possible that the market may decline;
if the Fund then determines not to invest in securities (or options) at that
time because of concern as to possible further market decline or for other
reasons, the Fund will realize a loss on the futures that would not be offset by
a reduction in the price of the securities purchased.

     The market prices of futures contracts may be affected if participants in
the futures market elect to close out their contracts through off-setting
transactions rather than to meet margin deposit requirements. In such a case,
distortions in the normal relationship between the cash and futures markets
could result. Price distortions could also result if investors in futures
contracts opt to make or take delivery of the underlying securities rather than
to engage in closing transactions due to the resultant reduction in the
liquidity of the futures market. In addition, due to the fact that, from the
point of view of speculators, the deposit requirements in the futures markets
are less onerous than margin requirements in the cash market, increased
participation by speculators in the futures market could cause temporary price
distortions. Due to the possibility of price distortions in the futures market
and because of the imperfect correlation between movements in the prices of
securities and movements in the prices of futures contracts, a correct forecast
of market trends may still not result in a successful transaction.

     Compared to the purchase or sale of futures contracts, the purchase of put
or call options on futures contracts involves less potential risk for a Fund
because the maximum amount at risk is the premium paid for the options plus
transaction costs. However, there may be circumstances when the purchase of an
option on a futures contract would result in a loss to a Fund while the purchase
or sale of the futures contract would not have resulted in a loss, such as when
there is no movement in the price of the underlying securities.

Foreign Currency Futures Contracts

                                       43


     Foreign currency future contracts may be used for hedging purposes. A
foreign currency futures contract provides for the future sale by one party and
purchase by another party of a specified quantity of a foreign currency at a
specified price and time. A public market exists in futures contracts covering
several foreign currencies, including the Australian dollar, the Canadian
dollar, the British pound, the Japanese yen, the Swiss franc, and certain
multinational currencies such as the European Euro. Other foreign currency
futures contracts are likely to be developed and traded in the future.

Foreign Currency Options

     A put or call option on a foreign currency gives the purchaser of the
option the right to sell or purchase a foreign currency at the exercise price
until the option expires. The Funds use foreign currency options separately or
in combination to control currency volatility. Among the strategies employed to
control currency volatility is an option collar. An option collar involves the
purchase of a put option and the simultaneous sale of call option on the same
currency with the same expiration date but with different exercise (or "strike")
prices. Generally, the put option will have an out-of-the-money strike price,
while the call option will have either an at-the-money strike price or an
in-the-money strike price. Foreign currency options are derivative securities.
Currency options traded on U.S. or other exchanges may be subject to position
limits, which may limit the ability of the Funds to reduce foreign currency risk
using such options.

     As with other kinds of option transactions, writing options on foreign
currency constitutes only a partial hedge, up to the amount of the premium
received. The Funds could be required to purchase or sell foreign currencies at
disadvantageous exchange rates, thereby incurring losses. The purchase of an
option on foreign currency may constitute an effective hedge against exchange
rate fluctuations; however, in the event of exchange rate movements adverse to a
Fund's position, the Fund may forfeit the entire amount of the premium plus
related transaction costs.

Forward Currency Contracts

     Forward currency contracts are entered into in anticipation of changes in
currency exchange rates. A forward currency contract is an obligation to
purchase or sell a specific currency at a future date, which may be any fixed
number of days from the date of the contract agreed upon by the parties, at a
price set at the time of the contract. For example, a Fund might purchase a
particular currency or enter into a forward currency contract to preserve the
U.S. dollar price of securities it intends to or has contracted to purchase.
Alternatively, it might sell a particular currency on either a spot or forward
basis to hedge against an anticipated decline in the dollar value of securities
it intends to or has contracted to sell. Although this strategy could minimize
the risk of loss due to a decline in the value of the hedged currency, it could
also limit any potential gain from an increase in the value of the currency.

Options on Securities and Indices


     The Fund may, to the extent specified herein or in the Prospectuses,
purchase and sell both put and call options on fixed-income or other securities
or indices in standardized contracts traded on foreign or domestic securities
exchanges, boards of trade, or similar entities, or quoted on NASDAQ or on an
over-the-counter market, and agreements, sometimes called cash puts, which may
accompany the purchase of a new issue of bonds from a dealer.


     An option on a security (or index) is a contract that gives the holder of
the option, in return for a premium, the right to buy from (in the case of a
call) or sell to (in the case of a put) the writer of the option the security
underlying the option (or the cash value of the index) at a specified exercise
price at any time during the term of the option. The writer of an option on a
security has the obligation upon exercise of the option to deliver the
underlying security upon payment of the exercise price or to pay the exercise
price upon delivery of the underlying security. Upon exercise, the writer of an
option on an index is obligated to pay the difference between the cash value of
the

                                       44


index and the exercise price multiplied by the specified multiplier for the
index option. (An index is designed to reflect features of a particular
financial or securities market, a specific group of financial instruments or
securities, or certain economic indicators.)


     The Fund will write call options and put options only if they are
"covered." In the case of a call option on a security, the option is "covered"
if the Fund owns the security underlying the call or has an absolute and
immediate right to acquire that security without additional cash consideration
(or, if additional cash consideration is required, cash or other assets
determined to be liquid by the sub-adviser in accordance with procedures
established by the Board, in such amount are segregated by its custodian) upon
conversion or exchange of other securities held by the Fund. For a call option
on an index, the option is covered if the Fund maintains with its custodian
assets determined to be liquid by the sub-adviser in accordance with procedures
established by the Board, in an amount equal to the contract value of the index.
A call option is also covered if the Fund holds a call on the same security or
index as the call written where the exercise price of the call held is (i) equal
to or less than the exercise price of the call written, or (ii) greater than the
exercise price of the call written, provided the difference is maintained by the
Fund in segregated assets determined to be liquid by the sub-adviser in
accordance with procedures established by the Board. A put option on a security
or an index is "covered" if the Fund segregates assets determined to be liquid
the sub-adviser in accordance with procedures established by the Board equal to
the exercise price. A put option is also covered if the Fund holds a put on the
same security or index as the put written where the exercise price of the put
held is (i) equal to or greater than the exercise price of the put written, or
(ii) less than the exercise price of the put written, provided the difference is
maintained by the Fund in segregated assets determined to be liquid by the
sub-adviser in accordance with procedures established by the Board.


     If an option written by the Fund expires unexercised, the Fund realizes a
capital gain equal to the premium received at the time the option was written.
If an option purchased by the Fund expires unexercised, the Fund realizes a
capital loss equal to the premium paid. Prior to the earlier of exercise or
expiration, an exchange-traded option may be closed out by an offsetting
purchase or sale of an option of the same series (type, exchange, underlying
security or index, exercise price and expiration). There can be no assurance,
however, that a closing purchase or sale transaction can be effected when the
Fund desires.

     The Fund may well sell put or call options it has previously purchased,
which could result in a net gain or loss depending on whether the amount
realized on the sale is more or less than the premium and other transaction
costs paid on the put or call option which is sold. Prior to exercise or
expiration, an option may be closed out by an offsetting purchase or sale of an
option of the same series. The Fund will realize a capital gain from a closing
purchase transaction if the cost of the closing option is less than the premium
received from writing the option, or, if it is more, the Fund will realize a
capital loss. If the premium received from a closing sale transaction is more
than the premium paid to purchase the option, the Fund will realize a capital
gain or, if it is less, the Fund will realize a capital loss. The principal
factors affecting the market value of a put or a call option include supply and
demand, interest rates, the current market price of the underlying security or
index in relation to the exercise price of the option, the volatility of the
underlying security or index, and the time remaining until the expiration date.

     The premium paid for a put or call option purchased by the Fund is an asset
of the Fund. The premium received for an option written by the Fund is recorded
as a deferred credit. The value of an option purchased or written is marked to
market daily and is valued at the closing price on the exchange on which it is
traded or, if not traded on an exchange or no closing price is available, at the
mean between the last bid and asked prices.

     The Fund may write covered straddles consisting of a combination of a call
and a put written on the same underlying security. A straddle will be covered
when sufficient assets are deposited to meet the Fund' immediate obligations.
The Fund may use the same liquid assets to cover both the call and put options
where the exercise price of the call and put are the same, or the exercise price
of the call is higher than that of the put. In such cases, the Fund will also
segregate liquid assets equivalent to the amount, if any, by which the put is
"in the money."

     Risks Associated with Options on Securities and Indices - There are several
risks associated with transactions in options on securities and on indices. For
example, there are significant differences between the

                                       45



securities and options markets that could result in an imperfect correlation
between these markets, causing a given transaction not to achieve its
objectives. In addition, a liquid secondary market for particular options may be
absent for reasons which include the following: there may be insufficient
trading interest in certain options; restrictions may be imposed by an exchange
on opening transactions or closing transactions or both; trading halts,
suspensions or other restrictions may be imposed with respect to particular
classes or series of option of underlying securities; unusual or unforeseen
circumstances may interrupt normal operations on an exchange; the facilities of
an exchange or clearing corporation may not at all times be adequate to handle
current trading volume; or one or more exchanges could, for economic or other
reasons, decide or be compelled at some future date to discontinue the trading
of options (or a particular class or series of options), in which event the
secondary market on that exchange (or in that class or series of options) would
cease to exist, although outstanding options that had been issued by a clearing
corporation as a result of trades on that exchange would continue to be
exercisable in accordance with their terms.

     A decision as to whether, when and how to use options involves the exercise
of skill and judgment, and even a well-conceived transaction may be unsuccessful
to some degree because of market behavior or unexpected events. The extent to
which a Fund may enter into options transactions may be limited by the Code
requirements for qualification of the Fund as a RIC. See "Dividends,
Distributions and Taxes."

     In addition, foreign option exchanges do not afford to participants many of
the protections available in U.S. option exchanges. For example, there may be no
daily price fluctuation limits in such exchanges or markets, and adverse market
movements could, therefore, continue to an unlimited extent over a period of
time. Although the purchaser of an option cannot lose more than the amount of
the premium plus related transaction costs, this entire amount could be lost.
Moreover, a Fund as an option writer could lose amounts substantially in excess
of its initial investment, due to the margin and collateral requirements
typically associated with such option writing. See "Dealer Options" above.


     During the option period, the covered call writer has, in return for the
premium on the option, given up the opportunity to profit from a price increase
in the underlying security above the exercise price, but, as long as its
obligation as a writer continues, has retained the risk of loss should the price
of the underlying security decline. The writer of an option has no control over
the time when it may be required to fulfill its obligation as a writer of the
option. Once an option writer has received an exercise notice, it cannot effect
a closing purchase transaction in order to terminate its obligation under the
option and must deliver the underlying security at the exercise price. If a put
or call option purchased by the Fund is not sold when it has remaining value,
and if the market price of the underlying security remains equal to or greater
than the exercise price (in the case of a put), or remains less than or equal to
the exercise price (in the case of a call), the Fund will lose its entire
investment in the option. Also, where a put or call option on a particular
security is purchased to hedge against price movements in a related security,
the price of the put or call option may move more or less than the price of the
related security.

     There can be no assurance that a liquid market will exist when the Fund
seeks to close out an option position. If the Fund were unable to close out an
option that it had purchased on a security, it would have to exercise the option
in order to realize any profit or the option may expire worthless. If the Fund
were unable to close out a covered call option that it had written on a
security, it would not be able to sell the underlying security unless the option
expired without exercise. As the writer of a covered call option, the Fund
forgoes, during the option's life, the opportunity to profit from increases in
the market value of the security covering the call option above the sum of the
premium and the exercise price of the call.

     If trading were suspended in an option purchased by the Fund, the Fund
would not be able to close out the option. If restrictions on exercise were
imposed, the Fund might be unable to exercise an option it has purchased. Except
to the extent that a call option on an index written by the Fund is covered by
an option on the same index purchased by the Fund, movements in the index may
result in a loss to the Fund; however, such losses may be mitigated by changes
in the value of the Fund's securities during the period the option was
outstanding.

Over-the-Counter Options

                                       46


     Over-the-counter options ("OTC Options") and the assets used as cover for
written OTC Options are illiquid securities. A Fund will write OTC Options only
with primary U.S. government securities dealers recognized by the Board of
Governors of the Federal Reserve System or member banks of the Federal Reserve
System ("primary dealers"). In connection with these special arrangements, the
Fund intends to establish standards for the creditworthiness of the primary
dealers with which it may enter into OTC Option contracts and those standards,
as modified from time to time, will be implemented and monitored by the Adviser
or Sub-Adviser. Under these special arrangements, the Fund will enter into
contracts with primary dealers that provide that the Fund has the absolute right
to repurchase an option it writes at any time at a repurchase price which
represents the fair market value, as determined in good faith through
negotiation between the parties, but that in no event will exceed a price
determined pursuant to a formula contained in the contract. Although the
specific details of the formula may vary between contracts with different
primary dealers, the formula will generally be based on a multiple of the
premium received by the Fund for writing the option, plus the amount, if any, by
which the option is "in-the-money." The formula will also include a factor to
account for the difference between the price of the security and the strike
price of the option if the option is written "out-of-the-money." "Strike price"
refers to the price at which an option will be exercised. "Cover assets" refers
to the amount of cash or liquid assets that must be segregated to collateralize
the value of the futures contracts written by the Fund. Under such
circumstances, the Fund will treat as illiquid that amount of the cover assets
equal to the amount by which the formula price for the repurchase of the option
is greater than the amount by which the market value of the security subject to
the option exceeds the exercise price of the option (the amount by which the
option is "in-the-money"). Although each agreement will provide that the Fund's
repurchase price shall be determined in good faith (and that it shall not exceed
the maximum determined pursuant to the formula), the formula price will not
necessarily reflect the market value of the option written. Therefore, the Fund
might pay more to repurchase the OTC Option contract than the Fund would pay to
close out a similar exchange traded option.

Purchasing Options

     Purchasing Put and Call Options. Put and call options are derivative
securities traded on U.S. and foreign exchanges, including the American Stock
Exchange, Chicago Board Options Exchange, Philadelphia Stock Exchange, Pacific
Stock Exchange and NYSE. Except as indicated in "Non-Hedging Strategic
Transactions," the Funds will engage in trading of such derivative securities
exclusively for hedging purposes.

     If a put option is purchased, the Fund acquires the right to sell the
underlying security at a specified price at any time during the term of the
option (for "American-style" options) or on the option expiration date (for
"European-style" options). Purchasing put options may be used as a portfolio
investment strategy when the Adviser or Sub-Adviser perceives significant
short-term risk but substantial long-term appreciation for the underlying
security. The put option acts as an insurance policy, as it protects against
significant downward price movement while it allows full participation in any
upward movement. If the Fund holds a stock which the Adviser or Sub-Adviser
believes has strong fundamentals, but for some reason may be weak in the near
term, the Fund may purchase a put option on such security, thereby giving itself
the right to sell such security at a certain strike price throughout the term of
the option. Consequently, the Fund will exercise the put only if the price of
such security falls below the strike price of the put. The difference between
the put's strike price and the market price of the underlying security on the
date the Fund exercises the put, less transaction costs, is the amount by which
the Fund hedges against a decline in the underlying security. If during the
period of the option the market price for the underlying security remains at or
above the put's strike price, the put will expire worthless, representing a loss
of the price the Fund paid for the put, plus transaction costs. If the price of
the underlying security increases, the premium paid for the put option less any
amount for which the put may be sold reduces the profit the Fund realizes on the
sale of the securities.

     If a call option is purchased, it acquires the right to purchase the
underlying security at a specified price at any time during the term of the
option. The purchase of a call option is a type of insurance policy to hedge
against losses that could occur if the Fund has a short position in the
underlying security and the security thereafter increases in price. The Fund
will exercise a call option only if the price of the underlying security is
above the

                                       47


strike price at the time of exercise. If during the option period the market
price for the underlying security remains at or below the strike price of the
call option, the option will expire worthless, representing a loss of the price
paid for the option, plus transaction costs. If a Fund purchases the call option
to hedge a short position in the underlying security and the price of the
underlying security thereafter falls, the premium paid for the call option less
any amount for which such option may be sold reduces the profit the Fund
realizes on the cover of the short position in the security.

     Prior to exercise or expiration, an option may be sold when it has
remaining value by a purchaser through a "closing sale transaction," which is
accomplished by selling an option of the same series as the option previously
purchased. The Funds generally will purchase only those options for which the
Adviser or Sub-Adviser believes there is an active secondary market to
facilitate closing transactions.

Stock Index Options

     Stock Index options include put and call options with respect to the S&P
500(R) Index and other stock indices. These may be purchased as a hedge against
changes in the values of portfolio securities or securities which it intends to
purchase or sell, or to reduce risks inherent in the ongoing management of the
Fund.

     The distinctive characteristics of options on stock indices create certain
risks not found in stock options generally. Because the value of an index option
depends upon movements in the level of the index rather than the price of a
particular stock, whether the Fund will realize a gain or loss on the purchase
or sale of an option on an index depends upon movements in the level of stock
prices in the stock market generally rather than movements in the price of a
particular stock. Accordingly, successful use by a Fund of options on a stock
index depends on the Adviser's or Sub-Adviser's ability to predict correctly
movements in the direction of the stock market generally. This requires
different skills and techniques than predicting changes in the price of
individual stocks.


     Index prices may be distorted if circumstances disrupt trading of certain
stocks included in the index, such as if trading were halted in a substantial
number of stocks included in the index. If this happens, the Fund could be
unable to close out options, which it had purchased, and if restrictions on
exercise were imposed, the Fund might be unable to exercise an option it holds,
which could result in substantial losses to the Fund. The Funds purchase put or
call options only with respect to an index which the Adviser or Sub-Adviser
believes includes a sufficient number of stocks to minimize the likelihood of a
trading halt in the index.


Straddles

     A straddle, which may be used for hedging purposes, is a combination of put
and call options on the same underlying security used for hedging purposes to
adjust the risk and return characteristics of the Fund's overall position. A
possible combined position would involve writing a covered call option at one
strike price and buying a call option at a lower price, in order to reduce the
risk of the written covered call option in the event of a substantial price
increase. Because combined options positions involve multiple trades, they
result in higher transaction costs and may be more difficult to open and close
out.

Warrants

     A warrant gives the holder a right to purchase at any time during a
specified period a predetermined number of shares of common stock at a fixed
price. Unlike convertible debt securities or preferred stock, warrants do not
pay a fixed dividend. Investments in warrants involve certain risks, including
the possible lack of a liquid market for resale of the warrants, potential price
fluctuations as a result of speculation or other factors, and failure of the
price of the underlying security to reach or have reasonable prospects of
reaching a level at which the warrant can be prudently exercised (in which event
the warrant may expire without being exercised, resulting in a loss of the
Fund's entire investment therein).

     Put and call index warrants are instruments whose values vary depending on
the change in the value of one or more specified securities indices ("Index
Warrants"). Index Warrants are generally issued by banks or other financial
institutions and give the holder the right, at any time during the term of the
warrant, to receive upon

                                       48


exercise of the warrant a cash payment from the issuer, based on the value of
the underlying index at the time of exercise. In general, if the value of the
underlying index rises above the exercise price of the Index Warrant, the holder
of a call warrant will be entitled to receive a cash payment from the issuer
upon exercise, based on the difference between the value of the index and the
exercise price of the warrant; if the value of the underlying index falls, the
holder of a put warrant will be entitled to receive a cash payment from the
issuer upon exercise, based on the difference between the exercise price of the
warrant and the value of the index. The holder of a warrant would not be
entitled to any payments from the issuer at any time when, in the case of a call
warrant, the exercise price is greater than the value of the underlying index,
or, in the case of a put warrant, the exercise price is less than the value of
the underlying index. If a Fund were not to exercise an Index Warrant prior to
its expiration, then the Fund would lose the amount of the purchase price paid
by it for the warrant. Certain Funds will normally use Index Warrants in a
manner similar to their use of options on securities indices. The risks of using
Index Warrants are generally similar to those relating to its use of index
options. Unlike most index options, however, Index Warrants are issued in
limited amounts and are not obligations of a regulated clearing agency, but are
backed only by the credit of the bank or other institution that issues the
warrant. Also, Index Warrants generally have longer terms than index options.
Index Warrants are not likely to be as liquid as certain index options backed by
a recognized clearing agency. In addition, the terms of Index Warrants may limit
a Fund's ability to exercise the warrants at such time, or in such quantities,
as the Fund would otherwise wish to do.

Writing Options

     Covered call options are considered "covered" if a Fund owns the security
underlying the call or has an absolute right to acquire the security without
additional cash consideration (or, if additional cash consideration is required,
cash or cash equivalents in such amount as are held in a segregated account by
the Custodian). The writer of a call option receives a premium and gives the
purchaser the right to buy the security underlying the option at the exercise
price. The writer has the obligation upon exercise of the option to deliver the
underlying security against payment of the exercise price during the option
period. If the writer of an exchange-traded option wishes to terminate his
obligation, he may effect a "closing purchase transaction." This is accomplished
by buying an option of the same series as the option previously written. A
writer may not effect a closing purchase transaction after it has been notified
of the exercise of an option.

     Effecting a closing transaction in the case of a written call option will
permit a Fund to write another call option on the underlying security with
either a different exercise price, expiration date or both. Also, effecting a
closing transaction allows the cash or proceeds from the concurrent sale of any
securities subject to the option to be used for other investments of the Fund.
If the Fund desires to sell a particular security from its portfolio on which it
has written a call option, it will effect a closing transaction prior to or
concurrent with the sale of the security. A Fund realizes a gain from a closing
transaction if the cost of the closing transaction is less than the premium
received from writing the option or if the proceeds from the closing transaction
are more than the premium paid to purchase the option. A Fund realizes a loss
from a closing transaction if the cost of the closing transaction is more than
the premium received from writing the option or if the proceeds from the closing
transaction are less than the premium paid to purchase the option. However,
because increases in the market price of a call option will generally reflect
increases in the market price of the underlying security, appreciation of the
underlying security owned by the Fund generally offsets, in whole or in part,
any loss to the Fund resulting from the repurchase of a call option.

Index-, Currency-, and Equity-Linked Debt Securities

     "Index-linked" or "commodity-linked" notes are debt securities of companies
that call for interest payments and/or payment at maturity in different terms
than the typical note where the borrower agrees to make fixed interest payments
and to pay a fixed sum at maturity. Principal and/or interest payments on an
index-linked note depend on the performance of one or more market indices, such
as the S&P 500(R) Index or a weighted index of commodity futures such as crude
oil, gasoline and natural gas. They may also invest in "equity linked" and
"currency-linked" debt securities. At maturity, the principal amount of an
equity-linked debt security is exchanged for common stock of the issuer or is
payable in an amount based on the issuer's common stock price at the time of
maturity. Currency-

                                       49


linked debt securities are short-term or intermediate term instruments having a
value at maturity, and/or an interest rate, determined by reference to one or
more foreign currencies. Payment of principal or periodic interest may be
calculated as a multiple of the movement of one currency against another
currency, or against an index.


     Index and currency-linked securities are derivative instruments, which may
entail substantial risks. Such instruments may be subject to significant price
volatility. The company issuing the instrument may fail to pay the amount due on
maturity. The underlying investment or security may not perform as expected by
the Adviser or Sub-Adviser. Markets, underlying securities and indices may move
in a direction that was not anticipated by the Adviser or Sub-Adviser.
Performance of the derivatives may be influenced by interest rate and other
market changes in the United States and abroad. Certain derivative instruments
may be illiquid. See "Restricted and Illiquid Securities" below.


Loan Participation and Assignments

     A Fund's investment in loan participations typically will result in the
Fund having a contractual relationship only with the lender and not with the
borrower. The Fund will have the right to receive payments of principal,
interest and any fees to which it is entitled only from the lender selling the
participation and only upon receipt by the lender of the payments from the
borrower. In connection with purchasing participation, the Fund generally will
have no right to enforce compliance by the borrower with the terms of the loan
agreement relating to the loan, nor any right of set-off against the borrower,
and the Fund may not directly benefit from any collateral supporting the loan in
which it has purchased the participation. As a result, the Fund may be subject
to the credit risk of both the borrower and the lender that is selling the
participation. In the event of the insolvency of the lender selling a
participation, the Fund may be treated as a general creditor of the lender and
may not benefit from any set-off between the lender and the borrower.

     When the Fund purchases a loan assignment from lenders, it will acquire
direct rights against the borrowers on the loan. Because Assignments are
arranged through private negotiations between potential assignees and potential
assignors, however, the rights and obligations acquired by the Fund as the
purchaser of an Assignment may differ from, and be more limited than, those held
by the assigning lender. Because there is no liquid market for such securities,
the Fund anticipates that such securities could be sold only to a limited number
of institutional investors. The lack of a liquid secondary market may have an
adverse impact on the value of such securities and the Fund's ability to dispose
of particular assignments or participation when necessary to meet redemption of
Fund shares, to meet the Fund's liquidity needs or when necessary in response to
a specific economic event, such as deterioration in the creditworthiness of the
borrower. The lack of a liquid secondary market for assignments and
participation also may make it more difficult for the Fund to value these
securities for purposes of calculating its NAV.

Other Investment Companies

     An investment company is a company engaged in the business of pooling
investors' money and trading in securities for them. Examples include
face-amount certificate companies, unit investment trusts and management
companies. When a Fund invests in other investment companies, shareholders of
the Fund bear their proportionate share of the underlying investment companies
fees and expenses.


     Exchange-Traded Funds ("ETFs") - An ETF is an investment company whose goal
is to track or replicate a desired index, such as a sector, market or global
segment. ETFs are traded on exchanges and are traded similar to a publicly
traded company. Similarly, the risks and costs are similar to that of a publicly
traded company. The goal of an ETF is to correspond generally to the price and
yield performance, before fees and expenses of its underlying index. The risk of
not correlating to the index is an additional risk to the investors of ETFs.
Because ETFs trade on an exchange, they may not trade at NAV. Sometimes, the
prices of ETFs may vary significantly from the NAVs of the ETF's underlying
securities. Additionally, if the Fund elects to redeem its ETF shares rather
than


                                       50



selling them on the secondary market, the Fund may receive the underlying
securities which it must then sell in order to obtain cash. Additionally, when a
Fund invests in ETFs, shareholders of the Fund bear their proportionate share of
the underlying ETF's fees and expenses.


     Holding Company Depositary Receipts ("HOLDRs") - HOLDRs are trust-issued
receipts that represent a Fund's beneficial ownership of a specific group of
stocks. HOLDRs involve risks similar to the risks of investing in common stock.
For example, a Fund's investments will decline in value if the underlying stocks
decline in value. Because HOLDRs are not subject to concentration limits, the
relative weight of an individual stock may increase substantially, causing the
HOLDRs to be less diverse and creating more risk.

Senior Loans

     The Funds may invest in investment companies that invest primarily in
interests in variable or floating rate loans or notes. Senior Loans in most
circumstances are fully collateralized by assets of a corporation, partnership,
limited liability company, or other business entity. Senior Loans vary from
other types of debt in that they generally hold a senior position in the capital
structure of a borrower. Thus, Senior Loans are generally repaid before
unsecured bank loans, corporate bonds, subordinated debt, trade creditors, and
preferred or common stockholders.

     Substantial increases in interest rates may cause an increase in loan
defaults as borrowers may lack resources to meet higher debt service
requirements. The value of a Fund's assets may also be affected by other
uncertainties such as economic developments affecting the market for Senior
Loans or affecting borrowers generally.

     Senior Loans usually include restrictive covenants, which must be
maintained by the borrower. Under certain interests in Senior Loans, an
investment company investing in a Senior Loan may have an obligation to make
additional loans upon demand by the borrower. Senior Loans, unlike certain
bonds, usually do not have call protection. This means that interests, while
having a stated one to ten-year term, may be prepaid, often without penalty. The
rate of such prepayments may be affected by, among other things, general
business and economic conditions, as well as the financial status of the
borrower. Prepayment would cause the actual duration of a Senior Loan to be
shorter than its stated maturity.

     Credit Risk. Information about interests in Senior Loans generally is not
in the public domain, and interests are generally not currently rated by any
nationally recognized rating service. Senior Loans are subject to the risk of
nonpayment of scheduled interest or principal payments. Issuers of Senior Loans
generally have either issued debt securities that are rated lower than
investment grade, or, if they had issued debt securities, such debt securities
would likely be rated lower than investment grade. However, unlike other types
of debt securities, Senior Loans are generally fully collateralized.

     In the event of a failure to pay scheduled interest or principal payments
on Senior Loans, an investment company investing in that Senior Loan could
experience a reduction in its income, and would experience a decline in the
market value of the particular Senior Loan so affected, and may experience a
decline in the NAV or the amount of its dividends. In the event of a bankruptcy
of the borrower, the investment company could experience delays or limitations
with respect to its ability to realize the benefits of the collateral securing
the Senior Loan.

     Collateral. Senior Loans typically will be secured by pledges of collateral
from the borrower in the form of tangible assets and intangible assets. In some
instances, an investment company may invest in Senior Loans that are secured
only by stock of the borrower or its subsidiaries or affiliates. The value of
the collateral may decline below the principal amount of the Senior Loan
subsequent to an investment in such Senior Loan. In addition, to the extent that
collateral consists of stock of the borrower or its subsidiaries or affiliates,
there is a risk that the stock may decline in value, be relatively illiquid, or
may lose all or substantially all of its value, causing the Senior Loan to be
under collateralized.

                                       51


     Limited Secondary Market. Although it is growing, the secondary market for
Senior Loans is currently limited. There is no organized exchange or board of
trade on which Senior Loans may be traded; instead, the secondary market for
Senior Loans is an unregulated inter-dealer or inter-bank market. Accordingly,
Senior Loans may be illiquid. In addition, Senior Loans generally require the
consent of the borrower prior to sale or assignment. These consent requirements
may delay or impede a Fund's ability to sell Senior Loans. In addition, because
the secondary market for Senior Loans may be limited, it may be difficult to
value Senior Loans. Market quotations may not be available and valuation may
require more research than for liquid securities. In addition, elements of
judgment may play a greater role in the valuation, because there is less
reliable, objective data available.

     Hybrid Loans. The growth of the syndicated loan market has produced loan
structures with characteristics similar to Senior Loans but which resemble bonds
in some respects, and generally offer covenants or other protections than
traditional Senior Loans while still being collateralized ("Hybrid Loans"). With
Hybrid Loans, a Fund may not possess a senior claim to all of the collateral
securing the Hybrid Loan. Hybrid Loans also may not include covenants that are
typical of Senior Loans, such as covenants requiring the maintenance of minimum
interest coverage ratios. As a result, Hybrid Loans present additional risks
besides those associated with traditional Senior Loans, although they may
provide a relatively higher yield. Because the lenders in Hybrid Loans waive or
forego certain loan covenants, their negotiating power or voting rights in the
event of a default may be diminished. As a result, the lenders' interests may
not be represented as significantly as in the case of a conventional Senior
Loan. In addition, because an investment company's security interest in some of
the collateral may be subordinate to other creditors, the risk of nonpayment of
interest or loss of principal may be greater than would be the case with
conventional Senior Loans.

     Subordinated and Unsecured Loans. Certain investment companies may invest
in subordinated and unsecured loans. The primary risk arising from a holder's
subordination is the potential loss in the event of default by the issuer of the
loans. Subordinated loans in an insolvency bear an increased share, relative to
senior secured lenders, of the ultimate risk that the borrower's assets are
insufficient to meet its obligations to its creditors. Unsecured loans are not
secured by any specific collateral of the borrower. They do not enjoy the
security associated with collateralization and may pose a greater risk of
nonpayment of interest or loss of principal than do secured loans.

Private Funds

     U.S. or foreign private limited partnerships or other investment funds are
referred to as Private Funds. Investments in Private Funds may be highly
speculative and volatile. Because Private Funds are generally investment
companies for purposes of the 1940 Act or would be but for the exemptions
provided in sections 3(C)(1) or 3(C)(7) of the 1940 Act the Fund's ability to
invest in them will be limited. In addition, Fund shareholders will remain
subject to the Fund's expenses while also bearing their pro rata share of the
operating expenses of the Private Funds. The ability of the Fund to dispose of
interests in Private Funds is very limited and involves risks, including loss of
the Fund's entire investment in the Private Fund.

     Private investment funds include a variety of pooled investments.
Generally, these pooled investments are structured as a trust, a special purpose
vehicle, and are exempted from registration under the 1940 Act. As an investor,
the Fund owns a proportionate share of the trust. Typically, the trust does not
employ a professional investment manager. Instead, the pooled investment tracks
some index by investing in the issuers or securities that comprise the index.
The Fund receives a stream of cash flows in the form of interest payments from
the underlying assets or the proceeds from the sale of the underlying assets in
the event those underlying assets are sold. However, some pooled investments may
not dispose of the underlying securities regardless of the adverse events
affecting the issuers depending on the investment strategy utilized. In this
type of strategy, the pooled investment continues to hold the underlying
securities as long as the issuers or securities remain members of the tracked
index.


     The pooled investments allow the Fund to synchronize the receipt of
interest and principal payments and also, diversify some of the risks involved
with investing in fixed-income securities. Because the trust holds securities of
many issuers, the default of a few issuers would not impact the Fund
significantly. However, the Fund


                                       52


bears any expenses incurred by the trust. In addition, the Fund assumes the
liquidity risks generally associated the privately offered pooled investments.

     Pooled investments that are structured as a trust contain many similarities
to Private Funds that are structured as limited partnerships. The primary
difference between the trust and the limited partnership structure is the
redemption of the ownership interests. Typically, the ownership interests in a
typical Private Fund are redeemable only by the general partners and thus, are
restricted from transferring from one party to another. Conversely, the
ownership interests in the trust are generally not redeemable by the trust,
except under certain circumstances, and are transferable among the general
public for publicly offered securities and "qualified purchasers" or "qualified
institutional buyers" for privately offered securities.

     The Fund cannot assure that it can achieve better results by investing in a
pooled investment versus investing directly in the individual underlying assets.


     Private investment funds also include investments in certain structured
securities. Structured securities include notes, bonds or debentures that
provide for the payment of principal of, and/or interest in, amounts determined
by reference to changes in the value of specific currencies, interest rates,
commodities, indices or other financial indicators (the "Reference") or the
relative change in two or more References. The interest rate or the principal
amount payable upon maturity or redemption may be increased or decreased
depending upon changes in the applicable Reference. The terms of structured
securities may provide that under certain circumstances no principal is due at
maturity and, therefore, may result in the loss of the Fund's investment.
Structured securities may be positively or negatively indexed, so that
appreciation of the Reference may produce an increase or decrease in the
interest rate or value of the security at maturity. In addition, the change in
interest rate or the value of the security at maturity may be a multiple of the
change in the value of the Reference. Consequently, leveraged structured
securities entail a greater degree of market risk than other types of debt
obligations. Structured securities may also be more volatile, less liquid, and
more difficult to accurately price than less complex fixed-income investments.


Real Estate Securities


     The Funds may invest in real estate investment trusts ("REITs") and other
real estate industry operating companies ("REOCs"). For purposes of the Funds'
investments, a REOC is a company that derives at least 50% of its gross revenues
or net profits from either (1) the ownership, development, construction,
financing, management or sale of commercial, industrial or residential real
estate, or (2) products or services related to the real estate industry, such as
building supplies or mortgage servicing. Investing in REITs involves certain
unique risks in addition to those risks associated with investing in the real
estate industry in general. Although the Funds will not invest directly in real
estate, the Funds may invest in equity securities of issuers primarily engaged
in or related to the real estate industry. Therefore, an investment in REITs is
subject to certain risks associated with the direct ownership of real estate and
with the real estate industry in general. These risks include, among others:
possible declines in the value of real estate; risks related to general and
local economic conditions; possible lack of availability of mortgage funds;
overbuilding; extended vacancies of properties; increases in competition,
property taxes and operating expenses; changes in zoning laws; costs resulting
from the clean-up of, and liability to third parties for damages resulting from,
environmental problems; casualty or condemnation losses; uninsured damages from
floods, earthquakes or other natural disasters; limitations on and variations in
rents; changes in interest rates; and acts of terrorism, war or other acts of
violence. To the extent that assets underlying the REITs' investments are
concentrated geographically, by property type or in certain other respects, the
REITs may be subject to certain of the foregoing risks to a greater extent.
Equity REITs may be affected by changes in the value of the underlying property
owned by the REITs, while mortgage REITs may be affected by the quality of any
credit extended. REITs are dependent upon management skills, are not
diversified, are subject to heavy cash flow dependency, default by borrowers and
self-liquidation. REITs are also subject to the possibilities of failing to
qualify for tax-free pass-through of income under the Code and failing to
maintain their exemptions from registration under the 1940 Act. REITs
(especially mortgage REITs) are also subject to interest rate risks. When
interest rates decline, the value of a REIT's investment in fixed-rate
obligations can be expected to rise. Conversely, when interest rates rise, the


                                       53



value of a REIT's investment in fixed-rate obligations can be expected to
decline. In contrast, as interest rates on adjustable rate mortgage loans are
reset periodically, yields on a REIT's investment in such loans will gradually
align themselves to reflect changes in market interest rates, causing the value
of such investments to fluctuate less dramatically in response to interest rate
fluctuations than would investments in fixed-rate obligations.


     Investing in REITs involves risks similar to those associated with
investing in small capitalization companies. REITs may have limited financial
resources, may trade less frequently and in a limited volume and may be subject
to more abrupt or erratic price movements than larger company securities.

     Investments in mortgage-related securities involve certain risks. In
periods of declining interest rates, prices of fixed income securities tend to
rise. However, during such periods, the rate of prepayment of mortgages
underlying mortgage-related securities tends to increase, with the result that
such prepayments must be reinvested by the issuer at lower rates. In addition,
the value of such securities may fluctuate in response to the market's
perception of the creditworthiness of the issuers of mortgage-related securities
owned by the Funds. Because investments in mortgage-related securities are
interest sensitive, the ability of the issuer to reinvest or to reinvest
favorably in underlying mortgages may be limited by government regulation or tax
policy. For example, action by the Board of Governors of the Federal Reserve
System to limit the growth of the nation's money supply may cause interest rates
to rise and thereby reduce the volume of new residential mortgages.
Additionally, although mortgages and mortgage-related securities are generally
supported by some form of government or private guarantees and/or insurance,
there is no assurance that private guarantors or insurers will be able to meet
their obligations.

Restricted and Illiquid Securities


     Generally, a security is considered illiquid if it cannot be disposed of
within seven days. Its illiquidity might prevent the sale of such a security at
a time when the Adviser or a Sub-Adviser might wish to sell, and these
securities could have the effect of decreasing the overall level of a Fund's
liquidity. Further, the lack of an established secondary market may make it more
difficult to value illiquid securities, requiring the Funds to rely on judgments
that may be somewhat subjective in determining value, which could vary from the
amount that a Fund could realize upon disposition. Because of the nature of
these securities, a considerable period of time may elapse between the Funds'
decision to dispose of these securities and the time when the Funds are able to
dispose of them, during which time the value of the securities could decline.
The expenses of registering restricted securities (excluding securities that may
be resold by the Funds pursuant to Rule 144A under the 1933 Act) may be
negotiated at the time such securities are purchased by the Funds. When
registration is required before the securities may be resold, a considerable
period may elapse between the decision to sell the securities and the time when
the Funds would be permitted to sell them. Thus, the Funds may not be able to
obtain as favorable a price as that prevailing at the time of the decision to
sell. The Funds may also acquire securities through private placements. Such
securities may have contractual restrictions on their resale, which might
prevent their resale by the Funds at a time when such resale would be desirable.
Securities that are not readily marketable will be valued by the Funds in good
faith pursuant to procedures adopted by the Trust's Board.


     Restricted securities, including private placements, are subject to legal
or contractual restrictions on resale. They can be eligible for purchase without
SEC registration by certain institutional investors known as "qualified
institutional buyers," and under the Funds' procedures, restricted securities
could be treated as liquid. However, some restricted securities may be illiquid
and restricted securities that are treated as liquid could be less liquid than
registered securities traded on established secondary markets. The Funds may not
invest more than 15% of its net assets in illiquid securities, measured at the
time of investment. Each Fund will adhere to a more restrictive investment
limitation on its investments in illiquid or restricted securities as required
by the securities laws of those jurisdictions where shares of the Funds are
registered for sale.

To Be Announced Sale Commitments

     To Be Announced ("TBA") sale commitments involve commitments where the unit
price and the estimated principal amount are established upon entering into the
contract, with the actual principal amount being within a specified range of the
estimate. A Fund will enter into TBA sale commitments to hedge its portfolio
positions or to sell mortgage-backed securities it owns under delayed delivery
arrangements. Proceeds of TBA sale commitments are not received until the
contractual settlement date. During the time a TBA sale commitment is
outstanding, the

                                       54


Fund will maintain, in a segregated account, cash or marketable securities in an
amount sufficient to meet the purchase price. Unsettled TBA sale commitments are
valued at current market value of the underlying securities. If the TBA sale
commitment is closed through the acquisition of an offsetting purchase
commitment, the Fund realizes a gain or loss on the commitment without regard to
any unrealized gain or loss on the underlying security. If the Fund delivers
securities under the commitment, the Fund realizes a gain or loss from the sale
of the securities, based upon the unit price established at the date the
commitment was entered into.

INVESTMENT TECHNIQUES

Borrowing

     A Fund may borrow from banks. If a fund borrows money, its share price may
be subject to greater fluctuation until the borrowing is paid off. If a fund
makes additional investments while borrowings are outstanding, this may be
considered a form of leverage. Under the 1940 Act, each Fund is required to
maintain continuous asset coverage of 300% with respect to such borrowings and
to sell (within three days) sufficient portfolio holdings to restore such
coverage if it should decline to less than 300% due to market fluctuations or
otherwise, even if such liquidations of the Fund's holdings may be
disadvantageous from an investment standpoint.

     Leveraging by means of borrowing may exaggerate the effect of any increase
or decrease in the value of portfolio securities or the Fund's NAV, and money
borrowed will be subject to interest and other costs (which may include
commitment fees and/or the cost of maintaining minimum average balances) which
may or may not exceed the income received from the securities purchased with
borrowed funds.

Portfolio Hedging

     Hedging against changes in financial markets, currency rates and interest
rates may be utilized. One form of hedging is with "derivatives." Derivatives
(as described above) are instruments whose value is linked to, or derived from,
another instrument, like an index or a commodity. Hedging transactions involve
certain risks. Although the Funds may benefit from hedging, unanticipated
changes in interest rates or securities prices may result in greater losses for
the Funds than if they did not hedge. If the Funds do not correctly predict a
hedge, it may lose money. In addition, the Funds pay commissions and other costs
in connection with hedging transactions.

     Risks Associated With Hedging Transactions. Hedging transactions have
special risks associated with them, including possible default by the
counterparty to the transaction, illiquidity and, to the extent the Adviser's or
Sub-Adviser's view as to certain market movements is incorrect, the risk that
the use of a hedging transaction could result in losses greater than if it had
not been used. Use of call options could result in losses to the Fund, force the
sale or purchase of portfolio securities at inopportune times or for prices
lower than current market values, or cause the Fund to hold a security it might
otherwise sell.

     Currency hedging involves some of the same risks and considerations as
other transactions with similar instruments. Currency transactions can result in
losses to the Fund if the currency being hedged fluctuates in value to a degree
or in a direction that is not anticipated. Further, the risk exists that the
perceived linkage between various currencies may not be present or may not be
present during the particular time that the Fund is engaging in portfolio
hedging. Currency transactions are also subject to risks different from those of
other portfolio transactions. Because currency control is of great importance to
the issuing governments and influences economic planning and policy, purchases
and sales of currency and related instruments can be adversely affected by
government exchange controls, limitations or restrictions on repatriation of
currency, and manipulations or exchange restrictions imposed by governments.
These forms of governmental actions can result in losses to the Fund if it is
unable to deliver or receive currency or monies in settlement of obligations and
could also cause hedges it has entered into to be rendered useless, resulting in
full currency exposure as well as incurring transaction costs.

                                       55


     In addition, the Fund pays commissions and other costs in connection with
such investments. Losses resulting from the use of hedging transactions will
reduce the Fund's NAV, and possibly income, and the losses can be greater than
if hedging transactions had not been used.


     Risks of Hedging Transactions Outside the United States. When conducted
outside the United States, hedging transactions may not be regulated as
rigorously as in the United States, may not involve a clearing mechanism and
related guarantees, and will be subject to the risk of government actions
affecting trading in, or the price of, foreign securities, currencies and other
instruments. The value of positions taken as part of non-U.S. hedging
transactions also could be adversely affected by: (1) other complex foreign
political, legal and economic factors; (2) lesser availability of data on which
to make trading decisions than in the United States; (3) delays in the Funds'
ability to act upon economic events occurring in foreign markets during
non-business hours in the United States; (4) the imposition of different
exercise and settlement terms and procedures and margin requirements than in the
United States; and (5) lower trading volume and liquidity.


Non-Hedging Strategic Transactions

     A Fund's options, futures and swap transactions will generally be entered
into for hedging purposes -- to protect against possible changes in the market
values of securities held in or to be purchased for the Fund's portfolio
resulting from securities markets, currency or interest rate fluctuations, to
protect the Fund's unrealized gains in the values of its portfolio securities,
to facilitate the sale of such securities for investment purposes, to manage the
effective maturity or duration of the Fund's portfolio, or to establish a
position in the derivatives markets as a temporary substitute for purchase or
sale of particular securities. Each Fund's (except Emerging Markets Fixed Income
Fund, Foreign Fund, Greater China Fund, Index Plus International Equity Fund and
International Capital Appreciation Fund) net loss exposure resulting from
transactions entered into for each purposes will not exceed 5% of the Fund's net
assets at any one time and, to the extent necessary, the Fund will close out
transactions in order to comply with this limitation. Such transactions are
subject to the limitations described above under "Options," "Futures Contracts,"
and "Interest Rate and Currency Swaps."

Lending of Portfolio Securities

     Loans of portfolio securities earn income for the Funds and are
collateralized by cash, cash equivalent or U.S. government securities. The Funds
might experience a loss if the financial institution defaults on the loan. The
borrower at all times during the loan must maintain with the lending Fund cash
or cash equivalent collateral or provide to that Fund an irrevocable letter of
credit equal in value to at least 102% of the value of loaned domestic
securities and 105% of the value of loaned foreign securities on a daily basis.
Although voting rights of the loaned securities may pass to the borrower, if a
material event affecting the investment in the loaned securities is to occur,
the lending Fund must terminate the loan and vote the securities. Alternatively,
the lending Fund may enter into an arrangement that ensures that it can vote the
proxy even while the borrower continues to hold the securities. During the time
portfolio securities are on loan, the borrower pays the lending Fund any
interest or distributions paid on such securities. Each Fund may invest the cash
collateral and earn additional income, or it may receive an agreed-upon amount
of interest income from the borrower who has delivered equivalent collateral or
a letter of credit. Loans are subject to termination at the option of the
lending Fund or the borrower at any time. Each lending Fund may pay reasonable
administrative and custodial fees in connection with a loan and may pay a
negotiated portion of the income earned on the cash to the borrower or placing
broker. As with other extensions of credit, there are risks of delay in recovery
or even loss of rights in the collateral should the borrower fail financially.

Repurchase Agreements

     Repurchase agreements may be utilized, with respect to its portfolio
securities. Such agreements may be considered to be loans by the Funds for
purposes of the 1940 Act. Each repurchase agreement must be collateraltized
fully, in accordance with the provisions of Rule 5b-3 under the 1940 Act, at all
times. Pursuant to such repurchase agreements, the Fund acquires securities from
financial institutions such as brokers, dealers and banks, subject to the
seller's agreement to repurchase and the Fund's agreement to resell such
securities at a

                                       56


mutually agreed upon date and price. The term of such an agreement is generally
quite short, possibly overnight or for a few days, although it may extend over a
number of months (up to one year) from the date of delivery. The repurchase
price generally equals the price paid by the Fund plus interest negotiated on
the basis of current short-term rates (which may be more or less than the rate
on the underlying portfolio security). The securities underlying a repurchase
agreement will be marked to market every business day so that the value of the
collateral is at least equal to the value of the loan, including the accrued
interest thereon, and the Adviser or Sub-Adviser will monitor the value of the
collateral. Securities subject to repurchase agreements will be held by the
Custodian or in the Federal Reserve/Treasury Book-Entry System or an equivalent
foreign system. If the seller defaults on its repurchase obligation, the Fund
holding the repurchase agreement will suffer a loss to the extent that the
proceeds from a sale of the underlying securities is less than the repurchase
price under the agreement. Bankruptcy or insolvency of such a defaulting seller
may cause the Fund's rights with respect to such securities to be delayed or
limited. To mitigate this risk, each Fund may only enter into repurchase
agreements that qualify for an exclusion from any automatic stay of creditors'
rights against the counterparty under applicable insolvency law in the event of
the counterparty's insolvency.

     The Funds treat any securities subject to restrictions on repatriation for
more than seven days, and securities issued in connection with foreign debt
conversion programs that are restricted as to remittance of invested capital or
profit, as illiquid. Illiquid securities do not include securities that are
restricted from trading on formal markets for some period of time but for which
an active informal market exists, or securities that meet the requirements of
Rule 144A under the 1933 Act and that, subject to the review by the Board and
guidelines adopted by the Board, the Adviser or Sub-Adviser has determined to be
liquid.

Reverse Repurchase Agreements and Dollar Roll Transactions

     Reverse repurchase agreement transactions involve the sale of U.S.
government securities held by the Fund, with an agreement that the Fund will
repurchase such securities at an agreed upon price and date. The Fund will
employ reverse repurchase agreements when necessary to meet unanticipated net
redemptions so as to avoid liquidating other portfolio investments during
unfavorable market conditions. At the time it enters into a reverse repurchase
agreement, the Fund will place in a segregated custodial account cash and/or
liquid assets having a dollar value equal to the repurchase price. Reverse
repurchase agreements are considered to be borrowings under the 1940 Act.
Reverse repurchase agreements, together with other permitted borrowings, may
constitute up to 33 1/3% of the Fund's total assets. Under the 1940 Act, the
Fund is required to maintain continuous asset coverage of 300% with respect to
borrowings and to sell (within three days) sufficient portfolio holdings to
restore such coverage if it should decline to less than 300% due to market
fluctuations or otherwise, even if such liquidations of the Fund's holdings may
be disadvantageous from an investment standpoint. Leveraging by means of
borrowing may exaggerate the effect of any increase or decrease in the value of
portfolio securities or the Fund's NAV, and money borrowed will be subject to
interest and other costs (which may include commitment fees and/or the cost of
maintaining minimum average balances) which may or may not exceed the income
received from the securities purchased with borrowed funds. In order to enhance
portfolio returns and manage prepayment risks, The Funds may engage in dollar
roll transactions with respect to mortgage securities issued by GNMA, FNMA and
FHLMC. In a dollar roll transaction, a Fund sells a mortgage security held in
the portfolio to a financial institutional such as a bank or broker-dealer, and
simultaneously agrees to repurchase a substantially similar security (same type,
coupon and maturity) from the institution at a later date at an agreed upon
price. The mortgage securities that are repurchased will bear the same interest
rate as those sold, but generally will be collateralized by different pools of
mortgages with different prepayment histories. During the period between the
sale and repurchase, the Fund will not be entitled to receive interest and
principal payments on the securities sold. Proceeds of the sale will be invested
in short-term instruments, and the income from these investments, together with
any additional fee income received on the sale, could generate income for the
Fund exceeding the yield on the sold security. When a Fund enters into a dollar
roll transaction, cash and/or liquid assets of the Fund, in a dollar amount
sufficient to make payment for the obligations to be repurchased, are segregated
with its custodian at the trade date. These securities are marked daily and are
maintained until the transaction is settled.

                                       57



     Whether a reverse repurchase agreement or dollar-roll transaction produces
a gain for a Fund depends upon the "costs of the agreements" (e.g., a function
of the difference between the amount received upon the sale of its securities
and the amount to be spent upon the purchase of the same or "substantially the
same" security) and the income and gains of the securities purchased with the
proceeds received from the sale of the mortgage security. If the income and
gains on the securities purchased with the proceeds of the agreements exceed the
costs of the agreements, then a Fund's NAV will increase faster than otherwise
would be the case; conversely, if the income and gains on such securities
purchased fail to exceed the costs of the structure, NAV will decline faster
than otherwise would be the case. Reverse repurchase agreements and dollar roll
transactions, as leveraging techniques, may increase a Fund's yield in the
manner described above; however, such transactions also increase a Fund's risk
to capital and may result in a shareholder's loss of principal.


Swaps, Swap Agreements and Options on Swap Agreements

     Swap transactions, include, but are not limited to, swap agreements on
interest rates, security or commodity indices, specific securities and
commodities and credit and event-linked swaps.

     To the extent the Fund may invest in foreign currency-denominated
securities, it may also invest in currency exchange rate swap agreements. The
Fund may also enter into options on swap agreements ("swap options").

     The Fund may enter into swap transactions for any legal purpose consistent
with its investment objective and policies, such as for the purpose of
attempting to obtain or preserve a particular return or spread at a lower cost
than obtaining a return or spread through purchases and/or sales of instruments
in other markets, to protect against currency fluctuations, as a duration
management technique, to protect against any increase in the price of securities
the Fund anticipates purchasing at a later date, or to gain exposure to certain
markets in the most economical way possible.

     Swap agreements are two party contracts entered into primarily by
institutional investors for periods ranging from a few weeks to more than one
year. In a standard "swap" transaction, two parties agree to exchange the
returns (or differentials in rates of return) earned or realized on particular
predetermined investments or instruments, which may be adjusted for an interest
factor. The gross returns to be exchanged or "swapped" between the parties are
generally calculated with respect to a "notional amount," i.e., the return on or
increase in value of a particular dollar amount invested at a particular
interest rate, in a particular foreign currency, or in a "basket" of securities
or commodities representing a particular index. Forms of swap agreements include
interest rate caps, under which, in return for a premium, one party agrees to
make payments to the other to the extent that interest rates exceed a specified
rate, or "cap"; interest rate floors, under which, in return for a premium, one
party agrees to make payments to the other to the extent that interest rates
fall below a specified rate, or "floor"; and interest rate collars, under which
a party sells a cap and purchases a floor or vice versa in an attempt to protect
itself against interest rate movements exceeding given minimum or maximum
levels. Consistent with the Fund's investment objectives and general investment
policies, the Fund may invest in commodity swap agreements. For example, an
investment in a commodity swap agreement may involve the exchange of
floating-rate interest payments for the total return on a commodity index. In a
total return commodity swap, the Fund will receive the price appreciation of a
commodity index, a portion of the index, or a single commodity in exchange for
paying an agreed-upon fee. If the commodity swap is for one period, the Fund may
pay a fixed fee, established at the outset of the swap. However, if the term of
the commodity swap is more than one period, with interim swap payments, the Fund
may pay an adjustable or floating fee. With a "floating" rate, the fee may be
pegged to a base rate, such as the LIBOR, and is adjusted each period.
Therefore, if interest rates increase over the term of the swap contract, the
Fund may be required to pay a higher fee at each swap reset date.

     The Fund may enter into credit swap agreements. The "buyer" in a credit
default contract is obligated to pay the "seller" a periodic stream of payments
over the term of the contract provided that no event of default on an underlying
reference obligation has occurred. If an event of default occurs, the seller
must pay the buyer the full notional value, or "par value," of the reference
obligation in exchange for the reference obligation. The Fund may

                                       58


be either the buyer or seller in a credit default swap transaction. If the Fund
is a buyer and no event of default occurs, the Fund will lose its investment and
recover nothing. However, if an event of default occurs, the Fund (if the buyer)
will receive the full notional value of the reference obligation that may have
little or no value. As a seller, the Fund receives a fixed rate of income
throughout the term of the contract, which typically is between six months and
three years, provided that there is no default event. If an event of default
occurs, the seller must pay the buyer the full notional value of the reference
obligation. Credit default swap transactions involve greater risks than if the
Fund had invested in the reference obligation directly.

     A swap option is a contract that gives a counterparty the right (but not
the obligation) in return for payment of a premium, to enter into a new swap
agreement or to shorten, extend, cancel or otherwise modify an existing swap
agreement, at some designated future time on specified terms. Each Fund that may
engage in swaps may write (sell) and purchase put and call swap options.

     Most swap agreements entered into by the Fund would calculate the
obligations of the parties to the agreement on a "net basis." Consequently, the
Fund's current obligations (or rights) under a swap agreement will generally be
equal only to the net amount to be paid or received under the agreement based on
the relative values of the positions held by each party to the agreement (the
"net amount"). The Fund's current obligations under a swap agreement will be
accrued daily (offset against any amounts owed to the Fund) and any accrued but
unpaid net amounts owed to a swap counterparty will be covered by the
segregation of assets determined to be liquid by the Sub-Adviser in accordance
with procedures established by the Board, to avoid any potential leveraging of
the Fund's portfolio. Obligations under swap agreements so covered will not be
construed to be "senior securities" for purposes of the Fund's investment
restriction concerning senior securities. The Fund will not enter into a swap
agreement with any single party if the net amount owed or to be received under
existing contracts with that party would exceed 5% of the Fund's total assets.

     Whether the Fund's use of swap agreements or swap options will be
successful in furthering its investment objective of total return will depend on
the Sub-Adviser's ability to predict correctly whether certain types of
investments are likely to produce greater returns than other investments.
Because they are two party contracts and because they may have terms of greater
than seven days, swap agreements may be considered to be illiquid. Moreover, the
Fund bears the risk of loss of the amount expected to be received under a swap
agreement in the event of the default or bankruptcy of a swap agreement
counterparty. The Fund will enter into swap agreements only with counterparties
that meet certain standards of creditworthiness (generally, such counterparties
would have to be eligible counterparties under the terms of the Fund's
repurchase agreement guidelines). Certain restrictions imposed on the Fund by
the Code may limit the Fund's ability to use swap agreements. The swaps market
is a relatively new market and is largely unregulated. It is possible that
developments in the swaps market, including potential government regulation,
could adversely affect the Fund's ability to terminate existing swap agreements
or to realize amounts to be received under such agreements.

     Depending on the terms of the particular option agreement, the Fund will
generally incur a greater degree of risk when it writes a swap option than it
will incur when it purchases a swap option. When the Fund purchases a swap
option, it risks losing only the amount of the premium it has paid should it
decide to let the option expire unexercised. However, when the Fund writes a
swap option, upon exercise of the option the Fund will become obligated
according to the terms of the underlying agreement.


     Certain swap agreements are exempt from most provisions of the Commodity
Exchange Act ("CEA") and, therefore, are not regulated as futures or commodity
option transactions under the CEA, pursuant to regulations approved by the
Commodity Futures Trading Commission ("CFTC"). To qualify for this exemption, a
swap agreement must be entered into by "eligible participants," which includes
the following, provided the participants' total assets exceed established
levels: a bank or trust company, savings association or credit union, insurance
company, investment company subject to regulation under the 1940 Act, commodity
pool, corporation, partnership, proprietorship, organization, trust or other
entity, employee benefit plan, governmental entity, broker-dealer, futures
commission merchant, natural person, or regulated foreign person. To be
eligible, natural persons and most other entities must have total assets
exceeding $10 million; commodity pools and employee benefit plans must have


                                       59


assets exceeding $5 million. In addition, an eligible swap transaction must meet
three conditions. First, the swap agreement may not be part of a fungible class
of agreements that are standardized as to their material economic terms. Second,
the creditworthiness of parties with actual or potential obligations under the
swap agreement must be a material consideration in entering into or determining
the terms of the swap agreement, including pricing, cost or credit enhancement
terms. Third, swap agreements may not be entered into and traded on or through a
multilateral transaction execution facility.


     This exemption is not exclusive, and participants may continue to rely on
existing exclusions for swaps, such as the Policy Statement issued in July 1989
which recognized a safe harbor for swap transactions from regulation as futures
or commodity option transactions under the CEA or its regulations. The Policy
Statement applies to swap transactions settled in cash that (1) have
individually tailored terms; (2) lack exchange-style offset and the use of a
clearing organization or margin system; (3) are undertaken in conjunction with a
line of business; and (4) are not marketed to the public.


Securities, Interest Rate and Currency Swaps

     Securities Swaps. Securities swaps, a technique primarily used to
indirectly participate in the securities market of a country from which a Fund
would otherwise be precluded for lack of an established securities custody and
safekeeping system. The Fund deposits an amount of cash with its custodian (or
the broker, if legally permitted) in an amount equal to the selling price of the
underlying security. Thereafter, the Fund pays or receives cash from the broker
equal to the change in the value of the underlying security.

     Interest and Currency Swaps. Interest rate and currency swap transactions
and purchase or sell interest rate and currency caps and floors may be used, as
well as entering into currency swap cap transactions. An interest rate or
currency swap involves an agreement between a Fund and another party to exchange
payments calculated as if they were interest on a specified ("notional")
principal amount (e.g., an exchange of floating rate payments by one party for
fixed rate payments by the other). An interest rate cap or floor entitles the
purchaser, in exchange for a premium, to receive payments of interest on a
notional principal amount from the seller of the cap or floor, to the extent
that a specified reference rate exceeds or falls below a predetermined level. A
Fund usually enters into such transactions on a "net" basis, with the Fund
receiving or paying, as the case may be, only the net amount of the two payment
streams. The net amount of the excess, if any, of a Fund's obligations over its
entitlements with respect to each swap is accrued on a daily basis, and an
amount of cash or high-quality liquid securities having an aggregate NAV at
least equal to the accrued excess is maintained in a segregated account by the
Trust's custodian. If a Fund enters into a swap on other than a net basis, or
sells caps or floors, the Fund maintains a segregated account in the full amount
accrued on a daily basis of the Fund's obligations with respect to the
transaction. Such segregated accounts are maintained in accordance with
applicable regulations of the Commission.

     A Fund will not enter into any of these derivative transactions unless the
unsecured senior debt or the claims paying ability of the other party to the
transaction is rated at least "high quality" at the time of purchase by at least
one of the established rating agencies (e.g., A by S&P). The swap market has
grown substantially in recent years, with a large number of banks and investment
banking firms acting both as principals and agents utilizing standard swap
documentation, and the Adviser or Sub-Adviser has determined that the swap
market has become relatively liquid. Swap transactions do not involve the
delivery of securities or other underlying assets or principal, and the risk of
loss with respect to such transactions is limited to the net amount of payments
that the Fund is contractually obligated to make or receive. Caps and floors are
more recent innovations for which standardized documentation has not yet been
developed; accordingly, they are less liquid than swaps. Caps and floors
purchased by a Fund are considered to be illiquid assets.


     Interest Rate Swaps. As indicated above, an interest rate swap is a
contract between two entities ("counterparties") to exchange interest payments
(of the same currency) between the parties. In the most common interest rate
swap structure; one counterparty agrees to make floating rate payments to the
other counterparty, which in turn makes fixed-rate payments to the first
counterparty. Interest payments are determined by applying the respective
interest rates to an agreed upon amount, referred to as the "notional principal
amount." In most such transactions, the floating rate payments are tied to the
LIBOR, which is the offered rate for short-term Eurodollar


                                       60


deposits between major international banks. As there is no exchange of principal
amounts, an interest rate swap is not an investment or a borrowing.

     Cross-Currency Swaps. A cross-currency swap is a contract between two
counterparties to exchange interest and principal payments in different
currencies. A cross-currency swap normally has an exchange of principal at
maturity (the final exchange); an exchange of principal at the start of the swap
(the initial exchange) is optional. An initial exchange of notional principal
amounts at the spot exchange rate serves the same function as a spot transaction
in the foreign exchange market (for an immediate exchange of foreign exchange
risk). An exchange at maturity of notional principal amounts at the spot
exchange rate serves the same function as a forward transaction in the foreign
exchange market (for a future transfer of foreign exchange risk). The currency
swap market convention is to use the spot rate rather than the forward rate for
the exchange at maturity. The economic difference is realized through the coupon
exchanges over the life of the swap. In contrast to single currency interest
rate swaps, cross-currency swaps involve both interest rate risk and foreign
exchange risk.

     Swap options. A swap option is a contract that gives a counterparty the
right (but not the obligation) to enter into a new swap agreement or to shorten,
extend, cancel or otherwise change an existing swap agreement, at some
designated future time on specified terms. It is different from a forward swap,
which is a commitment to enter into a swap that starts at some future date with
specified rates. A swap option may be structured European-style (exercisable on
the pre-specified date) or American-style (exercisable during a designated
period). The right pursuant to a swap option must be exercised by the right
holder. The buyer of the right to a swap option is said to own a call.

     Caps and Floors. Interest rate caps and floors and currency swap cap
transactions. An interest rate cap is a right to receive periodic cash payments
over the life of the cap equal to the difference between any higher actual level
of interest rates in the future and a specified strike (or "cap") level. The cap
buyer purchases protection for a floating rate move above the strike. An
interest rate floor is the right to receive periodic cash payments over the life
of the floor equal to the difference between any lower actual level of interest
rates in the future and a specified strike (or "floor") level. The floor buyer
purchases protection for a floating rate move below the strike. The strikes are
typically based on the three-month LIBOR (although other indices are available)
and are measured quarterly. Rights arising pursuant to both caps and floors are
exercised automatically if the strike is in the money. Caps and floors eliminate
the risk that the buyer fails to exercise an in-the-money option.

Risks Associated with Swaps, Caps and Floors

     The risks associated with interest rate and currency swaps and interest
rate caps and floors are similar to those described above with respect to dealer
options. In connection with such transactions, a Fund relies on the other party
to the transaction to perform its obligations pursuant to the underlying
agreement. If there were a default by the other party to the transaction, the
Fund would have contractual remedies pursuant to the agreement, but could incur
delays in obtaining the expected benefit of the transaction or loss of such
benefit. In the event of insolvency of the other party, the Fund might be unable
to obtain its expected benefit. In addition, while each Fund will seek to enter
into such transactions only with parties which are capable of entering into
closing transactions with the Fund, there can be no assurance that a Fund will
be able to close out such a transaction with the other party, or obtain an
offsetting position with any other party, at any time prior to the end of the
term of the underlying agreement. This may impair a Fund's ability to enter into
other transactions at a time when doing so might be advantageous.

     Structured Notes. Structured notes are derivative debt securities, the
interest rate or principal of which is determined by an unrelated indicator.
Indexed securities include structured notes as well as securities other than
debt securities, the interest rate or principal of which is determined by an
unrelated indicator. Indexed securities may include a multiplier that multiplies
the indexed element by a specified factor and, therefore, the value of such
securities may be very volatile. To the extent the Fund invests in these
securities, however, the Sub-Adviser analyzes these securities in its overall
assessment of the effective duration of the Fund's portfolio in an effort to
monitor the Fund's interest rate risk.

                                       61


Temporary Defensive and Other Short-Term Positions

     Investing in certain short-term, high-quality debt instruments and in U.S.
government securities is done for the following purposes: (i) to meet
anticipated day-to-day operating expenses; (ii) pending the Adviser's or
Sub-Adviser's ability to invest cash inflows; (iii) to permit the Fund to meet
redemption requests; and (iv) for temporary defensive purposes. A Fund for which
the investment objective is capital appreciation may also invest in such
securities if the Fund's assets are insufficient for effective investment in
equities.

     Although it is expected that each Fund will normally be invested consistent
with its investment objectives and policies, the short-term instruments in which
a Fund may invest include: (i) short-term obligations of the U.S. government and
its agencies, instrumentalities, authorities or political subdivisions; (ii)
other short-term debt securities; (iii) commercial paper, including master
notes; (iv) bank obligations, including certificates of deposit, time deposits
and bankers' acceptances; and (v) repurchase agreements. When investing for the
purposes indicated above, the Funds will normally invest in short-term
instruments that do not have a maturity of greater than one year. To the extent
a Fund is engaged in temporary defensive investments, it will not be pursuing
its investment objective.

When-Issued Securities and Delayed-Delivery Transactions

     In order to secure prices or yields deemed advantageous at the time, the
Funds may purchase or sell securities on a when-issued or a delayed-delivery
basis generally 15 to 45 days after the commitment is made. The Funds will enter
into a when-issued transaction for the purpose of acquiring portfolio securities
and not for the purpose of leverage. In such transactions, delivery of the
securities occurs beyond the normal settlement periods, but no payment or
delivery is made by, and no interest accrues to, a Fund prior to the actual
delivery or payment by the other party to the transaction. Due to fluctuations
in the value of securities purchased on a when-issued or a delayed-delivery
basis, the yields obtained on such securities may be higher or lower than the
yields available in the market on the dates when the investments are actually
delivered to the buyers. Similarly, the sale of securities for delayed-delivery
can involve the risk that the prices available in the market when delivery is
made may actually be higher than those obtained in the transaction itself. Each
Fund will establish a segregated account with the Custodian consisting of cash
and/or liquid assets in an amount equal to the amount of its when-issued and
delayed-delivery commitments which will be "marked to market" daily. Each Fund
will only make commitments to purchase such securities with the intention of
actually acquiring the securities, but the Fund may sell these securities before
the settlement date if it is deemed advisable as a matter of investment
strategy. In these cases, a Fund may realize a taxable gain or loss. When a Fund
engages in when-issued, forward commitment and delayed settlement transactions,
it relies on the other party to consummate the trade. Failure of such party to
do so may result in a Fund's incurring a loss or missing an opportunity to
obtain a price credited to be advantageous.

     When the time comes to pay for the securities acquired on a
delayed-delivery basis, a Fund will meet its obligations from the available cash
flow, sale of the securities held in the segregated account, sale of other
securities or, although it would not normally expect to do so, from sale of the
when-issued securities themselves (which may have a market value greater or less
than the Fund's payment obligation). Depending on market conditions, the Funds
could experience fluctuations in share price as a result of delayed delivery or
when-issued purchases.

Short Sales

     A Fund may make a short sale of securities it already owns or have the
right to acquire at no added cost through conversion or exchange of other
securities it owns (referred to as short sales "against the box"). In a short
sale that is not "against the box," a Fund sells a security, which it does not
own, in anticipation of a decline in the market value of the security. To
complete the sale, the Fund must borrow the security generally from the broker
through which the short sale is made) in order to make delivery to the buyer.
The Fund must replace the security borrowed by purchasing it at the market price
at the time of replacement. The Fund is said to have a "short position" in the
securities sold until it delivers them to the broker. The period during which
the Fund has a short position can range from one day to more than a year. Until
the Fund replaces the security, the proceeds of the short sale are retained by
the broker, and the Fund must pay to the broker a negotiated portion of any
dividends or

                                       62


interest, which accrues during the period of the loan. To meet current margin
requirements, the Fund must deposit with the broker additional cash or
securities so that it maintains with the broker a total deposit equal to 150% of
the current market value of the securities sold short (100% of the current
market value if a security is held in the account that is convertible or
exchangeable into the security sold short within ninety (90) days without
restriction other than the payment of money).

     Short sales by a Fund that are not made "against the box" create
opportunities to increase the Fund's return but, at the same time, involve
specific risk considerations and may be considered a speculative technique.
Since the Fund in effect profits from a decline in the price of the securities
sold short without the need to invest the full purchase price of the securities
on the date of the short sale, the Fund's net asset value per share tends to
increase more when the securities it has sold short decrease in value, and to
decrease more when the securities it has sold short increase in value, than
would otherwise be the case if it had not engaged in such short sales. The
amount of any gain will be decreased, and the amount of any loss increased, by
the amount of any premium, dividends or interest the Fund may be required to pay
in connection with the short sale. Short sales theoretically involve unlimited
loss potential, as the market price of securities sold short may continually
increase, although a Fund may mitigate such losses by replacing the securities
sold short before the market price has increased significantly. Under adverse
market conditions the Fund might have difficulty purchasing securities to meet
its short sale delivery obligations, and might have to sell portfolio securities
to raise the capital necessary to meet its short sale obligations at a time when
fundamental investment considerations would not favor such sales.

     If a Fund makes a short sale "against the box," the Fund would not
immediately deliver the securities sold and would not receive the proceeds from
the sale. The seller is said to have a short position in the securities sold
until it delivers the securities sold, at which time it receives the proceeds of
the sale. To secure its obligation to deliver securities sold short, a Fund will
deposit in escrow in a separate account with the Custodian an equal amount of
the securities sold short or securities convertible into or exchangeable for
such securities. The Fund can close out its short position by purchasing and
delivering an equal amount of the securities sold short, rather than by
delivering securities already held by the Fund, because the Fund might want to
continue to receive interest and dividend payments on securities in its
portfolio that are convertible into the securities sold short.

     A Fund's decision to make a short sale "against the box" may be a technique
to hedge against market risks when the Investment Adviser or Sub-Adviser
believes that the price of a security may decline, causing a decline in the
value of a security owned by the Fund or a security convertible into or
exchangeable for such security. In such case, any future losses in the Fund's
long position would be reduced by a gain in the short position. The extent to
which such gains or losses in the long position are reduced will depend upon the
amount of securities sold short relative to the amount of the securities the
Fund owns, either directly or indirectly, and, in the case where the Fund owns
convertible securities, changes in the investment values or conversion premiums
of such securities.

     In the view of the Commission, a short sale involves the creation of a
"senior security" as such term is defined in the 1940 Act, unless the sale is
"against the box" and the securities sold short are placed in a segregated
account (not with the broker), or unless the Fund's obligation to deliver the
securities sold short is "covered" by placing in a segregated account (not with
the broker) cash, U.S. government securities or other liquid debt or equity
securities in an amount equal to the difference between the market value of the
securities sold short at the time of the short sale and any such collateral
required to be deposited with a broker in connection with the sale (not
including the proceeds from the short sale), which difference is adjusted daily
for changes in the value of the securities sold short. The total value of the
cash, U.S. government securities or other liquid debt or equity securities
deposited with the broker and otherwise segregated may not at any time be less
than the market value of the securities sold short at the time of the short
sale. Each Fund will comply with these requirements. In addition, as a matter of
policy, the Funds' Board has determined that no Fund will make short sales of
securities or maintain a short position if to do so could create liabilities or
require collateral deposits and segregation of assets aggregating more than 25%
of the Fund's total assets, taken at market value.


     The extent to which a Fund may enter into short sales transactions may be
limited by the Code requirements for qualification of the Fund as a RIC. See
"Dividends, Distributions and Taxes."


                                       63


                             INVESTMENT RESTRICTIONS

     All percentage limitations set forth below apply immediately after a
purchase or initial investment, and any subsequent change in any applicable
percentage resulting from market fluctuations will not require elimination of
any security from the relevant portfolio.

FUNDAMENTAL INVESTMENT RESTRICTIONS - ASIA-PACIFIC REAL ESTATE FUND

Fundamental Investment Restrictions

     The investment objective of the Fund is not fundamental and may be changed
by the Board. The Fund has adopted the following investment restrictions as
fundamental policies which means they cannot be changed without the approval of
the holders of a "majority" of the Fund's outstanding voting securities as that
term is defined in the 1940 Act. The term "majority" is defined in the 1940 Act
as the lesser of: (1) 67% or more of the Fund's shares present at a meeting of
shareholders at which the holders of more than 50% of the outstanding shares of
the Fund are present in person or by proxy, or (2) more than 50% of the Fund's
outstanding voting securities.

     As a matter of fundamental policy, the Fund may not:


1.   purchase any securities which would cause 25% or more of the value of their
     total assets at the time of purchase to be invested in securities of one or
     more issuers conducting their principal business activities in the same
     industry, provided that: (a) there is no limitation with respect to
     obligations issued or guaranteed by the U.S. government, tax exempt
     securities issued by any state or territory of the United States, or any of
     their agencies, instrumentalities or political subdivisions; (b)
     notwithstanding this limitation or any other fundamental investment
     limitation, assets may be invested in the securities of one or more
     management investment companies to the extent permitted by the 1940 Act
     including the rules and regulations thereunder and any exemptive relief
     obtained by the Fund; and (c) the Fund will invest more than 25% of their
     total assets in the real estate industry;


2.   borrow money, except to the extent permitted under the 1940 Act including
     the rules, regulations, interpretations thereunder and any exemptive relief
     obtained by the Fund;

3.   make loans, except to the extent permitted under the 1940 Act including the
     rules, regulations, interpretations and any exemptive relief obtained by
     the Fund. For the purposes of this limitation, entering into repurchase
     agreements, lending securities and acquiring debt securities are not deemed
     to be making of loans;

4.   underwrite any issue of securities within the meaning of the 1933 Act
     except when it might technically be deemed to be an underwriter either: (a)
     in connection with the disposition of a portfolio security; or (b) in
     connection with the purchase of securities directly from the issuer thereof
     in accordance with its investment objective. This restriction shall not
     limit the Fund's ability to invest in securities issued by other registered
     management investment companies;

5.   purchase or sell real estate, except that the Fund may (i) acquire or lease
     office space for their own use, (ii) invest in securities of issuers that
     invest in real estate or interests therein, (iii) invest in
     mortgage-related securities and other securities that are secured by real
     estate or interests therein, or (iv) hold and sell real estate acquired by
     the Fund as a result of the ownership of securities;

6.   issue senior securities except to the extent permitted by the 1940 Act
     including the rules and regulations thereunder and any exemptive relief
     obtained by the Fund; or

                                       64


7.   purchase or sell physical commodities unless acquired as a result of
     ownership of securities or other instruments (but this shall not prevent
     the Fund from purchasing or selling options and futures contracts or from
     investing in securities or other instruments backed by physical
     commodities). This limitation does not apply to foreign currency
     transactions including, without limitation, forward currency contracts.

     The Fund is non-diversified. The Fund is not limited by the 1940 Act in the
proportion of assets that it may invest in the obligations of a single issuer.
The investment of a large percentage of the Fund's assets in the securities of a
small number of issuers may cause the Fund's share price to fluctuate more than
that of a diversified investment company.

Non-Fundamental Investment Policies

     The Board has adopted the following non-fundamental investment restriction
which may be changed by the Board and without shareholder vote.

     The Fund has also adopted a non-fundamental policy as required by Rule
35d-1 under the 1940 Act to invest, under normal circumstances, at least 80% of
the value of their net assets plus the amount of any borrowings for investment
purposes in a portfolio of equity securities of companies that are principally
engaged in the real estate industry. The Fund has also adopted a policy to
provide its shareholders with at least 60 days' prior written notice of any
change in such investment policy. If, subsequent to an investment, the 80%
requirement is no longer met, the Fund's future investments will be made in a
manner that will bring the Fund into compliance with this policy.

FUNDAMENTAL INVESTMENT RESTRICTIONS - DISCIPLINED INTERNATIONAL SMALLCAP FUND

     The investment objective of the Fund is not fundamental and may be changed
by the Board. The Fund has adopted the following investment restrictions as
fundamental policies which means they may be changed only with approval of the
holders of a "majority" of securities, as that term is defined in the 1940 Act.
The term "majroity" is defined in the 1940 Act as the lesser of (1) 67% or more
of the Fund's voting securities present at a meeting of shareholders of which
the holders of more than 50% of the outstanding shares are present in person or
by proxy, or (2) more than 50% of the Fund's outstanding securities.

     As a matter of fundamental policy, the Fund may not:


     1.   purchase any securities which would cause 25% or more of the value of
          its total assets at the time of purchase to be invested in securities
          of one or more issuers conducting their principal business activities
          in the same industry, provided that: (a) there is no limitation with
          respect to obligations issued or guaranteed by the U.S. government,
          any state or territory of the United States, or any of their agencies,
          instrumentalities or political subdivisions; and (b) notwithstanding
          this limitation or any other fundamental investment limitation, assets
          may be invested in the securities of one or more management investment
          companies to the extent permitted by the 1940 Act, the rules and
          regulations thereunder and any exemptive relief obtained by the Fund;


     2.   borrow money, except to the extent permitted under the 1940 Act,
          including the rules, regulations, interpretations thereunder and any
          exemptive relief obtained by the Fund;

     3.   make loans, except to the extent permitted under the 1940 Act,
          including the rules, regulations, interpretations thereunder and any
          exemptive relief obtained by the Fund;

     4.   underwrite any issue of securities within the meaning of the 1933 Act
          except when it might technically be deemed to be an underwriter
          either: (a) in connection with the disposition of a Fund security; or
          (b) in connection with the purchase of securities directly from the
          issuer thereof in accordance with its

                                       65


          investment objective. This restriction shall not limit the Fund's
          ability to invest in securities issued by other registered management
          investment companies;

     5.   purchase or sell real estate, except that the Fund may (i) acquire or
          lease office space for its own use, (ii) invest in securities of
          issuers that invest in real estate or interests therein, (iii) invest
          in mortgage-related securities and other securities that are secured
          by real estate or interests therein, or (iv) hold and sell real estate
          acquired by the Fund as a result of the ownership of securities;

     6.   issue senior securities to the extent permitted by the 1940 Act, the
          rules and regulations thereunder and any exemptive relief obtained by
          the Fund; or

     7.   purchase or sell physical commodities, unless acquired as a result of
          ownership of securities or other instruments (but this shall now
          prevent the Fund from purchasing or selling options and futures
          contracts or from investing in securities or other instruments backed
          by physical commodities). This limitation does not apply to foreign
          currency transactions, including, without limitation, forward currency
          contracts.


     The Fund is also subject to the following restrictions and policies that
are not fundamental and may, therefore, be changed by the Board (without
shareholder approval). Unless otherwise indicated, the Fund may not:

     1.   make short sales of securities or maintain a short position if to do
          so could create liabilities or require collateral deposits and
          segregation of assets aggregating more than 25% of the Fund's total
          assets, taken at market value.


FUNDAMENTAL INVESTMENT RESTRICTIONS - EMERGING COUNTRIES FUND

     The investment objective of the Fund is a fundamental policy and may not be
changed without a shareholder vote. The Fund has adopted the following
investment restrictions as fundamental policies which means they cannot be
changed without the approval of the holders of a "majority" of the Fund's
outstanding voting securities, as that term is defined in the 1940 Act. The term
"majority" is defined in the 1940 Act as the lesser of (1) 67% or more of the
Fund's shares present at a meeting of shareholders at which the holders of more
than 50% of the outstanding shares of the Fund are present in person or by
proxy, or (2) more than 50% of the Fund's outstanding voting securities.

     As a matter of fundamental policy, the Fund may not:

     1.   invest in securities of any one issuer if more than 5% of the market
          value of its total assets would be invested in the securities of such
          issuer, except that up to 25% of the Fund's total assets may be
          invested without regard to this restriction and the Fund will be
          permitted to invest all or a portion of its assets in another
          diversified, open-end management investment company with substantially
          the same investment objective, policies and restrictions as the Fund.
          This restriction also does not apply to investments by the Fund in
          securities of the U.S. Government or any of its agencies and
          instrumentalities;

     2.   purchase more than 10% of the outstanding voting securities, or of any
          class of securities, of any one issuer, or purchase the securities of
          any issuer for the purpose of exercising control or management, except
          that the Fund will be permitted to invest all or a portion of its
          assets in another diversified, open-end management investment company
          with substantially the same investment objective, policies and
          restrictions as the Fund;

     3.   invest 25% or more of the market value of its total assets in the
          securities of issuers in any one particular industry, except that the
          Fund will be permitted to invest all or a portion of its assets in

                                       66



          another diversified, open-end management investment company with
          substantially the same investment objective, policies and restrictions
          as the Fund. This restriction does not apply to investments by the
          Fund in securities of the U.S. government or its agencies and
          instrumentalities or to investments by the Money Market Fund (not
          included in this SAI) in obligations of domestic branches of U.S.
          banks and U.S. branches of foreign banks which are subject to the same
          regulation as U.S. banks;


     4.   purchase or sell real estate. However, the Fund may invest in
          securities secured by, or issued by companies that invest in, real
          estate or interests in real estate;

     5.   make loans of money, except that the Fund may purchase publicly
          distributed debt instruments and certificates of deposit and enter
          into repurchase agreements. The Fund reserves the authority to make
          loans of its portfolio securities in an aggregate amount not exceeding
          30% of the value of its total assets;


     6.   borrow money on a secured or unsecured basis, except for temporary,
          extraordinary or emergency purposes or for the clearance of
          transactions in amounts not exceeding 20% of the value of its total
          assets at the time of the borrowing, provided that, pursuant to the
          1940 Act, the Fund may borrow money if the borrowing is made from a
          bank or banks and only to the extent that the value of the Fund's
          total assets, less its liabilities other than borrowings, is equal to
          at least 300% of all borrowings (including proposed borrowings), and
          provided, further that the borrowing may be made only for temporary,
          extraordinary or emergency purposes or for the clearance of
          transactions in amounts not exceeding 20% of the value of the Fund's
          total assets at the time of the borrowing. If such asset coverage of
          300% is not maintained, the Fund will take prompt action to reduce its
          borrowings as required by applicable law;


     7.   pledge or in any way transfer as security for indebtedness any
          securities owned or held by it, except to secure indebtedness
          permitted by restriction 6 above. This restriction shall not prohibit
          the Fund from engaging in options, futures and foreign currency
          transactions, and shall not apply to the Money Market Fund (not
          included in this Prospectus);


     8.   underwrite securities of other issuers, except insofar as it may be
          deemed an underwriter under the 1933 Act in selling portfolio
          securities;


     9.   invest more than 15% of the value of its net assets in securities that
          at the time of purchase are illiquid;

     10.  purchase securities on margin, except for initial and variation margin
          on options and futures contracts, and except that the Fund may obtain
          such short-term credit as may be necessary for the clearance of
          purchases and sales of securities;

     11.  engage in short sales, except that the Fund may use such short-term
          credits as are necessary for the clearance of transactions;


     12.  invest in securities of other investment companies, except (a) that
          the Fund will be permitted to invest all or a portion of its assets in
          another diversified, open-end management investment company with
          substantially the same investment objective, policies and restrictions
          as the Fund; (b) in compliance with the 1940 Act and applicable state
          securities laws, or (c) as part of a merger, consolidation,
          acquisition or reorganization involving the Fund;


     13.  issue senior securities, except that the Fund may borrow money as
          permitted by restrictions 5 and 6 above. This restriction shall not
          prohibit the Funds from engaging in short sales, options, futures and
          foreign currency transactions;

                                       67



     14.  enter into transactions for the purpose of arbitrage, or invest in
          commodities and commodities contracts, except that the Fund may invest
          in stock index, currency and financial futures contracts and related
          options in accordance with any rules of the CFTC;


     15.  purchase or write options on securities, except for hedging purposes
          and then only if (i) aggregate premiums on call options purchased by
          the Fund do not exceed 5% of its net assets, (ii) aggregate premiums
          on put options purchased by the Fund do not exceed 5% of its net
          assets, (iii) not more than 25% of the Fund's net assets would be
          hedged, and (iv) not more than 25% of the Fund's net assets are used
          as cover for options written by the Fund.

     For purposes of investment restriction number 5, the Trust considers the
restriction to prohibit the Fund from entering into instruments that have the
character of a loan, i.e., instruments that are negotiated on a case-by-case
basis between a lender and a borrower. The Trust considers the phrase "publicly
distributed debt instruments" in that investment restriction to include, among
other things, registered debt securities and unregistered debt securities that
are offered pursuant to Rule 144A under the 1933 Act. As a result, the Fund may
invest in such securities. Further, the Trust does not consider investment
restriction number 5 to prevent the Fund from investing in investment companies
that invest in loans.

NON-FUNDAMENTAL INVESTMENT POLICIES

     The Board has adopted the following non-fundamental investment restriction
which may be changed by the Board and without shareholder vote:

     Emerging Countries Fund has also adopted a non-fundamental policy as
required by Rule 35d-1 under the 1940 Act to invest, under normal circumstances,
at least 80% of the value of its net assets, plus the amount of any borrowings
for investment purposes, in securities of issuers located in a number of
different countries with emerging securities markets. The Fund has also adopted
a policy to provide its shareholders with at least 60 days' prior written notice
of any change in such investment policy. If, subsequent to an investment, the
80% requirement is no longer met, the Fund's future investments will be made in
a manner that will bring the Fund into compliance with this policy.

FUNDAMENTAL INVESTMENT RESTRICTIONS - EMERGING MARKETS FIXED INCOME FUND

     The Fund's investment objective is not fundamental and may be changed
without a shareholder vote. The Fund has adopted the following investment
restrictions as fundamental policies, which means they cannot be changed without
the approval of the holders of a "majority" of the Fund's outstanding voting
securities, as that term is defined in the 1940 Act. The term "majority" is
defined in the 1940 Act as the lesser of: (1) 67% or more of the Fund's shares
present at a meeting of shareholders at which the holders of more than 50% of
the outstanding shares of the Fund are present in person or by proxy, or (2)
more than 50% of the Fund's outstanding voting securities.

     As a matter of fundamental policy, the Fund may not:


     1.   purchase any securities which would cause 25% or more of the value of
          its total assets at the time of purchase to be invested in securities
          of one or more issuers conducting their principal business activities
          in the same industry, provided that: (a) there is no limitation with
          respect to obligations issued or guaranteed by the U.S. government,
          any state or territory of the United States, or any of their agencies,
          instrumentalities or political subdivisions; and (b) notwithstanding
          this limitation or any other fundamental investment limitation, assets
          may be invested in the securities of one or more management investment
          companies to the extent permitted by the 1940 Act, the rules and
          regulations thereunder and any exemptive relief obtained by the Fund;


                                       68


     2.   borrow money, except to the extent permitted under the 1940 Act,
          including the rules, regulations, interpretations thereunder and any
          exemptive relief obtained by the Fund;

     3.   make loans, except to the extent permitted under the 1940 Act,
          including the rules, regulations, interpretations and any exemptive
          relief obtained by the Fund. For the purposes of this limitation,
          entering into repurchase agreements, lending securities and acquiring
          debt securities are not deemed to be making of loans;

     4.   underwrite any issue of securities within the meaning of the 1933 Act
          except when it might technically be deemed to be an underwriter
          either: (a) in connection with the disposition of a portfolio
          security; or (b) in connection with the purchase of securities
          directly from the issuer thereof in accordance with its investment
          objective. This restriction shall not limit the Fund's ability to
          invest in securities issued by other registered management investment
          companies;

     5.   purchase or sell real estate, except that the Fund may (i) acquire or
          lease office space for its own use, (ii) invest in securities of
          issuers that invest in real estate or interests therein, (iii) invest
          in mortgage-related securities and other securities that are secured
          by real estate or interests therein, or (iv) hold and sell real estate
          acquired by the Fund as a result of the ownership of securities;

     6.   issue senior securities except to the extent permitted by the 1940
          Act, the rules and regulations thereunder and any exemptive relief
          obtained by the Fund; or

     7.   purchase or sell physical commodities, unless acquired as a result of
          ownership of securities or other instruments (but this shall not
          prevent the Fund from purchasing or selling options and futures
          contracts or from investing in securities or other instruments backed
          by physical commodities). This limitation does not apply to foreign
          currency transactions, including, without limitation, forward currency
          contracts.

     Emerging Markets Fixed Income Fund is a non-diversified fund. The Fund is
not limited by the 1940 Act in the proportion of assets that it may invest in
the obligations of a single issuer. The investment of a large percentage of the
Fund's assets in the securities of a small number of issuers may cause the
Fund's share price to fluctuate more than that of a diversified investment
company.

NON-FUNDAMENTAL INVESTMENT POLICIES

     The Board has adopted the following non-fundamental investment restriction
which may be changed by the Board and without shareholder vote:

     The Fund has adopted a non-fundamental policy as required by Rule 35d-1
under the 1940 Act to invest, under normal circumstances at least 80% of the
value of its net assets, plus the amount of any borrowings for investment
purposes, in debt securities of issuers located or primarily conducting their
business in emerging market countries. The Fund expects to maintain investments
in a number of different emerging market countries. The Fund has also adopted a
policy to provide its shareholders with at least 60 days' prior written notice
of any change in such investment policy. If, subsequent to an investment, the
80% requirement is no longer met, the Fund's future investments will be made in
a manner that will bring the Fund into compliance with this policy.

FUNDAMENTAL INVESTMENT RESTRICTIONS - EUROPEAN REAL ESTATE FUND

Fundamental Investment Restrictions

     The investment objective of the Fund is not fundamental and may be changed
by the Board. The Fund has adopted the following investment restrictions as
fundamental policies which means they cannot be changed without

                                       69


the approval of the holders of a "majority" of the Fund's outstanding voting
securities as that term is defined in the 1940 Act. The term "majority" is
defined in the 1940 Act as the lesser of: (1) 67% or more of the Fund's shares
present at a meeting of shareholders at which the holders of more than 50% of
the outstanding shares of the Fund are present in person or by proxy, or (2)
more than 50% of the Fund's outstanding voting securities.

     As a matter of fundamental policy, the Fund may not:


     1.   purchase any securities which would cause 25% or more of the value of
          their total assets at the time of purchase to be invested in
          securities of one or more issuers conducting their principal business
          activities in the same industry, provided that: (a) there is no
          limitation with respect to obligations issued or guaranteed by the
          U.S. government, tax exempt securities issued by any state or
          territory of the United States, or any of their agencies,
          instrumentalities or political subdivisions; (b) notwithstanding this
          limitation or any other fundamental investment limitation, assets may
          be invested in the securities of one or more management investment
          companies to the extent permitted by the 1940 Act including the rules
          and regulations thereunder and any exemptive relief obtained by the
          Fund; and (c) the Fund will invest more than 25% of their total assets
          in the real estate industry;


     2.   borrow money, except to the extent permitted under the 1940 Act
          including the rules, regulations, interpretations thereunder and any
          exemptive relief obtained by the Fund;

     3.   make loans, except to the extent permitted under the 1940 Act
          including the rules, regulations, interpretations and any exemptive
          relief obtained by the Fund. For the purposes of this limitation,
          entering into repurchase agreements, lending securities and acquiring
          debt securities are not deemed to be making of loans;

     4.   underwrite any issue of securities within the meaning of the 1933 Act
          except when it might technically be deemed to be an underwriter
          either: (a) in connection with the disposition of a portfolio
          security; or (b) in connection with the purchase of securities
          directly from the issuer thereof in accordance with its investment
          objective. This restriction shall not limit the Fund's ability to
          invest in securities issued by other registered management investment
          companies;

     5.   purchase or sell real estate, except that the Fund may (i) acquire or
          lease office space for their own use, (ii) invest in securities of
          issuers that invest in real estate or interests therein, (iii) invest
          in mortgage-related securities and other securities that are secured
          by real estate or interests therein, or (iv) hold and sell real estate
          acquired by the Fund as a result of the ownership of securities;

     6.   issue senior securities except to the extent permitted by the 1940 Act
          including the rules and regulations thereunder and any exemptive
          relief obtained by the Fund; or

     7.   purchase or sell physical commodities unless acquired as a result of
          ownership of securities or other instruments (but this shall not
          prevent the Fund from purchasing or selling options and futures
          contracts or from investing in securities or other instruments backed
          by physical commodities). This limitation does not apply to foreign
          currency transactions including, without limitation, forward currency
          contracts.

     The Fund is non-diversified. The Fund is not limited by the 1940 Act in the
proportion of assets that it may invest in the obligations of a single issuer.
The investment of a large percentage of the Fund's assets in the securities of a
small number of issuers may cause the Fund's share price to fluctuate more than
that of a diversified investment company.

Non-Fundamental Investment Policies

     The Board has adopted the following non-fundamental investment restriction
which may be changed by the Board and without shareholder vote.

                                       70


     The Fund has also adopted a non-fundamental policy as required by Rule
35d-1 under the 1940 Act to invest, under normal circumstances, at least 80% of
the value of their net assets plus the amount of any borrowings for investment
purposes in a portfolio of equity securities of companies that are principally
engaged in the real estate industry. The Fund has also adopted a policy to
provide its shareholders with at least 60 days' prior written notice of any
change in such investment policy. If, subsequent to an investment, the 80%
requirement is no longer met, the Fund's future investments will be made in a
manner that will bring the Fund into compliance with this policy.

FUNDAMENTAL INVESTMENT RESTRICTIONS - FOREIGN FUND

     The investment objective of the Fund is not fundamental and may be changed
without a shareholder vote. The Fund has adopted the following investment
restrictions as fundamental policies which means they cannot be changed without
the approval of the holders of a "majority" of the Fund's outstanding voting
securities, as that term is defined in the 1940 Act. The term "majority" is
defined in the 1940 Act as the lesser of (1) 67% or more of the Fund's shares
present at a meeting of shareholders at which the holders or more than 50% of
the outstanding shares of the Fund are present in person or by proxy, or (2)
more than 50% of the Fund's outstanding voting securities.

     As a matter of fundamental policy, the Fund may not:

     1.   with respect to 75% of the Fund's assets, purchase a security (other
          than U.S. government obligations) if, as a result, more than 5% of the
          value of total assets of the Fund would be invested in securities of a
          single issuer;

     2.   purchase a security if, as a result, more than 10% of any class of
          securities, or more than 10% of the outstanding voting securities of
          an issuer, would be held by the Fund;

     3.   invest more than 25% of its assets in any one industry or related
          group of industries;

     4.   borrow money, issue senior securities, or pledge, mortgage or
          hypothecate its assets, except that it may: (a) borrow from banks up
          to 10% of its net assets for temporary purposes but only if,
          immediately after such borrowing there is asset coverage of 300%, and
          (b) enter into transactions in options, futures, and options on
          futures and other transactions not deemed to involve the issuance of
          senior securities;

     5.   make loans to other persons (but the Fund may, however, lend portfolio
          securities, up to 33(1)/3% of net assets at the time the loan is made,
          to brokers or dealers or other financial institutions not affiliated
          with the Fund or ING, subject to conditions established by ING), and
          may purchase or hold participations in loans, in accordance with the
          investment objectives and policies of the Fund, as described in the
          current Prospectuses and SAI of the Fund;

     6.   underwrite the securities of others;

     7.   purchase or sell real property, including real estate limited
          partnerships (the Fund may purchase marketable securities of companies
          that deal in real estate or interests therein, including real estate
          investment trusts);

     8.   deal in commodities or commodity contracts, except in the manner
          described in the current Prospectuses and SAI of the Fund;

     9.   purchase on margin (except that for purposes of this restriction, the
          deposit or payment of initial or variation margin in connection with
          futures contracts will not be deemed to be purchases of securities on
          margin); or

                                       71


     10.  sell short, except that the Fund may enter into short sales against
          the box.

NON-FUNDAMENTAL INVESTMENT POLICIES

     The Board has adopted the following non-fundamental investment restrictions
which may be changed by the Board and without shareholder vote:

     1.   purchase securities of other investment companies, except in
          connection with a merger, consolidation or sale of assets, and except
          that the Fund may purchase shares of other investment companies,
          subject to such restrictions as may be imposed by the 1940 Act and
          rules thereunder or by any state in which shares of the Fund are
          registered;

     2.   borrow any amount in excess of 10% of the Fund's assets, other than
          for temporary emergency or administrative purposes. In addition, the
          Fund will not make additional investments when its borrowings exceed
          5% of total assets; or

     3.   invest more than 15% of its net assets in illiquid securities.

     The investment objective and all other investment policies or practices of
the Fund are considered by the Fund not to be fundamental and accordingly may be
changed without shareholder approval.


     The Fund has also adopted a non-fundamental policy as required by Rule
35d-1 under the 1940 Act to invest, under normal circumstances, at least 80% of
its net assets plus the amount of any borrowings for investment purposes, in
equity securities tied economically to countries outside the United States. The
Fund has also adopted a policy to provide shareholders with at least 60 days'
prior written notice of any change in such investment policy. If, subsequent to
an investment, the 80% requirement is no longer met, the Fund's future
investments will be made in a manner that will bring the Fund into compliance
with this policy.


FUNDAMENTAL INVESTMENT RESTRICTIONS - GLOBAL BOND FUND

     The investment objective of the Fund is not fundamental and may be changed
by the Board. The Fund has adopted the following investment restrictions as
fundamental policies which means they cannot be changed without the approval of
the holders of a "majority" of the Fund's outstanding voting securities, as that
term is defined in the 1940 Act. The term "majority" is defined in the 1940 Act
as the lesser of (1) 67% or more of the Fund's shares present at a meeting of
shareholders at which the holders of more than 50% of the outstanding shares of
the Fund are present in person or by proxy, or (2) more than 50% of the Fund's
outstanding securities.

     As a matter of fundamental policy, the Fund may not:


     1.   purchase any securities which would cause 25% or more of the value of
          its total assets at the time of purchase to be invested in securities
          of one or more issuers conducting their principal business activities
          in the same industry, provided that: (a) there is no limitation with
          respect to obligations issued or guaranteed by the U.S. government,
          any state or territory of the United States, or any of their agencies,
          instrumentalities or political subdivisions; and (b) notwithstanding
          this limitation or any other fundamental investment limitation, assets
          may be invested in the securities of one or more management investment
          companies to the extent permitted by the 1940 Act, the rules and
          regulations thereunder and any exemptive relief obtained by the Fund;


                                       72



     2.   borrow money, except to the extent permitted under the 1940 Act,
          including the rules, regulations, interpretations thereunder and any
          exemptive relief obtained by the Fund;

     3.   make loans, except to the extent permitted under the 1940 Act,
          including the rules, regulations, interpretations and any exemptive
          relief obtained by the Fund. For the purposes of this limitation,
          entering into repurchase agreements, lending securities and acquiring
          debt securities are not deemed to be making of loans;

     4.   underwrite any issue of securities within the meaning of the 1933 Act
          except when it might technically be deemed to be an underwriter
          either: (a) in connection with the disposition of a Fund security; or
          (b) in connection with the purchase of securities directly from the
          issuer thereof in accordance with its investment objective. This
          restriction shall not limit the Fund's ability to invest in securities
          issued by other registered management investment companies;

     5.   purchase or sell real estate, except that the Fund may (i) acquire or
          lease office space for its own use, (ii) invest in securities of
          issuers that invest in real estate or interests therein, (iii) invest
          in mortgage-related securities and other securities that are secured
          by real estate or interests therein, or (iv) hold and sell real estate
          acquired by the Fund as a result of the ownership of securities;

     6.   issue senior securities except to the extent permitted by the 1940
          Act, the rules and regulations thereunder and any exemptive relief
          obtained by the Fund; or

     7.   purchase or sell physical commodities, unless acquired as a result of
          ownership of securities or other instruments (but this shall not
          prevent the Fund from purchasing or selling options and futures
          contracts or from investing in securities or other instruments backed
          by physical commodities). This limitations does not apply to foreign
          currency transactions, including, without limitation, forward currency
          contracts.


NON-FUNDAMENTAL INVESTMENT POLICIES

     The Board has adopted the following non-fundamental investment restriction
which may be changed by the Board and without shareholder vote:

     1.   As a matter of policy, the Fund's Board has determined that the Fund
          will not make short sales of securities or maintain a short position
          if to do so could create liabilities or require collateral deposits
          and segregation of assets aggregating more than 25% of the Fund's
          total assets, taken at market value.

FUNDAMENTAL INVESTMENT RESTRICTIONS - GLOBAL EQUITY DIVIDEND FUND

     The investment objective of the Fund is not fundamental and may be changed
without a shareholder vote. The Fund has adopted the following investment
restrictions as fundamental which means they cannot be changed without the
approval of the holders of a "majority" of the Fund's outstanding voting
securities, as that term is defined in the 1940 Act. The term "majority" is
defined in the 1940 Act as the lesser of (1) 67% or more of the Fund's shares
present at a meeting of shareholders at which the holders of more than 50% of
the outstanding shares of the Fund are present in person or by proxy, or (2)
more than 50% of the Fund's outstanding voting securites.

     As a matter of fundamental policy, the Fund may not:

     1.   borrow money, except to the extent permitted under the 1940 Act (which
          currently limits borrowing to no more than 33-1/3% of the value of the
          Fund's total assets). For purposes of this Investment Restriction, the
          entry into reverse repurchase agreements, options, forward contracts,

                                       73


          futures contracts, including those relating to indices and options on
          futures contracts or indices shall not constitute borrowing;

     2.   issue senior securities, except insofar as the Fund may be deemed to
          have issued a senior security in connection with any repurchase
          agreement or any permitted borrowing;

     3.   make loans, except loans of portfolio securities and except that the
          Fund may enter into repurchase agreements with respect to its
          portfolio securities and may purchase the types of debt instruments
          described in its Prospectus or SAI;

     4.   invest in companies for the purpose of exercising control or
          management;


     5.   purchase, hold or deal in real estate, or oil, gas or other mineral
          leases or exploration or development programs, but the Fund may
          purchase and sell securities that are secured by real estate or issued
          by companies that invest or deal in real estate or REITs;


     6.   engage in the business of underwriting securities of other issuers,
          except to the extent that the disposal of an investment position may
          technically cause it to be considered an underwriter as that term is
          defined under the 1933 Act;

     7.   purchase securities on margin, except that the Fund may obtain such
          short-term credits as may be necessary for the clearance of purchases
          and sales of securities;


     8.   purchase a security if, as a result, more than 25% of the value of its
          total assets would be invested in securities of one or more issuers
          conducting their principal business activities in the same industry,
          provided that (a) this limitation shall not apply to obligations
          issued or guaranteed by the U.S. government or its agencies and
          instrumentalities; (b) wholly-owned finance companies will be
          considered to be in the industries of their parents; (c) utilities
          will be divided according to their services. For example, gas, gas
          transmission, electric and gas, electric and telephone will each be
          considered a separate industry;

     9.   purchase or sell commodities or commodity contracts except for stock
          futures contracts, interest rate futures contracts, index futures
          contracts and foreign currency futures contracts and options thereon,
          in accordance with the applicable restrictions under the 1940 Act;


     10.  invest more than 15% of the value of the Fund's net assets in
          investments which are illiquid (including repurchase agreements having
          maturities of more than seven calendar days, variable and floating
          rate demand and master demand notes not requiring receipt of principal
          note amount within seven days' notice and securities of foreign
          issuers which are not listed on a recognized domestic or foreign
          securities exchange); or

     11.  with respect to 75% of its total assets, invest more than 5% of its
          total assets in the securities of any one issuer (except for U.S.
          government securities) or purchase more than 10% of the outstanding
          voting securities of any one issuer.

NON-FUNDAMENTAL INVESTMENT POLICIES

     The Board has adopted the following non-fundamental investment restriction
which may be changed by the Board and without shareholder vote:

     The Fund has also adopted a non-fundamental policy as required by Rule
35d-1 under the 1940 Act to invest, under normal circumstances at least 80% of
its net assets, plus the amount of any borrowings for investment purposes, in
equity securities of dividend paying companies. The Fund has also adopted a
policy to provide its

                                       74


shareholders with at least 60 days' prior written notice of any change in such
investment policy. If, subsequent to an investment, the 80% requirement is no
longer met, the Fund's future investments will be made in a manner that will
bring the Fund into compliance with this policy.

FUNDAMENTAL INVESTMENT RESTRICTIONS - GLOBAL NATURAL RESOURCES FUND

     The investment objective of the Fund is not fundamental and may be changed
without a shareholder vote. The Fund has adopted the following investment
restrictions as fundamental policies which means they cannot be changed without
the approval of the holders of a "majority" of the Fund's outstanding voting
securities, as that term is defined in the 1940 Act. The term "majority" is
defined in the 1940 Act as the lesser of (1) 67% or more of the Fund's shares
present at a meeting of shareholders at which the holders of more than 50% of
the outstanding shares of the Fund are present in person or by proxy, or (2)
more than 50% of the Fund's outstanding voting securities.

     As a matter of fundamental policy, the Fund may not:


     1.   issue any senior security (as defined in the 1940 Act), except that
          (a) the Fund may enter into commitments to purchase securities in
          accordance with the Fund's investment program, including reverse
          repurchase agreements, foreign exchange contracts, delayed delivery
          and when-issued securities, which may be considered the issuance of
          senior securities; (b) the Fund may engage in transactions that may
          result in the issuance of a senior security to the extent permitted
          under applicable regulations, interpretation of the 1940 Act or an
          exemptive order; (c) the Fund may engage in short sales of securities
          to the extent permitted in its investment program and other
          restrictions; (d) the purchase or sale of futures contracts and
          related options shall not be considered to involve the issuance of
          senior securities; and (e) subject to fundamental restrictions, the
          Fund may borrow money as authorized by the 1940 Act;

     2.   at the end of each quarter of the taxable year, (i) with respect to at
          least 50% of the market value of the Fund's assets, the Fund may
          invest in cash, U.S. government securities, the securities of other
          RICs and other securities, with such other securities of any one
          issuer limited for the purchases of this calculation to an amount not
          greater than 5% of the value of the Fund's total assets, and (ii) not
          more than 25% of the value of its total assets be invested in the
          securities of any one issuer (other than U.S. government securities or
          the securities of other RICs).

     3.   concentrate its investments by investing more than 25% of its assets
          in the securities of issuers in any one industry or group of related
          industries. This limit will not apply to securities of companies in
          natural resources industries or securities issued or guaranteed by the
          U.S. government, its agencies and instrumentalities. Natural resources
          industries include those industries set out in the prospectus as well
          as those industries that comprise the S&P GSSI Natural Resources
          Index.

     4.   purchase or sell commodities or contracts related to commodities
          except to the extent permitted by: (i) the 1940 Act, as amended, or
          interpretations and modifications by the SEC, SEC staff or other
          authority with appropriate jurisdiction; or (ii) exemptive or other
          relief or permission from the SEC, SEC staff or other authority;

     5.   purchase real estate, interests in real estate or real estate limited
          partnership interest except that, to the extent appropriate under its
          investment program, the Fund may invest in securities secured by real
          estate or interests therein or issued by companies, including REITs,
          which deal in real estate or interests therein;

     6.   make loans, except that, to the extent appropriate under its
          investment program, the Fund may (a) purchase bonds, debentures or
          other debt securities, including short-term obligations, (b) enter
          into repurchase transactions and (c) lend portfolio securities
          provided that the value of such loaned securities does not exceed
          one-third of the Fund's total assets;


                                       75



     7.   borrow money, except to the extent permitted under the 1940 Act,
          including the rules, regulations, interpretations thereunder and any
          exemptive relief obtained by the Fund; or


     8.   act as underwriter of securities except to the extent that, in
          connection with the disposition of portfolio securities by the Fund,
          the Fund may be deemed to be an underwriter under the provisions of
          the 1933 Act.

NON-FUNDAMENTAL INVESTMENT POLICIES

     The Board has adopted the following non-fundamental investment restriction
which may be changed by the Board and without shareholder vote:

     The Fund has also adopted a non-fundamental policy as required by Rule
35d-1 under the 1940 Act to invest, under normal circumstances at least 80% of
the value of its net assets, plus the amount of any borrowings for investment
purposes, in equity securities of companies in the natural resources industries.
The Fund has also adopted a policy to provide its shareholders with at least 60
days' prior written notice of any change in such investment policy. If,
subsequent to an investment, the 80% requirement is no longer met, the Fund's
future investments will be made in a manner that will bring the Fund into
compliance with this policy.

     Global Natural Resources Fund is a non-diversified fund. The Fund is not
limited by the 1940 Act in the proportion of assets that it may invest in the
obligations of a single issuer. The investment of a large percentage of the
Fund's assets in the securities of a small number of issuers may cause the
Fund's share price to fluctuate more than that of a diversified investment
company.

FUNDAMENTAL INVESTMENT RESTRICTIONS - GLOBAL REAL ESTATE FUND

     The investment objective of the Fund is not fundamental and may be changed
without a shareholder vote. The Fund has adopted the following investment
restrictions as fundamental policies which means they cannot be changed without
the approval of the holders of a "majority" of the Fund's outstanding voting
securities, as that term is defined in the 1940 Act. The term "majority" is
defined in the 1940 Act as the lesser of (1) 67% or more of the Fund's shares
present at a meeting of shareholders at which the holders of more than 50% of
the outstanding shares of the Fund are present in person or by proxy, or (2)
more than 50% of the Fund's outstanding voting securities.

     As a matter of fundamental policy, the Fund may not:


     1.   borrow money, except to the extent permitted under the 1940 Act (which
          currently limits borrowing to no more than 33-1/3% of the value of a
          Fund's total assets). For purposes of this Investment Restriction, the
          entry into reverse repurchase agreements, options, forward contracts,
          futures contracts, including those relating to indices and options on
          futures contracts or indices shall not constitute borrowing;


     2.   issue senior securities, except insofar as the Fund may be deemed to
          have issued a senior security in connection with any repurchase
          agreement or any permitted borrowing;

     3.   make loans, except loans of portfolio securities and except that the
          Fund may enter into repurchase agreements with respect to its
          portfolio securities and may purchase the types of debt instruments
          described in its Prospectuses or this SAI;

     4.   invest in companies for the purpose of exercising control or
          management;

                                       76



     5.   purchase, hold or deal in real estate, or oil, gas or other mineral
          leases or exploration or development programs, but the Fund may
          purchase and sell securities that are secured by real estate or issued
          by companies that invest or deal in real estate or REITs.


     6.   engage in the business of underwriting securities of other issuers,
          except to the extent that the disposal of an investment position may
          technically cause it to be considered an underwriter as that term is
          defined under the 1933 Act;

     7.   purchase securities on margin, except that the Fund may obtain such
          short-term credits as may be necessary for the clearance of purchases
          and sales of securities;

     8.   purchase a security if, as a result, more than 25% of the value of its
          total assets would be invested in securities of one or more issuers
          conducting their principal business activities in the same industry,
          provided that (a) this limitation shall not apply to obligations
          issued or guaranteed by the U.S. government or its agencies and
          instrumentalities; (b) wholly-owned finance companies will be
          considered to be in the industries of their parents; (c) utilities
          will be divided according to their services. For example, gas, gas
          transmission, electric and gas, electric and telephone will each be
          considered a separate industry; and (d) Global Real Estate Fund will
          concentrate its investments as described in the Prospectuses;

     9.   purchase or sell commodities or commodity contracts except for stock
          futures contracts, interest rate futures contracts, index futures
          contracts, and foreign currency futures contracts and options thereon,
          in accordance with the applicable restrictions under the 1940 Act.

NON-FUNDAMENTAL INVESTMENT POLICIES

     The Board has adopted the following non-fundamental investment restrictions
which may be changed by the Board and without shareholder vote:

     The Fund may not:

     1.   invest more than 15% of the value of a the Fund's net assets in
          investments which are illiquid (including repurchase agreements having
          maturities of more than seven calendar days, variable and floating
          rate demand and master demand notes not requiring receipt of principal
          note amount within seven days' notice and securities of foreign
          issuers which are not listed on a recognized domestic or foreign
          securities exchange).

     Global Real Estate Fund is a non-diversified fund. The Fund is not limited
by the 1940 Act in the proportion of assets that it may invest in the
obligations of a single issuer. The investment of a large percentage of the
Fund's assets in the securities of a small number of issuers may cause the
Fund's share price to fluctuate more than that of a diversified investment
company.


     Global Real Estate Fund will only purchase fixed-income securities that are
rated investment grade, i.e., rated at least BBB by S&P or Baa by Moody's, or
have an equivalent rating from another NRSRO, or if unrated, are determined to
be of comparable quality by the Sub-Adviser. Money market securities,
certificates of deposit, banker's acceptance and commercial paper purchased by
the Fund must be rated in one of the two top rating categories by an NRSRO or,
if not rated, determined to be of comparable quality by the Fund's Sub-Adviser.


     Global Real Estate Fund has also adopted a non-fundamental policy as
required by Rule 35d-1 under the 1940 Act to invest, under normal circumstances
at least 80% of the value of its net assets, plus the amount of any borrowings
for investment purposes, in a portfolio of equity securities of companies that
are principally engaged in the real estate industry. The Fund has also adopted a
policy to provide its shareholders with at least 60 days' prior written notice
of any change in such investment policy. If, subsequent to an investment, the
80% requirement is no


                                       77


longer met, the Fund's future investments will be made in a manner that will
bring the Fund into compliance with this policy.

FUNDAMENTAL INVESTMENT RESTRICTIONS - GLOBAL VALUE CHOICE FUND

     The investment objective of Global Value Choice Fund is not fundamental and
may be changed without a shareholder vote. The Fund has adopted the following
investment restrictions as fundamental policies which means they cannot be
changed without the approval of the holders of a "majority" of the Fund's
outstanding voting securities, as that term is defined in the 1940 Act. The term
"majority" is defined in the 1940 Act as the lesser of (1) 67% or more of the
Fund's shares present at a shareholders' meeting of which the holders of more
than 50% of the Fund's outstanding shares are present in person or by proxy, or
(2) more than 50% of the Fund's outstanding voting securities.

     As a matter of fundamental policy, the Fund may not:

     1.   invest in securities of any one issuer if more than 5% of the market
          value of its total assets would be invested in the securities of such
          issuer, except that up to 25% of the Fund's total assets may be
          invested without regard to this restriction and the Fund will be
          permitted to invest all or a portion of its assets in another
          diversified, open-end management investment company with substantially
          the same investment objective, policies and restrictions as the Fund.
          This restriction also does not apply to investments by the Fund in
          securities of the U.S. government or any of its agencies and
          instrumentalities;

     2.   purchase more than 10% of the outstanding voting securities, or of any
          class of securities, of any one issuer, or purchase the securities of
          any issuer for the purpose of exercising control or management, except
          that the Fund will be permitted to invest all or a portion of its
          assets in another diversified, open-end management investment company
          with substantially the same investment objective, policies and
          restrictions as the Fund;

     3.   invest 25% or more of the market value of its total assets in the
          securities of issuers in any one particular industry, except that a
          Fund will be permitted to invest all or a portion of its assets in
          another diversified, open-end management investment company with
          substantially the same investment objective, policies and restrictions
          as the Fund. This restriction does not apply to investments by a Fund
          in securities of the U.S. government or its agencies and
          instrumentalities or to investments by the Money Market Fund (not
          included in this SAI) in obligations of domestic branches of U.S.
          banks and U.S. branches of foreign banks which are subject to the same
          regulation as U.S. banks;

     4.   purchase or sell real estate. However, the Fund may invest in
          securities secured by, or issued by companies that invest in, real
          estate or interests in real estate;

     5.   make loans of money, except that the Fund may purchase publicly
          distributed debt instruments and certificates of deposit and enter
          into repurchase agreements. The Fund reserves the authority to make
          loans of its portfolio securities in an aggregate amount not exceeding
          30% of the value of its total assets;

     6.   borrow money on a secured or unsecured basis, except for temporary,
          extraordinary or emergency purposes or for the clearance of
          transactions in amounts not exceeding 20% of the value of its total
          assets at the time of the borrowing, provided that, pursuant to the
          1940 Act, the Fund may borrow money if the borrowing is made from a
          bank or banks and only to the extent that the value of the Fund's
          total assets, less its liabilities other than borrowings, is equal to
          at least 300% of all borrowings (including proposed borrowings), and
          provided, further that the borrowing may be made only for temporary,
          extraordinary or emergency purposes or for the clearance of
          transactions

                                       78


          in amounts not exceeding 20% of the value of the Fund's total assets
          at the time of the borrowing. If such asset coverage of 300% is not
          maintained, the Fund will take prompt action to reduce its borrowings
          as required by applicable law;


     7.   pledge or in any way transfer as security for indebtedness any
          securities owned or held by it, except to secure indebtedness
          permitted by restriction 6 above. This restriction shall not prohibit
          the Fund from engaging in options, futures and foreign currency
          transactions, and shall not apply to the Money Market Fund (not
          included in this SAI);


     8.   underwrite securities of other issuers, except insofar as it may be
          deemed an underwriter under the 1933 Act in selling portfolio
          securities;

     9.   invest more than 15% of the value of its net assets in securities that
          at the time of purchase are illiquid;

     10.  purchase securities on margin, except for initial and variation margin
          on options and futures contracts, and except that the Fund may obtain
          such short-term credit as may be necessary for the clearance of
          purchases and sales of securities;


     11.  invest in securities of other investment companies, except (a) that
          the Fund will be permitted to invest all or a portion of its assets in
          another diversified, open-end management investment company with
          substantially the same investment objective, policies and restrictions
          as the Fund; (b) in compliance with the 1940 Act and applicable state
          securities laws, or (c) as part of a merger, consolidation,
          acquisition or reorganization involving the Fund;

     12.  issue senior securities, except that the Fund may borrow money as
          permitted by restrictions 5 and 6 above. This restriction shall not
          prohibit the Funds from engaging in short sales, options, futures and
          foreign currency transactions;

     13.  enter into transactions for the purpose of arbitrage, or invest in
          commodities and commodities contracts, except that a Fund may invest
          in stock index, currency and financial futures contracts and related
          options in accordance with any rules of the CFTC;

     14.  purchase or write options on securities, except for hedging purposes
          and then only if (i) aggregate premiums on call options purchased by a
          Fund do not exceed 5% of its net assets, (ii) aggregate premiums on
          put options purchased by the Fund do not exceed 5% of its net assets,
          (iii) not more than 25% of the Fund's net assets would be hedged, and
          (iv) not more than 25% of the Fund's net assets are used as cover for
          options written by the Fund.


     For purposes of investment restriction number 5, the Trust considers the
restriction to prohibits the Fund from entering into instruments that have the
character of a loan, i.e., instruments that are negotiated on a case-by-case
basis between a lender and a borrower. The Trust considers the phrase "publicly
distributed debt instruments" in that investment restriction to include, among
other things, registered debt securities and unregistered debt securities that
are offered pursuant to Rule 144A under the 1933 Act. As a result, the Fund may
invest in such securities. Further, the Trust does not consider investment
restriction number 5 to prevent the Funds from investing in investment companies
that invest in loans.

                                       79


FUNDAMENTAL INVESTMENT RESTRICTIONS -  GREATER CHINA FUND

     The Fund's investment objective is not fundamental and may be changed
without a shareholder vote. The Fund has adopted the following investment
restrictions as fundamental policies, which means they cannot be changed without
the approval of the holders of a "majority" of the Fund's outstanding voting
securities, as that term is defined in the 1940 Act. The term "majority" is
defined in the 1940 Act as the lesser of: (1) 67% or more of the Fund's shares
present at a meeting of shareholders at which the holders of more than 50% of
the outstanding shares of the Fund are present or represented by proxy, or (2)
more than 50% of the Fund's outstanding voting securities.

     As a matter of fundamental policy, the Fund may not:


     1.   purchase any securities which would cause 25% or more of the value of
          its total assets at the time of purchase to be invested in securities
          of one or more issuers conducting their principal business activities
          in the same industry, provided that: (a) there is no limitation with
          respect to obligations issued or guaranteed by the U.S. government,
          any state or territory of the United States, or any of their agencies,
          instrumentalities or political subdivisions; and (b) notwithstanding
          this limitation or any other fundamental investment limitation, assets
          may be invested in the securities of one or more management investment
          companies to the extent permitted by the 1940 Act, the rules and
          regulations thereunder and any exemptive relief obtained by the Fund;


     2.   borrow money, except to the extent permitted under the 1940 Act,
          including the rules, regulations, interpretations thereunder and any
          exemptive relief obtained by the Fund;

     3.   make loans, except to the extent permitted under the 1940 Act,
          including the rules, regulations, interpretations and any exemptive
          relief obtained by the Fund. For the purposes of this limitation,
          entering into repurchase agreements, lending securities and acquiring
          debt securities are not deemed to be making of loans;

     4.   underwrite any issue of securities within the meaning of the 1933 Act
          except when it might technically be deemed to be an underwriter
          either: (a) in connection with the disposition of a portfolio
          security; or (b) in connection with the purchase of securities
          directly from the issuer thereof in accordance with its investment
          objective. This restriction shall not limit the Fund's ability to
          invest in securities issued by other registered management investment
          companies;

     5.   purchase or sell real estate, except that the Fund may (i) acquire or
          lease office space for its own use, (ii) invest in securities of
          issuers that invest in real estate or interests therein, (iii) invest
          in mortgage-related securities and other securities that are secured
          by real estate or interests therein, or (iv) hold and sell real estate
          acquired by the Fund as a result of the ownership of securities;

     6.   issue senior securities except to the extent permitted by the 1940
          Act, the rules and regulations thereunder and any exemptive relief
          obtained by the Fund; or

     7.   purchase or sell physical commodities, unless acquired as a result of
          ownership of securities or other instruments (but this shall not
          prevent the Fund from purchasing or selling options and futures
          contracts or from investing in securities or other instruments backed
          by physical commodities). This limitations does not apply to foreign
          currency transactions, including, without limitation, forward currency
          contracts.

     Greater China Fund is a non-diversified fund. The Fund is not limited by
the 1940 Act in the proportion of assets that it may invest in the obligations
of a single issuer. The investment of a large percentage of the Fund's assets in
the securities of a small number of issuers may cause the Fund's share price to
fluctuate more than that of a diversified investment company.

                                       80


NON-FUNDAMENTAL INVESTMENT POLICIES

     The Board has adopted the following non-fundamental investment restriction
which may be changed by the Board and without shareholder vote:

     The Fund has adopted a non-fundamental policy as required by Rule 35d-1
under the 1940 Act to invest, under normal circumstances at least 80% of the
value of its net assets, plus the amount of any borrowings for investment
purposes, in equity and equity-related securities of issuers in the Greater
China region. The Fund has also adopted a policy to provide its shareholders
with at least 60 days' prior written notice of any change in such investment
policy. If, subsequent to an investment, the 80% requirement is no longer met,
the Fund's future investments will be made in a manner that will bring the Fund
into compliance with this policy.

FUNDAMENTAL INVESTMENT RESTRICTIONS - INDEX PLUS INTERNATIONAL EQUITY FUND


     The Fund's investment objective is not fundamental and may be changed
without a shareholder vote. The Fund has adopted the following investment
restrictions as fundamental policies, which means they cannot be changed without
the approval of the holders of a "majority" of the Fund's outstanding voting
securities, as that term is defined in the 1940 Act. The term "majority" is
defined in the 1940 Act as the lesser of: (1) 67% or more of the Fund's shares
present at a meeting of shareholders at which the holders of more than 50% of
the outstanding shares of the Fund are present in person or by proxy, or (2)
more than 50% of the Fund's outstanding voting securities.


     As a matter of fundamental policy, the Fund may not:


     1.   purchase any securities which would cause 25% or more of the value of
          its total assets at the time of purchase to be invested in securities
          of one or more issuers conducting their principal business activities
          in the same industry, provided that: (a) there is no limitation with
          respect to obligations issued or guaranteed by the U.S. government,
          any state or territory of the United States, or any of their agencies,
          instrumentalities or political subdivisions; and (b) notwithstanding
          this limitation or any other fundamental investment limitation, assets
          may be invested in the securities of one or more management investment
          companies to the extent permitted by the 1940 Act, the rules and
          regulations thereunder and any exemptive relief obtained by the Fund;


     2.   purchase securities of any issuer if, as a result, with respect to 75%
          of the Fund's total assets, more than 5% of the value of its total
          assets would be invested in the securities of any one issuer or the
          Fund's ownership would be more than 10% of the outstanding voting
          securities of any issuer, provided that this restriction does not
          limit the Fund's investments in securities issued or guaranteed by the
          U.S. government, its agencies and instrumentalities, or investments in
          securities of other investment companies;

     3.   borrow money, except to the extent permitted under the 1940 Act,
          including the rules, regulations, interpretations thereunder and any
          exemptive relief obtained by the Fund;

     4.   make loans, except to the extent permitted under the 1940 Act,
          including the rules, regulations, interpretations and any exemptive
          relief obtained by the Fund. For the purposes of this limitation,
          entering into repurchase agreements, lending securities and acquiring
          debt securities are not deemed to be making of loans;

     5.   underwrite any issue of securities within the meaning of the 1933 Act
          except when it might technically be deemed to be an underwriter
          either: (a) in connection with the disposition of a portfolio
          security; or (b) in connection with the purchase of securities
          directly from the issuer

                                       81


          thereof in accordance with its investment objective. This restriction
          shall not limit the Fund's ability to invest in securities issued by
          other registered management investment companies;

     6.   purchase or sell real estate, except that the Fund may (i) acquire or
          lease office space for its own use, (ii) invest in securities of
          issuers that invest in real estate or interests therein, (iii) invest
          in mortgage-related securities and other securities that are secured
          by real estate or interests therein, or (iv) hold and sell real estate
          acquired by the Fund as a result of the ownership of securities;

     7.   issue senior securities except to the extent permitted by the 1940
          Act, the rules and regulations thereunder and any exemptive relief
          obtained by the Fund; or

     8.   purchase or sell physical commodities, unless acquired as a result of
          ownership of securities or other instruments (but this shall not
          prevent the Fund from purchasing or selling options and futures
          contracts or from investing in securities or other instruments backed
          by physical commodities). This limitation does not apply to foreign
          currency transactions, including, without limitation, forward currency
          contracts.

NON-FUNDAMENTAL INVESTMENT POLICIES

     The Board has adopted the following non-fundamental investment restriction
which may be changed by the Board and without shareholder vote:

     The Fund has adopted a non-fundamental policy as required by Rule 35d-1
under the 1940 Act to invest, under normal circumstances at least 80% of the
value of its net assets, plus the amount of any borrowings for investment
purposes, in stocks included in the Morgan Stanley Capital International Europe,
Australasia and Far East Index. The Fund has also adopted a policy to provide
its shareholders with at least 60 days' prior written notice of any change in
such investment policy. If, subsequent to an investment, the 80% requirement is
no longer met, the Fund's future investments will be made in a manner that will
bring the Fund into compliance with this policy.

FUNDAMENTAL INVESTMENT RESTRICTIONS - INTERNATIONAL EQUITY DIVIDEND FUND

     The investment objective of the Fund is not fundamental and may be changed
by the Board. The Fund has adopted the following investment restrictions as
fundamental policies which means they may be changed only with approval of the
holders of a "majority" of securities, as that term is defined in the 1940 Act.
The term "majority" is defined in the 1940 Act as the lesser of (1) 67% or more
of the Fund's voting securities present at a meeting of shareholders of which
the holders of more than 50% of the outstanding shares are present in person or
by proxy, or (2) more than 50% of the Fund's outstanding securities.

     As a matter of fundamental policy, the Fund may not:


     1.   purchase any securities which would cause 25% or more of the value of
          its total assets at the time of purchase to be invested in securities
          of one or more issuers conducting their principal business activities
          in the same industry, provided that: (a) there is no limitation with
          respect to obligations issued or guaranteed by the U.S. government,
          any state or territory of the United States, or any of their agencies,
          instrumentalities or political subdivisions; and (b) notwithstanding
          this limitation or any other fundamental investment limitation, assets
          may be invested in the securities of one or more management investment
          companies to the extent permitted by the 1940 Act, the rules and
          regulations thereunder and any exemptive relief obtained by the Fund;


     2.   purchase securities of any issuer if, as a result, with respect to 75%
          of the Fund's total assets, more than 5% of the value of its total
          assets would be invested in the securities of any one issuer or the
          Fund's ownership

                                       82


          would be more than 10% of the outstanding voting securities of any
          issuer, provided that this restriction does not limit the Fund's
          investments in securities issued or guaranteed by the U.S. government,
          its agencies and instrumentalities, or investments in securities of
          other investment companies;

     3.   borrow money, except to the extent permitted under the 1940 Act,
          including the rules, regulations, interpretations thereunder and any
          exemptive relief obtained by the Fund;

     4.   make loans, except to the extent permitted under the 1940 Act,
          including the rules, regulations, interpretations and any exemptive
          relief obtained by the Fund. For the purposes of this limitation,
          entering into repurchase agreements, lending securities and acquiring
          debt securities are not deemed to be making of loans;

     5.   underwrite any issue of securities within the meaning of the 1933 Act
          except when it might technically be deemed to be an underwriter
          either: (a) in connection with the disposition of a portfolio
          security; or (b) in connection with the purchase of securities
          directly from the issuer thereof in accordance with its investment
          objective. This restriction shall not limit the Fund's ability to
          invest in securities issued by other registered management investment
          companies;

     6.   purchase or sell real estate, except that the Fund may (i) acquire or
          lease office space for its own use, (ii) invest in securities of
          issuers that invest in real estate or interests therein, (iii) invest
          in mortgage-related securities and other securities that are secured
          by real estate or interests therein, or (iv) hold and sell real estate
          acquired by the Fund as a result of the ownership of securities;

     7.   issue senior securities except to the extent permitted by the 1940
          Act, the rules and regulations thereunder and any exemptive relief
          obtained by the Fund; or

     8.   purchase or sell physical commodities, unless acquired as a result of
          ownership of securities or other instruments (but this shall not
          prevent the Fund from purchasing or selling options and futures
          contracts or from investing in securities or other instruments backed
          by physical commodities). This limitation does not apply to foreign
          currency transactions, including, without limitation, forward currency
          contracts.

FUNDAMENTAL INVESTMENT RESTRICTIONS -- INTERNATIONAL GROWTH OPPORTUNITIES FUND

     The investment objective of the Fund is a fundamental policy and may not be
changed without a shareholder vote. The Fund has adopted the following
investment restrictions as fundamental policies which means they cannot be
changed without the approval of the holders of a "majority" of the Fund's
outstanding voting securities, as that term is defined in the 1940 Act. The term
"majority" is defined in the 1940 Act as the lesser of (1) 67% or more of the
Fund's shares present at a meeting of shareholders at which holders of more than
50% of the outstanding shares of the Fund are present in person or by proxy, or
(2) more than 50% of the Fund's outstanding voting securities.

     As a matter of fundamental policy, the Fund may not:

     1.   issue any senior security (as defined in the 1940 Act), except that:
          (a) the Fund may enter into commitments to purchase securities in
          accordance with the Fund's investment program, including reverse
          repurchase agreements, foreign exchange contracts, delayed delivery
          and when-issued securities, which may be considered the issuance of
          senior securities; (b) the Fund may engage in transactions that may
          result in the issuance of a senior security to the extent permitted
          under applicable regulations, interpretation of the 1940 Act or an
          exemptive order; (c) the Fund may engage in short sales of securities
          to the extent permitted in its investment program and other
          restrictions; (d) the purchase or sale of futures contracts and
          related options shall not be considered

                                       83


          to involve the issuance of senior securities; and (e) subject to
          fundamental restrictions, the Fund may borrow money as authorized by
          the 1940 Act;

     2.   borrow money, except that: (a) the Fund may enter into certain futures
          contracts and options related thereto; (b) the Fund may enter into
          commitments to purchase securities in accordance with the Fund's
          investment program, including delayed delivery and when-issued
          securities and reverse repurchase agreements; (c) for temporary
          emergency purposes, the Fund may borrow money in amounts not exceeding
          5% of the value of its total assets at the time when the loan is made;
          (d) the Fund may pledge its portfolio securities or receivables or
          transfer or assign or otherwise encumber them in an amount not
          exceeding one-third of the value of its total assets; and (e) for
          purposes of leveraging, the Fund may borrow money from banks
          (including its custodian bank), only if, immediately after such
          borrowing, the value of the Fund's assets, including the amount
          borrowed, less its liabilities, is equal to at least 300% of the
          amount borrowed, plus all outstanding borrowings. If at any time, the
          value of the Fund's assets fails to meet the 300% asset coverage
          requirement relative only to leveraging, the Fund will, within three
          days (not including Sundays and holidays), reduce its borrowings to
          the extent necessary to meet the 300% test;

     3.   act as an underwriter of securities except to the extent that, in
          connection with the disposition of portfolio securities by the Fund,
          the Fund may be deemed to be an underwriter under the provisions of
          the 1933 Act;


     4.   purchase real estate, interests in real estate or real estate limited
          partnership interests except that, to the extent appropriate under its
          investment program, the Fund may invest in securities secured by real
          estate or interests therein or issued by companies, including REITs,
          which deal in real estate or interests therein;


     5.   make loans, except that, to the extent appropriate under its
          investment program, the Fund may: (a) purchase bonds, debentures or
          other debt securities, including short-term obligations; (b) enter
          into repurchase transactions; and (c) lend portfolio securities
          provided that the value of such loaned securities does not exceed
          one-third of the Fund's total assets;

     6.   invest in commodity contracts, except that the Fund may, to the extent
          appropriate under its investment program, purchase securities of
          companies engaged in such activities, may enter into transactions in
          financial and index futures contracts and related options, may engage
          in transactions on a when-issued or forward commitment basis, and may
          enter into forward currency contracts;

     7.   concentrate its investments in any one industry, except that the Fund
          may invest up to 25% of its total assets in securities issued by
          companies principally engaged in any one industry. The Fund considers
          foreign government securities and supranational organizations to be
          industries. This limitation, however, will not apply to securities
          issued or guaranteed by the U.S. government, its agencies and
          instrumentalities;


     8.   purchase securities of an issuer, if (a) more than 5% of the Fund's
          total assets taken at market value would at the time be invested in
          the securities of such issuer, except that such restriction shall not
          apply to securities issued or guaranteed by the U.S. government or its
          agencies or instrumentalities or, with respect to 25% of the Fund's
          total assets, to securities issued or guaranteed by the government of
          any country other than the United States which is a member of the
          Organization for Economic Cooperation and Development ("OECD"). The
          member countries of OECD are at present: Australia, Austria, Belgium,
          Canada, Denmark, Germany, Finland, France, Greece, Iceland, Ireland,
          Italy, Japan, Luxembourg, the Netherlands, New Zealand, Norway,
          Portugal, Spain, Sweden, Switzerland, Turkey, the United Kingdom and
          the United


                                       84


          States; or (b) such purchases would at the time result in more than
          10% of the outstanding voting securities of such issuer being held by
          the Fund.

NON-FUNDAMENTAL INVESTMENT POLICIES

     The Board as adopted the following non-fundamental investment restrictions
which may be changed by the Board and without shareholder vote:

     1.   purchase the securities of any other investment company, except as
          permitted under the 1940 Act; or


     2.   invest more than 15% of its net assets in illiquid securities.
          Illiquid securities are securities that are not readily marketable or
          cannot be disposed of promptly within seven days and in the usual
          course of business without taking a materially reduced price. Such
          securities include, but are not limited to, time deposits and
          repurchase agreements with maturities longer than seven days.
          Securities that may be resold under Rule 144A or securities offered
          pursuant to Section 4(2) of the 1933 Act, shall not be deemed illiquid
          solely by reason of being unregistered. The Adviser shall determine
          whether a particular security is deemed to be liquid based on the
          trading markets for the specific security and other factors.


FUNDAMENTAL INVESTMENT RESTRICTIONS - INTERNATIONAL CAPITAL APPRECIATION FUND

     The Fund's investment objective is not fundamental and may be changed
without a shareholder vote. The Fund has adopted the following investment
restrictions as fundamental policies, which means they cannot be changed without
the approval of the holders of a "majority" of the Fund's outstanding voting
securities, as that term is defined in the 1940 Act. The term "majority" is
defined in the 1940 Act as the lesser of: (1) 67% or more of the Fund's shares
present at a meeting of shareholders at which the holders of more than 50% of
the outstanding shares of the Fund are present in person or by proxy, or (2)
more than 50% of the Fund's outstanding voting securities.

     As a matter of fundamental policy, the Fund may not:


     1.   purchase any securities which would cause 25% or more of the value of
          its total assets at the time of purchase to be invested in securities
          of one or more issuers conducting their principal business activities
          in the same industry, provided that: (a) there is no limitation with
          respect to obligations issued or guaranteed by the U.S. government,
          any state or territory of the United States, or any of their agencies,
          instrumentalities or political subdivisions; and (b) notwithstanding
          this limitation or any other fundamental investment limitation, assets
          may be invested in the securities of one or more management investment
          companies to the extent permitted by the 1940 Act, the rules and
          regulations thereunder and any exemptive relief obtained by the Fund;


     2.   purchase securities of any issuer if, as a result, with respect to 75%
          of the Fund's total assets, more than 5% of the value of its total
          assets would be invested in the securities of any one issuer or the
          Fund's ownership would be more than 10% of the outstanding voting
          securities of any issuer, provided that this restriction does not
          limit the Fund's investments in securities issued or guaranteed by the
          U.S. government, its agencies and instrumentalities, or investments in
          securities of other investment companies;

     3.   borrow money, except to the extent permitted under the 1940 Act,
          including the rules, regulations, interpretations thereunder and any
          exemptive relief obtained by the Fund;

     4.   make loans, except to the extent permitted under the 1940 Act,
          including the rules, regulations, interpretations and any exemptive
          relief obtained by the Fund. For the purposes of this limitation,

                                       85


          entering into repurchase agreements, lending securities and acquiring
          debt securities are not deemed to be making of loans;

     5.   underwrite any issue of securities within the meaning of the 1933 Act
          except when it might technically be deemed to be an underwriter
          either: (a) in connection with the disposition of a portfolio
          security; or (b) in connection with the purchase of securities
          directly from the issuer thereof in accordance with its investment
          objective. This restriction shall not limit the Fund's ability to
          invest in securities issued by other registered management investment
          companies;

     6.   purchase or sell real estate, except that the Fund may (i) acquire or
          lease office space for its own use, (ii) invest in securities of
          issuers that invest in real estate or interests therein, (iii) invest
          in mortgage-related securities and other securities that are secured
          by real estate or interests therein, or (iv) hold and sell real estate
          acquired by the Fund as a result of the ownership of securities;

     7.   issue senior securities except to the extent permitted by the 1940
          Act, the rules and regulations thereunder and any exemptive relief
          obtained by the Fund; or

     8.   purchase or sell physical commodities, unless acquired as a result of
          ownership of securities or other instruments (but this shall not
          prevent the Fund from purchasing or selling options and futures
          contracts or from investing in securities or other instruments backed
          by physical commodities). This limitations does not apply to foreign
          currency transactions, including, without limitation, forward currency
          contracts.

FUNDAMENTAL INVESTMENT RESTRICTIONS - INTERNATIONAL REAL ESTATE FUND

     The investment objective of the Fund is not fundamental and may be changed
by the Board. The Fund has adopted the following investment restrictions as
fundamental policies, which means they cannot be changed without the approval of
the holders of a "majority" of the Fund's outstanding voting securities, as that
term is defined in the 1940 Act. The term "majority" is defined in the 1940 Act
as the lesser of: (1) 67% or more of the Fund's shares present at a meeting of
shareholders at which the holders of more than 50% of the outstanding shares of
the Fund are present in person or by proxy, or (2) more than 50% of the Fund's
outstanding voting securities.

     As a matter of fundamental policy, the Fund may not:


     1.   purchase any securities which would cause 25% or more of the value of
          its total assets at the time of purchase to be invested in securities
          of one or more issuers conducting their principal business activities
          in the same industry, provided that: (a) there is no limitation with
          respect to obligations issued or guaranteed by the U.S. government,
          any state or territory of the United States, or any of their agencies,
          instrumentalities or political subdivisions; (b) notwithstanding this
          limitation or any other fundamental investment limitation, assets may
          be invested in the securities of one or more management investment
          companies to the extent permitted by the 1940 Act, the rules and
          regulations thereunder and any exemptive relief obtained by the Fund
          and (c) the Fund will invest more than 25% of its total assets in the
          real estate industry;


     2.   borrow money, except to the extent permitted under the 1940 Act,
          including the rules, regulations, interpretations thereunder and any
          exemptive relief obtained by the Fund;

     3.   make loans, except to the extent permitted under the 1940 Act,
          including the rules, regulations, interpretations and any exemptive
          relief obtained by the Fund. For the purposes of this limitation,
          entering into repurchase agreements, lending securities and acquiring
          debt securities are not deemed to be making of loans;

     4.   underwrite any issue of securities within the meaning of the 1933 Act
          except when it might technically be deemed to be an underwriter
          either: (a) in connection with the disposition of a Fund

                                       86


          security; or (b) in connection with the purchase of securities
          directly from the issuer thereof in accordance with its investment
          objective. This restriction shall not limit the Fund's ability to
          invest in securities issued by other registered management investment
          companies;

     5.   purchase or sell real estate, except that the Fund may (i) acquire or
          lease office space for its own use, (ii) invest in securities of
          issuers that invest in real estate or interests therein, (iii) invest
          in mortgage-related securities and other securities that are secured
          by real estate or interests therein, or (iv) hold and sell real estate
          acquired by the Fund as a result of the ownership of securities;

     6.   issue senior securities except to the extent permitted by the 1940
          Act, the rules and regulations thereunder and any exemptive relief
          obtained by the Fund; or

     7.   purchase or sell physical commodities, unless acquired as a result of
          ownership of securities or other instruments (but this shall not
          prevent the Fund from purchasing or selling options and futures
          contracts or from investing in securities or other instruments backed
          by physical commodities). This limitation does not apply to foreign
          currency transactions, including, without limitation, forward currency
          contracts.

     International Real Estate Fund is a non-diversified fund. The Fund is not
limited by the 1940 Act in the proportion of assets that it may invest in the
obligations of a single issuer. The investment of a large percentage of the
Fund's assets in the securities of a small number of issuers may cause the
Fund's share price to fluctuate more than that of a diversified investment
company.

NON-FUNDAMENTAL INVESTMENT POLICIES

     The Board has adopted the following non-fundamental investment restriction
which may be changed by the Board and without shareholder vote.

     International Real Estate Fund has also adopted a non-fundamental policy as
required by Rule 35d-1 under the 1940 Act to invest, under normal circumstances
at least 80% of the value of its net assets, plus the amount of any borrowings
for investment purposes, in a portfolio of equity securities of companies that
are principally engaged in the real estate industry. The Fund has also adopted a
policy to provide its shareholders with at least 60 days' prior written notice
of any change in such investment policy. If, subsequent to an investment, the
80% requirement is no longer met, the Fund's future investments will be made in
a manner that will bring the Fund into compliance with this policy.

FUNDAMENTAL INVESTMENT RESTRICTIONS - INTERNATIONAL SMALLCAP MULTI-MANAGER FUND

     The investment objective of International SmallCap Multi-Manager Fund is a
fundamental policy and may not be changed without a shareholder vote. The Fund
has adopted the following investment restrictions as fundamental policies which
means they cannot be changed without the approval of the holders of a "majority"
of the Fund's outstanding voting securities, as that term is defined in the 1940
Act. The term "majority" is defined in the 1940 Act as the lesser of (1) 67% or
more of the Fund's shares present at a meeting of shareholders at which the
holders of more than 50% of the outstanding shares of the Fund are present in
person or by proxy, or (2) more than 50% of the Fund's outstanding voting
securities.

     As a matter of fundamental policy, the Fund may not:

     1.   invest in securities of any one issuer if more than 5% of the market
          value of its total assets would be invested in the securities of such
          issuer, except that up to 25% of the Fund's total assets may be
          invested without regard to this restriction and the Fund will be
          permitted to invest all or a portion

                                       87


          of its assets in another diversified, open-end management investment
          company with substantially the same investment objective, policies and
          restrictions as the Fund. This restriction also does not apply to
          investments by the Fund in securities of the U.S. government or any of
          its agencies and instrumentalities;

     2.   purchase more than 10% of the outstanding voting securities, or of any
          class of securities, of any one issuer, or purchase the securities of
          any issuer for the purpose of exercising control or management, except
          that the Fund will be permitted to invest all or a portion of its
          assets in another diversified, open-end management investment company
          with substantially the same investment objective, policies and
          restrictions as the Fund;

     3.   invest 25% or more of the market value of its total assets in the
          securities of issuers in any one particular industry, except that the
          Fund will be permitted to invest all or a portion of its assets in
          another diversified, open-end management investment company with
          substantially the same investment objective, policies and restrictions
          as the Fund. This restriction does not apply to investments by the
          Fund in securities of the U.S. government or its agencies and
          instrumentalities or to investments by the Money Market Fund (not
          included in this SAI) in obligations of domestic branches of U.S.
          banks and U.S. branches of foreign banks which are subject to the same
          regulation as U.S. banks;

     4.   purchase or sell real estate. However, the Fund may invest in
          securities secured by, or issued by companies that invest in, real
          estate or interests in real estate;

     5.   make loans of money, except that the Fund may purchase publicly
          distributed debt instruments and certificates of deposit and enter
          into repurchase agreements. The Fund reserves the authority to make
          loans of its portfolio securities in an aggregate amount not exceeding
          30% of the value of its total assets;

     6.   borrow money on a secured or unsecured basis, except for temporary,
          extraordinary or emergency purposes or for the clearance of
          transactions in amounts not exceeding 20% of the value of its total
          assets at the time of the borrowing, provided that, pursuant to the
          1940 Act, the Fund may borrow money if the borrowing is made from a
          bank or banks and only to the extent that the value of the Fund's
          total assets, less its liabilities other than borrowings, is equal to
          at least 300% of all borrowings (including proposed borrowings), and
          provided, further that the borrowing may be made only for temporary,
          extraordinary or emergency purposes or for the clearance of
          transactions in amounts not exceeding 20% of the value of the Fund's
          total assets at the time of the borrowing. If such asset coverage of
          300% is not maintained, the Fund will take prompt action to reduce its
          borrowings as required by applicable law;

     7.   pledge or in any way transfer as security for indebtedness any
          securities owned or held by it, except to secure indebtedness
          permitted by restriction 6 above. This restriction shall not prohibit
          the Fund from engaging in options, futures and foreign currency
          transactions, and shall not apply to the Money Market Fund (not
          included in this Prospectus);

     8.   underwrite securities of other issuers, except insofar as it may be
          deemed an underwriter under the 1933 Act in selling portfolio
          securities;

     9.   invest more than 15% of the value of its net assets in securities that
          at the time of purchase are illiquid;

     10.  purchase securities on margin, except for initial and variation margin
          on options and futures contracts, and except that the Fund may obtain
          such short-term credit as may be necessary for the clearance of
          purchases and sales of securities;

                                       88



     11.  invest in securities of other investment companies, except (a) that
          the Fund will be permitted to invest all or a portion of its assets in
          another diversified, open-end management investment company with
          substantially the same investment objective, policies and restrictions
          as the Fund; (b) in compliance with the 1940 Act and applicable state
          securities laws, or (c) as part of a merger, consolidation,
          acquisition or reorganization involving the Fund;

     12.  issue senior securities, except that the Fund may borrow money as
          permitted by restrictions 5 and 6 above. This restriction shall not
          prohibit the Funds from engaging in short sales, options, futures and
          foreign currency transactions;

     13.  enter into transactions for the purpose of arbitrage, or invest in
          commodities and commodities contracts, except that the Fund may invest
          in stock index, currency and financial futures contracts and related
          options in accordance with any rules of the CFTC;

     14.  purchase or write options on securities, except for hedging purposes
          and then only if (i) aggregate premiums on call options purchased by
          the Fund do not exceed 5% of its net assets, (ii) aggregate premiums
          on put options purchased by the Fund do not exceed 5% of its net
          assets, (iii) not more than 25% of the Fund's net assets would be
          hedged, and (iv) not more than 25% of the Fund's net assets are used
          as cover for options written by the Fund.


     For purposes of investment restriction number 5, the Trust considers the
restriction to prohibit the Funds from entering into instruments that have the
character of a loan, i.e., instruments that are negotiated on a case-by-case
basis between a lender and a borrower. The Trust considers the phrase "publicly
distributed debt instruments" in that investment restriction to include, among
other things, registered debt securities and unregistered debt securities that
are offered pursuant to Rule 144A under the 1933 Act. As a result, the Funds may
invest in such securities. Further, the Trust does not consider investment
restriction number 5 to prevent the Funds from investing in investment companies
that invest in loans.

NON-FUNDAMENTAL INVESTMENT POLICIES

     The Board has adopted the following non-fundamental investment restriction
which may be changed by the Board and without shareholder vote:

     International SmallCap Multi-Manager Fund has also adopted a
non-fundamental policy as required by Rule 35d-1 under the 1940 Act to invest,
under normal circumstances at least 80% of the value of its net assets, plus the
amount of any borrowings for investment purposes, in securities of small
companies. The Fund has also adopted a policy to provide its shareholders with
at least 60 days' prior written notice of any change in such investment policy.
If, subsequent to an investment, the 80% requirement is no longer met, the
Fund's future investments will be made in a manner that will bring the Fund into
compliance with this policy.

FUNDAMENTAL INVESTMENT RESTRICTIONS - INTERNATIONAL VALUE FUND

     The investment objective of the Fund is a fundamental policy and may not be
changed without a shareholder vote. The Fund has adopted the following
investment restrictions as fundamental policies, which means they cannot be
changed without the approval of the holders of a "majority" of the Fund's
outstanding voting securities, as that term is defined in the 1940 Act. The term
"majority" is defined in the 1940 Act as the lesser of: (1) 67% or more of the
Fund's shares present at a meeting of shareholders at which the holders of more
than 50% of the outstanding voting securities of the Fund are present in person
or by proxy, or (2) more than 50% of the Fund's outstanding voting securities.

     As a matter of fundamental policy, the Fund may not:

                                       89


     1.   issue senior securities, except to the extent permitted under the 1940
          Act, borrow money or pledge its assets, except that the Fund may
          borrow on an unsecured basis from banks for temporary or emergency
          purposes or for the clearance of transactions in amounts not exceeding
          10% of its total assets (not including the amount borrowed), provided
          that it will not make investments while borrowings are in excess of 5%
          of the value of its total assets are outstanding;

     2.   act as underwriter (except to the extent the Fund may be deemed to be
          an underwriter in connection with the sale of securities in its
          investment portfolio);

     3.   invest 25% or more of its total assets, calculated at the time of
          purchase and taken at market value, in any one industry (other than
          U.S. government securities), except that the Fund reserves the right
          to invest all of its assets in shares of another investment company;


     4.   purchase or sell real estate or interests in real estate or real
          estate limited partnerships (although the Fund may purchase and sell
          securities which are secured by real estate, securities of companies
          which invest or deal in real estate and securities issued by REITs);


     5.   purchase or sell commodities or commodity futures contracts, except
          that the Fund may purchase and sell stock index futures contracts for
          hedging purposes to the extent permitted under applicable federal and
          state laws and regulations and except that the Fund may engage in
          foreign exchange forward contracts; or

     6.   make loans (except for purchases of debt securities consistent with
          the investment policies of the Fund and repurchase agreements and
          except for loans of portfolio securities).

NON-FUNDAMENTAL INVESTMENT POLICIES

     The Board has adopted the following non-fundamental investment restrictions
which may be changed by the Board and without shareholder vote:

     1.   purchase any security if as a result the Fund would then hold more
          than 10% of any class of voting securities of an issuer (taking all
          common stock issues as a single class, all preferred stock issues as a
          single class, and all debt issues as a single class), except that the
          Fund reserves the right to invest all of its assets in a class of
          voting securities of another investment company;

     2.   invest more than 10% of its assets in the securities of other
          investment companies or purchase more than 3% of any other investment
          company's voting securities or make any other investment in other
          investment companies except as permitted by federal and state law,
          except that the Fund reserves the right to invest all of its assets in
          another investment company; or

     3.   invest more than 15% of its net assets in illiquid securities.

FUNDAMENTAL INVESTMENT RESTRICTIONS - INTERNATIONAL VALUE CHOICE FUND

     The investment objective of the Fund is not fundamental and may be changed
by the Board. The Fund has adopted the following investment restrictions as
fundamental policies, which means they cannot be changed without the approval of
the holders of a "majority" of the Fund's outstanding voting securities, as that
term is defined in the 1940 Act. The term "majority" is defined in the 1940 Act
as the lesser of: (1) 67% or more of the Fund's shares present at a meeting of
shareholders at which holders of more than 50% of the outstanding shares of the
Fund are present in person or by proxy, or (2) more than 50% of the Fund's
outstanding voting securities.

     As a matter of fundamental policy, the Fund:

     1.   Shall be a "diversified company" as that term is defined in the 1940
          Act;

                                       90


     2.   May not "concentrate" its investments in a particular industry, as
          that term is used in the 1940 Act and as interpreted, modified, or
          otherwise permitted by any regulatory authority having jurisdiction
          from time to time. This limitation will not apply to a Fund's
          investments in: (i) securities of other investment companies; (ii)
          securities issued or guaranteed as to principal and/or interest by the
          U.S. government, its agencies or instrumentalities; or (iii)
          repurchase agreements (collaterized by securities issued by the U.S.
          government, its agencies or instrumentalities);

     3.   May not borrow money, except to the extent permitted under the 1940
          Act, including the rules, regulations, interpretations and any orders
          obtained thereunder;

     4.   May not make loans, except to the extent permitted under the 1940 Act,
          including the rules, regulations, interpretations and any orders
          obtained thereunder. For the purposes of this limitation, entering
          into repurchase agreements, lending securities and acquiring debt
          securities are not deemed to be making of loans;

     5.   May not act as an underwriter of securities except to the extent that,
          in connection with the disposition of securities by a Fund for its
          portfolio, a Fund may be deemed to be an underwriter under the
          applicable law;

     6.   May not purchase or sell real estate, except that a Fund may (i)
          acquire or lease office space for its own use, (ii) invest in
          securities of issuers that invest in real estate or interests therein,
          (iii) invest in mortgage-related securities and other securities that
          are secured by real estate or interests therein, or (iv) hold and sell
          real estate acquired by the Fund as a result of the ownership of
          securities;

     7.   May not issue any senior security (as defined in the 1940 Act), except
          that (i) a Fund may enter into commitments to purchase securities in
          accordance with a Fund's investment program, including reverse
          repurchase agreements, delayed delivery and when-issued securities,
          which may be considered the issuance of senior securities; (ii) a Fund
          may engage in transactions that may result in the issuance of a senior
          security to the extent permitted under the 1940 Act, including the
          rules, regulations, interpretations and any orders obtained
          thereunder; (iii) a Fund may engage in short sales of securities to
          the extent permitted in its investment program and other restrictions;
          and (iv) the purchase of sale of futures contracts and related options
          shall not be considered to involve the issuance of senior securities;
          or

     8.   May not purchase physical commodities or contracts relating to
          physical commodities.

FUNDAMENTAL INVESTMENT RESTRICTIONS - INTERNATIONAL VALUE OPPORTUNITIES FUND

     The investment objective of the Fund is not fundamental and may be changed
by the Board. The Fund has adopted the following investment restrictions as
fundamental policies, which means they cannot be changed without the approval of
the holders of a "majority" of the Fund's outstanding voting securities, as that
term is defined in the 1940 Act. The term "majority" is defined in the 1940 Act
as the lesser of: (1) 67% or more of the Fund's shares present at a meeting of
shareholders at which holders of more than 50% of the outstanding shares of the
Fund are present in person or by proxy, or (2) more than 50% of the Fund's
outstanding voting securities.

     As a matter of fundamental policy, the Fund:


     1.   May not purchase any securities which would cause 25% or more of the
          value of its total assets at the time of purchase to be invested in
          securities of one or more issuers conducting their principal business
          activities in the same industry, provided that: (a) there is no
          limitation with respect to obligations issued or guaranteed by the
          U.S. government, any state or territory of the United States,


                                       91


          or any of their agencies, instrumentalities or political subdivisions;
          and (b) notwithstanding this limitation or any other fundamental
          investment limitation, assets may be invested in the securities of one
          or more management investment companies to the extent permitted by the
          1940 Act, the rules and regulations thereunder and any exemptive
          relief obtained by the Portfolio;

     2.   May not purchase securities of any issuer if, as a result, with
          respect to 75% of the Fund's total assets, more than 5% of the value
          of its total assets would be invested in the securities of any one
          issuer or the Fund's ownership would be more than 10% of the
          outstanding voting securities of any issuer, provided that this
          restriction does not limit the Fund's investments in securities issued
          or guaranteed by the U.S. government, its agencies and
          instrumentalities, or investments in securities of other investment
          companies;

     3.   May not borrow money, except to the extent permitted under the 1940
          Act, including the rules, regulations, interpretations and any orders
          obtained thereunder;

     4.   May not make loans, except to the extent permitted under the 1940 Act,
          including the rules, regulations, interpretations and any orders
          obtained thereunder. For the purposes of this limitation, entering
          into repurchase agreements, lending securities and acquiring debt
          securities are not deemed to be making of loans;

     5.   May not underwrite any issue of securities within the meaning of the
          1933 Act except when it might technically be deemed to be an
          underwriter either: (a) in connection with the disposition of a
          portfolio security; or (b) in connection with the purchase of
          securities directly from the issuer thereof in accordance with its
          investment objective. This restriction shall not limit the Fund's
          ability to invest in securities issued by other registered management
          investment companies;

     6.   May not purchase or sell real estate, except that a Fund may (i)
          acquire or lease office space for its own use, (ii) invest in
          securities of issuers that invest in real estate or interests therein,
          (iii) invest in mortgage-related securities and other securities that
          are secured by real estate or interests therein, or (iv) hold and sell
          real estate acquired by the Fund as a result of the ownership of
          securities;

     7.   May not issue senior securities except to the extent permitted by the
          1940 Act, the rules and regulations thereunder and any exemptive
          relief obtained by the Fund; or

     8.   May not purchase or sell physical commodities, unless acquired as a
          result of ownership of securities or other instruments (but this shall
          not prevent the Fund from purchasing or selling options and futures
          contracts or from investing in securities or other instruments backed
          by physical commodities). This limitation does not apply to foreign
          currency transactions, including, without limitation, forward currency
          contracts.

FUNDAMENTAL INVESTMENT RESTRICTIONS - RUSSIA FUND

     The investment objective of the Fund is a fundamental policy and may not be
changed without a shareholder vote. The Fund has adopted the following
investment restrictions as fundamental policies which means they cannot be
change without the approval of the holders of a "majority" of the Fund's
outstanding shares, as that term is defined in the 1940 Act. The term "majority"
is defined in the 1940 Act as the lesser of (1) 67% or more of the Fund's shares
present at a meeting of shareholders at which the holders of more than 50% of
the outstanding shares of the Fund are present in person or by proxy, or (2)
more than 50% of the Fund's outstanding shares.

     As a matter of fundamental policy, the Fund may not:

                                       92


     1.   issue any senior security (as defined in the 1940 Act), except that
          (a) the Fund may enter into commitments to purchase securities in
          accordance with the Fund's investment program, including reverse
          repurchase agreements, foreign exchange contracts, delayed delivery
          and when-issued securities, which may be considered the issuance of
          senior securities; (b) the Fund may engage in transactions that may
          result in the issuance of a senior security to the extent permitted
          under applicable regulations, interpretation of the 1940 Act or an
          exemptive order; (c) the Fund may engage in short sales of securities
          to the extent permitted in its investment program and other
          restrictions; (d) the purchase or sale of futures contracts and
          related options shall not be considered to involve the issuance of
          senior securities; and (e) subject to fundamental restrictions, the
          Fund may borrow money as authorized by the 1940 Act;


     2.   at the end of each quarter of the taxable year, (i) with respect to at
          least 50% of the market value of the Fund's assets, the Fund may
          invest in cash, U.S. government securities, the securities of other
          RICs and other securities, with such other securities of any one
          issuer limited for the purchases of this calculation to an amount not
          greater than 5% of the value of the Fund's total assets, and (ii) not
          more than 25% of the value of its total assets be invested in the
          securities of any one issuer (other than U.S. government securities or
          the securities of other RICs);


     3.   concentrate its investments by investing more than 25% of its assets
          in the securities of issuers in any one industry. This limit will not
          apply to oil and gas related securities and to securities issued or
          guaranteed by the U.S. government, its agencies and instrumentalities;

     4.   invest in commodity contracts, except that the Fund may, to the extent
          appropriate under its investment program, purchase securities of
          companies engaged in such activities, may enter into transactions in
          financial and index futures contracts and related options, and may
          enter into forward currency contracts;


     5.   purchase real estate, interests in real estate or real estate limited
          partnership interest except that, to the extent appropriate under its
          investment program, the Fund may invest in securities secured by real
          estate or interests therein or issued by companies, including REITs,
          which deal in real estate or interests therein;


     6.   make loans, except that, to the extent appropriate under its
          investment program, the Fund may (a) purchase bonds, debentures or
          other debt securities, including short-term obligations, (b) enter
          into repurchase transactions and (c) lend portfolio securities
          provided that the value of such loaned securities does not exceed
          one-third of the Fund's total assets;

     7.   borrow money, except that (a) the Fund may enter into certain futures
          contracts and options related thereto; (b) the Fund may enter into
          commitments to purchase securities in accordance with the Fund's
          investment program, including delayed delivery and when-issued
          securities and reverse repurchase agreements; (c) for temporary
          emergency purposes, the Fund may borrow money in amounts not exceeding
          5% of the value of its total assets at the time when the loan is made;
          (d) the Fund may pledge its portfolio securities or receivables or
          transfer or assign or otherwise encumber then in an amount not
          exceeding one-third of the value of its total assets; and (e) for
          purposes of leveraging, the Fund may borrow money from banks
          (including its custodian bank), only if, immediately after such
          borrowing, the value of the Fund's assets, including the amount
          borrowed, less its liabilities, is equal to at least 300% of the
          amount borrowed, plus all outstanding borrowings. If at any time, the
          value of the Fund's assets fails to meet the 300% asset coverage
          requirement relative only to leveraging, the Fund will, within three
          days (not including Sundays and holidays), reduce its borrowings to
          the extent necessary to meet the 300% test. The Fund will only invest
          in reverse repurchase agreements up to 5% of the Fund's total assets;
          or

                                       93


     8.   act as underwriter of securities except to the extent that, in
          connection with the disposition of portfolio securities by the Fund,
          the Fund may be deemed to be an underwriter under the provisions of
          the 1933 Act.

NON-FUNDAMENTAL INVESTMENT POLICIES

     The Board has adopted the following non-fundamental investment restrictions
which may be changed by the Board and without shareholder vote:


     1.   Invest more than 15% of its net assets in illiquid securities.
          Illiquid securities are securities that are not readily marketable or
          cannot be disposed of promptly within seven days and in the usual
          course of business without taking a materially reduced price. Such
          securities include, but are not limited to, time deposits and
          repurchase agreements with maturities longer than seven days.
          Securities that may be resold under Rule 144A or securities offered
          pursuant to Section 4(2) of the 1933 Act, shall not be deemed illiquid
          solely by reason of being unregistered. The Adviser shall determine
          whether a particular security is deemed to be liquid based on the
          trading markets for the specific security and other factors.


     2.   Purchase the securities of any other investment company, except as
          permitted under the 1940 Act.

     The Fund has also adopted a non-fundamental policy as required by Rule
35d-1 under the 1940 Act to invest, under normal circumstances at least 80% of
the value of its net assets, plus the amount of any borrowings for investment
purposes, in equity securities (including common and preferred stocks, warrants
and convertible securities) of Russian companies. The Fund has also adopted a
policy to provide its shareholders with at least 60 days' prior written notice
of any change in such investment policy. If, subsequent to an investment, the
80% requirement is no longer met, the Fund's future investments will be made in
a manner that will bring the Fund into compliance with this policy.

     Russia Fund is a non-diversified fund. The Fund is not limited by the 1940
Act in the proportion of assets that it may invest in the obligations of a
single issuer. The investment of a large percentage of the Fund's assets in the
securities of a small number of issuers may cause the Fund's share price to
fluctuate more than that of a diversified investment company.

     If a percentage limitation is satisfied at the time of investment, a later
increase or decrease in such percentage resulting from a change in the value of
the Fund's investments will not constitute a violation of such limitation,
except that any borrowing by the Fund that exceeds the fundamental investment
limitations stated above must be reduced to meet such limitations within the
period required by the 1940 Act (currently three days). Otherwise, the Fund may
continue to hold a security even though it causes the Fund to exceed a
percentage limitation because of fluctuation in the value of the Fund's assets.

                               PORTFOLIO TURNOVER

     A change in securities held in the portfolio of a Fund is known as
"portfolio turnover" and may involve the payment by a Fund of dealer mark-ups or
brokerage or underwriting commissions and other transaction costs on the sale of
securities, as well as on the reinvestment of the proceeds in other securities.
Portfolio turnover rate for a fiscal year is the percentage determined by
dividing the lesser of the cost of purchases or proceeds from sales of portfolio
securities by the average of the value of portfolio securities during such year,
all excluding securities whose maturities at acquisition were one year or less.
A Fund cannot accurately predict its turnover rate, however the rate will be
higher when a Fund finds it necessary to significantly change their portfolio to
adopt a temporary defensive position or respond to economic or market events. A
high turnover rate would increase expenses and may

                                       94


involve realization of capital gains by the Funds. Each Fund's historical
turnover rates are included in the Financial Highlights tables in the
Prospectuses.


     For ING Global Bond Fund, the rate of portfolio turnover increase exceeded
100% and increased over 2006 due to the increase of the Fund's assets. As the
Fund's total assets grew from its inception in June 2006, the Sub-Adviser was
able to employ more investment techniques. For instance, the Sub-Adviser uses a
quantitative model approach to manage the foreign currency exposure for the
Fund. Using historical and expectational data sources, the quantitative model
seeks to identify the opportune time to trade. The quantitative model does not
consider transactional volume, and as a result, will tend to produce a higher
portfolio turnover rate than a non-quantitative approach.

     For ING International Growth Opportunities Fund, the rate of portfolio
turnover decrease was 43% from 2006 For ING International Growth Opportunities
Fund, the decrease in the annual portfolio turnover rate in 2007 was not
unexpected as the Fund experienced an increase in its annual turnover rate in
2006 as a result of the change in the portfolio management team.

     For Global Natural Resources Fund, the rate of portfolio turnover increase
exceeded 100% and increased over 2005 due to the fact that there was a change in
strategy during the most recent fiscal year, which resulted in a portfolio
restructuring. For International Growth Opportunities Fund, the rate of
portfolio turnover increase exceeded 100% and increased over 2005 due to the
fact that there was a change in the portfolio management team during the fiscal
year ended October 31, 2006 which led to a portfolio restructuring that better
aligned holdings with the new investment approach.


                  DISCLOSURE OF THE FUNDS' PORTFOLIO SECURITIES

     Each Fund is required to file its complete portfolio holdings schedule with
the SEC on a quarterly basis. This schedule is filed with each Fund's annual and
semi-annual shareholder reports on Form N-CSR for the second and fourth fiscal
quarters and on Form N-Q for the first and third fiscal quarters.

     In addition, each Fund posts its portfolio holdings schedule on ING's
website on a calendar-quarter basis and it is available on the first day of the
second month of the next quarter. The portfolio holdings schedule is as of the
preceding quarter-end (i.e., each Fund will post the quarter-ending June 30
holdings on August 1).

     Each Fund also compiles a list composed of its ten largest holdings ("Top
Ten"). This information is produced monthly, and is made available on ING's
website, on the tenth day of each month. The Top Ten holdings information is as
of the last day of the previous month.

     Investors (both individual and institutional), financial intermediaries
that distribute each Fund's shares and most third parties may receive a Fund's
annual or semi-annual shareholder reports, or view on ING's website, a Fund's
portfolio holdings schedule. The Top Ten list also is provided in quarterly Fund
descriptions that are included in the offering materials of variable life
insurance products and variable annuity contracts.

     Other than in regulatory filings or on ING's website, a Fund may provide
its portfolio holdings to certain unaffiliated third parties and affiliates when
a Fund has a legitimate business purpose for doing so. Unless otherwise noted
below, a Fund's disclosure of its portfolio holdings will be on an as-needed
basis, with no lag time between the date of which the information is requested
and the date the information is provided. Specifically, a Fund's disclosure of
its portfolio holdings may include disclosure:

     .    To the Fund's independent registered public accounting firm, named
          herein, for use in providing audit opinions;

     .    To financial printers for the purpose of preparing Fund regulatory
          filings;

     .    For the purpose of due diligence regarding a merger or acquisition;

     .    To a new adviser or sub-adviser prior to the commencement of its
          management of the Fund;


     .    To rating and ranking agencies such as Bloomberg, Morningstar, Lipper
          and S&P's, such agencies may


                                       95


          receive more data from the Funds than is posted on the Funds'
          website);

     .    To consultants for use in providing asset allocation advice in
          connection with investments by affiliated funds-of-funds in the Fund;

     .    To service providers, such as proxy voting and class action services
          providers, on a daily basis, in connection with their providing
          services benefiting the Fund;

     .    To a third party for purposes of effecting in-kind redemptions of
          securities to facilitate orderly redemption of portfolio assets and
          minimal impact on remaining Fund shareholders; or

     .    To certain third parties, on a weekly basis with no lag time, that
          have financed a Fund's Class B shares.

     In all instances of such disclosure the receiving party, by agreement, is
subject to a duty of confidentiality, including a duty not to trade on such
information.

     The Funds' Board has adopted policies and procedures ("Policies") designed
to ensure that disclosure of information regarding a Fund's portfolio securities
is in the best interests of Fund shareholders, including procedures to address
conflicts between the interests of a Fund's shareholders, on the one hand, and
those of a Fund's adviser, sub-adviser, principal underwriter or any affiliated
person of a Fund, its adviser, or its principal underwriter, on the other. Such
Policies authorize the Funds' administrator to implement the Board's policies
and direct the administrator to document the expected benefit to shareholders.
Among other considerations, the administrator is directed to consider whether
such disclosure may create an advantage for the recipient or its affiliates or
their clients over that of the Funds' shareholders. Similarly, the administrator
is directed to consider, among other things, whether the disclosure of portfolio
holdings creates a conflict between the interests of shareholders and the
interests of the adviser, sub-adviser(s), principal underwriter and their
affiliates. The Board has authorized the senior officers of the Funds'
administrator to authorize the release of the Funds' portfolio holdings, as
necessary, in conformity with the foregoing principles and to monitor for
compliance with the Policies. The Funds' administrator reports quarterly to the
Board regarding the implementation of the Policies.

     Each Fund has the following ongoing arrangements with certain third parties
to provide a Fund's full portfolio holdings:

                                                                          Time Lag Between Date
                                                                           of Information and
             Party                        Purpose           Frequency   Date Information Released
------------------------------   ------------------------   ---------   -------------------------
Societe Generale Constellation   Class B shares financing   Weekly      None
Institutional Shareholder        Proxy Voting               Daily       None
Services, Inc.                   & Class Action
                                 Services
Charles River Development        Compliance                 Daily       None

     All of the arrangements in the table above are subject to the Policies
adopted by the Board to ensure such disclosure is for a legitimate business
purpose and is in the best interests of a Fund and its shareholders. The Funds'
Board must approve any material change to the Policies. The Policies may not be
waived, or exceptions made, without the consent of ING's Legal Department. All
waivers and exceptions involving any of the Funds will be disclosed to the
Funds' Board no later than its next regularly scheduled quarterly meeting. No
compensation or other consideration may be received by the Funds, the Adviser,
or any other party in connection with the disclosure of portfolio holdings in
accordance with the Policies.

                                       96


                            MANAGEMENT OF EACH TRUST

Management of each Trust

     Set forth in the table below is information about each Trustee of each
Trust.


                                                                                          Number
                                                                                         of Funds
                                                                                          in Fund
                                            Term of                                      Complex
                                           Office and                                    Overseen
                             Position(s)   Length of                                        by
                              Held with       Time         Principal Occupation(s) -      Trustee     Other Directorships held by
Name, Address and Age        each Trust    Served /1/       During the Past 5 Years         /2/                 Trustee
--------------------------   -----------   ----------   ------------------------------   --------   -------------------------------
Independent Trustees

Colleen D. Baldwin/3/        Trustee       November     Consultant (January 2005 to         179     None.
7337 E. Doubletree Ranch                   2007 -       Present). Chief Operating
Rd.                                        Present      Officer, Ivy Asset Management
Scottsdale, Arizona 85258                               Group (April 2002 - October
Age: 47                                                 2004). Chief Operating
                                                        Officer, AIG Global Investment
                                                        Group. (May 1995 - January
                                                        2002).

John V. Boyer                Trustee       January      Consultant (July 2007 -             179     None.
7337 East Doubletree Ranch                 2005 -       Present). Formerly, President
Rd.                                        Present      and Chief Executive Officer,
Scottsdale, Arizona 85258                               Franklin and Eleanor Roosevelt
Age: 54                                                 Institute (March 2006 - July
                                                        2007), and Executive Director,
                                                        The Mark Twain House & Museum
                                                        /4/ (September 1989 - November
                                                        2005).

Patricia W. Chadwick         Trustee       January      Consultant and President of         179     Wisconsin Energy (June
7337 East Doubletree Ranch                 2006 -       self-owned company, Ravengate               2006 - Present).
Rd.                                        Present      Partners LLC (January 2000 -
Scottsdale, Arizona 85258                               Present).
Age: 59

Peter S. Drotch/3/           Trustee       November     Retired partner.                    179     First Marblehead Corporation
7337 E. Doubletree Ranch                   2007 -       Pricewaterhouse Coopers.                    (October 2003- Present);
Rd.                                        Present                                                  BlackRock Funds/State Street
Scottsdale, Arizona 85258                                                                           Research Funds, Trustee
Age: 66                                                                                             (February 2004 - January
                                                                                                    2007); Tufts Health Plan,
                                                                                                    Director (June 2006 -
                                                                                                    Present); and University of
                                                                                                    Connecticute, Trustee
                                                                                                    (November 2004 - Present).

J. Michael Earley            Trustee       February     President and Chief Executive       179     None.
7337 East Doubletree Ranch                 2002 -       Officer, Bankers Trust
Rd.                                        Present      Company, N.A. (June 1992 -
Scottsdale, Arizona 85258                  (ING         Present).
Age: 62                                    Mayflower
                                           Trust)

                                           February
                                           2001 -
                                           Present
                                           (ING
                                           Mutual
                                           Funds)

Patrick W. Kenny             Trustee       January      President and Chief Executive       179     Assured Guaranty Ltd. (April
                                           2005 -       Officer, International                      2004 -


                                       97



                                                                                          Number
                                                                                         of Funds
                                                                                          in Fund
                                            Term of                                      Complex
                                           Office and                                    Overseen
                             Position(s)   Length of                                        by
                              Held with       Time         Principal Occupation(s) -      Trustee     Other Directorships held by
Name, Address and Age        each Trust    Served /1/       During the Past 5 Years         /2/                 Trustee
--------------------------   -----------   ----------   ------------------------------   --------   -------------------------------
7337 East Doubletree Ranch                 Present      Insurance Society (June 2001 -              Present); and Odyssey
Rd.                                                     Present).                                   Reinsurance Holdings (November
Scottsdale, Arizona 85258                                                                           2006 - Present).
Age: 65

Sheryl K. Pressler           Trustee       January      Consultant (May 2001 -              179     Stillwater Mining Company (May
7337 East Doubletree Ranch                 2006 -       Present).                                   2002 - Present); California
Rd.                                        Present                                                  HealthCare Foundation (June
Scottsdale, Arizona 85258                                                                           1999 - Present); and
Age: 58                                                                                             Romanian-American Enterprise
                                                                                                    Fund (February 2004 - Present).

David W.C. Putnam            Trustee       October      Chair, Board of Directors and       179     Principled Equity Market Trust
7337 East Doubletree Ranch                 1999 -       President, F.L. Putnam                      (December 1996 - Present) and
Rd.                                        Present      Securities Company, Inc. (June              Asian American Bank and Trust
Scottsdale, Arizona 85258                               1978 - Present).                            Company (June 1993 - Present).
Age: 68


                                       98



                                                                                          Number
                                                                                         of Funds
                                                                                          in Fund
                                            Term of                                      Complex
                                           Office and                                    Overseen
                             Position(s)   Length of                                        by
                              Held with       Time         Principal Occupation(s) -      Trustee     Other Directorships held by
  Name, Address and Age      each Trust    Served /1/       During the Past 5 Years         /2/                 Trustee
--------------------------   -----------   ----------   ------------------------------   --------   -------------------------------
Roger B. Vincent             Chairperson   February     President, Springwell               179     UGI Corporation (February 2006
7337 East Doubletree Ranch   and Trustee   2001 -       Corporation (March 1989 -                   - Present); and UGI Utilities,
Rd.                                        Present      Present).                                   Inc. (February 2006 - Present).
Scottsdale, Arizona 85258                  (ING
Age: 62                                    Mayflower
                                           Trust)

                                           February
                                           2002 -
                                           Present
                                           (ING
                                           Mutual
                                           Funds)

Trustees who are "Interested Persons"

Robert W. Crispin/3,5/       Trustee       November     Formerly, Chairman and Chief        179     ING Life Insurance and Annuity
7337 East Doubletree Ranch                 2007 -       Executive Officer, ING                      Company (May 2006 - Present);
Rd.                                        Present      Investment Management Co.                   ING USA Annuity and Life
Scottsdale, Arizona 85258                               (June 2001 - December 31,                   Insurance Company (May 2006 -
Age: 61                                                 2007).                                      Present); Midwestern United
                                                                                                    Life Insurance Company (May
                                                                                                    2006 - Present); ReliaStar
                                                                                                    Life Insurance Company (May
                                                                                                    2006 - Present); Security Life
                                                                                                    of Denver Insurance Company
                                                                                                    (May 2006 - Present); Belair
                                                                                                    Insurance Company Inc. (August
                                                                                                    2005 - Present); The Nordic
                                                                                                    Insurance Company of Canada
                                                                                                    (February 2005-Present);
                                                                                                    Trafalgar Insurance Company of
                                                                                                    Canada (February 2006 -
                                                                                                    Present); ING Novex Insurance
                                                                                                    Company of Canada (February
                                                                                                    2005 - Present); Allianz
                                                                                                    Insurance Company of Canada
                                                                                                    (February 2005 - Present); ING
                                                                                                    Canada Inc. (December 2004 -
                                                                                                    Present) and ING Foundation
                                                                                                    (March 2004 - Present).

Shaun P. Matthews/3,4,5/     Trustee       November     President and Chief Executive       179     Holding Company, Inc. (May
7337 East Doubletree Ranch                 2007 -       Officer, ING Investments, LLC               2000 - Present); Southland
Rd.                                        Present      (December 2006 - Present);                  Life Insurance Company (June
Scottsdale, Arizona 85258                               Head of ING USFS Mutual Funds               2002 - Present); and ING
Age: 52                                                 and Investment Products                     Capital Corporation, LLC, ING
                                                        (October 2004 - Present).                   Funds Distributor, LLC/5/, ING
                                                        Formerly, CMO, ING USFS (April              Funds Services, LLC/6/, ING
                                                        2002 - October 2004), and Head              Investments, LLC and ING
                                                        of Rollover/Payout (October                 Pilgrim Funding, Inc. (March
                                                        2001- December 2003).                       2006 - Present).


----------
/1/  Trustees serve until their successors are duly elected and qualified,
     subject to the Board's retirement policy which states that each duly
     elected or appointed Trustee who is not an "interested person" of the
     Trusts, as defined in the 1940 Act, as amended ("Independent Trustees"),
     shall retire from service as a Trustee at the first regularly scheduled
     quarterly meeting of the Board that is held after (a) the Trustee reaches
     the age of 70, if that Trustee qualifies for a retirement benefit as
     discussed in the Board's retirement policy; or (b) the Trustee reaches the
     age 72 or has served as a

                                       99


     Trustee for 15 years, if that Trustee does not qualify for the retirement
     benefit. A unanimous vote of the Board may extend the retirement date of a
     Trustee for up to one year. An extension may be permitted if the retirement
     would trigger a requirement to hold a meeting of shareholders of the Trusts
     under applicable law, whether for purposes of appointing a successor to the
     Trustee or if otherwise necessary under applicable law, in which case the
     extension would apply until such time as the shareholder meeting can be
     held or is no longer needed.


/2/  For the purposes of this table, "Fund Complex" means the following
     investment companies: ING Asia Pacific High Dividend Equity Income Fund,
     ING Equity Trust; ING Funds Trust; ING Global Equity Dividend and Premium
     Opportunity Fund; ING Global Advantage and Premium Opportunity Fund; ING
     International High Dividend Equity Income Fund; ING Investment Funds, Inc.;
     ING Investors Trust; ING Mayflower Trust; ING Mutual Funds; ING Prime Rate
     Trust; ING Risk Managed Natural Resources Fund; ING Senior Income Fund; ING
     Variable Insurance Trust; ING Variable Products Trust; and ING Partners,
     Inc. The number of Funds in the complex is as of January 31, 2008.


/3/  Ms. Baldwin and Messrs. Drotch, Crispin and Mathews each commenced services
     as Trustee of ING Mutual Funds on November 27, 2007. Ms. Baldwin and
     Messrs. Drotch, Crispin and Mathews each commenced services as Trustee of
     ING Mayflower Trust on December 17, 2007.

/4/  Shaun Mathews, President, ING USFS Mutual Funds and Investment Products,
     has held a seat on the Board of Directors of The Mark Twain House & Museum
     since September 19, 2002. ING Groep N.V. affiliates make non-material,
     charitable contributions to The Mark Twain House & Museum.

/5/  Messrs. Crispin and Mathews are deemed to be "interested persons" of the
     Trusts as defined in the 1940 Act because of their relationship with ING
     Groep, N.V., the parent corporation of the Adviser , ING Investments, LLC
     and the Distributor, ING Funds Distributor, LLC.

                                      100


Officers

     Information about the Funds' Officers are set forth in the table below:


                                 Positions Held with each    Term of Office and Length        Principal Occupation(s) During the
Name, Address and Age                     Trust                of Time Served /1/, /2/                 Last Five Years
------------------------------   -------------------------   -------------------------   -------------------------------------------
Shaun P. Mathews/3/              President and Chief         November 2006 - Present     President and Chief Executive Officer, ING
7337 East Doubletree Ranch Rd.   Executive Officer                                       Investments, LLC5 and ING Funds Services,
Scottsdale, Arizona 85258                                                                LLC/4/ (December 2006 - Present) /6/; and
Age: 52                                                                                  Head of ING USFS Mutual Funds and
                                                                                         Investment Products (October 2004 -
                                                                                         Present). Formerly, CMO, ING USFS (April
                                                                                         2002 - October 2004); and Head of
                                                                                         Rollover/Payout (October 2001 - December
                                                                                         2003).

Michael J. Roland                Executive Vice President    February 2002 - Present     Head of Mutual Fund Platform (February 2007
7337 East Doubletree Ranch Rd.                                                           - Present); and Executive Vice President,
Scottsdale, Arizona 85258                                                                ING Investments, LLC/5/ and ING Funds
Age: 49                                                                                  Services, LLC3 (December 2001 - Present).
                                                                                         Formerly, Head of Product Management
                                                                                         (January 2005 - January 2007); Chief
                                                                                         Compliance Officer, ING Investments,LLC5
                                                                                         and Directed Services, LLC (October 2004 -
                                                                                         December 2005); and Chief Financial
                                                                                         Officer and Treasurer, ING Investments,
                                                                                         LLC3 (December 2001 - March 2005).

Stanley D. Vyner                 Executive Vice President    May 1999 - Present (ING     Executive Vice President, ING Investments,
7337 East Doubletree Ranch Rd.                               Mutual Funds)               LLC/5/ (July 2000 - Present); and Chief
Scottsdale, Arizona 85258                                    November 1999 - Present     Investment Risk Officer, ING Investments,
Age: 57                                                      (ING Mayflower Trust)       LLC/5/ (January 2003 - Present). Formerly,
                                                                                         Chief Investment Officer of the
                                                                                         International Portfolios, ING Investments,
                                                                                         LLC/5/ (August 2000 - January 2003).

Joseph M. O'Donnell              Chief Compliance Officer    November 2004 - Present     Chief Compliance Officer of the ING Funds
7337 East Doubletree Ranch Rd.                                                           (November 2004 - Present) and ING
Scottsdale, Arizona 85258        Executive Vice President    March 2006 - Present        Investments, LLC/5/ and Directed Services,
Age: 53                                                                                  LLC (March 2006 - Present); and Executive
                                                                                         Vice President of the ING Funds (March 2006
                                                                                         - Present). Formerly, Chief Compliance
                                                                                         Officer of ING Life Insurance & Annuity
                                                                                         Company (March 2006 - December 2006); Vice
                                                                                         President, Chief Legal Counsel, Chief
                                                                                         Compliance Officer and Secretary of Atlas
                                                                                         Securities, Inc., Atlas Advisers, Inc. and
                                                                                         Atlas Funds (October 2001 - October 2004).

Todd Modic                       Senior Vice President,      March 2005 - Present        Senior Vice President, ING Fund Services,
7337 East Doubletree Ranch Rd.   Chief/Principal Financial                               LLC/4/ (April 2005 - Present). Formerly,
Scottsdale, Arizona 85258        Officer & Assistant                                     Vice President, ING Funds Services, LLC/4/
Age: 40                          Secretary                                               (September 2002 - March 2005); and Director
                                                                                         of Financial Reporting, ING Investments,
                                                                                         LLC/5/ (March 2001- September 2002).

Kimberly A. Anderson             Senior Vice President       November 2003 - Present     Senior Vice President and Assistant
7337 East Doubletree Ranch Rd.                                                           Secretary, ING Investments, LLC/5/ (October
Scottsdale, Arizona 85258                                                                2003 - Present). Formerly, Vice President
Age: 43                                                                                  and Assistant Secretary, ING Investments,
                                                                                         LLC/5/ (January 2001 - October 2003).

Ernest J. C'DeBaca               Senior Vice President       May 2006 - Present          Senior Vice President, ING Funds Services,
7337 East Doubletree Ranch Rd.                                                           LLC4 (April 2006 - Present). Formerly,
Scottsdale, AZ 85258                                                                     Counsel, ING Americas, U.S. Legal Services
Age: 38                                                                                  (January 2004 - March 2006); and
                                                                                         Attorney-Adviser, U.S. Securities and
                                                                                         Exchange Commission (May 2001 - December
                                                                                         2003).

Robert Terris                    Senior Vice President       May 2006 - Present          Senior Vice President Operations, ING Funds
                                                                                         (May 2006 - Present);


                                      101



                                 Positions Held with each    Term of Office and Length        Principal Occupation(s) During the
Name, Address and Age                     Trust                of Time Served /1/, /2/                 Last Five Years
------------------------------   -------------------------   -------------------------   -------------------------------------------
7337 East Doubletree Ranch Rd.                                                           and Vice President, Head of Division
Scottsdale, AZ 85258                                                                     Operations, ING Funds Services,
Age: 37                                                                                  LLC/4/ (March 2006 - Present).
                                                                                         Formerly, Vice President of
                                                                                         Administration, ING Funds Services,
                                                                                         LLC/4/ (October 2001 - May 2006).

Robyn L. Ichilov                 Vice President and          May 1999 - Present (ING     Vice President and Treasurer, ING Funds
7337 East Doubletree Ranch Rd.   Treasurer                   Mutual Funds)               Services, LLC/4/ (October 2001 - Present)
Scottsdale, Arizona 85258                                    November 1999 - Present     and ING Investments, LLC5 (August 1997 -
Age: 40                                                      (ING Mayflower Trust)       Present).

William Evans                    Vice President              September 2007 - Present    Vice President, Head of Mutual Fund
10 State House Square                                                                    Advisory Group (April 2007 - Present).
Hartford, CT 06103                                                                       Formerly, Vice President, U.S. Mutual Funds
Age:  35                                                                                 and Investment Products (May 2005 - April
                                                                                         2007); and Senior Fund Analyst, U.S. Mutual
                                                                                         Funds and Investment Products (May 2002 -
                                                                                         May 2005).

Lauren D. Bensinger              Vice President              February 2003 - Present     Vice President and Chief Compliance
7337 East Doubletree Ranch Rd.                                                           Officer, ING Funds Distributor, LLC/6/
Scottsdale, Arizona 85258                                                                (July 1995 - Present); and Vice President,
Age: 54                                                                                  ING Investments, LLC/5/ (February 1996 -
                                                                                         Present); and Director of Compliance ING
                                                                                         Investments, LLC/5/ (October 2004 -
                                                                                         Present). Formerly, Chief Compliance
                                                                                         Officer, ING Investments, LLC/5/. (October
                                                                                         2001 - October 2004).

Maria M. Anderson                Vice President              September 2004 - Present    Vice President, ING Funds Services, LLC/4/
7337 East Doubletree Ranch Rd.                                                           (September 2004 - Present). Formerly,
Scottsdale, Arizona 85258                                                                Assistant Vice President, ING Funds
Age: 49                                                                                  Services, LLC4 (October 2001- September
                                                                                         2004); and Manager of Fund Accounting and
                                                                                         Fund Compliance, ING Investments, LLC/5/
                                                                                         (September 1999 - October 2001).

Denise Lewis                     Vice President              January 2007 - Present      Vice President, ING Funds Services, LLC/4/
7337 East Doubletree Ranch Rd.                                                           (December 2006 - Present). Formerly, Senior
Scottsdale, Arizona 85258                                                                Vice President, UMB Investment Services
Age: 44                                                                                  Group, LLC (November 2003 - December 2006);
                                                                                         Vice President, Wells Fargo Funds
                                                                                         Management, LLC (December 2000 - August
                                                                                         2003).

Kimberly K. Palmer               Vice President              March 2006 - Present        Vice President, ING Funds Services, LLC4
7337 East Doubletree Ranch Rd.                                                           (March 2006 - Present). Formerly, Assistant
Scottsdale, Arizona 85258                                                                Vice President, ING Funds Services, LLC/4/
Age: 50                                                                                  (August 2004 - March 2006); Manager,
                                                                                         Registration Statements, ING Funds
                                                                                         Services, LLC/4/ (May 2003 - August 2004);
                                                                                         Associate Partner, AMVESCAP PLC (October
                                                                                         2000 - May 2003); and Director of Federal
                                                                                         Filings and Blue Sky Filings, INVESCO Funds
                                                                                         Group, Inc. (March 1994 - May 2003).

Susan P. Kinens                  Assistant Vice              February 2003 - Present     Assistant Vice President, ING Funds
7337 East Doubletree Ranch Rd.   President                                               Services, LLC/4/ (December 2002 - Present);
Scottsdale, Arizona 85258                                                                and has held various other positions with
Age: 31                                                                                  ING Funds Services, LLC/4/ for more than
                                                                                         the last five years.

Huey P. Falgout, Jr.             Secretary                   August 2003 - Present       Chief Counsel, ING Americas, U.S. Legal
7337 East Doubletree Ranch Rd.                                                           Services (September 2003 - Present).
Scottsdale, Arizona 85258                                                                Formerly, Counsel, ING Americas, U.S. Legal
Age: 45                                                                                  Services (November 2002 - September 2003);
                                                                                         and Associate General Counsel of AIG
                                                                                         American General (January 1999 - November
                                                                                         2002)



                                      102


                                 Positions Held with each    Term of Office and Length        Principal Occupation(s) During the
Name, Address and Age                     Trust                of Time Served /1/, /2/                 Last Five Years
------------------------------   -------------------------   -------------------------   -------------------------------------------
Theresa K. Kelety                Assistant Secretary         August 2003 - Present       Counsel, ING Americas, U.S. Legal Services
7337 East Doubletree Ranch Rd.                                                           (April 2003 - Present). Formerly, Senior
Scottsdale, Arizona 85258                                                                Associate with Shearman & Sterling
Age: 45                                                                                  (February 2000 - April 2003).

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

/2/  Unless otherwise noted, this column refers to ING Mutual Funds and ING
     Mayflower Trust.

/3/  Mr. Mathews commenced service as the President and the Chief Executive
     Officer on November 9, 2006.

/4/  ING Funds Services, LLC was previously named ING Pilgrim Group, LLC. ING
     Pilgrim Group, LLC is the sucessor in interest to ING Pilgrim Group, Inc.,
     which was previously known as Pilgrim Group, Inc. and before that was known
     as Pilgrim America Group, Inc.

/5/  ING Investments, LLC was previously named ING Pilgrim Investments, LLC. ING
     Pilgrim Investments, LLC is the sucessor in interest to ING Pilgrim
     Investments, Inc., which was previously known as Pilgrim Investments, Inc.
     and before that was known as Pilgrim America Investments, Inc.

/6/  ING Funds Distributor, LLC is the sucessor in interest to ING Funds
     Distributor, Inc., which was previously known as ING Pilgrim Securities,
     Inc., and before that was known as Pilgrim Securities, Inc., and before
     that was known as Pilgrim America Securities, Inc.

                                      103


Board

     The Board of Trustees of the Trusts ("Board") governs each Fund and is
responsible for protecting the interests of the shareholders. The Trustees are
experienced executives who oversee the Funds' activities, review contractual
arrangements with companies that provide services to each of the Funds and
review each Fund's performance.

Frequency of Board Meetings

     The Board currently conducts regular meetings eight (8) times a year. The
Audit Committee and the Compliance Committee each meet regularly four (4) times
per year; the Investment Review Committee meets six (6) times per year, the
Contracts Committee meets seven (7) times per year and the remaining Committees
meet as needed. In addition, the Board or the Committees may hold special
meetings by telephone or in person to discuss specific matters that may require
action prior to the next regular meeting. Each Committee listed below operates
pursuant to a Charter approved by the Board.

Recent Committee Changes

     Effective May 10, 2007, changes were made to the Board's Committee
structure. In particular, the Committee membership changes on that date, and
these changes are reflected in the discussion of the Committees that is set out
below. In addition, prior to May 10, 2007, the Board had a Valuation, Proxy and
Brokerage Committee. Effective May 10, 2007, the functions of the Valuation,
Proxy and Brokerage Committee and the Compliance Committee were combined. The
Compliance Committee was the surviving Committee, and now oversees valuation,
proxy and brokerage matters, as well as compliance issues. We also note that
Roger Vincent became the Chairman of the Board effective May 10, 2007. Prior to
that day, Jock Patton served as the Chairman of the Board.

Committees

     Executive Committee. The Board has established an Executive Committee whose
function is to act on behalf of the full Board between meetings when necessary.
The Executive Committee currently consists of three (3) Independent Trustees and
two (2) Trustees who are "interested persons," as defined in the 1940 Act. The
following Trustees serve as members of the Executive Committee: Ms. Pressler and
Messrs. Boyer, Crispin, Mathews and Vincent. Mr. Vincent serves as Chairperson
of the Executive Committee.

     Prior to May 10, 2007, the Executive Committee consisted of two (2)
Independent Trustees and one (1) Trustee who was an "interested person," as
defined in the 1940 Act, of each Fund. During the period prior to May 10, 2007,
the following Trustees served as members of the Executive Committee: Messrs.
Turner, Vincent and Patton. Mr. Patton served as Chairperson of the Executive
Committee.


     The Executive Committee held three (3) meetings during the fiscal year
ended October 31, 2007.

     Audit Committee. The Board has established an Audit Committee whose
functions include, among other things, to meet with the independent registered
public accounting firm of each Trust to review the scope of the Trust's audit,
its financial statements and interim accounting controls, and to meet with
management concerning these matters, among other things. The Audit Committee
currently consists of four (4) Independent Trustees. The following Trustees
currently serve as members of the Audit Committee: Ms. Chadwick and Messrs.
Drotch, Earley and Putnam. Mr. Earley currently serves as Chairperson of the
Audit Committee, and also has been designated as the Audit Committee's financial
expert under the Sarbanes-Oxley Act.


                                      104


     Prior to May 10, 2007, the following Trustees served as members of the
Audit Committee: Messrs. Earley, Kenny, Vincent and Putnam and Ms. Pressler.
During the period prior to May 10, 2007, Mr. Earley served as Chairperson of the
Audit Committee, and Mr. Kenny was designated as the Audit Committee's financial
expert under the Sarbanes-Oxley Act.


     The Audit Committee held five (5) meetings during the fiscal year ended
October 31, 2007.


     Compliance Committee. The Board has established a Compliance Committee for
the purpose of, among other things, coordinating activities between the Board
and the Chief Compliance Officer ("CCO") of the Trusts. The Compliance Committee
facilitates the information flow among Board members and the CCO between Board
meetings; works with the CCO and management to identify the types of reports to
be submitted by the CCO to the Compliance Committee and the Board; coordinates
CCO oversight activities with other ING Fund boards; and makes recommendations
regarding the role, performance and oversight of the CCO. The Board also
oversees quarterly compliance reporting.

     Effective May 10, 2007, the functions of the Board's Valuation, Proxy and
Brokerage Committee were combined with the functions of the Compliance
Committee. As a result of this combination, the functions of the Compliance
Committee now include determining the value of securities held by the Funds for
which market value quotations are not readily available; overseeing management's
administration of proxy voting; and overseeing the effectiveness of the
investment adviser's usage of the Trusts' brokerage and the adviser's compliance
with changing regulations regarding the allocation of brokerage for services
(other than pure trade executions).

     The Compliance Committee currently consists of five (5) Independent
Trustees: Mses. Baldwin and Pressler and Messrs. Boyer, Kenny and Vincent. Mr.
Kenny currently serves as Chairperson of the Compliance Committee.

     Prior to May 10, 2007, the Compliance Committee consisted of five (5)
Independent Trustees: Messrs. Boyer, Early, Putnam, Kenny and Patton. Mr. Kenny
served as Chairperson of the Compliance Committee during the period prior to May
10, 2007.


     The Compliance Committee held five (5) meetings during the fiscal year
ended October 31, 2007.


     Valuation, Proxy and Brokerage Committee. As is discussed above, prior to
May 10, 2007 the Board had established and in place a Valuation, Proxy and
Brokerage Committee. On that date, the Board's Committees were reconstituted and
the functions of the Valuation, Proxy and Brokerage Committee were combined with
that of the Compliance Committee, and the reconstituted Compliance Committee was
the surviving Committee. The Compliance Committee now oversees valuation, proxy
voting and brokerage matters formerly overseen by the Valuation, Proxy and
Brokerage Committee.

     Prior to May 10, 2007, the Valuation, Proxy and Brokerage Committee
functions included, among others: reviewing the determination of the value of
securities held by each Trust for which market value quotations are not readily
available; overseeing management's administration of proxy voting; and
overseeing the effectiveness of the investment adviser's usage of each Trust's
brokerage; and overseeing the advisers' compliance with changing regulations
regarding the allocation of brokerage for services (other than pure trade
executions). The Valuation, Proxy and Brokerage Committee consisted of four (4)
Independent Trustees. The following Trustees served as members of the Valuation,
Proxy and Brokerage Committee: Dr. Gitenstein and Ms. Chadwick and Messrs. Boyer
and Patton. Ms. Chadwick served as Chairperson of the Valuation, Proxy and
Brokerage Committee.


     The Valuation, Proxy and Brokerage Committee held three (3) meetings during
the fiscal year ended October 31, 2007.


                                      105


     Nominating and Governance Committee. The Board has established a Nominating
and Governance Committee for the purpose of, among other things, (1) identifying
and recommending to the Board candidates it proposes for nomination to fill
Independent Trustee vacancies on the Board; (2) reviewing workload and
capabilities of Independent Board members and recommending changes to size or
composition of the Board, as necessary; (3) monitoring regulatory developments
and recommending modifications to the Committee's responsibilities; (4)
considering and recommending the creation of additional committees or changes to
Trustee policies and procedures based on rule changes and "best practices" in
corporate governance; (5) reviewing compensation of Independent Board members
and making recommendations for any changes; and (6) overseeing the Board's
annual self evaluation process.

     In evaluating candidates, the Nominating and Governance Committee may
consider a variety of factors, but it has not at this time set any specific
minimum qualifications that must be met. Specific qualifications of candidates
for Board membership will be based on the needs of the Board at the time of
nomination.

     The Nominating and Governance Committee will consider nominations received
from shareholders and shall assess shareholder nominees in the same manner as it
reviews its own nominees. A shareholder nominee for Trustee should be submitted
in writing to the Trusts'/Funds' Secretary. Any such shareholder nomination
should include at a minimum the following information as to each individual
proposed for nominations as Trustee: such individual's written consent to be
named in the proxy statement as a nominee (if nominated) and to serve as a
Trustee (if elected), and all information relating to such individual that is
required to be disclosed in the solicitation of proxies for election of
Trustees, or is otherwise required, in each case under applicable federal
securities laws, rules and regulations.

     The Secretary shall submit all nominations received in a timely manner to
the Nominating and Governence Committee. To be timely, any such submission must
be delivered to the Funds' Secretary not earlier than the 90th day prior to such
meeting and not later than the close of business on the later of the 60th day
prior to such meeting or the 10th day following the day on which public
announcement of the date of the meeting is first made, by either the disclosure
in a press release or in a document publicly filed by the Funds with the SEC.

     The Nominating and Governance Committee consists of four (4) Independent
Trustees: Ms. Chadwick and Messrs. Boyer, Kenny and Vincent. Mr. Boyer serves as
Chairperson of the Nominating and Governance Committee.

     Prior to May 10, 2007, the membership of the Nominating and Governance
Committee consisted of four (4) Independent Trustees. The following Trustees
serve as members of the Nominating and Governance Committee: Dr. Gitenstein and
Messrs. Kenny, Patton and Vincent. During the period prior to May 10, 2007, Dr.
Gitenstein served as Chairperson of the Nominating and Governance Committee.


     During the fiscal year ended October 31, 2007, the Nominating and
Governance Committee held no (0) meetings.


     Investment Review Committee. The Board has established two Investment
Review Committees to, among other things, monitor the investment performance of
the Funds and make recommendations to the Board with respect to the Funds. The
Investment Review Committee for the Domestic Equity Funds currently consists of
four (4) Independent Trustees. and one (1) Trustee who is an "interested
person," as defined in the 1940 Act. The following Trustees serve as members of
the Investment Review Committee for the Domestic Equity Funds: Ms. Chadwick and
Messrs. Crispin, Drotch, Earley and Putnam. Ms. Chadwick serves as Chairperson
of the Investment Review Committee for the Domestic Equity Funds.

     Prior to May 10, 2007, the Investment Review Committee for the Domestic
Equity Funds was comprised of five (5) Independent Trustees and one (1) Trustee
who was an "interested person," as defined in the 1940 Act. During the period
prior to May 10, 2007, the following Trustees served as members of the
Investment

                                      106


Review Committee for the Domestic Equity Funds: Ms. Chadwick and Messrs. Patton,
Putnam, Earley, Turner and Vincent. Mr. Vincent served as Chairperson of the
Investment Review Committee for the Domestic Equity Funds.


     The Investment Review Committee for the Domestic Equity Funds held six (6)
meetings during the fiscal year ended October 31, 2007.


          The Investment Review Committee for the International/Balanced/Fixed
Income Funds currently consists of four (4) Independent Trustees and one (1)
Trustee who is an "interested person," as defined in the 1940 Act. The following
Trustees serve as members of the Investment Review Committee for the
International/Balanced/Fixed Income Funds: Mses. Baldwin and Pressler and
Messrs. Boyer, Kenny, Mathews and Vincent. Mr. Boyer serves as Chairperson of
the Investment Review Committee for the International/Balanced/Fixed Income
Funds.

     Prior to May 10, 2007, the Investment Review Committee for the
International/Balanced/Fixed Income Funds consisted of four (4) Independent
Trustees. During the period prior to May 10, 2007, the following Trustees seved
as members of the Investment Review Committee for the
International/Balanced/Fixed Income Funds: Ms. Pressleer and Dr. Gitenstein and
Messrs. Kenny and Boyer. Mr. Boyer served as Chairperson of the Investment
Review Committee for the International/Balanced/Fixed Income Funds.


     The Investment Review Committee for the International/Balanced/Fixed Income
Funds held six (6) meetings during the fiscal year ended October 31, 2007.


     Contracts Committee. The Board has established a Contracts Committee for
the purpose of overseeing the annual renewal process relating to investment
advisory and sub-advisory agreements and, at the discretion of the Board, other
agreements or plans involving the ING Funds. The responsibilities of the
Contracts Committee, among other things, include: (1) identifying the scope and
format of information to be provided by services providers in connection with
applicable renewals; (2) providing guidance to independent legal counsel
regarding specific information requests to be made by such counsel on behalf of
the Trustees; (3) evaluating regulatory and other developments that might have
an impact on applicable review and renewal processes; (4) reporting to the
Trustees its recommendations and decisions regarding the foregoing matters; (5)
assisting in the preparation of a written record of the factors considered by
Trustees relating to the approval and renewal of advisory and sub-advisory
agreements; and (6) recommending to the Trustees specific steps to be taken by
them regarding the renewal process, including, for example, proposed schedules
of meetings by the Trustees. The Contracts Committee is not responsible for
making substantive recommendations whether to approve, renew, reject or modify
agreements or plans.


          The Contracts Committee currently consists of five (5) Independent
Trustees: Mses. Chadwick and Pressler and Messrs. Boyer, Putnam and Vincent. Ms.
Pressler serves as Chairperson of the Contracts Committee. The Contracts
Committee held five (5) meetings during the fiscal year ended October 31, 2007.


Trustee Ownership of Securities

          Share Ownership Policy

     In order to further align the interests of the Independent Trustees with
shareholders, it is the policy of the Board for Independent Trustees to own,
beneficially, shares of one or more funds in the ING Family of Funds at all
times ("Policy"). For this purpose, beneficial ownership of Fund shares includes
ownership of a variable annuity contract or a variable life insurance policy
whose proceeds are invested in a Fund.

          Under this Policy, the initial value of investments in the ING Family
of Funds that are beneficially owned by a Trustee must equal at least $50,000.
Existing Trustees shall have a reasonable amount of time

                                      107


from the date of adoption of this Policy in order to satisfy the foregoing
requirements. A new Trustee shall satisfy the foregoing requirements within a
reasonable amount of time of becoming a Trustee. A decline in the value of any
Fund investments will not cause a Trustee to have to make any additional
investments under this Policy.

                                      108


Set forth below is the dollar range of equity securities owned by each Trustee
as of December 31, 2007:


                                          Dollar Range of Equity Securities in each Fund as of December 31, 2007
                        ----------------------------------------------------------------------------------------------------------
                                      Disciplined                Emerging                                       Global    Global
                        Asia Pacific     Intl.       Emerging     Markets     European                 Global   Equity     Real
                         Real Estate    SmallCap    Countries      Fixed     Real Estate    Foreign     Bond   Dividend   Estate
Name of Trustee            Fund/1/      Fund/2/        Fund     Income Fund    Fund/1/        Fund      Fund     Fund      Fund
---------------------   ------------  -----------  -----------  -----------  -----------  -----------  ------  --------  --------
Independent Trustees
Colleen D. Baldwin/3/        N/A          N/A          N/A          N/A          N/A         N/A        N/A       N/A       N/A
John V. Boyer                N/A         None       $1-$10,000     None          N/A         None       None     None       $1 -
                                                                                                                          $10,000
Patricia W. Chadwick         N/A         None          None        None          N/A       $50,000 -    None     None       None
                                                                                           $100,000
Peter S. Drotch/3/           N/A          N/A          N/A          N/A          N/A         N/A        N/A       N/A       N/A
J. Michael Earley            N/A         None          None        None          N/A         None       None     None       None
Patrick W. Kenny             N/A         None          None        None          N/A         None       None     None    $10,000 -
                                                                                                                          $50,000
Sheryl K. Pressler           N/A         None       $50,000 -      None          N/A         None       None     None       None
                                                   $100,000/4/
David W. C. Putnam           N/A         None          None        None          N/A         None       None     None       None
Roger B. Vincent             N/A         None          None        None          N/A         Over       None     None       None
                                                                                          $100,000/4/
Trustee who is an
"Interested Person"
Robert W. Crispin/3/         N/A         None          None        None          N/A         None       None     None       None
Shaun P. Mathews/3/          N/A         None          $1 -        None          N/A         None       None     None       None
                                                    $10,000/4/

                         Aggregate Dollar
                         Range of Equity
                        Securities in all
                            Registered
                            Investment
                            Companies
                           Overseen by
                        Trustee in Family
                                of
                            Investment
   Name of Trustee          Companies
---------------------   ------------------
Independent Trustees
Colleen D. Baldwin/3/         N/A
John V. Boyer           $50,000 - $100,000
Patricia W. Chadwick      Over $100,000
Peter S. Drotch/3/            N/A
J. Michael Earley         Over $100,000
Patrick W. Kenny        $10,000 - $50,000
                         Over $100,000/4/
Sheryl K. Pressler       Over $100,000/4/
David W. C. Putnam       Over $100,000/5/
Roger B. Vincent          Over $100,000
                         Over $100,000/4/
Trustee who is an
"Interested Person"
Robert W. Crispin/3/     Over $100,000/4/
Shaun P. Mathews/3/      Over $100,000/4/


                                       109



                                  Dollar Range of Equity Securities in each Fund as of December 31, 2007
                        ------------------------------------------------------------------------------------------
                                                                     International   International   International
                                                       Index Plus       Capital         Growth           Equity
                        Global Value     Greater     International   Appreciation    Opportunities      Dividend
Name of Trustee          Choice Fund    China Fund    Equity Fund        Fund            Fund           Fund/5/
---------------------   ------------   -----------   -------------   -------------   -------------   -------------
Independent Trustees
Colleen D. Baldwin/3/        N/A           N/A            N/A             N/A             N/A             N/A
John V. Boyer               None          None            None         $10,000 -        $10,000           None
                                                                        $50,000        - $50,000
Patricia W. Chadwick        None          None            None           None            None             None
Peter S. Drotch/3/           N/A           N/A            N/A             N/A             N/A             N/A
J. Michael Earley           None          None            None           None            None             None
Patrick W. Kenny            None          None            None           None            None             None
Sheryl K. Pressler          None        $10,000 -      $50,000 -         None          $10,000 -          None
                                       $50,000 /4/    $100,000/4/                     $50,000/4/
David W. C. Putnam          None          None            None           None            None             None
Roger B. Vincent            None          None            None           None            None             None
Trustee who is an
"Interested Person"
Robert W. Crispin/3/        Over          None            None           None          $50,000 -          None
                         $100,000/4/                                                  $100,000/4/
Shaun P. Mathews/3/         None          None            None           None            None             None

                        Aggregate Dollar Range of Equity
                          Securities in all Registered
                                   Investment
                        Companies Overseen by Trustee in
   Name of Trustee       Family of Investment Companies
---------------------   --------------------------------
Independent Trustees
Colleen D. Baldwin/3/                 N/A
John V. Boyer                  $50,000 - $100,000
Patricia W. Chadwick             Over $100,000
Peter S. Drotch/3/                    N/A
J. Michael Earley                Over $100,000
Patrick W. Kenny               $10,000 - $50,000
                                Over $100,000/4/
Sheryl K. Pressler              Over $100,000/4/
David W. C. Putnam              Over $100,000
Roger B. Vincent                 Over $100,000
                                Over $100,000/4/
Trustee who is an
"Interested Person"
Robert W. Crispin/3/            Over $100,000/4/
Shaun P. Mathews/3/             Over $100,000/4/


                                       110



                                        Dollar Range of Equity Securities in each Fund as of December 31, 2007
                        -------------------------------------------------------------------------------------------------------
                                        International                   International   International     Global
                        International     SmallCap                           Value           Value        Natural
                        Real Estate        Multi-       International       Choice      Opportunities   Resources
   Name of Trustee          Fund        Manager Fund     Value Fund          Fund           Fund/6/        Fund     Russia Fund
---------------------   -------------   -------------   -------------   -------------   -------------   ---------   -----------
Independent Trustees
Colleen D. Baldwin/3/       N/A              N/A             N/A           N/A               N/A           N/A          N/A
John V. Boyer               None            None            None           None              None          None      $10,000 -
                                                                                                                      $50,000
Patricia W. Chadwick        None            None            None           None              None          None         None
Peter S. Drotch/3/          N/A              N/A             N/A           N/A               N/A           N/A          N/A
J. Michael Earley           None            None            None           None              None          None         None
Patrick W. Kenny            None            None            None           None              None          None      $50,000 -
                                                                                                                    $100,000/4/
Sheryl K. Pressler          None            None            None           None              None          None         None
David W. C. Putnam          None            None            None           None              None          None         None
Roger B. Vincent            None            None            None           None              None          None         None
Trustee who is an
"Interested Person"
Robert W. Crispin/3/        None            None            None           None              None          None         None
Shaun P. Mathews/3/         None            None            Over           None              None          None         None
                                                         $100,000/4/

                          Aggregate Dollar Range of
                           Equity Securities in all
                            Registered Investment
                        Companies Overseen by Trustee
                           in Family of Investment
   Name of Trustee                Companies
---------------------   -----------------------------
Independent Trustees
Colleen D. Baldwin/3/                N/A
John V. Boyer                 $50,000 - $100,000
Patricia W. Chadwick            Over $100,000
Peter S. Drotch/3/                   N/A
J. Michael Earley               Over $100,000
Patrick W. Kenny              $10,000 - $50,000
                               Over $100,000/4/
Sheryl K. Pressler             Over $100,000/4/
David W. C. Putnam             Over $100,000/5/
Roger B. Vincent                Over $100,000
                               Over $100,000/4/
Trustee who is an
"Interested Person"
Robert W. Crispin/3/           Over $100,000/4/
Shaun P. Mathews/3/            Over $100,000/4/


----------------
/1/  Asia-Pacific Real Estate Fund and European Real Estate Fund each commenced
     operations on November 1, 2007.

/2/  Disciplined International SmallCap Fund commenced operations on December
     20, 2006.

/3/  Ms. Baldwin and Messrs. Drotch, Crispin and Mathews each commenced services
     as Trustee of ING Mutual Funds on November 28, 2007. Ms. Baldwin and
     Messrs. Drotch, Crispin and Mathews each commenced services as Trustee of
     ING Mayflower Trust on December 17, 2007.


/4/  Held in a deferred compensation account.

/5/  International Equity Dividend Fund commenced operations on June 28, 2007.


                                      111



/6/  International Value Opportunities Fund commenced operations on February 28,
     2007.


                                      112


Independent Trustee Ownership of Securities -

     Set forth in the table below is information regarding each Independent
Trustee's (and his or her immediate family members) share ownership in
securities of the Funds' adviser or principal underwriter, and the ownership of
securities in an entity controlling, controlled by or under common control with
the adviser or principal underwriter of the Funds (not including registered
investment companies) as of December 31, 2007.


                           Name of Owners and
Name of Trustee         Relationship to Trustee   Company   Title of Class   Value of Securities   Percentage of Class
---------------------   -----------------------   -------   --------------   -------------------   -------------------
Colleen D. Baldwin/1/             N/A               N/A          N/A                  0                    N/A
John V. Boyer                     N/A               N/A          N/A                  0                    N/A
Patricia W. Chadwick              N/A               N/A          N/A                  0                    N/A
Peter S. Drotch/1/                N/A               N/A          N/A                  0                    N/A
J. Michael Earley                 N/A               N/A          N/A                  0                    N/A
Patrick W. Kenny                  N/A               N/A          N/A                  0                    N/A
Sheryl K. Pressler                N/A               N/A          N/A                  0                    N/A
David W. C. Putnam                N/A               N/A          N/A                  0                    N/A
Roger B. Vincent                  N/A               N/A          N/A                  0                    N/A


----------

(1)  Ms. Baldwin and Mr. Drotch each commenced services as Trustee of ING Mutual
     Funds on November 28, 2007. Ms. Baldwin and Mr. Drotch each commenced
     services as Trustee of ING Mayflower Trust on December 17, 2007.


                                      113


Compensation of Trustees

     A new compensation policy went into effect July 1, 2007. Pursuant to this
policy, each Trustee is reimbursed for expenses incurred in connection with each
meeting of the Board or any Committee attended. Further, each Independent
Trustee is compensated for his or her services, on a quarterly basis, according
to a fee schedule adopted by the Board. The fee schedule consists of an annual
retainer, and does not include additional compensation for attendance at regular
or special Board and Committee meetings. Further, Committee Chairpersons receive
an additional annual retainer for their services in that capacity.

     Each Fund pays to each Trustee who is not an interested person of the Funds
a pro rata share of an annual retainer of $200,000. Each Fund also pays a pro
rata portion of the following fees: (i) Mr. Vincent, as Chairperson of the
Board, receives an additional annual retainer of $75,000; (ii) Mses. Chadwick
and Pressler and Messrs. Earley, Boyer(1), Kenny and Vincent, as Chairpersons of
Committees of the Board, each receives an additional annual retainer of $40,000,
$60,000, $30,000, $50,000 and $30,000, respectively; and (iii) the Trustees'
out-of-pocket expenses for attendance at Board meetings. The pro rata share paid
by each Fund is based on the Fund's average net assets, computed as a percentage
of the average net assets of all the funds managed by the Adviser paid by each
Fund or its affiliate, Directed Services, LLC, for which the Trustees serve in
common as Trustees.

     Prior to July 1, 2007, each Trustee was reimbursed for expenses incurred in
connection with each meeting of the Board or any Committee attended. Each
Independent Trustee was compensated for his or her services according to a fee
schedule adopted by the Board, and received a fee that consisted of an annual
retainer and a meeting fee component.(1)

     The Funds paid each Trustee who was not an interested person a pro rata
share, as described below, of (i) an annual retainer of $45,000 (Mses. Chadwick
and Pressler and Messrs. Earley, Boyer, Kenny, Vincent and Dr. Gitenstein /2/,
as Chairpersons of committees of the Board, each received an additional annual
retainer /2/ of $10,000, $15,000, $20,000, $20,000, $10,000, $20,000 and
$10,000, respectively. Mr. Patton, as Chairperson of the Board, received an
additional annual retainer of $30,000); (ii) $7,000 for each in person meeting
of the Board (Mr. Patton, as Chairperson of the Board, received an additional
$1,000 for each Board meeting); (iii) $3,000 per attendance of any Committee
meeting (Chairpersons of Committees of the Board received an additional $1,000
for each Committee meeting); (iv) $2,000 per special telephonic meeting; and (v)
out-of-pocket expenses. The pro rata share paid by each Fund is based on each
Fund's average net assets as a percentage of the average net assets of all the
funds managed by the Investment Adviser or its affiliate, Directed Services,
LLC, for which the Trustees serve in common as Trustees.

     The following table sets forth information provided by the Funds' adviser
regarding compensation of Trustees by each Fund (except Asia-Pacific Real Estate
Fund and European Real Estate Fund) and other funds managed by ING Investments,
LLC and its affiliates for the fiscal year ended October 31, 2007. For
Asia-Pacific Real Estate Fund and European Real Estate Fund, the following table
sets forth information provided by the Fund's adviser regarding the estimated
future compensation of Trustees by the Fund and other funds managed by ING
Investments, LLC and its affiliates for the fiscal year ended October 31, 2008.
Officers of the Trust and Trustees who are interested persons of the Trust do
not receive any compensation from the Funds or any other funds managed by ING
Investments, LLC or its affiliates.

/1/  Mr. Boyer receives an annual retainer of $40,000 for his services as the
     Chairperson of the Investment Review Committee -
     International/Balanced/Fixed Income, and he may receive up to $10,000 for
     his services as the Chairperson of the Nominating and Governance Committee.
     The $2,500 retainer payable to Mr. Boyer each quarter for his services to
     the Nominating and Governance Committee is paid only if the Committee has
     been active for that quarter. If the Nominating and Governance Committee
     has been active during all four quarters in a given year, the Chairperson
     will receive the full annual retainer of $10,000.

/2/  The Chairperson for the Nominating and Governance Committee was paid on a
     quarterly basis and only if the Nominating and Governance Committee had
     been active for that quarter. The compensation payable each quarter to the
     Chairperson was $2,500; if the Nominating and Governance Committee had been
     active for all four quarters, the Chairperson would receive the full annual
     retainer of $10,000.

                                      114


                               Compensation Table


                                                         Aggregate Compensation From Fund
                          ----------------------------------------------------------------------------------------------



                            Asia-                         Emerging
                           Pacific     Disc.              Markets                                Global   Global  Global
    Name of                 Real       Intl    Emerging    Fixed    Euro Real           Global   Equity    Real    Value
Person, Position          Estate/4/  SmallCap  Countries   Income   Estate/4/  Foreign  Bond    Dividend  Estate  Choice
------------------------  ---------  --------  ---------  --------  ---------  -------  ------  --------  ------  ------
Colleen D. Baldwin/5/
Trustee                     $127       $268      $260       $194       $127     $561     $24      $330    $1,208   $105

John V. Boyer               $319       $357      $671       $290       $319    $1,481    $69      $829    $2,863   $296
Trustee

Patricia W. Chadwick
Trustee                     $228       $340      $581       $271       $228    $1,280    $59      $719    $2,497   $254

Robert W. Crispin/5,6/
Trustee                      N/A        N/A       N/A        N/A       N/A       N/A     N/A       N/A      N/A     N/A

Peter S. Drotch/5/
Trustee                      $26        $75       $55        $52       $26      $117     $5        $68     $248     $22

J. Michael Earley
Trustee                     $252       $340      $637       $277       $252    $1,406    $65      $788    $2,729   $281

R. Barbara Gitenstein/7/
Trustee                     $248       $845      $942       $619       $248    $2,047    $92     $1,165   $4,112   $395

Patrick W. Kenny(8)
Trustee                     $283       $338      $608       $274       $283    $1,342    $62      $752    $2,600   $267

Shaun P. Mathews/5,6/
Trustee                      N/A        N/A       N/A        N/A       N/A       N/A     N/A       N/A      N/A     N/A

Walter H. May/9/
Trustee                      N/A        $49      $917       $107       N/A     $2,028    $99     $1,049   $3,244   $425

Jock Patton/10/
Trustee                      N/A       $439     $1,252      $420       N/A     $2,790   $122     $1,614   $5,814   $550

Sheryl K. Pressler/8/
Trustee                     $247       $368      $643       $294       $247    $1,418    $65      $798    $2,782   $281

David W.C. Putnam
Trustee                     $218       $293      $542       $238       $218    $1,196    $55      $670    $2,322   $238

John G. Turner/6,11/
Trustee                      N/A        N/A       N/A        N/A       N/A       N/A     N/A       N/A      N/A     N/A

Roger Vincent/8/
Trustee                     $336       $386      $664       $309       $336    $1,464    $68      $820    $2,832   $292



                          Pension or
                          Retirement                    Total Compensation
                           Benefits      Estimated              From
                           Accrued         Annual            Registrant
                          As Part of      Benefits            and Fund
    Name of                 Fund           Upon             Complex Paid
Person, Position          Expenses    Retirement /1/    to Trustees /2 3/
------------------------  ----------  ---------------   ------------------
Colleen D. Baldwin/5/
Trustee                       N/A          N/A                $79,552

John V. Boyer                 N/A          N/A                $220,651
Trustee

Patricia W. Chadwick
Trustee                       N/A          N/A                $189,849
Robert W. Crispin/5,6/
Trustee                       N/A          N/A                  N/A

Peter S. Drotch/5/
Trustee                       N/A          N/A                $16,483

J. Michael Earley
Trustee                       N/A          N/A                $209,250

R. Barbara Gitenstein/7/
Trustee                       N/A          N/A                $297,693

Patrick W. Kenny/8/
Trustee                       N/A          N/A                $199,312

Shaun P. Mathews/5,6/
Trustee                       N/A          N/A                  N/A

Walter H. May/9/
Trustee                       N/A          N/A                $315,750

Jock Patton/10/
Trustee                       N/A          N/A                $409,250

Sheryl K. Pressler/8/
Trustee                       N/A          N/A                $210,250

David W.C. Putnam
Trustee                       N/A          N/A                $177,750

John G. Turner/6,11/
Trustee                       N/A          N/A                  N/A

Roger Vincent/8/
Trustee                       N/A          N/A                $217,500


                                       115



                                              Aggregate Compensation From Fund
                          -------------------------------------------------------------------------
                                   Index    Intl.    Intl.   Intl.      Intl.
     Name of              Greater   Plus   Equity   Growth   Real      Capital      Intl.     Intl
Person, Position           China   Intl.  Dividend    Opp   Estate  Appreciation  SmallCap   Value
------------------------  -------  -----  --------  ------  ------  ------------  --------  -------
Colleen D. Baldwin/5/        $52    $92      $20     $114    $368       $103        $899    $4,608
Trustee

John V. Boyer               $123    $265     $25     $336    $735       $224       $2,140   $13,309
Trustee

Patricia W. Chadwick
Trustee                     $107    $227     $24     $288    $654       $198       $1,870   $11,408

Robert W. Crispin/5,6/
Trustee                      N/A    N/A      N/A     N/A      N/A        N/A         N/A      N/A

Peter S. Drotch/5/
Trustee                      $12    $19       $7     $23      $81        $22        $191     $923

J. Michael Earley
Trustee                     $116    $251     $23     $318    $702       $214       $2,039   $12,625

R. Barbara Gitenstein/7/
Trustee                     $186    $351     $69     $440   $1,187      $346       $3,124   $17,425

Patrick W. Kenny/8/
Trustee                     $110    $238     $23     $303    $674       $206       $1,952   $12,009

Shaun P. Mathews/5,6/
Trustee                      N/A    N/A      N/A     N/A      N/A        N/A         N/A      N/A

Walter H. May/9/
Trustee                     $161    $392      $0     $525    $581       $225       $2,488   $19,855

Jock Patton/10/
Trustee                     $207    $489      $0     $614   $1,476      $437       $4,151   $25,157

Sheryl K. Pressler/8/
Trustee                     $119    $252     $26     $318    $727       $218       $2,069   $12,640

David W.C. Putnam
Trustee                      $99    $213     $20     $270    $599       $182       $1,734   $10,719

John G. Turner/6,11/
Trustee                      N/A    N/A      N/A     N/A      N/A        N/A         N/A      N/A

Roger Vincent/8/
Trustee                     $122    $260     $27     $330    $739       $225       $2,133   $13,073



                          Pension or
                          Retirement                     Total Compensation
                           Benefits      Estimated               From
                           Accrued         Annual             Registrant
                          As Part of      Benefits             and Fund
     Name of                 Fund           Upon              Complex Paid
Person, Position           Expenses   Retirement /(1)/  to Trustees /(2)(3)/
------------------------  ----------  ----------------  --------------------
Colleen D. Baldwin/5/         N/A            N/A              $79,552
Trustee

John V. Boyer                 N/A            N/A              $220,651
Trustee

Patricia W. Chadwick
Trustee                       N/A            N/A              $189,849

Robert W. Crispin/5,6/
Trustee                       N/A            N/A                N/A

Peter S. Drotch/5/
Trustee                       N/A            N/A              $16,483

J. Michael Earley
Trustee                       N/A            N/A              $209,250

R. Barbara Gitenstein/7/
Trustee                       N/A            N/A              $297,693

Patrick W. Kenny/8/
Trustee                       N/A            N/A              $199,312

Shaun P. Mathews/5,6/
Trustee                       N/A            N/A                N/A

Walter H. May/9/
Trustee                       N/A            N/A              $315,750

Jock Patton/10/
Trustee                       N/A            N/A              $409,250

Sheryl K. Pressler/8/
Trustee                       N/A            N/A              $210,250

David W.C. Putnam
Trustee                       N/A            N/A              $177,750

John G. Turner/6,11/
Trustee                       N/A            N/A                N/A

Roger Vincent/8/
Trustee                       N/A            N/A              $217,500


                                       116




                                              Aggregate Compensation From Fund
                          ------------------------------------------------------------------------------------------
                                                                  Pension or
                                                                  Retirement                     Total Compensation
                                                                   Benefits      Estimated               From
                                                                   Accrued         Annual             Registrant
                           Intl.                 Global           As Part of      Benefits             and Fund
Name of                    Value   Intl Value   Natural              Fund           Upon              Complex Paid
Person, Position          Choice    Opp. Fund  Resources  Russia   Expenses   Retirement /(1)/  to Trustees /(2)(3)/
------------------------  ------   ----------  ---------  ------  ----------  ----------------  --------------------
Colleen D. Baldwin/5/
Trustee                     $85         $9       $120      $692        N/A           N/A                $79,552

John V. Boyer
Trustee                    $219        $17       $329     $2,122       N/A           N/A                $220,651

Patricia W. Chadwick
Trustee                    $190        $15       $284     $1,806       N/A           N/A                $189,849

Robert W. Crispin/5,6/
Trustee                     N/A        N/A        N/A      N/A         N/A           N/A                  N/A

Peter S. Drotch/5/
Trustee                     $16         $2        $25      $142        N/A           N/A                $16,483

J. Michael Earley
Trustee                    $210        $16       $313     $2,002       N/A           N/A                $209,250

R. Barbara Gitenstein/7/
Trustee                    $295        $27       $448     $2,731       N/A           N/A                $297,693

Patrick W. Kenny/8/
Trustee                    $200        $15       $298     $1,895       N/A           N/A                $199,312

Shaun P. Mathews/5,6/
Trustee                     N/A        N/A        N/A      N/A         N/A           N/A                  N/A

Walter H. May/9/
Trustee                    $273         $0       $458     $3,402       N/A           N/A                $315,750

Jock Patton/10/
Trustee                    $468        $38       $607     $3,779       N/A           N/A                $409,250

Sheryl K. Pressler/8/
Trustee                    $211        $17       $313     $2,010       N/A           N/A                $210,250

David W.C. Putnam
Trustee                    $178        $14       $265     $1,702       N/A           N/A                $177,750

John G. Turner/6,11/
Trustee                     N/A        N/A        N/A      N/A         N/A           N/A                  N/A

Roger Vincent/8/
Trustee                    $217        $17       $326     $2,068       N/A           N/A                $217,500


                                       117


/1/  The Funds have adopted a retirement policy under which a Trustee who has
     served as an Independent Trustee for five years or more will be paid by the
     ING Funds at the time of his or her retirement an amount equal to twice the
     compensation normally paid to the Independent Trustee for one year of
     service.

/2/  Trustee compensation includes compensation paid by funds that are not
     discussed in the Prospectuses or SAI.


/3/  Represents compensation from 181 funds (total in complex as of October 31,
     2007).


/4/  Asia-Pacific Real Estate Fund and European Real Estate Fund commenced
     operations on November 1, 2007, therefore, the Funds did not pay any
     compensation to any Trustees during the fiscal year ended October 31, 2007.
     The compensation presented is estimated for the fiscal year ended October
     31, 2008.


/5/  Ms. Baldwin and Messrs. Crispin, Drotch and Mathews each commenced services
     as Trustees of ING Mutual Funds November 28, 2007 and ING Mayflower Trust
     on December 17, 2007. From May 9, 2007 through November 28, 2007 and
     December 17, 2007 for ING Mutual Funds and ING Mayflower Trust,
     respectively, Ms. Baldwin was a non-voting Board consultant. From September
     1, 2007 through November 28, 2007 and December 17, 2007 for ING Mutual
     Funds and ING Mayflower Trust, respectively, Mr. Drotch was a non-voting
     Board Consultant. Compensation paid to Ms. Baldwin and Mr. Drotch
     represents payment received for service as a non-voting Board consultant.


/6/  "Interested person," as defined in the 1940 Act, of the Trust because of
     the affiliation with ING Groep, N.V., the parent corporation of the Adviser
     and the Distributor. Officers and Trustees who are interested persons do
     not receive any compensation from the Funds.

/7/  Retired from the Board effective September 10, 2007.


/8/  During the fiscal year ended October 31, 2007, Patrick Kenny, Sheryl
     Pressler and Roger Vincent deferred $53,688, $105,650 and $55,975 of their
     compensation, respectively from the Fund Complex.

/9/  Retired from the Board effective January 11, 2007.

/10/ Resigned from the Board effective June 30, 2007.

/11/ Retired from the Board effective October 25, 2007.


                                       118


                                 CODE OF ETHICS


     The Funds, the adviser, the sub-advisers and the Distributor have adopted a
code of ethics ("Code of Ethics" or written supervisory procedures) governing
personal trading activities of all Trustees, officers of the Funds and persons
who, in connection with their regular functions, play a role in the
recommendation of any purchase or sale of a security by each Fund or obtain
information pertaining to such purchase or sale. The Code of Ethics is intended
to prohibit fraud against the Funds that may arise from personal trading of
securities that may be purchased or held by the Funds or the Funds' shares. The
Code of Ethics also prohibits short-term trading of each Fund by persons subject
to the Code of Ethics. Personal trading is permitted by such persons subject to
certain restrictions. However, such persons are generally required to pre-clear
all security transactions with the Funds' Compliance Department and to report
all transactions on a regular basis. The sub-advisers have each adopted their
own Codes of Ethics to govern the personal trading activities of their
personnel.


                             PROXY VOTING PROCEDURES


     The Board has adopted proxy voting procedures and guidelines to govern the
voting of proxies relating to the Funds' portfolio securities. The proxy voting
procedures delegate to the adviser the authority to vote proxies relating to
portfolio securities, and provide a method for responding to potential conflicts
of interest. In delegating voting authority to the adviser, the Board has also
approved the adviser's proxy voting procedures, which require the adviser to
vote proxies in accordance with the Funds' proxy voting procedures and
guidelines. An independent proxy voting service has been retained to assist in
the voting of Fund proxies through the provision of vote analysis,
implementation and recordkeeping and disclosure services. In addition, the a
Compliance Committee oversees the implementation of the Funds' proxy voting
procedures. A copy of the proxy voting procedures and guidelines of the Funds,
including procedures of the adviser, is attached hereto as Appendix A. No later
than August 31st of each year, information regarding how the Funds voted proxies
relating to portfolio securities for the one-year period ending June 30th is
Class and Record Ownership available through the ING Funds' website
(www.ingfunds.com) or by accessing the SEC's EDGAR database (www.sec.gov).


                   CONTROL PERSONS AND PRINCIPAL SHAREHOLDERS


     "Control" is defined by the 1940 Act as the beneficial ownership, either
directly or through one or more controlled companies, of more than 25% of the
voting securities of the Trust. A control person may be able to take actions
regarding a Fund without the consent or approval of shareholders. As of February
5, 2008, the Trustees and officers of each Trust as a group owned less than 1%
of any class of each Fund's outstanding shares. As of that date, to the
knowledge of management, no person owned beneficially or of record more than 5%
of the outstanding shares of any class of any of the Funds addressed herein,
except as set forth below. Unless otherwise indicated below, the Trusts have no
knowledge as to whether all or any portion of the shares owned of record are
also owned beneficially.



                                                                              Class and
                                                                                Record    Percentage   Percentage
         Fund                                Address                          Ownership    of Class     of Fund
-----------------------   -------------------------------------------------   ---------   ----------   ----------
                                       LPL Financial Services
    ING Disciplined                    9785 Towne Centre Dr.
International SmallCap                San Diego, CA 92121-1968                 Class A       12.87%       0.00%

                                    H&R Block Financial Advisors
    ING Disciplined                        Dime Building
International SmallCap            719 Griswold Street, Suite 1700              Class A        6.19%       0.00%
                                       Detroit, MI 48226-3318

                                    H&R Block Financial Advisors
    ING Disciplined                        Dime Building
International SmallCap            719 Griswold Street, Suite 1700              Class A        8.88%       0.00%
                                       Detroit, MI 48226-3318

    ING Disciplined                    LPL Financial Services
International SmallCap                 9785 Towne Centre Dr.                   Class A       43.88%       0.01%


                                       119



                                                                              Class and
                                                                                Record    Percentage   Percentage
         Fund                                Address                          Ownership    of Class     of Fund
-----------------------   -------------------------------------------------   ---------   ----------   ----------
                                      San Diego, CA 92121-1968

                               State Street Bank & Trust Company Cust
    ING Disciplined            Roth Combined IRA FBO Kent G. Krajick
International SmallCap                     29 Sylvan Ave.                      Class B        5.65%       0.00%
                                     Unionville, CT 06085-1138

                               State Street Bank & Trust Company Cust
                                      Non DFI Simple IRA Plan
    ING Disciplined                    FBO Steven C. Geshwilm                  Class B       93.80%       0.00%
International SmallCap                   707 Last Arrow Dr.
                                       Houston, TX 77079-4204

                                       LPL Financial Services
    ING Disciplined                    9785 Towne Centre Dr.                   Class C       19.37%       0.00%
International SmallCap                San Diego, CA 92121-1968

                               State Street Bank & Trust Company Cust
                                    Medical College of Wisconsin
    ING Disciplined                 403(B)(7) A/C Arthi Sanjeevi               Class C       58.94%       0.00%
International SmallCap                  10828 Pepperbush Ct
                                     Glenn Allen, VA 23060-6747

                               Marcin Adamczyk & Benedict Wong JTWROS
    ING Disciplined                 420 S. Clinton St., Apt. 418               Class C        8.62%       0.00%
International SmallCap                 Chicago, IL 60607-3809

                               State Street Bank & Trust Company Cust
                                         Roth Combined IRA
    ING Disciplined                     FBO Richard M. Homa                    Class C       12.82%       0.00%
International SmallCap                  8245 W. 111th Street
                                     Palos Hills, IL 60465-2253

                                  ING LifeStyle Moderate Portfolio
    ING Disciplined                     Attn. Carneen Stokes
International SmallCap              7337 E. Doubletree Ranch Rd.               Class I       10.01%       10.01%
                                     Scottsdale, AZ 85258-2034

                              ING LifeStyle Moderate Growth Portfolio
    ING Disciplined                     Attn. Carneen Stokes
International SmallCap              7337 E. Doubletree Ranch Rd.               Class I       27.90%       27.89%
                                     Scottsdale, AZ 85258-2034

                                   ING LifeStyle Growth Portfolio
    ING Disciplined                     Attn. Carneen Stokes
International SmallCap              7337 E. Doubletree Ranch Rd.               Class I       43.06%       43.05%
                                     Scottsdale, AZ 85258-2034

                                 ING LifeStyle Aggresive Portfolio
    ING Disciplined                     Attn. Carneen Stokes
International SmallCap              7337 E. Doubletree Ranch Rd.               Class I       19.03%       19.03%
                                     Scottsdale, AZ 85258-2034

                                   Citigroup Global Markets, Inc.
                                         Attn. Peter Booth
ING Emerging Countries             333 W. 34th Street, 7th Floor               Class A        8.96%        6.1%
                                      New York, NY 10001-2402

                            MLPF&S for the Sole Benefit of its Customers
                                     Attn. Fund Administration
ING Emerging Countries          4800 Deer Lake Drive East, 2nd Floor           Class A        9.38%       6.38%
                                    Jacksonville, FL 32246-6484

                                     Charles Schwab & Co. Inc.
ING Emerging Countries           101 Montgomery Street, 11th Floor             Class A        9.52%       6.47%
                                    San Francisco, CA 94104-4151

                                  AST Capital Trust Co. of DE TTEE
                                      FBO Patina Oil & Gas DC
ING Emerging Countries                      PO Box 52129                       Class A        5.80%       3.94%
                                       Phoenix, AZ 85072-2129

                                   Citigroup Global Markets, Inc.
                                         Attn. Peter Booth
ING Emerging Countries             333 W. 34th Street, 7th Floor               Class B       11.18%       0.62%


                                       120



                                                                              Class and
                                                                                Record    Percentage   Percentage
         Fund                                Address                          Ownership    of Class     of Fund
-----------------------   -------------------------------------------------   ---------   ----------   ----------
                                      New York, NY 10001-2402

                            MLPF&S for the Sole Benefit of the Customers
                                     Attn. Fund administration
ING Emerging Countries          4800 Deer Lake Drive East, 2nd Floor           Class B        8.14%       0.45%
                                    Jacksonville, FL 32246-6484

                                   Citigroup Global Markets, Inc.
ING Emerging Countries                   Attn. Peter Booth                     Class C       16.46%       3.28%
                                   333 W. 34th Street, 7th Floor
                                      New York, NY 10001-2402

                            MLPF&S for the Sole Benefit of its Customers
                                     Attn. Fund Administration
ING Emerging Countries          4800 Deer Lake Drive East, 2nd Floor           Class C       22.39%       4.47%
                                    Jacksonville, FL 32246-6484

                                     Charles Schwab & Co. Inc.
                                    Special Acct. FBO Customers
ING Emerging Countries                   Attn. Mutual Funds                    Class C        5.35%       1.07%
                                 101 Montgomery Street, 11th Floor
                                    San Francisco, CA 94104-4151

                                     Charles Schwab & Co. Inc.
ING Emerging Countries           101 Montgomery Street, 11th Floor             Class Q       15.14%       0.98%
                                    San Francisco, CA 94104-4151

                                  ING Life Insurance & Annuity Co.
                                    Attn. Valuation Unit - TN41
ING Emerging Countries                  151 Farmington Ave.                    Class Q       29.83%       1.93%
                                      Hartford, CT 06156-0001

                           Prudential Investment Management Services LLC
                                      FBO Mutual Fund Clients
ING Emerging Countries                  Attn. Pruchoice Unit                   Class Q       23.74%       1.54%
                                          194 Wood Ave. S
                                       Iselin, NJ 08830-2710

                                       LPL Financial Services
 ING Emerging Markets                 9785 Towne Centre Drive                  Class A        5.52%       0.10%
     Fixed Income                     San Diego, CA 92121-1968

                                            NFS LLC FEBO
                                     Ronald & Jeff Musgrove Tr.
 ING Emerging Markets                   Susan L Barroero Tr.
     Fixed Income                      Applied Fusion Inc. PS                  Class A        8.91%       0.16%
                                        1915 Republic Avenue
                                     San Leandro, CA 94577-4220

                                     Stifel Nicolaus & Co. Inc.
 ING Emerging Markets                     Gary Maisel IRA
     Fixed Income                         501 N. Broadway                      Class B        8.44%       0.01%
                                     Saint Louis, Mo 63102-2131

                                     Raymond James & Assoc Inc.
 ING Emerging Markets         FBO Louis J. Ball & Cathy S. Ball T-I-C
     Fixed Income                      314 E. Lindbergh Blvd.                  Class B       19.59%       0.02%
                                   Universal City, TX 78148-4521

                                     Raymond James & Assoc Inc.
                                    FBO Marilyn Toepperwein Ttee
 ING Emerging Markets            Marion & Merilyn Teopperwein Trust            Class B       34.01%       0.04%
     Fixed Income                     8326 Watchtower Street.
                                     San Antonio, TX 78254-2443

                                     Raymond James & Assoc Inc.
 ING Emerging Markets          FBO Robert E. Wexler & Kathleen M. Wexler
     Fixed Income                      JT/WROS 9607 Autumn Sound               Class B       18.60%       0.02%
                                       Boerne, TX 78006-5220

 ING Emerging Markets       MLPF&S for the Sole Benefit of its Customers
     Fixed Income                    Attn. Fund Administration                 Class C        7.40%       0.04%


                                       121



                                                                              Class and
                                                                                Record    Percentage   Percentage
         Fund                                Address                          Ownership    of Class     of Fund
-----------------------   -------------------------------------------------   ---------   ----------   ----------
                                4800 Deer Lake Drive East, 2nd Floor
                                    Jacksonville, FL 32246-6484

                                       LPL Financial Services
 ING Emerging Markets                 9785 Towne Centre Drive                  Class C        5.56%       0.03%
     Fixed Income                     San Diego, CA 92121-1968

                                            Pershing LLC
 ING Emerging Markets                       PO Box 2052                        Class C        6.80%       0.03%
     Fixed Income                    Jersey City, NJ 07303-2052

                                     Raymond James & Assoc Inc.
                                       FBO Paul Banasky TTEE
 ING Emerging Markets                 U/A DTD September 9,1993
     Fixed Income                       September Sun Trust                    Class C        5.99%       0.03%
                                          4564 39th Street
                                      San Diego, CA 92116-4633

                                  ING LifeStyle Moderate Portfolio
 ING Emerging Markets                   Attn. Carneen Stokes
     Fixed Income                   7337 E. Doubletree Ranch Rd.               Class I        23.4%       22.82%
                                     Scottsdale, AZ 85258-2034

                              ING LifeStyle Moderate Growth Portfolio
 ING Emerging Markets                   Attn. Carneen Stokes
     Fixed Income                   7337 E. Doubletree Ranch Rd.               Class I       39.13%       38.16%
                                     Scottsdale, AZ 85258-2034

                                   ING LifeStyle Growth Portfolio
 ING Emerging Markets                   Attn. Carneen Stokes
     Fixed Income                   7337 E. Doubletree Ranch Rd.               Class I       37.47%       36.55%
                                     Scottsdale, AZ 85258-2034

                                   Citigroup Global Markets, Inc.
                                         Attn. Peter Booth
      ING Foreign                  333 W. 34th Street, 7th Floor               Class A        8.90%       4.18%
                                      New York, NY 10001-2402

                            MLPF&S for the Sole Benefit of its Customers
                                     Attn. Fund Administration
      ING Foreign               4800 Deer Lake Drive East, 3rd Floor           Class A       25.30%       11.88%
                                    Jacksonville, FL 32246-6484

                                   Citigroup Global Markets, Inc.
                                         Attn. Peter Booth
      ING Foreign                  333 W. 34th Street, 7th Floor               Class B        7.96%       0.52%
                                      New York, NY 10001-2402

                            MLPF&S for the Sole Benefit of its Customers
                                     Attn. Fund Administration
      ING Foreign               4800 Deer Lake Drive East, 3rd Floor           Class B       20.28%       1.32%
                                    Jacksonville, FL 32246-6484

                                   Citigroup Global Markets, Inc.
                                         Attn. Peter Booth
      ING Foreign                  333 W. 34th Street, 7th Floor               Class C       15.13%       4.71%
                                      New York, NY 10001-2402

                            MLPF&S for the Sole Benefit of its Customers
                                     Attn. Fund Administration
      ING Foreign               4800 Deer Lake Drive East, 3rd Floor           Class C       32.13%       9.99%
                                    Jacksonville, FL 32246-6484

                                   ING Diversified International
                                        Attn. Carneen Stokes
      ING Foreign                   7337 E. Doubletree Ranch Rd.               Class I       98.52%       15.09%
                                     Scottsdale, AZ 85258-2034

                                     Fifth Third Bank Succttee
                                      FBO TR UA Leo Hawk Unit
      ING Foreign                           PO Box 3385                        Class Q       69.67%       0.08%
                                     Cincinnati, OH 45263-0001

                                       LPL Financial Services
      ING Foreign                      9785 Towne Centre Dr.                   Class Q        9.96%       0.01%


                                       122



                                                                              Class and
                                                                                Record    Percentage   Percentage
         Fund                                Address                          Ownership    of Class     of Fund
-----------------------   -------------------------------------------------   ---------   ----------   ----------
                                      San Diego, CA 92121-1968

                                       LPL Financial Services
      ING Foreign                      9785 Towne Centre Dr.                   Class Q        6.55%       0.01%
                                      San Diego, CA 92121-1968

                                  ING Life Insurance & Annuity Co.
    ING Global Bond                     151 Farmington Ave.                    Class A       49.57%       40.28%
                                      Hartford, CT 06156-0001

                                               MS&CO
                                       FBO E Taliaferro Jones
    ING Global Bond                      198 Churchill Ave.                    Class B        6.32%       0.15%
                                       Woodside, CA 9462-1103

                                            NFS LLC FEBO
                                       NFS/FMTC Rollover IRA
    ING Global Bond                       FBO G M Huntley                      Class B        8.17%       0.19%
                                           15 Lennon St.
                                     Providence, RI 02908-1913

                                        First Clearing, LLC
                                            Syed Hussain
    ING Global Bond                      1420 Wescott Drive                    Class B        5.49%       0.13%
                                       Raleigh, NC 27614-8732

                                            Pershing LLC
    ING Global Bond                         PO Box 2052                        Class B        9.44%       0.22%
                                     Jersey City, NJ 07303-2052

                            MLPF&S for the Sole Benefit of its Customers
                                  Attn. Fund Administration 98362
    ING Global Bond             4800 Deer Lake Drive East, 2nd Floor           Class C       13.05%       2.14%
                                    Jacksonville, FL 32246-6484

                                  ING Life Insurance & Annuity Co.
    ING Global Bond                     151 Farmington Ave.                    Class I       97.95%       0.00%
                                      Hartford, CT 06156-0001

                            MLPF&S for the Sole Benefit of its Customers
   ING Global Equity              Attn. Fund Administration 98362
       Dividend                 4800 Deer Lake Drive East, 2nd Floor           Class A       11.38%       5.43%
                                    Jacksonville, FL 32246-6484

                                   Citigroup Global Markets, Inc.
   ING Global Equity                     Attn. Peter Booth
       Dividend                    333 W. 34th Street, 7th Floor               Class B        5.44%       0.88%
                                      New York, NY 10001-2402

                            1773&S for the Sole Benefit of its Customers
   ING Global Equity              Attn. Fund Administration 98362
       Dividend                  4800 Deer Lake Dr. East 2nd Floor             Class B       18.46%       2.98%
                                    Jacksonville, FL 32246-6484

                                   Citigroup Global Markets, Inc.
   ING Global Equity                     Attn. Peter Booth
       Dividend                    333 W. 34th Street, 7th Floor               Class C        6.43%       2.32%
                                      New York, NY 10001-2402

                            MLPF&S for the Sole Benefit of its Customers
   ING Global Equity              Attn. Fund Administration 98362
       Dividend                 4800 Deer Lake Drive East, 2nd Floor           Class C       32.17%       11.63%
                                    Jacksonville, FL 32246-6484

                                  ING Life Insurance & Annuity Co.
   ING Global Equity                    151 Farmington Ave.                    Class I       98.05%       0.00%
       Dividend                       Hartford, CT 06156-0001

                                      Charles Schwab & Co. Inc
  ING Global Natural                   Att. Mutual Fun Dept.
       Resources                       101 Montgomery Street                   Class A       15.66%       15.66%
                                    San Francisco, CA 94104-4151

                          Florence Brule & Gerard G. Brule Jr. JT Ten Wros
  ING Global Natural                        PO Box 2154                        Class I       98.45%       0.00%
       Resources                     Woonsocket, RI 02895-0953


                                       123



                                                                              Class and
                                                                                Record    Percentage   Percentage
         Fund                                Address                          Ownership    of Class     of Fund
-----------------------   -------------------------------------------------   ---------   ----------   ----------
                            MLPF&S for the Sole Benefit of its Customers
                                     Attn. Fund Administration
ING Global Real Estate          4800 Deer Lake Drive East, 2nd Floor           Class A        8.87%       6.21%
                                    Jacksonville, FL 32246-6484

                                      Charles Schwab & Co. Inc
ING Global Real Estate           101 Montgomery Street, 11th Floor             Class A       11.75%       8.23%
                                    San Francisco, CA 94104-4151

                                   Citigroup Global Markets, Inc.
                                         Attn. Peter Booth
ING Global Real Estate             333 W. 34th Street, 7th Floor               Class B        7.61%       0.28%
                                      New York, NY 10001-2402

                            MLPF&S for the Sole Benefit of its Customers
                                     Attn. Fund Administration
ING Global Real Estate          4800 Deer Lake Drive East, 2nd Floor           Class B       11.17%       0.41%
                                    Jacksonville, FL 32246-6484

                                   Citigroup Global Markets, Inc.
                                         Attn. Peter Booth
ING Global Real Estate             333 W. 34th Street, 7th Floor               Class C       10.51%       2.05%
                                      New York, NY 10001-2402

                            MLPF&S for the Sole Benefit of its Customers
                                     Attn. Fund Administration
ING Global Real Estate          4800 Deer Lake Drive East, 2nd Floor           Class C       25.01%       4.89%
                                    Jacksonville, FL 32246-6484

                                   Citigroup Global Markets, Inc.
                                         Attn. Peter Booth
ING Global Real Estate             333 W. 34th Street, 7th Floor               Class I        5.97%       0.40%
                                      New York, NY 10001-2402

                                      Charles Schwab & Co. Inc
ING Global Real Estate           101 Montgomery Street, 11th Floor             Class I        6.21%       0.42%
                                    San Francisco, CA 94104-4151

                                        Wells Fargo Bank NA
                              FBO WF ADV Wealthbuilder Growth Balance
ING Global Real Estate                      PO Box 1533                        Class I       14.11%       0.95%
                                     Minneapolis, MN 55480-1533

                                  Greenleaf Trust - Main Office 1
ING Global Real Estate            100 W. Michigan Ave., Suite 100              Class I        6.44%       0.43%
                                      Kalamazo, MI 49007-3928

                                  Greenleaf Trust Cash Reinvest 3
ING Global Real Estate             100 W. Michigan Ave., Suite 100             Class I        9.06%       0.61%
                                      Kalamazo, MI 49007-3928

                                        SEI Private Trust Co
ING Global Real Estate           C/O TIAA-CREF 1 Freedom Valley Dr.            Class I        7.77%       0.52%
                                           Oaks, PA 19456

                                           VA Capital LLC
                                          Attn. Mark Bugge
ING Global Real Estate               3133 Orchard Vista Dr. SE                 Class I        9.03%       0.61%
                                    Grand Rapids, MI 49546-7033

                            MLPF&S for the Sole Benefit of the Customers
                                     Attn. Fund Administration
ING Global Value Choice         4800 Deer Lake Drive East, 2nd Floor           Class A       29.62%       14.42%
                                    Jacksonville, FL 32246-6484

                           Prudential Investment Management Services LLC
                                      FBO Mutual Fund Clients
ING Global Value Choice                 Attn. Pruchoice Unit                   Class A       11.72%       5.71%
                                          194 Wood Ave. S
                                       Iselin, NJ 08830-2710

                                   Citigroup Global Markets, Inc.
ING Global Value Choice                  Attn. Peter Booth                     Class B        9.57%       1.26%
                                   333 W. 34th Street, 7th Floor


                                       124



                                                                              Class and
                                                                                Record    Percentage   Percentage
         Fund                                Address                          Ownership    of Class     of Fund
-----------------------   -------------------------------------------------   ---------   ----------   ----------
                                      New York, NY 10001-2402

                            MLPF&S for the Sole Benefit of the Customers
                                     Attn. Fund Administration
ING Global Value Choice         4800 Deer Lake Drive East, 2nd Floor           Class B       14.71%       1.94%
                                    Jacksonville, FL 32246-6484

                                   Citigroup Global Markets, Inc.
                                         Attn. Peter Booth
ING Global Value Choice            333 W. 34th Street, 7th Floor               Class C        7.02%       2.13%
                                      New York, NY 10001-2402

                            MLPF&S for the Sole Benefit of the Customers
                                     Attn. Fund Administration
ING Global Value Choice         4800 Deer Lake Drive East, 2nd Floor           Class C       48.30%       14.67%
                                    Jacksonville, FL 32246-6484

                                    Reliance Trust Company Cust
                            FBO ING Americas Deferred Comp Savings Plan
ING Global Value Choice               PO Box 48529, Suite 200                  Class I       99.94%       6.09%
                                       Atlanta, GA 30362-1529

                                      Charles Schwab & Co Inc.
ING Global Value Choice          101 Montgomery Street, 11th Floor             Class Q       13.14%       0.22%
                                    San Francisco, CA 94104-4151

                               Equitable Life For Separate Account 65
                             On Behalf of Various Expediter 401K Plans
ING Global Value Choice                  200 Plaza Dr. HM-2                    Class Q       10.26%       0.17%
                                        Attention Ken Butka
                                      Secaucus, NJ 07094-3607

                                       Union Bank TR Nominee
ING Global Value Choice                FBO Unisource Omnibus                   Class Q       13.46%       0.23%
                                            PO Box 85484
                                      San Diego, CA 92186-5484

                                  ING Life Insurance & Annuity Co
   ING Greater China                    151 Farmington Ave.                    Class A       20.76%       16.51%
                                      Hartford, CT 06156-0001

                            MLPF&S for the Sole Benefit of its Customers
                                  Attn. Fund Administration 98362
   ING Greater China            4800 Deer Lake Drive East, 2nd Floor           Class B        9.15%       0.77%
                                    Jacksonville, FL 32246-6484

                                          Robert Sauls Tr
   ING Greater China             Robert Sauls & Marian Sauls Trust             Class B        5.96%       0.49%
                                        2613 Manhasset Cir.
                                       Modesto, CA 95355-4608

                            MLPF&S for the Sole Benefit of its Customers
                                  Attn. Fund Administration 97PA6
   ING Greater China            4800 Deer Lake Drive East, 2nd Floor           Class C       11.58%       1.39%
                                    Jacksonville, FL 32246-6484

                                         Jeffrey Young Cust
                                        Ryan Alexander Young
   ING Greater China                    Florida Gift Min Act                   Class I        7.64%       0.00%
                                          23331 Water Cir.
                                     Boca Raton, FL 33486-8540

                                    Zenaida Isabel Espinosa Cust
                                          Isabella C. Young
   ING Greater China                 Unif Transfer Min Act. FL                 Class I       14.99%       0.01%
                                    7525 NW 61st Ter, Apt. 2504
                                      Parkland, FL 33067-2421

                                State Street Bank and Trust Co. Cust
                                      SEP A/C Jeffrey R. Young
   ING Greater China                      23331 Water Cir.                     Class I       43.59%       0.03%
                                     Boca Raton, FL 33486-8540


                                       125



                                                                              Class and
                                                                                Record    Percentage   Percentage
         Fund                                Address                          Ownership    of Class     of Fund
-----------------------   -------------------------------------------------   ---------   ----------   ----------
                                        ING Investments LLC
                                      ING Funds Unified Board
                                      Deferred Comp Plan (SP)
   ING Greater China                    Attn. Robyn Ichilov                    Class I       31.91%       0.02%
                                    7337 E. Doubletree Ranch Rd
                                     Scottsdale, AZ 85258-2034

                                         ING National Trust
    ING Index Plus                    151 Farmington Ave. #41                  Class A       45.27%       6.23%
 International Equity                 Hartford, CT 06156-0001

                                   Citigroup Global Markets, Inc.
    ING Index Plus                       Attn. Peter Booth
 International Equity              333 W. 34th Street, 7th Floor               Class B        5.09%       0.13%
                                      New York, NY 10001-2402

                            MLPF&S for the Sole Benefit of its Customers
    ING Index Plus                Attn. Fund Administration 98362
 International Equity           4800 Deer Lake Drive East, 2nd Floor           Class B        8.20%        0.2%
                                    Jacksonville, FL 32246-6484

                            MLPF&S for the Sole Benefit of its Customers
    ING Index Plus                Attn. Fund Administration 98362
 International Equity           4800 Deer Lake Drive East, 2nd Floor           Class C       26.47%       0.45%
                                    Jacksonville, FL 32246-6484

                                   ING Diversified International
    ING Index Plus                      Attn. Carneen Stokes
 International Equity               7337 E. Doubletree Ranch Rd.               Class I       95.93%       78.66%
                                     Scottsdale, AZ 85258-2034

                                    Reliance Trust Company Cust
                            FBO ING Americas Deferred Comp Savings Plan
   ING International                   PO Box 48529 Ste. 200                   Class I       96.34%       7.33%
                                       Atlanta, GA 30362-1529

                            MLPF&S for the Sole Benefit of its Customers
   ING International              Attn. Fund Administration 98362
 Capital Appreciation           4800 Deer Lake Drive East, 2nd Floor           Class A       68.75%       2.26%
                                    Jacksonville, FL 32246-6484

                            MLPF&S for the Sole Benefit of its Customers
   ING International                 Attn. Fund Administration
 Capital Appreciation           4800 Deer Lake Drive East, 2nd Floor           Class B       19.84%       0.11%
                                    Jacksonville, FL 32246-6484

                                         First Clearing LLC
   ING International                     Sherry Xie M D APC
 Capital Appreciation                622 W. Duarte Rd. Ste 304                 Class B        5.83%       0.03%
                                       Arcadia, CA 91007-9280

                                          Robert Sauls Tr
   ING International             Robert Sauls & Marian Sauls Trust
 Capital Appreciation                   2613 Manhasset Cir.                    Class B       34.74%       0.20%
                                       Modesto, CA 95355-4608

                            MLPF&S for the Sole Benefit of its Customers
   ING International              Attn. Fund Administration 98362
 Capital Appreciation           4800 Deer Lake Drive East, 2nd Floor           Class C        35.2%       0.27%
                                    Jacksonville, FL 32246-6484

                                            Pershing LLC
   ING International                        PO Box 2052                        Class C        9.85%       0.08%
 Capital Appreciation                Jersey City, NJ 07303-2052

                                       D A Davidson & Co INC
   ING International                   FBO George Stephens Tr
 Capital Appreciation                       PO Box 5015                        Class C        6.62%       0.05%
                                     Great Fall, MT 59403-5015

                                       LPL Financial Services
   ING International                   9785 Towne Centre Dr.                   Class C        7.06%       0.05%
 Capital Appreciation                 San Diego, CA 92121-1968

   ING International               ING Diversified International               Class I       99.99%       95.38%


                                      126



                                                                              Class and
                                                                                Record    Percentage   Percentage
         Fund                                Address                          Ownership    of Class     of Fund
-----------------------   -------------------------------------------------   ---------   ----------   ----------
                                        Attn. Carneen Stokes
 Capital Appreciation               7337 E. Doubletree Ranch Rd.
                                     Scottsdale, AZ 85258-2034

                                   Citigroup Global Markets, Inc.
   ING International                     Attn. Peter Booth
 Growth Opportunities              333 W. 34th Street, 7th Floor               Class A        5.45%       2.47%
                                      New York, NY 10001-2402

                            Prudential Investment Management Services LLC
                                      FBO Mutual Fund Clients
   ING International                    Attn. Pruchoice Unit                   Class A       17.00%       7.69%
 Growth Opportunities                     194 Wood Ave. S
                                       Iselin, NJ 08830-2710

                                   Citigroup Global Markets, Inc.
   ING International                     Attn. Peter Booth                     Class B        8.55%       1.01%
 Growth Opportunities              333 W. 34th Street, 7th Floor
                                      New York, NY 10001-2402

                            MLPF&S for the Sole Benefit of its Customers
   ING International                 Attn. Fund Administration
 Growth Opportunities           4800 Deer Lake Drive East, 2nd Floor           Class B       10.94%       1.29%
                                    Jacksonville, FL 32246-6484

                                   Citigroup Global Markets, Inc.
   ING International                     Attn. Peter Booth                     Class C        6.52%       0.93%
 Growth Opportunities              333 W. 34th Street, 7th Floor
                                      New York, NY 10001-2402

                            MLPF&S for the Sole Benefit of its Customers
   ING International                 Attn. Fund Administration
 Growth Opportunities           4800 Deer Lake Drive East, 2nd Floor           Class C       43.02%       6.16%
                                    Jacksonville, FL 32246-6484

                                         ING National Trust
   ING International                  151 Farmington Ave. # 41                 Class Q       86.84%       18.29%
 Growth Opportunities                 Hartford, CT 06156-0001

                                ING Life Insurance & Annuity Company
   ING International                Attn. Valuation Unit - TN 41
 Growth Opportunities                   151 Farmington Ave.                    Class Q       10.71%       2.25%
                                      Hartford, CT 06156-0001

                            MLPF&S for the Sole Benefit of its Customers
ING International Real            Attn. Fund Administration 98362
        Estate                  4800 Deer Lake Drive East, 2nd Floor           Class A       19.47%       7.28%
                                    Jacksonville, FL 32246-6484

                            MLPF&S for the Sole Benefit of its Customers
ING International Real            Attn. Fund Administration 98362
        Estate                  4800 Deer Lake Drive East, 2nd Floor           Class B       11.16%       0.17%
                                    Jacksonville, FL 32246-6484

                                   Citigroup Global Markets, Inc.
ING International Real                   Attn. Peter Booth
        Estate                     333 W. 34th Street, 7th Floor               Class C        5.16%       0.86%
                                      New York, NY 10001-2402

                            MLPF&S for the Sole Benefit of its Customers
ING International Real            Attn. Fund Administration 98362
        Estate                  4800 Deer Lake Drive East, 2nd Floor           Class C       40.87%       6.78%
                                    Jacksonville, FL 32246-6484

                                        Patterson & Co. FBO
ING International Real                   Omnibus Cash/Cash
        Estate                       1525 West WT Harris Blvd.                 Class I       56.12%       24.97%
                                      Charlotte, NC 28288-0001

                                   ING Diversified International
ING International Real                  Attn. Carneen Stokes
        Estate                      7337 E. Doubletree Ranch Rd.               Class I        6.20%       2.76%


                                       127



                                                                              Class and
                                                                                Record    Percentage   Percentage
         Fund                                Address                          Ownership    of Class     of Fund
-----------------------   -------------------------------------------------   ---------   ----------   ----------
                                     Scottsdale, AZ 85258-2034

                                          ING Luxemburg SA
ING International Real                    52 Route D'Each                      Class I       15.87%       7.06%
        Estate                            L-2965 Luxemburg

                            MLPF&S for the Sole Benefit of its Customers
   ING International                 Attn. Fund Administration
SmallCap Multi-Manager          4800 Deer Lake Drive East, 3rd Floor           Class A       20.92%       8.99%
                                    Jacksonville, FL 32246-6484

                                         ING National Trust
   ING International                  151 Farmington Ave. # 41                 Class A        5.44%       2.34%
SmallCap Multi-Manager                Hartford, CT 06156-0001

                                  ING Life Insurance & Annuity Co.
   ING International                Attn. Valuation Unit - TN41
SmallCap Multi-Manager                  151 Farmington Ave.                    Class A       14.98%       6.44%
                                      Hartford, CT 06156-0001

                                   Citigroup Global Markets, Inc.
   ING International                     Attn. Peter Booth                     Class B        6.63%       0.32%
SmallCap Multi-Manager             333 W. 34th Street, 7th Floor
                                      New York, NY 10001-2402

                            MLPF&S for the Sole Benefit of its Customers
   ING International                 Attn. Fund Administration
SmallCap Multi-Manager          4800 Deer Lake Drive East, 2nd Floor           Class B        8.77%       0.42%
                                    Jacksonville, FL 32246-6484

                                   Citigroup Global Markets, Inc.
   ING International                     Attn. Peter Booth
SmallCap Multi-Manager             333 W. 34th Street, 7th Floor               Class C       10.64%       0.99%
                                      New York, NY 10001-2402

                            MLPF&S for the Sole Benefit of its Customers
   ING International                 Attn. Fund Administration
SmallCap Multi-Manager          4800 Deer Lake Drive East, 2nd Floor           Class C       18.79%       1.74%
                                    Jacksonville, FL 32246-6484

                                       SEI Private Trust Co.
   ING International                      C/O Harris Bank
SmallCap Multi-Manager                 1 Freedom Valley Drive                  Class I        9.82%       3.20%
                                           Oaks, Pa 19456

                                   ING Diversified International
   ING International                    Attn. Carneen Stokes
SmallCap Multi-Manager              7337 E. Doubletree Ranch Rd.               Class I       18.28%       5.96%
                                     Scottsdale, AZ 85258-2034

                                       SEI Private Trust Co.
   ING International                      C/O Harris Bank
SmallCap Multi-Manager                 1 Freedom Valley Drive                  Class I       27.71%       9.03%
                                           Oaks, Pa 19456

                                       SEI Private Trust Co.
   ING International                      C/O Harris Bank
SmallCap Multi-Manager                 1 Freedom Valley Drive                  Class I       26.88%       8.76%
                                           Oaks, Pa 19456

                                     Charles Schwab & Co. Inc.
   ING International             101 Montgomery Street, 11th Floor             Class Q       48.78%       5.05%
SmallCap Multi-Manager              San Francisco, CA 94104-4151

                               Equitable Life For Separate Account 65
                             On Behalf of Various Expediter 401K Plans
   ING International                     200 Plaza Dr. HM-2                    Class Q       10.00%       1.04%
SmallCap Multi-Manager                  Attention Ken Butka
                                      Secaucus, NJ 07094-3607

                           Prudential Investment Management Services LLC
                                      FBO Mutual Fund Clients
   ING International                    Attn. Pruchoice Unit                   Class Q        5.14%       0.53%
SmallCap Multi-Manager                    194 Wood Ave. S


                                       128



                                                                              Class and
                                                                                Record    Percentage   Percentage
         Fund                                Address                          Ownership    of Class     of Fund
-----------------------   -------------------------------------------------   ---------   ----------   ----------
                                       Iselin, NJ 08830-2710

                                     Charles Schwab & Co. Inc.
                                         Special Cust Acct
   ING International                       FBO Customers
SmallCap Multi-Manager                   Attn. Mutual Funds                    Class Q        5.46%       0.57%
                                 101 Montgomery Street, 11th Floor
                                    San Francisco, CA 94104-4151

                            MLPF&S for the Sole Benefit of its Customers
   ING International                 Attn. Fund Administration
         Value                  4800 Deer Lake Drive East, 2nd Floor           Class A       19.02%       7.95%
                                    Jacksonville, FL 32246-6484

                                      Charles Schwab & Co Inc.
                          Special Custody Account for the Exclusive Benefit
ING International Value                     of Customers
                                         Attn. Mutual Funds                    Class A        7.23%       3.02%
                                         101 Montgomery St.
                                    San Francisco, CA 94104-4151

                                   Citigroup Global Markets, Inc.
                                         Attn. Peter Booth
ING International Value            333 W. 34th Street, 7th Floor               Class B       10.74%       0.54%
                                      New York, NY 10001-2402

                            MLPF&S for the Sole Benefit of its Customers
                                     Attn. Fund Administration
ING International Value         4800 Deer Lake Drive East, 2nd Floor           Class B        16.9%       0.85%
                                    Jacksonville, FL 32246-6484

                                   Citigroup Global Markets, Inc.
ING International Value                  Attn. Peter Booth                     Class C       19.96%       3.01%
                                   333 W. 34th Street, 7th Floor
                                      New York, NY 10001-2402

                            MLPF&S for the Sole Benefit of its Customers
                                     Attn. Fund Administration
ING International Value         4800 Deer Lake Drive East, 2nd Floor           Class C       24.05%       3.63%
                                    Jacksonville, FL 32246-6484

                            MLPF&S for the Sole Benefit of its Customers
                                     Attn. Fund Administration
ING International Value         4800 Deer Lake Drive East, 2nd Floor           Class I       38.92%       14.62%
                                    Jacksonville, FL 32246-6484

                                         ING National Trust
ING International Value               151 Farmington Ave. #41                  Class I       10.34%       3.88%
                                       Hartford CT 06156-0001

                           Prudential Investment Management Services LLC
                                      FBO Mutual Fund Clients
ING International Value                 Attn. Pruchoice Unit                   Class I       12.57%       4.72%
                                          194 Wood Ave. S
                                       Iselin, NJ 08830-2710

                                     State Street Bank & Trust
                                   FBO AMD Group Retirement Trust
ING International Value                805 Pennsylvania Ave.                   Class I        7.12%       2.68%
                                     Kansas City, MO 64105-1307

                                            Pershing LLC
ING International Value                     PO Box 2052                        Class Q       15.18%       0.08%
                                     Jersey City, NJ 07303-2052

                                            Pershing LLC
ING International Value                     PO Box 2052
                                     Jersey City, NJ 07303-2052                Class Q        7.5%        0.04%

                                            Pershing LLC
ING International Value                     PO Box 2052
                                     Jersey City, NJ 07303-2052                Class Q        6.47%       0.03%


                                       129



                                                                              Class and
                                                                                Record    Percentage   Percentage
         Fund                                Address                          Ownership    of Class     of Fund
-----------------------   -------------------------------------------------   ---------   ----------   ----------
                                             Saxon & Co
ING International Value                   PO Box 7780-1888                     Class Q       15.11%       0.08%
                                    Philadelphia, PA 19182-0001

                                     First Union National Bank
                                         Omnibus Cash/Cash
ING International Value          1525 W. WT Harris Blvd. # CMG-1151            Class Q        5.65%       0.03%
                                      Charlotte, NC 28288-0001

                            MLPF&S for the Sole Benefit of its Customers
   ING International              Attn. Fund Administration 98362
     Value Choice               4800 Deer Lake Drive East, 2nd Floor           Class A        7.68%       1.66%
                                    Jacksonville, FL 32246-6484

                                     SEI Private Trust Company
   ING International         C/O Suntrust Bank One Freedom Valley Drive        Class A       11.22%       2.43%
     Value Choice                          Oaks, PA 19456

                                         Bank of America NA
   ING International              Bristol Hospital Pension Account
     Value Choice                          PO Box 831575                       Class A       23.78%       5.15%
                                          Dallas, TX 75201

                            MLPF&S for the Sole Benefit of its Customers
   ING International              Attn. Fund Administration 98362
     Value Choice               4800 Deer Lake Drive East, 2nd Floor           Class B       27.49%       1.27%
                                    Jacksonville, FL 32246-6484

                            MLPF&S for the Sole Benefit of its Customers
   ING International              Attn. Fund Administration 98362
     Value Choice               4800 Deer Lake Drive East, 2nd Floor           Class C       26.27%       1.44%
                                    Jacksonville, FL 32246-6484

                                        Wells Fargo Bank NA
   ING International                     FBO Ret Plan SVCS
     Value Choice                           PO Box 1533                        Class I        8.48%       5.79%
                                     Minneapolis, MN 55480-1533

                                   ING Diversified International
   ING International                    Attn. Carneen Stokes
     Value Choice                   7337 E. Doubletree Ranch Rd.               Class I       91.51%       62.47%
                                     Scottsdale, AZ 85258-2034

                                  ING Life Insurance & Annuity Co
   ING International                    151 Farmington Ave.                    Class A       99.46%       98.86%
  Value Opportunities                 Hartford, CT 06156-0001

                                         First Clearing LLC
                                      Elaine B. Williams Trust
   ING International                  Elaine B. Williams TTEE                  Class B       95.06%       0.18%
  Value Opportunities                     851 Columbia Rd.
                                      Edgefield, SC 29824-4325

                            MLPF&S for the Sole Benefit of its Customers
   ING International                 Attn. Fund Administration
  Value Opportunities           4800 Deer Lake Drive East, 2nd Floor           Class C       45.03%       0.18%
                                    Jacksonville, FL 32246-6484

                                         First Clearing LLC
   ING International                     Andrew J. Homsher
  Value Opportunities                    24 Silver Mine Rd.                    Class C       19.84%       0.08%
                                      Conestoga, PA 17516-9506

                                         First Clearing LLC
   ING International           Edwin C. Speed & Mary W. Speed JT/WROS
  Value Opportunities                  1664 Silver Bluff Rd.                   Class C       35.08%       0.14%
                                        Aiken, SC 29803-9200

                                  ING Life Insurance & Annuity Co
   ING International                    151 Farmington Ave.                    Class I       98.01%       0.01%
  Value Opportunities                 Hartford, CT 06156-0001

                                     Charles Schwab & Co. Inc.
   ING Russia                             Reinvest Account                     Class A        8.86%       8.86%
                                    Attn. Mutual Fund Department
                                       101 Montgomery Street
                                    San Francisco, CA 94104-4151

                            MLPF&S for the Sole Benefit of its Customers
   ING Russia                      Attn. Fund Administration 97PA9
                                4800 Deer Lake Drive East, 2nd Floor           Class A        6.56%       6.56%
                                    Jacksonville, FL 32246-6484


                                       130


                                     ADVISER

     The investment adviser for each Fund is ING Investments ("Adviser" or "ING
Investments"), which is registered with the SEC as an investment adviser and
serves as an investment adviser to registered investment companies (or series
thereof), as well as structured finance vehicles. ING Investments, subject to
the authority of the Trustees of the Funds, has the overall responsibility for
the management of each Fund's portfolio subject to delegation of certain
responsibilities to other investment advisers (each a "Sub-Adviser" and
collectively, "Sub-Advisers"): ING Investment Management Advisors B.V. ("IIMA")
as the Sub-Adviser to Emerging Markets Fixed Income Fund, Global Equity Dividend
Fund, Index Plus International Equity Fund, International Equity Dividend Fund,
International Value Opportunities Fund and Russia Fund; ING Clarion Real Estate
Securities L.P. ("ING CRES") as the Sub-Adviser to Asia-Pacific Real Estate
Fund, European Real Estate Fund, Global Real Estate Fund and International Real
Estate Fund; ING Investment Management Asia/Pacific (Hong Kong) Limited ("IIM
Asia Pacific") as the Sub-Adviser to Greater China Fund; ING Investment
Management Co. ("ING IM"), as the Sub-Adviser to Disciplined International
SmallCap Fund, International Growth Opportunities Fund, Global Natural Resources
Fund and Global Bond Fund; Brandes Investment Partners, L.P. ("Brandes") as the
Sub-Adviser to Emerging Countries Fund and International Value Fund; Julius Baer
Investment Management LLC ("JBIM") as the Sub-Adviser to Foreign Fund;
Tradewinds Global Investors, LLC ("Tradewinds") as the Sub-Adviser to Global
Value Choice Fund and International Value Choice Fund; Hansberger Global
Investors, Inc. ("HGI") as the Sub-Adviser to International Capital Appreciation
Fund; and Acadian Asset Management LLC ("Acadian"), Batterymarch Financial
Management, Inc. ("Batterymarch") and Schroder Investment Management North
America Inc. ("Schroder") as the Sub-Advisers to International SmallCap
Multi-Manager Fund. ING Investments, ING IM, IIMA, IIM Asia Pacific and ING CRES
are indirect, wholly-owned subsidiaries of ING Groep N.V. (NYSE: ING) ("ING
Groep"). ING Groep is one of the largest financial services organizations in the
world with approximately 120,000 employees. Based in Amsterdam, ING Groep offers
an array of banking, insurance and asset management services to both individual
and institutional investors.

     On February 26, 2001, the name of the Adviser changed from "ING Pilgrim
Investments, Inc." to "ING Pilgrim Investments, LLC." On March 1, 2002, the name
of the Adviser was changed from "ING Pilgrim Investments, LLC," to "ING
Investments, LLC." Prior to April 30, 2001, ING Mutual Funds Management Co. LLC
("IMFC") served as adviser to certain of the Funds. On April 30, 2001, IMFC, an
indirect, wholly-owned subsidiary of ING Groep, that had been under common
control with the Adviser, merged with the Adviser.

     ING Investments serves pursuant to a separate investment management
agreement ("Investment Advisory Agreement") between ING Investments and each
Trust, on behalf of the Funds. The Investment Advisory Agreements require ING
Investments to oversee the provision of all investment advisory and portfolio
management services for each of the Funds. Pursuant to a sub-advisory agreement
(each a "Sub-Advisory Agreement" and collectively, the "Sub-Advisory
Agreements") ING Investments has delegated certain management responsibilities
to certain Sub-Advisers for each of the Funds. ING Investments oversees the
investment management of the Sub-Advisers for the Funds.

     Each Investment Advisory Agreement requires ING Investments to provide,
subject to the supervision of the Board, investment advice and investment
services to the Funds and to furnish advice and recommendations with respect to
investment of each Fund's assets and the purchase or sale of its portfolio
securities. ING Investments also provides investment research and analysis. Each
Investment Advisory

                                       131


Agreement provides that ING Investments is not subject to liability to the Funds
for any act or omission in the course of, or connected with, rendering services
under the Agreement, except by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of its obligations and duties under the
Investment Advisory Agreement.


     Prior to August 1, 2003, Global Value Choice Fund, International Growth
Opportunities Fund and Global Natural Resources Fund were directly managed by
ING Investments. ING has undertaken an internal reorganization that, among other
things, integrated certain of its portfolio management professionals across the
United States under a common management structure known as ING Investment
Management Americas, which includes ING IM. On August 1, 2003, ING IM became the
Sub-Adviser to Global Value Choice Fund, International Growth Opportunities Fund
and Global Natural Resources Fund. One of the primary purposes of the
integration plan was to promote consistently high levels of performance in terms
of investment standards, research, policies and procedures in the portfolio
management functions related to the Funds. As a result of this integration plan
the operational and supervisory functions of the Funds' Investment Management
Agreements were separated from the portfolio management functions related to the
Funds, with the former continuing to be provided by the Adviser and the latter
provided by ING IM. The portfolio management personnel for these Funds did not
change as a result of this internal reorganization.


     After an initial term of two years, each Investment Advisory Agreement and
Sub-Advisory Agreement continues in effect from year to year so long as such
continuance is specifically approved at least annually by (a) the Board or (b)
the vote of a "majority" (asAnnual Adviser Fee(1) defined in the 1940 Act) of a
Fund's outstanding shares voting as a single class; provided, that in either
event the continuance is also approved by at least a majority of the Board who
are not "interested persons" (as defined in the 1940 Act) of ING Investments or
a Sub-Adviser, as the case may be, by vote cast in person at a meeting called
for the purpose of voting on such approval.


     For information regarding the basis for the Board's approval of the
investment advisory and investment sub-advisory relationships for each of the
Funds (except International Equity Dividend Fund), please refer to the Funds'
semi-annual shareholder report that will be dated April 30, 2008. For
information regarding the basis for the Board's approval of the investment
advisory and investment sub-advisory relationships for International Equity
Dividend Fund, please refer to the Fund's annual shareholder report dated
October 31, 2007. Each Investment Advisory Agreement is terminable without
penalty upon notice given by the Board or by a vote of the holders of a majority
of the Fund's outstanding shares voting as a single class, or upon 60 days'
notice given by the Adviser. Each Investment Advisory Agreement will terminate
automatically in the event of its "assignment" (as defined in the 1940 Act).


Advisory Fees

     ING Investments bears the expense of providing its services, and pays the
fees of the Sub-Advisers. For its services, each Fund pays ING Investments,
expressed as an annual rate, a monthly fee in arrears equal to the following as
a percentage of the Fund's average daily net assets during the month:


Fund                                   Annual Adviser Fee/1/
------------------------------------   ---------------------------------------------------------------------------
Asia-Pacific Real Estate               1.00% on the first $250 million of the Fund's average daily net assets;
                                       0.90% on the next $250 million of the Fund's average daily net assets; and
                                       0.80% thereafter

Disciplined International SmallCap     0.60% of the Fund's average daily net assets

Emerging Countries                     1.25% of the Fund's average daily net assets

Emerging Markets Fixed Income          0.65% on the first $250 million of the Fund's average daily net assets;
                                       0.60% on the next $250 million of the Fund's average daily net assets; and
                                       0.55% thereafter


                                       132



Fund                                   Annual Adviser Fee/1/
------------------------------------   ---------------------------------------------------------------------------
European Real Estate                   1.00% on the first $250 million of the Fund's average daily net assets;
                                       0.90% on the next $250 million of the Fund's average daily net assets; and
                                       0.80% thereafter

Foreign/2/                             1.00% on the Fund's average daily net assets up to $500 million; and
                                       0.90% thereafter

Global Bond                            0.40% of the Fund's average daily net assets

Global Equity Dividend                 0.70% of the Fund's average daily net assets

Global Natural Resources               1.00% on the Fund's average daily net assets up to $50 million; and
                                       0.75% thereafter

Global Real Estate                     0.80% on the first $250 million of the Fund's average daily net assets;
                                       0.775% on the next $250 million of the Fund's average daily net assets; and
                                       0.70% thereafter

Global Value Choice                    0.90% on the first $500 million of the Fund's average daily net assets;
                                       0.80% on the next $500 million of the Fund's average daily net assets; and
                                       0.75% of the Fund's average daily net assets in excess of $1 billion

Greater China                          1.15% on the first $100 million of the Fund's average daily net assets;
                                       1.05% on the next $150 million of the Fund's average daily net assets; and
                                       0.95% of the Fund's averaged daily net assets in excess of $250 million

Index Plus International Equity        0.55% of the Fund's average daily net assets

International Equity Dividend          0.75% of the Fund's average daily net assets

International Growth Opportunities     1.00% of the Fund's average daily net assets

International Capital Appreciation     0.85% on the first $500 million of the Fund's average daily net assets;
                                       0.80% on the next $500 million of the Fund's average daily net assets; and
                                       0.75% thereafter

International Real Estate              1.00% on the first $250 million of the Fund's average daily net assets;
                                       0.90% on the next $250 million of the Fund's average daily net assets; and
                                       0.80% thereafter

International SmallCap Multi-Manager   1.00% on the first $500 million of the Fund's average daily net assets;
                                       0.90% on the next $500 million of the Fund's average daily net assets; and
                                       0.85% thereafter

International Value                    1.00% of the Fund's average daily net assets

International Value Choice             1.00% of the Fund's average daily net assets



                                       133



Fund                                   Annual Adviser Fee/1/
------------------------------------   ---------------------------------------------------------------------------
International Value Opportunities      0.80% on the first $1 billion of the Fund's average daily net assets;
                                       0.75% of the assets in excess of $1 billion

Russia                                 1.25% of the Fund's average daily net assets


/1/  To seek a return on uninvested cash or for other reasons, a Fund may invest
     its assets in ING Institutional Prime Money Market Fund and/or one or more
     other money market funds advised by ING affiliates ("ING Money Market
     Funds"). A Fund's purchase of shares of an ING Money Market Fund will
     result in the Fund paying a proportionate share of the expenses of the ING
     Money Market Fund. The Fund's Adviser will waive its fee in an amount equal
     to the advisory fee received by the adviser of the ING Money Market Fund in
     which the Fund invests resulting from the Fund's investment into the ING
     Money Market Fund.


/2/  Pursuant to a waiver, ING Investments, LLC, has agreed to lower the
     advisory fee for ING Foreign Fund so that advisory fees payable to ING
     Investments, LLC will be waived in amounts equal to 50% of the savings to
     ING Investments, LLC resulting from the implementation of sub-advisory fee
     reductions for the period from July 31, 2007 through March 1, 2009 for this
     Fund. There is no guarantee this waiver will continue after this date. This
     agreement will only renew if ING Investments, LLC elects to renew it.


Total Advisory Fees Paid By The Funds

     The following table set forth the total amounts the Funds paid to ING
Investments for the fiscal years ended October 31, 2007, 2006 and 2005:


                                                       October 31,
                                       ------------------------------------------
                Fund                       2007           2006           2005
------------------------------------   -----------    -----------    -----------
Asia-Pacific Real Estate/1/                    N/A            N/A            N/A
Disciplined International SmallCap     $ 1,032,086/2/         N/A            N/A
Emerging Countries                     $ 3,416,325    $ 2,217,948    $ 1,424,134
Emerging Markets Fixed Income          $   879,513    $    62,567/3/         N/A
European Real Estate/1/                        N/A            N/A            N/A
Foreign                                $ 5,887,250    $ 3,679,388    $ 1,863,015
Global Bond                            $   107,310    $    33,344/4/         N/A
Global Equity Dividend                 $ 2,362,456    $ 1,263,686    $   635,302
Global Natural Resources Fund          $ 1,108,141    $ 1,027,161    $   753,527
Global Real Estate                     $ 8,742,056    $ 2,775,270    $ 1,375,038
Global Value Choice                    $ 1,178,791    $ 1,062,122    $ 1,091,559
Greater China                          $   592,623    $   188,819/3/         N/A
Index Plus International Equity        $   574,785    $   275,125/3/         N/A
International Growth Opportunities     $ 1,332,839    $ 1,280,746    $ 1,147,953
International Capital Appreciation     $   796,611    $   236,941/3/         N/A
International Equity Dividend          $    75,443/5/         N/A            N/A
International Real Estate              $ 2,991,233    $   235,365/6/         N/A
International SmallCap Multi-Manager   $ 8,433,004    $ 4,663,780    $ 3,390,664
International Value                    $52,925,035    $44,969,244    $40,730,906
International Value Choice             $   902,322    $   347,873         43,216/7/
International Value Opportunities      $    54,962/8/         N/A            N/A
Russia                                 $10,861,996    $ 7,198,140    $ 2,607,017


----------

/1/  Asia-Pacific Real Estate Fund and European Real Estate Fund each had not
     commenced operations as of October 31, 2007, therefore, no advisory fees
     were paid as of that date.


/2/  Disciplined International SmallCap Fund commenced operations on December
     20, 2006. Reflects ten-month period from December 20, 2006 through October
     31, 2007.

                                       134


/3/  Emerging Markets Fixed Income Fund, Greater China Fund, Index Plus
     International Equity Fund, and International Capital Appreciation Fund
     commenced operations on December 21, 2005. Reflects the ten-month period
     from December 21, 2005 to October 31, 2006.

/4/  Global Bond Fund commenced operations on June 30, 2006. Reflects the
     four-month period from June 30, 2006 to October 31, 2006.

/5/  International Equity Dividend Fund commenced operations on June 28, 2007.
     Reflects the four-month period from June 28, 2007 through October 31, 2007.

/6/  International Real Estate Fund commenced operations on February 28, 2006.
     Reflects the eight-month period from February 28, 2006 to October 31, 2006.

/7/  International Value Choice Fund commenced operations on February 1, 2005.
     Reflects the nine-month period from February 1, 2005 to October 31, 2005.

/8/  International Value Opportunities Fund commenced operations on February 28,
     2007. Reflects the eight-month period from February 28, 2007 through
     October 31, 2007.

                          EXPENSE LIMITATION AGREEMENTS


     ING Investments has entered into expense limitation agreements with each
Fund, except International Value Fund and Greater China Fund, pursuant to which
ING Investments has agreed to waive or limit its fees. In connection with these
agreements and certain U.S. tax requirements, ING Investments will assume other
expenses so that the total annual ordinary operating expenses of these Funds
(which exclude interest, taxes, brokerage commissions, other investment-related
costs, extraordinary expenses (and acquired fund fees and expenses) such as
litigation, other expenses not incurred in the ordinary course of each Fund's
business), and expenses of any counsel or other persons or services retained by
the Funds' Trustees who are not "interested persons" (as defined in the 1940
Act) of ING Investments or a Sub-Adviser do not exceed the following expense
limitations:



Fund                                       Class A   Class B   Class C   Class I   Class O   Class Q   Class W
----------------------------------------   -------   -------   -------   -------   -------   -------   -------
Asia-Pacific Real Estate                    1.75%     2.50%     2.50%     1.50%      N/A       N/A       N/A
Disciplined International SmallCap          1.20%     1.95%     1.95%     0.95%      N/A       N/A       N/A
Emerging Countries /1/                      2.25%     2.90%     2.90%     1.75%      N/A      2.15%     1.90%
Emerging Markets Fixed Income               1.25%     2.00%     2.00%     1.00%      N/A       N/A       N/A
European Real Estate                        1.75%     2.50%     2.50%     1.50%      N/A       N/A       N/A
Foreign /2/                                 1.95%     2.70%     2.70%     1.60%      N/A      1.85%     1.45%
Global Bond                                 0.90%     1.65%     1.65%     0.61%      N/A       N/A       N/A
Global Equity Dividend                      1.40%     2.15%     2.15%     1.15%     1.40%      N/A      1.15%
Global Natural Resources                    2.75%      N/A       N/A      2.50%      N/A       N/A      2.50%
Global Real Estate                          1.75%     2.50%     2.50%     1.50%     1.75%      N/A      1.50%
Global Value Choice                         1.50%     2.25%     2.25%     1.25%      N/A      1.50%      N/A
Index Plus International Equity             1.15%     1.90%     1.90%     0.90%     1.15%      N/A       N/A
International Equity Dividend               1.40%     2.15%     2.15%     1.15%      N/A       N/A      1.15%
International Growth Opportunities /3/      2.75%     3.50%     3.50%     2.50%      N/A      2.75%      N/A
International Capital Appreciation          1.50%     2.25%     2.25%     1.25%      N/A       N/A       N/A
International Real Estate                   1.50%     2.25%     2.25%     1.25%      N/A       N/A      1.25%
International SmallCap Multi-Manager        1.95%     2.60%     2.60%     1.40%      N/A      1.85%     1.60%
International Value Choice                  1.70%     2.45%     2.45%     1.45%      N/A       N/A       N/A
International Value Opportunities           1.40%     2.15%     2.15%     1.15%      N/A       N/A       N/A
Russia                                      3.35%      N/A       N/A       N/A       N/A       N/A       N/A


----------

/1/  Pursuant to a side agreement, dated January 1, 2008, ING Investments has
     lowered the expense limits for Emerging Countries Fund through at least
     March 1, 2009. The expense limits for Emerging Countries Fund are 2.10%,
     2.85%, 2.85%, and 2.10% for Class A, Class B, Class C, and Class Q shares,
     respectively. If, after December 31, 2008, ING Investments elects not to
     renew the side agreement, the expense limits will revert to the limits
     listed in the table above. There is no guarantee that this side agreement
     will continue after that date. The side agreement will only renew if ING
     Investments elects to renew it. Any fees waived pursuant to the side
     agreement shall not be eligible for recoupment.


                                       135


/2/  Pursuant to a side agreement, dated March 1, 2008, ING Investments has
     lowered the expense limits for Foreign Fund through at least March 1, 2009.
     The expense limits for Foreign Fund are 1.70%, 2.45%, 2.45%, 1.35% and
     1.60% for Class A, Class B, Class C, Class I and Class Q shares,
     respectively. If, after March 1, 2009, ING Investments elects not to renew
     the side agreement, the expense limits will revert to the limits listed in
     the table above. There is no guarantee that this side agreement will
     continue after that date. The side agreement will only renew if ING
     Investments elects to renew it. Any fees waived pursuant to the side
     agreement shall not be eligible for recoupment.

/3/  Pursuant to a side agreement, dated March 1, 2008, ING Investments has
     lowered the expense limits for International Growth Opportunities Fund
     through at least March 1, 2009. The expense limits for International Growth
     Opportunities Fund are 1.95%, 2.70%, 2.70%, 1.60% and 1.85% for Class A,
     Class B, Class C, Class I and Q shares, respectively. If, after March 1,
     2009, ING Investments elects not to renew the side agreement, the expense
     limits will revert to the limits listed in the table above. There is no
     guarantee that this side agreement will continue after that date. The side
     agreement will only renew if ING Investments elects to renew it. Any fees
     waived pursuant to the side agreement shall not be eligible for recoupment.

     Each Fund set forth above may at a later date reimburse ING Investments for
management fees waived and other expenses assumed by ING Investments during the
previous thirty-six (36) months, but only if, after such reimbursement, the
Fund's expense ratio does not exceed the percentage described above. ING
Investments will only be reimbursed for fees waived or expenses assumed after
the effective date of the expense limitation agreements.


     Each expense limitation agreement provides that the expense limitation
shall continue until March 1, 2009 (except for Class I shares of Global Natural
Resources Fund, Class O shares of Index Plus International Equity Dividend Fund
and Class W shares of Emerging Countries Fund, Foreign Fund, Global Equity
Dividend Fund, Global Natural Resources Fund, Global Real Estate Fund,
International Equity Dividend Fund, International Real Estate Fund and
International SmallCap Multi-Manager Fund). The expense limitation agreement for
Class I shares of Global Natural Resources Fund and Class W shares of Emerging
Countries Fund, Foreign Fund, Global Equity Dividend Fund, Global Natural
Resources Fund, Global Real Estate Fund, International Equity Dividend Fund,
International Real Estate Fund and International SmallCap Multi-Manager Fund
shall continue until March 1, 2010. The expense limitation agreement for Class O
shares of Index Plus International Equity Fund shall continue until March 1,
2011. The expense limitations are contractual and, after the initial term, shall
renew automatically for one-year terms unless ING Investments provides written
notice of termination of the agreement to the Independent Chairperson of the
Board within ninety (90) days' of the end of the then-current term for that Fund
or upon termination of the Investment Management Agreement. Each Expense
Limitation Agreement may also be terminated by the Trust, without payment of any
penalty, upon written notice to ING Investments at its principal place of
business within ninety (90) days' of the end of the then-current term for a
Fund.


                                  SUB-ADVISERS

     The Investment Advisory Agreements for each of the Funds provides that ING
Investments, with the approval of a Trust's Board, may select and employ
investment advisers to serve as sub-advisers for any of the Funds, and shall
monitor the sub-advisers' investment programs and results, and coordinate the
investment activities of the sub-advisers to ensure compliance with regulatory
restrictions. ING Investments pays all of its expenses arising from the
performance of its obligations under each Investment Management Agreement,
including all fees payable to the sub-advisers and executive salaries and
expenses of the Trustees and officers of a Trust who are employees of ING
Investments or its affiliates. Each sub-adviser pays all of its expenses arising
from the performance of its obligations under the relevant Sub-Advisory
Agreements.

     Subject to the expense reimbursement provisions described in this SAI,
other expenses incurred in the operation of the Funds are borne by the Funds,
including, without limitation, investment advisory fees; brokerage commissions;
interest; legal fees and expenses of attorneys; fees of independent registered
public accounting firms, transfer agents and dividend disbursing agents,
accounting agents, and custodians; the expense of obtaining quotations for
calculating each Fund's NAV; taxes, if any, and the preparation of each Fund's
tax returns and any other expenses (including clerical expenses) of issue, sale,
repurchase or redemption of shares; fees and expenses of registering and
maintaining the registration of shares of the Funds under federal and state laws
and regulations; expenses of printing and distributing reports, notices and
proxy materials to existing shareholders; expenses of printing and filing
reports and other documents filed with

                                       136


governmental agencies; expenses of annual and special shareholder meetings;
expenses of printing and distributing prospectuses and statements of additional
information to existing shareholders; fees and expenses of Trustees of the Trust
who are not employees of ING Investments or any Sub-Adviser, or their
affiliates; membership dues in trade associations; insurance premiums; and
extraordinary expenses such as litigation expenses.

     The Sub-Advisory Agreements may be terminated without payment of any
penalties by ING Investments, the Board, on behalf of a Fund, or the
shareholders of such Fund upon sixty (60) days' written notice. Otherwise, after
an initial term of two years, the Sub-Advisory Agreements will remain in effect
for from year to year, subject to the annual approval of the appropriate Board,
on behalf of a Fund, or the vote of a majority of the outstanding voting
securities, and the vote, cast in person at a meeting duly called and held, of a
majority of the Trustees, on behalf of a Fund who are not parties to the
Sub-Advisory Agreement or "interested persons" (as defined in the 1940 Act) of
any such party.


     On May 24, 2002, the SEC issued an Exemptive Relief Order permitting ING
Investments to enter into new investment sub-advisory contracts with a
non-affiliated sub-adviser or materially amend an existing sub-advisory
agreement, subject to approval by the Board (including a majority of Independent
Trustees) but without obtaining shareholder approval for certain Funds. Global
Natural Resources Fund, Global Value Choice Fund, Asia-Pacific Real Estate Fund,
Disciplined International SmallCap Fund, Emerging Countries Fund, European Real
Estate Fund, Foreign Fund, Greater China Fund, Index Plus International Equity
Fund, International Equity Dividend Fund, International Capital Appreciation
Fund, International Real Estate Fund, International SmallCap Multi- Manager
Fund, International Value Choice Fund, International Value Opportunities Fund,
Emerging Markets Fixed Income Fund and Global Bond Fund each operate in this
manner. ING Investments may rely on this exemptive order only if, among other
things, a fund's shareholders have approved the arrangement. The sole
shareholder of Foreign Fund approved this "manager-of-managers" arrangement on
June 30, 2003, respectively. The shareholders of Global Value Choice Fund
approved this "manager-of-managers" agrangement on January 25, 2005. The sole
shareholder of International Value Choice approved this "manager-of-managers"
arrangement on February 1, 2005. The shareholders of each of Emerging Countries
Fund and International SmallCap Multi-Manager Fund approved this
"manager-of-managers" arrangement on February 15, 2005. The sole shareholder of
each of Emerging Markets Fixed Income Fund, Greater China Fund, Index Plus
International Equity Fund and International Capital Appreciation Fund approved
this "manager-of-managers" arrangement on December 21, 2005. The sole
shareholder of International Real Estate Fund approved this
"manager-of-managers" arrangement on February 28, 2006. The sole shareholder of
ING Global Bond Fund approved this "manager-of-managers" arrangement on June 30,
2006. The shareholders of Global Natural Resources Fund approved this
"manager-of-managers" arrangement on September 21, 2006. The sole shareholder of
ING Disciplined International SmallCap Fund approved this "manager-of-managers"
arrangement on December 20, 2006. The sole shareholder of International Value
Opportunities Fund approved this "manager-of-managers" arrangement on February
28, 2007. The sole shareholder of International Equity Dividend Fund approved
this "manager-of-managers" agreement on June 15, 2007. The sole shareholder of
each of Asia-Pacific Real Estate Fund and European Real Estate Fund approved
this "manager-of-managers" arrangement on September 12, 2007. This authority is
subject to certain conditions, including the requirement that the Trustees
(including a majority of disinterested Trustees) of the Trust must approve any
new or amended Sub-Advisory Agreements with sub-advisers on behalf of the
Manager-of-Manager Funds. In accordance with the exemptive order received from
the SEC, an information statement describing any sub-adviser changes will be
provided to shareholders within ninety (90) days of the change. ING Investments
remains responsible for providing general management services to the the
Manager-of-Manager Funds, including overall supervisory responsibility for the
general management and investment of the Manager-of-Manager Funds' assets, and,
subject to the review and approval of the Board, will among other things: (i)
set the Manager-of-Manager Funds' overall investment strategies; (ii) evaluate,
select and recommend sub-advisers to manage all or part of the
Manager-of-Manager Funds' assets; (iii) when appropriate, allocate and
reallocate the Manager-of-Manager Funds' assets among multiple sub-advisers;
(iv) monitor and evaluate the investment performance of sub-advisers; and (v)
implement procedures reasonably designed to ensure that the sub-advisers comply
with the Manager-of-Manager Funds' investment objectives, policies, and
restrictions.


                                       137


          Pursuant to an Amended and Restated Sub-Advisory Agreement dated
December 7, 2005, and the first amendment to the amended and restated
sub-advisory agreement on December 1, 2006, between ING Investments and IIMA,
IIMA serves as Sub-Adviser to Emerging Markets Fixed Income Fund, Global Equity
Dividend Fund, Index Plus International Equity Fund, International Equity
Dividend Fund, International Value Opportunities Fund and Russia Fund. In this
capacity, IIMA, subject to the supervision and control of ING Investments and
the Trustees of the Funds, on behalf of the Funds, manages the Funds' portfolio
investments consistently with each Fund's investment objective, and executes any
of the Funds' investment policies that it deems appropriate to utilize from time
to time. Located at Prinses Beatrixlaan 15, 2595 AK, The Hague, The Netherlands,
IIMA operates under the collective management of ING Investment Management.


          Pursuant to a Sub-Advisory Agreement between ING Investments and ING
CRES dated September 23, 2002, ING CRES serves as Sub-Adviser to Asia-Pacific
Real Estate Fund, European Real Estate Fund, Global Real Estate Fund and
International Real Estate Fund. In this capacity, ING CRES, subject to the
supervision and control of ING Investments and the Trustees of the Funds, on
behalf of the Funds, manages the Funds' portfolio investments consistently with
each Fund's investment objective, and executes any of the Funds' investment
policies that it deems appropriate to utilize from time to time. Located at 201
King of Prussia Road, Suite 600, Radnor, PA 19087, ING CRES is in the business
of providing investment advice to institutional and individual clients. ING CRES
is an indirect, wholly-owned subsidiary of ING Groep and is an affiliate of ING
Investments.


          Pursuant to a Sub-Advisory Agreement between ING Investments and IIM
Asia Pacific dated December 7, 2005, IIM Asia Pacific serves as Sub-Adviser to
Greater China Fund. In this capacity, IIM Asia Pacific, subject to the
supervision and control of ING Investments and the Trustees of the Fund, on
behalf of the Fund, manages the Fund's portfolio investments consistently with
the Fund's investment objective, and executes any of the Fund's investment
policies that it deems appropriate to utilize from time to time. Located at 39/F
One International Finance Centre, 1 Harbour View Street, Central, Hong Kong, IIM
Asia Pacific is registered with the SEC as an investment adviser. IIM Asia
Pacific is an indirect, wholly-owned subsidiary of ING Groep and is an affiliate
of ING Investments.

          Pursuant to a Sub-Advisory Agreement dated August 1, 2003 between ING
Investments and ING IM, ING IM acts as Sub-Adviser to Disciplined International
SmallCap Fund, International Growth Opportunities Fund, Global Natural Resources
Fund and Global Bond Fund. In this capacity, ING IM, subject to the supervision
and control of ING Investments and the Trustees of the Funds, on behalf of the
Funds, manages each Fund's portfolio investments consistently with the Funds'
investment objectives, and executes any of the Funds' investment policies that
it deems appropriate to utilize from time to time. Fees payable under the
Sub-Advisory Agreement accrue daily and are paid monthly by ING Investments. ING
IM's address is 230 Park Avenue, New York, NY 10169. ING IM is an affiliate of
ING Investments and an indirect, wholly owned subsidiary of ING Groep.

          Pursuant to a Sub-Advisory Agreement dated May 28, 2003 between ING
Investments and JBIM, JBIM acts as Sub-Adviser to Foreign Fund. In this
capacity, JBIM, on behalf of the Fund, subject to the supervision and control of
ING Investments and the Trustees of the Fund, manages the Fund's portfolio
investments, consistently with its investment objective, and executes any of the
Fund's investment policies that it deems appropriate to utilize from time to
time. Fees payable under the Sub-Advisory Agreements accrue daily and are paid
monthly by ING Investments. JBIM's address is 330 Madison Avenue, New York, NY
10017.

          Pursuant to Sub-Advisory Agreements dated Setember 1, 2000
(International Value Fund) and dated March 1, 2005 (Emerging Countries Fund)
between ING Investments and Brandes, Brandes acts as Sub-Adviser to
International Value Fund and Emerging Countries Fund. In this capacity, Brandes,
subject to the supervision and control of ING Investments and the Trustees of
the Funds, on behalf of each Fund, manages each Fund's portfolio investments,
consistently with the Funds' investment objectives, and executes any of the
Funds' investment policies that it deems appropriate to utilize from time to
time. Fees payable under the Sub-Advisory Agreements accrue daily and are paid
monthly by ING Investments. Brandes' address

                                      138


is 11988 El Camino Real Ste. 500, P.O. Box 919048, San Diego, California 92130.
Charles Brandes, who controls the general partner of Brandes, serves as one of
the Managing Directors of Brandes.

          Pursuant to a Sub-Advisory Agreement dated December 7, 2005 between
ING Investments and HGI, HGI serves as the Sub-Adviser to International Capital
Appreciation Fund. In this capacity, HGI, subject to the supervision and control
of ING Investments and the Trustees of the Fund, on behalf of the Fund, manages
the Fund's portfolio investments consistently with the Fund's investment
objective, and executes any of the Fund's investment policies that it deems
appropriate to utilize from time to time. HGI is located at 401 East Las Olas
Blvd., Suite 1700, Fort Lauderdale, FL 33301.


          Pursuant to a Sub-Advisory Agreement dated March 1, 2005 between ING
Investments and Acadian; a Sub-Advisory Agreement dated November 1, 2006 between
ING Investments and Batterymarch; and a Sub-Advisory Agreement dated December
17, 2007 between ING Investments and Schroder, Acadian, Batterymarch and
Schroder serve as the Sub-Advisers to International SmallCap Multi-Manager Fund.
The three sub-advisers act independently of each other and use their own
methodology for selecting investments. In this capacity, Acadian, Batterymarch
and Schroder, subject to the supervision and control of ING Investments and the
Trustees of the Fund, on behalf of the Fund, manage the Fund's portfolio
investments, consistent with the Fund's investment objective, and execute any of
the Fund's investment policies that they deem appropriate to utilize from time
to time. Acadian's address is One Post Office Square, Boston, MA 02109.
Batterymarch's address is John Hancock Tower, 200 Clarendon Street, 49th Floor,
Boston, MA 02116. Schroder's address is 31 Gresham Street, London EC2V 7QA,
England.


          Pursuant to Sub-Advisory Agreements dated May 25, 2006 and April 3,
2006 between ING Investments and Tradewinds, Tradewinds acts as Sub-Adviser to
Global Value Choice Fund and International Value Choice Fund, respectively. In
this capacity, Tradewinds, subject to the supervision and control of ING
Investments and the Trustees of the Funds, on behalf of the Funds, manages the
Funds' portfolio investments consistently with each Fund's investment objective
and executes the Funds' investment policies that it deems appropriate to utilize
from time to time. Fees payable under the Sub-Advisory Agreement accrue daily
and are paid monthly by ING Investments. The principal address of Tradewinds is
2049 Century Park East, 20th Floor, Los Angeles, California 90067. Tradewinds is
a professional investment counseling firm that provides services to investment
companies, employee benefit plans, endowments, foundations and other
institutions. Tradewinds is a subsidiary of Nuveen Investments, Inc. (Nuveen).
On November 13, 2007, Nuveen was acquired by investors led by Madison Dearborn
Partners, LLC ("MDP"). MDP is a private equity firm based in Chicago, Illinois.

          Merrill Lynch & Co. and affiliates ("Merrill Lynch"), as a significant
member of the MDP investor group, is now an "affiliated person" (as that term is
defined in the 1940 Act) of Tradewinds, the ING Global Value Choice Fund and the
ING International Value Choice Fund. As a result, the Funds are generally
prohibited from entering into principal transactions with Merrill Lynch and are
subject to other limitations in transacting with Merrill Lynch. Tradewinds and
the Funds do not believe that any such prohibition or limitations will have a
materially adverse effect on the Funds' ability to pursue their investment
objectives and policies.

Sub-Advisory Fee

          As compensation to each Sub-Adviser for its services, ING Investments
pays the Sub-Adviser a monthly fee in arrears equal to the following as a
percentage of the Fund's average daily net assets managed during the month:

Fund                                   Annual Sub-Advisory Fee/(1)/
------------------------------------   --------------------------------------------------------------------------------------
Asia-Pacific Real Estate               0.50% on the first $250 million of the Fund's daily net assets;
                                       0.45% on the next $250 million of the Fund's daily net assets; and
                                       0.40% thereafter

                                      139


Fund                                   Annual Sub-Advisory Fee/1/
------------------------------------   --------------------------------------------------------------------------------------
Disciplined International SmallCap     0.27% of the Fund's average daily net assets
Emerging Countries                     0.70% of the Fund's averaged daily net assets

Emerging Markets Fixed Income          0.35% on the first $250 million of the Fund's average daily net assets;
                                       0.30% on next $250 million of the Fund's average daily net assets; and
                                       0.25% of the Fund's average daily net assets in excess of $500 million

European Real Estate                   0.50% on the first $250 million of the Fund's daily net assets;
                                       0.45% on the next $250 million of the Fund's daily net assets; and
                                       0.40% thereafter

Foreign/2/                             0.45% on the first $500 million of the Fund's average daily net assets;
                                       When assets are greater than $500 million, the fee schedule resets as indicated below:
                                       0.40% on all assets

Global Bond                            0.18% of the Fund's average daily net assets

Global Equity Dividend                 0.20% of the Fund's average daily net assets

Global Natural Resources               0.4500% on the first $50 million of the Fund's average daily net assets; and
                                       0.3375% of the Fund's average daily net assets in excess of $50 million

Global Real Estate                     0.40% on the first $250 million of the Fund's average daily net assets;
                                       0.375% on the next $250 million of the Fund's average daily net assets; and
                                       0.35% of the Fund's average daily net assets in excess of $500 million

Global Value Choice                    0.50% of the Fund's average daily net assets

Greater China                          0.55% on the first $100 million of the Fund's average daily net assets;
                                       0.50% on the next $150 million of the Fund's average daily net assets; and
                                       0.45% of the Fund's average daily net assets in excess of $250 million

Index Plus International Equity        0.20% of the Fund's average daily net assets

International Equity Dividend          0.20% of the Fund's average daily net assets

International Growth Opportunities     0.4500% of the Fund's average daily net assets

International Capital Appreciation     0.45% on the first $500 million of the Fund's average daily net assets;
                                       0.40% on the next $500 million of the Fund's average daily net assets; and
                                       0.35% of the Fund's average daily net assets in excess of $1 billion

International Real Estate              0.50% on the first $250 million of the Fund's average daily net assets;
                                       0.45% on the next $250 million of the Fund's average daily net assets; and
                                       0.40% of the Fund's average daily net assets in excess of $500 million

International SmallCap Multi-          Acadian

                                      140


Fund                                   Annual Sub-Advisory Fee/1/
------------------------------------   --------------------------------------------------------------------------------------
Manager                                0.55% on the first $140 million of the Fund's average daily net assets;
                                       0.46% on the next $860 million of the Fund's average daily net assets; and
                                       0.425% of the Fund's average daily net assets in excess of $1 billion

                                       Batterymarch

                                       0.75% on the first $100 million of the Fund's average daily net assets,
                                       Once the assets reach $100 million, schedule resets to:
                                       0.85% on the first $25 million of the Fund's average daily net assets;
                                       0.70% on the next $75 million of the Fund's average daily net assets;
                                       0.60% on the next $100 million of the Fund's average daily net assets; and
                                       0.50% of the Fund's average daily net assets over $200 million

                                       Schroder

                                       0.65% on first $200 million of the Fund's average daily net assets;
                                       0.60% on the next $200 million of the Fund's average daily net assets; and
                                       0.55% of the Fund's average daily net assets in excess of $400 million

International Value                    0.50% of the Fund's average daily net assets

International Value Choice             0.50% on the initial $300 million of the Fund's average daily net assets; and
                                       0.55% of the Fund's average daily net assets thereafter on any aggregate asset level

International Value Opportunities      0.25% on the first $1 billion;
                                       0.20% thereafter

Russia                                 0.60% of the Fund's average daily net assets

/(1)/ To seek to achieve a return on uninvested cash or for other reasons, a
     Portfolio may invest its assets in ING Institutional Prime Money Market
     Fund and/or one or more other money market funds advised by ING affiliates
     ("ING Money Market Funds"). A Portfolio's purchase of shares of an ING
     Money Market Fund will result in the Portfolio paying a proportionate share
     of the expenses of the ING Money Market Fund. The Portfolio's Sub-Adviser
     will waive its fee in an amount equal to the sub-advisory fee received by
     the sub-adviser of the ING Money Market Fund in which the Portfolio invests
     resulting from the Portfolio's investment into the ING Money Market Fund.


/(2)/ Assets aggregated with ING Julius Baer Foreign Portfolio, which is not a
     party to this agreement, to determine fees.

Total Sub-Advisory Fees Paid by ING Investments


     For the fiscal years ended October 31, 2007, 2006 and 2005, ING Investments
paid the Sub-Advisers, sub-advisory fees as follows:

                                      141


                                   October 31,


               Fund                        2007               2006              2005
------------------------------------   -----------        -----------       -----------
Asia-Pacific Real Estate/(1)/                  N/A                N/A               N/A
Disciplined International SmallCap     $   465,794/(2)/           N/A               N/A
Emerging Countries                     $ 1,913,142        $ 1,242,050       $   755,111/(3)/
Emerging Markets Fixed Income          $   470,908        $    33,690/(4)/          N/A
European Real Estate/(1)/                      N/A                N/A               N/A
Foreign                                $ 2,439,557        $ 1,535,009       $   814,851
Global Bond                            $    48,290        $    15,005/(5)/          N/A
Global Equity Dividend                 $   674,987        $   361,053       $   181,515
Global Natural Resources               $   498,663        $   462,222       $   339,087
Global Value Choice                    $   493,265        $   425,037       $   451,283
Global Real Estate                     $ 4,339,774        $ 1,401,755       $   687,519
Greater China                          $   283,429        $    90,305/(4)/          N/A
Index Plus International Equity        $   209,013        $   100,045/(4)/          N/A
International Capital Appreciation     $   421,735        $   125,439/(4)/          N/A
International Equity Dividend          $    20,118/(6)/           N/A               N/A
International Growth Opportunities     $   599,777        $   576,335       $   516,579
International Real Estate              $ 1,495,798        $   117,682/(7)/          N/A
International SmallCap Multi-Manager   $ 4,511,898        $ 2,278,423       $ 1,689,270/(8)/
International Value                    $26,462,479        $22,484,597       $20,365,450
International Value Choice             $   451,160        $   173,936       $    21,608/(9)/
International Value Opportunities      $    17,176/(10)/          N/A               N/A
Russia                                 $ 5,213,754        $ 3,455,105       $ 1,251,368


----------
/(1)/ Asia-Pacific Real Estate Fund and European Real Estate Fund had not
     commenced operations as of October 31, 2007, therefore, no sub-advisory
     fees were paid as of that date.

/(2)/ Disciplined International SmallCap Fund commenced operations on December
     20, 2006. Reflects the ten-month period from December 20, 2006 through
     October 31, 2007.

/(3)/ Prior to March 1, 2005, Emerging Countries Fund was managed by a different
     sub-adviser. From December 5, 2002 to March 1, 2005, Emerging Countries
     Fund was sub-advised by ING Investment Management Advisors B.V.

/(4)/ Emerging Markets Fixed Income Fund, Greater China Fund, Index Plus
     International Equity Fund, and International Capital Appreciation Fund
     commenced operations on December 21, 2005. Reflects the ten-month period
     from December 21, 2005 to October 31, 2006.

/(5)/ Global Bond Fund commenced operations on June 30, 2006. Reflects the
     four-month period from June 30, 2006 to October 31, 2006.

/(6)/ International Equity Dividend Fund commenced operations on June 28, 2007.
     Reflects the four-month period from June 28, 2007 through October 31, 2007.

/(7)/ International Real Estate Fund commenced operations on February 28, 2006.
     Refelcts the eight-month period from February 28, 2006 to October 31, 2006.

/(8)/ Prior to February 1, 2005, International SmallCap Multi-Manager Fund was
     managed by a different sub-adviser. From September 1, 2000 to March, 1,
     2005, International SmallCap Multi-Manager Fund was sub-advised by
     Nicholas-Applegate Capital Management.

/(9)/ International Value Choice Fund commenced operations on February 1, 2005.
     Reflects the eight-month period from February 1, 2005 to October 31, 2005.

/(10)/ International Value Opportunities Fund had commenced operations on
     February 28, 2007. Reflects the eight-month period from February 28, 2007
     through October 31, 2007.


                               PORTFOLIO MANAGERS


ING Asia-Pacific Real Estate Fund

Sub-Advised by ING Clarion Real Estate Securities L.P.

Other Managed Accounts

                                      142


     The following table shows the number of accounts and total assets in the
accounts managed by the portfolio managers as of October 31, 2007:


                       Registered Investment      Other Pooled Investment
                              Companies                   Vehicles                 Other Accounts
                     -------------------------   -------------------------   -------------------------
                     Number of    Total Assets   Number of    Total Assets   Number of   Total Assets
Portfolio Manager     Accounts   (in millions)    Accounts   (in millions)   Accounts*   (in millions)
------------------   ---------   -------------   ---------   -------------   ---------   -------------
Steven D. Burton         16         $13,006           1           $ 27           39          $1,676
T. Ritson Ferguson       19         $14,434          11           $872           61          $2,376


*    There are no accounts for which an advisory fee is based on performance.

Potential Material Conflicts of Interest

     A portfolio manager may be subject to potential conflicts of interest
because the portfolio manager is responsible for other accounts in addition to
the Fund. These other accounts may include, among others, other mutual funds,
separately managed advisory accounts, commingled trust accounts, insurance
separate accounts, wrap fee programs and hedge funds. Potential conflicts may
arise out of the implementation of differing investment strategies for a
portfolio manager's various accounts, the allocation of investment opportunities
among those accounts or differences in the advisory fees paid by the portfolio
manager's accounts.

     A potential conflict of interest may arise as a result of a portfolio
manager's responsibility for multiple accounts with similar investment
guidelines. Under these circumstances, a potential investment may be suitable
for more than one of the portfolio manager's accounts, but the quantity of the
investment available for purchase is less than the aggregate amount the accounts
would ideally devote to the opportunity. Similar conflicts may arise when
multiple accounts seek to dispose of the same investment.

     A portfolio manager may also manage accounts whose objectives and policies
differ from those of the Fund. These differences may be such that under certain
circumstances, trading activity appropriate for one account managed by the
portfolio manager may have adverse consequences for another account managed by
the portfolio manager. For example, if an account were to sell a significant
position in a security, which could cause the market price of that security to
decrease, while the Fund maintained its position in that security.

     A potential conflict may arise when a portfolio manager is responsible for
accounts that have different advisory fees - the difference in the fees may
create an incentive for the portfolio manager to favor one account over another,
for example, in terms of access to particularly appealing investment
opportunities. This conflict may be heightened where an account is subject to a
performance-based fee.

Compensation

     There are three pieces of compensation for portfolio managers - fixed-based
salary, bonus and deferred compensation. Fixed-based salary is set and market
competitive. Bonus and deferred compensation is based upon a variety of factors,
one of which is performance across all accounts.

Ownership of Securities

     The following table shows the dollar range of shares of the Fund owned by
each portfolio manager as of October 31, 2007, including investments by their
immediate family members and amounts invested through retirement and deferred
compensation plans.

                                      143



Portfolio Manager    Dollar Range of Fund Shares Owned/(1)/
------------------   --------------------------------------
Steven D. Burton                       N/A
T. Ritson Ferguson                     N/A


/(1)/ As of October 31, 2007, the Fund had not commenced operations.

Disciplined International SmallCap

Sub-Advised by ING Investment Management Co.

Other Accounts Managed

     The following table shows the number of accounts and total assets in the
accounts managed by the portfolio managers as of October 31, 2007:


                         Registered Investment       Other Pooled Investment
                               Companies                    Vehicles                 Other Accounts
                      ---------------------------   ------------------------   --------------------------
                      Number of                     Number of                  Number of
Portfolio Manager     Accounts      Total Assets     Accounts   Total Assets   Accounts*    Total Assets
-------------------   ---------   ---------------   ---------   ------------   ---------   --------------
Omar Aguilar, Ph.D.       66      $10,161,587,439       11      $777,087,621       35      $5,517,857,658
Vincent Costa, CFA        66      $10,161,587,439       11      $777,087,621       35      $5,517,857,658


*    2 accounts with assets of $71,827,356 are subject to a performance fee.

Potential Material Conflicts of Interest

     The portfolio managers may be subject to potential conflicts of interest
because the portfolio managers are responsible for other accounts in addition to
the Fund. These other accounts may include, among others, other mutual funds,
separately managed advisory accounts, commingled trust accounts, insurance
separate accounts, wrap fee programs and hedge funds. Potential conflicts may
arise out of the implementation of differing investment strategies for the
portfolio managers' various accounts, the allocation of investment opportunities
among those accounts or differences in the advisory fees paid by the portfolio
managers' accounts.

     A potential conflict of interest may arise as a result of the portfolio
managers' responsibility for multiple accounts with similar investment
guidelines. Under these circumstances, a potential investment may be suitable
for more than one of the portfolio manager's accounts, but the quantity of the
investment available for purchase is less than the aggregate amount the accounts
would ideally devote to the opportunity. Similar conflicts may arise when
multiple accounts seek to dispose of the same investment.

     A portfolio manager may also manage accounts whose objectives and policies
differ from those of the Fund. These differences may be such that under certain
circumstances, trading activity appropriate for one account managed by the
portfolio manager may have adverse consequences for another account managed by
the portfolio manager. For example, if an account were to sell a significant
position in a security, which could cause the market price of that security to
decrease, while the Fund maintained its position in that security.

     A potential conflict may arise when a portfolio manager is responsible for
accounts that have different advisory fees - the difference in the fees may
create an incentive for the portfolio manager to favor one account over another,
for example, in terms of access to particularly appealing investment
opportunities. This conflict may be heightened where an account is subject to a
performance-based fee.

     As part of its compliance program, ING IM has adopted policies and
procedures reasonably designed to address the potential conflicts of interest
described above.

     Finally, a potential conflict of interest may arise because the investment
mandates for certain other accounts, such as hedge funds, may allow extensive
use of short sales, which, in theory, could allow them to enter into short
positions in securities where other accounts hold long positions. ING IM has
policies and

                                      144


procedures reasonably designed to limit and monitor short sales by the other
accounts to avoid harm to the Fund.

Compensation

     Compensation consists of (a) fixed base salary; (b) bonus which is based on
ING IM performance, three- and five-year pre-tax performance of the accounts the
portfolio managers are primarily and jointly responsible for relative to account
benchmarks and peer universe performance, and revenue growth of the accounts
they are responsible for; and (c) long-term equity awards tied to the
performance of our parent company, ING Groep.

     The Portfolio Managers are also eligible to participate in an annual cash
incentive plan. The overall design of the ING IM annual incentive plan was
developed to closely tie pay to performance, structured in such a way as to
drive performance and promote retention of top talent. As with base salary
compensation, individual target awards are determined and set based on external
market data and internal comparators. Investment performance is measured on both
relative and absolute performance in all areas. The relevant index is the Lehman
Brothers Global Aggregate Index and, where applicable, peer groups including but
not limited to Russell, Morningstar, Lipper and Lehman and set performance goals
to appropriately reflect requirements for each investment team. The measures for
each team are outlined on a "scorecard" that is reviewed on an annual basis.
These scorecards reflect a comprehensive approach to measuring investment
performance versus both benchmarks and peer groups over one and three year
periods and year-to-date net cash flow (changes in the accounts' net assets not
attributable in the value of the accounts' investments) for all accounts managed
by the team. The results for overall IIM scorecards are calculated on an asset
weighted performance basis of the individual team scorecards.

     Investment professionals' performance measures for bonus determinations are
weighted by 25% being attributable to the overall ING IM performance and 75%
attributable to their specific team results (60% investment performance and 15%
net cash flow).

     Based on job function, internal comparators and external market data,
portfolio managers participate in the ING Long-Term Incentive Plan. Plan awards
are based on the current year's performance as defined by the ING IM component
of the annual incentive plan. The awards vest in three years and are paid in a
combination of ING restricted stock, stock options and restricted performance
units.

     Portfolio Managers whose fixed base salary compensation exceeds a
particular threshold may participate in ING's deferred compensation plan. The
plan provides an opportunity to invest deferred amounts of compensation in
mutual funds, ING stock or at an annual fixed interest rate. Deferral elections
are done on an annual basis and the amount of compensation deferred is
irrevocable.

Ownership of Securities

     The following table shows the dollar range of shares of the Fund owned by
the portfolio manager as of October 31, 2007 including investments by his
immediate family members and amounts invested through retirement and deferred
compensation plans.


Portfolio Manager     Dollar Range of Fund Shares Owned
-------------------   ---------------------------------
Omar Aguilar, Ph.D.                  None
Vincent Costa, CFA                   None


Emerging Countries Fund

Sub-Advised by Brandes Investment Partners, L.P.

Other Accounts Managed

                                      145


The following table shows the number of accounts and total assets in the
accounts managed by the portfolio managers as of December 31, 2007:

Portfolio Manager


                        Registered Investment       Other Pooled Investment
                              Companies                   Vehicles               Other Accounts
                        ------------------------  -------------------------  -------------------------
                        Number of   Total Assets   Number of   Total Assets   Number of   Total Assets
Portfolio Manager       Accounts   (in millions)   Accounts   (in millions)  Accounts*   (in millions)
----------------------  ---------  -------------  ----------  -------------  ---------   -------------
Alphonse H.L. Chan          1           $298           4           $431          291          $1,009
Christopher J. Garrett      1           $298           4           $431          291          $1,009
Gerardo Zamorano            1           $298           4           $431          291          $1,009
Greg Rippel                 1           $298           4           $431          291          $1,009
Douglas Edman               1           $298           4           $431          291          $1,009
Steven Leonard              1           $298           4           $431          291          $1,009


*    Of these Other Accounts, none receive an advisory fee b ased on performance
     of the account.

Potential Material Conflicts of Interest


     For a small number of accounts, Brandes may be compensated based on the
profitability of the account, such as by a performance-based management fee.
These incentive compensation structures may create a conflict of interest for
Brandes with regard to other accounts where the Adviser is paid based on a
percentage of assets in that the portfolio manager may have an incentive to
allocate securities preferentially to the accounts where Brandes might share in
investment gains. In order to address these potential conflicts, Brandes'
investment decision-making and trade allocation policies and procedures are
designed to ensure that none of Brandes' clients are disadvantaged in Brandes'
management of accounts. Additionally, Brandes' internal controls are tested on a
routine schedule as part of the firm's Compliance Monitoring Program.


     Investment Opportunities. It is possible that at times identical securities
will be held by more than one fund and/or account. If the Emerging Markets
Investment Committee identifies a limited investment opportunity that may be
suitable for more than one Fund or other account, a Fund may not be able to take
full advantage of that opportunity due to an allocation of filled purchase or
sale orders across all eligible Funds and other accounts. To deal with these
situations, Brandes has adopted procedures for allocating portfolio transactions
across multiple accounts. For client accounts, including the Fund, that are able
to participate in aggregated transactions, Brandes utilizes a rotational trading
system to execute client transactions in order to provide, over the long-run,
fair treatment for each client account.

     Investment in the Fund. Members of the Emerging Markets Investment
Committee may invest in a fund or other account that they are involved in the
management of and a conflict may arise where they may therefore have an
incentive to treat the fund that they invest in preferentially as compared to
other accounts. In order to address this potential conflict, Brandes' investment
decision-making and trade allocation policies and procedures are designed to
ensure that none of Brandes' clients are disadvantaged in Brandes' management of
accounts.

Compensation

The firm's compensation structure for portfolio managers/analysts is three-fold:

          .    Competitive base salaries

          .    Participation in an annual bonus plan

          .    Eligibility for participation in the firm's equity through
               partnership or phantom equity

     Compensation is fixed. Participation in the annual bonus plan is linked to
a number of qualitative and quantitative evaluation criteria. The criteria
include research productivity, performance of portfolio

                                       146


management professionals, and the attainment of client service goals. There is
no difference in the methodology of compensation in connection with the other
accounts.

Ownership of Securities

     The following table shows the dollar range of shares of the Fund owned by
each portfolio manager as of October 31, 2007, including investments by their
immediate family members and amounts invested through retirement and deferred
compensation plans.


Portfolio Manager       Dollar Range of Fund Shares Owned
----------------------  ---------------------------------
Alphonse H.L. Chan               $1-$10,000
Christopher J. Garrett              None
Gerardo Zamorano                    None
Greg Rippel                         None
Douglas Edman                       None
Steven Leonard                      None


Emerging Markets Fixed Income Fund

Sub-Advised by ING Investment Management Advisors B.V.

Other Accounts Managed

     The following table shows the number of accounts and total assets in the
accounts managed by each portfolio manager as of October 31, 2007:

                                      147



                     Registered Investment     Other Pooled Investment
                          Companies                  Vehicles                Other Accounts
                   ------------------------  -------------------------  -----------------------
                   Number of                 Number of                  Number of
Portfolio Manager   Accounts   Total Assets   Accounts   Total Assets   Accounts*  Total Assets
-----------------  ---------  -------------  ---------  --------------  ---------  ------------
Daniel Eustaquio       3       $625,000,000     11      $9,408,000,000      1      $211,000,000
Gorky Urquieta         3       $625,000,000     11      $9,408,000,000      1      $211,000,000


*    None of the accounts managed are subject to performance fees.

Potential Material Conflicts of Interest

     IIMA's investment teams are responsible for managing and executing trades
on behalf of multiple clients including other registered funds, legal entities,
other accounts including proprietary accounts, separate accounts and other
pooled investment vehicles. An investment team may manage a portfolio or
separate account, which may have materially higher fee arrangements than the
Fund and may also have a performance based fee. The management of multiple Funds
and/or other accounts may raise potential conflicts of interest relating to the
allocation of investment opportunities and the aggregation and allocation of
trades. IIMA has adopted compliance procedures which are reasonably designed to
address these types of conflicts.

Compensation

     Within INGIM Europe, the portfolio managers' compensation typically
consists of a base salary and a bonus which is based on INGIM Europe's (IIMA is
one of the legal entities of INGIM Europe) performance as well as 1 year and 3
year pre-tax performance of the accounts the portfolio managers are primarily
and jointly responsible for relative to account benchmarks performance. In
addition, the portfolio managers are offered long-term equity awards, such as
stocks and/or stock options, which are tied to the performance of the
Sub-Adviser's parent company, ING Groep.

     Portfolio managers are eligible to participate in an annual incentive plan.
The overall design of the INGIM Europe annual incentive plan was developed to
closely tie compensation to performance, structured in such a way as to drive
performance and promote retention of top talent. As with base salary
compensation, individual target awards are determined and set based on external
market data and internal comparators. INGIM Europe has defined indices and set
performance goals to appropriately reflect requirements for each investment
team. The measures for the team are outlined on a "scorecard" that is reviewed
on an annual basis. These scorecards reflect a comprehensive approach to
measuring investment performance versus benchmark(s) over a one year period. The
results for overall INGIM Europe scorecards are calculated based on an asset
weighted performance basis of the individual team scorecards.

     Investment professionals' performance measures for bonus determinations are
typically weighted by 20% being attributable to the overall INGIM Europe
performance and 80% attributable to their specific team results.

     The portfolio managers also participate in ING's Pension and Retirement
plans, which are available to almost all salaried employees in the firm.

Ownership of Securities

     The following table shows the dollar range of shares of the Fund owned by
each portfolio manager as of October 31, 2007, including investments by their
immediate family members and amounts invested through retirement and deferred
compensation plans:

                                      148



Portfolio Manager  Dollar Range of Fund Shares Owned
-----------------  ---------------------------------
Daniel Eustaquio                  None
Gorky Urquieta                    None


ING European Real Estate Fund

Sub-Advised by ING Clarion Real Estate Securities L.P.

Other Managed Accounts

The following table shows the number of accounts and total assets in the
accounts managed by the portfolio managers as of October 31, 2007:


                     Registered Investment    Other Pooled Investment
                          Companies                  Vehicles                Other Accounts
                    ------------------------  ------------------------  ------------------------
                    Number of  Total Assets   Number of  Total Assets   Number of  Total Assets
Portfolio Manager   Accounts   (in millions)  Accounts   (in millions)  Accounts*  (in millions)
------------------  ---------  -------------  ---------  -------------  ---------  -------------
Steven D. Burton       16         $13,006         1         $ 27           39         $1,676
T. Ritson Ferguson     19         $14,434        11         $872           61         $2,376


*    There are no accounts for which an advisory fee is based on performance.

Potential Material Conflicts of Interest

     A portfolio manager may be subject to potential conflicts of interest
because the portfolio manager is responsible for other accounts in addition to
the Fund. These other accounts may include, among others, other mutual funds,
separately managed advisory accounts, commingled trust accounts, insurance
separate accounts, wrap fee programs and hedge funds. Potential conflicts may
arise out of the implementation of differing investment strategies for a
portfolio manager's various accounts, the allocation of investment opportunities
among those accounts or differences in the advisory fees paid by the portfolio
manager's accounts.

     A potential conflict of interest may arise as a result of a portfolio
manager's responsibility for multiple accounts with similar investment
guidelines. Under these circumstances, a potential investment may be suitable
for more than one of the portfolio manager's accounts, but the quantity of the
investment available for purchase is less than the aggregate amount the accounts
would ideally devote to the opportunity. Similar conflicts may arise when
multiple accounts seek to dispose of the same investment.

     A portfolio manager may also manage accounts whose objectives and policies
differ from those of the Fund. These differences may be such that under certain
circumstances, trading activity appropriate for one account managed by the
portfolio manager may have adverse consequences for another account managed by
the portfolio manager. For example, if an account were to sell a significant
position in a security, which could cause the market price of that security to
decrease, while the Fund maintained its position in that security.

     A potential conflict may arise when a portfolio manager is responsible for
accounts that have different advisory fees - the difference in the fees may
create an incentive for the portfolio manager to favor one account over another,
for example, in terms of access to particularly appealing investment
opportunities. This conflict may be heightened where an account is subject to a
performance-based fee.

Compensation

     There are three pieces of compensation for portfolio managers - fixed-based
salary, bonus and deferred compensation. Fixed-based salary is set and market
competitive. Bonus and deferred compensation is based upon a variety of factors,
one of which is performance across all accounts.

                                      149


Ownership of Securities

     The following table shows the dollar range of shares of the Fund owned by
yeach portfolio manager as of October 31, 2007, including investments by their
immediate family members and amounts invested through retirement and deferred
compensation plans.

Portfolio Manager   Dollar Range of Fund Shares Owned/(1)/
------------------  --------------------------------------
Steven D. Burton                    N/A
T. Ritson Ferguson                  N/A

/(1)/ As of October 31, 2007, the Fund had not commenced operations.

Foreign Fund

Sub-Advised by Julius Baer Investment Management, LLC

Other Accounts Managed

     The following table shows the number of accounts and total assets in the
accounts managed by the portfolio managers as of October 31, 2007:


                            Registered Investment       Other Pooled Investment
                                  Companies                   Vehicles                   Other Accounts
                          --------------------------  -------------------------  ---------------------------
                          Number of   Total Assets    Number of   Total Assets   Number of    Total Assets
Portfolio Manager         Accounts*   (in millions)   Accounts   (in millions)*  Accounts**   (in millions)
------------------------  ---------  ---------------  ---------  --------------  ----------  ---------------
Rudolph-Riad Younes, CFA     10      $40,969,778,798     11      $9,559,858,660     81       $21,279,670,758
Richard Pell                 10      $41,785,986,679     11      $9,519,181,124     76       $20,757,627,678



*    The number of accounts and total assets includes the ING Funds that Julius
     Baer Investment Management, LLC sub-advises.

**   4 accounts with assets of $2,068,013,261 are subject to a performance fee.


Potential Conflicts of Interest

     As Messrs. Younes and Pell share in the profits of JBIM, the conflict is
that these portfolio managers may have an incentive to allocate securities
preferentially to the accounts where JBIM might share in the investment gains.
In addition, they may have an incentive to allocate securities preferentially to
the accounts for which JBIM receives higher investment advisory fee based on the
assets under management. In order to address these potential conflicts, JBIM's
investment decision-making and trade allocation policies and procedures are
designed to ensure that none of JBIM's clients are disadvantaged in JBIM's
management of accounts. Additionally, JBIM's internal controls are tested on a
routine schedule as part of the firm's Compliance Monitoring Program.

Compensation

                                                                           Differences the Methodology of
                                                                             Compensation with Other
                                                                           Accounts Managed (relates to
                                                                               the "Other Accounts"
                     Structure of Compensation       Specific Criteria     mentioned in the chart above
                     ----------------------------  ----------------------  ------------------------------
Rudolph-Riad Younes             Salary               Fixed Compensation               None
                            Profit Sharing           Fixed Compensation
                                 Bonus             Individual Performance
                         Deferred Compensation       Fixed Compensation
                     Employee Stock Purchase Plan          Tenure
                         Pension/401(k) Plans              Tenure
                           Retirement Plans                Tenure

                                     150


                                                                           Differences the Methodology of
                                                                             Compensation with Other
                                                                           Accounts Managed (relates to
                                                                               the "Other Accounts"
                     Structure of Compensation       Specific Criteria     mentioned in the chart above
                     ----------------------------  ----------------------  ------------------------------
Richard Pell                   Salary               Fixed Compensation               None
                            Profit Sharing           Fixed Compensation
                                 Bonus             Individual Performance
                         Deferred Compensation       Fixed Compensation
                     Employee Stock Purchase Plan          Tenure
                         Pension/401(k) Plans              Tenure
                           Retirement Plans                Tenure

Ownership of Securities

     The following table shows the dollar range of shares of the Fund owned by
each portfolio manager as of October 31, 2007, including investments by their
immediate family members and amounts invested through retirement and deferred
compensation plans.

Portfolio Manager         Dollar Range of Fund Shares Owned
------------------------  ---------------------------------
Rudolph-Riad Younes, CFA                  None
Richard Pell                              None

Global Bond Fund

Sub-Advised by ING Investment Management Co.

Other Accounts Managed

     The following table shows the number of accounts and total assets in the
accounts managed by the portfolio manager as of October 31, 2007:


                      Registered Investment     Other Pooled Investment
                            Companies                  Vehicles                Other Accounts
                    -------------------------  -------------------------  --------------------------
                    Number of                  Number of                  Number of
portfolio manager   Accounts    Total Assets    Accounts  Total Assets    Accounts*   Total Assets
------------------  ---------  --------------  ---------  --------------  ---------  ---------------
James B. Kauffmann     44      $7,731,163,734     29      $5,451,650,875      31     $10,157,485,119



*    2 accounts with assets of $391,567,854 are subject to a performance fee.


Potential Material Conflicts of Interest

     The portfolio manager may be subject to potential conflicts of interest
because the portfolio manager is responsible for other accounts in addition to
the Fund. These other accounts may include, among others, other mutual funds,
separately managed advisory accounts, commingled trust accounts, insurance
separate accounts, wrap fee programs and hedge funds. Potential conflicts may
arise out of the implementation of differing investment strategies for the
portfolio manager's various accounts, the allocation of investment opportunities
among those accounts or differences in the advisory fees paid by the portfolio
manager's accounts.

     A potential conflict of interest may arise as a result of the portfolio
manager's responsibility for multiple accounts with similar investment
guidelines. Under these circumstances, a potential investment may be suitable
for more than one of the portfolio manager's accounts, but the quantity of the
investment available for purchase is less than the aggregate amount the accounts
would ideally devote to the opportunity. Similar conflicts may arise when
multiple accounts seek to dispose of the same investment.

                                       151


     A portfolio manager may also manage accounts whose objectives and policies
differ from those of the Fund. These differences may be such that under certain
circumstances, trading activity appropriate for one account managed by the
portfolio manager may have adverse consequences for another account managed by
the portfolio manager. For example, if an account were to sell a significant
position in a security, which could cause the market price of that security to
decrease, while the Fund maintained its position in that security.

     A potential conflict may arise when a portfolio manager is responsible for
accounts that have different advisory fees - the difference in the fees may
create an incentive for the portfolio manager to favor one account over another,
for example, in terms of access to particularly appealing investment
opportunities. This conflict may be heightened where an account is subject to a
performance-based fee.

     As part of its compliance program, ING IM has adopted policies and
procedures reasonably designed to address the potential conflicts of interest
described above.

     Finally, a potential conflict of interest may arise because the investment
mandates for certain other accounts, such as hedge funds, may allow extensive
use of short sales, which, in theory, could allow them to enter into short
positions in securities where other accounts hold long positions. ING IM has
policies and procedures reasonably designed to limit and monitor short sales by
the other accounts to avoid harm to the Fund.

Compensation

     Compensation consists of (a) fixed base salary; (b) bonus which is based on
ING IM performance, three- and five-year pre-tax performance of the accounts the
portfolio managers are primarily and jointly responsible for relative to account
benchmarks and peer universe performance, and revenue growth of the accounts
they are responsible for; and (c) long-term equity awards tied to the
performance of our parent company, ING Groep.

     The Portfolio Manager is also eligible to participate in an annual cash
incentive plan. The overall design of the ING IM annual incentive plan was
developed to closely tie pay to performance, structured in such a way as to
drive performance and promote retention of top talent. As with base salary
compensation, individual target awards are determined and set based on external
market data and internal comparators. Investment performance is measured on both
relative and absolute performance in all areas. The relevant index is the Lehman
Brothers Global Aggregate Index and, where applicable, peer groups including but
not limited to Russell, Morningstar, Lipper and Lehman and set performance goals
to appropriately reflect requirements for each investment team. The measures for
each team are outlined on a "scorecard" that is reviewed on an annual basis.
These scorecards reflect a comprehensive approach to measuring investment
performance versus both benchmarks and peer groups over one and three year
periods and year-to-date net cash flow (changes in the accounts' net assets not
attributable in the value of the accounts' investments) for all accounts managed
by the team. The results for overall IIM scorecards are calculated on an asset
weighted performance basis of the individual team scorecards.

     Investment professionals' performance measures for bonus determinations are
weighted by 25% being attributable to the overall ING IM performance and 75%
attributable to their specific team results (60% investment performance and 15%
net cash flow).

     Based on job function, internal comparators and external market data,
portfolio managers participate in the ING Long-Term Incentive Plan. Plan awards
are based on the current year's performance as defined by the ING IM component
of the annual incentive plan. The awards vest in three years and are paid in a
combination of ING restricted stock, stock options and restricted performance
units.

     Portfolio Manager's whose fixed base salary compensation exceeds a
particular threshold may participate in ING's deferred compensation plan. The
plan provides an opportunity to invest deferred amounts of compensation in
mutual funds, ING stock or at an annual fixed interest rate. Deferral elections
are done on an annual basis and the amount of compensation deferred is
irrevocable.

                                       152


     Ownership of Securities

          The following table shows the dollar range of shares of the Fund owned
     by the portfolio manager as of October 31, 2007 including investments by
     his immediate family members and amounts invested through retirement and
     deferred compensation plans.


Portfolio Manager    Dollar Range of Fund Shares Owned
------------------   ---------------------------------
James B. Kauffmann                 None


     Global Equity Dividend Fund


     Sub-Advised by ING Investment Management Advisors B.V.


     Other Accounts Managed


     The following table shows the number of accounts and total assets in the
accounts managed by each portfolio manager as of October 31, 2007:



                     Registered Investment Companies     Other Pooled Investment Vehicles              Other Accounts
                    ----------------------------------  ----------------------------------  ---------------------------------
Portfolio Manager   Number of Accounts   Total Assets   Number of Accounts   Total Assets   Number of Accounts*  Total Assets
-----------------   ------------------  --------------  ------------------  --------------  -------------------  ------------
Nicholas Simar              2           $2,778,000,000          0           $            0           2           $171,000,000
Moudy El Khodr              8           $4,484,000,000          2           $1,895,000,000           5           $475,000,000
Kris Hermie                 8           $4,484,000,000          2           $1,895,000,000           5           $475,000,000


*    None of the accounts managed are subject to performance fees.

Potential Material Conflicts of Interest

     IIMA's investment teams are responsible for managing and executing trades
on behalf of multiple clients including other registered funds, legal entities,
other accounts including proprietary accounts, separate accounts and other
pooled investment vehicles. An investment team may manage a portfolio or
separate account, which may have materially higher fee arrangements than the
Fund and may also have a performance based fee. The management of multiple Funds
and/or other accounts may raise potential conflicts of interest relating to the
allocation of investment opportunities and the aggregation and allocation of
trades. IIMA has adopted compliance procedures which are reasonably designed to
address these types of conflicts.

Compensation

     Within INGIM Europe, the portfolio managers' compensation typically
consists of a base salary and a bonus which is based on INGIM Europe's (IIMA is
one of the legal entities of ING IM Europe) performance as well as 1 year and 3
year pre-tax performance of the accounts the portfolio managers are primarily
and jointly responsible for relative to account benchmarks performance. In
addition, the portfolio managers are offered long-term equity awards, such as
stocks and/or stocks options, which are tied to the performance of the
Sub-Adviser's parent company, ING Groep.

     Portfolio managers are eligible to participate in an annual incentive plan.
The overall design of the INGIM Europe annual incentive plan was developed to
closely tie compensation to performance, structured in such a way as to drive
performance and promote retention of top talent. As with base salary
compensation, individual target awards are determined and set based on external
market data and internal comparators. INGIM Europe has defined indices and set
performance goals to appropriately reflect requirements for each investment
team. The measures for each team are outlined on a "scorecard" that is reviewed
on an annual

                                      153


basis. These scorecards reflect a comprehensive approach to measuring investment
performance versus both benchmark(s) over a one year period. The results for
overall INGIM Europe scorecards are calculated based on an asset weighted
performance basis of the individual team scorecards.

     Investment professionals' performance measures for bonus determinations are
typically weighted by 20% being attributable to the overall INGIM Europe
performance and 80% attributable to their specific team results.

     The portfolio managers also participate in ING's Pension and Retirement
plans, which are available to almost all salaried employees in the firm.

Ownership of Securities

     The following table shows the dollar range of shares of the Fund owned by
each portfolio manager as of October 31, 2007, including investments by their
immediate family members and amounts invested through retirement and deferred
compensation plans:


Portfolio Manager   Dollar Range of Fund Shares Owned
-----------------   ---------------------------------
Nicholas Simar                     None
Moudy El Khodr                     None
Kris Hermie                        None


Global Natural Resources Fund

Sub-Advised by ING Investment Management Co.

Other Accounts Managed

     The following table shows the number of accounts and total assets in the
accounts managed by the portfolio manager as of October 31, 2007:


                          Registered Investment Companies    Other Pooled Investment Vehicles            Other Accounts
                        ----------------------------------  ---------------------------------  ----------------------------------
                                             Total Assets                        Total Assets                        Total Assets
Portfolio Manager       Number of Accounts  (in billions)   Number of Accounts  (in billions)  Number of Accounts*  (in billions)
----------------------  ------------------  --------------  ------------------  -------------  -------------------  -------------
James A. Vail, CFA              3           $1,721,984,051          1            $31,450,060            1              $99,583
David Powers, CFA/(1)/          2           $1,255,216,103          1            $31,450,060            1              $99,583


*    There are no accounts for which an advisory fee is based on performance.


/(1)/ David Powers began co-managing the accounts referenced above on or about
     December 31, 2007, which had the assets listed as of October 31, 2007, the
     Fund's fiscal year end.


Potential Material Conflicts of Interest

     A portfolio manager may be subject to potential conflicts of interest
because the portfolio manager is responsible for other accounts in addition to
the Fund. These other accounts may include, among others, other mutual funds,
separately managed advisory accounts, commingled trust accounts, insurance
separate accounts, wrap fee programs and hedge funds. Potential conflicts may
arise out of the implementation of differing investment strategies for the
portfolio manager's various accounts, the allocation of investment opportunities
among those accounts or differences in the advisory fees paid by the portfolio
manager's accounts.

     A potential conflict of interest may arise as a result of the portfolio
manager's responsibility for multiple accounts with similar investment
guidelines. Under these circumstances, a potential investment may be suitable
for more than one of the portfolio manager's accounts, but the quantity of the
investment available for

                                      154


purchase is less than the aggregate amount the accounts would ideally devote to
the opportunity. Similar conflicts may arise when multiple accounts seek to
dispose of the same investment.

     A portfolio manager may also manage accounts whose objectives and policies
differ from those of the Fund. These differences may be such that under certain
circumstances, trading activity appropriate for one account managed by the
portfolio manager may have adverse consequences for another account managed by
the portfolio manager. For example, if an account were to sell a significant
position in a security, which could cause the market price of that security to
decrease, while the Fund maintained its position in that security.

     A potential conflict may arise when a portfolio manager is responsible for
accounts that have different advisory fees - the difference in the fees may
create an incentive for the portfolio manager to favor one account over another,
for example, in terms of access to particularly appealing investment
opportunities. This conflict may be heightened where an account is subject to a
performance-based fee.

     As part of its compliance program, ING IM has adopted policies and
procedures reasonably designed to address the potential conflicts of interest
described above.

     Finally, a potential conflict of interest may arise because the investment
mandates for certain other accounts, such as hedge funds, may allow extensive
use of short sales, which, in theory, could allow them to enter into short
positions in securities where other accounts hold long positions. ING IM has
policies and procedures reasonably designed to limit and monitor short sales by
the other accounts to avoid harm to the Fund.

Compensation

     Compensation consists of (a) fixed base salary; (b) bonus which is based on
ING IM performance, three- and five-year pre-tax performance of the accounts the
portfolio managers are primarily and jointly responsible for relative to account
benchmarks and peer universe performance, and revenue growth of the accounts
they are responsible for; and (c) long-term equity awards tied to the
performance of our parent company, ING Groep.

     The Portfolio Managers are also eligible to participate in an annual cash
incentive plan. The overall design of the ING IM annual incentive plan was
developed to closely tie pay to performance, structured in such a way as to
drive performance and promote retention of top talent. As with base salary
compensation, individual target awards are determined and set based on external
market data and internal comparators. Investment performance is measured on both
relative and absolute performance in all areas. ING IM has defined the relevant
index is the S&P 500(R) Index and, where applicable, peer groups including but
not limited to Russell, Morningstar, Lipper and Lehman and set performance goals
to appropriately reflect requirements for each investment team. The measures for
each team are outlined on a "scorecard" that is reviewed on an annual basis.
These scorecards reflect a comprehensive approach to measuring investment
performance versus both benchmarks and peer groups over one and three year
periods and year-to-date net cash flow (changes in the accounts' net assets not
attributable in the value of the accounts' investments) for all accounts managed
by the team. The results for overall IIM scorecards are calculated on an asset
weighted performance basis of the individual team scorecards.

     Investment professionals' performance measures for bonus determinations are
weighted by 25% being attributable to the overall ING IM performance and 75%
attributable to their specific team results (60% investment performance and 15%
net cash flow).

     Based on job function, internal comparators and external market data,
portfolio managers participate in the ING Long-Term Incentive Plan. Plan awards
are based on the current year's performance as defined by the ING IM component
of the annual incentive plan. The awards vest in three years and are paid in a
combination of ING restricted stock, stock options and restricted performance
units.

     Portfolio Managers whose fixed base salary compensation exceeds a
particular threshold may participate in ING's deferred compensation plan. The
plan provides an opportunity to invest deferred amounts of

                                      155


compensation in mutual funds, ING stock or at an annual fixed interest rate.
Deferral elections are done on an annual basis and the amount of compensation
deferred is irrevocable.

Ownership of Securities

     The following table shows the dollar range of shares of the Fund owned by
the portfolio manager as of October 31, 2007, including investments by his
immediate family members and amounts invested through retirement and deferred
compensation plans.


Portfolio Manager   Dollar Range of Fund Shares Owned
-----------------   ---------------------------------
James A. Vail                       None
David Powers                        None


Global Real Estate Fund

Sub-Advised by ING Clarion Real Estate Securities L.P.

Other Accounts Managed

     The following table shows the number of accounts and total assets in the
accounts managed by the portfolio managers as of October 31, 2007:


                     Registered Investment Companies    Other Pooled Investment Vehicles           Other Accounts
                    ---------------------------------  ---------------------------------  ----------------------------------
                                         Total Assets                        Total Assets                        Total Assets
Portfolio Manager   Number of Accounts  (in millions)   Number of Accounts  (in millions)  Number of Accounts*  (in millions)
-----------------   ------------------  --------------  ------------------  -------------  -------------------  -------------
Steven D. Burton            16             $13,006              1               $ 27               39              $1,676
T. Ritson Ferguson          19             $14,434             11               $872               61              $2,376
Joseph P. Smith             16             $13,803             11               $872               56              $2,292


*    There are no accounts for which an advisory fee is based on performance.

Potential Material Conflicts of Interest

     A portfolio manager may be subject to potential conflicts of interest
because the portfolio manager is responsible for other accounts in addition to
the Fund. These other accounts may include, among others, other mutual funds,
separately managed advisory accounts, commingled trust accounts, insurance
separate accounts, wrap fee programs and hedge funds. Potential conflicts may
arise out of the implementation of differing investment strategies for a
portfolio manager's various accounts, the allocation of investment opportunities
among those accounts or differences in the advisory fees paid by the portfolio
manager's accounts.

     A potential conflict of interest may arise as a result of a portfolio
manager's responsibility for multiple accounts with similar investment
guidelines. Under these circumstances, a potential investment may be suitable
for more than one of the portfolio manager's accounts, but the quantity of the
investment available for purchase is less than the aggregate amount the accounts
would ideally devote to the opportunity. Similar conflicts may arise when
multiple accounts seek to dispose of the same investment.

     A portfolio manager may also manage accounts whose objectives and policies
differ from those of the Fund. These differences may be such that under certain
circumstances, trading activity appropriate for one account managed by the
portfolio manager may have adverse consequences for another account managed by
the portfolio manager. For example, if an account were to sell a significant
position in a security, which could cause the market price of that security to
decrease, while the Fund maintained its position in that security.

     A potential conflict may arise when a portfolio manager is responsible for
accounts that have different advisory fees - the difference in the fees may
create an incentive for the portfolio manager to favor one account over another,
for example, in terms of access to particularly appealing investment
opportunities. This conflict may be heightened where an account is subject to a
performance-based fee.

                                      156


Compensation

     There are three pieces of compensation for portfolio managers - fixed-based
salary, bonus and deferred compensation. Fixed-based salary is set and market
competitive. Bonus and deferred compensation is based upon a variety of factors,
one of which is performance across all accounts.

Ownership of Securities

     The following table shows the dollar range of shares of the Fund owned by
each portfolio manager as of October 31, 2007, including investments by their
immediate family members and amounts invested through retirement and deferred
compensation plans.


Portfolio Manager     Dollar Range of Fund Shares Owned
------------------    ---------------------------------
Steven D. Burton                      None
T. Ritson Ferguson                    None
Joseph P. Smith                       None


Global Value Choice Fund

Sub-Advised by Tradewinds Global Investors, LLC

Other Accounts Managed

     The following table shows the number of accounts and total assets in the
accounts managed by the portfolio manager as of October 31, 2007:


                     Registered Investment Companies    Other Pooled Investment Vehicles            Other Accounts
                    ----------------------------------  --------------------------------  -----------------------------------
Portfolio Manager   Number of Accounts   Total Assets   Number of Accounts  Total Assets  Number of Accounts*   Total Assets
-----------------   ------------------  --------------  ------------------  ------------  -------------------  --------------
David Iben                  7           $2,224,711,010          8           $763,553,789         6,201         $7,558,126,196



*3   accounts with assets of $2,700,600,770 are subject to performance fee.


Potential Material Conflicts of Interest

     Actual or apparent conflicts of interest may arise when a portfolio manager
has day-to-day management responsibilities with respect to more than one
account. More specifically, portfolio managers who manage multiple accounts are
presented with the following potential conflicts:

     .    The management of multiple accounts may result in a portfolio manager
          devoting unequal time and attention to the management of each account.
          Tradewinds seeks to manage such competing interests for the time and
          attention of portfolio managers by having portfolio managers focus on
          a particular investment discipline. Most accounts managed by a
          portfolio manager in a particular investment strategy are managed
          using the same investment models.

     .    If a portfolio manager identifies a limited investment opportunity
          which may be suitable for more than one account, an account may not be
          able to take full advantage of that opportunity due to an allocation
          of filled purchase or sale orders across all eligible accounts. To
          deal with these situations, Tradewinds has adopted procedures for
          allocating fund transactions across multiple accounts.

     .    With respect to many of its clients' accounts, Tradewinds determines
          which broker to use to execute

                                      157


          transaction orders, consistent with its duty to seek best execution of
          the transaction. However, with respect to certain other accounts,
          Tradewinds may be limited by the client with respect to the selection
          of brokers or may be instructed to direct trades through a particular
          broker. In these cases, Tradewinds may place separate,
          non-simultaneous, transactions for a Fund and other accounts which may
          temporarily affect the market price of the security or the execution
          of the transaction, or both, to the detriment of the Fund or the other
          accounts.

     .    The Fund is subject to different regulation than the other pooled
          investment vehicles and other accounts managed by the portfolio
          manager. As a consequence of this difference in regulatory
          requirements, the Fund may not be permitted to engage in all the
          investment techniques or transactions or to engage in these
          transactions to the same extent as the other accounts managed by the
          portfolio manager. Finally, the appearance of a conflict of interest
          may arise where Tradewinds has an incentive, such as a
          performance-based management fee, which relates to the management of
          some accounts, with respect to which a portfolio manager has
          day-to-day management responsibilities.

     Tradewinds has adopted certain compliance procedures which are designed to
address these types of conflicts common among investment managers. However,
there is no guarantee that such procedures will detect each and every situation
in which a conflict arises.

Compensation

     Tradewinds' portfolio managers participate in a highly competitive
compensation structure with the purpose of attracting and retaining the most
talented investment professionals and rewarding them through a total
compensation program as determined by the firm's executive committee. The total
compensation program consists of both a base salary and an annual bonus that can
be a multiple of the base salary. The portfolio manager's performance is
formally evaluated annually and based on a variety of factors. Bonus
compensation is primarily a function of the firm's overall annual profitability
and the individual portfolio manager's contribution as measured by the overall
investment performance of client funds in the strategy they manage relative to
the strategy's general benchmark for one, three and five year periods (as
applicable), as well as an objective review of stock recommendations and the
quality of primary research, and subjective review of the professional's
contributions to fund strategy, teamwork, collaboration and work ethic.

     The total compensation package for portfolio managers includes an
equity-like incentive for purchase (whose value is determined by the increase in
profitability of Tradewinds over time). Additionally, the portfolio managers
have been provided compensation in conjunction with signing long-term employment
agreements. Tradewinds is a subsidiary of Nuveen Investments, Inc., which has
augmented this incentive compensation annually through individual awards of a
stock option pool, as determined through a collaborative process between Nuveen
Investments and the Tradewinds executive committee.

Ownership of Securities

     The following table shows the dollar range of shares of the Fund owned by
the portfolio manager as of October 31, 2007, including investments by his
immediate family members and amounts invested through retirement and deferred
compensation plans.


Portfolio Manager   Dollar Range of Fund Shares Owned
-----------------   ---------------------------------
David Iben                          None


                                      158


Greater China Fund

Sub-Advised by ING Investment Management Asia/Pacific (Hong Kong) Limited

Other Accounts Managed


     The following table shows the number of accounts and total assets in the
accounts managed by each portfolio manager as of December 31, 2007:



                             Registered         Other Pooled Investment
                        Investment Companies            Vehicles                 Other Accounts
                        --------------------   -------------------------   -------------------------
                                                               Total                       Total
                         Number of    Total    Number of       Assets      Number of       Assets
Portfolio Manager         Accounts   Assets     Accounts   (in millions)    Accounts   (in millions)
---------------------    ---------   ------    ---------   -------------   ---------   -------------
Nick Toovey                  0        $   0         0         $      0         0           $    0
Bratin Sanyal                0        $   0         2         $  837.4         2           $185.7
Oscar Leung Kin Fai          0        $   0        13         $1,295.8         1*          $167.1
Michael Hon Lung Chiu        1        $79.1         5         $  412.6         0           $    0



*1   account with assets of $167.1 million is subject to a performance fee.


Potential Material Conflicts of Interest

     IIM Asia Pacific's investment teams are responsible for managing and
executing trades on behalf of multiple clients including other registered funds,
legal entities, other accounts including those of ING Groep companies, separate
accounts and other pooled investment vehicles which are offered to non-U.S.
persons. An investment team may manage a portfolio or separate account, which
may have materially higher fee arrangements than the Fund and may also have a
performance based fee. The management of multiple Funds and/or other accounts
may raise potential conflicts of interest relating to the allocation of
investment opportunities and the aggregation and allocation of trades. IIM Asia
Pacific has adopted policies and procedures which are designed to address these
types of conflicts.

Compensation

     Compensation generally consists of (a) fixed base salary; (b) bonus which
is based on IIM Asia Pacific's calendar year performance, consisting of one-year
pre-tax performance of the accounts for which the portfolio managers are
primarily and jointly responsible compared to account benchmarks and relevant
peer groups (see below), and revenue growth of the accounts for which they are
responsible for; and (c) long-term equity awards tied to the performance of ING
Investments' and portfolio manager's parent company, ING Groep.

     Portfolio managers are eligible to participation in an annual incentive
plan. The overall design of the IIM Asia Pacific's annual incentive plan was
developed to closely tie compensation to performance, structured in such a ways
as to drive performance and promote retention of top talent. Investment
performance is measured on both index and Adviser relative performance in all
areas. The relevant index is the MSCI All Countries Golden Dragon Index.
Relevant peer groups include Morningstar Pacific/Asia-Ex Japan Stock funds and
Lipper category China Region funds.

     The portfolio managers participate in ING's Pension, Retirement and Options
plans, which do not discriminate in favor of portfolio managers or group of
employees that include portfolio managers and are available generally to all
salaried employees.

                                       159


Ownership of Securities


     The following table shows the dollar range of shares of the Fund owned by
each portfolio manager as of December 31, 2007, including investments by their
immediate family members and amounts invested through retirement and deferred
compensation plans:



Portfolio Manager       Dollar Range of Fund Shares Owned
---------------------   ---------------------------------
Nick Toovey                            None
Bratin Sanyal                          None
Oscar Leung Kin Fai                    None
Michael Hon Lung Chiu                  None


Index Plus International Equity Fund

Sub-Advised by ING Investment Management Advisors B.V.

Other Accounts Managed

     The following table shows the number of accounts and total assets in the
accounts managed by each portfolio manager as of October 31, 2007:


                      Registered Investment Companies      Other Pooled Investment Vehicles              Other Accounts
                    -----------------------------------   ---------------------------------   ----------------------------------
Portfolio Manager   Number of Accounts    Total Assets    Number of Accounts   Total Assets   Number of Accounts*   Total Assets
-----------------   ------------------   --------------   ------------------   ------------   -------------------   ------------
Carl Ghielen                9            $1,299,000,000           1             $67,500,000            0                  $0
Martin Jansen               9            $1,299,000,000           1             $67,500,000            0                  $0


*    None of the accounts managed are subject to performance fees.

Potential Material Conflicts of Interest

     IIMA's investment teams are responsible for managing and executing trades
on behalf of multiple clients including other registered funds, legal entities,
other accounts including proprietary accounts, separate accounts and other
pooled investment vehicles. An investment team may manage a portfolio or
separate account, which may have materially higher fee arrangements than the
Fund and may also have a performance based fee. The management of multiple Funds
and/or other accounts may raise potential conflicts of interest relating to the
allocation of investment opportunities and the aggregation and allocation of
trades. IIMA has adopted compliance procedures which are reasonably designed to
address these types of conflicts.

Compensation

     Within INGIM Europe, the portfolio managers' compensation typically
consists of a base salary and a bonus which is based on INGIM Europe's (IIMA is
one of the legal entities of INGIM Europe) performance as well as 1 year and 3
year pre-tax performance of the accounts the portfolio managers are primarily
and jointly responsible for relative to account benchmarks performance. In
addition, the portfolio managers are offered long-term equity awards, such as
stocks and/or stock options, which are tied to the performance of the
Sub-Adviser's parent company, ING Groep.

     Portfolio managers are eligible to participate in an annual incentive plan.
The overall design of the INGIM Europe annual incentive plan was developed to
closely tie compensation to performance, structured in such a way as to drive
performance and promote retention of top talent. As with base salary
compensation, individual target awards are determined and set based on external
market data and internal comparators. INGIM Europe has defined indices and set
performance goals to appropriately reflect requirements for each investment
team. The measures for the team are outlined on a "scorecard" that is reviewed
on an annual basis. These scorecards reflect a comprehensive approach to
measuring investment performance versus

                                       160


benchmark(s) over a one year period. The results for overall INGIM Europe
scorecards are calculated based on an asset weighted performance basis of the
individual team scorecards.

     Investment professionals' performance measures for bonus determinations are
typically weighted by 20% being attributable to the overall INGIM Europe
performance and 80% attributable to their specific team results.

     The portfolio managers also participate in ING's Pension and Retirement
plans, which are available to almost all salaried employees in the firm.

Ownership of Securities

     The following table shows the dollar range of shares of the Fund owned by
each portfolio manager as of October 31, 2007, including investments by their
immediate family members and amounts invested through retirement and deferred
compensation plans:

Portfolio Manager   Dollar Range of Fund Shares Owned
-----------------   ---------------------------------
Carl Ghielen                       None
Martin Jansen                      None

International Equity Dividend Fund

Sub-Advised by ING Investment Management Advisors B.V.

Other Accounts Managed


     The following table shows the number of accounts and total assets in the
accounts managed by each portfolio manager as of October 31, 2007:



                      Registered Investment Companies       Other Pooled Investment Vehicles              Other Accounts
                    -----------------------------------   -----------------------------------   ------------------------------------
                                          Total Assets                                                                 Total Assets
Portfolio Manager   Number of Accounts    (in millions)   Number of Accounts    Total Assets    Number of Accounts*    (in millions)
-----------------   ------------------   --------------   ------------------   --------------   -------------------   --------------
Nicholas Simar              2            $2,778,000,000           0            $            0            2            $171,000,000
Moudy El Khodr              8            $4,484,000,000           2            $1,895,000,000            5            $475,000,000
Kris Hermie                 8            $4,484,000,000           2            $1,895,000,000            5            $475,000,000


*    None of the accounts managed are subject to performance fees.

Potential Material Conflicts of Interest

     IIMA's investment teams are responsible for managing and executing trades
on behalf of multiple clients including other registered funds, legal entities,
other accounts including proprietary accounts, separate accounts and other
pooled investment vehicles. An investment team may manage a portfolio or
separate account, which may have materially higher fee arrangements than the
Fund and may also have a performance based fee. The management of multiple funds
and/or other accounts may raise potential conflicts of interest relating to the
allocation of investment opportunities and the aggregation and allocation of
trades. IIMA has adopted compliance procedures which are reasonably designed to
address these types of conflicts.

                                       161


Compensation

     Within INGIM Europe, the portfolio managers' compensation typically
consists of a base salary and a bonus which is based on INGIM Europe's (IIMA is
one of the legal entities of ING IM Europe) performance as well as 1 year and 3
year pre-tax performance of the accounts the portfolio managers are primarily
and jointly responsible for relative to account benchmarks performance. In
addition, the portfolio managers are offered long-term equity awards, such as
stocks and/or stocks options, which are tied to the performance of Sub-Adviser's
parent company, ING Groep.

     Portfolio managers are eligible to participate in an annual incentive plan.
The overall design of the INGIM Europe annual incentive plan was developed to
closely tie compensation to performance, structured in such a way as to drive
performance and promote retention of top talent. As with base salary
compensation, individual target awards are determined and set based on external
market data and internal comparators. INGIM Europe has defined indices and set
performance goals to appropriately reflect requirements for each investment
team. These scorecards reflect a comprehensive approach to measuring investment
performance versus both benchmark(s) over a one year period. The results for
overall INGIM Europe scorecards are calculated based on an asset weighted
performance basis of the individual team scorecards.

     Investment professionals' performance measures for bonus determinations are
typically weighted by 20% of the weight attributable to the overall INGIM Europe
performance and 80% attributable to their specific team results.

     The portfolio managers participate in ING's Pension, Retirement plans,
which are available to almost all salaried employees in the firm.

Ownership of Securities

     The following table shows the dollar range of shares of the Fund owned by
each portfolio manager as of October 31, 2007, including investments by their
immediate family members and amounts invested through retirement and deferred
compensation plans:


Portfolio Manager   Dollar Range of Fund Shares Owned
-----------------   ---------------------------------
Nicholas Simar                     None
Moudy El Khodr                     None
Kris Hermie                        None


International Growth Opportunities Fund

Sub-Advised by ING Investment Management Co.

Other Accounts Managed

     The following table shows the number of accounts and total assets in the
accounts managed by each portfolio manager as of October 31, 2007:


                     Registered Investment Companies     Other Pooled Investment Vehicles             Other Accounts
                    ---------------------------------   ---------------------------------   ----------------------------------
Portfolio Manager   Number of Accounts   Total Assets   Number of Accounts   Total Assets   Number of Accounts*   Total Assets
-----------------   ------------------   ------------   ------------------   ------------   -------------------   ------------
Uri Landesman               3            $333,665,929           0                 $0                 0                 $0


*    There are no accounts for which an advisory fee is based on performance.

                                       162


Potential Material Conflicts of Interest

     The portfolio manager may be subject to potential conflicts of interest
because the portfolio manager is responsible for other accounts in addition to
the Fund. These other accounts may include, among others, other mutual funds,
separately managed advisory accounts, commingled trust accounts, insurance
separate accounts, wrap fee programs and hedge funds. Potential conflicts may
arise out of the implementation of differing investment strategies for the
portfolio manager's various accounts, the allocation of investment opportunities
among those accounts or differences in the advisory fees paid by the portfolio
manager's accounts.

     A potential conflict of interest may arise as a result of the portfolio
manager's responsibility for multiple accounts with similar investment
guidelines. Under these circumstances, a potential investment may be suitable
for more than one of the portfolio manager's accounts, but the quantity of the
investment available for purchase is less than the aggregate amount the accounts
would ideally devote to the opportunity. Similar conflicts may arise when
multiple accounts seek to dispose of the same investment.

     The portfolio manager may also manage accounts whose objectives and
policies differ from those of the Fund. These differences may be such that under
certain circumstances, trading activity appropriate for one account managed by
the portfolio manager may have adverse consequences for another account managed
by the portfolio manager. For example, if an account were to sell a significant
position in a security, which could cause the market price of that security to
decrease, while the Fund maintained its position in that security.

     A potential conflict may arise when the portfolio manager is responsible
for accounts that have different advisory fees - the difference in the fees may
create an incentive for the portfolio manager to favor one account over another,
for example, in terms of access to particularly appealing investment
opportunities. This conflict may be heightened where an account is subject to a
performance-based fee.

     As part of its compliance program, ING IM has adopted policies and
procedures reasonably designed to address the potential conflicts of interest
described above.

     Finally, a potential conflict of interest may arise because the investment
mandates for certain other accounts, such as hedge funds, may allow extensive
use of short sales, which, in theory, could allow them to enter into short
positions in securities where other accounts hold long positions. ING IM has
policies and procedures reasonable designed to limit and monitor short sales by
the other accounts to avoid harm to the Funds.

Compensation


     Compensation consists of (a) fixed base salary; (b) bonus which is based on
ING IM performance, three- and five-year pre-tax performance of the accounts the
portfolio managers are primarily and jointly responsible for relative to account
benchmarks and peer universe performance, and revenue growth of the accounts
they are responsible for; and (c) long-term equity awards tied to the
performance of our parent company, ING Groep.


     The Portfolio Manager is also eligible to participate in an annual cash
incentive plan. The overall design of the ING IM annual incentive plan was
developed to closely tie pay to performance, structured in such a way as to
drive performance and promote retention of top talent. As with base salary
compensation, individual target awards are determined and set based on external
market data and internal comparators. Investment performance is measured on both
relative and absolute performance in all areas. The relevant index is the MSCI
EAFE(R) Index and, where applicable, peer groups including but not limited to
Russell, Morningstar, Lipper and Lehman and set performance goals to
appropriately reflect requirements for each investment team. The measures for
each team are outlined on a "scorecard" that is reviewed on an annual basis.
These scorecards reflect a comprehensive approach to measuring investment
performance versus both benchmarks and peer groups over one and three year
periods and year-to-date net cash flow (changes in the accounts' net assets not
attributable in the value of the accounts' investments) for all accounts managed
by the team. The results for overall IIM scorecards are calculated on an asset
weighted performance basis of the individual team scorecards.

                                       163


     Investment professionals' performance measures for bonus determinations are
weighted by 25% being attributable to the overall ING IM performance and 75%
attributable to their specific team results (60% investment performance and 15%
net cash flow).

     If the Portfolio Manager's fixed base salary compensation exceeds a
particular threshold, he may participate in ING's deferred compensation plan.
The plan provides an opportunity to invest deferred amounts of compensation in
mutual funds, ING stock or at an annual fixed interest rate. Deferral elections
are done on an annual basis and the amount of compensation deferred is
irrevocable.

Ownership of Securities

     The following table shows the dollar range of shares of the Fund owned by
the portfolio manager as of October 31, 2007, including investments by their
immediate family members and amounts invested through retirement and deferred
compensation plans.


Portfolio Manager   Dollar Range of Fund Shares Owned
-----------------   ---------------------------------
Uri Landesman               Over $1,000,000


International Capital Appreciation Fund

Sub-Advised by Hansberger Global Investors, Inc.

Other Accounts Managed

     The following table shows the number of accounts and total assets in the
accounts managed by each portfolio manager as of October 31, 2007:

                       Registered Investment Companies    Other Pooled Investment Vehicles             Other Accounts*
                     ----------------------------------  ----------------------------------  ----------------------------------
Portfolio Manager    Number of Accounts   Total Assets   Number of Accounts   Total Assets   Number of Accounts   Total Assets
-------------------  ------------------  --------------  ------------------  --------------  ------------------  --------------
Thomas R.H. Tibbles          6           $1,740,929,485          3           $1,270,199,902          32          $2,581,942,338
Barry A. Lockhart            6           $1,740,929,485          3           $1,270,199,902          25          $2,581,894,614
Trevor Graham**              6           $1,740,929,485          3           $1,270,199,902          29          $2,581,966,030
Patrick Tan                  6           $1,740,929,485          3           $1,270,199,902          26          $2,581,719,203

*    1 account with assets of $292,931,457 is subject to a performance fee.
**   Certain information disclosed under "Other Accounts" for Messrs. Tibbles,
     Lockhart and Tan is as of 9/30/07.

Potential Material Conflicts of Interest

     The Portfolio Managers' management of "other accounts" may give rise to
potential conflicts of interest in connection with their management of a Fund's
investments, on the one hand, and the investments of the other accounts, on the
other. The other accounts may have the same investment objective as the Fund.
Therefore, a potential conflict of interest may arise as a result of the
identical investment objectives, whereby the Portfolio Managers could favor one
account over another. Another potential conflict could include the Portfolio
Managers' knowledge about the size, timing and possible market impact of Fund
trades, whereby a Portfolio Manager could use this information to the advantage
of other accounts and to the disadvantage of the Fund. In addition, some
accounts charge performance fees which could enhance conflicts of interest in
the allocation of investment opportunities. However, Hansberger has established
policies and procedures to ensure that the purchase and sale of securities among
all accounts it manages are fairly and equitably allocated.

                                      164


Compensation

     The Sub-Adviser compensates each Portfolio Manager for his or her
management of the Fund. A Portfolio Manager's base salary is determined by the
Manager's experience and performance in the role, taking into account the
ongoing compensation benchmark analyses performed by Sub-Advisers Human
Resources Department. A Portfolio Manager's base salary is generally a fixed
amount that may change as a result of an annual review, upon assumption of new
duties, or when a market adjustment of the position occurs. Each Portfolio
Manager is entitled to participate in various equity plans provided by the
Sub-Adviser's corporate parent, Hansberger Group, Inc. ("Group Inc."). Each
member of the growth portfolio management team is subject to the terms of an
employment agreement providing for a specified level of compensation, which
level of compensation is reviewed annually by the Sub-Adviser's board of
directors, but without any obligation to make any alteration in the base salary.

     A Portfolio Manager's bonus is paid on an annual basis and is determined by
a number of factors, including but not limited to, pre-tax performance of the
Fund and other funds managed relative to expectations for how those funds should
have performed as compared to the Fund's benchmark (as provided in the
Prospectus), given their objectives, policies, strategies and limitations, and
the market environment during the most recently completed calendar year. This
performance factor is not based on the value of assets held in the fund's
portfolio. Additional factors include the Portfolio Manager's contributions to
the investment management functions within the Sub-Adviser, contributions to the
development of other investment professionals and supporting staff, and overall
contributions to marketing, client service and strategic planning for the
organization. The target bonus is expressed as a percentage of base salary. The
actual bonus paid may be more or less than the target bonus, based on how well
the Manager satisfies the objectives stated above.

     During the fiscal year ended December 31, 2006, certain members of the
growth portfolio management team were entitled to participate in various equity
plans provided by Group Inc., including restricted stock units which vest over
time as well as being awarded options to purchase a certain amount of common
shares in Group Inc. Further, certain members of the growth team have a share of
the net revenues earned by the Sub-Adviser resulting from the investment
portfolio managed by such growth team (the "revenue share"), which would include
the Fund. Eligibility to participate in the revenue share is conditioned upon
the growth team's reaching a pre-defined level of profitability. The amount of
the revenue share is determined by using of a formula based on the amount of
revenues generated by the growth team. Amounts payable to each member of the
growth team from the revenue share are determined by the Sub-Adviser's chairmen
upon consultation with the growth team's chief investment officer. Additionally,
members of the growth team may be entitled to participate in the Group Inc.
Stock Incentive Plan for Canadian employees. In March of 2007, certain
enhancements were made to the compensation structure of portfolio managers of
the Sub-Adviser. Principally, employees--including portfolio managers--who owned
shares, deferred stock units and/or options in Group, Inc., were provided the
opportunity to tender those equity interests to Natixis Global Asset Management
in a tender offer. going forward, Natixis Global Asset Management has undertaken
to provide annual liquidity of up to a certain amount of outstanding Group, Inc.
equity. In addition, Group, Inc. has established a restricted stock plan
pursuant to which restricted stock units will be issued to certain employees,
including portfolio managers. This plan is in addition to the existing
restricted stock plan that currently exists for the growth team. In addition to
the above, Group, Inc. has entered into retention agreements with certain
employees, including portfolio managers, pursuant to which such employees will
be paid retention bonuses either in one lump at the end of six months or in two
equal sums at the end of 6 months and 12 months, depending upon the amount to be
received by such employee.

Ownership of Securities


     The following table shows the dollar range of shares of the Fund owned by
each portfolio manager as of October 31, 2007, including investments by their
immediate family members and amounts invested through retirement and deferred
compensation plans:


                                       165


Portfolio Manager     Dollar Range of Fund Shares Owned
-------------------   ---------------------------------
Thomas R.H. Tibbles                  None
Barry A. Lockhart                    None
Trevor Graham                        None
Patrick Tan                          None

International Real Estate Fund

Sub-Advised by ING Clarion Real Estate Securities L.P.

Other Managed Accounts

     The following table shows the number of accounts and total assets in the
accounts managed by the portfolio managers as of October 31, 2007:


                     Registered Investment Companies    Other Pooled Investment Vehicles             Other Accounts
                    ---------------------------------  ---------------------------------  ----------------------------------
                                         Total Assets                       Total Assets                        Total Assets
Portfolio Manager   Number of Accounts  (in millions)  Number of Accounts  (in millions)  Number of Accounts*  (in millions)
------------------  ------------------  -------------  ------------------  -------------  -------------------  -------------
Steven D. Burton            16             $13,006              1              $ 27               39              $1,676
T. Ritson Ferguson          19             $14,434             11              $872               61              $2,376


*    There are no accounts for which an advisory fee is based on performance.

Potential Material Conflicts of Interest

     A portfolio manager may be subject to potential conflicts of interest
because the portfolio manager is responsible for other accounts in addition to
the Fund. These other accounts may include, among others, other mutual funds,
separately managed advisory accounts, commingled trust accounts, insurance
separate accounts, wrap fee programs and hedge funds. Potential conflicts may
arise out of the implementation of differing investment strategies for a
portfolio manager's various accounts, the allocation of investment opportunities
among those accounts or differences in the advisory fees paid by the portfolio
manager's accounts.

     A potential conflict of interest may arise as a result of a portfolio
manager's responsibility for multiple accounts with similar investment
guidelines. Under these circumstances, a potential investment may be suitable
for more than one of the portfolio manager's accounts, but the quantity of the
investment available for purchase is less than the aggregate amount the accounts
would ideally devote to the opportunity. Similar conflicts may arise when
multiple accounts seek to dispose of the same investment.

     A portfolio manager may also manage accounts whose objectives and policies
differ from those of the Fund. These differences may be such that under certain
circumstances, trading activity appropriate for one account managed by the
portfolio manager may have adverse consequences for another account managed by
the portfolio manager. For example, if an account were to sell a significant
position in a security, which could cause the market price of that security to
decrease, while the Fund maintained its position in that security.

     A potential conflict may arise when a portfolio manager is responsible for
accounts that have different advisory fees - the difference in the fees may
create an incentive for the portfolio manager to favor one account over another,
for example, in terms of access to particularly appealing investment
opportunities. This conflict may be heightened where an account is subject to a
performance-based fee.

Compensation

     There are three pieces of compensation for portfolio managers - fixed-based
salary, bonus and deferred compensation. Fixed-based salary is set and market
competitive. Bonus and deferred compensation is based upon a variety of factors,
one of which is performance across all accounts.

                                       166


Ownership of Securities

     The following table shows the dollar range of shares of the Fund owned by
each portfolio manager as of October 31, 2007, including investments by their
immediate family members and amounts invested through retirement and deferred
compensation plans.


Portfolio Manager    Dollar Range of Fund Shares Owned
------------------   ---------------------------------
Steven D. Burton                    None
T. Ritson Ferguson                  None


International SmallCap Multi-Manager Fund

Sub-Advised by Acadian Asset Management LLC, Batterymarch Financial Management,
Inc. and Schroder Investment Management North America Inc.

Acadian

Other Accounts Managed

     The following table shows the number of accounts and total assets in the
accounts managed by the portfolio managers as of October 31, 2007:


                            Registered Investment      Other Pooled Investment
                                Companies/1/               Vehicles/2/                Other Accounts/3/
                          -------------------------   -------------------------   ------------------------
                          Number of    Total Assets   Number of    Total Assets   Number of   Total Assets
Portfolio Manager          Accounts   (in millions)    Accounts   (in millions)    Accounts    (millions)
-----------------------   ---------   -------------   ---------   -------------   ---------   ------------
John R. Chisholm, CFA *       13          $6,869          59         $15,710         185         $66,985
Matthew J. Cohen, CFA *       13          $6,869          59         $15,710         185         $66,985


*    Investment professionals function as a team and are not segregated along
     product lines or by client type. The portfolio managers listed above work
     on all products and the data shown for each manager reflects firm-level
     numbers of accounts and assets under management, segregated by investment
     vehicle type.


/1/  2 of these accounts with assets of $3,901 million has an advisory fee that
     is also based on the performance of the account
/2/  8 of these accounts with assets of $1,569 million have advisory fees that
     are also based on the performance of the account.
/3/  33 of these accounts with assets of $19,039 million have advisory fees that
     are also based on the performance of the account.


Potential Material Conflicts of Interest

     A conflict of interest may arise as a result of a portfolio manager being
responsible for multiple accounts, including the subject Fund, which may have
different investment guidelines and objectives. In addition to the Fund, these
accounts may include other mutual funds managed on an advisory or sub-advisory
basis, separate accounts and collective trust accounts. An investment
opportunity may be suitable for a Fund as well as for any of the other managed
accounts. However, the investment may not be available in sufficient quantity
for all of the accounts to participate fully. In addition, there may be limited
opportunity to sell an investment held by a Fund and the other accounts. The
other accounts may have similar investment objectives or strategies as the Fund,
they may track the same benchmarks or indices as the Fund tracks, and they may
sell securities that are eligible to be held, sold or purchased by the Fund. A
portfolio manager may be responsible for accounts that have different advisory
fee schedules, which may create the incentive for the portfolio manager to favor
one account over another in terms of access to investment opportunities. A
portfolio manager may also manage accounts whose investment objectives and
policies differ from those of the Fund, which may cause the portfolio manager to
effect trading in one account that may have an adverse affect on the value of
the holdings

                                       167


within another account, including the subject Fund.

     To address and manage these potential conflicts of interest, Acadian has
adopted compliance policies and procedures to allocate investment opportunities
and to ensure that each of their clients is treated on a fair and equitable
basis. Such policies and procedures include, but are not limited to, trade
allocation and trade aggregation policies, portfolio manager assignment
practices and oversight by investment management and the Chief Compliance
Officer.

Compensation


     Compensation structure varies among professionals, although the basic
package involves a generous base salary, strong bonus potential, profit sharing
potential, various fringe benefits, and, among senior investment professionals
and certain other key employees, equity ownership in the firm as part of a Key
Employee Limited Partnership (KELP). Portfolio manager compensation is not tied
to the performance of specific portfolios but is based on firm performance as a
whole.

     Depending on Acadian's financial performance, employees may also receive a
percentage of base pay as a profit-sharing contribution. In addition, Acadian's
bonus pool is funded via a profit-sharing arrangement with Old Mutual. The
profit-sharing is solely a function of Acadian's financial results; the results
of the larger Old Mutual group do not impact this calculation.


Ownership of Securities

     The following table shows the dollar range of shares of the Fund owned by
each portfolio manager as of October 31, 2007, including investments by their
immediate family members and amounts invested through retirement and deferred
compensation plans.


                        Dollar Range of Fund
Portfolio Manager           Shares Owned
---------------------   --------------------
John R. Chisholm, CFA   $100,001 - $500,000
Matthew J. Cohen, CFA    $50,001 - $100,000


Batterymarch

Other Accounts Managed

     The following table shows the number of accounts and total assets in the
accounts managed by each portfolio manager as of October 31, 2007:

                           Registered Investment             Other Pooled
                                Companies                Investment Vehicles            Other Accounts*
                        --------------------------   --------------------------   --------------------------
                        Number of                    Number of                    Number of
Portfolio Manager        Accounts    Total Assets     Accounts    Total Assets     Accounts    Total Assets
---------------------   ---------   --------------   ---------   --------------   ---------   --------------
Charles F. Lovejoy,         6       $4,019,320,885       14      $1,814,423,082       29      $6,311,956,644
CFA **
Christopher W. Floyd,       6       $4,019,320,885       14      $1,814,423,082       29      $6,311,956,644
CFA**

*    One of these accounts with assets of $48,035,811has an advisory fee that is
     also based on the performance of the account.

**   At Batterymarch, we believe strongly in a team approach, with portfolio
     managers working collaboratively and sharing responsibility for investment
     decisions. The portfolio managers have oversight responsibility for the
     work done by our quantitative analysts, including factor research,
     development and testing and portfolio construction algorithms. The
     portfolio managers oversee the effectiveness of the overall investment
     process, including stock ranking and selection, portfolio construction and
     trading, and review and trades before execution. As a risk control
     measures, portfolio managers manually review buy/sell decisions prior to
     execution and have the discretion to

                                       168


     modify a trade decision if, in their judgment, a significant market event
     or mitigating factor has occurred that is not yet reflected in the
     quantitative data used by Batterymarch's models.

Potential Material Conflicts of Interest


     Actual or potential conflicts may arise in managing Batterymarch's portion
of the Fund in conjunction with the portfolios of Batterymarch's other clients.
A brief description of some of the potential conflicts of interest and
compliance factors that may arise as a result is included below. We do not
believe any of these potential conflicts of interest and compliance factors pose
significant risk to any client account, including the Portfolio Account.


     Allocation of Limited Investment Opportunities. If an investment team
identifies a limited investment opportunity (including initial public offerings)
that may be suitable for multiple client accounts, each account may not be able
to take full advantage of that opportunity due to liquidity constraints or other
factors. Batterymarch has adopted policies and procedures designed to ensure
that allocations of limited investment opportunities are conducted in a fair and
equitable manner between client accounts.

     Although Batterymarch strives to ensure that client accounts managed under
similar investment mandates have similar portfolio characteristics, Batterymarch
does not "clone" client accounts (i.e., assemble multiple client accounts with
identical portfolios of securities). As a result, the portfolio of securities
held in any single client account may perform better or worse than the portfolio
of securities held in another similarly managed client account.

     Allocation of Partially-Filled Transactions in Securities. Batterymarch
often aggregates for execution as a single transaction orders for the purchase
or sale of a particular security for multiple client accounts. If Batterymarch
is unable to fill an aggregated order completely, but receives a partial fill,
Batterymarch will typically allocate the transactions relating to the partially
filled order to clients on a pro-rata basis with a minimum fill size.
Batterymarch may make exceptions from this general policy from time to time
based on factors such as the availability of cash, country/regional/sector
allocation decisions, investment guidelines and restrictions, and the costs for
minimal allocation actions.

     Opposite (i.e., Contradictory) Transactions in Securities. Batterymarch
provides investment advisory services for various clients and under various
investment mandates and may give advice, and take action, with respect to any of
those clients that may differ from the advice given, or the timing or nature of
action taken, with respect to any other individual client account.

     In the course of providing advisory services, Batterymarch may
simultaneously recommend the sale of a particular security for one client
account while recommending the purchase of the same or a similar security for
another account. This may occur for a variety of reasons. For example, in order
to raise cash to handle a redemption/withdrawal from a client account,
Batterymarch may be forced to sell a security that is ranked a "buy" by its
stock selection model.

     Certain Batterymarch portfolio managers that manage long-only portfolios
also manage portfolios that sell securities short. As such, Batterymarch may
purchase or sell a security in one or more of its long-only portfolios under
management during the same day it executes an opposite transaction in the same
or a similar security for one or more of its portfolios under management that
hold securities short, and certain Batterymarch client account portfolios may
contain securities sold short that are simultaneously held as long positions in
certain of the long-only portfolios managed by Batterymarch. The stock selection
model(s), risk controls and portfolio construction rules used by Batterymarch to
manage its clients' long-only portfolios may differ from the model and rules
that are used to manage client account portfolios that hold securities short.
Because different stock selection models, risk controls and portfolio
construction rules are used, it is possible that the same or similar securities
may be ranked differently for different mandates and that the timing of trading
in such securities may differ.

     Batterymarch has created certain compliance policies and procedures
designed to minimize harm from

                                       169


such contradictory activities/events.

     Selection of Brokers/Dealers. In selecting a broker or dealer, Batterymarch
may choose a broker whose commission rate is in excess of that which another
broker might have charged for the same transaction, based upon Batterymarch's
judgment of that broker's superior execution capabilities and/or as a result of
Batterymarch's perceived value of the broker's research services. Although
Batterymarch does not participate in any traditional soft dollar arrangements
whereby a broker purchases research from a third party on Batterymarch's behalf,
Batterymarch does receive proprietary research services from brokers.
Batterymarch generally seeks to achieve trade executions with brokers of the
highest quality and at the lowest possible cost, although there can be no
assurance that this objective will always be achieved. Batterymarch does not
enter into any arrangements with brokers, formal or otherwise, regarding order
flow as a result of research received. Clients should consider that there is a
potential conflict of interest between their interests in obtaining best
execution and an investment adviser's receipt of research from brokers selected
by the investment adviser for trade executions. The proprietary research
services which Batterymarch obtains from brokers may be used to service all of
Batterymarch's clients and not just those clients paying commissions to brokers
providing those research services, and not all proprietary research may be used
by Batterymarch for the benefit of the one or more client accounts which paid
commissions to a broker providing such research.

     Personal Securities Transactions. Batterymarch allows its employees to
trade in securities that it recommends to advisory clients. Batterymarch's
supervised persons, to the extent not prohibited by Batterymarch's Code of
Ethics, may buy, hold or sell securities or investment products (including
interests in partnerships and investment companies) at or about the same time
that Batterymarch is purchasing, holding or selling the same or similar
securities or investment products for client account portfolios and the actions
taken by such persons on a personal basis may be, or may be deemed to be,
inconsistent with the actions taken by Batterymarch for its client accounts.
Clients should understand that these activities may create a conflict of
interest between Batterymarch, its supervised persons and its clients.


     Batterymarch employees may also invest in mutual funds that are managed by
Batterymarch, including ING International SmallCap Multi-Manager Fund. This may
result in a potential conflict of interest since Batterymarch employees have
knowledge of such funds' investment holdings, which is non-public information.


     To address this, Batterymarch has adopted a written Code of Ethics designed
to prevent and detect personal trading activities that may interfere or conflict
with client interests (including shareholders' interests in funds managed by
Batterymarch).

     Batterymarch and certain Batterymarch employees may also have ownership
interests in certain other client accounts managed by Batterymarch, including
pooled investment vehicles, that invest in long and short positions. Firm and
employee ownership of such accounts may create additional potential conflicts of
interest for Batterymarch.

     Although Batterymarch believes that its policies and procedures are
appropriate to prevent, eliminate or minimize the harm of many potential
conflicts of interest between Batterymarch, its related persons and clients,
clients should be aware that no set of policies and procedures can possibly
anticipate or relieve all potential conflicts of interest. Moreover, it is
possible that additional potential conflicts of interest may exist that
Batterymarch has not identified in the summary above.

Compensation

     Compensation for investment professionals includes a combination of base
salary, annual bonus and long-term incentive compensation, as well as a generous
benefits package made available to all Batterymarch employees on a
non-discretionary basis. Specifically, the package includes:

     .    competitive base salaries;

                                       170


     .    individual performance-based bonuses based on the investment
          professionals' added value to the portfolios for which they are
          responsible measured on a one-, three- and five-year basis versus
          benchmarks and peer universes as well as their contributions to
          research, client service and new business development;

     .    corporate profit-sharing; and a non-qualified deferred compensation
          plan that has a cliff-vesting provision with annual contributions. In
          order for an employee to receive any contribution, they must remain
          employed for at least 31 months after the initial award.

     Portfolio manager compensation is not tied to, nor increased or decreased
as the result of, any performance fees that may be earned by Batterymarch. As
noted above, compensation is not impacted by the investment performance of any
one client account; all performance analysis is reviewed on an aggregate product
basis. Portfolio managers do not receive a percentage of the revenue earned on
any of Batterymarch's client portfolios.

Ownership of Securities

     The following table shows the dollar range of shares of the Fund owned by
each portfolio manager as of October 31, 2007, including investments by their
immediate family members and amounts invested through retirement and deferred
compensation plans.

                            Dollar Range of Fund
Portfolio Manager               Shares Owned
-------------------------   --------------------
Charles F. Lovejoy, CFA             None
Christopher W. Floyd, CFA           None

Schroders

Other Accounts Managed

     The following table shows the number of accounts and total assets in the
accounts managed by the portfolio managers as of October 31, 2007:

                       Registered Investment         Other Pooled Investment
                             Companies                       Vehicles                 Other Accounts/1/
                    ----------------------------   ---------------------------   --------------------------
                     Number of                      Number of                    Number of
Portfolio Manager   Accounts/1/    Total Assets    Accounts/2/    Total Assets    Accounts    Total Assets
-----------------   -----------   --------------   -----------   -------------   ---------   --------------
Matthew Dobbs            6        16,660,664,554        7        2,265,956,477       5       3,381,460,188


/1/  3 of these accounts with assets of $16,009,565,111 have an advisory fee
     that is also based on the performance of the account.
/2/  1 of these accounts with assets of $545,464,853 has as advisory fee that is
     also based on the performance of the account.


Potential Material Conflicts of Interest

     Whenever the portfolio manager of the fund manages other accounts,
potential conflicts of interest exist, including potential conflicts between the
investment strategy of the fund and the investment strategy of the other
accounts. For example, in certain instances, a portfolio manager may take
conflicting positions in a particular security for different accounts, by
selling a security for one account and continuing to hold it for another
account. In addition, the fact that other accounts require the portfolio manager
to devote less than all of his or her time to the fund may be seen itself to
constitute a conflict with the interest of the fund.

     The portfolio manager may also execute transactions for another fund or
account at the direction of such fund or account that may adversely impact the
value of securities held by the fund. Securities selected for funds or accounts
other than the fund may outperform the securities selected for the fund.
Finally, if the

                                       171


portfolio manager identifies a limited investment opportunity that may be
suitable for more than one fund or other account, the fund may not be able to
take full advantage of that opportunity due to an allocation of that opportunity
across all eligible funds and accounts. At Schroders, individual portfolio
managers may manage multiple accounts for multiple clients. In addition to
mutual funds, These other accounts may include separate accounts, collective
trusts, or offshore funds. Certain of these accounts may pay a performance fee,
and portfolio managers may have an incentive to allocate investment to these
accounts.

     Schroders manages potential conflicts between funds or with other types of
accounts through allocation policies and procedures, internal review processes,
and oversight by directors. Schroders has developed trade allocation systems and
controls to ensure that no one client, regardless of type, is intentionally
favored at the expense of another. Allocation policies are designed to address
potential conflicts in situations where two or more funds or accounts
participate in investment decisions involving the same securities.

     The structure of the portfolio manager's compensation may give rise to
potential conflicts of interest. Each portfolio manager's base pay tends to
increase with additional and more complex responsibilities that include
increased assets under management, which indirectly links compensation to sales.

     Schroders has adopted certain compliance procedures that are designed to
address these, and other, types of conflicts. However, there is no guarantee
that such procedures will detect each and every situation where a conflict
arises.

Compensation

     Schroders fund managers are paid in a combination of base salary and annual
bonus, as well as the standard retirement, health, and welfare benefits
available to all of our employees. Certain of the most senior managers also
participate in a long-term incentive program.

     Base salary is determined by reference to the level of responsibility
inherent in the role and the experience of the incumbent, and is benchmarked
annually against market data to ensure that Schroders is paying competitively.
The base salary is subject to an annual review, and will increase if market
movements make this necessary and/or if there has been an increase in the
employee's responsibilities. At more senior levels, base salaries tend to move
less as the emphasis is increasingly on the discretionary bonus.

     Bonuses for fund managers, including Mr. Dobbs, may be comprised of an
agreed contractual floor and/or a discretionary component. Any discretionary
bonus is determined by a number of factors. At a macro level the total amount
available to spend is a function of the compensation to revenue ratio achieved
by the firm globally. Schroders then assess the performance of the division and
of the team to determine the share of the aggregate bonus pool that is spent in
each area. This focus on "team" maintains consistency and minimizes internal
competition that may be detrimental to the interests of our clients. For
individual fund managers, Schroders assess the performance of their funds
relative to competitors and to the relevant benchmarks over one and three year
periods, the level of funds under management, and the level of performance fees
generated. Schroders also reviews "softer" factors such as leadership,
contribution to other parts of the business, and adherence to our corporate
values of excellence, integrity, teamwork, passion, and innovation.

     For those employees receiving significant bonuses, a part may be deferred
in the form of Schroders plc stock These employees may also receive part of the
deferred award in the form of notional cash investments in a range of Schroders
funds. These deferrals vest over a period of three years and ensure that the
interests of the employee are aligned with those of the shareholder and with
those of investors. Over recent years, Schroders has increased the level of
deferred awards and as a consequence these key employees have an increasing
incentive to remain with Schroders as their store of unvested awards grows over
time.

Ownership of Securities

     The following table shows the dollar range of shares of the Fund owned by
the portfolio manager as of October 31, 2007, including investments by his
immediate family members and amounts invested through

                                       172


retirement and deferred compensation plans.

Portfolio Manager   Dollar Range of Fund Shares Owned
-----------------   ---------------------------------
Matthew Dobbs                     None

International Value Fund

Sub-Advised by Brandes Investment Partners, L.P.

Other Accounts Managed

     The following table shows the number of accounts and total assets in the
accounts managed by each team member as of December 31, 2007:


                          Registered Investment      Other Pooled Investment
                                Companies                    Vehicles                Other Accounts
                        -------------------------   -------------------------   -------------------------
                        Number of    Total Assets   Number of    Total Assets   Number of    Total Assets
Portfolio Manager        Accounts   (in millions)    Accounts   (in millions)    Accounts   (in millions)
---------------------   ---------   -------------   ---------   -------------   ---------   -------------
Glenn R. Carlson            11         $11,416          56         $14,847       8,087*        $85,419
Brent V. Woods              11         $11,416          56         $14,847       8,087*        $85,419
Amelia Maccoun Morris       11         $11,416          56         $14,847       8,087*        $85,419
W. James Brown               7         $11,095          33         $13,664       6,971**       $81,485
Keith Colestock              7         $11,095          38         $13,955       7,640*        $82,950
Brent Fredberg               7         $11,095          33         $13,664       6,971**       $81,485



*    Of these Other Accounts, 18 with totals assets of $12,319,565,152 receive
     an advisory fee based on the performance of the account.

**   Of these Other Accounts, 17 with totals assets of $11,384,442,756 receive
     an advisory fee based on the performance of the account.


Potential  Material Conflicts of Interest

     For a small number of accounts, Brandes may be compensated based on the
profitability of the account, such as by a performance-based management fee.
These incentive compensation structures may create a conflict of interest for
Brandes with regard to other accounts where the Advisor is paid based on a
percentage of assets in that the portfolio manager may have an incentive to
allocate securities preferentially to the accounts where Brandes might share in
investment gains. In order to address these potential conflicts, Brandes'
investment decision-making and trade allocation policies and procedures are
designed to ensure that none of Brandes' clients are disadvantaged in Brandes'
management of accounts. Additionally, Brandes' internal controls are tested on a
routine schedule as part of the firm's Compliance Monitoring Program.

     Investment Opportunities. It is possible that at times identical securities
will be held by more than one fund and/or account. If the Large Cap Investment
Committee identifies a limited investment opportunity that may be suitable for
more than one Fund or other account, a Fund may not be able to take full
advantage of that opportunity due to an allocation of filled purchase or sale
orders across all eligible Funds and other accounts. To deal with these
situations, Brandes has adopted procedures for allocating portfolio transactions
across multiple accounts. For client accounts, including the Fund, that are able
to participate in aggregated transactions, Brandes utilizes a rotational trading
system to execute client transactions in order to provide, over the long-run,
fair treatment for each client account.

     Investment in the Fund. Members of the Large Cap Investment Committee may
invest in a fund or other account that they are involved in the management of
and a conflict may arise where they may therefore have

                                       173


an incentive to treat the fund that they invest in preferentially as compared to
other accounts. In order to address this potential conflict, Brandes' investment
decision-making and trade allocation policies and procedures are designed to
ensure that none of Brandes' clients are disadvantaged in Brandes' management of
accounts.

Compensation

     The firm's compensation structure for portfolio managers/analysts is
three-fold:

          .    Competitive base salaries

          .    Participation in an annual bonus plan

          .    Eligibility for participation in the firm's equity through
               partnership or phantom equity

     Compensation is fixed. Participation in the annual bonus plan is linked to
a number of qualitative and quantitative evaluation criteria. The criteria
include research productivity, performance of portfolio management
professionals, and the attainment of client service goals. There is no
difference in methodology of compensation in connection with other accounts.

Ownership of Securities


     The following table shows the dollar range of shares of the Fund owned by
each team member as of December 31, 2007, including investments by their
immediate family members and amounts invested through retirement and deferred
compensation plans:



Portfolio Manager       Dollar Range of Fund Shares Owned
---------------------   ---------------------------------
Glenn R. Carlson               $100,001 - $500,000
Brent V. Woods                        None
Amelia Maccoun Morris                 None
W. James Brown                  $10,001 - $50,000
Keith Colestock                       None
Brent Fredberg                        None


International Value Choice Fund

Sub-Advised by Tradewinds Global Investors, LLC

Other Accounts Managed

     The following table shows the number of accounts and total assets in the
accounts managed by the portfolio manager as of October 31, 2007:


                      Registered Investment       Other Pooled Investment
                            Companies                   Vehicles                  Other Accounts
                    ------------------------     ------------------------   ---------------------------
                    Number of                    Number of                  Number of
Portfolio Manager    Accounts    Total Assets     Accounts   Total Assets    Accounts     Total Assets
-----------------   ---------   --------------   ---------   ------------   ---------   ---------------
Paul J. Hechmer         5       $1,672,883,756       8       $773,885,397     63,263    $22,813,465,336


Potential  Material Conflicts of Interest

     Actual or apparent conflicts of interest may arise when a portfolio manager
has day-to-day management responsibilities with respect to more than one
account. More specifically, portfolio managers who manage multiple accounts are
presented with the following potential conflicts:

                                       174


     .    The management of multiple accounts may result in a portfolio manager
          devoting unequal time and attention to the management of each account.
          Tradewinds seeks to manage such competing interests for the time and
          attention of portfolio managers by having portfolio managers focus on
          a particular investment discipline. Most accounts managed by a
          portfolio manager in a particular investment strategy are managed
          using the same investment models.

     .    If a portfolio manager identifies a limited investment opportunity
          which may be suitable for more than one account, an account may not be
          able to take full advantage of that opportunity due to an allocation
          of filled purchase or sale orders across all eligible accounts. To
          deal with these situations, Tradewinds has adopted procedures for
          allocating fund transactions across multiple accounts.

     .    With respect to many of its clients' accounts, Tradewinds determines
          which broker to use to execute transaction orders, consistent with its
          duty to seek best execution of the transaction. However, with respect
          to certain other accounts, Tradewinds may be limited by the client
          with respect to the selection of brokers or may be instructed to
          direct trades through a particular broker. In these cases, Tradewinds
          may place separate, non-simultaneous, transactions for a Fund and
          other accounts which may temporarily affect the market price of the
          security or the execution of the transaction, or both, to the
          detriment of the Fund or the other accounts.

     .    The Fund is subject to different regulation than the other pooled
          investment vehicles and other accounts managed by the portfolio
          manager. As a consequence of this difference in regulatory
          requirements, the Fund may not be permitted to engage in all the
          investment techniques or transactions or to engage in these
          transactions to the same extent as the other accounts managed by the
          portfolio manager. Finally, the appearance of a conflict of interest
          may arise where Tradewinds has an incentive, such as a
          performance-based management fee, which relates to the management of
          some accounts, with respect to which a portfolio manager has
          day-to-day management responsibilities.

     Tradewinds has adopted certain compliance procedures which are designed to
address these types of conflicts common among investment managers. However,
there is no guarantee that such procedures will detect each and every situation
in which a conflict arises.

Compensation

     Tradewinds' portfolio managers participate in a highly competitive
compensation structure with the purpose of attracting and retaining the most
talented investment professionals and rewarding them through a total
compensation program as determined by the firm's executive committee. The total
compensation program consists of both a base salary and an annual bonus that can
be a multiple of the base salary. The portfolio manager's performance is
formally evaluated annually and based on a variety of factors. Bonus
compensation is primarily a function of the firm's overall annual profitability
and the individual portfolio manager's contribution as measured by the overall
investment performance of client funds in the strategy they manage relative to
the strategy's general benchmark for one, three and five year periods (as
applicable), as well as an objective review of stock recommendations and the
quality of primary research, and subjective review of the professional's
contributions to fund strategy, teamwork, collaboration and work ethic.

     The total compensation package for portfolio managers includes an
equity-like incentive for purchase (whose value is determined by the increase in
profitability of Tradewinds over time). Tradewinds is a subsidiary of Nuveen
Investments, Inc., which has augmented this incentive compensation annually
through individual awards of a stock option pool, as determined through a
collaborative process between Nuveen Investments and the Tradewinds executive
committee.

Ownership of Securities

     The following table shows the dollar range of shares of the Fund owned by
the portfolio manager as of October 31, 2007, including investments by his
immediate family members and amounts invested through retirement and deferred
compensation plans.

                                       175



Portfolio Manager   Dollar Range of Fund Shares Owned
-----------------   ---------------------------------
Paul J. Hechmer                     None


International Value Opportunities Fund

Sub-Advised by ING Investment Management Advisors, B.V.

Other Accounts Managed

     The following table shows the number of accounts and total assets in the
accounts managed by each portfolio manager as of October 31, 2007:


                       Registered Investment      Other Pooled Investment
                             Companies                   Vehicles                Other Accounts
                    --------------------------   ------------------------   ------------------------
                    Number of                    Number of                  Number of
Portfolio Manager    Accounts    Total Assets     Accounts   Total Assets   Accounts*   Total Assets
-----------------   ---------   --------------   ---------   ------------   ---------   ------------
Nicolas Simar           2       $2,778,000,000       0            $0            2       $171,000,000
Frederic Degembe        2       $   22,000,000       0            $0            0       $          0


*    None of the accounts managed are subject to performance fees.

Potential Material Conflicts of Interest

     IIMA's investment teams are responsible for managing and executing trades
on behalf of multiple clients including other registered funds, legal entities,
other accounts including proprietary accounts, separate accounts and other
pooled investment vehicles. An investment team may manage a portfolio or
separate account, which may have materially higher fee arrangements than the
Fund and may also have a performance based fee. The management of multiple Funds
and/or other accounts may raise potential conflicts of interest relating to the
allocation of investment opportunities and the aggregation and allocation of
trades. IIMA has adopted compliance procedures which are reasonably designed to
address these types of conflicts.

Compensation

     Within INGIM Europe, the portfolio managers' compensation typically
consists of a base salary and a bonus which is based on INGIM Europe's (IIMA is
one of the legal entities of INGIM Europe) performance, 1 year pre-tax
performance of the accounts the portfolio managers are primarily and jointly
responsible for relative to account benchmarks performance. In addition, the
portfolio managers are offered long-term equity awards, such as stocks and/or
stock options, which are tied to the performance of the Sub-Adviser's parent
company, ING Groep.

     Portfolio managers are eligible to participate in an annual incentive plan.
The overall design of the INGIM Europe annual incentive plan was developed to
closely tie compensation to performance, structured in such a way as to drive
performance and promote retention of top talent. As with base salary
compensation, individual target awards are determined and set based on external
market data and internal comparators. Investment performance is measured on both
relative and absolute performance in all areas. INGIM Europe has defined indices
and set performance goals to appropriately reflect requirements for each
investment team. The measures for the team are outlined on a "scorecard" that is
reviewed on an annual basis. These scorecards reflect a comprehensive approach
to measuring investment performance versus benchmark(s) over a one year period.
The results for overall INGIM Europe scorecards are calculated on an asset
weighted performance basis of the individual team scorecards.

                                       176


     Investment professionals' performance measures for bonus determinations are
typically weighted by 20% being attributable to the overall INGIM Europe
performance and 80% attributable to their specific team results.

     The portfolio managers also participate in ING's Pension and Retirement
plans, which are available to almost all salaried employees in the firm.

Ownership of Securities

     The following table shows the dollar range of shares of the Fund owned by
each portfolio manager as of October 31, 2007, including investments by their
immediate family members and amounts invested through retirement and deferred
compensation plans:


Portfolio Manager   Dollar Range of Fund Shares Owned
-----------------   ---------------------------------
Nicolas Simar                     None
Frederic Degembe                  None


Russia Fund

Sub-Advised by ING Investment Management Advisors B.V.

Other Accounts Managed


     The following table shows the number of accounts and total assets in the
accounts managed by the portfolio manager as of October 31, 2007:



                               Registered Investment        Other Pooled Investment
                                     Companies                     Vehicles                 Other Accounts
                            ---------------------------   --------------------------   ------------------------
                            Number of                     Number of                    Number of
Portfolio Manager           Accounts      Total Assets     Accounts    Total Assets    Accounts*   Total Assets
-------------------------   ---------   ---------------   ---------   --------------   ---------   ------------
Jan-Wim Derks                   6        $2,512,000,000       2       $1,381,000,000       0             0
Angus Alexander Robertson       0        $            0       0       $            0       0            $0


*None of the accounts managed are subject to performance fees.

Potential Material Conflicts of Interest

     IIMA's investment teams are responsible for managing and executing trades
on behalf of multiple clients including other registered funds, legal entities,
other accounts including proprietary accounts, separate accounts and other
pooled investment vehicles. An investment team may manage a portfolio or
separate account, which may have materially higher fee arrangements than the
Fund and may also have a performance based fee. The management of multiple Funds
and/or other accounts may raise potential conflicts of interest relating to the
allocation of investment opportunities and the aggregation and allocation of
trades. IIMA has adopted compliance procedures which are reasonably designed to
address these types of conflicts.

Compensation

     Within INGIM Europe, the portfolio managers' compensation typically
consists of a base salary and a bonus which is based on INGIM Europe's (IIMA is
one of the legal entities of INGIM Europe) performance as well as 1 year and 3
year pre-tax performance of the accounts the portfolio manager are primarily and
jointly responsible for relative to account benchmarks performance. In addition,
the portfolio managers are offered long-term equity awards, such as stocks
and/or stock options, which are tied to the performance of the Sub-Adviser's
parent company, ING Groep.

                                      177


     Portfolio managers are eligible to participate in an annual incentive plan.
The overall design of the Within INGIM Europe, the portfolio managers' annual
incentive plan was developed to closely tie compensation to performance,
structured in such a way as to drive performance and promote retention of top
talent. As with base salary compensation, individual target awards are
determined and set based on external market data and internal comparators. INGIM
Europe has defined indices and set performance goals to appropriately reflect
requirements for each investment team. The measures for each team are outlined
on a "scorecard" that is reviewed on an annual basis. These scorecards reflect a
comprehensive approach to measuring investment performance versus benchmark(s)
over a one year period. The results for overall INGIM Europe scorecards are
calculated on an asset weighted basis of the individual team scorecards.

     Investment professionals' performance measures for bonus determinations are
typically weighted by 20% being attributable to the overall INGIM Europe
performance and 80% attributable to their specific team results.

     The portfolio manager also participates in ING's Pension and Retirement
plans, which are available to almost all salaried employees in the firm.

Ownership of Securities

     The following table shows the dollar range of shares of the Fund owned by
the portfolio manager as of October 31, 2007, including investments by their
immediate family members and amounts invested through retirement and deferred
compensation plans:

Portfolio Manager           Dollar Range of Fund Shares Owned
-------------------------   ---------------------------------
Jan-Wim Derks                             None
Angus Alexander Robertson                 None


                                RULE 12b-1 PLANS

     Each Trust has a distribution plan pursuant to Rule 12b-1 under the 1940
Act applicable to most classes of shares offered by each Fund ("Rule 12b-1
Plans"). The Funds intend to operate the Rule 12b-1 Plans in accordance with
their terms and the Financial Industry Regulatory Authority ("FINRA") rules
concerning sales charges. Under the Rule 12b-1 Plans, the Distributor may be
entitled to payment each month in connection with the offering, sale, and
shareholder servicing of Class A, Class B, Class C, Class O and Class Q shares
as a percentage of each Fund's average daily net assets as set forth in the
following table. The Funds do not have a 12b-1 Plan with respect to the Class I
or Class W shares.


                                             Fees Based on Average Daily Net Assets
                                       --------------------------------------------------
                Fund                   Class A      Class B   Class C   Class O   Class Q
------------------------------------   -------      -------   -------   -------   -------
Asia-Pacific Real Estate               0.25%         1.00%     1.00%      N/A       N/A
Disciplined International SmallCap     0.25%         1.00%     1.00%      N/A       N/A
Emerging Countries                     0.35% /(1)/   1.00%     1.00%      N/A      0.25%
Emerging Markets Fixed Income          0.25%         1.00%     1.00%      N/A       N/A
European Real Estate                   0.25%         1.00%     1.00%      N/A       N/A
Foreign                                0.25%         1.00%     1.00%      N/A      0.25%
Global Bond                            0.25%         1.00%     1.00%      N/A       N/A
Global Equity Dividend                 0.25%         1.00%     1.00%     0.25%      N/A
Global Natural Resources               0.25%          N/A       N/A       N/A       N/A
Global Real Estate                     0.25%         1.00%     1.00%     0.25%      N/A
Global Value Choice                    0.25%         1.00%     1.00%      N/A      0.25%

                                      178


                                             Fees Based on Average Daily Net Assets
                                       --------------------------------------------------
                Fund                   Class A      Class B   Class C   Class O   Class Q
------------------------------------   -------      -------   -------   -------   -------
Greater China                          0.25%         1.00%     1.00%      N/A       N/A
Index Plus International Equity        0.25%         1.00%     1.00%     0.25%      N/A
International Equity Dividend Fund     0.25%         1.00%     1.00%      N/A       N/A
International Growth Opportunities     0.25%         1.00%     1.00%      N/A      0.25%
International Capital Appreciation     0.25%         1.00%     1.00%      N/A       N/A
International Real Estate              0.25%         1.00%     1.00%      N/A       N/A
International SmallCap Multi-Manager   0.35%         1.00%     1.00%      N/A      0.25%
International Value                    0.30%         1.00%     1.00%      N/A      0.25%
International Value Choice             0.25%         1.00%     1.00%      N/A       N/A
International Value Opportunities      0.25%         1.00%     1.00%      N/A       N/A
Russia                                 0.25%          N/A       N/A       N/A       N/A


/(1)/ ING Funds Distributor has agreed to waive 0.10% of the distribution fee
     for Class A shares of Emerging Countries Fund for the period from January
     1, 2008 through December 31, 2008.


          Class A, Class B, Class C, and Class Q shares


          These fees may be used to cover the expenses of the Distributor
primarily intended to result in the sale of Class A, Class B, Class C and Class
Q shares of each of the Funds, including payments to dealers for selling shares
of the Funds and for servicing shareholders of these classes of the Funds.
Activities for which these fees may be used include: promotional activities;
preparation and distribution of advertising materials and sales literature;
expenses of organizing and conducting sales seminars; personnel costs and
overhead of the Distributor; printing of prospectuses and statements of
additional information (and supplements thereto) and reports for other than
existing shareholders; payments to dealers and others that provide shareholder
services; interest on accrued distribution expenses; and costs of administering
the Rule 12b-1 Plans. No more than 0.75% per annum of a Fund's average net
assets may be used to finance distribution expenses, exclusive of shareholder
servicing payments, and no Authorized Dealer may receive shareholder servicing
payments in excess of 0.25% per annum of a Fund's average net assets held by the
Authorized Dealer's clients or customers.

          Under the Rule 12b-1 Plans, ongoing payments will generally be made on
a quarterly basis to Authorized Dealers for both distribution and shareholder
servicing at rates that are based on the average daily net assets of shares that
are registered in the name of that Authorized Dealer as nominee or held in a
shareholder account that designates that Authorized Dealer as the dealer of
record. Rights to these ongoing payments generally begin to accrue in the 13th
month following a purchase of Class A, Class B or Class C shares. The
Distributor may, in its discretion, pay such financial intermediary12b-1 fees
prior to the 13th month following the purchase of Class A, Class B or Class C
shares. In addition, a 0.25% fee may be paid on Class Q shares.

          With respect to each Rule 12b-1 Plan, the Distributor shall receive
payment without regard to actual distribution expenses it incurs. In the event a
Rule 12b-1 Plan is terminated in accordance with its terms, the obligations of a
Fund to make payments to the Distributor pursuant to the Rule 12b-1 Plan will
cease and the Fund will not be required to make any payments for expenses
incurred after the date the Rule 12b-1 Plan terminates.


          Class O shares

          Class O shares are subject to a Shareholder Services Plan adopted
pursuant to Rule 12b-1 under the 1940 Act. Under the Class O Shareholder
Services Plan, Distributor is paid a servicing fee at an annual rate of 0.25% of
the average daily net assets of the Class O shares of the Fund. The Service Fee
may be used by Distributor to compensate ING DIRECT Securities, Inc., an
affiliate of ING Investments and the Distributor, for servicing and maintaining
shareholder accounts. Distributor or its affiliates may make payments to ING
DIRECT Securities, Inc. in an amount up to 0.15% of Fund sales. The value of a
shareholder's investment will be unaffected by these payments.

                                      179


          All Plans

          The Rule 12b-1 Plans have been approved by the Board of each Fund,
including all of the Trustees who are not interested persons of the Trusts as
defined in the 1940 Act. Each Rule 12b-1 Plan must be renewed annually by the
Board, including a majority of the Trustees who are not interested persons of
the Trust and who have no direct or indirect financial interest in the operation
of the Rule 12b-1 Plan, cast in person at a meeting called for that purpose. It
is also required that the selection and nomination of such Trustees be committed
to the Trustees who are not interested persons. Each Rule 12b-1 Plan and any
distribution or service agreement may be terminated at any time, without any
penalty, by such Trustees or by a vote of a majority of that Fund's outstanding
shares on written notice. The Distributor or any dealer or other firm may also
terminate their respective distribution or service agreement at any time upon
written notice.

          In approving each Rule 12b-1 Plan, the Board has determined that
differing distribution arrangements in connection with the sale of new shares of
a Fund is necessary and appropriate in order to meet the needs of different
potential investors. Therefore, the Board, including those Trustees who are not
interested persons of the Trusts, concluded that, in the exercise of their
reasonable business judgment and in light of their fiduciary duties and the
legal advice furnished to them by their independent legal counsel, there is a
reasonable likelihood that the Rule 12b-1 Plans as tailored to each class of
each Fund, will benefit such ING Funds and their respective shareholders.


          Each Rule 12b-1 Plan and any distribution or service agreement may not
be amended to increase materially the amount spent for distribution expenses as
to a Fund without approval by a majority of the Fund's outstanding shares, and
all material amendments to a Rule 12b-1 Plan or any distribution or service
agreement shall be approved by the Trustees who are not interested persons of
the Trusts, cast in person at a meeting called for the purpose of voting on any
such amendment.

          The Distributor is required to report in writing to the Board at least
quarterly on the monies reimbursed to it under each Rule 12b-1 Plan, as well as
to furnish the Board with such other information as may be reasonably requested
in connection with the payments made under the Rule 12b-1 Plan in order to
enable the Board to make an informed determination of whether the Rule 12b-1
Plan should be continued. The terms and provisions of the Rule 12b-1 Plan and
Shareholder Services Plan relating to required reports, term and approval are
consistent with the requirements of Rule 12b-1.

          Total distribution expenses incurred by the Distributor for the costs
of promotion and distribution with respect to each class of shares for the Funds
for the fiscal period ended October 31, 2007 were as follows:


                                      180



Distribution Expenses                 Class A       Class B      Class C      Class I     Class O    Class Q
----------------------------------   ----------   ----------   ----------   ----------   --------   --------
Asia-Pacific Real Estate Fund/(1)/
Advertising ......................           --           --           --           --        N/A        N/A
Printing .........................           --           --           --           --        N/A        N/A
Salaries & Commissions ...........           --           --           --           --        N/A        N/A
Broker Servicing .................           --           --           --           --        N/A        N/A
Miscellaneous ....................           --           --           --           --        N/A        N/A
Total ............................   $     0.00   $     0.00   $     0.00   $     0.00        N/A        N/A

Disciplined International
   SmallCap Fund
Advertising ......................   $      260   $      129   $      146   $      107        N/A        N/A
Printing .........................        4,949        2,455        2,774        2,035        N/A        N/A
Salaries & Commissions ...........       19,012        8,557       10,622      116,238        N/A        N/A
Broker Servicing .................        9,280        4,417        5,028        3,732        N/A        N/A
Miscellaneous ....................        4,339        2,664        2,790        1,941        N/A        N/A
Total ............................   $   37,840   $   18,222   $   21,360   $  124,053        N/A        N/A

Emerging Countries Fund
Advertising ......................   $    2,035   $      137   $      506   $      107        N/A   $    349
Printing .........................       38,672        2,607        9,619        2,035        N/A      6,637
Salaries & Commissions ...........      267,004       14,875       63,379       50,699        N/A     54,981
Broker Servicing .................      342,077       39,692      316,410        3,732        N/A     19,572
Miscellaneous ....................      173,177        5,171      168,039        7,281        N/A     34,290
Total ............................   $  822,966   $   62,481   $  557,954   $   63,855        N/A   $115,829

Emerging Markets Fixed Income
   Fund
Advertising ......................   $      476   $        5   $       54   $      107        N/A        N/A
Printing .........................        9,050           94        1,034        2,035        N/A        N/A
Salaries & Commissions ...........       45,408          361        6,597       91,470        N/A        N/A
Broker Servicing .................       17,492          998        4,146        3,732        N/A        N/A
Miscellaneous ....................       11,698          232        7,822        1,941        N/A        N/A
Total ............................   $   84,124   $    1,689   $   19,655   $   99,286        N/A        N/A

European Real Estate Fund/(1)/
Advertising ......................           --           --           --           --        N/A        N/A
Printing .........................           --           --           --           --        N/A        N/A
Salaries & Commissions ...........           --           --           --           --        N/A        N/A
Broker Servicing .................           --           --           --           --        N/A        N/A
Miscellaneous ....................           --           --           --           --        N/A        N/A
Total ............................   $     0.00   $     0.00   $     0.00   $     0.00        N/A        N/A

Foreign Fund
Advertising ......................   $    3,770   $      351   $    2,093   $      107        N/A   $      6
Printing .........................       71,631        6,673       39,758        2,035        N/A        120
Salaries & Commissions ...........      508,762       35,296      254,271      107,724        N/A        459
Broker Servicing .................      586,796      107,409    1,394,663        3,732        N/A        218


                                      181



Distribution Expenses                Class A       Class B      Class C      Class I     Class O    Class Q
---------------------------------   ----------   ----------   ----------   ----------   --------   --------
Miscellaneous ...................      319,719       39,866      689,298        1,943        N/A        357
Total ...........................   $1,490,677   $  189,595   $2,380,082   $  115,542        N/A   $  1,160

Global Bond Fund
Advertising .....................   $      476   $        2   $       58   $      107        N/A        N/A
Printing ........................        9,036           38        1,107        2,035        N/A        N/A
Salaries & Commissions ..........       38,062          146        5,335        7,582        N/A        N/A
Broker Servicing ................       17,105          535        3,533        3,732        N/A        N/A
Miscellaneous ...................       10,477          116        2,751        2,027        N/A        N/A
Total ...........................   $   75,156   $      836   $   12,783   $   15,484        N/A        N/A

Global Equity Dividend Fund
Advertising .....................   $    2,596   $      489   $    1,422   $       37   $    468        N/A
Printing ........................       49,329        9,298       27,009          697      8,896        N/A
Salaries & Commissions ..........      384,508       46,807      190,108        2,673     33,625        N/A
Broker Servicing ................      281,636      129,243      690,740        1,426     50,888        N/A
Miscellaneous ...................      203,722       45,879      465,454        1,770     55,962        N/A
Total ...........................   $  921,791   $  231,716   $1,374,734   $    6,603   $149,840        N/A

Global Natural Resources Fund
Advertising .....................   $      536          N/A          N/A   $       37        N/A        N/A
Printing ........................   $   10,178          N/A          N/A   $      697        N/A        N/A
Salaries & Commissions ..........   $   63,577          N/A          N/A   $    2,674        N/A        N/A
Broker Servicing ................   $  185,802          N/A          N/A   $    1,426        N/A        N/A
Miscellaneous ...................   $70,001.90          N/A          N/A   $   605.86        N/A        N/A
Total ...........................   $  330,095          N/A          N/A   $    5,439        N/A        N/A

Global Real Estate Fund
Advertising .....................   $   20,963   $      913   $    5,242   $      107   $    599        N/A
Printing ........................      398,302       17,347       99,589        2,035     11,387        N/A
Salaries & Commissions ..........    3,706,596      125,348      879,835      137,538     41,913        N/A
Broker Servicing ................    1,541,541       97,165      725,480        3,732     71,433        N/A
Miscellaneous ...................    1,263,561       55,881    2,074,762        5,095     86,947        N/A
Total ...........................   $6,930,964   $  296,653   $3,784,907   $  148,508   $212,279        N/A

Global Value Choice Fund
Advertising .....................   $      309   $       69   $      145   $      107        N/A   $     13
Printing ........................        5,877        1,307        2,747        2,035        N/A   $    248
Salaries & Commissions ..........       37,623        6,446       15,194       16,048        N/A      1,484
Broker Servicing ................      116,880       54,109      323,336        3,732        N/A      2,438
Miscellaneous ...................       31,216        5,672       36,198        6,081        N/A      2,089
Total ...........................   $  191,905   $   67,603   $  377,620   $   28,004        N/A   $  6,271

Greater China Fund
Advertising .....................   $      426   $       42   $       68   $      107        N/A        N/A


                                      182



Distribution Expenses                Class A       Class B      Class C      Class I     Class O    Class Q
---------------------------------   ----------   ----------   ----------   ----------   --------   --------
Printing ........................        8,089          799        1,291        2,035        N/A        N/A
Salaries & Commissions ..........       83,369        8,696       16,319        7,599        N/A        N/A
Broker Servicing ................       35,442        5,262       14,258        3,732        N/A        N/A
Miscellaneous ...................       30,264        3,009       41,874        1,941        N/A        N/A
Total ...........................   $  157,590   $   17,807   $   73,810   $   15,415        N/A        N/A

Index Plus International Equity
   Fund
Advertising .....................   $      363   $       65   $       87   $      115        N/A        N/A
Printing ........................        6,906        1,244        1,653        2,177        N/A        N/A
Salaries & Commissions ..........       29,060        5,389        6,889      129,249        N/A        N/A
Broker Servicing ................       18,785        3,858        7,107        4,105        N/A        N/A
Miscellaneous ...................        7,911        1,572        7,467        1,989        N/A        N/A
Total ...........................   $   63,025   $   12,129   $   23,203   $  137,634        N/A        N/A

International Equity Dividend
   Fund
Advertising .....................   $      135   $        7   $       41          $--        N/A        N/A
Printing ........................        2,572          131          778           --        N/A        N/A
Salaries & Commissions ..........       17,818          766        5,241        2,613        N/A        N/A
Broker Servicing ................        5,353          328        1,921           --        N/A        N/A
Miscellaneous ...................        3,889          273        2,278           --        N/A        N/A
Total ...........................   $   29,767   $    1,505   $   10,259   $    2,613        N/A        N/A

International Growth
   Opportunities Fund
Advertising .....................   $      296   $       52   $       59   $      107        N/A   $    241
Printing ........................        5,616          993        1,127        2,035        N/A      4,586
Salaries & Commissions.. ........       33,005        4,466        5,709       17,044        N/A     32,962
Broker Servicing ................      104,955       39,955      149,048        3,732        N/A      8,957
Miscellaneous ...................       77,789       12,532       27,046        6,989        N/A      5,906
Total ...........................   $  221,660   $   57,998   $  182,990   $   29,909        N/A   $ 52,652

International Capital
   Appreciation Fund
Advertising .....................   $      432   $       33   $       72   $      107        N/A        N/A
Printing ........................        8,214          629        1,368        2,035        N/A        N/A
Salaries & Commissions ..........       35,036        2,582        5,787      151,432        N/A        N/A
Broker Servicing ................       15,584        1,585        3,102        3,732        N/A        N/A
Miscellaneous ...................       22,038          619        3,004        1,941        N/A        N/A
Total ...........................   $   81,305   $    5,448   $   13,332   $  159,249        N/A        N/A

International Real Estate Fund
Advertising .....................   $    4,753   $      173   $    1,872   $      107        N/A   $    241
Printing ........................       90,311        3,294       35,577        2,035        N/A      4,586
Salaries & Commissions ..........      853,683       28,240      333,534      263,799        N/A     32,962
Broker Servicing ................      249,484       10,118      159,564        3,732        N/A      8,957


                                     183



Distribution Expenses                Class A       Class B      Class C      Class I     Class O    Class Q
---------------------------------   ----------   ----------   ----------   ----------   --------   --------
Miscellaneous ...................      341,216        8,899      713,879        2,371        N/A      5,906
Total ...........................   $1,539,448   $   50,724   $1,244,427   $  272,045        N/A   $ 52,652

International SmallCap
   Multi-Manager Fund
Advertising .....................   $    6,631   $      529   $      993   $      107        N/A   $  1,580
Printing ........................      125,989       10,045       18,863        2,035        N/A     30,020
Salaries & Commissions ..........    1,094,800       46,484      130,342      350,859        N/A    248,574
Broker Servicing ................      942,545      169,714      693,889        3,732        N/A    215,214
Miscellaneous ...................      487,559       40,579      221,986        1,978        N/A    128,589
Total ...........................   $2,657,523   $  267,350   $1,066,073   $  358,712        N/A   $623,976

International Value Fund
Advertising .....................   $       88   $        6   $       13   $      107        N/A   $      0
Printing ........................        1,663          122          238        2,031        N/A          9
Salaries & Commissions ..........      510,331        7,844        2,300    1,111,204        N/A        303
Broker Servicing ................    4,547,698      754,955    6,889,180        3,725        N/A         17
Miscellaneous ...................    2,547,679      305,424      447,072    1,072,482        N/A        375
Total ...........................   $7,607,459   $1,068,351   $7,338,802   $2,189,548        N/A   $    705

International Value Choice Fund
Advertising .....................   $      373   $       47   $      116   $      107        N/A        N/A
Printing ........................        7,088          888        2,203        2,035        N/A        N/A
Salaries & Commissions ..........       31,200        3,569        9,948      125,837        N/A        N/A
Broker Servicing ................       36,681       10,043       33,923        3,732        N/A        N/A
Miscellaneous ...................       45,916        2,860       22,272        1,941        N/A        N/A
Total ...........................   $  121,257   $   17,406   $   68,462   $  133,653        N/A        N/A

International Value Opportunities
   Fund
Advertising .....................   $      427   $        2   $       23   $       90        N/A        N/A
Printing ........................        8,107           36          435        1,716        N/A        N/A
Salaries & Commissions ..........       30,309          132        1,738        6,429        N/A        N/A
Broker Servicing ................       15,141           73          924        3,223        N/A        N/A
Miscellaneous ...................        5,791           33          335        1,221        N/A        N/A
Total ...........................   $   59,774   $      277   $    3,456   $   12,680        N/A        N/A

Russia Fund
Advertising .....................   $   10,254          N/A          N/A          N/A        N/A        N/A
Printing ........................      194,827          N/A          N/A          N/A        N/A        N/A
Salaries & Commissions ..........    1,246,241          N/A          N/A          N/A        N/A        N/A
Broker Servicing ................    1,470,563          N/A          N/A          N/A        N/A        N/A
Miscellaneous ...................      762,107          N/A          N/A          N/A        N/A        N/A
Total ...........................   $3,683,991          N/A          N/A          N/A        N/A        N/A


/1/  Asia-Pacific Real Estate Fund and European Real Estate Fund had not
     commenced operations as of October 31, 2007, therefore, no distribution
     expenses were incurred for the fiscal year ended October 31, 2007.

                                      184


Other Expenses

     In addition to the management fee and other fees described previously, each
Fund pays other expenses, such as legal, audit, transfer agency and custodian
out-of-pocket fees, proxy solicitation costs, and the compensation of Trustees
who are not affiliated with ING Investments. Most Fund expenses are allocated
proportionately among all of the outstanding shares of that Fund. However, the
Rule 12b-1 Plan fees for each class of shares are charged proportionately only
to the outstanding shares of that class.

                                  ADMINISTRATOR

     ING Funds Services, LLC ("Administrator") serves as administrator for each
of the Funds pursuant to Administration Agreements with each Trust. Subject to
the supervision of the Board, the Administrator provides the overall business
management and administrative services necessary to the proper conduct of the
Funds' business, except for those services performed by ING Investments under
the Investment Management Agreements, the Sub-Advisers under the Sub-Advisory
Agreements, the custodian under the Custodian Agreement, the transfer agent for
the Funds under the Transfer Agency Agreement, and such other service providers
as may be retained by the Funds from time to time. The Administrator acts as a
liaison among these service providers to the Funds. The Administrator is also
responsible for monitoring the Funds' in compliance with applicable legal
requirements and the investment policies and restrictions of a Fund and provides
office space for the Trust. The Administrator is an affiliate of ING
Investments. The Administrator receives an annual administration fee equal to
0.10% of each Fund's average daily net assets.

Total Administrative Fees Paid


                                                        October 31,
                                       --------------------------------------------
Fund                                      2007             2006             2005
------------------------------------   ----------       ----------       ----------
Asia-Pacific Real Estate/(1)/                 N/A              N/A              N/A
Disciplined International SmallCap     $  172,012/(2)/         N/A              N/A
Emerging Countries                     $  273,303       $  177,434       $  113,930
Emerging Markets Fixed Income          $  136,204       $    9,626/(3)/         N/A
European Real Estate/(1)/                     N/A              N/A              N/A
Foreign                                $  598,695       $  367,935       $  186,299
Global Bond                            $   26,827       $    8,336/(4)/         N/A
Global Equity Dividend                 $  337,490       $  180,525       $   90,757
Global Natural Resources               $  131,084       $  120,287       $   83,803
Global Real Estate                     $1,186,353       $  322,299       $  137,502
Global Value Choice                    $  117,878       $  106,212       $  109,155
Greater China                          $   51,532       $   16,419/(3)/         N/A
Index Plus International Equity        $  104,505       $ 50,022/(3)/           N/A
International Equity Dividend          $  10,059/(5)/          N/A              N/A
International Capital Appreciation     $   93,718       $   27,875/(3)/         N/A
International Growth Opportunities     $  133,283       $  128,073       $  114,794
International Real Estate              $  308,248       $   23,536/(6)/         N/A
International SmallCap Multi-Manager   $  883,343       $  467,914       $  339,063
International Value                    $6,148,846       $4,496,875       $4,073,046
International Value Choice             $   90,231       $   34,787       $    4,322/(7)/
International Value Opportunities      $    6,870/(8)/         N/A              N/A
Russia                                 $  868,951       $  575,845       $  208,559


----------

/1/  Asia-Pacific Real Estate Fund and European Real Estate Fund each had not
     commenced operations as of October 31, 2007, therefore, no administrative
     fees were paid for the fiscal year ended October 31, 2007.


/2/  Disciplined International SmallCap Fund commenced operations on December
     20, 2006. Reflects the ten-month period from December 20, 2006 to October
     31, 2007.

                                       185



/3/  Emerging Markets Fixed Income Fund, Greater China Fund, Index Plus
     International Equity Fund, and International Capital Appreciation Fund each
     commenced operations on December 21, 2005. Reflects the ten-month period
     from December 21, 2005 to October 31, 2006.


/4/  Global Bond Fund commenced operations on June 30, 2006. Reflects the
     four-month period from June 30, 2006 to October 31, 2006.
/5/  International Equity Dividend Fund commenced operations on June 28, 2007.
     Reflects the four-month period from February 28, 2007 to October 31, 2007.
/6/  International Real Estate Fund commenced operations on February 28, 2006.
     Reflects the eight-month period from February 28, 2006 to October 31, 2006.
/7/  International Value Choice Fund commenced operations on February 1, 2005.
     Reflects the nine-month period from February 1, 2005 to October 31, 2005.
/8/  International Value Opportunities Fund commenced operations February 28,
     2007. Reflects the eight-month period from February 28, 2007 to October 31,
     2007.


                                    CUSTODIAN

     The Bank of New York Mellon Corporation (formerly, The Bank of New York),
One Wall Street, New York, New York, 10286, serves as custodian of each of the
Funds. The custodian does not participate in determining the investment policies
of a Fund nor in deciding which securities are purchased or sold by a Fund. A
Fund may, however, invest in obligations of the custodian and may purchase or
sell securities from or to the custodian. For portfolio securities that are
purchased and held outside the United States, The Bank of New York Mellon
Corporation has entered into sub-custodian arrangements (which are designed to
comply with Rule 17f-5 under the 1940 Act) with certain foreign banks and
clearing agencies.


                                  LEGAL COUNSEL

     Legal matters for each Trust are passed upon by Dechert LLP, 1775 I Street,
N.W., Washington, D.C. 20006.

                  INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     KPMG LLP serves as the independent registered public accounting firm for
the Funds. KPMG provides audit services, tax return preparation and assistance
and consultation in connection with review of SEC filings. KPMG is located at 99
High Street, Boston, Massachusetts 02110.

                                 TRANSFER AGENT


     DST Systems, Inc., P.O. Box 219368, Kansas City, Missouri 64141-9368,
serves as the Transfer Agent and dividend-paying agent to the Funds.


                             PORTFOLIO TRANSACTIONS


     The Sub-Adviser for each Fund places orders for the purchase and sale of
investment securities for the Fund, pursuant to authority granted in the
relevant Investment Sub-Advisory Agreement. Subject to policies and procedures
approved by the Trust's Board, the Sub-Adviser has discretion to make decisions
relating to placing these orders, including, where applicable, selecting the
brokers or dealers that will execute the purchase and sale of investment
securities, negotiating the commission or other compensation paid to the broker
or dealer executing the trade, or using an electronic trading network ("ECN") or
alternative trading system ("ATS").

     In situations where a Sub-Adviser resigns or ING Investments otherwise
assumes day to day management of a Fund pursuant to its Investment Advisory
Agreement with the Fund, ING Investments will perform the services described
herein as being performed by the Sub-Adviser.

     How Securities Transactions are Effected

     Purchases and sales of securities on a securities exchange (which include
most equity securities) are effected through brokers who charge a commission for
their services. In transactions on securities exchanges in the United States,
these commissions are negotiated, while on many foreign securities exchanges
commissions are fixed. Securities traded in the over-the-counter markets (such
as fixed income securities and


                                       186



some equity securities) are generally traded on a "net" basis with market makers
acting as dealers; in these transactions, the dealers act as principal for their
own accounts without a stated commission, although the price of the security
usually includes a profit to the dealer. Transactions in certain over-the
counter securities also may be effected on an agency basis, when, in the
Sub-Adviser's opinion, the total price paid (including commission) is equal to
or better than the best total price available from a market maker. In
underwritten offerings, securities are usually purchased at a fixed price, which
includes an amount of compensation to the underwriter, generally referred to as
the underwriter's concession or discount. On occasion, certain money market
instruments may be purchased directly from an issuer, in which case no
commissions or discounts are paid. The Sub-Adviser may also place trades using
an ECN or ATS.

     How the Sub-Adviser Selects Broker Dealers

     The Sub-Adviser has a duty to seek to obtain best execution of the Fund's
orders, taking into consideration a full range of factors designed to produce
the most favorable overall terms reasonably available under the circumstances.
In selecting brokers and dealers to execute trades, the Sub-Adviser may consider
both the characteristics of the trade and the full range and quality of the
brokerage services available from eligible broker dealers. This consideration
often involves qualitative as well as quantitative judgments. Factors relevant
to the nature of the trade may include, among others, price (including the
applicable brokerage commission or dollar spread), the size of the order, the
nature and characteristics (including liquidity) of the market for the security,
the difficulty of execution, the timing of the order, potential market impact,
and the need for confidentiality, speed, and certainty of execution. Factors
relevant to the range and quality of brokerage services available from eligible
brokers and dealers may include, among others, the firms' execution, clearance,
settlement, and other operational facilities; willingness and ability to commit
capital or take risk in positioning a block of securities, where necessary;
special expertise in particular securities or markets; ability to provide
liquidity, speed and anonymity; the nature and quality of other brokerage and
research services provided to the Sub-Adviser (consistent with the "safe harbor"
described below); and the firms' general reputation, financial condition and
responsiveness to the Sub-Adviser, as demonstrated in the particular transaction
or other transactions. Subject to its duty to seek best execution of the Fund's
orders, the Sub-Adviser may select broker-dealers that participate in commission
recapture programs that have been established for the benefit of the Funds.
Under these programs, the participating broker-dealers will return to a Fund (in
the form of a credit to the Fund) a portion of the brokerage commissions paid to
the broker-dealers by the Fund. Theses credits are used to pay certain expenses
of the Fund. These commission recapture payments benefit the Funds, and not the
Sub-Adviser.

     The Safe Harbor for Soft Dollar Practices

     In selecting broker dealers to execute a trade for a Fund, the Sub-Adviser
may consider the nature and quality of brokerage and research services provided
to the Sub-Adviser as a factor in evaluating the most favorable overall terms
reasonably available under the circumstances. As permitted by Section 28(e) of
the 1934 Act, the Sub-Adviser may cause a Fund to pay a broker-dealer a
commission for effecting a securities transaction for a Fund that is in excess
of the commission which another broker-dealer would have charged for effecting
the transaction, if the Sub-Adviser makes a good faith determination that the
broker's commission paid by the Fund is reasonable in relation to the value of
the brokerage and research services provided by the broker-dealer, viewed in
terms of either the particular transaction or the Sub-Adviser's overall
responsibilities to the Fund and its other investment advisory clients. The
practice of using a portion of a Fund's commission dollars to pay for brokerage
and research services provided to the Sub-Adviser is sometimes referred to as
"soft dollars." Section 28(e) is sometimes referred to as a "safe harbor,"
because it permits this practice, subject to a number of restrictions, including
the Sub-Adviser's compliance with certain procedural requirements and
limitations on the type of brokerage and research services that qualify for the
safe harbor.

     Brokerage and Research Products and Services Under the Safe Harbor -
Research products and services may include, but are not limited to, general
economic, political, business and market information and reviews, industry and
company information and reviews, evaluations of securities and recommendations
as to the purchase and sale of securities, financial data on a company or
companies, performance and risk measuring services and analysis, stock price
quotation services, computerized historical financial databases and related


                                       187



software, credit rating services, analysis of corporate responsibility issues,
brokerage analysts' earning estimates, computerized links to current market
data, software dedicated to research, and portfolio modeling. Research services
may be provided in the form of reports, computer-generated data feeds and other
services, telephone contacts, and personal meetings with securities analysts, as
well as in the form of meetings arranged with corporate officers and industry
spokespersons, economists, academics and governmental representatives. Brokerage
products and services assist in the execution, clearance and settlement of
securities transactions, as well as functions incidental thereto, including but
not limited to related communication and connectivity services and equipment,
and software related to order routing, market access, algorithmic trading, and
other trading activities. On occasion, a broker-dealer may furnish the
Sub-Adviser with a service that has a mixed use (that is, the service is used
both for brokerage and research activities that are within the safe harbor and
for other activities). In this case, the Sub-Adviser is required to reasonably
allocate the cost of the service, so that any portion of the service that does
not qualify for the safe harbor is paid for by the Sub-Adviser from its own
funds, and not by portfolio commissions paid by a Fund.

     Benefits to the Sub-Adviser - Research products and services provided to
the Sub-Adviser by broker dealers that effect securities transactions for a Fund
may be used by the Sub-Adviser in servicing all of its accounts. Accordingly,
not all of these services may be used by the Sub-Adviser in connection with that
Fund or any of the Funds. Some of these products and services are also available
to the Sub-Adviser for cash, and some do not have an explicit cost or
determinable value. The research received does not reduce the sub-advisory fees
payable to the Sub-Adviser for services provided to the Fund. A Sub-Adviser's
expenses would likely increase if the Sub-Adviser had to generate these research
products and services through its own efforts, or if it paid for these products
or services itself.

     Broker Dealers that are Affiliated with ING Investments or a Sub-Adviser

Portfolio transactions may be executed by brokers affiliated with the ING Groep
or ING Investments or the Sub-Advisers, so long as the commission paid to the
affiliated broker is reasonable and fair compared to the commission that would
be charged by an unaffiliated broker in a comparable transaction.

     Prohibition on Use of Brokerage Commissions for Sales or Promotional
Activities

     The placement of portfolio brokerage with broker-dealers who have sold
shares of a Fund is subject to rules adopted by the SEC and FINRA. Under these
rules, a Sub-Adviser may not consider a broker's promotional or sales efforts on
behalf of any Fund when selecting a broker dealer for Fund portfolio
transactions, and neither the Funds nor a Sub-Adviser may enter into an
agreement under which a Fund directs brokerage transactions (or revenue
generated from such transactions) to a broker dealer to pay for distribution of
Fund shares. The Funds have adopted policies and procedures, approved by the
Board, that are designed to attain compliance with these prohibitions.

     Principal Trades and Research

     Purchases of securities for a Fund also may be made directly from issuers
or from underwriters. Purchase and sale transactions may be effected through
dealers which specialize in the types of securities which the Fund will be
holding. Dealers and underwriters usually act as principals for their own
account. Purchases from underwriters will include a concession paid by the
issuer to the underwriter and purchases from dealers will include the spread
between the bid and the asked price. If the execution and price offered by more
than one dealer or underwriter are comparable, the order may be allocated to a
dealer or underwriter which has provided such research or other services as
mentioned above.

     More Information about trading in Fixed Income Securities

     Purchases and sales of fixed-income securities will usually be principal
transactions. Such securities often will be purchased or sold from or to dealers
serving as market makers for the securities at a net price. Each


                                       188



Fund may also purchase such securities in underwritten offerings and will, on
occasion, purchase securities directly from the issuer. Generally, fixed income
securities are traded on a net basis and do not involve brokerage commissions.
The cost of executing fixed income securities transactions consists primarily of
dealer spreads and underwriting commissions.

     In purchasing and selling fixed income securities, it is the policy of each
Fund to obtain the best results, while taking into account the dealer's general
execution and operational facilities, the type of transaction involved and other
factors, such as the dealer's risk in positioning the securities involved. While
the Sub-Adviser generally seeks reasonably competitive spreads or commissions,
the Funds will not necessarily pay the lowest spread or commission available.

     Transition Management

Changes in Sub-Advisers, investment personnel, reorganizations or mergers of
Funds may result in the sale of a significant portion or even all of a Fund's
portfolio securities. This type of change generally will increase trading costs
and the portfolio turnover for the affected Fund. The Fund, ING Investments, or
the Sub-Adviser may engage a broker-dealer to provide transition management
services in connection with a change in Sub-Adviser or a reorganization or other
changes.

     Allocation of Trades

     Some securities considered for investment by a Fund may also be appropriate
for other clients served by that Fund's Sub-Adviser. If the purchase or sale of
securities consistent with the investment policies of a Fund and one or more of
these other clients is considered at or about the same time, transactions in
such securities will be placed on an aggregate basis and allocated among the
Fund and such other clients in a manner deemed fair and equitable, over time, by
the Sub-Adviser and consistent with the Sub-Adviser's written policies and
procedures. Sub-Advisers may use different methods of allocating the results
aggregated trades. Each Sub-Adviser's relevant policies and procedures and the
results of aggregated trades in which a Fund participated are subject to
periodic review by the Board. To the extent any of the Funds seek to acquire (or
dispose of) the same security at the same time, one or more of the Funds may not
be able to acquire (or dispose of) as large a position in such security as it
desires, or it may have to pay a higher (or receive a lower) price for such
security. It is recognized that in some cases, this system could have a
detrimental effect on the price or value of the security insofar as the Fund is
concerned. However, over time, a Fund's ability to participate in aggregate
trades is expected to provide better execution for the Fund.

     Cross-Transactions

     The Board has adopted a policy allowing trades to be made between
affiliated registered investment companies or series thereof provided they meet
the terms of Rule 17a-7 under the 1940 Act and conditions of the policy.

          Brokerage commissions paid by the series of ING Mutual Funds for
fiscal years ended October 31, 2007, 2006 and 2005 are as follows:



                                                        October 31,
                                       --------------------------------------------
Fund                                      2007                2006           2005
------------------------------------   ----------           --------       --------
Asia-Pacific Real Estate Fund/(1)/            N/A                N/A            N/A
Disciplined International SmallCap     $  472,088/(2)/           N/A            N/A
Emerging Countries                     $  818,899/(3)/      $428,122/(3)/  $277,647/(4)/
Emerging Markets Fixed Income          $    3,857/(3)/      $    108/(5)/       N/A
European Real Estate Fund/(1)/                N/A                N/A            N/A
Foreign                                $1,370,848/(3)/      $987,381/(3)/  $552,595/(3)/
Global Bond                            $   12,502/(3)/      $  1,038/(6)/       N/A
Global Equity Dividend                 $  257,703/(3)/      $151,515/(3)/  $143,377/(3)/


                                       189



                                                        October 31,
                                       --------------------------------------------
Fund                                      2007                2006           2005
------------------------------------   ----------           --------       --------
Global Natural Resources               $  358,542/(4)/      $940,832/(3)/  $522,431/(4)/
Global Real Estate                     $2,483,328/(3)/      $845,893/(3)/  $497,444/(3)/
Global Value Choice                    $  204,758/(4)/      $227,142/(3)/  $162,964/(4)/
Greater China                          $  345,909/(3)/      $133,269/(5)/       N/A
Index Plus International Equity        $  152,600/(3)/      $134,664/(5)/       N/A
International Capital Appreciation     $  194,760/(3)/      $126,678/(5)/       N/A
International Equity Dividend          $   30,871/(7)/           N/A            N/A
International Growth Opportunities     $  674,875/(3)/      $665,648/(3)/  $565,766/(3)/
International Real Estate              $  829,180/(3)/      $162,224/(8)/       N/A
International SmallCap Multi-Manager   $1,257,489/(3)/      $451,697/(4)/  $581,386/(4)/
International Value Choice Fund        $  184,826/(3)/      $ 99,186/(3)/  $ 15,670/(9)/
International Value Opportunities      $    7,892/(10)/          N/A            N/A
Russia                                 $  298,125/(4)/      $819,426/(3)/  $102,267/(4)/


----------

/(1)/  Asia-Pacific Real Estate Fund and European Real Estate Fund each had not
       commenced operations as of October 31, 2007, therefore, no brokerage
       commissions were paid for the fiscal year ended October 31, 2007.


/(2)/  Disciplined International SmallCap Fund commenced oprations on December
       20, 2006. Reflects the ten-month period from December 20, 2006 to October
       31, 2007.
/(3)/  The increase in brokerage commission paid by the Fund is due to an
       increase in the trading activity of the Fund.
/(4)/  The decrease in the brokerage commission paid by the Fund was due to a
       decrease in the trading activity of the Fund.


/(5)/  Emerging Markets Fixed Income Fund, Greater China Fund, Index Plus
       International Equity Fund, and International Capital Appreciation Fund
       each commenced operations on December 21, 2005. Reflects the ten-month
       period from December 21, 2005 to October 31, 2006.


/(6)/  Global Bond Fund commenced operations on June 30, 2006. Reflects the
       four-month period from June 30, 2006 to October 31, 2006.
/(7)/  International Equity Dividend Fund commenced operations on June 28, 2007.
       Reflects the four-month period from June 28, 2007 to October 31, 2007.
/(8)/  International Real Estate Fund commenced operations on February 28, 2006.
       Reflects the eight-month period from February 28, 2006 to October
       31, 2006.
/(9)/  International Value Choice Fund commenced operations on February 1, 2005.
       Reflects the nine-month period from February 1, 2005 to October 31, 2005.
/(10)/ International Value Opportunities Fund commenced operations on February
       28, 2007. Reflects the eight-month period from February 28, 2007 to
       October 31, 2007.

          Brokerage commissions paid by the series of Mayflower Trust for
previous fiscal years/periods are as follows:


                                      October 31,
                      --------------------------------------------
Fund                     2007             2006             2005
-------------------   ----------       ----------       ----------
International Value   $5,031,364/(1)/  $3,735,531/(1)/  $2,959,276/(2)/


/1/  The increase in brokerage commission paid by the Fund is due to an
     increase in the trading activity of the Fund.
/2/  The decrease in the brokerage commission paid by the Fund is due to a
     decrease in the trading activity of the Fund.


          During the fiscal years ended October 31, 2007, 2006 and 2005, of the
total commissions paid, the Funds received $190,289, $84,119 and $83,974,
respectively, by firms which provided research, statistical or other services to
ING Investments. ING Investments has not separately identified a portion of such
commissions as applicable to the provision of such research, statistical or
otherwise.


          During the fiscal year ended October 31, 2007, the following Funds
paid affiliated persons of the Fund brokerage commissions as follows:


ING Global Equity Dividend Fund



      Affiliated
        Broker          Total Fund Principal   % of Principal   Affiliated Commission   Fund Total Commission   % of Commission
---------------------   --------------------   --------------   ---------------------   ---------------------   ---------------
ING Baring LLC              $329,620,887            0.31%               $1,025                 $257,703              0.40%
ING Securities              $329,620,887            0.03%                  349                 $257,703              0.14%


                                       190



ING Global Real Estate Fund



      Affiliated
        Broker          Total Fund Principal   % of Principal   Affiliated Commission   Fund Total Commission   % of Commission
---------------------   --------------------   --------------   ---------------------   ---------------------   ---------------
ING Baring LLC             $2,050,792,617           1.41%              $46,923                $2,483,328             1.89%



ING Emerging Countries Fund



      Affiliated
        Broker          Total Fund Principal   % of Principal   Affiliated Commission   Fund Total Commission   % of Commission
---------------------   --------------------   --------------   ---------------------   ---------------------   ---------------
ING Baring LLC             $292,613,721             0.42%               $3,714                 $818,899              0.45%



ING Foreign Fund



      Affiliated
        Broker          Total Fund Principal   % of Principal   Affiliated Commission   Fund Total Commission   % of Commission
---------------------   --------------------   --------------   ---------------------   ---------------------   ---------------
ING Securities             $861,033,558             1.24%              $40,839                $1,370,848             2.98%
ING Baring LLC             $861,033,558             0.77%              $20,139                $1,370,848             1.47%



ING Greater China Fund



      Affiliated
        Broker          Total Fund Principal   % of Principal   Affiliated Commission   Fund Total Commission   % of Commission
---------------------   --------------------   --------------   ---------------------   ---------------------   ---------------
ING Baring LLC              $4,535,887              3.38%              $11,758                 $345,909              3.40%



ING International Equity Dividend Fund



      Affiliated
        Broker          Total Fund Principal   % of Principal   Affiliated Commission   Fund Total Commission   % of Commission
---------------------   --------------------   --------------   ---------------------   ---------------------   ---------------
ING Securities               $49,030,464            0.07%                34                    $30,871               0.11%
ING Baring LLC               $49,030,464            0.04%                20                    $30,871               0.06%



ING International Real Estate Fund



      Affiliated
        Broker          Total Fund Principal   % of Principal   Affiliated Commission   Fund Total Commission   % of Commission
---------------------   --------------------   --------------   ---------------------   ---------------------   ---------------
ING Baring LLC              $600,110,802            1.34%               $15,279                $829,180              1.84%



ING International SmallCap Multi-Manager Fund



      Affiliated
        Broker          Total Fund Principal   % of Principal   Affiliated Commission   Fund Total Commission   % of Commission
---------------------   --------------------   --------------   ---------------------   ---------------------   ---------------
ING Baring LLC             $1,900,809,688           0.19%               $3,581                $1,257,489             0.28%



ING International Value Fund



      Affiliated
        Broker          Total Fund Principal   % of Principal   Affiliated Commission   Fund Total Commission   % of Commission
---------------------   --------------------   --------------   ---------------------   ---------------------   ---------------
ING Baring LLC             $3,355,079,211           0.67%               $6,616                $5,031,364             0.13%



ING International Value Choice Fund



      Affiliated
        Broker          Total Fund Principal   % of Principal   Affiliated Commission   Fund Total Commission   % of Commission
---------------------   --------------------   --------------   ---------------------   ---------------------   ---------------
ING Baring LLC              $144,917,469            0.19%                408                   $184,826              0.22%


                                       191



ING Russia Fund



      Affiliated
        Broker          Total Fund Principal   % of Principal   Affiliated Commission   Fund Total Commission   % of Commission
---------------------   --------------------   --------------   ---------------------   ---------------------   ---------------
ING Baring LLC              $204,789,809            3.99%              $12,262                 $298,125              4.11%
ING Bank, London            $204,789,809            3.16%              $ 9,700                 $298,125              3.25%


          During the fiscal year ended October 31, 2006, the following Funds
paid affiliated persons of the Fund brokerage commissions as follows:


Emerging Countries Fund



      Affiliated
        Broker          Total Fund Principal   % of Principal   Affiliated Commission   Fund Total Commission   % of Commission
---------------------   --------------------   --------------   ---------------------   ---------------------   ---------------
ING Barings, LLC            $ 154,485,447           1.31%               $6,972                 $428,122              1.63%



Foreign Fund



      Affiliated
        Broker          Total Fund Principal   % of Principal   Affiliated Commission   Fund Total Commission   % of Commission
---------------------   --------------------   --------------   ---------------------   ---------------------   ---------------
ING Bank N.V., London       $556,876,444           1.82%               $42,265                $987,381               4.28%
ING Securities              $556,876,444           0.12%               $3,851                 $987,381               0.39%



International Value Fund



      Affiliated
        Broker          Total Fund Principal   % of Principal   Affiliated Commission   Fund Total Commission   % of Commission
---------------------   --------------------   --------------   ---------------------   ---------------------   ---------------
ING Barings, LLC           $2,152,112,795          0.51%               $12,415               $3,735,531              0.33%



Russia Fund



      Affiliated
        Broker          Total Fund Principal   % of Principal   Affiliated Commission   Fund Total Commission   % of Commission
---------------------   --------------------   --------------   ---------------------   ---------------------   ---------------
ING Barings, LLC            $348,576,882           1.72%               $11,935                 $819,426              1.46%
ING Securities              $348,576,882           1.64%               $11,387                 $819,426              1.39%
ING Bank N.V., London       $348,576,882           0.17%               $ 1,201                 $819,426              0.15%


          During the fiscal year ended October 31, 2005, the following Funds
paid affiliated persons of the Fund brokerage commissions as follows:


Emerging Countries Fund



      Affiliated
        Broker          Total Fund Principal   % of Principal   Affiliated Commission   Fund Total Commission   % of Commission
---------------------   --------------------   --------------   ---------------------   ---------------------   ---------------
ING Baring LLC               $205,655,711           0.27%              $1,890                  $277,647              0.68%



Foreign Fund



      Affiliated
        Broker          Total Fund Principal   % of Principal   Affiliated Commission   Fund Total Commission   % of Commission
---------------------   --------------------   --------------   ---------------------   ---------------------   ---------------
ING Baring LLC              $337,796,926            1.40%              $22,418                 $552,595              4.06%
ING Financial               $337,796,926            0.10%              $ 2,686                 $552,595              0.49%
ING Securities              $337,796,926            0.03%              $   548                 $552,595              0.10%



Global Equity Dividend Fund



      Affiliated
        Broker          Total Fund Principal   % of Principal   Affiliated Commission   Fund Total Commission   % of Commission
---------------------   --------------------   --------------   ---------------------   ---------------------   ---------------
ING Baring LLC              $211,240,983            0.02%               $156                   $143,377               0.11%


                                       192



International SmallCap Multi-Manager Fund



      Affiliated
        Broker          Total Fund Principal   % of Principal   Affiliated Commission   Fund Total Commission   % of Commission
---------------------   --------------------   --------------   ---------------------   ---------------------   ---------------
ING Baring LLC              $873,890,715            0.53%              $6,961                  $581,386               1.20%



Russia Fund



      Affiliated
        Broker          Total Fund Principal   % of Principal   Affiliated Commission   Fund Total Commission   % of Commission
---------------------   --------------------   --------------   ---------------------   ---------------------   ---------------
ING Bank, London             $57,001,383            2.17%              $2,472                  $102,267               2.42%
ING Baring LLC               $57,001,383            0.95%              $1,083                  $102,267               1.06%


          During the fiscal year ended October 31, 2007, the following Funds
acquired securities of their regular brokers or dealers (as defined in Rule
10b-1 under the 1940 Act) or their parents:


Fund                                     Security Description         Market Value
--------------------------------------   --------------------------   ------------
ING Global Natural Resources             Morgan Stanley Group Inc.     $  536,000
ING Index Plus International Equity      Credit Suisse First Boston    $1,686,790
ING International Growth Opportunities   Morgan Stanley Group Inc.     $  574,000
ING International Value Opportunities    UBS AG                        $  182,282
ING Emerging Markets Fixed Income        Barclays Capital Inc.         $  787,367
                                         HSBC Bank                     $1,207,458
                                         Credit Suisse First Boston    $2,894,132
                                         UBS AG                        $  397,866
ING Global Bond                          Morgan Stanley Group Inc.     $  492,103
                                         Lehman Brothers               $   96,913
                                         JPMorgan Chase                $  245,005


Capitalization and Voting Rights

          The authorized capital of ING Mutual Funds and ING Mayflower Trust, is
in each case an unlimited number of shares of beneficial interest. Holders of
shares of each Fund have one vote for each share held. All shares when issued
are fully paid, non-assessable, and redeemable. Shares have no preemptive
rights. All shares have equal voting, dividend and liquidation rights. Shares
have non-cumulative voting rights, which means that the holders of more than 50%
of the shares voting for the election of Trustees can elect 100% of the Trustees
if they choose to do so, and in such event the holders of the remaining shares
voting for the election of Trustees will not be able to elect any person or
persons to the Board. Generally, there will not be annual meetings of
shareholders. There will normally be no meetings of shareholders for the purpose
of electing Trustees unless and until such time as less than a majority of the
Trustees holding office have been elected by shareholders, at which time the
Trustees then in office will call a shareholders' meeting for the election of
Trustees. Shareholders may, in accordance with a Fund's charter, cause a meeting
of shareholders to be held for the purpose of voting on the removal of Trustees.
Meetings of the shareholders will be called upon written request of shareholders
holding in the aggregate not less than 10% of the outstanding shares of the
affected Fund or class having voting rights. Except as set forth above and
subject to the 1940 Act, the Trustees will continue to hold office and appoint
successor Trustees. Shareholders may remove Trustees from office by votes cast
at a meeting of shareholders or by written consent.

     The Board may classify or reclassify any unissued shares into shares of any
series by setting or changing

                                       193


in any one or more respects, from time to time, prior to the issuance of such
shares, the preferences, conversion or other rights, voting powers,
restrictions, limitations as to dividends or qualifications of such shares. Any
such classification or reclassification will comply with the provisions of the
1940 Act. The Board may create additional series (or classes of series) of
shares without shareholder approval. Any series or class of shares may be
terminated by a vote of the shareholders of such series or class entitled to
vote or by the Trustees of the Trust by written notice to shareholders of such
series or class.

                        PURCHASE AND REDEMPTION OF SHARES


Class A, Class B, Class C, Class I and Class Q Shares

     A complete description of the manner in which shares may be purchased,
redeemed or exchanged appears in the Prospectuses under "Shareholder Guide."
Shares of the Funds are offered at the NAV next computed following receipt of
the order by the dealer (and/or the Distributor) or by the Trusts' transfer
agent, DST Systems, Inc. ("Transfer Agent"), plus, for Class A shares, a varying
sales charge depending upon the class of shares purchased and the amount of
money invested, as set forth in the Prospectuses. An investor may exchange
shares of a Fund for shares of the same class of any Fund, without paying any
additional sales charge. Shares subject to a contingent deferred sales charge
("CDSC") will continue to age from the date that the original shares were
purchased.


     If you invest in a Fund through a financial intermediary, you may be
charged a commission or transaction fee by the financial intermediary for the
purchase and sale of Fund shares.


     Certain investors may purchase shares of the Funds with liquid assets with
a value which is readily ascertainable by reference to a domestic exchange price
and which would be eligible for purchase by a Fund consistent with the Fund's
investment policies and restrictions. These transactions only will be effected
if ING Investments or a Sub-Adviser intends to retain the security in the Fund
as an investment. Assets so purchased by a Fund will be valued in generally the
same manner as they would be valued for purposes of pricing the Fund's shares,
if such assets were included in the Fund's assets at the time of purchase. Each
Trust reserves the right to amend or terminate this practice at any time.


Special Purchases at Net Asset Value - Class A Shares

     Class A shares of the Funds may be purchased at NAV, without a sales
charge, by persons who have redeemed their Class A Shares of a Fund (or shares
of other funds managed by ING Investments in accordance with the terms of such
privileges established for such funds) within the previous ninety (90) days. The
amount that may be so reinvested in the Fund is limited to an amount up to, but
not exceeding, the redemption proceeds (or to the nearest full share if
fractional shares are not purchased). In order to exercise this privilege, a
written order for the purchase of shares must be received by the Transfer Agent,
or be postmarked, within ninety (90) days after the date of redemption. This
privilege may only be used once per calendar year. Payment must accompany the
request and the purchase will be made at the then current NAV of the Fund. Such
purchases may also be handled by a securities dealer who may charge a
shareholder for this service. If the shareholder has realized a gain on the
redemption, the transaction is taxable and any reinvestment will not alter any
applicable Federal capital gains tax. If there has been a loss on the redemption
and a subsequent reinvestment pursuant to this privilege, some or all of the
loss may not be allowed as a tax deduction depending upon the amount reinvested,
although such disallowance is added to the tax basis of the shares acquired upon
the reinvestment.

     Additionally, Class A shares of the Funds may also be purchased at NAV by
any charitable organization or any state, county, or city, or any
instrumentality, department, authority or agency thereof that has determined
that a Fund is a legally permissible investment and that is prohibited by
applicable investment law from paying a sales charge or commission in connection
with the purchase of shares of any registered management investment company ("an
eligible governmental authority"). If an investment by an eligible

                                       194


governmental authority at NAV is made through a dealer who has executed a
selling group agreement with respect to the Trusts (or the other open-end ING
Funds) the Distributor may pay the selling firm 0.25% of the Offering Price.

     Shareholders of the ING Money Market Fund (ING Classic Money Market Fund)
who acquired their shares by using all or a portion of the proceeds from the
redemption of Class A shares of other open-end ING Funds distributed by the
Distributor may reinvest such amount plus any shares acquired through dividend
reinvestment in Class A shares of a Fund at its current NAV, without a sales
charge.

     The officers and Trustees (including retired officers and retired Board
members), bona fide full-time employees of the Funds (including retired Fund
employees) and the officers, directors and full-time employees of their
investment adviser, sub-adviser, principal underwriter, or any service provider
to a Fund or affiliated corporations thereof (including retired officers and
employees of the investment adviser, principal underwriter, ING-affiliated
service providers and affiliated corporations thereof) or any trust, pension,
profit-sharing or other benefit plan for such persons, broker-dealers, for their
own accounts or for members of their families (defined as current spouse,
children, parents, grandparents, uncles, aunts, siblings, nephews, nieces,
step-relations, relations at-law, and cousins) employees of such broker-dealers
(including their immediate families) and discretionary advisory accounts of ING
Investments or any Sub-Adviser, may purchase Class A shares of a Fund at NAV
without a sales charge. Such purchaser may be required to sign a letter stating
that the purchase is for his own investment purposes only and that the
securities will not be resold except to the Fund. A Fund may, under certain
circumstances, allow registered adviser's to make investments on behalf of their
clients at NAV without any commission or concession. A Fund may terminate or
amend the terms of this sales charge waiver at any time.

     Class A shares may also be purchased without a sales charge by (i)
shareholders who have authorized the automatic transfer of dividends from the
same class of another ING Fund distributed by the Distributor or from ING Prime
Rate Trust; (ii) registered investment advisors, trust companies and bank trust
departments investing in Class A shares on their own behalf or on behalf of
their clients, provided that the aggregate amount invested in any one or more
Funds, during the thirteen (13)-month period starting with the first investment,
equals at least $1 million; (iii) broker-dealers, who have signed selling group
agreements with the Distributor, and registered representatives and employees of
such broker-dealers, for their own accounts or for members of their families
(defined as current spouse, children, parents, grandparents, uncles, aunts,
siblings, nephews, nieces, step relations, relations-at-law and cousins); (iv)
broker-dealers using third party administrators for qualified retirement plans
who have entered into an agreement with the ING Funds or an affiliate, subject
to certain operational and minimum size requirements specified from time-to-time
by the ING Funds; (v) accounts as to which a banker or broker-dealer charges an
account management fee ("wrap accounts"); (vi) any registered investment company
for which ING Investments serves as adviser; (vii) investors who purchase Fund
shares with redemption proceeds received in connection with a distribution from
a retirement plan investing either (1) directly in any Fund or through an
unregistered separate account sponsored by DSL or any successor thereto or
affiliate thereof or (2) in a registered separate account sponsored by DSL or
any successor thereto or affiliate thereof, but only if no deferred sales charge
is paid in connection with such distribution and the investor receives the
distribution in connection with a separation from service, retirement, death or
disability; and (viii) insurance companies (including separate accounts); and
(ix) former Class M shareholders.

     The Funds may terminate or amend the terms of these sales charge waivers at
any time.

Letters of Intent and Rights of Accumulation - Class A Shares

     An investor may immediately qualify for a reduced sales charge on a
purchase of Class A shares of any of the ING Funds which offers Class A shares
or shares with front-end sales charges, by completing the Letter of Intent
section of the Shareholder Application in the Prospectus (the "Letter of Intent"
or "Letter"). By completing the Letter, the investor expresses an intention to
invest during the next thirteen (13) months a specified amount which if made at
one time would qualify for the reduced sales charge. At any time within ninety
(90) days after the first investment which the investor wants to qualify for the
reduced sales charge, a

                                       195



signed Shareholder Application, with the Letter of Intent section completed, may
be filed with the Fund. Those holdings will be counted towards completion of the
Letter of Intent but will not be entitled to a retroactive downward adjustment
of sales charge until the Letter of Intent is fulfilled. After the Letter of
Intent is filed, each additional investment made will be entitled to the sales
charge applicable to the level of investment indicated on the Letter of Intent
as described above. Sales charge reductions based upon purchases in more than
one investment in the Funds will be effective only after notification to the
Distributor that the investment qualifies for a discount. The shareholder's
holdings in the Funds (including ING Senior Income Fund and excluding any ING
money market fund) acquired within ninety (90) days before the Letter of Intent
is filed, will be counted towards completion of the Letter of Intent, but will
not be entitled to a retroactive downward adjustment of sales charges until the
Letter of Intent is fulfilled. Any redemptions made by the shareholder during
the thirteen (13)-month period will be subtracted from the amount of the
purchases for purposes of determining whether the terms of the Letter of Intent
have been completed. If the Letter of Intent is not completed within the
thirteen (13)-month period, there will be an upward adjustment of the sales
charge as specified below, depending upon the amount actually purchased (less
redemption) during the period.


     An investor acknowledges and agrees to the following provisions by
completing the Letter of Intent section of the Shareholder Application in the
Prospectus. A minimum initial investment equal to 25% of the intended total
investment is required. An amount equal to the maximum sales charge or 5.75% of
the total intended purchase will be held in escrow at Funds, in the form of
shares, in the investor's name to assure that the full applicable sales charge
will be paid if the intended purchase is not completed. The shares in escrow
will be included in the total shares owned as reflected on the monthly
statement; income and capital gain distributions on the escrow shares will be
paid directly by the investor. The escrow shares will not be available for
redemption by the investor until the Letter of Intent has been completed, or the
higher sales charge paid. If the total purchases, less redemptions, equal the
amount specified under the Letter, the shares in escrow will be released. If the
total purchases, less redemptions, exceed the amount specified under the Letter
and is an amount which would qualify for a further quantity discount, a
retroactive price adjustment will be made by the Distributor and the dealer with
whom purchases were made pursuant to the Letter of Intent (to reflect such
further quantity discount) on purchases made within ninety (90) days before, and
on those made after filing the Letter. The resulting difference in offering
price will be applied to the purchase of additional shares at the applicable
offering price. If the total purchases, less redemptions, are less than the
amount specified under the Letter, the investor will remit to the Distributor an
amount equal to the difference in dollar amount of sales charge actually paid
and the amount of sales charge which would have applied to the aggregate
purchases if the total of such purchases had been made at a single account in
the name of the investor or to the investor's order. If within ten (10) days
after written request such difference in sales charge is not paid, the
redemption of an appropriate number of shares in escrow to realize such
difference will be made. If the proceeds from a total redemption are inadequate,
the investor will be liable to the Distributor for the difference. In the event
of a total redemption of the account prior to fulfillment of the Letter of
Intent, the additional sales charge due will be deducted from the proceeds of
the redemption and the balance will be forwarded to the Investor. By completing
the Letter of Intent section of the Shareholder Application, an investor grants
to the Distributor a security interest in the shares in escrow and agrees to
irrevocably appoint the Distributor as his attorney-in-fact with full power of
substitution to surrender for redemption any or all shares for the purpose of
paying any additional sales charge due and authorizes the Transfer Agent or
Sub-Transfer Agent to receive and redeem shares and pay the proceeds as directed
by the Distributor. The investor or the securities dealer must inform the
Transfer Agent or the Distributor that this Letter is in effect each time a
purchase is made.

     If at any time prior to or after completion of the Letter of Intent the
investor wishes to cancel the Letter of Intent, the investor must notify the
Distributor in writing. If, prior to the completion of the Letter of Intent, the
investor requests the Distributor to liquidate all shares held by the investor,
the Letter of Intent will be terminated automatically. Under either of these
situations, the total purchased may be less than the amount specified in the
Letter of Intent. If so, the Distributor will redeem at NAV to remit to the
Distributor and the appropriate authorized dealer an amount equal to the
difference between the dollar amount of the sales charge actually paid and the
amount of the sales charge that would have been paid on the total purchases if
made at one time.

                                       196



     The value of shares of the Funds plus shares of the other open-end ING
Funds (including ING Senior Income Fund and excluding any ING money market fund)
can be combined with a current purchase to determine the reduced sales charge
and applicable offering price of the current purchase. The reduced sales charge
applies to quantity purchases made at one time or on a cumulative basis over any
period of time by (i) an investor, (ii) the investor's spouse and children under
the age of majority, (iii) the investor's custodian accounts for the benefit of
a child under the Uniform gift to Minors Act, (iv) a trustee or other fiduciary
of a single trust estate or a single fiduciary account (including a pension,
profit-sharing and/or other employee benefit plans qualified under Section 401
of the Code), by trust companies' registered investment advisers, banks and bank
trust departments for accounts over which they exercise exclusive investment
discretionary authority and which are held in a fiduciary, agency, advisory,
custodial or similar capacity.


     The reduced sales charge also applies on a non-cumulative basis, to
purchases made at one time by the customers of a single dealer, in excess of $1
million. The Letter of Intent option may be modified or discontinued at any
time.


     Shares of the Funds and other open-end ING Funds (excluding shares of ING
Classic Money Market Fund) purchased and owned of record or beneficially by a
corporation, including employees of a single employer (or affiliates thereof)
including shares held by its employees, under one or more retirement plans, can
be combined with a current purchase to determine the reduced sales charge and
applicable offering price of the current purchase, provided such transactions
are not prohibited by one or more provisions of the Employee Retirement Income
Security Act or the Code. Individuals and employees should consult with their
tax advisors concerning the tax rules applicable to retirement plans before
investing.


     For the purposes of Rights of Accumulation and the Letter of Intent
Privilege, shares held by investors in the ING Funds which impose a CDSC may be
combined with Class A shares for a reduced sales charge but will not affect any
CDSC which may be imposed upon the redemption of shares of a Fund which imposes
a CDSC.

Redemptions

     Payment to shareholders for shares redeemed will be made within seven (7)
days after receipt by the Funds' Transfer Agent of the written request in proper
form, except that a Fund may suspend the right of redemption or postpone the
date of payment during any period when (a) trading on the NYSE is restricted as
determined by the SEC or such exchange is closed for other than weekends and
holidays; (b) an emergency exists as determined by the SEC making disposal of
portfolio series or valuation of net assets of a Fund not reasonably
practicable; or (c) for such other period as the SEC may permit for the
protection of a Fund's shareholders. At various times, a Fund may be requested
to redeem shares for which it has not yet received good payment. Accordingly,
the Fund may delay the mailing of a redemption check until such time as it has
assured itself that good payment has been collected for the purchase of such
shares, which may take up to fifteen (15) days or longer.

     Each Fund intends to pay in cash for all shares redeemed, but under
abnormal conditions that make payment in cash unwise, a Fund may make payment
wholly or partly in securities at their then current market value equal to the
redemption price. In such case, an investor may incur brokerage costs in
converting such securities to cash. However, each Trust has elected to be
governed by the provisions of Rule 18f-1 under the 1940 Act, which contain a
formula for determining the minimum amount of cash to be paid as part of any
redemption. In the event a Fund must liquidate portfolio securities to meet
redemptions, it reserves the right to reduce the redemption price by an amount
equivalent to the pro-rated cost of such liquidation not to exceed one percent
of the NAV of such shares.

     Due to the relatively high cost of handling small investments, each Trust
reserves the right, upon thirty (30) days' written notice, to redeem, at NAV
(less any applicable deferred sales charge), the shares of any shareholder whose
account (except for IRAs) has a total value of less than the Fund minimum for
each class (as described in each Fund's respective Prospectus), other than as a
result of a decline in the NAV per share. Before the Fund redeems such shares
and sends the proceeds to the shareholder, it will notify the shareholder

                                       197


that the value of the shares in the account is less than the minimum amount and
will allow the shareholder thirty (30) days to make an additional investment in
an amount that will increase the value of the account to at least the minimum
before the redemption is processed.

     The value of shares on redemption or repurchase may be more or less than
the investor's cost, depending upon the market value of the portfolio securities
at the time of redemption or repurchase.

     Certain purchases of Class A shares and most Class B and Class C shares may
be subject to a CDSC. Shareholders will be charged a CDSC if certain of those
shares are redeemed within the applicable time period as stated in the
Prospectus.

     No CDSC is imposed on any shares subject to a CDSC to the extent that those
shares (i) are no longer subject to the applicable holding period, (ii) resulted
from reinvestment of distributions on CDSC shares, or (iii) were exchanged for
shares of another fund managed by ING Investments, provided that the shares
acquired in such exchange and subsequent exchanges will continue to remain
subject to the CDSC, if applicable, until the applicable holding period expires.

     The CDSC or redemption fee will be waived for certain redemptions of shares
upon (i) the death or permanent disability of a shareholder, or (ii) in
connection with mandatory distributions from an Individual Retirement Account
("IRA") or other qualified retirement plan. The CDSC or redemption fee will be
waived in the case of a redemption of shares following the death or permanent
disability of a shareholder if the redemption is made within one year of death
or initial determination of permanent disability. The waiver is available for
total or partial redemptions of shares owned by an individual or an individual
in joint tenancy (with rights of survivorship), but only for redemptions of
shares held at the time of death or initial determination of permanent
disability. The CDSC or redemption fee will also be waived in the case of a
total or partial redemption of shares in connection with any mandatory
distribution from a tax-deferred retirement plan or an IRA. The waiver does not
apply in the case of a tax-free rollover or transfer of assets, other than one
following a separation from services, except that a CDSC or redemption fee may
be waived in certain circumstances involving redemptions in connection with a
distribution from a qualified employer retirement plan in connection with
termination of employment or termination of the employer's plan and the transfer
to another employer's plan or to an IRA. The shareholder must notify the Fund
either directly or through the Distributor at the time of redemption that the
shareholder is entitled to a waiver of CDSC or redemption fee. The waiver will
then be granted subject to confirmation of the shareholder's entitlement. The
CDSC or redemption fee, which may be imposed on Class A shares purchased in
excess of $1 million, will also be waived for registered investment advisors,
trust companies and bank trust departments investing on their own behalf or on
behalf of their clients. These waivers may be changed at any time.

     A redemption fee of 2.00% will be charged on the redemption of shares of
Russia Fund held less than 365 days. The fee is not a sales charge (load); it
will be paid directly to the Funds. The redemption fee is designed to offset
brokerage commissions, market impact, and other costs associated with short-term
trading. The redemption fee is not assessed on shares acquired through the
reinvestment of dividends or distributions paid by the Funds.

Reinstatement Privilege - Class B and Class C Shares

     If you sell Class B or Class C shares of a Fund, you may reinvest some or
all of the proceeds in the same share class within ninety (90) days without a
sales charge. Reinstated Class B or Class C shares will retain their original
cost and purchase date for purposes of the CDSC. The amount of any CDSC also
will be reinstated. To exercise this privilege, the written order for the
purchase of shares must be received by the Transfer Agent or be postmarked
within ninety (90) days after the date of redemption. This privilege can be used
only once per calendar year. If a loss is incurred on the redemption and the
reinstatement privilege is used, some or all of the loss may not be allowed as a
tax deduction.

                                       198


Conversion of Class B Shares


     A shareholder's Class B shares will automatically convert to Class A shares
in the Fund on the second calendar day of the following month in which the
eighth anniversary of the issuance of the Class B shares occurs, together with a
pro rata portion of all Class B shares representing dividends and other
distributions paid in additional Class B shares. The conversion of Class B
shares into Class A shares is subject to the continuing availability of an
opinion of counsel or an Internal Revenue Service ("IRS") ruling, if ING
Investments deems it advisable to obtain such advice, to the effect that (1)
such conversion will not constitute taxable events for federal tax purposes; and
(2) the payment of different dividends on Class A and Class B shares does not
result in the Fund's dividends or distributions constituting "preferential
dividends" under the Internal Revenue Code of 1986. The Class B shares so
converted will no longer be subject to the higher expenses borne by Class B
shares. The conversion will be effected at the relative NAV per share of the two
Classes.


Dealer Commissions and Other Incentives

     In connection with the sale of shares of the Funds, the Distributor may pay
Authorized Dealers of record a sales commission as a percentage of the purchase
price. In connection with the sale of Class A shares of the Funds (except
Emerging Markets Fixed Income Fund and Global Bond Fund), the Distributor will
reallow the following amounts to Authorized Dealers of record from the sales
charge on such sales:

                        Dealers' Reallowance as a Percentage of Offering
                                              Price
Amount of Transaction                        Class A
---------------------   ------------------------------------------------
  Less than $50,000                           5.00%
  $50,000 - $99,999                           3.75%
 $100,000 - $249,999                          2.75%
 $250,000 - $499,000                          2.00%
 $500,000 - $999,999                          1.75%
 $1,000,000 and over                        See below


     In connection with sale of Class A shares of Emerging Markets Fixed Income
Fund and Global Bond Fund, the Distributor will reallow the following amounts to
Authorized Dealers of record from the sales charge on such sales:


Amount of Transaction   Percentage of Offering Price
                                   Class A
---------------------   ----------------------------
  Less than $100,000                2.00%
 $100,000 to $499,999               1.50%
 $500,000 to $999,999               1.00%
 $1 million and over              See below

     The Distributor may pay to Authorized Dealers out of its own assets
commissions on shares sold in Class A, Class B and Class C shares, at NAV, which
at the time of investment would have been subject to the imposition of a CDSC if
redeemed. There is no sales charge on purchases of $1,000,000 or more of Class A
shares. However, such purchases may be subject to a CDSC, as disclosed in the
Prospectus. The Distributor will pay Authorized Dealers of record commissions at
the rates shown in the table below for purchases of Class A shares that are
subject to a CDSC:

                                       199


                           Dealer Commission as a Percentage of Amount
  Amount of Transaction                      Invested
------------------------   -------------------------------------------
$1,000,000 to $2,499,000                      1.00%
$2,500,000 to $4,999,999                      0.50%
$5,000,000 and over                           0.25%

     Also, the Distributor will pay out of its own assets a commission of 1.00%
of the amount invested for purchases of Class A shares of less than $1 million
by qualified retirement plans with 50 or more participants.

     The Distributor will pay out of its own assets a commission of 4.00% of the
amount invested for purchases of Class B shares subject to a CDSC. For purchases
of Class C shares subject to a CDSC, the Distributor may pay out of its own
assets a commission of 1.00% of the amount invested of each Fund.


     The Distributor may, from time to time, at its discretion, allow a selling
dealer to retain 100% of a sales charge, and such dealer may therefore be deemed
an "underwriter" under the 1933 Act. The Distributor, at its expense, may also
provide additional promotional incentives to dealers. The incentives may include
payment for travel expenses, including lodging, incurred in connection with
trips taken by qualifying registered representatives and members of their
families to locations within or outside of the United States, merchandise or
other items. For more information on incentives, see "Management of the Funds --
12b-1 Plans" in this SAI.


     In connection with qualified retirement plans that invest $1 million or
more in Class A shares of a Fund, the Distributor will pay dealer compensation
of 1.00% of the purchase price of the shares to the dealer from its own
resources at the time of the initial investment.


     The Distributor may, at its discretion, pay additional cash compensation to
its employee sales staff for sales by certain broker-dealers or "focus firms."
The Distributor may pay up to an additional 0.10% to its employee sales staff
for sales that are made by registered representatives of these focus firms. As
of the date of this SAI, the focus firms are: A.G. Edwards & Sons, Inc; AIG
Financial Advisors, Inc.; Banc of America Investment Services, Inc.; Banc of
America Securities LLC; Citigroup Global Markets, Inc; Citizens Bank; H & R
Block Financial Advisors LLC; ING Advisors Network; Linsco Private Ledger
Financial Services; Merrill Lynch, Morgan Keegan; Morgan Stanley & Co, Inc.;
Morgan Stanley Dean Witter; Raymond James & Associates, Inc.; Raymond James
Financial Services, Inc.; RBC Dain Rauscher, Inc.; UBS Financial Services, Inc.;
Wachovia Bank; Wachovia Brokerage Services, Inc.; Wachovia Securities Financial
Network, Inc.; Wachovia Securities LLC; Wells Fargo Bank; Wells Fargo Bank N.A.;
and Wells Fargo Investments LLC.


PURCHASE AND REDEMPTION OF SHARES

Class O Shares only

     Class O shares of the Trust are purchased at the applicable NAV next
determined after a purchase order is received by the transfer agent. Class O
shares are redeemed at the applicable NAV next determined after a redemption
request is received, as described in the Prospectus.

     Except as provided below, payment for shares redeemed will be made within
seven days (or the maximum period allowed by law, if shorter) after the
redemption request is received in proper form by the transfer agent. The right
to redeem shares may be suspended or payment therefore postponed for any period
during which (a) trading on the NYSE is restricted as determined by the SEC, or
the NYSE is closed for other than weekends and holidays; (b) an emergency
exists, as determined by the SEC, as a result of which (i) disposal by the Fund
of securities owned by it is not reasonably practicable, or (ii) it is not
reasonably practicable for the Fund to determine fairly the value of its net
assets; or (c) the SEC by order so permits for the protection of shareholders of
the Fund.

                                       200


     ING DIRECT Securities, Inc. or other designated intermediaries may accept
purchase and redemption orders on behalf of the Fund. Such order may be
transmitted to the Fund or their agents several hours after the time of the
acceptance and pricing.

     Any written request to redeem shares in amounts in excess of $100,000 must
bear the signatures of all the registered holders of those shares. The
signatures must be guaranteed by a national or state bank, trust company or a
member of a national securities exchange. Information about any additional
requirements for shares held in the name of a corporation, partnership, trustee,
guardian or in any other representative capacity can be obtained from the
transfer agent.

     The Fund has the right to satisfy redemption requests by delivering
securities from its investment portfolio rather than cash when it decides that
distributing cash would not be in the best interests of shareholders. However,
the Fund is obligated to redeem its shares solely in cash up to an amount equal
to the lesser of $250,000 or 1.00% of its net assets for any one shareholder of
the Fund in any 90-day period. To the extent possible, the Fund will distribute
readily marketable securities, in conformity with applicable rules of the SEC.
In the event such redemption is requested by institutional investors, the Fund
will weigh the effects on nonredeeming shareholders in applying this policy.
Securities distributed to shareholders may be difficult to sell and may result
in additional costs to the shareholders.

     Purchases and exchanges should be made for investment purposes only. The
Fund reserves the right to reject any specific purchase or exchange request. In
the event the Fund rejects an exchange request, neither the redemption nor the
purchase side of the exchange will be processed until the Fund receives further
redemption instructions.

                             SHAREHOLDER INFORMATION


Class A, Class B, Class C, Class I and Class Q shares only


     Certificates representing shares of a particular Fund will not be issued to
shareholders. The Transfer Agent will maintain an account for each shareholder
upon which the registration and transfer of shares are recorded, and any
transfers shall be reflected by bookkeeping entry, without physical delivery.

     The Transfer Agent will require that a shareholder provide requests in
writing, accompanied by a valid signature guarantee form, when changing certain
information in an account (i.e., wiring instructions, telephone privileges,
etc.).

     Each Trust reserves the right, if conditions exist that make cash payments
undesirable, to honor any request for redemption or repurchase order with
respect to shares of a Fund by making payment in whole or in part in readily
marketable securities chosen by the Fund and valued as they are for purposes of
computing the Fund's NAV (redemption-in-kind). If payment is made in securities,
a shareholder may incur transaction expenses in converting theses securities to
cash. Each Trust has elected, however, to be governed by Rule 18f-1 under the
1940 Act as a result of which a Fund is obligated to redeem shares with respect
to any one shareholder during any ninety (90)-day period solely in cash up to
the lesser of $250,000 or 1.00% of the NAV of the Fund at the beginning of the
period.

                       SHAREHOLDER SERVICES AND PRIVILEGES


     As discussed in the Class A, Class B and Class C Prospectuses, the Funds
provide a Pre-Authorized Investment Plan for the convenience of investors who
wish to purchase shares of a Fund on a regular basis. Such a Pre-Authorized
Investment Plan may be started with an initial investment ($1,000 minimum) and
subsequent voluntary purchases ($100 minimum) with no obligation to continue.
The Pre-Authorized Investment Plan may be terminated without penalty at any time
by the investor or the ING Funds. The minimum investment requirements may be
waived by the Fund for purchases made pursuant to (i) employer-


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administered payroll deduction plans, (ii) profit-sharing, pension, or
individual or any employee retirement plans, or (iii) purchases made in
connection with plans providing for periodic investments in Fund shares.

     For investors purchasing shares of a Fund under a tax-qualified individual
retirement or pension plan or under a group plan through a person designated for
the collection and remittance of monies to be invested in shares of a Fund on a
periodic basis, the Fund may, in lieu of furnishing confirmations following each
purchase of Fund shares, send statements no less frequently than quarterly
pursuant to the provisions of the 1934 Act, as amended, and the rules
thereunder. Such quarterly statements, which would be sent to the investor or to
the person designated by the group for distribution to its members, will be made
within five business days after the end of each quarterly period and shall
reflect all transactions in the investor's account during the preceding quarter.

     All shareholders will receive a confirmation of each new transaction in
their accounts, which will also show the total number of Fund shares owned by
each shareholder, the number of shares being held in safekeeping by the Fund's
Transfer Agent for the account of the shareholder and a cumulative record of the
account for the entire year. Shareholders may rely on these statements in lieu
of certificates.

Self-Employed and Corporate Retirement Plans


     For self-employed individuals and corporate investors that wish to purchase
shares of a Fund, there is available, through the Fund, a Prototype Plan and
Custody Agreement. The Custody Agreement provides that State Street Bank &
Trust, Kansas City, Missouri, will act as Custodian under the Prototype Plan,
and will furnish custodial services for an annual maintenance fee of $12.00 for
each participant, with no other charges. (This fee is in addition to the normal
Custodian charges paid by the Funds.) The annual contract maintenance fee may be
waived from time to time. For further details, including the right to appoint a
successor Custodian, see the Plan and Custody Agreements as provided by the
Trust. Employers who wish to use shares of a Fund under a custodianship with
another bank or trust company must make individual arrangements with such
institution.


Individual Retirement Accounts

     Investors having earned income are eligible to purchase shares of a Fund
under an IRA pursuant to Section 408 of the Code. An individual who creates an
IRA may contribute annually certain dollar amounts of earned income, and an
additional amount if there is a non-working spouse. Simple IRA plans that
employers may establish on behalf of their employees are also available. Roth
IRA plans that enable employed and self-employed individuals to make
non-deductible contributions, and, under certain circumstances, effect tax-free
withdrawals, are also available. Copies of a model Custodial Account Agreement
are available from the Distributor. State Street Bank and Trust Company, Kansas
City, Missouri, will act as the Custodian under this model Agreement, for which
it will charge the investor an annual fee of $12.00 for maintaining the Account
(such fee is in addition to the normal custodial charges paid by the Funds).
Full details on the IRA are contained in an IRS required disclosure statement,
and the Custodian will not open an IRA until seven (7) days after the investor
has received such statement from the Trust. An IRA using shares of a Fund may
also be used by employers who have adopted a Simplified Employee Pension Plan.

     Purchases of Fund shares by Section 403(b) and other retirement plans are
also available. Section 403(b) plans are generally arrangements by a public
school organization or a charitable, educational, or scientific organization
which employees are permitted to take advantage of the federal income tax
deferral benefits provided for in Section 403(b) of the Code. It is advisable
for an investor considering the funding of any retirement plan to consult with
an attorney or to obtain advice from a competent retirement plan consultant.

Telephone Redemption and Exchange Privileges

     As discussed in the Prospectuses, the telephone redemption and exchange
privileges are available for all shareholder accounts; however, retirement
accounts may not utilize the telephone redemption privilege. The

                                       202


telephone privileges may be modified or terminated at any time. The privileges
are subject to the conditions and provisions set forth below and in the
Prospectus.

     Telephone redemption and/or exchange instructions received in good order
before the pricing of a Fund on any day on which the NYSE is open for business
(a "Business Day"), but not later than Market Close, will be processed at that
day's closing NAV. For each exchange, the shareholder's account may be charged
an exchange fee. There is no fee for telephone redemptions; however, redemptions
of Class A, Class B and Class C shares may be subject to a contingent deferred
sales charge (See "Shareholder Guide" in the Prospectus).

     Telephone redemptions and/or exchange instructions should be made by
dialing 1-800-992-0180 and selecting option 3.

     Funds will not permit exchanges in violation of any of the terms and
conditions set forth in the Funds' Prospectuses or herein.

     Telephone redemption requests must meet the following conditions to be
accepted by the Funds :

     (a)  Proceeds of the redemption may be directly deposited into a
          predetermined bank account, or mailed to the current address on
          record. This address cannot reflect any change within the previous
          thirty (30) days.

     (b)  Certain account information will need to be provided for verification
          purposes before the redemption will be executed.

     (c)  Only one telephone redemption (where proceeds are being mailed to the
          address of record) can be processed within a thirty (30 ) day period.

     (d)  The maximum amount which can be liquidated and sent to the address of
          record at any one time is $100,000.

     (e)  The minimum amount which can be liquidated and sent to a predetermined
          bank account is $5,000.

     (f)  If the exchange involves the establishment of a new account, the
          dollar amount being exchanged must at least equal the minimum
          investment requirement of the ING Fund being acquired.

     (g)  Any new account established through the exchange privilege will have
          the same account information and options except as stated in the
          Prospectuses.

     (h)  Certificated shares cannot be redeemed or exchanged by telephone but
          must be forwarded to ING Funds at P.O. Box 219368, Kansas City, MO
          64141 and deposited into your account before any transaction may be
          processed.

     (i)  If a portion of the shares to be exchanged are held in escrow in
          connection with a Letter of Intent, the smallest number of full shares
          of the ING Fund to be purchased on the exchange having the same
          aggregate NAV as the shares being exchanged shall be substituted in
          the escrow account. Shares held in escrow may not be redeemed until
          the Letter of Intent has expired and/or the appropriate adjustments
          have been made to the account.

     (j)  Shares may not be exchanged and/or redeemed unless an exchange and/or
          redemption privilege is offered pursuant to the Funds' then-current
          prospectuses.

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     (k)  Proceeds of a redemption may be delayed up to fifteen (15) days or
          longer until the check used to purchase the shares being redeemed has
          been paid by the bank upon which it was drawn.

Systematic Withdrawal Plan

     The Funds have established a Systematic Withdrawl Plan ("Plan") to allow
you to elect to make periodic withdrawals from your account in any fixed amount
in excess of $100 ($1,000 in the case of Class Q and Class I) to yourself, or to
anyone else you properly designate, as long as the account has a current value
of at least $10,000 ($100,000 in the case of Class Q and $250,000 in the case of
Class I). To establish a systematic cash withdrawal, complete the Systematic
Withdrawal Plan section of the Account Application. To have funds deposited to
your bank account, follow the instructions on the Account Application. You may
elect to have monthly, quarterly, semi-annual or annual payments. Redemptions
are normally processed on the fifth day prior to the end of the month, quarter
or year. Checks are then mailed or proceeds are forwarded to your bank account
on or about the first of the following month. You may change the amount,
frequency and payee, or terminate the plan by giving written notice to the
Transfer Agent. The Plan may be modified at any time by the Fund or terminated
upon written notice by the relevant Fund.

     During the withdrawal period, you may purchase additional shares for
deposit to your account, subject to any applicable sales charge, if the
additional purchases are equal to at least one year's scheduled withdrawals, or
$1,200 ($12,000 in the case of Class I and Class Q shares), whichever is
greater. There are no separate charges to you under this Plan, although a CDSC
may apply if you purchased Class A, Class B or Class C shares. Shareholders who
elect to have a systematic cash withdrawal must have all dividends and capital
gains reinvested. As shares of a Fund are redeemed under the Plan, you may
realize a capital gain or loss for income tax purposes.


Class O Shares only - Systematic Investment


     The Systematic Investment feature, using the Electronic Funds Transfer
("EFT") capability, allows you to make automatic monthly investments in a Fund.
On the application, you may select the amount of money to be moved and the Fund
in which it will be invested. In order to elect EFT, you must first have
established an account. EFT transactions will be effective fifteen (15) days
following the receipt by the Transfer Agent of your application. The Systematic
Investment feature and EFT capability will be terminated upon total redemption
of your shares. Payment of redemption proceeds will be held until a Systematic
Investment has cleared, which may take up to 12 calendar days.

Shareholder Information


     The Fund's Transfer Agent will maintain your account information. Account
statements will be sent at least quarterly. An IRS Form 1099 generally will also
be sent each year by January 31. However, Asia-Pacific Real Estate Fund,
European Real Estate Fund, Global Real Estate Fund and International Real Estate
Fund will be sending you an IRS Form 1099 reflecting the distributions you
received in a particular calendar year at the end of February of the following
year, which is one month later than most such forms are sent. Annual and
semiannual reports will also be sent to shareholders. The Transfer Agent may
charge you a fee for special requests such as historical transcripts of your
account and copies of cancelled checks.


     Consolidated statements reflecting current values, share balances and
year-to-date transactions generally will be sent to you each quarter. All
accounts identified by the same social security number and address will be
consolidated. For example, you could receive a consolidated statement showing
your individual and IRA accounts.

                                       204


Signature Guarantee

     A signature guarantee is verification of the authenticity of the signature
given by certain authorized institutions. The Company requires a medallion
signature guarantee for redemption requests in amounts in excess of $100,000. In
addition, if you wish to have your redemption proceeds transferred by wire to
your designated bank account, paid to someone other than the shareholder of
record, or sent somewhere other than the shareholder address of record, you must
provide a medallion signature guarantee with your written redemption
instructions regardless of the amount of redemption.


     A medallion signature guarantee may be obtained from a domestic bank or
trust company, broker, dealer, clearing agency, savings association, or other
financial institution which is participating in a medallion program recognized
by the Securities Transfer Association. The three recognized medallion programs
are Securities Transfer Agents Medallion Program ("STAMP"), Stock Exchanges
Medallion Program ("SEMP") and New York Stock Exchange, Inc. Medallion Signature
Program ("NYSE MSP"). Signature guarantees from financial institutions which are
not participating in one of these programs will not be accepted. Please note
that signature guarantees are not provided by notaries public. The Company
reserves the right to amend or discontinue this policy at any time and establish
other criteria for verifying the authenticity of any redemption request.


                                 NET ASSET VALUE


          As noted in the Prospectuses, the NAV and offering price of each class
of each Fund's shares will be determined once daily as of the close of regular
trading ("Market Close") on the NYSE (normally 4:00 p.m. Eastern time unless
otherwise designated by the NYSE) during each day on which the NYSE is open for
trading. As of the date of this SAI, the NYSE is closed on the following
holidays: New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day.


          Portfolio securities listed or traded on a national securities
exchange will be valued at the last reported sale price on the valuation day.
Securities traded on an exchange for which there has been no sale that day and
other securities traded in the over-the-counter market will be valued at the
mean between the last reported bid and asked prices on the valuation day.
Portfolio securities reported by NASDAQ will be valued at the NASDAQ Official
Closing Price on the valuation day. In cases in which securities are traded on
more than one exchange, the securities are valued on the exchange that is
normally the primary market. Short-term obligations maturing in sixty (60) days
or less will generally be valued at amortized cost. This involves valuing a
security at cost on the date of acquisition and thereafter assuming a constant
accretion of a discount or amortization of a premium to maturity, regardless of
the impact of fluctuating interest rates on the market value of the instrument.
While this method provides certainty in valuation, it may result in periods
during which value, as determined by amortized cost, is higher or lower than the
price the Fund would receive if it sold the instrument. See "Net Asset Value" in
the shareholder guide of the Prospectus. The long-term debt obligations held in
a Fund's portfolio will be valued at the mean between the most recent bid and
asked prices as obtained from one or more dealers that make markets in the
securities when over-the counter market quotations are readily available.

          Securities and assets for which market quotations are not readily
available (which may include certain restricted securities which are subject to
limitations as to their sale) or are deemed unreliable are valued at their fair
values as determined in good faith by or under the supervision of a Fund's
Board, in accordance with methods that are specifically authorized by the Board.
Securities traded on exchanges, including foreign exchanges, which close earlier
than the time that a Fund calculates its NAV, may also be valued at their fair
values as determined in good faith by or under the supervision of a Fund's
Board, in accordance with methods that are specifically authorized by the Board.
The valuation techniques applied in any specific instance are likely to may vary
from case to case. With respect to a restricted security, for example,
consideration is generally given to the cost of the investment, the market value
of any unrestricted securities of the same class at the time of valuation, the
potential expiration of restrictions on the security, the existence of any
registration


                                      205


rights, the costs to the Fund related to registration of the security, as well
as factors relevant to the issuer itself. Consideration may also be given to the
price and extent of any public trading in similar securities of the issuer or
comparable companies' securities.


          The value of a foreign security traded on an exchange outside the
United States is generally based on its price on the principal foreign exchange
where it trades as of the time the Fund determines its NAV or if the foreign
exchange closes prior to the time the Fund determines its NAV, the most recent
closing price of the foreign security on its principal exchange. Trading in
certain non-U.S. securities may not take place on all days on which the NYSE is
open. Further, trading takes place in various foreign markets on days on which
the NYSE is not open. Consequently, the calculation of the Fund's NAV may not
take place contemporaneously with the determination of the prices of securities
held by the Fund in foreign securities markets. Further, the value of a Fund's
assets may be significantly affected by foreign trading on days when a
shareholder cannot purchase or redeem shares of the Fund. In calculating a
Fund's NAV, foreign securities in foreign currency are converted to U.S. dollar
equivalents.

          If an event occurs after the time at which the market for foreign
securities held by the Fund closes but before the time that the Fund's NAV is
calculated, such event may cause the closing price on the foreign exchange to
not represent a readily available reliable market value quotations for such
securities at the time the Fund determines its NAV. In such case, the Fund will
use the fair value of such securities as determined under the Fund's valuation
procedures. Events after the close of trading on a foreign market that could
require the Fund to fair value some or all of its foreign securities include,
among others, securities trading in the United States and other markets,
corporate announcements, natural and other disasters, and political and other
events. Among other elements of analysis in determination of a security's fair
value, the Board has authorized the use of one or more independent research
services to assist with such determinations. An independent research service may
use statistical analyses and quantitative models to help determine fair value as
of the time a Fund calculates its NAV. There can be no assurance that such
models accurately reflect the behavior of the applicable markets or the effect
of the behavior of such markets on the fair value of securities, nor that such
markets will continue to behave in a fashion that is consistent with such
models. Unlike the closing price of a security on an exchange, fair value
determinations employ elements of judgment. Consequently, the fair value
assigned to a security may not represent the actual value that a Fund could
obtain if it were to sell the security at the time of the close of the NYSE.
Pursuant to procedures adopted by the Board, the Funds are not obligated to use
the fair valuations suggested by any research service, and valuation
recommendations provided by such research services may be overridden if other
events have occurred, or if other fair valuations are determined in good faith
to be more accurate. Unless an event is such that it causes the Fund to
determine that the closing price for one or more securities do not represent
readily available reliable market quotations at the time the Fund determines its
NAV, events that occur between the time of close of the foreign market on which
they are traded and the market close on the NYSE will not be reflected in the
Fund's NAV.


          Options on securities, currencies, futures, and other financial
instruments purchased by the Fund are valued at their last bid price in the case
of listed options or at the average of the last bid prices obtained from dealers
in the case of OTC Options.

          The price of silver and gold bullion is determined by measuring the
mean between the closing bid and asked quotations of silver and gold bullion set
at the time of the close of the NYSE, as supplied by Global Natural Resources
Fund's custodian bank or other broker-dealers or banks approved by Global
Natural Resources Fund, on each date that the NYSE is open for business.

          The fair value of other assets is added to the value of all securities
positions to arrive at the value of a Fund's total assets. The Fund's
liabilities, including accruals for expenses, are deducted from its total
assets. Once the total value of the Fund's net assets is so determined, that
value is then divided by the total number of shares outstanding (excluding
treasury shares), and the result, rounded to the nearest cent, is the NAV per
share.

          In computing the NAV for a class of shares of a Fund, all
class-specific liabilities incurred or accrued are deducted from the class' net
assets. The resulting net assets are divided by the number of shares of the
class


                                      206


outstanding at the time of the valuation and the result (adjusted to the nearest
cent) is the NAV per share.

          The per share NAV of Class A shares generally will be higher than the
per share NAV of shares of the other classes, reflecting daily expense accruals
of the higher distribution fees applicable to Class B and Class C. It is
expected, however, that the per share NAV of the classes will tend to converge
immediately after the payment of dividends or distributions that will differ by
approximately the amount of the expense accrual differentials between the
classes.

          Orders received by dealers prior to Market Close will be confirmed at
the offering price computed as of the close of regular trading on the NYSE
provided the order is received by the Transfer Agent prior to Market Close that
same day. It is the responsibility of the dealer to insure that all orders are
transmitted timely to the Fund. Orders received by dealers after Market Close
will be confirmed at the next computed offering price as described in the
Prospectus.

                           FEDERAL TAX CONSIDERATIONS


          The following discussion summarizes certain U.S. federal tax
considerations generally affecting the Funds and their shareholders. This
discussion does not provide a detailed explanation of all tax consequences, and
shareholders are advised to consult their own tax advisers with respect to the
particular federal, state, local and foreign tax consequences to them of an
investment in the Funds. This discussion is based on the Code, Treasury
Regulations issued thereunder and judicial and administrative authorities as in
effect on the date of this SAI, all of which are subject to change, which change
may be retroactive.


Qualification as a Regulated Investment Company


          Each Fund intends to qualify to be taxed as a RIC under the Code. To
so qualify and to be taxed as a RIC, each Fund must, among other things: (a)
derive at least 90% of its gross income each taxable year from dividends,
interest, payments with respect to securities loans, gains from the sale or
other disposition of stock or securities or disposition of foreign currencies,
net income derived from an interest in a qualified publicly traded partnership
or other income (including gains from options, futures or forward contracts)
derived with respect to the Fund's business of investing in stocks, securities
or currencies; (b) diversify its holdings so that, at the end of each quarter of
the taxable year, (i) at least 50% of the value of the Fund's total assets is
represented by cash and cash items (including receivables), U.S. government
securities, securities of other regulated investment companies, and other
securities, with such other securities limited in respect of any one issuer to
an amount not greater in value than 5% of the Fund's total assets and to not
more than 10% of the outstanding voting securities of such issuer, and (ii) not
more than 25% of the value of the Fund's total assets is invested in the
securities (other than U.S. government securities or securities of other RICs)
of any one issuer or of any two or more issuers that the Fund controls and that
are determined to be engaged in the same or similar trades or businesses or
related trades or businesses or the securities of one or more qualified publicly
traded partnerships; and (c) distribute at least 90% of its investment company
taxable income (which includes, among other items, dividends, interest and net
short-term capital gains in excess of net long-term capital losses) each taxable
year, and at least 90% of its net tax exempt interest income in each taxable
year.


          The U.S. Treasury Department is authorized to issue regulations
providing that foreign currency gains that are not directly related to a Fund's
principal business of investing in stock or securities (or options and futures
with respect to stock or securities) will be excluded from the income which
qualifies for purposes of the 90% gross income requirement described above. To
date, however, no such regulations have been issued.

          As a RIC, a Fund generally will be relieved of liability for U.S.
federal income tax on that portion of its investment company taxable income and
net realized capital gains which it distributes to its shareholders. Amounts not
distributed on a timely basis in accordance with a calendar year distribution
requirement also are subject to a nondeductible excise tax. To prevent
application of the excise tax, each Fund currently intends to make distributions
in accordance with the calendar year distribution requirement.


                                      207


          If, in any taxable year, a Fund fails to qualify as a RIC under the
Code or fails to meet the distribution requirement, it would be taxed in the
same manner as an ordinary corporation and distributions to its shareholders
would not be deductible by the Fund in computing its taxable income. In
addition, the Fund's distributions, to the extent derived from its current or
accumulated earnings and profits, would constitute dividends which are taxable
to shareholders as ordinary income, or as qualified dividend income eligible for
a reduced rate of tax (or, in the case of corporate shareholders, may be
eligible for the dividends received deduction) as discussed below. Moreover, the
Fund would not be required to make any distributions to its shareholders. If a
Fund fails to qualify as a RIC in any year, it must pay out its earnings and
profits accumulated in that year in order to qualify again as a RIC. Moreover,
if the Fund failed to qualify as a RIC for a period greater than one taxable
year, the Fund may be required to recognize any built-in gains with respect to
certain of its assets (the excess of the aggregate gains, including items of
income, over aggregate losses that would have been realized if the Fund had been
liquidated) in order to qualify as a RIC in a subsequent year.

Tax Loss Carry-Forwards

          Tax loss carry-forwards were the following as of October 31, 2007:

               Fund                      Amount       Expiration Dates
----------------------------------   -------------    ----------------
Global Value Choice                  $ (67,176,271)         2009
                                       (81,779,077)         2010
                                        (6,183,953)         2011
   Total                             $(155,139,301)

Emerging Countries                   $  (3,321,810)*        2008

International Growth Opportunities   $  (1,838,679)*        2008

International Real Estate            $     (26,312)         2014
                                        (2,515,843)         2015
   Total                             $  (2,542,155)

Emerging Markets Fixed Income        $    (593,649)         2015


*    Utilization of these capital losses is subject to annual limitations under
     Section 382 of the Code.


Distributions

          Distributions of investment company taxable income (including net
short-term capital gains) are taxable to shareholders as ordinary income,
whether paid in cash or invested in Fund shares. Distributions of investment
company taxable income may be eligible for the corporate dividends-received
deduction to the extent attributable to a Fund's dividend income from U.S.
corporations and if other applicable requirements are met. However, the
alternative minimum tax applicable to corporations may reduce the benefit of the
dividends-received deduction. Distributions of net capital gains (the excess of
net long-term capital gains over net short-term capital losses) designated by a
Fund as capital gain dividends are not eligible for the corporate
dividends-received deduction and will generally be taxable to shareholders as
long-term capital gains, regardless of the length of time the Fund's shares have
been held by a shareholder. Distributions of short-term capital gains from sales
of assets held for one year or less will be taxed as ordinary income. Generally,
distributions from a fund are taxable to shareholders, whether received in cash
or reinvested in shares of a Fund. Any distributions that are not from a Fund's
investment company taxable income or net capital gain may be characterized as a
return of capital to shareholders or, in some cases, as capital gain.
Shareholders will be

                                      208


notified annually as to the federal tax status of dividends and distributions
they receive and any tax withheld thereon.


          Current tax law generally provides for a maximum tax rate for
individual taxpayers of 15% on long-term capital gains from sales and on certain
qualifying dividends on corporate stock. The rate reductions do not apply to
corporate taxpayers. Each Fund will be able to separately designate
distributions of any qualifying long-term capital gains or qualified dividend
income earned by the Fund that would be eligible for the 15% rate. A shareholder
would also have to satisfy a sixty (60) day holding period with respect to any
distributions of qualifying dividends in order to obtain the benefit of the
lower rate. Qualified dividend income generally includes dividends from taxable
domestic corporations and certain qualified foreign corporations provided that
the Fund has held the stock in such corporation for more than 60 days during the
121 day period beginning on the date which is 60 days before the date on which
such stock becomes ex-dividend with respect to such dividend. Distributions from
Funds investing in bonds and other debt instruments will not generally qualify
for the lower rates. Further, because many companies in which Funds invest do
not pay significant dividends on their stock, the Funds may not generally derive
significant amounts of qualifying dividend income that would be eligible for the
lower rate on qualifying dividends. Qualified foreign corporations are
corporations incorporated in a U.S. possession, corporations whose stock is
readily tradable on an established securities market in the United States, and
corporations eligible for the benefits of a comprehensive income tax treaty with
the United States and that satisfy certain other requirements. Passive foreign
investment companies are not treated as "qualified foreign corporations". The
lower rates on long-term capital gains and qualifying dividends are currently
scheduled to apply through 2010. In the absence of further Congressional action
after 2010, the maximum rate on long-term capital gains for individual taxpayers
would increase to 20%, and income from dividends would be taxed at the rates
applicable to ordinary income.


          Dividends, including capital gain dividends, declared in October,
November, or December with a record date in such month and paid during the
following January will be treated as having been paid by a Fund and received by
shareholders on December 31 of the calendar year in which declared, rather than
the calendar year in which the dividends are actually received.

          Distributions by a Fund reduce the NAV of the Fund shares. Should a
distribution reduce the NAV below a shareholder's cost basis, the distribution
nevertheless may be taxable to the shareholder as divident income or capital
gain as described above, even though, from an investment standpoint, it may
constitute a partial return of capital. In particular, investors should be
careful to consider the tax implication of buying shares just prior to a
distribution by a Fund. The price of shares purchased at that time includes the
amount of the forthcoming distribution, but the distribution will generally be
taxable to the investors.

Original Issue Discount

          Certain debt securities acquired by a Fund may be treated as debt
securities that were originally issued at a discount. Original issue discount
can generally be defined as the difference between the price at which a security
was issued and its stated redemption price at maturity. Although no cash income
is actually received by the Fund, original issue discount that accrues on a debt
security in a given year generally is treated for federal income tax purposes as
interest and, therefore, such income would be subject to the distribution
requirements of the Code.

          If a Fund purchases a debt security at a price lower than the stated
redemption price of such debt security, the excess of the stated redemption
price over the purchase price is "market discount". If the amount of market
discount is more than a de minimis amount, a portion of such market discount
must be included as ordinary income (not capital gain) by the Fund in each
taxable year in which the Fund owns an interest in such debt security and
receives a principal payment on it. In particular, a Fund will be required to
allocate that principal payment first to the portion of the market discount on
the debt security that has accrued but has not previously been includable in
income. In general, the amount of market discount that must be included for each
period is equal to the lesser of (i) the amount of market discount accruing
during such period (plus any accrued market discount for prior periods not
previously taken into account) or (ii) the amount of the principal payment with
respect to such period. Generally, market discount accrues on a daily basis for
each day the debt

                                      209


security is held by a Fund at a constant rate over the time remaining to the
debt security's maturity or, at the election of a Fund, at a constant yield to
maturity which takes into account the semi-annual compounding of interest. Gain
realized on the disposition of a market discount obligation must be recognized
as ordinary interest income (not capital gain) to the extent of the "accrued
market discount."

Foreign Currency Transactions

          Under the Code, gains or losses attributable to fluctuations in
foreign currency exchange rates which occur between the time a Fund accrues
income or other receivable or accrues expenses or other liabilities denominated
in a foreign currency and the time a Fund actually collects such receivable or
pays such liabilities generally are treated as ordinary income or ordinary loss.
Similarly, on disposition of debt securities denominated in a foreign currency
and on disposition of certain financial contracts and options, gains or losses
attributable to fluctuations in the value of foreign currency between the date
of acquisition of the security or contract and the date of disposition also are
treated as ordinary gain or loss. These gains and losses, referred to under the
Code as "section 988" gains and losses, may increase or decrease the amount of a
Fund's net investment income to be distributed to its shareholders as ordinary
income.

Passive Foreign Investment Companies

          A Fund may invest in stocks of foreign companies that are classified
under the Code as passive foreign investment companies ("PFICs"). In general, a
foreign company is classified as a PFIC if at least 50% of its assets constitute
investment-type assets or 75% or more of its gross income is investment-type
income (including dividends, interest, royalties, rents, and certain other types
of investment income). In general, under the PFIC rules, an "excess
distribution" received with respect to PFIC stock is treated as having been
realized ratably over the period during which a Fund held the PFIC stock. A Fund
itself will be subject to tax on the portion, if any, of the excess distribution
that is allocated to that Fund's holding period in prior taxable years (and an
interest factor will be added to the tax, as if the tax had actually been
payable in such prior taxable years) even though the Fund distributes the
corresponding income to shareholders. Excess distributions include any gain from
the sale of PFIC stock as well as certain distributions from a PFIC. All excess
distributions are taxable as ordinary income.

          A Fund may be able to elect alternative tax treatment with respect to
PFIC stock. Under an election that currently may be available, a Fund generally
would be required to include in its gross income its share of the earnings of a
PFIC on a current basis, regardless of whether any distributions are received
from the PFIC. If this election is made, the special rules, discussed above,
relating to the taxation of excess distributions, would not apply.
Alternatively, another election may be available that involves marking to market
the Funds' PFIC stock at the end of each taxable year with the result that
unrealized gains are treated as though they were realized and are reported as
ordinary income; any mark-to-market losses, as well as loss from an actual
disposition of PFIC stock, are reported as ordinary loss to the extent of any
net mark-to-market gains included in income in prior years.

          Because the application of the PFIC rules may affect, among other
things, the character of gains, the amount of gain or loss and the timing of the
recognition of income with respect to PFIC stock, as well as subject each Fund
itself to tax on certain income from PFIC stock, the amount that must be
distributed to shareholders, and which will be taxed to shareholders as ordinary
income or long-term capital gain, may be increased or decreased substantially as
compared to a fund that did not invest in PFIC stock. Note that distributions
from a PFIC are not eligible for the reduced rate of tax on "qualified dividend
income."

Foreign Withholding Taxes

          Income received by a Fund from sources within foreign countries may be
subject to withholding and other income or similar taxes imposed by such
countries. If more than 50% of the value of a Fund's total assets at the close
of its taxable year consists of securities of foreign corporations and the Fund
distributed at least 90% of its investment company taxable income, that Fund
will be eligible and may elect to "pass through" to the Fund's shareholders the
amount of foreign income and similar taxes paid by that Fund.

                                      210


Pursuant to this election, a shareholder will be required to include in gross
income (in addition to taxable dividends actually received) his pro rata share
of the foreign taxes paid by a Fund, and will be entitled either to deduct (as
an itemized deduction) his pro rata share of foreign income and similar taxes in
computing his taxable income or to use it as a foreign tax credit against his
U.S. federal income tax liability, subject to limitations. No deduction for
foreign taxes may be claimed by a shareholder who does not itemize deductions,
but such a shareholder may be eligible to claim the foreign tax credit (see
below). No credit may be claimed by a shareholder with respect to Fund shares
that have been held less than sixteen (16) days. Each shareholder will be
notified within sixty (60) days after the close of the relevant Fund's taxable
year whether the foreign taxes paid by the Fund will "pass through" for that
year. Furthermore, the amount of the foreign tax credit that is available may be
limited to the extent that dividends from a foreign corporation qualify for the
lower tax rate on "qualifying dividends."

          Generally, a credit for foreign taxes is subject to the limitation
that it may not exceed the shareholder's U.S. tax attributable to his foreign
source taxable income. For this purpose, if the pass-through election is made,
the source of a Fund's income flows through to its shareholders. With respect to
a Fund, gains from the sale of securities may be treated as derived from U.S.
sources and certain currency fluctuation gains, including fluctuation gains from
foreign currency denominated debt securities, receivables and payables, may be
treated as ordinary income derived from U.S. sources. The limitation on the
foreign tax credit is applied separately to foreign source passive income (as
defined for purposes of the foreign tax credit), including the foreign source
passive income passed through by a Fund. Shareholders may be unable to claim a
credit for the full amount of their proportionate share of the foreign taxes
paid by a Fund. The foreign tax credit limitation rules do not apply to certain
electing individual taxpayers who have limited creditable foreign taxes and no
foreign source income other than passive investment-type income. The foreign tax
credit is eliminated with respect to foreign taxes withheld on dividends if the
dividend-paying shares or the shares of the Fund are held by the Fund or the
shareholders, as the case may be, for less than sixteen (16) days (forty-six
(46) days in the case of preferred shares) during the thirty-one (31) day period
(ninty-one (91)-day period for preferred shares) beginning fifeteen (15) days
(forty-five (45) days for preferred shares) before the shares become
ex-dividend. If a Fund is not eligible to make the election to "pass through" to
its shareholders its foreign taxes, the foreign income taxes it pays generally
will reduce investment company taxable income and the distributions by a Fund
will be treated as United States source income.

Options, Hedging Transactions and Certain Financial Instruments


          The taxation of equity options (including options on narrow-based
stock indices) and OTC Options on debt securities is governed by Code Section
1234. Pursuant to Code Section 1234, with respect to a put or call option that
is purchased by a Fund, if the option is sold, any resulting gain or loss will
be a capital gain or loss, and will be short-term or long term, depending upon
the holding period of the option. If the option expires, the resulting loss is a
capital loss and is short-term or long-term, depending upon the holding period
of the option. If the option is exercised, the cost of the option, in the case
of a call option, is added to the basis of the purchased security and, in the
case of a put option, reduces the amount realized on the underlying security in
determining gain or loss.


          Certain options and financial contracts in which the Funds may invest
are "section 1256 contracts." Gains or losses on section 1256 contracts
generally are considered 60% long-term and 40% short-term capital gains or
losses ("60/40"); however, foreign currency gains or losses (as discussed below)
arising from certain section 1256 contracts may be treated as ordinary income or
loss. Also, section 1256 contracts held by a Fund at the end of each taxable
year (and on certain other dates as prescribed under the Code) are
"marked-to-market" with the result that unrealized gains or losses are treated
as though they were realized.

          Generally, the hedging transactions undertaken by a Fund may result in
"straddles" for U.S. federal income tax purposes. The straddle rules may affect
the character of gains (or losses) realized by a Fund. In addition, losses
realized by a Fund on positions that are part of the straddle may be deferred
under the straddle rules, rather than being taken into account in calculating
the taxable income for the taxable year in which the losses are realized.
Furthermore, certain carrying charges (inlcuding interest expense) associated
with positions in a straddle may be required to be capitalized rather than
deducted currently. Because only a few

                                      211


regulations implementing the straddle rules have been promulgated, the tax
consequences to a Fund of hedging transactions are not entirely clear. The
hedging transactions may increase the amount of short-term capital gain realized
by a Fund which is taxed as ordinary income when distributed to shareholders.

          A Fund may make one or more of the elections available under the Code
which are applicable to straddles. If a Fund makes any of the elections, the
amount, character, and timing of the recognition of gains or losses from the
affected straddle positions will be determined under rules that vary according
to the election(s) made. The rules applicable under certain of the elections may
operate to accelerate the recognition of gains or losses from the affected
straddle positions.

          Because application of the straddle rules may affect the character of
gains or losses, defer losses and/or accelerate the recognition of gains or
losses from the affected straddle positions, the amount which must be
distributed to shareholders and which will be taxed to shareholders as ordinary
income or long-term capital gain may be increased or decreased as compared to a
fund that did not engage in such hedging transactions.

          Notwithstanding any of the foregoing, a Fund may recognize gain (but
not loss) from a constructive sale of an "appreciated financial position" it
holds if it enters into a short sale, forward contract or other transaction that
substantially reduces the risk of loss with respect to the appreciated position.
In that event, the Fund would be treated as if it had sold and immediately
repurchased the property and would be taxed on any gain (but not loss) from the
constructive sale. The character of gain from a constructive sale would depend
upon the Fund's holding period in the property. Loss from a constructive sale
would be recognized when the property was subsequently disposed of, and its
character would depend on the Fund's holding period and the application of
various loss deferral provisions of the Code. Constructive sale treatment does
not apply to transactions if such transaction is closed before the end of the
30th day after the close of the Fund's taxable year and the Fund holds the
appreciated financial position throughout the sixty (60)-day period beginning
with the day such transaction was closed, if the Fund's risk of loss is not
reduced during that sixty (60) day period.


          Rules governing the tax aspects of swap agreements are in a developing
stage and are not entirely clear in certain respects. Accordingly, while the
Funds intend to account for such transactions in a manner they deem to be
appropriate, the IRS might not accept such treatment. If it did not, the status
of a Fund as a RIC might be affected. The Funds intend to monitor developments
in this area. Certain requirements that must be met under the Code in order for
a Fund to qualify as a RIC may limit the extent to which a Fund will be able to
engage in swap agreements.


          Under the recently enacted tax law, certain hedging activities may
cause a dividend that would otherwise be subject to the lower tax rate
applicable to "qualified dividend income" would instead be taxed at the rate of
tax applicable to ordinary income.

          Requirements relating to each Fund's tax status as a regulated
investment company may limit the extent to which a Fund will be able to engage
in transactions in options and foreign currency forward contracts.

Short Sales Against the Box

          If a Fund sells short "against the box," unless certain constructive
sale rules (discussed below) apply, it also will recognize a capital gain or
loss upon the purchase of securities to close the short sale. Such gain or loss
generally will be long- or short-term depending upon the length of time the Fund
held the security which it sold short. In some circumstances, short sales may
have the effect of reducing an otherwise applicable holding period of a security
in the portfolio. The constructive sale rule, however, alters this treatment by
treating certain short sales against the box and other transactions as a
constructive sale of the underlying security held by the Fund, thereby requiring
current recognition of gain, as described more fully under "Options and Hedging
Transactions" above. Similarly, if a Fund enters into a short sale of property
that becomes substantially worthless, the Fund will recognize gain at that time
as though it had closed the short sale. Future Treasury regulations may apply
similar treatment to other transactions with respect to property that becomes
substantially worthless.

                                      212


Sale or Other Disposition of Shares

          Upon the redemption, sale or exchange of his shares, a shareholder
will recognize a taxable gain or loss depending upon his/her basis in the
shares. Such gain or loss will be treated as capital gain or loss if the shares
are capital assets in the shareholder's hands, which generally may be eligible
for reduced Federal tax rates (for shareholders who are individuals), depending
on the shareholder's holding period for the shares. Any loss realized on a
redemption, sale or exchange will be disallowed to the extent that the shares
disposed of are replaced (including replacement through the reinvesting of
dividends and capital gain distributions in a Fund) within a period of sixty-one
(61) days beginning thirty (30) days before and ending thirty (30) days after
the disposition of the shares. In such a case, the basis of the shares acquired
will be adjusted to reflect the disallowed loss. Any loss realized by a
shareholder on the sale of a Fund's shares held by the shareholder for six
months or less will be treated for federal income tax purposes as a long-term
capital loss to the extent of any distributions of capital gain dividends
received by the shareholder with respect to such shares.

          In some cases, shareholders will not be permitted to take sales
charges into account for purposes of determining the amount of gain or loss
realized on the disposition of their shares. This prohibition generally applies
where (1) the shareholder incurs a sales charge in acquiring the stock of a
regulated investment company, (2) the stock is disposed of before the 91st day
after the date on which it was acquired, and (3) the shareholder subsequently
acquires shares of the same or another regulated investment company and the
otherwise applicable sales charge is reduced or eliminated under a "reinvestment
right" received upon the initial purchase of shares of stock. In that case, the
gain or loss recognized will be determined by excluding from the tax basis of
the shares exchanged all or a portion of the sales charge incurred in acquiring
those shares. This exclusion applies to the extent that the otherwise applicable
sales charge with respect to the newly acquired shares is reduced as a result of
having incurred a sales charge initially. Sales charges affected by this rule
are treated as if they were incurred with respect to the stock acquired under
the reinvestment right. This provision may be applied to successive acquisitions
of stock.

Redemption Fee

          For convenience, the redemption fee applicable to Russia Fund is
referred to as a fee, but the overall arrangement in fact calls for payment in
exchange for shares at 98% of NAV. It thus is more accurately characterized as a
reduced price for your shares than as a fee or charge.

          The tax consequences of the redemption fee are not entirely clear.
Although there is some authority to the effect that a fund would recognize
taxable income in such circumstances, there is also authority, which Russia Fund
intends to follow, that a fund does not recognize income. It is possible that
the IRS or other taxing authorities might successfully contest these funds' tax
treatment of this arrangement on this basis or for other reasons.

Backup Withholding


          Each Fund generally will be required to withhold federal income tax
equal to the fourth lowest tax rate applicable to unmarried individuals
(currently at a rate of 28%) ("backup withholding") from dividends paid, capital
gain distributions, and redemption proceeds to shareholders if (1) the
shareholder fails to furnish a Fund with the shareholder's correct taxpayer
identification number or social security number and to make such certifications
as a Fund may require, (2) the IRS notifies a Fund that the taxpayer
identification number furnished by the shareholder is incorrect, (3) the IRS
notifies the shareholder or a Fund that the shareholder has failed to report
properly certain interest and dividend income to the IRS and to respond to
notices to that effect, or (4) when required to do so, the shareholder fails to
certify that he or she is not subject to backup withholding. Any amounts
withheld may be credited against the shareholder's federal income tax liability.


                                      213


Foreign Shareholders


         Taxation of a shareholder who, as to the United States, is a
nonresident alien individual, foreign trust or estate, foreign corporation, or
foreign partnership ("foreign shareholder"), depends on whether the income from
the Fund is "effectively connected" with a U.S. trade or business carried on by
such shareholder. If the income from the Fund is not effectively connected with
a U.S. trade or business carried on by a foreign shareholder, ordinary income
dividends (including distributions of any net short-term capital gains) will
generally be subject to U.S. withholding tax at the rate of 30% (or lower treaty
rate) upon the gross amount of the dividend. Note that the 15% rate of tax
applicable to certain dividends (discussed above) does not apply to dividends
paid to foreign shareholders. Such a foreign shareholder would generally be
exempt from U.S. federal income tax on gains realized on the sale of shares of
the Fund, and distributions of net long-term capital gains that are designated
as capital gain dividends. If the income from the Fund is effectively connected
with a U.S. trade or business carried on by a foreign shareholder, then ordinary
income dividends, capital gain dividends and any gains realized upon the sale of
shares of the Fund will be subject to U.S. federal income tax at the rates
applicable to U.S. citizens or domestic corporations.


          The tax consequences to a foreign shareholder entitled to claim the
benefits of an applicable tax treaty may be different from those described
herein. Foreign shareholders are urged to consult their own tax advisers with
respect to the particular tax consequences to them of an investment in the Fund,
including the applicability of foreign taxes.

Other Taxes

          Distributions also may be subject to state, local and foreign taxes.
U.S. tax rules applicable to foreign investors may differ significantly from
those outlined above.

          This discussion does not purport to deal with all of the tax
consequences applicable to shareholders. Shareholders are advised to consult
their own tax advisers for details with respect to the particular tax
consequences to them of an investment in a Fund.

                             SHAREHOLDER INFORMATION

Purchases In-Kind of International Value Fund

          Investors may, subject to the approval of International Value Fund,
ING Investments and Brandes, purchase shares of International Value Fund with
liquid securities that are eligible for purchase by the Fund and that have a
value that is readily ascertainable. These transactions will be effected only if
ING Investments or Brandes intends to retain the securities in the Fund as an
investment. The Fund reserves the right amend or terminate this practice at any
time. As discussed in the Prospectuses, International Value Fund is closed to
new investors except for shares purchased: (1) through the reinvestment of
dividends and distributions; (2) by 401(k), 403(b) and 457 plans that have
selected the Fund as an investment option prior to June 28, 2002; (3) by
shareholders participating in mutual fund wrap fee programs who were invested in
the Fund prior to June 28, 2002; (4) by new 401(k), 403(b) and 457 plans and new
shareholders participating in mutual fund wrap fee programs subject to approval
by ING Investments and Sub-Adviser based on their assessment of the Fund's
ability to invest the monies consistent with the Fund's objectives in light of
market conditions, the size of the

                                      214


purchase, and other relevant factors relating to the Fund or (5) by employees of
ING Investments or Sub-Adviser and their affiliates. Proof of eligibility may be
required. Employees of ING Investments or Sub-Adviser and their affiliates must
identify themselves as such at the time of purchase. Failure to do so may result
in a rejection of the purchase.

Redemptions

          The right to redeem shares may be suspended and payment therefore
postponed during periods when the NYSE is closed, other than customary weekend
and holiday closings, or, if permitted by rules of the SEC, during periods when
trading on the NYSE is restricted, during any emergency that makes it
impracticable for any Fund to dispose of its securities or to determine fairly
the value of its net assets, or during any other period permitted by order of
the SEC for the protection of investors. Furthermore, the Transfer Agent will
not mail redemption proceeds until checks received for shares purchased have
cleared, but payment will be forwarded immediately upon the funds becoming
available. Shareholders will be subject to the applicable deferred sales charge,
if any, for their shares at the time of redemption.

Exchanges


          The following conditions must be met for all exchanges among the Funds
and ING Classic Money Market Fund: (i) the shares that will be acquired in the
exchange (the "Acquired Shares") are available for sale in the shareholder's
state of residence; (ii) the Acquired shares will be registered to the same
shareholder account as the shares to be surrendered (the "Exchanged Shares");
(iii) the Exchanged Shares must have been held in the shareholder's account for
at least thirty (30)-days prior to the exchange; (iv) except for exchanges into
the ING Money Market Portfolio, the account value of the Fund whose shares are
to be acquired must equal or exceed the minimum initial investment amount
required by that Fund after the exchange is implemented; and (v) a properly
executed exchange request has been received by the Transfer Agent.


          Each Fund reserves the right to delay the actual purchase of the
Acquired Shares for up to five business days if it determines that it would be
disadvantaged by an immediate transfer of proceeds from the redemption of
Exchanged Shares. Normally, however, the redemption of Exchanged Shares and the
purchase of Acquired Shares will take place on the day that the exchange request
is received in proper form. Each Fund reserves the right to terminate or modify
its exchange privileges at any time upon prominent notice to shareholders. Such
notice will be given at least sixty (60)-days in advance. It is the policy of
ING to discourage and prevent frequent trading by shareholders among the Funds
in response to market fluctuations. Accordingly, in order to maintain a stable
asset base in each Fund and to reduce administrative expenses borne by each
Fund, ING Investments reserves the right to reject any exchange request.

          If you exchange into ING Senior Income Fund, your ability to sell or
liquidate your investment will be limited. ING Senior Income Fund is a
closed-end interval fund and does not redeem its shares on a daily basis, and it
is not expected that a secondary market for the fund's shares will develop, so
you will not be able to sell them through a broker or other investment
professional. To provide a measure of liquidity, the fund will normally make
monthly repurchase offers of not less than 5.00% of its outstanding common
shares. If more than 5.00% of the fund's common shares are tendered, you may not
be able to completely liquidate your holdings in any one month. You also would
not have liquidity between these monthly repurchase dates. Investors exercising
the exchange privilege should carefully review the prospectus of that fund.
Investors may obtain a copy of ING Senior Income Fund prospectus or any other
ING Fund prospectus by calling (800) 992-0180.

          You are not required to pay an applicable CDSC upon an exchange from
any Fund into ING Senior Income Fund. However, if you exchange into ING Senior
Income Fund and subsequently offer your common shares for repurchase by that
fund, the Fund's CDSC will apply. After an exchange into ING Senior Income Fund,
the time period for application of the CDSC will be based on the first date you
acquired your shares in the Fund.

                                      215


                                   DISTRIBUTOR

     Shares of each Fund are distributed by the Distributor pursuant to
Underwriting Agreements between each Trust and the Distributor on behalf of each
Fund. Each Underwriting Agreement requires the Distributor to use its best
efforts on a continuing basis to solicit purchases of shares of the Funds. Each
Trust and the Distributor have agreed to indemnify each other against certain
liabilities. At the discretion of the Distributor, all sales charges may at
times be reallowed to an authorized dealer ("Authorized Dealer"). If 90% or more
of the sales commission is reallowed, such Authorized Dealer may be deemed to be
an "underwriter" as that term is defined under the 1933 Act. After an initial
term, each Underwriting Agreement will remain in effect from year to year only
if continuance is approved annually by a majority of the Board who are not
parties to such agreement or "interested persons" of any such party and must be
approved either by votes of a majority of the Trustees or a majority of the
outstanding voting securities of the Funds. See the Prospectuses for information
on how to purchase and sell shares of the Funds, and the charges and expenses
associated with an investment. The sales charge retained by the Distributor and
the commissions reallowed to selling dealers are not an expense of the Funds and
have no effect on the NAV of the Funds. The Distributor's address is 7337 East
Doubletree Ranch Road, Scottsdale, Arizona 85258. The Distributor, a Delware
limited liability corporation, is an affiliate of ING Investments and is an
indirect, wholly-owned subsidiary of ING Groep.

     ING Investments or its respective affiliates may make payments to
securities dealers that enter into agreements providing the Distributor with
access to registered representatives of the securities dealer. These payments
may be in an amount up to 0.07% of the total Fund assets held in omnibus
accounts or in customer accounts that designate such firm(s) as the selling
broker-dealer.

     For the fiscal year ended October 31, 2007, the Distributor received the
following amounts in sales charges in connection with sale of shares:


                                                              Class A Sales
                                            Class A Sales     Charges After    Class B         Class C
                                           Charges Before        Dealer        Deferred       Deferred
Fund                                     Dealer Re-Allowance  Re-Allowance   Sales Charges  Sales Charges
---------------------------------------  -------------------  -------------  -------------  -------------
Asia-Pacific Real Estate/(1)/                       N/A             N/A           N/A              N/A
Disciplined International SmallCap/(2)/      $      395              --            --         $     50
Emerging Countries                           $   83,410         $   280            --         $  3,787
Emerging Markets Fixed Income                $    3,725              --            --         $     59
European Real Estate/(1)/                           N/A             N/A           N/A              N/A
Foreign                                      $  137,582         $14,819            --         $  9,866
Global Bond                                  $    2,726              --            --         $     30
Global Equity Dividend                       $  195,555         $ 1,883            --         $ 11,850
Global Natural Resources                     $   39,412         $    43           N/A              N/A
Global Real Estate                           $1,085,746         $46,799            --         $140,084
Global Value Choice                          $    6,242         $   273            --         $    111
Greater China                                $  111,165         $   261            --         $  5,457
Index Plus International Equity              $    6,048              --            --         $    778
International Capital Appreciation           $    2,051              --            --         $     65
International Equity Dividend/(3)/           $    5,003              --            --               --
International Growth Opportunities           $    7,528              --            --         $    106
International Real Estate                    $  307,505         $ 8,392            --         $ 22,451
International SmallCap Multi-Manager         $  119,372         $31,737            --         $ 10,485
International Value                          $    1,505         $ 4,909            --         $  1,729
International Value Choice                   $   11,518         $30,968            --         $  1,565
International Value Opportunities/(4)/       $       42              --            --               --
Russia                                       $  984,347              --           N/A              N/A


                                      216



/(1)/ Asia-Pacific Real Estate Fund and European Real Estate Fund each had not
     commenced as of October 31, 2007, therefore, the Distributor did not
     receive any sales charges in connection with the sale of shares for the
     fiscal year ended October 31, 2007.


/(2)/ Disciplined International SmallCap Fund commenced operations on December
     20, 2006. Reflects sales charges received during the ten-month period from
     December 20, 2006 to October 31, 2007.
/(3)/ International Equity Dividend Fund commenced operations on June 28, 2007.
     Reflects sales charges received during the four-month period from June 28,
     2007 to October 31, 2007.
/(4)/ International Value Opportunities commenced operations on February 28,
     2007. Reflects sales charges received during the eight-month period from
     February 28, 2007 to October 31, 2007.

For the fiscal year ended October 31, 2006, the Distributor received the
following amounts in sales charges in connection with sale of shares:

                                          Class A Sales   Class A Sales    Class B    Class C    Class M Sales      Class M Sales
                                          Charges Before    Charges       Deferred   Deferred    Charges Before     Charges After
                                             Dealer       After Dealer      Sales      Sales          Dealer             Dealer
Fund                                       Re-Allowance   Re-Allowance     Charges    Charges  Re-Allowance/(1)/  Re-Allowance/(1)/
----------------------------------------  --------------  -------------  ----------  --------  -----------------  -----------------
Disciplined International SmallCap/(2)/            N/A           N/A            N/A       N/A          N/A               N/A
Emerging Countries                          $   30,745       $   316       $ 31,142   $ 3,759           --                --
Emerging Markets Fixed Income /(3)/         $    1,668            --             --        --          N/A               N/A
Foreign                                     $   89,341       $   937       $ 89,345   $13,980          N/A               N/A
Global Bond/(4)/                            $       64            --             --        --          N/A               N/A
Global Equity Dividend                      $   37,220       $(9,992)      $ 88,694   $11,421          N/A               N/A
Global Natural Resources                    $   18,847            --             --        --          N/A               N/A
Global Real Estate                          $   56,955       $11,486       $ 67,380   $12,117          N/A               N/A
Global Value Choice                         $   18,492       $(9,968)      $ 36,697   $ 1,896          N/A               N/A
Greater China /(3)/                         $   45,391       $   143       $  3,178   $   266          N/A               N/A
Index Plus International Equity /(3)/       $    4,187            --       $     43   $    69          N/A               N/A
International Growth Opportunities          $    5,388       $    86       $ 61,587   $   250          N/A               N/A
International Capital Appreciation /(3)/    $      378            --             --   $    18          N/A               N/A
International Real Estate                   $   36,622            --       $    161   $   259          N/A               N/A
International SmallCap Multi-Manager        $   32,424       $ 5,035       $ 98,533   $ 2,872          N/A               N/A
International Value                         $    1,918       $15,266       $348,537   $ 3,821          N/A               N/A
International Value Choice                  $    6,337            --       $ 11,592   $   942          N/A               N/A
International Value Opportunities/(2)/             N/A           N/A            N/A       N/A          N/A               N/A
Russia                                      $1,245,548            --            N/A       N/A          N/A               N/A

/(1)/ Effective January 2, 2007, Class M shares of ING Emerging Countries Fund
     were converted to Class A shares of ING Emerging Countries Fund.
/(2)/ Disciplined International SmallCap Fund and International Value
     Opportunities Fund had not commenced as of October 31, 2006, therefore, the
     Distributor did not receive any sales charges in connection with the sale
     of shares for the fiscal year ended October 31, 2006.
/(3)/ Emerging Markets Fixed Income Fund, Greater China Fund, Index Plus
     International Equity Fund, and International Capital Appreciation Fund
     commenced operations on December 21, 2005. Reflects sales charges received
     during the ten-month period from December 21, 2005 to October 31, 2006.
/(4)/ Global Bond Fund commenced operations on June 30, 2006. Reflects sales
     charges received during the four-month period from June 30, 2006 to October
     31, 2006.

                                      217


For the fiscal year ended October 31, 2005, the Distributor received the
following amounts in sales charges in connection with sale of shares:

Fund

                                            Class A       Class A                            Class M      Class M
                                              Sales        Sales                              Sales        Sales
                                             Charges      Charges     Class B    Class C     Charges      Charges
                                             Before        After     Deferred   Deferred     Before       After
                                           Dealer Re-   Dealer Re-     Sales      Sales    Dealer Re-   Dealer Re-
Fund                                        Allowance    Allowance    Charges    Charges    Allowance    Allowance
----------------------------------------   ----------   ----------   --------   --------   ----------   ----------
Emerging Countries                            30,457      18,250       29,798        16         --           --
Emerging Markets Fixed Income /(1)/              N/A         N/A          N/A       N/A        N/A          N/A
Foreign                                       76,564          21       56,426     2,704         --           --
Global Equity Dividend                       115,391          66       33,192     1,342         --           --
Global Natural Resources                      13,434          60           --        --         --           --
Global Real Estate                            76,837          29       32,065     5,284         --           --
Global Value Choice                            6,567         365       89,918       415         --           --
Greater China /(1)/                              N/A         N/A          N/A       N/A        N/A          N/A
Index Plus International Equity /(1)/            N/A         N/A          N/A       N/A        N/A          N/A
International                                 11,394          49       40,192     1,316         --           --
International Capital Appreciation /(1)/         N/A         N/A          N/A       N/A        N/A          N/A
International Real Estate /(2)/                  N/A         N/A          N/A       N/A        N/A          N/A
International SmallCap Multi-Manager          20,479      78,165      153,738     2,317         --           --
International Value                            2,469       7,534      593,800     7,396         --           --
International Value Choice /(3)/               7,489          --        1,380        --         --           --
Russia                                       248,873          10           --        --         --           --

/(1)/ Emerging Markets Fixed Income Fund, Greater China Fund, Index Plus
     International Equity Fund, and International Capital Appreciation Fund
     commenced operations on December 21, 2005, therefore, the Distributor did
     not receive any sales charges in connection with the sale of shares for the
     fiscal year ened October 31, 2005.

/(2)/ International Real Estate Fund commenced operations on February 28, 2006,
     therefore, the Distributor did not receive any sales charges in connection
     with the sale of shares for the fiscal year ened October 31, 2005.

/(3)/ International Value Choice Fund commenced operations on February 1, 2005.


          The following table shows all commissions and other compensation
received by each principal underwriter, who is an affiliated person of the
Funds' or an affiliated person of that affiliated person, directly or indirectly
during the Funds' most recent fiscal year:



                                                                         Net       Compensation
                                                                    Underwriting        on
                                                 Name of              Discounts     Redemptions
                                                Principal                and            and        Brokerage        Other
Fund                                           Underwriter           Commissions    Repurchases   Commissions   Compensation
------------------------------------   --------------------------   ------------   ------------   -----------   ------------
Asia-Pacific Real Estate/(1)/          ING Funds Distributor, LLC           N/A           N/A            N/A         N/A
Disciplined International SmallCap     ING Funds Distributor, LLC    $      395      $     50       $     16         $ 0
Emerging Countries                     ING Funds Distributor, LLC    $   83,410      $  6,487       $  3,574         $ 0
Emerging Markets Fixed Income          ING Funds Distributor, LLC    $    3,725      $     59       $     58         $ 0
European Real Estate/(1)/              ING Funds Distributor, LLC           N/A           N/A            N/A         N/A
Foreign                                ING Funds Distributor, LLC    $  137,582      $ 23,734       $  3,258         $ 0
Global Bond                            ING Funds Distributor, LLC    $    2,726      $     30       $      1         $ 0
Global Equity Dividend                 ING Funds Distributor, LLC    $  195,555      $ 13,366       $  4,810         $ 0


                                      218



                                                                         Net       Compensation
                                                                    Underwriting        on
                                                 Name of              Discounts     Redemptions
                                                Principal                and            and        Brokerage        Other
Fund                                           Underwriter           Commissions    Repurchases   Commissions   Compensation
------------------------------------   --------------------------   ------------   ------------   -----------   ------------
Global Natural Resources               ING Funds Distributor, LLC    $   39,412      $      0       $ 10,384         $ 0
Global Real Estate                     ING Funds Distributor, LLC    $1,085,746      $160,612       $ 70,749         $ 0
Global Value Choice                    ING Funds Distributor, LLC    $    6,242      $    111       $  1,183         $ 0
Greater China                          ING Funds Distributor, LLC    $  111,165      $  5,686       $ 22,802         $ 0
Index Plus International Equity        ING Funds Distributor, LLC    $    6,048      $    778       $    814         $ 0
International Capital Appreciation     ING Funds Distributor, LLC    $    2,051      $     65       $    496         $ 0
International Equity Dividend          ING Funds Distributor, LLC    $    5,003            --             --          --
International Growth Opportunities     ING Funds Distributor, LLC    $    7,528      $    119       $  2,033         $ 0
International Real Estate              ING Funds Distributor, LLC    $  307,505      $ 26,881       $ 13,481         $ 0
International SmallCap Multi-Manager   ING Funds Distributor, LLC    $  119,372      $  4,080       $ 10,765         $ 0
International Value                    ING Funds Distributor, LLC    $    1,505      $ 10,632       $ 29,542         $ 0
International Value Choice             ING Funds Distributor, LLC    $   11,518      $  9,985       $  1,851         $ 0
International Value Opportunities      ING Funds Distributor, LLC    $       42            --       $      1         $ 0
Russia                                 ING Funds Distributor, LLC    $  984,347            --       $223,615         $ 0


/(1)/ Asia-Pacific Real Estate Fund and European Real Estate Fund had not
     commenced operations as of October 31, 2007, therefore no commissions or
     other compensation was paid for the fiscal year ended October 31, 2007.

                         CALCULATION OF PERFORMANCE DATA

Average Annual Total Return Information

          Each Fund may, from time to time, include "total return" in
advertisements or reports to shareholders or prospective investors.

          Quotations of average annual total return will be expressed in terms
of the average annual compounded rate of return of a hypothetical investment in
a Fund over periods of one (1), five (5) and ten (10) years (up to the life of
the Fund), calculated pursuant to the following formula which is prescribed by
the SEC:

                                P(1 + T)/n/ = ERV

Where:

  P = a hypothetical initial payment of $1,000,
  T = the average annual total return,
  n = the number of years, and
ERV = the ending redeemable value of a hypothetical $1,000 payment made at the
      beginning of the period.

          All total return figures assume that all dividends are reinvested when
paid.

                                      219


          From time to time, a Fund may advertise its average annual total
return over various periods of time. These total return figures show the average
percentage change in value of an investment in the Fund from the beginning date
of the measuring period. These figures reflect changes in the price of the
Fund's shares and assume that any income dividends and/or capital gains
distributions made by the Fund during the period were reinvested in shares of
the Fund. Figures will be given for one (1), five (5) and ten (10) year periods
(if applicable) and may be given for other periods as well (such as from
commencement of the Fund's operations, or on a year-by-year basis).

Average Annual Total Return (After Taxes On Distributions) Quotation

          Each Fund may, from time to time, include "total return after taxes on
distributions" in advertisements or reports to shareholders or prospective
investors. Quotations of average annual total return after taxes on
distributions will be expressed in terms of the average annual compounded rate
of return of a hypothetical investment in a Fund over periods of one (1), five
(5) and ten (10) years (up to the life of the Fund), calculated pursuant to the
following formula which is prescribed by the SEC:

                              P(1 + T)n = ATV//D//

Where:

  P      = a hypothetical initial payment of $1,000,
  T      = the average annual total return (after taxes on distributions),
  n      = the number of years, and
ATV//D// = ending value of a hypothetical $1,000 payment made at the beginning
           of the one (1)-, five (5)-, or ten (10)-year periods (or fractional
           portion), after taxes on fund distributions but not after taxes on
           redemptions.

          All total return figures assume that all dividends are reinvested when
paid. Taxes are calculated using the highest individual marginal federal income
tax rates in effect on the reinvestment date. The rates used correspond to the
character of each component of the distributions (e.g., ordinary income rate for
ordinary income distributions, short-term capital gain rate for short-term
capital gain distributions, and long-term capital gain rate for long-term
capital gain distributions). The calculations do not consider any potential tax
liabilities other than federal tax liability.

          From time to time, a Fund may advertise its average annual total
return over various periods of time. These total return figures show the average
percentage change in value of an investment in the Fund from the beginning date
of the measuring period. These figures reflect changes in the price of the
Fund's shares and assume that any income dividends and/or capital gains
distributions made by the Fund during the period were reinvested in shares of
the Fund. Figures will be given for one, five and ten year periods (if
applicable) and may be given for other periods as well (such as from
commencement of the Fund's operations, or on a year-by-year basis).

Average Annual Total Return (After Taxes on Distributions and Redemption)
Quotation

          Each Fund may, from time to time, include "total return after taxes on
distributions and redemption" in advertisements or reports to shareholders or
prospective investors. Quotations of average annual total return after taxes on
distributions and redemption will be expressed in terms of the average annual
compounded rate of return of a hypothetical investment in a Fund over periods of
one (1), five (5) and ten (10) years (up to the life of the Fund), calculated
pursuant to the following formula which is prescribed by the SEC:

                                      220


                             P(1 + T)/n/ = ATV//DR//

Where:

   P      = a hypothetical initial payment of $1,000,
   T      = the average annual total return (after taxes on distributions),
   n      = the number of years, and
ATV//DR// = ending value of a hypothetical $1,000 payment made at the beginning
            of the one (1)-, five (5)-, or ten (10)-year periods (or fractional
            portion), after taxes on fund distributions and redemption.

          All total return figures assume that all dividends are reinvested when
paid. Taxes are calculated using the highest individual marginal federal income
tax rates in effect on the reinvestment date. The rates used correspond to the
character of each component of the distributions (e.g., ordinary income rate for
ordinary income distributions, short-term capital gain rate for short-term
capital gain distributions, and long-term capital gain rate for long-term
capital gain distributions). The ending value is determined by subtracting
capital gain taxes resulting from the redemption and adding the tax benefit from
capital losses resulting from the redemption. The calculations do not consider
any potential tax liabilities other than federal tax liability.

          From time to time, a Fund may advertise its average annual total
return over various periods of time. These total return figures show the average
percentage change in value of an investment in the Fund from the beginning date
of the measuring period. These figures reflect changes in the price of the
Fund's shares and assume that any income dividends and/or capital gains
distributions made by the Fund during the period were reinvested in shares of
the Fund. Figures will be given for one, five and ten year periods (if
applicable) and may be given for other periods as well (such as from
commencement of the Fund's operations, or on a year-by-year basis).

          Quotations of yield for the Funds will be based on all investment
income per share earned during a particular 30-day period (including dividends
and interest), less expenses accrued during the period ("net investment income")
and are computed by dividing net investment income by the maximum offering price
per share on the last day of the period, according to the following formula:

                             Yield= 2[(a-b + 1)/6/-1]
                                       ---
                                        cd

where

a = dividends and interest earned during the period,
b = expenses accrued for the period (net of reimbursements),
c = the average daily number of shares outstanding during the period that were
    entitled to receive dividends, and
d = the maximum offering price per share on the last day of the period.

          Under this formula, interest earned on debt obligations for purposes
of "a" above, is calculated by (1) computing the yield to maturity of each
obligation held by the Fund based on the market value of the obligation
(including actual accrued interest) at the close of business on the last day of
each month, or, with respect to obligations purchased during the month, the
purchase price (plus actual accrued interest), (2) dividing that figure by 360
and multiplying the quotient by the market value of the obligation (including
actual accrued interest as referred to above) to determine the interest income
on the obligation for each day of the subsequent month that the obligation is in
the Fund's portfolio (assuming a month of thirty (30) days) and (3) computing
the total of the interest earned on all debt obligations and all dividends
accrued on all equity securities during the thirty (30)-day or one month period.
In computing dividends accrued, dividend income is recognized by accruing 1/360
of the stated dividend rate of a security each day that the security is in the
Fund's portfolio. For purposes of "b" above, Rule 12b-1 Plan expenses are
included among the expenses accrued for

                                      221


the period. Any amounts representing sales charges will not be included among
these expenses; however, the Fund will disclose the maximum sales charge as well
as any amount or specific rate of any nonrecurring account charges. Undeclared
earned income, computed in accordance with generally accepted accounting
principles, may be subtracted from the maximum offering price calculation
required pursuant to "d" above.

          A Fund may also from time to time advertise its yield based on a
thirty (30)-day or ninety (90)-day period ended on a date other than the most
recent balance sheet included in the Fund's Registration Statement, computed in
accordance with the yield formula described above, as adjusted to conform with
the differing period for which the yield computation is based. Any quotation of
performance stated in terms of yield (whether based on a thirty (30)-day or
ninety (90)-day period) will be given no greater prominence than the information
prescribed under SEC rules. In addition, all advertisements containing
performance data of any kind will include a legend disclosing that such
performance data represents past performance and that the investment return and
principal value of an investment will fluctuate so that an investor's shares,
when redeemed, may be worth more or less than their original cost.

          A Fund may also publish a distribution rate in sales literature and in
investor communications preceded or accompanied by a copy of the current
Prospectus. The current distribution rate for a Fund is the annualization of the
Fund's distribution per share divided by the maximum offering price per share of
a Fund at the respective month-end. The current distribution rate may differ
from current yield because the distribution rate may contain items of capital
gain and other items of income, while yield reflects only earned net investment
income. In each case, the yield, distribution rates and total return figures
will reflect all recurring charges against Fund income and will assume the
payment of the maximum sales load, including any applicable contingent deferred
sales charge.

Additional Performance Quotations

     Advertisements of total return will always show a calculation that includes
the effect of the maximum sales charge but may also show total return without
giving effect to that charge. Because these additional quotations will not
reflect the maximum sales charge payable, these performance quotations will be
higher than the performance quotations that reflect the maximum sales charge.

     Total returns and yields are based on past results and are not necessarily
a prediction of future performance.

                             PERFORMANCE COMPARISONS


          In reports or other communications to shareholders or in advertising
material, a Fund may compare the performance of its Class A, Class B, Class C,
Class I, Class O, Class W and Class Q shares with that of other mutual funds as
listed in the rankings prepared by Lipper Analytical Services, Inc.,
Morningstar, Inc., CDA Technologies, Inc., Value Line, Inc. or similar
independent services that monitor the performance of mutual funds or with other
appropriate indices of investment securities. In addition, certain indices may
be used to illustrate historic performance of select asset classes. The
performance information may also include evaluations of the Funds published by
nationally recognized ranking services and by financial publications that are
nationally recognized, such as Business Week, Forbes, Fortune, Institutional
Investor, Money and The Wall Street Journal. If a Fund compares its performance
to other funds or to relevant indices, the Fund's performance will be stated in
the same terms in which such comparative data and indices are stated, which is
normally total return rather than yield. For these purposes the performance of
the Fund, as well as the performance of such investment companies or indices,
may not reflect sales charges, which, if reflected, would reduce performance
results.

          The average annual total returns, including sales charges, for each
class of shares of each Fund (except Class W, which had not commenced operations
as of October 31, 2007) for the one-, five- and ten-year periods


                                      222


ended October 31, 2007, if applicable, and for classes that have not been in
operation for ten years, the average annual total return for the period from
commencement of operations to October 31, 2007, is as follows:


                                                                                                   Since      Inception
                                                                     1 Year   5 Year   10 Year   Inception      Date
                                                                     ------   ------   -------   ---------   ----------
Asia-Pacific Real Estate Fund/(1)/
Class A                                                          %      N/A      N/A      N/A         N/A    11/01/2007
Class A (after taxes on distributions)                           %      N/A      N/A      N/A         N/A
Class A (After taxes on distributions and sale of fund shares)   %      N/A      N/A      N/A         N/A
Class B                                                          %      N/A      N/A      N/A         N/A    11/01/2007
Class C                                                          %      N/A      N/A      N/A         N/A    11/01/2007
Class I                                                          %      N/A      N/A      N/A         N/A    11/01/2007

Disciplined International SmallCap Fund
Class A                                                          %       --       --       --       13.95    12/20/2006
Class A (after taxes on distributions)                           %       --       --       --       13.95
Class A (After taxes on distributions and sale of fund shares)   %       --       --       --        9.07
Class B                                                          %       --       --       --       15.20    12/20/2006
Class C                                                          %       --       --       --       19.20    12/20/2006
Class I                                                          %       --       --       --       21.30    12/20/2006

Emerging Countries Fund/(2)/
Class A                                                          %    33.76    26.34     9.63          --    11/28/1994
Class A (after taxes on distributions)                           %    33.55    26.33     9.34          --
Class A (After taxes on distributions and sale of fund shares)   %    22.23    23.65     8.38          --
Class B                                                          %    35.85    26.81     9.66          --    05/31/1995
Class C                                                          %    39.82    26.94     9.52          --    11/28/1994
Class I                                                          %    42.41       --       --       31.25    12/21/2005
Class Q                                                          %    42.05    28.06    10.53          --    08/31/1995

Emerging Markets Fixed Income Fund
Class A                                                          %     4.55       --       --        5.46    12/21/2005
Class A (after taxes on distributions)                           %     2.25       --       --        3.11
Class A (After taxes on distributions and sale of fund shares)   %     2.90       --       --        3.26
Class B                                                          %     1.40       --       --        5.25    01/04/2006
Class C                                                          %     5.41       --       --        5.50    03/01/2006
Class I                                                          %       --       --       --        4.25    12/20/2006

European Real Estate Fund/(1)/
Class A                                                          %      N/A      N/A      N/A         N/A    11/01/2007
Class A (after taxes on distributions)                           %      N/A      N/A      N/A         N/A
Class A (After taxes on distributions and sale of fund shares)   %      N/A      N/A      N/A         N/A
Class B                                                          %      N/A      N/A      N/A         N/A    11/01/2007
Class C                                                          %      N/A      N/A      N/A         N/A    11/01/2007
Class I                                                          %      N/A      N/A      N/A         N/A    11/01/2007


                                       223



                                                                                                   Since      Inception
                                                                     1 Year   5 Year   10 Year   Inception      Date
                                                                     ------   ------   -------   ---------   ----------
Foreign Fund
Class A                                                          %    23.78       --       --       22.23    07/01/2003
Class A (after taxes on distributions)                           %    23.15       --       --       21.84
Class A (After taxes on distributions and sale of fund shares)   %    16.07       --       --       19.49
Class B                                                          %    25.35       --       --       22.07    07/08/2003
Class C                                                          %    29.30       --       --       22.37    07/07/2003
Class I                                                          %    31.76       --       --       23.75    09/08/2003
Class Q                                                          %    31.45       --       --       23.72    07/10/2003

Global Bond Fund
Class A                                                          %     6.90       --       --        5.67    06/30/2006
Class A (after taxes on distributions)                           %     4.72       --       --        3.89
Class A (After taxes on distributions and sale of fund shares)   %     4.40       --       --        3.76
Class B                                                          %     3.74       --       --        5.80    06/30/2006
Class C                                                          %     7.90       --       --        8.83    06/30/2006
Class I                                                          %     9.88       --       --        9.88    06/30/2006

Global Equity Dividend Fund
Class A                                                          %     9.16       --       --       18.01    09/17/2003
Class A (after taxes on distributions)                           %     7.52       --       --       16.40
Class A (after taxes on distributions and sale of fund shares)   %     7.14       --       --       14.97
Class B                                                          %     9.94       --       --       18.22    10/24/2003
Class C                                                          %    13.94       --       --       18.19    10/29/2003
Class I                                                          %       --       --       --        7.26    08/01/2007
Class O                                                          %       --       --       --       15.12    11/15/2006


                                       224



                                                                                                   Since      Inception
                                                                     1 Year   5 Year   10 Year   Inception      Date
                                                                     ------   ------   -------   ---------   ----------
Global Natural Resources Fund
Class A                                                          %    34.97    27.07    14.41          --    12/03/1975
Class A (after taxes on distributions)                           %    33.42    26.55    14.12          --
Class A (After taxes on distributions and sale of fund shares)   %    23.24    23.93    12.86          --
Class I                                                          %       --       --       --       17.56    08/01/2007

Global Real Estate Fund
Class A                                                          %     8.78    26.41       --       23.09    11/05/2001
Class A (after taxes on distributions)                           %     6.86    23.52       --       20.38
Class A (After taxes on distributions and sale of fund shares)   %     5.92    21.63       --       18.80
Class B                                                          %     9.59    26.80       --       22.58    03/15/2002
Class C                                                          %    13.57    26.99       --       22.56    01/08/2002
Class I                                                          %    15.88       --       --       25.84    06/03/2005
Class O                                                          %       --       --       --       15.68    11/15/2006

Global Value Choice Fund
Class A                                                          %    23.21    16.88     8.63          --    04/19/1993
Class A (after taxes on distributions)                           %    23.21    16.85     7.05          --
Class A (After taxes on distributions and sale of fund shares)   %    15.09    14.91     6.59          --
Class B                                                          %    24.91    17.29     8.57          --    05/31/1995
Class C                                                          %    28.86    17.51     8.56          --    04/19/1993
Class I                                                          %    31.48       --       --       29.02    09/06/2006
Class Q                                                          %    31.13    18.59     9.58          --    08/31/1995

Greater China Fund
Class A                                                          %    85.15       --       --       56.92    12/21/2005
Class A (after taxes on distributions)                           %    85.17       --       --       56.93
Class A (After taxes on distributions and sale of fund shares)   %    55.52       --       --       49.60
Class B                                                          %    89.92       --       --       56.04    01/06/2006
Class C                                                          %    93.75       --       --       57.53    01/11/2006
Class I                                                          %    96.81       --       --       55.07    05/08/2006


                                       225



                                                                                                   Since      Inception
                                                                     1 Year   5 Year   10 Year   Inception      Date
                                                                     ------   ------   -------   ---------   ----------
Index Plus International Equity Fund

Class A                                                          %    15.93       --       --      17.69     12/21/2005
Class A (after taxes on distributions)                           %    15.11       --       --      17.23
Class A (After taxes on distributions and sale of fund shares)   %    10.57       --       --      14.93
Class B                                                          %    17.85       --       --      17.16     01/12/2006
Class C                                                          %    21.81       --       --      18.97     01/12/2006
Class I                                                          %    24.14       --       --      22.22     12/21/2005
Class O/(3)/                                                     %      -         --       --        -       11/09/2007

International Capital Appreciation Fund

Class A                                                          %    26.24       --       --      21.53     12/21/2005
Class A (after taxes on distributions)                           %    25.32       --       --      21.06
Class A (After taxes on distributions and sale of fund shares)   %    17.10       --       --      18.20
Class B                                                          %    27.67       --       --      20.57     01/09/2006
Class C                                                          %    31.45       --       --      24.00     01/24/2006
Class I                                                          %    34.14       --       --      25.82     12/21/2005

International Equity Dividend Fund

Class A                                                          %       --       --       --      (0.38)    06/28/2007
Class A (after taxes on distributions)                           %       --       --       --      (0.38)
Class A (After taxes on distributions and sale of fund shares)   %       --       --       --      (0.25)
Class B                                                          %       --       --       --       0.50     06/28/2007
Class C                                                          %       --       --       --       4.50     06/28/2007
Class I                                                          %       --       --       --       5.80     06/28/2007

International Growth Opportunities Fund

Class A                                                          %    22.83    18.83     9.68         --     01/03/1994
Class A (after taxes on distributions)                           %    21.13    18.50     7.75         --
Class A (After taxes on distributions and sale of fund shares)   %    16.47    16.63     7.33         --
Class B                                                          %    24.42    19.00       --       5.57     08/22/2000
Class C                                                          %    28.46    19.19       --       6.38     09/15/2000
Class I                                                          %    31.02    20.60       --      14.43     01/15/2002
Class Q                                                          %    30.55    20.33       --       9.17     02/26/2001


                                      226



                                                                                                   Since      Inception
                                                                     1 Year   5 Year   10 Year   Inception      Date
                                                                     ------   ------   -------   ---------   ----------
Class I                                                          %       --       --       --       5.80     06/28/2007

International Real Estate Fund

Class A                                                          %    21.09       --       --      23.15      2/28/2006
Class A (after taxes on distributions)                           %    20.14       --       --      22.45
Class A (After taxes on distributions and sale of fund shares)   %    13.77       --       --      19.45
Class B                                                          %    22.69       --       --      24.69     02/28/2006
Class C                                                          %    26.58       --       --      26.64     02/28/2006
Class I                                                          %    28.80       --       --      27.96     02/28/2006

International SmallCap Multi-Manager Fund

Class A                                                          %    33.52    28.16    17.37         --     08/31/1994
Class A (after taxes on distributions)                           %    33.51    28.15    16.49
Class A (After taxes on distributions and sale of fund shares)   %    21.97    25.32    15.19
Class B                                                          %    35.76    28.69    17.34         --     05/31/1995
Class C                                                          %    39.76    28.82    17.32         --     08/31/1994
Class I                                                          %    42.24      -        -        31.20     12/21/2005
Class Q                                                          %    41.87    29.99    18.34         --     08/31/1995

International Value Fund

Class A                                                          %    12.99    22.69    13.34         --     03/06/1995
Class A (after taxes on distributions)                           %    11.32    21.76    12.27
Class A (After taxes on distributions and sale of fund shares)   %    10.42    19.99    11.51
Class B                                                          %    14.03    23.11    13.21         --     04/18/1997
Class C                                                          %    18.10    23.28    13.21         --     03/06/1995
Class I                                                          %    20.31    24.62       --      14.19     06/18/2001
Class Q                                                          %    20.25    24.39       --      11.23     01/24/2000

International Value Choice Fund

Class A                                                          %    15.41       --       --      15.00     02/01/2005
Class A (after taxes on distributions)                           %    15.08       --       --      14.66
Class A (After taxes on distributions and sale of fund shares)   %    10.44       --       --      12.83
Class B                                                          %    16.54       --       --      15.76     02/01/2005
Class C                                                          %    20.58       --       --      16.67     02/04/2005
Class I                                                          %    23.04       --       --      19.10     12/21/2005

International Value Opportunities Fund

Class A                                                          %       --       --       --       0.28     02/28/2007
Class A (after taxes on distributions)                           %       --       --       --       0.28
Class A (After taxes on distributions and sale of fund shares)   %       --       --       --       0.18
Class B                                                          %       --       --       --       0.90     02/28/2007


                                      227



                                                                                                   Since      Inception
                                                                     1 Year   5 Year   10 Year   Inception      Date
                                                                     ------   ------   -------   ---------   ----------
Class C                                                          %       --       --       --       4.60     02/28/2007
Class I                                                          %       --       --       --       6.70     02/28/2007

Russia Fund

Class A /(4)/                                                    %    38.70    45.12    16.38         --     07/03/1996
Class A (after taxes on distributions)                           %    37.69    44.84    15.55         --
Class A (After taxes on distributions and sale of fund shares)   %    26.07    41.08    14.21         --


----------

/(1)/ Asia-Pacific Real Estate Fund and European Real Estate Fund each had not
     commenced operations as of the fiscal year end of October 31, 2007,
     therefore no returns are presented.


/(2)/ Effective January 2, 2007, Class M shares of ING Emerging Countries Fund
     were converted to Class A shares of ING Emerging Countries Fund.


/(3)/ Class O Shares of Index Plus International Equity Fund had not commenced
     operations as of the fiscal year end of October 31, 2007, therefore no
     returns are presented.
/(4)/ Prior to July 26, 2000, Lexington Management Corporation served as the
     adviser to the Fund and the Fund's shares were sold on a no-load basis.
     Effective July 26, 2000, the Fund's shares were classified as "Class A"
     shares.


          Reports and promotional literature may also contain the following
information: (i) a description of the gross national or domestic product and
populations, including but not limited to age characteristics, of various
countries and regions in which a Fund may invest, as compiled by various
organizations, and projections of such information; (ii) the performance of
worldwide equity and debt markets; (iii) the capitalization of U.S. and foreign
stock markets prepared or published by the International Finance Corporation,
Morgan Stanley Capital International or a similar financial organization; (iv)
the geographic distribution of a Fund's portfolio; (v) the major industries
located in various jurisdictions; (vi) the number of shareholders in the Funds
or other ING Funds and the dollar amount of the assets under management; (vii)
descriptions of investing methods such as dollar-cost averaging, best day/worst
day scenarios, etc.; (viii) comparisons of the average price to earnings ratio,
price to book ratio, price to cash flow and relative currency valuations of the
Funds and individual stocks in a Fund's portfolio, appropriate indices and
descriptions of such comparisons; (ix) quotes from the Sub-Adviser of a Fund or
other industry specialists; (x) lists or statistics of certain of a Fund's
holdings including, but not limited to, portfolio composition, sector
weightings, portfolio turnover rate, number of holdings, average market
capitalization, and modern portfolio theory statistics; (xi) NASDAQ symbols for
each class of shares of each Fund; and (xii) descriptions of the benefits of
working with investment professionals in selecting investments.


          In addition, reports and promotional literature may contain
information concerning ING Investments, the Sub-Advisers, ING Capital
Corporation LLC ("ING Capital"), ING Funds Services, LLC or affiliates of the
Trusts, including: (i) performance rankings of other funds managed by ING
Investments or a Sub-Adviser, or the individuals employed by ING Investments or
a Sub-Adviser who exercise responsibility for the day-to-day management of a
Fund, including rankings of mutual funds published by Lipper Analytical
Services, Inc., Morningstar, Inc., CDA Technologies, Inc., or other rating
services, companies, publications or other persons who rank mutual funds or
other investment products on overall performance or other criteria; (ii) lists
of clients, the number of clients, or assets under management; (iii) information
regarding the acquisition of the ING Funds by ING Capital; (iv) the past
performance of ING Capital and ING Funds; (v) the past performance of other
funds managed by ING Investments; and (vi) information regarding rights
offerings conducted by closed-end funds managed by ING Investments.


                                  DISTRIBUTIONS

          As noted in the Prospectuses, shareholders have the privilege of
reinvesting both income dividends and capital gains distributions, if any, in
additional shares of a respective class of a Fund at the then current

                                      228


NAV, with no sales charge. The Funds' management believes that most investors
desire to take advantage of this privilege. It has therefore made arrangements
with its Transfer Agent to have all income dividends and capital gains
distributions that are declared by the Funds automatically reinvested for the
account of each shareholder. A shareholder may elect at any time by writing to
the Fund or the Transfer Agent to have subsequent dividends and/or distributions
paid in cash. In the absence of such an election, each purchase of shares of a
class of a Fund is made upon the condition and understanding that the Transfer
Agent is automatically appointed the shareholder's agent to receive his
dividends and distributions upon all shares registered in his name and to
reinvest them in full and fractional shares of the respective class of the Fund
at the applicable NAV in effect at the close of business on the reinvestment
date. A shareholder may still at any time after a purchase of Fund shares
request that dividends and/or capital gains distributions be paid to him in
cash.

                               GENERAL INFORMATION

Other Information

          Each Trust is registered with the SEC as an open-end management
investment company. Such registration does not involve supervision of the
management or policies of the Trust by any governmental agency. The Prospectuses
and this SAI omit certain of the information contained in each Trust's
Registration Statement filed with the SEC and copies of this information may be
obtained from the SEC upon payment of the prescribed fee or examined at the SEC
in Washington, D.C. without charge.

          Investors in the Funds will be kept informed of the Funds' progress
through annual and semi-annual shareholder reports showing portfolio
composition, statistical data and any other significant data, including
financial statements audited by an independent registered public accounting
firm.

Reports to Shareholders

          The fiscal year of each Fund ends on October 31. Each Fund will send
financial statements to its shareholders at least semi-annually. An annual
shareholder report containing financial statements audited by the independent
registered accounting firm will be sent to shareholders each year.

Declaration of Trust

          Mayflower Trust is organized as Massachusetts business trust. The
Declaration of Trust of International Value Fund provides that obligations of
the Fund are not binding upon its Trustees, officers, employees and agents
individually and that the Trustees, officers, employees and agents will not be
liable to the trust or its investors for any action or failure to act, but
nothing in the Declaration of Trust protects a Trustee, officer, employee or
agent against any liability to the trust or its investors to which the Trustee,
officer, employee or agent would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence, or reckless disregard of his or her
duties. The Declaration of Trust also provides that the debts, liabilities,
obligations and expenses incurred, contracted for or existing with respect to
the designated Fund shall be enforceable against the assets and property of such
Fund only, and not against the assets or property of any other Fund or the
investors therein.

Declaration of Trust

          Mutual Funds is organized as a Delaware Statutory trust. The
Declaration of Trust of these Funds (except International Value) provides that
obligations of the Funds are not binding upon its Trustees, officers, employees
and agents individually and that the Trustees, officers, employees and agents
will not be liable to

                                      229


the trust or its investors for any action or failure to act, but nothing in the
Declaration of Trust protects a Trustee, officer, employee or agent against any
liability to the trust or its investors to which the Trustee, officer, employee
or agent would otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence, or reckless disregard of his or her duties. The Declaration of
Trust also provides that the debts, liabilities, obligations and expenses
incurred, contracted for or existing with respect to the designated Funds shall
be enforceable against the assets and property of such Funds only, and not
against the assets or property of any other Funds or the investors therein.

                              FINANCIAL STATEMENTS

          The financial statements from the Funds' (except ING Asia-Pacific Real
Estate Fund and ING European Real Estate Fund)) October 31, 2007 annual
shareholder report are incorporated herein by reference. Copies of the Funds'
annual and semi-annual shareholder reports may be obtained without charge by
contacting the Funds: at 7337 East Doubletree Ranch Road, Scottsdale, Arizona
85258 or calling (800) 992-0180. Copies of Global Equity Dividend Fund, Global
Real Estate Fund and Index Plus International Equity Fund Class O shares'
Prospectus and annual or semi-annual shareholder reports (when available) may be
obtained by calling 1-866 BUY-FUND (1-866-289-3863) or by writing to ING DIRECT
Securities, Inc. P.O. Box 15647 Wilmington, DE 19885-5647.

                                      230


               APPENDIX A- PROXY VOTING PROCEDURES AND GUIDELINES

                                       A-1

Appendix A

ING FUNDS

PROXY VOTING PROCEDURES AND GUIDELINES

Effective Date: July 10, 2003

Revision Date: September 1, 2007

I. INTRODUCTION

The following are the Proxy Voting Procedures and Guidelines (the “Procedures and Guidelines”) of the ING Funds set forth on Exhibit 1 attached hereto and each portfolio or series thereof, except for any “Sub-Adviser-Voted Series” identified on Exhibit 1 and further described in Section III below (each non-Sub-Adviser-Voted Series hereinafter referred to as a “Fund” and collectively, the “Funds”). The purpose of these Procedures and Guidelines is to set forth the process by which each Fund subject to these Procedures and Guidelines will vote proxies related to the equity assets in its investment portfolio (the “portfolio securities”). The Procedures and Guidelines have been approved by the Funds’ Boards of Trustees/Directors¹ (each a “Board” and collectively, the “Boards”), including a majority of the independent Trustees/Directors² of the Board. These Procedures and Guidelines may be amended only by the Board. The Board shall review these Procedures and Guidelines at its discretion, and make any revisions thereto as deemed appropriate by the Board.

II. COMPLIANCE COMMITTEE

The Boards hereby delegate to the Compliance Committee of each Board (each a “Committee” and collectively, the “Committees”) the authority and responsibility to oversee the implementation of these Procedures and Guidelines, and where applicable, to make determinations on behalf of the Board with respect to the voting of proxies on behalf of each Fund. Furthermore, the Boards hereby delegate to each Committee the authority to review and approve material changes to proxy voting procedures of any Fund’s investment adviser (the “Adviser”). The Proxy Voting Procedures of the Adviser (the “Adviser Procedures”) are attached hereto as Exhibit 2. Any determination regarding the voting of proxies of each Fund that is made by a Committee, or any member thereof, as permitted herein, shall be deemed to be a good faith determination regarding the voting of proxies by the full Board. Each Committee may rely on the Adviser through the Agent, Proxy Coordinator and/or Proxy Group (as such terms are defined for purposes of the Adviser Procedures) to deal in the first instance with the application of these Procedures and Guidelines. Each Committee shall conduct itself in accordance with its charter.

III. DELEGATION OF VOTING AUTHORITY

Except as otherwise provided for herein, the Board hereby delegates to the Adviser to each Fund the authority and responsibility to vote all proxies with respect to all portfolio securities of the Fund in accordance

¹ Reference in these Procedures to one or more Funds shall, as applicable, mean those Funds that are under the jurisdiction of the particular Board or Compliance Committee at issue. No provision in these Procedures is intended to impose any duty upon the particular Board or Compliance Committee with respect to any other Fund.

² The independent Trustees/Directors are those Board members who are not “interested persons” of the Funds within the meaning of Section 2(a)(19) of the Investment Company Act of 1940.

A-1

with then current proxy voting procedures and guidelines that have been approved by the Board. The Board may revoke such delegation with respect to any proxy or proposal, and assume the responsibility of voting any Fund proxy or proxies as it deems appropriate. Non-material amendments to the Procedures and Guidelines may be approved for immediate implementation by the President or Chief Financial Officer of a Fund, subject to ratification at the next regularly scheduled meeting of the Compliance Committee.

A Board may elect to delegate the voting of proxies to the Sub-Adviser of a portfolio or series of the ING Funds. In so doing, the Board shall also approve the Sub-Adviser’s proxy policies for implementation on behalf of such portfolio or series (a “Sub-Adviser-Voted Series”). Sub-Adviser-Voted Series shall not be covered under these Procedures and Guidelines but rather shall be covered by such Sub-Adviser’s proxy policies, provided that the Board, including a majority of the independent Trustees/Directors¹, has approved them on behalf of such Sub-Adviser-Voted Series.

When a Fund participates in the lending of its securities and the securities are on loan at record date, proxies related to such securities will not be forwarded to the Adviser by the Fund’s custodian and therefore will not be voted.

Funds that are “funds-of-funds” will “echo” vote their interests in underlying mutual funds, which may include ING Funds (or portfolios or series thereof) other than those set forth on Exhibit 1 attached hereto. This means that, if the fund-of-funds must vote on a proposal with respect to an underlying investment company, the fund-of-funds will vote its interest in that underlying fund in the same proportion all other shareholders in the investment company voted their interests.

A fund that is a “feeder” fund in a master-feeder structure does not echo vote. Rather, it passes votes requested by the underlying master fund to its shareholders. This means that, if the feeder fund is solicited by the master fund, it will request instructions from its own shareholders, either directly or, in the case of an insurance-dedicated Fund, through an insurance product or retirement plan, as to the manner in which to vote its interest in an underlying master fund.

When a Fund is a feeder in a master-feeder structure, proxies for the portfolio securities owned by the master fund will be voted pursuant to the master fund’s proxy voting policies and procedures. As such, and except as otherwise noted herein with respect to vote reporting requirements, feeder Funds shall not be subject to these Procedures and Guidelines.

IV. APPROVAL AND REVIEW OF PROCEDURES

Each Fund’s Adviser has adopted proxy voting procedures in connection with the voting of portfolio securities for the Funds as attached hereto in Exhibit 2. The Board hereby approves such procedures. All material changes to the Adviser Procedures must be approved by the Board or the Compliance Committee prior to implementation; however, the President or Chief Financial Officer of a Fund may make such non-material changes as they deem appropriate, subject to ratification by the Board or the Compliance Committee at its next regularly scheduled meeting.

V. VOTING PROCEDURES AND GUIDELINES

The Guidelines that are set forth in Exhibit 3 hereto specify the manner in which the Funds generally will vote with respect to the proposals discussed therein.

¹ The independent Trustees/Directors are those Board members who are not “interested persons” of the Funds within the meaning of Section 2(a)(19) of the Investment Company Act of 1940.

A-2

Unless otherwise noted, the defined terms used hereafter shall have the same meaning as defined in the Adviser Procedures

A. Routine Matters

The Agent shall be instructed to submit a vote in accordance with the Guidelines where such Guidelines provide a clear “For,” “Against,” “Withhold” or “Abstain” on a proposal. However, the Agent shall be directed to refer any proxy proposal to the Proxy Coordinator for instructions as if it were a matter requiring case-by-case consideration under circumstances where the application of the Guidelines is unclear, it appears to involve unusual or controversial issues, or an Investment Professional (as such term is defined for purposes of the Adviser Procedures) recommends a vote contrary to the Guidelines.

B. Matters Requiring Case-by-Case Consideration

The Agent shall be directed to refer proxy proposals accompanied by its written analysis and voting recommendation to the Proxy Coordinator where the Guidelines have noted “case-by-case” consideration.

Upon receipt of a referral from the Agent, the Proxy Coordinator may solicit additional research from the Agent, Investment Professional(s), as well as from any other source or service.

Except in cases in which the Proxy Group has previously provided the Proxy Coordinator with standing instructions to vote in accordance with the Agent’s recommendation, the Proxy Coordinator will forward the Agent’s analysis and recommendation and/or any research obtained from the Investment Professional(s), the Agent or any other source to the Proxy Group. The Proxy Group may consult with the Agent and/or Investment Professional(s), as it deems necessary.

The Proxy Coordinator shall use best efforts to convene the Proxy Group with respect to all matters requiring its consideration. In the event quorum requirements cannot be timely met in connection with a voting deadline, it shall be the policy of the Funds to vote in accordance with the Agent’s recommendation, unless the Agent’s recommendation is deemed to be conflicted as provided for under the Adviser Procedures, in which case no action shall be taken on such matter (i.e., a “Non-Vote”).

1. Within-Guidelines Votes: Votes in Accordance with a Fund’s Guidelines and/or, where applicable, Agent Recommendation

In the event the Proxy Group, and where applicable, any Investment Professional participating in the voting process, recommend a vote Within Guidelines, the Proxy Group will instruct the Agent, through the Proxy Coordinator, to vote in this manner. Except as provided for herein, no Conflicts Report (as such term is defined for purposes of the Adviser Procedures) is required in connection with Within-Guidelines Votes.

2. Non-Votes: Votes in Which No Action is Taken

The Proxy Group may recommend that a Fund refrain from voting under the following circumstances: (1) if the economic effect on shareholders’ interests or the value of the portfolio holding is indeterminable or insignificant, e.g., proxies in connection with securities no longer held in the portfolio of an ING Fund or proxies being considered on behalf of a Fund that is no longer in existence; or (2) if the cost of voting a proxy outweighs the benefits, e.g., certain international proxies, particularly in cases in which share blocking practices may impose trading restrictions on the relevant portfolio security. In such instances, the Proxy Group may instruct the Agent, through the Proxy Coordinator, not to vote such proxy. The Proxy Group may provide the Proxy Coordinator with standing instructions on parameters that would dictate a Non-Vote without the Proxy Group’s review of a specific proxy. It is noted a Non-Vote determination would

A-3

generally not be made in connection with voting rights received pursuant to class action participation; while a Fund may no longer hold the security, a continuing economic effect on shareholders’ interests is likely.

Reasonable efforts shall be made to secure and vote all other proxies for the Funds, but, particularly in markets in which shareholders’ rights are limited, Non-Votes may also occur in connection with a Fund’s related inability to timely access ballots or other proxy information in connection with its portfolio securities.

Non-Votes may also result in certain cases in which the Agent’s recommendation has been deemed to be conflicted, as described in V.B. above and V.B.4. below.

3. Out-of-Guidelines Votes: Votes Contrary to Procedures and Guidelines, or Agent Recommendation, where applicable, Where No Recommendation is Provided by Agent, or Where Agent’s Recommendation is Conflicted

If the Proxy Group recommends that a Fund vote contrary to the Procedures and Guidelines, or the recommendation of the Agent, where applicable, if the Agent has made no recommendation on a matter requiring case-by-case consideration and the Procedures and Guidelines are silent, or the Agent’s recommendation on a matter requiring case-by-case consideration is deemed to be conflicted as provided for under the Adviser Procedures, the Proxy Coordinator will then request that all members of the Proxy Group, including any members not in attendance at the meeting at which the relevant proxy is being considered, and each Investment Professional participating in the voting process complete a Conflicts Report (as such term is defined for purposes of the Adviser Procedures). As provided for in the Adviser Procedures, the Proxy Coordinator shall be responsible for identifying to Counsel potential conflicts of interest with respect to the Agent.

If Counsel determines that a conflict of interest appears to exist with respect to the Agent, any member of the Proxy Group or the participating Investment Professional(s), the Proxy Coordinator will then contact the Compliance Committee(s) and forward to such Committee(s) all information relevant to their review, including the following materials or a summary thereof: the applicable Procedures and Guidelines, the recommendation of the Agent, where applicable, the recommendation of the Investment Professional(s), where applicable, any resources used by the Proxy Group in arriving at its recommendation, the Conflicts Report and any other written materials establishing whether a conflict of interest exists, and findings of Counsel (as such term is defined for purposes of the Adviser Procedures). Upon Counsel’s finding that a conflict of interest exists with respect to one or more members of the Proxy Group or the Advisers generally, the remaining members of the Proxy Group shall not be required to complete a Conflicts Report in connection with the proxy.

If Counsel determines that there does not appear to be a conflict of interest with respect to the Agent, any member of the Proxy Group or the participating Investment Professional(s), the Proxy Coordinator will instruct the Agent to vote the proxy as recommended by the Proxy Group.

4. Referrals to a Fund’s Compliance Committee

A Fund’s Compliance Committee may consider all recommendations, analysis, research and Conflicts Reports provided to it by the Agent, Proxy Group and/or Investment Professional(s), and any other written materials used to establish whether a conflict of interest exists, in determining how to vote the proxies referred to the Committee. The Committee will instruct the Agent through the Proxy Coordinator how to vote such referred proposals.

The Proxy Coordinator shall use best efforts to timely refer matters to a Fund’s Committee for its consideration. In the event any such matter cannot be timely referred to or considered by the Committee, it shall be the policy of the Funds to vote in accordance with the Agent’s

A-4

recommendation, unless the Agent’s recommendation is conflicted on a matter requiring case-by-case consideration, in which case no action shall be taken on such matter (i.e., a “Non-Vote”).

The Proxy Coordinator will maintain a record of all proxy questions that have been referred to a Fund’s Committee, all applicable recommendations, analysis, research and Conflicts Reports.

VI. CONFLICTS OF INTEREST

In all cases in which a vote has not been clearly determined in advance by the Procedures and Guidelines or for which the Proxy Group recommends an Out-of-Guidelines Vote, and Counsel has determined that a conflict of interest appears to exist with respect to the Agent, any member of the Proxy Group, or any Investment Professional participating in the voting process, the proposal shall be referred to the Fund’s Committee for determination so that the Adviser shall have no opportunity to vote a Fund’s proxy in a situation in which it or the Agent may be deemed to have a conflict of interest. In the event a member of a Fund’s Committee believes he/she has a conflict of interest that would preclude him/her from making a voting determination in the best interests of the beneficial owners of the applicable Fund, such Committee member shall so advise the Proxy Coordinator and recuse himself/herself with respect to determinations regarding the relevant proxy.

VII. REPORTING AND RECORD RETENTION

Annually in August, each Fund will post its proxy voting record or a link thereto, for the prior one-year period ending on June 30^th on the ING Funds website. No proxy voting record will be posted on the ING Funds website for any Fund that is a feeder in a master/feeder structure; however, a cross-reference to that of the master fund’s proxy voting record as filed in the SEC’s EDGAR database will be posted on the ING Funds website. The proxy voting record for each Fund will also be available in the EDGAR database on the SEC’s website.

A-5

EXHIBIT 1

to the

ING Funds

Proxy Voting Procedures

ING ASIA PACIFIC HIGH DIVIDEND EQUITY INCOME FUND

ING EQUITY TRUST

ING FUNDS TRUST

ING GLOBAL ADVANTAGE AND PREMIUM OPPORTUNITY FUND

ING GLOBAL EQUITY DIVIDEND AND PREMIUM OPPORTUNITY FUND

ING INTERNATIONAL HIGH DIVIDEND EQUITY INCOME FUND

ING INVESTMENT FUNDS, INC.

ING INVESTORS TRUST¹

ING MAYFLOWER TRUST

ING MUTUAL FUNDS

ING PARTNERS, INC.

ING PRIME RATE TRUST

ING RISK MANAGED NATURAL RESOURCES FUND

ING SENIOR INCOME FUND

ING SEPARATE PORTFOLIOS TRUST

ING VARIABLE INSURANCE TRUST

ING VARIABLE PRODUCTS TRUST

ING VP NATURAL RESOURCES TRUST

¹ Sub-Adviser-Voted Series: ING Franklin Mutual Shares Portfolio

A-6

EXHIBIT 2

to the

ING Funds

Proxy Voting Procedures

ING INVESTMENTS, LLC,

ING INVESTMENT MANAGEMENT CO.

AND

DIRECTED SERVICES, LLC

PROXY VOTING PROCEDURES

I. INTRODUCTION

ING Investments, LLC, ING Investment Management Co. and Directed Services, LLC (each an “Adviser” and collectively, the “Advisers”) are the investment advisers for the registered investment companies and each series or portfolio thereof (each a “Fund” and collectively, the “Funds”) comprising the ING family of funds. As such, the Advisers have been delegated the authority to vote proxies with respect to securities for certain Funds over which they have day-to-day portfolio management responsibility.

The Advisers will abide by the proxy voting guidelines adopted by a Fund’s respective Board of Directors or Trustees (each a “Board” and collectively, the “Boards”) with regard to the voting of proxies unless otherwise provided in the proxy voting procedures adopted by a Fund’s Board.

In voting proxies, the Advisers are guided by general fiduciary principles. Each must act prudently, solely in the interest of the beneficial owners of the Funds it manages. The Advisers will not subordinate the interest of beneficial owners to unrelated objectives. Each Adviser will vote proxies in the manner that it believes will do the most to maximize shareholder value.

The following are the Proxy Voting Procedures of ING Investments, LLC, ING Investment Management Co. and Directed Services, LLC (the “Adviser Procedures”) with respect to the voting of proxies on behalf of their client Funds as approved by the respective Board of each Fund.

Unless otherwise noted, best efforts shall be used to vote proxies in all instances.

II. ROLES AND RESPONSIBILITIES

A. Proxy Coordinator

The Proxy Coordinator identified in Appendix 1 will assist in the coordination of the voting of each Fund’s proxies in accordance with the ING Funds Proxy Voting Procedures and Guidelines (the “Procedures” or “Guidelines” and collectively the “Procedures and Guidelines”). The Proxy Coordinator is authorized to direct the Agent to vote a Fund’s proxy in accordance with the Procedures and Guidelines unless the Proxy Coordinator receives a recommendation from an Investment Professional (as described below) to vote contrary to the Procedures and Guidelines. In such event, and in connection with proxy proposals requiring case-by-case consideration (except in cases in which the Proxy Group has previously provided the Proxy Coordinator with standing instructions to vote in accordance with the Agent’s recommendation), the Proxy Coordinator will call a meeting of the Proxy Group (as described below).

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Responsibilities assigned herein to the Proxy Coordinator, or activities in support thereof, may be performed by such members of the Proxy Group or employees of the Advisers’ affiliates as are deemed appropriate by the Proxy Group.

Unless specified otherwise, information provided to the Proxy Coordinator in connection with duties of the parties described herein shall be deemed delivered to the Advisers.

B. Agent

An independent proxy voting service (the “Agent”), as approved by the Board of each Fund, shall be engaged to assist in the voting of Fund proxies for publicly traded securities through the provision of vote analysis, implementation, recordkeeping and disclosure services. The Agent is Institutional Shareholder Services, Inc. The Agent is responsible for coordinating with the Funds’ custodians to ensure that all proxy materials received by the custodians relating to the portfolio securities are processed in a timely fashion. To the extent applicable, the Agent is required to vote and/or refer all proxies in accordance with these Adviser Procedures. The Agent will retain a record of all proxy votes handled by the Agent. Such record must reflect all the information required to be disclosed in a Fund’s Form N-PX pursuant to Rule 30b1-4 under the Investment Company Act. In addition, the Agent is responsible for maintaining copies of all proxy statements received by issuers and to promptly provide such materials to the Adviser upon request.

The Agent shall be instructed to vote all proxies in accordance with a Fund’s Guidelines, except as otherwise instructed through the Proxy Coordinator by the Adviser’s Proxy Group or a Fund’s Compliance Committee (“Committee”).

The Agent shall be instructed to obtain all proxies from the Funds’ custodians and to review each proxy proposal against the Guidelines. The Agent also shall be requested to call the Proxy Coordinator’s attention to specific proxy proposals that although governed by the Guidelines appear to involve unusual or controversial issues.

Subject to the oversight of the Advisers, the Agent shall establish and maintain adequate internal controls and policies in connection with the provision of proxy voting services voting to the Advisers, including methods to reasonably ensure that its analysis and recommendations are not influenced by conflict of interest, and shall disclose such controls and policies to the Advisers when and as provided for herein. Unless otherwise specified, references herein to recommendations of the Agent shall refer to those in which no conflict of interest has been identified.

C. Proxy Group

The Adviser shall establish a Proxy Group (the “Group” or “Proxy Group”) which shall assist in the review of the Agent’s recommendations when a proxy voting issue is referred to the Group through the Proxy Coordinator. The members of the Proxy Group, which may include employees of the Advisers’ affiliates, are identified in Appendix 1, as may be amended from time at the Advisers’ discretion.

A minimum of four (4) members of the Proxy Group (or three (3) if one member of the quorum is either the Fund’s Chief Investment Risk Officer or Chief Financial Officer) shall constitute a quorum for purposes of taking action at any meeting of the Group. The vote of a simple majority of the members present and voting shall determine any matter submitted to a vote. Tie votes shall be broken by securing the vote of members not present at the meeting; provided, however, that the Proxy Coordinator shall ensure compliance with all applicable voting and conflict of interest procedures and shall use best efforts to secure votes from all or as many absent members as may reasonably be accomplished. The Proxy Group may meet in person or by telephone. The Proxy Group also may take action via electronic mail in lieu of a meeting, provided that each Group member has received a copy of any relevant electronic mail transmissions circulated by each other participating Group member prior to voting and provided that the Proxy Coordinator follows the directions of a majority of a

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quorum (as defined above) responding via electronic mail. For all votes taken in person or by telephone or teleconference, the vote shall be taken outside the presence of any person other than the members of the Proxy Group and such other persons whose attendance may be deemed appropriate by the Proxy Group from time to time in furtherance of its duties or the day-to-day administration of the Funds. In its discretion, the Proxy Group may provide the Proxy Coordinator with standing instructions to perform responsibilities assigned herein to the Proxy Group, or activities in support thereof, on its behalf, provided that such instructions do not contravene any requirements of these Adviser Procedures or a Fund’s Procedures and Guidelines.

A meeting of the Proxy Group will be held whenever (1) the Proxy Coordinator receives a recommendation from an Investment Professional to vote a Fund’s proxy contrary to the Procedures and Guidelines, or the recommendation of the Agent, where applicable, (2) the Agent has made no recommendation with respect to a vote on a proposal, or (3) a matter requires case-by-case consideration, including those in which the Agent’s recommendation is deemed to be conflicted as provided for under these Adviser Procedures, provided that, if the Proxy Group has previously provided the Proxy Coordinator with standing instructions to vote in accordance with the Agent’s recommendation and no issue of conflict must be considered, the Proxy Coordinator may implement the instructions without calling a meeting of the Proxy Group.

For each proposal referred to the Proxy Group, it will review (1) the relevant Procedures and Guidelines, (2) the recommendation of the Agent, if any, (3) the recommendation of the Investment Professional(s), if any, and (4) any other resources that any member of the Proxy Group deems appropriate to aid in a determination of a recommendation.

If the Proxy Group recommends that a Fund vote in accordance with the Procedures and Guidelines, or the recommendation of the Agent, where applicable, it shall instruct the Proxy Coordinator to so advise the Agent.

If the Proxy Group recommends that a Fund vote contrary to the Procedures and Guidelines, or the recommendation of the Agent, where applicable, or if the Agent’s recommendation on a matter requiring case-by-case consideration is deemed to be conflicted, it shall follow the procedures for such voting as established by a Fund’s Board.

The Proxy Coordinator shall use best efforts to convene the Proxy Group with respect to all matters requiring its consideration. In the event quorum requirements cannot be timely met in connection with to a voting deadline, the Proxy Coordinator shall follow the procedures for such voting as established by a Fund’s Board.

D. Investment Professionals

The Funds’ Advisers, sub-advisers and/or portfolio managers (each referred to herein as an “Investment Professional” and collectively, “Investment Professionals”) may submit, or be asked to submit, a recommendation to the Proxy Group regarding the voting of proxies related to the portfolio securities over which they have day-to-day portfolio management responsibility. The Investment Professionals may accompany their recommendation with any other research materials that they deem appropriate or with a request that lending activity with respect to the relevant security be reviewed, such requests to be timely considered by the Proxy Group.

III. VOTING PROCEDURES

A. In all cases, the Adviser shall follow the voting procedures as set forth in the Procedures and Guidelines of the Fund on whose behalf the Adviser is exercising delegated authority to vote.

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B. Routine Matters

The Agent shall be instructed to submit a vote in accordance with the Guidelines where such Guidelines provide a clear “For”, “Against,” “Withhold” or “Abstain” on a proposal. However, the Agent shall be directed to refer any proxy proposal to the Proxy Coordinator for instructions as if it were a matter requiring case-by-case consideration under circumstances where the application of the Guidelines is unclear, it appears to involve unusual or controversial issues, or an Investment Professional recommends a vote contrary to the Guidelines.

C. Matters Requiring Case-by-Case Consideration

The Agent shall be directed to refer proxy proposals accompanied by its written analysis and voting recommendation to the Proxy Coordinator where the Guidelines have noted “case-by-case” consideration.

Upon receipt of a referral from the Agent, the Proxy Coordinator may solicit additional research from the Agent, Investment Professional(s), as well as from any other source or service.

Except in cases in which the Proxy Group has previously provided the Proxy Coordinator with standing instructions to vote in accordance with the Agent’s recommendation, the Proxy Coordinator will forward the Agent’s analysis and recommendation and/or any research obtained from the Investment Professional(s), the Agent or any other source to the Proxy Group. The Proxy Group may consult with the Agent and/or Investment Professional(s), as it deems necessary.

1. Within-Guidelines Votes: Votes in Accordance with a Fund’s Guidelines and/or, where applicable, Agent Recommendation

In the event the Proxy Group, and where applicable, any Investment Professional participating in the voting process, recommend a vote Within Guidelines, the Proxy Group will instruct the Agent, through the Proxy Coordinator, to vote in this manner. Except as provided for herein, no Conflicts Report (as such term is defined herein) is required in connection with Within-Guidelines Votes.

2. Non-Votes: Votes in Which No Action is Taken

The Proxy Group may recommend that a Fund refrain from voting under the following circumstances: (1) if the economic effect on shareholders’ interests or the value of the portfolio holding is indeterminable or insignificant, e.g., proxies in connection with securities no longer held in the portfolio of an ING Fund or proxies being considered on behalf of a Fund that is no longer in existence; or (2) if the cost of voting a proxy outweighs the benefits, e.g., certain international proxies, particularly in cases in which share blocking practices may impose trading restrictions on the relevant portfolio security. In such instances, the Proxy Group may instruct the Agent, through the Proxy Coordinator, not to vote such proxy. The Proxy Group may provide the Proxy Coordinator with standing instructions on parameters that would dictate a Non-Vote without the Proxy Group’s review of a specific proxy. It is noted a Non-Vote determination would generally not be made in connection with voting rights received pursuant to class action participation; while a Fund may no longer hold the security, a continuing economic effect on shareholders’ interests is likely.

Reasonable efforts shall be made to secure and vote all other proxies for the Funds, but, particularly in markets in which shareholders’ rights are limited, Non-Votes may also occur in connection with a Fund’s related inability to timely access ballots or other proxy information in connection with its portfolio securities.

Non-Votes may also result in certain cases in which the Agent’s recommendation has been deemed to be conflicted, as provided for in the Funds’ Procedures.

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3. Out-of-Guidelines Votes: Votes Contrary to Procedures and Guidelines, or Agent Recommendation, where applicable, Where No Recommendation is Provided by Agent, or Where Agent’s Recommendation is Conflicted

If the Proxy Group recommends that a Fund vote contrary to the Procedures and Guidelines, or the recommendation of the Agent, where applicable, if the Agent has made no recommendation on a matter requiring case-by-case consideration and the Procedures and Guidelines are silent, or the Agent’s recommendation on a matter requiring case-by-case consideration is deemed to be conflicted as provided for under these Adviser Procedures, the Proxy Coordinator will then implement the procedures for handling such votes as adopted by the Fund’s Board.

4. The Proxy Coordinator will maintain a record of all proxy questions that have been referred to a Fund’s Compliance Committee, all applicable recommendations, analysis, research and Conflicts Reports.

IV. ASSESSMENT OF THE AGENT AND CONFLICTS OF INTEREST

In furtherance of the Advisers’ fiduciary duty to the Funds and their beneficial owners, the Advisers shall establish the following:

A. Assessment of the Agent

The Advisers shall establish that the Agent (1) is independent from the Advisers, (2) has resources that indicate it can competently provide analysis of proxy issues and (3) can make recommendations in an impartial manner and in the best interests of the Funds and their beneficial owners. The Advisers shall utilize, and the Agent shall comply with, such methods for establishing the foregoing as the Advisers may deem reasonably appropriate and shall do not less than annually as well as prior to engaging the services of any new proxy service. The Agent shall also notify the Advisers in writing within fifteen (15) calendar days of any material change to information previously provided to an Adviser in connection with establishing the Agent’s independence, competence or impartiality.

Information provided in connection with assessment of the Agent shall be forwarded to a member of the mutual funds practice group of ING US Legal Services (“Counsel”) for review. Counsel shall review such information and advise the Proxy Coordinator as to whether a material concern exists and if so, determine the most appropriate course of action to eliminate such concern.

B. Conflicts of Interest

The Advisers shall establish and maintain procedures to identify and address conflicts that may arise from time to time concerning the Agent. Upon the Advisers’ request, which shall be not less than annually, and within fifteen (15) calendar days of any material change to such information previously provided to an Adviser, the Agent shall provide the Advisers with such information as the Advisers deem reasonable and appropriate for use in determining material relationships of the Agent that may pose a conflict of interest with respect to the Agent’s proxy analysis or recommendations. The Proxy Coordinator shall forward all such information to Counsel for review. Counsel shall review such information and provide the Proxy Coordinator with a brief statement regarding whether or not a material conflict of interest is present. Matters as to which a material conflict of interest is deemed to be present shall be handled as provided in the Fund’s Procedures and Guidelines.

In connection with their participation in the voting process for portfolio securities, each member of the Proxy Group, and each Investment Professional participating in the voting process, must act solely in the best interests of the beneficial owners of the applicable Fund. The members of the Proxy Group may not subordinate the interests of the Fund’s beneficial owners to unrelated objectives, including taking steps to reasonably insulate the voting process from any conflict of interest that may exist in connection with the Agent’s services or utilization thereof.

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For all matters for which the Proxy Group recommends an Out-of-Guidelines Vote, or for which a recommendation contrary to that of the Agent or the Guidelines has been received from an Investment Professional and is to be utilized, the Proxy Coordinator will implement the procedures for handling such votes as adopted by the Fund’s Board, including completion of such Conflicts Reports as may be required under the Fund’s Procedures. Completed Conflicts Reports shall be provided to the Proxy Coordinator within two (2) business days. Such Conflicts Report should describe any known conflicts of either a business or personal nature, and set forth any contacts with respect to the referral item with non-investment personnel in its organization or with outside parties (except for routine communications from proxy solicitors). The Conflicts Report should also include written confirmation that any recommendation from an Investment Professional provided in connection with an Out-of-Guidelines Vote or under circumstances where a conflict of interest exists was made solely on the investment merits and without regard to any other consideration.

The Proxy Coordinator shall forward all Conflicts Reports to Counsel for review. Counsel shall review each report and provide the Proxy Coordinator with a brief statement regarding whether or not a material conflict of interest is present. Matters as to which a material conflict of interest is deemed to be present shall be handled as provided in the Fund’s Procedures and Guidelines.

V. REPORTING AND RECORD RETENTION

The Adviser shall maintain the records required by Rule 204-2(c)(2), as may be amended from time to time, including the following: (1) A copy of each proxy statement received regarding a Fund’s portfolio securities. Such proxy statements received from issuers are available either in the SEC’s EDGAR database or are kept by the Agent and are available upon request. (2) A record of each vote cast on behalf of a Fund. (3) A copy of any document created by the Adviser that was material to making a decision how to vote a proxy, or that memorializes the basis for that decision. (4) A copy of written requests for Fund proxy voting information and any written response thereto or to any oral request for information on how the Adviser voted proxies on behalf of a Fund. All proxy voting materials and supporting documentation will be retained for a minimum of six (6) years.

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APPENDIX 1

to the

Advisers’ Proxy Voting Procedures

Proxy Group for registered investment company clients of ING Investments, LLC, ING Investment Management Co. and Directed Services, LLC:

Name	Title or Affiliation
Stanley D. Vyner	Chief Investment Risk Officer and Executive Vice President, ING Investments, LLC
Todd Modic	Senior Vice President, ING Funds Services, LLC and ING Investments, LLC; and Chief Financial Officer of the ING Funds
Maria Anderson	Vice President of Fund Compliance, ING Funds Services, LLC
Karla J. Bos	Proxy Coordinator for the ING Funds and Assistant Vice President – Special Projects, ING Funds Services, LLC
Julius A. Drelick III, CFA	Vice President, Platform Product Management and Project Management, ING Funds Services, LLC
Theresa K. Kelety, Esq.	Counsel, ING Americas US Legal Services
Steve Wastek, Esq.	Counsel, ING Americas US Legal Services

Effective as of May 1, 2007

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EXHIBIT 3

to the

ING Funds

Proxy Voting Procedures

PROXY VOTING GUIDELINES OF THE ING FUNDS

I. INTRODUCTION

The following is a statement of the Proxy Voting Guidelines (“Guidelines”) that have been adopted by the respective Boards of Directors or Trustees of each Fund. Unless otherwise provided for herein, any defined term used herein shall have the meaning assigned to it in the Funds’ and Advisers’ Proxy Voting Procedures (the “Procedures”).

Proxies must be voted in the best interest of the Fund(s). The Guidelines summarize the Funds’ positions on various issues of concern to investors, and give a general indication of how Fund portfolio securities will be voted on proposals dealing with particular issues. The Guidelines are not exhaustive and do not include all potential voting issues.

The Advisers, in exercising their delegated authority, will abide by the Guidelines as outlined below with regard to the voting of proxies except as otherwise provided in the Procedures. In voting proxies, the Advisers are guided by general fiduciary principles. Each must act prudently, solely in the interest of the beneficial owners of the Funds it manages. The Advisers will not subordinate the interest of beneficial owners to unrelated objectives. Each Adviser will vote proxies in the manner that it believes will do the most to maximize shareholder value.

II. GUIDELINES

The following Guidelines are grouped according to the types of proposals generally presented to shareholders of U.S. issuers: Board of Directors, Proxy Contests, Auditors, Proxy Contest Defenses, Tender Offer Defenses, Miscellaneous, Capital Structure, Executive and Director Compensation, State of Incorporation, Mergers and Corporate Restructurings, Mutual Fund Proxies and Social and Environmental Issues. An additional section addresses proposals most frequently found in global proxies.

General Policies

These Guidelines apply to securities of publicly traded companies and to those of privately held companies if publicly available disclosure permits such application. All matters for which such disclosure is not available shall be considered CASE-BY-CASE.

It shall generally be the policy of the Funds to take no action on a proxy for which no Fund holds a position or otherwise maintains an economic interest in the relevant security at the time the vote is to be cast.

In all cases receiving CASE-BY-CASE consideration, including cases not specifically provided for under these Guidelines, unless otherwise provided for under these Guidelines, it shall generally be the policy of the Funds to vote in accordance with the recommendation provided by the Funds’ Agent, Institutional Shareholder Services, Inc.

Unless otherwise provided for herein, it shall generally be the policy of the Funds to vote in accordance with the Agent’s recommendation in cases in which such recommendation aligns with the recommendation of the relevant issuer’s management. However, this policy shall not apply to CASE-BY-CASE proposals for which a

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contrary recommendation from the Investment Professional for the relevant Fund has been received and is to be utilized, provided that incorporation of any such recommendation shall be subject to the conflict of interest review process required under the Procedures.

Recommendations from the Investment Professionals, while not required under the Procedures, are likely to be considered with respect to proxies for private equity securities and/or proposals related to merger transactions/corporate restructurings, proxy contests related to takeover bids/contested business combinations, or unusual or controversial issues. Such input shall be given primary consideration with respect to CASE-BY-CASE proposals being considered on behalf of the relevant Fund.

Except as otherwise provided for herein, it shall generally be the policy of the Funds not to support proposals that would impose a negative impact on existing rights of the Funds to the extent that any positive impact would not be deemed sufficient to outweigh removal or diminution of such rights.

The foregoing policies may be overridden in any case as provided for in the Procedures. Similarly, the Procedures provide that proposals whose Guidelines prescribe a firm voting position may instead be considered on a CASE-BY-CASE basis in cases in which unusual or controversial circumstances so dictate.

Interpretation and application of these Guidelines is not intended to supersede any law, regulation, binding agreement or other legal requirement to which an issuer may be or become subject. No proposal shall be supported whose implementation would contravene such requirements.

1. The Board of Directors

Voting on Director Nominees in Uncontested Elections

Unless otherwise provided for herein, the Agent’s standards with respect to determining director independence shall apply. These standards generally provide that, to be considered completely independent, a director shall have no material connection to the company other than the board seat.

Agreement with the Agent’s independence standards shall not dictate that a Fund’s vote shall be cast according to the Agent’s corresponding recommendation. Votes on director nominees not subject to specific policies described herein should be made on a CASE-BY-CASE basis.

Where applicable and except as otherwise provided for herein, it shall be the policy of the Funds to lodge disagreement with an issuer’s policies or practices by withholding support from a proposal for the relevant policy or practice rather than the director nominee(s) to which the Agent assigns a correlation.

If application of the policies described herein would result in withholding votes from the majority of independent outside directors sitting on a board, or removal of such directors is likely to negatively impact majority board independence, primary consideration shall be given to retention of such independent outside director nominees unless the concerns identified are of such grave nature as to merit removal of the independent directors.

Where applicable and except as otherwise provided for herein, generally DO NOT WITHHOLD votes (or DO NOT VOTE AGAINST, pursuant to the applicable election standard) in connection with issues raised by the Agent if the nominee did not serve on the board or relevant committee during the majority of the time period relevant to the concerns cited by the Agent.

WITHHOLD votes from a nominee who, during both of the most recent two years, attended less than 75 percent of the board and committee meetings without a valid reason for the absences. DO NOT WITHHOLD votes in connection with attendance issues for nominees who have served on the board for less than the two most recent years.

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WITHHOLD votes from a nominee in connection with poison pill or anti-takeover considerations (e.g., furtherance of measures serving to disenfranchise shareholders or failure to remove restrictive pill features or ensure pill expiration or submission to shareholders for vote) in cases for which culpability for implementation or renewal of the pill in such form can be specifically attributed to the nominee.

Provided that a nominee served on the board during the relevant time period, WITHHOLD votes from a nominee who has failed to implement a shareholder proposal that was approved by (1) a majority of the issuer’s shares outstanding (most recent annual meeting) or (2) a majority of the votes cast for two consecutive years. However, in the case of shareholder proposals seeking shareholder ratification of a poison pill, generally DO NOT WITHHOLD votes from a nominee in such cases if the company has already implemented a policy that should reasonably prevent abusive use of the pill.

If a nominee has not acted upon WITHHOLD votes representing a majority of the votes cast at the previous annual meeting, consider such nominee on a CASE-BY-CASE basis. Generally, vote FOR nominees when (1) the issue relevant to the majority WITHHOLD has been adequately addressed or cured or (2) the Funds’ Guidelines or voting record do not support the relevant issue.

WITHHOLD votes from inside directors or affiliated outside directors who sit on the audit committee.

DO NOT WITHHOLD votes from inside directors or affiliated outside directors who sit on the nominating or compensation committee, provided that such committee meets the applicable independence requirements of the relevant listing exchange.

DO NOT WITHHOLD votes from inside directors or affiliated outside directors if the full board serves as the compensation or nominating committee OR has not created one or both committees, provided that the issuer is in compliance with all provisions of the listing exchange in connection with performance of relevant functions (e.g., performance of relevant functions by a majority of independent directors in lieu of the formation of a separate committee).

In cases in which the Agent has identified a “pay for performance” disconnect, as defined by the Agent, generally DO NOT WITHHOLD support from director nominees. If the Agent has raised other considerations regarding “poor compensation practices,” consider nominees on a CASE-BY-CASE basis. However, where applicable and except as otherwise provided for herein, generally DO NOT WITHHOLD votes from nominees who did not serve on the compensation committee, or board, as applicable, during the majority of the time period relevant to the concerns cited by the Agent.

Generally, vote FOR independent outside director nominees serving on the audit committee, but if total non-audit fees exceed the total of audit fees, audit-related fees and tax compliance and preparation fees, do vote AGAINST auditor ratification if concerns exist regarding such fees, e.g., that remuneration for the non-audit work is so lucrative as to taint the auditor’s independence or is excessive in connection with the level and type of services provided.

It shall generally be the policy of the Funds that a board should be majority independent and therefore to consider inside director or affiliated outside director nominees in cases in which the full board is not majority independent on a CASE-BY-CASE basis. Generally:

(1) WITHHOLD votes from the fewest directors whose removal would achieve majority independence across the remaining board.

(2) WITHHOLD votes from all non-independent nominees, including the founder, chairman or CEO, if the number required to achieve majority independence is equal to or greater than the number of non-independent nominees.

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(3) Except as provided above, vote FOR non-independent nominees in the role of CEO, and when appropriate, founder or chairman, and determine support for other non-independent nominees based on the qualifications and contributions of the nominee as well as the Funds’ voting precedent for assessing relative independence to management, e.g., insiders holding senior executive positions are deemed less independent than affiliated outsiders with a transactional or advisory relationship to the company, and affiliated outsiders with a material transactional or advisory relationship are deemed less independent than those with lesser relationships.

(4) Non-voting directors (e.g., director emeritus or advisory director) shall be excluded from calculations with respect to majority board independence.

(5) When conditions contributing to a lack of majority independence remain substantially similar to those in the previous year, it shall generally be the policy of the Funds to vote on nominees in a manner consistent with votes cast by the Fund(s) in the previous year.

Generally vote FOR nominees without regard to “over-boarding” issues raised by the Agent unless other concerns requiring CASE-BY-CASE consideration have been raised.

Generally, WITHHOLD support from nominees when the Agent so recommends due to assessment that they acted in bad faith or against shareholder interests in connection with a major transaction, such as a merger or acquisition.

Performance Test for Directors

Consider nominees failing the Agent’s performance test, which includes market-based and operating performance measures, on a CASE-BY-CASE basis. Input from the Investment Professional(s) for a given Fund shall be given primary consideration with respect to such proposals.

Proposals Regarding Board Composition or Board Service

Generally, vote AGAINST shareholder proposals to impose new board structures or policies, including those requiring that the positions of chairman and CEO be held separately, except consider such proposals on a CASE-BY-CASE basis if the board is not majority independent or pervasive corporate governance concerns have been identified. Generally, except as otherwise provided for herein, vote FOR management proposals to adopt or amend board structures or policies, except consider such proposals on a CASE-BY-CASE basis if the board is not majority independent, pervasive corporate governance concerns have been identified, or the proposal may result in a material reduction in shareholders’ rights.

Generally, vote AGAINST shareholder proposals asking that more than a simple majority of directors be independent.

Generally, vote AGAINST shareholder proposals asking that board compensation and/or nominating committees be composed exclusively of independent directors.

Generally, vote AGAINST shareholder proposals to limit the number of public company boards on which a director may serve.

Generally, vote AGAINST shareholder proposals that seek to redefine director independence or directors’ specific roles (e.g., responsibilities of the lead director).

Generally, vote AGAINST shareholder proposals requesting creation of additional board committees or offices, except as otherwise provided for herein.

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Generally, vote FOR shareholder proposals that seek creation of an audit, compensation or nominating committee of the board, unless the committee in question is already in existence or the issuer has availed itself of an applicable exemption of the listing exchange (e.g., performance of relevant functions by a majority of independent directors in lieu of the formation of a separate committee).

Generally, vote AGAINST shareholder proposals to limit the tenure of outside directors.

Generally, vote AGAINST shareholder proposals to impose a mandatory retirement age for outside directors unless the proposal seeks to relax existing standards, but generally DO NOT VOTE AGAINST management proposals seeking to establish a retirement age for directors.

Stock Ownership Requirements

Generally, vote AGAINST shareholder proposals requiring directors to own a minimum amount of company stock in order to qualify as a director or to remain on the board.

Director and Officer Indemnification and Liability Protection

Proposals on director and officer indemnification and liability protection should be evaluated on a CASE-BY-CASE basis, using Delaware law as the standard. Vote AGAINST proposals to limit or eliminate entirely directors’ and officers’ liability for monetary damages for violating the duty of care. Vote AGAINST indemnification proposals that would expand coverage beyond just legal expenses to acts, such as negligence, that are more serious violations of fiduciary obligation than mere carelessness. Vote FOR only those proposals providing such expanded coverage in cases when a director’s or officer’s legal defense was unsuccessful if:

(1) The director was found to have acted in good faith and in a manner that he reasonably believed was in the best interests of the company, and

(2) Only if the director’s legal expenses would be covered.

2. Proxy Contests

These proposals should generally be analyzed on a CASE-BY-CASE basis. Input from the Investment Professional(s) for a given Fund shall be given primary consideration with respect to proposals in connection with proxy contests related to takeover bids or other contested business combinations being considered on behalf of that Fund.

Voting for Director Nominees in Contested Elections

Votes in a contested election of directors must be evaluated on a CASE-BY-CASE basis.

Reimburse Proxy Solicitation Expenses

Voting to reimburse proxy solicitation expenses should be analyzed on a CASE-BY-CASE basis.

3. Auditors

Ratifying Auditors

Generally, except in cases of high non-audit fees, vote FOR management proposals to ratify auditors. If total non-audit fees exceed the total of audit fees, audit-related fees and tax compliance and preparation fees, consider on a CASE-BY-CASE basis, voting AGAINST management proposals to ratify auditors in cases in which concerns exist that remuneration for the non-audit work is so lucrative as to taint the auditor’s independence. If such concerns

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exist or an issuer has a history of questionable accounting practices, also vote FOR shareholder proposals asking the issuer to present its auditor annually for ratification, but in other cases generally vote AGAINST.

Auditor Independence

Generally, vote AGAINST shareholder proposals asking companies to prohibit their auditors from engaging in non-audit services (or capping the level of non-audit services).

Audit Firm Rotation:

Generally, vote AGAINST shareholder proposals asking for mandatory audit firm rotation.

4. Proxy Contest Defenses

Board Structure: Staggered vs. Annual Elections

Generally, vote AGAINST proposals to classify the board.

Generally, vote FOR proposals to repeal classified boards and to elect all directors annually.

Shareholder Ability to Remove Directors

Generally, vote AGAINST proposals that provide that directors may be removed only for cause.

Generally, vote FOR proposals to restore shareholder ability to remove directors with or without cause.

Generally, vote AGAINST proposals that provide that only continuing directors may elect replacements to fill board vacancies.

Generally, vote FOR proposals that permit shareholders to elect directors to fill board vacancies.

Cumulative Voting

Unless the company maintains a classified board of directors, generally, vote FOR management proposals to eliminate cumulative voting.

In cases in which the company maintains a classified board of directors, generally vote FOR shareholder proposals to restore or permit cumulative voting.

Time-Phased Voting

Generally, vote AGAINST proposals to implement, and FOR proposals to eliminate, time-phased or other forms of voting that do not promote a one share, one vote standard.

Shareholder Ability to Call Special Meetings

Generally, vote AGAINST proposals to restrict or prohibit shareholder ability to call special meetings.

Generally, vote FOR proposals that remove restrictions on the right of shareholders to act independently of management.

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Shareholder Ability to Act by Written Consent

Generally, vote AGAINST proposals to restrict or prohibit shareholder ability to take action by written consent.

Generally, vote FOR proposals to allow or make easier shareholder action by written consent.

Shareholder Ability to Alter the Size of the Board

Review on a CASE-BY-CASE basis proposals that seek to fix the size of the board.

Review on a CASE-BY-CASE basis proposals that give management the ability to alter the size of the board without shareholder approval.

5. Tender Offer Defenses

Poison Pills

Generally, vote FOR shareholder proposals that ask a company to submit its poison pill for shareholder ratification, or to redeem its pill in lieu thereof, unless (1) shareholders have approved adoption of the plan, (2) a policy has already been implemented by the company that should reasonably prevent abusive use of the pill, or (3) the board had determined that it was in the best interest of shareholders to adopt a pill without delay, provided that such plan would be put to shareholder vote within twelve months of adoption or expire, and if not approved by a majority of the votes cast, would immediately terminate.

Review on a CASE-BY-CASE basis shareholder proposals to redeem a company’s poison pill.

Review on a CASE-BY-CASE basis management proposals to approve or ratify a poison pill or any plan that can reasonably be construed as an anti-takeover measure, with voting decisions generally based on the Agent’s approach to evaluating such proposals, considering factors such as rationale, trigger level and sunset provisions. Votes will generally be cast in a manner that seeks to preserve shareholder value and the right to consider a valid offer, voting AGAINST management proposals in connection with poison pills or anti-takeover activities that do not meet the Agent’s standards.

Fair Price Provisions

Vote proposals to adopt fair price provisions on a CASE-BY-CASE basis.

Generally, vote AGAINST fair price provisions with shareholder vote requirements greater than a majority of disinterested shares.

Greenmail

Generally, vote FOR proposals to adopt antigreenmail charter or bylaw amendments or otherwise restrict a company’s ability to make greenmail payments.

Review on a CASE-BY-CASE basis antigreenmail proposals when they are bundled with other charter or bylaw amendments.

Pale Greenmail

Review on a CASE-BY-CASE basis restructuring plans that involve the payment of pale greenmail.

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Unequal Voting Rights

Generally, vote AGAINST dual-class exchange offers.

Generally, vote AGAINST dual-class recapitalizations.

Supermajority Shareholder Vote Requirement to Amend the Charter or Bylaws

Generally, vote AGAINST management proposals to require a supermajority shareholder vote to approve charter and bylaw amendments or other key proposals.

Generally, vote FOR shareholder proposals to lower supermajority shareholder vote requirements for charter and bylaw amendments, unless the proposal also asks the issuer to mount a solicitation campaign or similar form of comprehensive commitment to obtain passage of the proposal.

Supermajority Shareholder Vote Requirement to Approve Mergers

Generally, vote AGAINST management proposals to require a supermajority shareholder vote to approve mergers and other significant business combinations.

Generally, vote FOR shareholder proposals to lower supermajority shareholder vote requirements for mergers and other significant business combinations.

White Squire Placements

Generally, vote FOR shareholder proposals to require approval of blank check preferred stock issues for other than general corporate purposes.

Amendments to Corporate Documents

Unless support is recommended by the Agent or Investment Professional (including, for example, as a condition to a major transaction such as a merger), generally, vote AGAINST proposals seeking to remove shareholder approval requirements or otherwise remove or diminish shareholder rights, e.g., by (1) adding restrictive provisions, (2) removing provisions or moving them to portions of the charter not requiring shareholder approval or (3) in corporate structures such as holding companies, removing provisions in an active subsidiary’s charter that provide voting rights to parent company shareholders. This policy would also generally apply to proposals seeking approval of corporate agreements or amendments to such agreements that the Agent recommends AGAINST because a similar reduction in shareholder rights is requested.

Generally, vote AGAINST proposals for charter amendments that may support board entrenchment or may be used as an anti-takeover device, particularly if the proposal is bundled or the board is classified.

Generally, vote FOR proposals seeking charter or bylaw amendments to remove anti-takeover provisions.

6. Miscellaneous

Confidential Voting

Generally, vote FOR shareholder proposals that request companies to adopt confidential voting, use independent tabulators, and use independent inspectors of election as long as the proposals include clauses for proxy contests as follows:

• In the case of a contested election, management should be permitted to request that the dissident group honor its confidential voting policy.

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• If the dissidents agree, the policy remains in place.

• If the dissidents do not agree, the confidential voting policy is waived.

Generally, vote FOR management proposals to adopt confidential voting.

Open Access

Consider on a CASE-BY-CASE basis shareholder proposals seeking open access to management’s proxy material in order to nominate their own candidates to the board.

Majority Voting Standard

Generally, vote FOR management proposals but AGAINST shareholder proposals, unless also supported by management, seeking election of directors by the affirmative vote of the majority of votes cast in connection with a meeting of shareholders, including amendments to corporate documents or other actions in furtherance of such standard, and provided such standard when supported does not conflict with state law in which the company is incorporated. For issuers with a history of board malfeasance or pervasive corporate governance concerns, consider such proposals on a CASE-BY-CASE basis.

Bundled Proposals

Except as otherwise provided for herein, review on a CASE-BY-CASE basis bundled or “conditioned” proxy proposals, generally voting AGAINST bundled proposals containing one or more items not supported under these Guidelines if the Agent or an Investment Professional deems the negative impact, on balance, to outweigh any positive impact.

Shareholder Advisory Committees

Review on a CASE-BY-CASE basis proposals to establish a shareholder advisory committee.

Reimburse Shareholder for Expenses Incurred

Voting to reimburse expenses incurred in connection with shareholder proposals should be analyzed on a CASE-BY-CASE basis, with voting decisions determined based on the Agent’s criteria, considering whether the related proposal received the requisite support for approval and was adopted for the benefit of the company and its shareholders.

Other Business

In connection with proxies of U.S. issuers, generally vote FOR management proposals for Other Business, except in connection with a proxy contest in which a Fund is not voting in support of management.

Quorum Requirements

Review on a CASE-BY-CASE basis proposals to lower quorum requirements for shareholder meetings below a majority of the shares outstanding.

Advance Notice for Shareholder Proposals

Generally, vote FOR management proposals related to advance notice period requirements, provided that the period requested is in accordance with applicable law and no material governance concerns have been identified in connection with the issuer.

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7. Capital Structure

Analyze on a CASE-BY-CASE basis.

Common Stock Authorization

Review proposals to increase the number of shares of common stock authorized for issue on a CASE-BY-CASE basis. Except where otherwise indicated, the Agent’s proprietary approach, utilizing quantitative criteria (e.g., dilution, peer group comparison, company performance and history) to determine appropriate thresholds and, for requests marginally above such allowable threshold, a qualitative review (e.g., rationale and prudent historical usage), will generally be utilized in evaluating such proposals.

• Generally vote FOR proposals to authorize capital increases within the Agent’s allowable thresholds or those in excess but meeting Agent’s qualitative standards, but consider on a CASE-BY-CASE basis those requests failing the Agent’s review for proposals in connection with which a contrary recommendation from the Investment Professional(s) has been received and is to be utilized (e.g., in support of a merger or acquisition proposal).

• Generally vote FOR proposals to authorize capital increases within the Agent’s allowable thresholds or those in excess but meeting Agent’s qualitative standards, unless the company states that the stock may be used as a takeover defense. In those cases, consider on a CASE-BY-CASE basis if a contrary recommendation from the Investment Professional(s) has been received and is to be utilized.

• Generally vote FOR proposals to authorize capital increases exceeding the Agent’s thresholds when a company’s shares are in danger of being delisted or if a company’s ability to continue to operate as a going concern is uncertain.

• Generally, vote AGAINST proposals to increase the number of authorized shares of a class of stock if the issuance which the increase is intended to service is not supported under these Guidelines.

Dual Class Capital Structures

Generally, vote AGAINST proposals to increase the number of authorized shares of the class of stock that has superior voting rights in companies that have dual class capital structures, but consider CASE-BY-CASE if bundled with favorable proposal(s) or if approval of such proposal(s) is a condition of such favorable proposal(s).

Generally, vote AGAINST management proposals to create or perpetuate dual class capital structures with unequal voting rights, and vote FOR shareholder proposals to eliminate them, in cases in which the relevant Fund owns the class with inferior voting rights, but generally vote FOR management proposals and AGAINST shareholder proposals in cases in which the relevant Fund owns the class with superior voting rights. Consider CASE-BY-CASE if bundled with favorable proposal(s) or if approval of such proposal(s) is a condition of such favorable proposal(s).

Consider management proposals to eliminate dual class capital structures CASE-BY-CASE, generally voting with the Agent’s recommendation unless a contrary recommendation has been received from the Investment Professional for the relevant Fund and is to be utilized.

Stock Distributions: Splits and Dividends

Generally, vote FOR management proposals to increase common share authorization for a stock split, provided that the increase in authorized shares falls within the Agent’s allowable thresholds, but consider on a CASE-BY-CASE basis those proposals exceeding the Agent’s threshold for proposals in connection with which a contrary recommendation from the Investment Professional(s) has been received and is to be utilized.

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Reverse Stock Splits

Consider on a CASE-BY-CASE basis management proposals to implement a reverse stock split. In the event the split constitutes a capital increase effectively exceeding the Agent’s allowable threshold because the request does not proportionately reduce the number of shares authorized, vote FOR the split if the Agent otherwise supports management’s rationale.

Preferred Stock

Generally, vote AGAINST proposals authorizing the issuance of preferred stock or creation of new classes of preferred stock with unspecified voting, conversion, dividend distribution, and other rights (“blank check” preferred stock), but vote FOR if the Agent or an Investment Professional so recommends because the issuance is required to effect a merger or acquisition proposal.

Generally, vote FOR proposals to issue or create blank check preferred stock in cases when the company expressly states that the stock will not be used as a takeover defense. Generally vote AGAINST in cases where the company expressly states that, or fails to disclose whether, the stock may be used as a takeover defense, but vote FOR if the Agent or an Investment Professional so recommends because the issuance is required to effect a merger or acquisition proposal.

Generally, vote FOR proposals to authorize or issue preferred stock in cases where the company specifies the voting, dividend, conversion, and other rights of such stock and the terms of the preferred stock appear reasonable.

Vote CASE-BY-CASE on proposals to increase the number of blank check preferred shares after analyzing the number of preferred shares available for issue given a company’s industry and performance in terms of shareholder returns.

Shareholder Proposals Regarding Blank Check Preferred Stock

Generally, vote FOR shareholder proposals to have blank check preferred stock placements, other than those shares issued for the purpose of raising capital or making acquisitions in the normal course of business, submitted for shareholder ratification.

Adjustments to Par Value of Common Stock

Generally, vote FOR management proposals to reduce the par value of common stock.

Preemptive Rights

Review on a CASE-BY-CASE basis shareholder proposals that seek preemptive rights or management proposals that seek to eliminate them. In evaluating proposals on preemptive rights, consider the size of a company and the characteristics of its shareholder base.

Debt Restructurings

Review on a CASE-BY-CASE basis proposals to increase common and/or preferred shares and to issue shares as part of a debt restructuring plan.

Share Repurchase Programs

Generally, vote FOR management proposals to institute open-market share repurchase plans in which all shareholders may participate on equal terms, but vote AGAINST plans with terms favoring selected, non-Fund parties.

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Generally, vote FOR management proposals to cancel repurchased shares.

Generally, vote AGAINST proposals for share repurchase methods lacking adequate risk mitigation as assessed by the Agent.

Tracking Stock

Votes on the creation of tracking stock are determined on a CASE-BY-CASE basis.

8. Executive and Director Compensation

Unless otherwise provided for herein, votes with respect to compensation and employee benefit plans should be determined on a CASE-BY-CASE basis, with voting decisions generally based on the Agent’s quantitative approach to evaluating such plans, which includes determination of costs and comparison to an allowable cap.

• Generally, vote in accordance with the Agent’s recommendations FOR equity-based plans with costs within such cap and AGAINST those with costs in excess of it, except that plans above the cap may be supported if so recommended by the Agent or Investment Professional as a condition to a major transaction such as a merger.

• Generally, vote AGAINST plans if the Agent suggests cost or dilution assessment may not be possible due to the method of disclosing shares allocated to the plan(s), except that such concerns arising in connection with evergreen provisions shall be considered CASE-BY-CASE.

• Generally, vote FOR plans with costs within the cap if the considerations raised by the Agent pertain solely to equity compensation burn rate or pay for performance as defined by Agent.

• Generally, vote AGAINST plans administered by potential grant recipients.

• Consider plans CASE-BY-CASE if the Agent raises other considerations not otherwise provided for herein.

Restricted Stock or Stock Option Plans

Consider proposals for restricted stock or stock option plans, or the issuance of shares in connection with such plans, on a CASE-BY-CASE basis, considering factors such as level of disclosure and adequacy of vesting or performance requirements. Plans that do not meet the Agent’s criteria in this regard may be supported, but vote AGAINST if no disclosure is provided regarding either vesting or performance requirements.

Management Proposals Seeking Approval to Reprice Options

Review on a CASE-BY-CASE basis management proposals seeking approval to reprice, replace or exchange options, considering factors such as rationale, historic trading patterns, value-for-value exchange, vesting periods and replacement option terms. Generally, vote FOR proposals that meet the Agent’s criteria for acceptable repricing, replacement or exchange transactions, except that considerations raised by the Agent regarding burn rate or executive participation shall not be grounds for withholding support.

Vote AGAINST compensation plans that (1) permit or may permit (e.g., history of repricing and no express prohibition against future repricing) repricing of stock options, or any form or alternative to repricing, without shareholder approval, (2) include provisions that permit repricing, replacement or exchange transactions that do not meet the Agent’s criteria (except regarding burn rate or executive participation as noted above), or (3) give the board sole discretion to approve option repricing, replacement or exchange programs.

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Director Compensation

Votes on stock-based plans for directors are made on a CASE-BY-CASE basis, with voting decisions generally based on the Agent’s quantitative approach described above as well as a review of qualitative features of the plan in cases in which costs exceed the Agent’s threshold. DO NOT VOTE AGAINST plans for which burn rate is the sole consideration raised by the Agent.

Employee Stock Purchase Plans

Votes on employee stock purchase plans, and capital issuances in support of such plans, should be made on a CASE-BY-CASE basis, with voting decisions generally based on the Agent’s approach to evaluating such plans, except that negative recommendations by the Agent due to evergreen provisions will be reviewed CASE-BY-CASE.

OBRA-Related Compensation Proposals:

Amendments that Place a Cap on Annual Grants or Amend Administrative Features

Generally, vote FOR plans that simply amend shareholder-approved plans to include administrative features or place a cap on the annual grants any one participant may receive to comply with the provisions of Section 162(m) of OBRA.

Amendments to Add Performance-Based Goals

Generally, vote FOR amendments to add performance goals to existing compensation plans to comply with the provisions of Section 162(m) of OBRA.

Amendments to Increase Shares and Retain Tax Deductions Under OBRA

Votes on amendments to existing plans to increase shares reserved and to qualify the plan for favorable tax treatment under the provisions of Section 162(m) should be evaluated on a CASE-BY-CASE basis.

Approval of Cash or Cash-and-Stock Bonus Plans

Generally, vote FOR cash or cash-and-stock bonus plans to exempt the compensation from taxes under the provisions of Section 162(m) of OBRA, with primary consideration given to management’s assessment that such plan meets the requirements for exemption of performance-based compensation.

Shareholder Proposals Regarding Executive and Director Pay

Regarding the remuneration of individuals other than senior executives and directors, generally, vote AGAINST shareholder proposals that seek to expand or restrict disclosure or require shareholder approval beyond regulatory requirements and market practice. Vote AGAINST shareholder proposals that seek disclosure of executive or director compensation if providing it would be out of step with market practice and potentially disruptive to the business.

Unless evidence exists of abuse in historical compensation practices, and except as otherwise provided for herein, generally vote AGAINST shareholder proposals that seek to impose new compensation structures or policies, such as “claw back” recoupments or advisory votes.

Golden and Tin Parachutes

Generally, vote FOR shareholder proposals to have golden and tin parachutes submitted for shareholder ratification, provided that such “parachutes” specify change-in-control events and that the proposal does not include unduly restrictive or arbitrary provisions such as advance approval requirements.

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Generally vote AGAINST shareholder proposals to submit executive severance agreements that do not specify change-in-control events, Supplemental Executive Retirement Plans or deferred executive compensation plans for shareholder ratification, unless such ratification is required by the listing exchange.

Review on a CASE-BY-CASE basis all proposals to ratify or cancel golden or tin parachutes.

Employee Stock Ownership Plans (ESOPs)

Generally, vote FOR proposals that request shareholder approval in order to implement an ESOP or to increase authorized shares for existing ESOPs, except in cases when the number of shares allocated to the ESOP is “excessive” (i.e., generally greater than five percent of outstanding shares).

401(k) Employee Benefit Plans

Generally, vote FOR proposals to implement a 401(k) savings plan for employees.

Expensing of Stock Options

Generally, vote AGAINST shareholder proposals to expense stock options before such treatment is required by the Federal Accounting Standards Board.

Holding Periods

Generally, vote AGAINST proposals requiring mandatory periods for officers and directors to hold company stock.

9. State of Incorporation

Voting on State Takeover Statutes

Review on a CASE-BY-CASE basis proposals to opt in or out of state takeover statutes (including control share acquisition statutes, control share cash-out statutes, freezeout provisions, fair price provisions, stakeholder laws, poison pill endorsements, severance pay and labor contract provisions, antigreenmail provisions, and disgorgement provisions).

Voting on Reincorporation Proposals

Proposals to change a company’s state of incorporation should be examined on a CASE-BY-CASE basis, generally supporting management proposals not assessed by the Agent as a potential takeover defense. Generally, vote FOR management reincorporation proposals upon which another key proposal, such as a merger transaction, is contingent if the other key proposal is also supported. Generally, vote AGAINST shareholder reincorporation proposals not also supported by the company.

10. Mergers and Corporate Restructurings

Input from the Investment Professional(s) for a given Fund shall be given primary consideration with respect to proposals regarding business combinations, particularly those between otherwise unaffiliated parties, or other corporate restructurings being considered on behalf of that Fund.

Generally, vote FOR a proposal not typically supported under these Guidelines if a key proposal, such as a merger transaction, is contingent upon its support and a vote FOR is accordingly recommended by the Agent or an Investment Professional.

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Mergers and Acquisitions

Votes on mergers and acquisitions should be considered on a CASE-BY-CASE basis.

Corporate Restructuring

Votes on corporate restructuring proposals, including demergers, minority squeezeouts, leveraged buyouts, spinoffs, liquidations, dispositions, divestitures and asset sales, should be considered on a CASE-BY-CASE basis, with voting decisions generally based on the Agent’s approach to evaluating such proposals.

Adjournment

Generally, vote FOR proposals to adjourn a meeting to provide additional time for vote solicitation when the primary proposal is also voted FOR.

Appraisal Rights

Generally, vote FOR proposals to restore, or provide shareholders with, rights of appraisal.

Changing Corporate Name

Generally, vote FOR changing the corporate name.

11. Mutual Fund Proxies

Election of Directors

Vote the election of directors on a CASE-BY-CASE basis.

Converting Closed-end Fund to Open-end Fund

Vote conversion proposals on a CASE-BY-CASE basis.

Proxy Contests

Vote proxy contests on a CASE-BY-CASE basis.

Investment Advisory Agreements

Vote the investment advisory agreements on a CASE-BY-CASE basis.

Approving New Classes or Series of Shares

Generally, vote FOR the establishment of new classes or series of shares.

Preferred Stock Proposals

Vote the authorization for or increase in preferred shares on a CASE-BY-CASE basis.

1940 Act Policies

Vote these proposals on a CASE-BY-CASE basis.

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Changing a Fundamental Restriction to a Nonfundamental Restriction

Vote these proposals on a CASE-BY-CASE basis.

Change Fundamental Investment Objective to Nonfundamental

Generally, vote AGAINST proposals to change a fund’s fundamental investment objective to nonfundamental.

Name Rule Proposals

Vote these proposals on a CASE-BY-CASE basis.

Disposition of Assets/Termination/Liquidation

Vote these proposals on a CASE-BY-CASE basis.

Changes to the Charter Document

Vote changes to the charter document on a CASE-BY-CASE basis.

Changing the Domicile of a Fund

Vote reincorporations on a CASE-BY-CASE basis.

Change in Fund’s Subclassification

Vote these proposals on a CASE-BY-CASE basis.

Authorizing the Board to Hire and Terminate Subadvisors Without Shareholder Approval

Generally, vote FOR these proposals.

Distribution Agreements

Vote these proposals on a CASE-BY-CASE basis.

Master-Feeder Structure

Generally, vote FOR the establishment of a master-feeder structure.

Mergers

Vote merger proposals on a CASE-BY-CASE basis.

Establish Director Ownership Requirement

Generally, vote AGAINST shareholder proposals for the establishment of a director ownership requirement.

Reimburse Shareholder for Expenses Incurred

Voting to reimburse proxy solicitation expenses should be analyzed on a CASE-BY-CASE basis.

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Terminate the Investment Advisor

Vote to terminate the investment advisor on a CASE-BY-CASE basis.

12. Social and Environmental Issues

These issues cover a wide range of topics. In general, unless otherwise specified herein, vote CASE-BY-CASE. While a wide variety of factors may go into each analysis, the overall principle guiding all vote recommendations focuses on how or whether the proposal will enhance the economic value of the company. Because a company’s board is likely to have access to relevant, non-public information regarding a company’s business, such proposals will generally be voted in a manner intended to give the board (rather than shareholders) latitude to set corporate policy and oversee management.

Absent concurring support from the issuer, compelling evidence of abuse, significant public controversy or litigation, the issuer’s significant history of relevant violations; or activities not in step with market practice or regulatory requirements, or unless provided for otherwise herein, generally vote AGAINST shareholder proposals seeking to dictate corporate conduct, apply existing law, duplicate policies already substantially in place and/or addressed by the issuer, or release information that would not help a shareholder evaluate an investment in the corporation as an economic matter. Such proposals would generally include those seeking preparation of reports and/or implementation or additional disclosure of corporate policies related to issues such as consumer and public safety, environment and energy, labor standards and human rights, military business and political concerns, workplace diversity and non-discrimination, sustainability, social issues, vendor activities, economic risk or matters of science and engineering.

13. Global Proxies

The foregoing Guidelines provided in connection with proxies of U.S. issuers shall also be applied to global proxies where applicable and not provided for otherwise herein. The following provide for differing regulatory and legal requirements, market practices and political and economic systems existing in various global markets.

Unless otherwise provided for herein, it shall generally be the policy of the Funds to vote AGAINST global proxy proposals in cases in which the Agent recommends voting AGAINST such proposal because relevant disclosure by the issuer, or the time provided for consideration of such disclosure, is inadequate. For purposes of these global Guidelines, “AGAINST” shall mean withholding of support for a proposal, resulting in submission of a vote of AGAINST or ABSTAIN, as appropriate for the given market and level of concern raised by the Agent regarding the issue or lack of disclosure or time provided.

In connection with practices described herein that are associated with a firm AGAINST vote, it shall generally be the policy of the Funds to consider them on a CASE-BY-CASE basis if the Agent recommends their support (1) as the issuer or market transitions to better practices (e.g., having committed to new regulations or governance codes) or (2) as the more favorable choice in cases in which shareholders must choose between alternate proposals.

Routine Management Proposals

Generally, vote FOR the following and other similar routine management proposals:

• the opening of the shareholder meeting

• that the meeting has been convened under local regulatory requirements

• the presence of quorum

• the agenda for the shareholder meeting

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• the election of the chair of the meeting

• the appointment of shareholders to co-sign the minutes of the meeting

• regulatory filings (e.g., to effect approved share issuances)

• the designation of inspector or shareholder representative(s) of minutes of meeting

• the designation of two shareholders to approve and sign minutes of meeting

• the allowance of questions

• the publication of minutes

• the closing of the shareholder meeting

Discharge of Management/Supervisory Board Members

Generally, vote FOR management proposals seeking the discharge of management and supervisory board members, unless the Agent recommends AGAINST due to concern about the past actions of the company’s auditors or directors or legal action is being taken against the board by other shareholders, including when the proposal is bundled.

Director Elections

Unless otherwise provided for herein, the Agent’s standards with respect to determining director independence shall apply. These standards generally provide that, to be considered completely independent, a director shall have no material connection to the company other than the board seat.

Agreement with the Agent’s independence standards shall not dictate that a Fund’s vote shall be cast according to the Agent’s corresponding recommendation. Further, the application of Guidelines in connection with such standards shall apply only in cases in which the nominee’s level of independence can be ascertained based on available disclosure. These policies generally apply to director nominees in uncontested elections; votes in contested elections, and votes on director nominees not subject to policies described herein, should be made on a CASE-BY-CASE basis.

For issuers domiciled in Canada, Finland, France, Ireland, the Netherlands, Sweden or tax haven markets, generally vote AGAINST non-independent directors in cases in which the full board serves as the audit committee, or the company does not have an audit committee.

For issuers in all markets, including those in tax haven markets and those in Japan that have adopted the U.S.-style board-with-committees structure, vote AGAINST non-independent directors who sit on the audit committee, or, if the slate of nominees is bundled, vote AGAINST the slate. If the slate is bundled and audit committee membership is unclear, vote FOR if the Agent otherwise recommends support.

In tax haven markets, DO NOT VOTE AGAINST non-independent directors in cases in which the full board serves as the compensation committee, or the company does not have a compensation committee.

DO NOT VOTE AGAINST non-independent directors who sit on the compensation or nominating committees, provided that such committees meet the applicable independence requirements of the relevant listing exchange.

In cases in which committee membership is unclear, consider non-independent director nominees on a CASE-BY-CASE basis if no other issues have been raised in connection with his/her nomination.

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Generally follow Agent’s recommendations to vote AGAINST individuals nominated as outside/non-executive directors who do not meet the Agent’s standard for independence, unless the slate of nominees is bundled, in which case the proposal(s) to elect board members shall be considered on a CASE-BY-CASE basis.

For issuers in Canada and tax haven markets, generally withhold support (AGAINST or ABSTAIN, as appropriate) from bundled slates of nominees if the board is non-majority independent. For issuers in other global markets, generally follow Agent’s standards for withholding support from bundled slates or non-independent directors excluding the CEO, as applicable, if the board is non-majority independent or the board’s independence cannot be ascertained due to inadequate disclosure.

Generally, withhold support (AGAINST or ABSTAIN, as appropriate) from nominees or slates of nominees presented in a manner not aligned with market practice and/or legislation, including:

• bundled slates of nominees (e.g., Hong Kong or France);

• simultaneous reappointment of retiring directors (e.g., South Africa);

• in markets with term lengths capped by legislation or market practice, nominees whose terms exceed the caps or are not disclosed (except that bundled slates with such lack of disclosure shall be considered on a CASE-BY-CASE basis); or

• nominees whose names are not disclosed in advance of the meeting (e.g., Austria, Philippines, Hong Kong or South Africa).

Such criteria will not generally provide grounds for withholding support in countries in which they may be identified as best practice but such legislation or market practice is not yet applicable, unless specific governance shortfalls identified by the Agent dictate that less latitude should be extended to the issuer.

In cases in which cumulative or net voting applies, generally vote with Agent’s recommendation to support nominees asserted by the issuer to be independent, even if independence disclosure or criteria fall short of Agent’s standards.

Consider nominees for whom the Agent has raised concerns regarding scandals or internal controls on a CASE-BY-CASE basis. Generally, withhold support (AGAINST or ABSTAIN, as appropriate) from nominees or slates of nominees when:

• the scandal or shortfall in controls took place at the company, or an affiliate, for which the nominee is being considered;

• culpability can be attributed to the nominee (e.g., nominee manages or audits relevant function), and

• the nominee has been directly implicated, with resulting arrest and criminal charge or regulatory sanction.

For markets such as the tax havens, Canada, Australia, South Africa and Malaysia (and for outside directors in South Korea) in which nominees’ attendance records are adequately disclosed, the Funds’ U.S. Guidelines with respect to director attendance shall apply.

Consider self-nominated director candidates on a CASE-BY-CASE basis, with voting decisions generally based on the Agent’s approach to evaluating such candidates.

Generally vote FOR nominees without regard to “over-boarding” issues raised by the Agent unless other concerns requiring CASE-BY-CASE consideration have been raised.

For companies incorporated in tax haven markets but which trade exclusively in the U.S., the Funds’ U.S. Guidelines with respect to director elections shall apply.

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Board Structure

Generally, vote FOR proposals to fix board size, but also support proposals seeking a board range if the range is reasonable in the context of market practice and anti-takeover considerations. Proposed article amendments in this regard shall be considered on a CASE-BY-CASE basis, with voting decisions generally based on the Agent’s approach to evaluating such proposals.

Director and Officer Indemnification and Liability Protection

Generally, vote in accordance with the Agent’s standards for indemnification and liability protection for officers and directors, voting AGAINST overly broad provisions.

Independent Statutory Auditors

With respect to Japanese companies that have not adopted the U.S.-style board-with-committees structure, vote AGAINST any nominee to the position of “independent statutory auditor” whom the Agent considers affiliated, e.g., if the nominee has worked a significant portion of his career for the company, its main bank or one of its top shareholders. Where shareholders are forced to vote on multiple nominees in a single resolution, vote AGAINST all nominees.

Generally, vote AGAINST incumbent nominees at companies implicated in scandals or exhibiting poor internal controls.

Key Committees

Generally, vote AGAINST proposals that permit non-board members to serve on the audit, compensation or nominating committee, provided that bundled slates may be supported if no slate nominee serves on the relevant committee(s).

Director Remuneration

Consider director compensation plans on a CASE-BY-CASE basis, with voting decisions generally based on the Agent’s approach to evaluating such proposals, while also factoring in the merits of the rationale and disclosure provided. Generally, vote FOR proposals to approve the remuneration of directors as long as the amount is not excessive and there is no evidence of abuse.

Retirement Bonuses

With respect to Japanese companies, generally vote FOR such proposals if all payments are for directors and auditors who have served as executives of the company. Generally vote AGAINST such proposals if one or more payments are for non-executive, affiliated directors or statutory auditors; when one or more of the individuals to whom the grants are being proposed (1) has not served in an executive capacity for the company for at least three years or (2) has been designated by the company as an independent statutory auditor, regardless of the length of time he/she has served. If the Agent raises scandal or internal control considerations, generally vote AGAINST bonus proposals only for nominees whom a Fund is also voting AGAINST for that reason, unless bundled with bonuses for a majority of retirees a Fund is voting FOR.

Stock Option Plans for Independent Internal Statutory Auditors

With respect to Japanese companies, follow the Agent’s guidelines with respect to proposals regarding option grants to independent internal statutory auditors, generally voting AGAINST such plans.

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Compensation Plans

Unless otherwise provided for herein, votes with respect to compensation plans, and awards thereunder or capital issuances in support thereof, should be determined on a CASE-BY-CASE basis, with voting decisions generally based on the Agent’s approach to evaluating such plans, considering quantitative or qualitative factors as appropriate for the market.

Amendment Procedures for Equity Compensation Plans and ESPPs

For Toronto (Canada) Stock Exchange issuers, votes with respect to amendment procedures for security-based compensation arrangements and employee share purchase plans shall generally be cast in a manner designed to preserve shareholder approval rights, with voting decisions generally based on the Agent’s recommendation.

Shares Reserved for Equity Compensation Plans

Unless otherwise provided for herein, voting decisions shall generally be based on the Agent’s methodology, including classification of a company’s stage of development as growth or mature and the corresponding determination as to reasonability of the share requests.

Generally, vote AGAINST equity compensation plans (e.g., option, warrant, restricted stock or employee share purchase plans or participation in company offerings such as IPOs or private placements), the issuance of shares in connection with such plans, or related management proposals that:

• exceed Agent’s recommended dilution limits, including cases in which the Agent suggests dilution assessment is precluded by inadequate disclosure;

• provide deep or near-term discounts to executives or directors, unless discounts to executives are deemed by the Agent to be adequately mitigated by other requirements such as long-term vesting (e.g., Japan);

• are administered by potential grant recipients;

• permit financial assistance in the form of non-recourse (or essentially non-recourse) loans in connection with executive’s participation;

• for matching share plans, do not meet the Agent’s standards, considering holding period, discounts, dilution, purchase price and performance criteria;

• provide for vesting upon change in control if deemed by the Agent to evidence a conflict of interest or anti-takeover device;

• provide no disclosure regarding vesting or performance criteria (provided that proposals providing disclosure in one or both areas, without regard to Agent’s criteria for such disclosure, shall be supported provided they otherwise satisfy these Guidelines);

• allow plan administrators to make material amendments without shareholder approval unless adequate prior disclosure has been provided, with such voting decisions generally based on the Agent’s approach to evaluating such plans; or

• provide for retesting in connection with achievement of performance hurdles unless the Agent’s analysis indicates that (1) performance targets are adequately increased in proportion to the additional time available, (2) the retesting is de minimis as a percentage of overall compensation or is acceptable relative to market practice, or (3) the issuer has committed to cease retesting within a reasonable period of time.

A-34

Generally, vote FOR such plans/awards or the related issuance of shares that (1) do not suffer from the defects noted above or (2) otherwise meet the Agent’s tests if the considerations raised by the Agent pertain primarily to performance hurdles, contract or notice periods, discretionary bonuses or vesting upon change in control (other than addressed above), provided the company has provided a reasonable rationale in support of the relevant plan/award, practice or participation.

Consider proposals in connection with such plans or the related issuance of shares in other instances on a CASE-BY-CASE basis.

Remuneration Reports

Generally, withhold support (AGAINST or ABSTAIN as appropriate for specific market and level of concerns identified by the Agent) from remuneration reports that include compensation plans permitting:

(1) practices or features not supported under these Guidelines, including financial assistance under the conditions described above;

(2) retesting deemed by the Agent to be excessive relative to market practice (irrespective of the Agent’s support for the report as a whole);

(3) equity award valuation triggering a negative recommendation from the Agent; or

(4) provisions for retirement benefits or equity incentive awards to outside directors if not in line with market practice, except that reports will generally be voted FOR if contractual components are reasonably aligned with market practices on a going-forward basis (e.g., existing obligations related to retirement benefits or terms contrary to evolving standards would not preclude support for the report).

Reports receiving the Agent’s support and not triggering the concerns cited above will generally be voted FOR. Unless otherwise provided for herein, reports not receiving the Agent’s support due to concerns regarding severance/termination payments, “leaver” status, incentive structures and vesting or performance criteria not otherwise supported by these Guidelines shall be considered on a CASE-BY-CASE basis, factoring in the merits of the rationale and disclosure provided. Reports with unsupported features may be voted FOR in cases in which the Agent recommends their initial support as the issuer or market transitions to better practices (e.g., having committed to new regulations or governance codes).

Shareholder Proposals Regarding Executive and Director Pay

The Funds’ U.S. Guidelines with respect to such shareholder proposals shall apply.

General Share Issuances

Unless otherwise provided for herein, voting decisions shall generally be based on the Agent’s practice to vote FOR general issuance requests with preemptive rights to a maximum of 100 percent over currently issued capital, general issuance requests without preemptive rights to a maximum of 20 percent of currently issued capital, and requests to reissue repurchased shares if the related general issuance request is also supported.

Consider specific issuance requests on a CASE-BY-CASE basis based on the proposed use and the company’s rationale.

Generally, vote AGAINST proposals to issue shares (with or without preemptive rights), or to grant rights to acquire shares, in cases in which concerns have been identified by the Agent with respect to inadequate disclosure, inadequate restrictions on discounts, or authority to refresh share issuance amounts without prior shareholder approval.

A-35

Increases in Authorized Capital

Unless otherwise provided for herein, voting decisions should generally be based on the Agent’s approach, as follows:

• Generally, vote FOR nonspecific proposals, including bundled proposals, to increase authorized capital up to 100 percent over the current authorization unless the increase would leave the company with less than 30 percent of its new authorization outstanding.

• Vote FOR specific proposals to increase authorized capital, unless:

• the specific purpose of the increase (such as a share-based acquisition or merger) does not meet these Guidelines for the purpose being proposed; or

• the increase would leave the company with less than 30 percent of its new authorization outstanding after adjusting for all proposed issuances.

• Vote AGAINST proposals to adopt unlimited capital authorizations.

• The Agent’s market-specific exceptions to the above parameters (e.g., The Netherlands, due to hybrid market controls) shall be applied.

Preferred Stock

Unless otherwise provided for herein, voting decisions should generally be based on the Agent’s approach, including:

• Vote FOR the creation of a new class of preferred stock or issuances of preferred stock up to 50 percent of issued capital unless the terms of the preferred stock would adversely affect the rights of existing shareholders.

• Vote FOR the creation/issuance of convertible preferred stock as long as the maximum number of common shares that could be issued upon conversion meets the Agent’s guidelines on equity issuance requests.

• Vote AGAINST the creation of (1) a new class of preference shares that would carry superior voting rights to the common shares or (2) blank check preferred stock unless the board states that the authorization will not be used to thwart a takeover bid.

Poison Pills/Protective Preference Shares

Generally, vote AGAINST management proposals in connection with poison pills or anti-takeover activities (e.g., issuances, transfers or repurchases) that do not meet the Agent’s standards. Generally vote in accordance with Agent’s recommendation to withhold support from a nominee in connection with poison pill or anti-takeover considerations when culpability for the actions can be specifically attributed to the nominee. Generally DO NOT VOTE AGAINST director remuneration in connection with poison pill considerations raised by the Agent.

Approval of Financial Statements and Director and Auditor Reports

Generally, vote FOR management proposals seeking approval of financial accounts and reports, unless there is concern about the company’s financial accounts and reporting, which, in the case of related party transactions, would include concerns raised by the Agent regarding consulting agreements with non-executive directors. However, generally do not withhold support from such proposals in connection with remuneration practices otherwise supported under these Guidelines or as a means of expressing disapproval of broader practices of the issuer or its board.

A-36

Remuneration of Auditors

Generally, vote FOR proposals to authorize the board to determine the remuneration of auditors, unless there is evidence of excessive compensation relative to the size and nature of the company.

Indemnification of Auditors

Generally, vote AGAINST proposals to indemnify auditors.

Ratification of Auditors and Approval of Auditors’ Fees

Generally, follow the Agent’s standards for proposals seeking auditor ratification or approval of auditors’ fees, which indicate a vote FOR such proposals for companies in the MSCI EAFE index, provided the level of audit fee disclosure meets the Agent’s standards. In other cases, generally vote FOR such proposals unless there are material concerns raised by the Agent about the auditor’s practices or independence.

Allocation of Income and Dividends

Generally, vote FOR management proposals concerning allocation of income and the distribution of dividends.

Stock (Scrip) Dividend Alternatives

Generally, vote FOR most stock (scrip) dividend proposals, but vote AGAINST proposals that do not allow for a cash option unless management demonstrates that the cash option is harmful to shareholder value.

Debt Instruments

Generally, vote AGAINST proposals authorizing excessive discretion, as assessed by the Agent, to a board to issue or set terms for debt instruments (e.g., commercial paper).

Debt Issuance Requests

When evaluating a debt issuance request, the issuing company’s present financial situation is examined. The main factor for analysis is the company’s current debt-to-equity ratio, or gearing level. A high gearing level may incline markets and financial analysts to downgrade the company’s bond rating, increasing its investment risk factor in the process. A gearing level up to 100 percent is considered acceptable.

Generally, vote FOR debt issuances for companies when the gearing level is between zero and 100 percent. Review on a CASE-BY-CASE basis proposals where the issuance of debt will result in the gearing level being greater than 100 percent, or for which inadequate disclosure precludes calculation of the gearing level, comparing any such proposed debt issuance to industry and market standards, and with voting decisions generally based on the Agent’s approach to evaluating such requests.

Financing Plans

Generally, vote FOR the adoption of financing plans if they are in the best economic interests of shareholders.

Related Party Transactions

Consider related party transactions on a CASE-BY-CASE basis. Generally, vote FOR approval of such transactions unless the agreement requests a strategic move outside the company’s charter or contains unfavorable terms.

A-37

Approval of Donations

Generally, vote AGAINST such proposals unless adequate, prior disclosure of amounts is provided.

Capitalization of Reserves

Generally, vote FOR proposals to capitalize the company’s reserves for bonus issues of shares or to increase the par value of shares.

Article Amendments

Review on a CASE-BY-CASE basis all proposals seeking amendments to the articles of association.

Generally, vote FOR an article amendment if:

• it is editorial in nature;

• shareholder rights are protected;

• there is negligible or positive impact on shareholder value;

• management provides adequate reasons for the amendments or the Agent otherwise supports management’s position;

• it seeks to discontinue and/or delist a form of the issuer’s securities in cases in which the relevant Fund does not hold the affected security type; or

• the company is required to do so by law (if applicable).

Generally, vote AGAINST an article amendment if:

• it removes or lowers quorum requirements for board or shareholder meetings below levels recommended by the Agent;

• it reduces relevant disclosure to shareholders;

• it seeks to align the articles with provisions of another proposal not supported by these Guidelines;

• it is not supported under these Guidelines, is presented within a bundled proposal, and the Agent deems the negative impact, on balance, to outweigh any positive impact; or

• it imposes a negative impact on existing shareholder rights, including rights of the Funds, to the extent that any positive impact would not be deemed by the Agent to be sufficient to outweigh removal or diminution of such rights.

With respect to article amendments for Japanese companies:

• Generally vote FOR management proposals to amend a company’s articles to expand its business lines.

• Generally vote FOR management proposals to amend a company’s articles to provide for an expansion or reduction in the size of the board, unless the expansion/reduction is clearly disproportionate to the growth/decrease in the scale of the business or raises anti-takeover concerns.

• If anti-takeover concerns exist, generally vote AGAINST management proposals, including bundled proposals, to amend a company’s articles to authorize the Board to vary the annual meeting record date or to otherwise align them with provisions of a takeover defense.

• Generally follow the Agent’s guidelines with respect to management proposals regarding amendments to authorize share repurchases at the board’s discretion, voting AGAINST proposals unless there is little to no likelihood of a “creeping takeover” (major shareholder owns nearly enough shares to reach a

A-38

critical control threshold) or constraints on liquidity (free float of shares is low), and where the company is trading at below book value or is facing a real likelihood of substantial share sales; or where this amendment is bundled with other amendments which are clearly in shareholders’ interest.

Other Business

In connection with global proxies, vote in accordance with the Agent’s market-specific recommendations on management proposals for Other Business, generally AGAINST.

A-39

                       STATEMENT OF ADDITIONAL INFORMATION

                                February 29, 2008

                                ING MUTUAL FUNDS
                         7337 East Doubletree Ranch Road
                         Scottsdale, Arizona 85258-2034
                                 (800) 992-0180

                       ING Diversified International Fund


Class A, Class B, Class C, Class I, Class R and Class W shares

          This Statement of Additional Information ("SAI") relates to ING
Diversified International Fund ("Fund") which is a separate series of ING Mutual
Funds ("Trust"). A prospectus or prospectuses (each a "Prospectus" or
collectively, the "Prospectuses") for the Fund dated February 29, 2008 for Class
A, Class B, Class C, Class I, Class R and Class W shares, which provide the
basic information you should know before investing in the Fund, may be obtained
without charge from the Fund or the Fund's principal underwriter, ING Funds
Distributor, LLC ("Distributor"), at the address listed above. This SAI is not a
prospectus, but is incorporated therein by reference and should be read in
conjunction with the Prospectuses dated February 29, 2008, which have been filed
with the U.S. Securities and Exchange Commission ("SEC").


          The information in this SAI expands on the information contained in
the Prospectuses and any supplements thereto. Copies of the Fund's Prospectuses
and annual or semi-annual shareholder report (when available) may be obtained
without charge by contacting the Fund at the address and phone number written
above. Terms used in this SAI have the same meaning as in the Prospectuses, and
some additional terms are defined particularly for this SAI.



                                TABLE OF CONTENTS


HISTORY OF THE FUND.......................................................     1
MANAGEMENT OF THE TRUST...................................................     2
TRUSTEE OWNERSHIP OF SECURITIES...........................................    13
COMPENSATION OF TRUSTEES..................................................    15
CONTROL PERSONS AND PRINCIPAL SHAREHOLDERS................................    17
ADVISER...................................................................    17
DISCLOSURE OF THE FUND'S PORTFOLIO SECURITIES.............................    21
PROXY VOTING PROCEDURES...................................................    22
ADMINISTRATOR.............................................................    23
EXPENSE LIMITATION AGREEMENT..............................................    23
DISTRIBUTOR...............................................................    24
RULE 12b-1 PLANS..........................................................    25
PORTFOLIO TURNOVER........................................................    26
CODE OF ETHICS............................................................    27
SUPPLEMENTAL DESCRIPTION OF FUND INVESTMENTS AND RISKS....................    27
INVESTMENT RESTRICTIONS...................................................    75
PORTFOLIO TRANSACTIONS....................................................    76
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION............................    80
NET ASSET VALUE...........................................................    86
SHAREHOLDER INFORMATION...................................................    88
DISTRIBUTIONS.............................................................    91
FEDERALTAX CONSIDERATIONS.................................................    91
CALCULATION OF PERFORMANCE DATA...........................................    98
PERFORMANCE COMPARISONS...................................................   101
GENERAL INFORMATION.......................................................   103
CUSTODIAN.................................................................   103
TRANSFER AGENT............................................................   103
LEGAL COUNSEL.............................................................   104
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.............................   104
FINANCIAL STATEMENTS......................................................   104
APPENDIX A - PROXY VOTING PROCEDURES AND GUIDELINES.......................   105




                               HISTORY OF THE FUND

ING Mutual Funds


     The Trust is a Delaware statutory trust registered as an open-end,
management investment company. The Trust was organized in 1992 and currently
consists of ten non-diversified series and thirteen diversifed series, one of
which, ING Diversified International Fund ("Diversified International Fund" or
"Fund"), is discussed in this SAI. For information regarding ING Asia-Pacific
Real Estate Fund, ING Disciplined International SmallCap Fund, ING European Real
Estate Fund, ING Global Bond Fund, ING Global Equity Dividend Fund, ING Global
Real Estate Fund, ING Global Value Choice Fund, ING Emerging Countries Fund, ING
Foreign Fund, ING Greater China Fund, ING Index Plus International Equity Fund,
ING International Equity Dividend Fund, ING International Growth Opportunities
Fund, ING International Capital Appreciation Fund, ING International Real Estate
Fund, ING International SmallCap Fund, ING International Value Fund, ING
International Value Choice Fund, ING Value Opportunities, ING Global Natural
Resources Fund, ING Russia Fund, and ING Emerging Markets Fixed Income Fund,
please see the Prospectuses and SAI, each dated February 29, 2008.


     On December 21, 2005, ING Diversified International Fund was organized as a
separate series of the Trust.

                                        1



                             MANAGEMENT OF THE TRUST

Management of the Trust

     Set forth in the table  below is  information  about  each  Trustee  of the
Trust.


                                                                                                     Number of
                                                                                                      Funds in
                                                                                                        Fund             Other
                                                      Term of Office                                  Complex        Directorships
                                 Position(s) Held       and Length      Principal Occupation(s) -   Overseen by         Held by
Name, Address and Age               With Trust      of Time Served/1/    During the Past 5 Years     Trustee/2/        Trustee
------------------------------   ----------------   -----------------   -------------------------   -----------   ------------------
Independent Trustees

Colleen D. Baldwin/3/            Trustee            November 2007       Consultant (January 2005        179       None.
7337 E. Doubletree Ranch Rd.                        - Present           to Present). Chief
Scottsdale, Arizona 85258                                               Operating Officer, Ivy
Age: 47                                                                 Asset Management Group
                                                                        (April 2002 - October
                                                                        2004). Chief Operating
                                                                        Officer, AIG Global
                                                                        Investment Group.
                                                                        (May 1995 - January 2002).

John V. Boyer                    Trustee            January 2005        Consultant (July 2007 -         179       None.
7337 East Doubletree Ranch Rd.                      - Present           Present). Formerly,
Scottsdale, Arizona 85258                                               President and Chief
Age: 54                                                                 Executive Officer,
                                                                        Franklin and Eleanor
                                                                        Roosevelt Institute
                                                                        (March 2006 - July 2007),
                                                                        and Executive Director,
                                                                        The Mark Twain House &
                                                                        Museum /4/(September 1989
                                                                         - November 2005).

Patricia W. Chadwick             Trustee            January 2006        Consultant and President        179       Wisconsin Energy
7337 East Doubletree Ranch Rd.                      - Present           of self-owned company,                    (June 2006 -
Scottsdale, Arizona 85258                                               Ravengate Partners LLC                    Present).
Age: 59                                                                 (January 2000 - Present).

Peter S. Drotch/3/               Trustee            November 2007       Retired Partner.                179       First Marblehead
7337 E. Doubletree Ranch Rd.                        - Present           PricewaterhouseCoopers.                   Corporation
Scottsdale, Arizona 85258                                                                                         (October 2003-
Age: 66                                                                                                           Present);
                                                                                                                  BlackRock Funds/
                                                                                                                  State Street
                                                                                                                  Research Funds,
                                                                                                                  Trustee (February
                                                                                                                  2004 - January
                                                                                                                  2007); Tufts
                                                                                                                  Health Plan,
                                                                                                                  Director (June
                                                                                                                  2006 - Present);
                                                                                                                  and University
                                                                                                                  of Connecticut,
                                                                                                                  Trustee
                                                                                                                  (November 2004
                                                                                                                  - Present).

J. Michael Earley                Trustee            February 2001       President, Chief                179       None.
7337 East Doubletree Ranch Rd.                      - Present           Executive Officer and
Scottsdale, Arizona 85258                                               Director, Bankers Trust
Age: 62                                                                 Company, N.A. (June 1992
                                                                        - Present).

Patrick W. Kenny                 Trustee            January 2005        President and Chief             179       Assured Guaranty
7337 East Doubletree Ranch Rd.                      - Present           Executive Officer,                        Ltd. (April 2004 -
Scottsdale, Arizona 85258                                               International Insurance                   Present); and
Age: 65                                                                 Society (June 2001 -                      Odyssey
                                                                        Present).                                 Reinsurance
                                                                                                                  Holdings (November
                                                                                                                  2006 - Present).


                                        2




                                                                                                     Number of
                                                                                                      Funds in
                                                                                                        Fund             Other
                                                      Term of Office                                  Complex        Directorships
                                 Position(s) Held       and Length      Principal Occupation(s) -   Overseen by         Held by
Name, Address and Age               With Trust      of Time Served/1/    During the Past 5 Years     Trustee/2/        Trustee
------------------------------   ----------------   -----------------   -------------------------   -----------   ------------------
Sheryl K. Pressler               Trustee            January 2006        Consultant (May 2001 -          179       Stillwater Mining
7337 East Doubletree Ranch Rd.                      - Present           Present).                                 Company (May 2002
Scottsdale, Arizona 85258                                                                                         - Present);
Age: 58                                                                                                           California
                                                                                                                  HealthCare
                                                                                                                  Foundation (June
                                                                                                                  1999 - Present);
                                                                                                                  and Romanian-
                                                                                                                  American
                                                                                                                  Enterprise Fund
                                                                                                                  (February 2004 -
                                                                                                                  Present).

David W.C. Putnam                Trustee            October 1999        Chair, Board of Directors       179       Principled Equity
7337 East Doubletree Ranch Rd.                      - Present           and President, F.L.                       Market Trust
Scottsdale, Arizona 85258                                               Putnam Securities                         (December 1996 -
Age: 68                                                                 Company, Inc. (June 1978                  Present); and
                                                                        - Present).                               Asian American
                                                                                                                  Bank and Trust
                                                                                                                  Company (June 1993
                                                                                                                  - Present).


                                        3




                                                                                                     Number of
                                                                                                      Funds in
                                                                                                        Fund             Other
                                                      Term of Office                                  Complex        Directorships
                                 Position(s) Held       and Length      Principal Occupation(s) -   Overseen by         Held by
Name, Address and Age               With Trust      of Time Served/1/    During the Past 5 Years     Trustee/2/        Trustee
------------------------------   ----------------   -----------------   -------------------------   -----------   ------------------
Roger B. Vincent                 Chairperson and    February 2002       President, Springwell           179       UGI Corporation
7337 East Doubletree Ranch Rd.   Trustee            - Present           Corporation, (March 1989                  (February 2006 -
Scottsdale, Arizona 85258                                               - Present).                               Present); and UGI
Age: 62                                                                                                           Utilities, Inc.
                                                                                                                  (February 2006 -
                                                                                                                  Present).

Trustees who are "Interested Persons"

Robert W. Crispin/5/             Trustee            November 2007       Formerly, Chairman and          179       ING Life Insurance
7337 East Doubletree Ranch Rd.                      - Present           Chief Executive Officer,                  and Annuity
Scottsdale, Arizona 85258                                               ING Investment Management                 Company (May 2006
Age: 61                                                                 Co. (June 2001 - December                 - Present); ING
                                                                        31, 2007).                                USA Annuity and
                                                                                                                  Life Insurance
                                                                                                                  Company (May 2006
                                                                                                                  - Present);
                                                                                                                  Midwestern United
                                                                                                                  Life Insurance
                                                                                                                  Company (May 2006
                                                                                                                  - Present);
                                                                                                                  ReliaStar Life
                                                                                                                  Insurance Company
                                                                                                                  (May 2006 -
                                                                                                                  Present); Security
                                                                                                                  Life of Denver
                                                                                                                  Insurance Company
                                                                                                                  (May 2006 -
                                                                                                                  Present); Belair
                                                                                                                  Insurance Company
                                                                                                                  Inc. (August 2005
                                                                                                                  - Present); The
                                                                                                                  Nordic Insurance
                                                                                                                  Company of Canada
                                                                                                                  (February 2005 -
                                                                                                                  Present);
                                                                                                                  Trafalgar
                                                                                                                  Insurance Company
                                                                                                                  of Canada
                                                                                                                  (February 2006 -
                                                                                                                  Present); ING
                                                                                                                  Novex Insurance
                                                                                                                  Company of Canada
                                                                                                                  (February 2005 -
                                                                                                                  Present); Allianz
                                                                                                                  Insurance Company
                                                                                                                  of Canada
                                                                                                                  (February 2005 -
                                                                                                                  Present); ING
                                                                                                                  Canada Inc.
                                                                                                                  (December 2004 -
                                                                                                                  Present) and ING
                                                                                                                  Foundation (March
                                                                                                                  2004 - Present).

Shaun P. Matthews/5/             Trustee            November 2007       President and Chief             179       Holding Company,
7337 East Doubletree Ranch Rd.                      - Present           Executive Officer, ING                    Inc. (May 2000 -
Scottsdale, Arizona 85258                                               Investments, LLC                          Present);
Age: 52                                                                 (December 2006 - Present);                Southland Life
                                                                        Head of ING USFS Mutual                   Insurance Company
                                                                        Funds and Investment                      (June 2002 -
                                                                        Products (October 2004 -                  Present); and ING
                                                                        Present). Formerly, CMO,                  Capital
                                                                        ING USFS (April 2002 -                    Corporation, LLC,
                                                                        October 2004), and Head                   ING Funds
                                                                        of Rollover/Payout                        Distributor, LLC,
                                                                        (October 2001- December                   ING Funds
                                                                        2003).                                    Services, LLC, ING
                                                                                                                  Investments, LLC
                                                                                                                  and ING Pilgrim
                                                                                                                  Funding, Inc.
                                                                                                                  (March 2006 -
                                                                                                                  Present).


----------

(1)  Trustees serve until their successors are duly elected and qualified,
     subject to the Board's retirement policy which states that each duly
     elected or appointed Trustee who is not an "interested person" of the
     Trust, as defined in the Investment Company Act of 1940, as amended
     ("Independent Trustees"), shall retire from service as a Trustee at the
     conclusion of the first regularly scheduled meeting of the Board that is
     held after (a) the Trustee reaches the age of 70, if that Trustee qualifies
     for a retirement benefit as discussed in the Board's retirement policy; or
     (b) the Trustee reaches the age 72 or has served as a Trustee for 15 years,
     if that Trustee does not qualify for the retirement benefit. A unanimous
     vote of the Board may extend the retirement date of a Trustee for up to one
     year. An extension may be permitted if the retirement would trigger a
     requirement to hold a meeting of shareholders of the Trust under applicable
     law, whether for purposes

                                        4



     of appointing a successor to the Trustee or if otherwise necessary under
     applicable law, in which the extension would apply until such time as the
     shareholder meeting can be held or is no longer needed.

(2)  For the purposes of this table, "Fund Complex" means the following
     investment companies: ING Asia Pacific High Dividend Equity Income Fund;
     ING Equity Trust; ING Funds Trust; ING Global Equity Dividend and Premium
     Opportunity Fund; ING Global Advantage and Premium Opportunity Fund; ING
     International High Dividend Equity Income Fund; ING Investment Funds, Inc.;
     ING Investors Trust; ING Mayflower Trust; ING Mutual Funds; ING Prime Rate
     Trust; ING Risk Managed Natural Resources Fund; ING Senior Income Fund; ING
     Variable Insurance Trust; ING Variable Products Trust; ING VP Natural
     Resources Trust; and ING Partners, Inc. The number of Funds in the complex
     is as of January 31, 2008.

(3)  Ms. Baldwin and Messrs. Drotch, Crispin and Mathews each commenced services
     as Trustee on November 27, 2007.

(4)  Shaun Mathews, President, ING USFS Mutual Funds and Investment Products,
     has held a seat on the Board of Directors of The Mark Twain House & Museum
     since September 19, 2002. ING Groep N.V. affiliates make non-material,
     charitable contributions to The Mark Twain House & Museum.

(5)  Messrs. Crispin and Mathews. are deemed to be "interested persons" of the
     Trust as defined in the 1940 Act because of their relationship with ING
     Groep, N.V., the parent corporation of the Investment Adviser, ING
     Investments, LLC.

                                        5



Officers

        Information about the Trust's Officers are set forth in the table below:

                                                               Term of Office and Length           Principal Occupation(s)
Name, Address and Age           Positions Held with the Trust   of Time Served /1/, /2/          During the Last Five Years
-----------------------------   -----------------------------  -------------------------  -----------------------------------------
Shaun P. Mathews/3/             President and Chief            November 2006 - Present    President and Chief Executive Officer,
7337 East Doubletree Ranch Rd.  Executive Officer                                         ING Investments, LLC/4/ and ING Funds
Scottsdale, Arizona 85258                                                                 Services, LLC/5/ (December 2006 -
Age: 52                                                                                   Present)/6/; and Head of ING USFS Mutual
                                                                                          Funds and Investment Products (October
                                                                                          2004 - Present). Formerly, CMO, ING USFS
                                                                                          (April 2002 - October 2004); and Head of
                                                                                          Rollover/Payout (October 2001 - December
                                                                                          2003).

Michael J. Roland               Executive Vice President       February 2002 - Present    Head of Mutual Fund Platform (February
7337 East Doubletree Ranch Rd.                                                            2007 - Present); and Executive Vice
Scottsdale, Arizona 85258                                                                 President, ING Investments, LLC4 and ING
Age: 49                                                                                   Funds Services, LLC/4/ (December 2001 -
                                                                                          Present). Formerly, Head of Product
                                                                                          Management (January 2005 - January 2007);
                                                                                          Chief Compliance Officer, ING
                                                                                          Investments, LLC/3/, Directed Services,
                                                                                          LLC (October 2004 - December 2005); and
                                                                                          Chief Financial Officer and Treasurer,
                                                                                          ING Investments, LLC/4/ (December 2001 -
                                                                                          March 2005).

Stanley D. Vyner                Executive Vice President       May 1999 - Present         Executive Vice President, ING
7337 East Doubletree Ranch Rd.                                                            Investments, LLC/4/ (July 2000 - Present);
Scottsdale, Arizona 85258                                                                 and Chief Investment Risk Officer, ING
Age: 57                                                                                   Investments, LLC (January 2003 -
                                                                                          Present). Formerly, Chief Investment
                                                                                          Officer of International Investments, ING
                                                                                          Investments, LLC/4/ (August 2000 -
                                                                                          January 2003).

Joseph M. O'Donnell             Chief Compliance Officer       November 2004 -  Present   Chief Compliance Officer of the ING Funds
7337 East Doubletree Ranch Rd.                                                            (November 2004 - Present) and ING
Scottsdale, Arizona 85258                                                                 Investments, LLC/4/ and Directed
Age: 53                                                                                   Services, LLC (March 2006 - Present); and
                                Executive Vice President       March 2006 - Present       Executive Vice President of the ING Funds
                                                                                          (March 2006 - Present). Formerly, Chief
                                                                                          Compliance Officer of ING Life Insurance
                                                                                          & Annuity Company (March 2006 - December
                                                                                          2006); Vice President, Chief Legal
                                                                                          Counsel, Chief Compliance Officer and
                                                                                          Secretary of Atlas Securities, Inc.,
                                                                                          Atlas Advisers, Inc. and Atlas Funds
                                                                                          (October 2001 - October 2004).

Todd Modic                      Senior Vice President,         March 2005 - Present       Senior Vice President, ING Funds
7337 East Doubletree Ranch Rd.  Chief/ Principal Financial                                Services, LLC/5/ (April 2005 -
Scottsdale, Arizona 85258       Officer and Assistant                                     Present). Formerly, Vice President, ING
Age: 40                         Secretary                                                 Funds Services, LLC/4/ (September 2002
                                                                                          - March 2005); and Director of Financial
                                                                                          Reporting, ING Investments, LLC/4/
                                                                                          (March 2001 - September 2002).

Kimberly A. Anderson            Senior Vice President          November 2003 - Present    Senior Vice President, ING Investments,
7337 East Doubletree Ranch Rd.                                                            LLC/4/ (October 2003 - Present).
Scottsdale, Arizona 85258                                                                 Formerly, Vice President and Assistant
Age: 43                                                                                   Secretary, ING Investments, LLC/4/
                                                                                          (January 2001 - October 2003).

Ernest J. C'DeBaca              Senior Vice President          May 2006 - Present         Senior Vice President, ING Funds
7337 East Doubletree Ranch Rd.                                                            Services, LLC/5/ (April 2006 - Present).
Scottsdale, Arizona 85258                                                                 Formerly, Counsel ING Americas, U.S.
                                                                                          Legal Services (January 2004 - March
                                                                                          2006); and Attorney-Adviser, U.S.
                                                                                          Securities

                                        6



                                                               Term of Office and Length           Principal Occupation(s)
Name, Address and Age           Positions Held with the Trust   of Time Served /1/, /2/          During the Last Five Years
-----------------------------   -----------------------------  -------------------------  -----------------------------------------
Age: 38                                                                                   and Exchange Commission (May 2001 -
                                                                                          December 2003).

Robert Terris                   Senior Vice President          May 2006 - Present         Senior Vice President Operations, ING
7337 East Doubletree Ranch Rd.                                                            Funds (May 2006 - Present); and Vice
Scottsdale, Arizona 85258                                                                 President, Head of Division Operations,
Age: 37                                                                                   ING Funds Services, LLC/4/ (March 2006
                                                                                          - Present). Formerly, Vice President of
                                                                                          Administration, ING Funds Services,
                                                                                          LLC/5/ (October 2001 - May 2006).

Robyn L. Ichilov                Vice President and Treasurer   May 1999 - Present         Vice President and Treasurer, ING Funds
7337 East Doubletree Ranch Rd.                                                            Services, LLC/5/ (October 2001 -
Scottsdale, Arizona 85258                                                                 Present) and ING Investments, LLC/4/
Age: 40                                                                                   (August 1997 - Present).

William Evans                   Vice President                 September 2007 - Present   Vice President, Head of Mutual Fund
10 State House Square                                                                     Advisory Group (April 2007 - Present).
Hartford, CT 06103                                                                        Formerly, Vice President, U.S. Mutual
Age: 35                                                                                   Funds and Investment Products (May 2005 -
                                                                                          April 2007); and Senior Fund Analyst,
                                                                                          U.S. Mutual Funds and Investment Products
                                                                                          (May 2002 - May 2005).

Lauren D. Bensinger             Vice President                 February 2003 - Present    Vice President and Chief Compliance
7337 East Doubletree Ranch Rd.                                                            Officer, ING Funds Distributor, LLC/6/
Scottsdale, Arizona 85258                                                                 (July 1995 - Present); and Vice
Age: 54                                                                                   President, ING Investments, LLC/4/
                                                                                          (February 1996 - Present); and Director
                                                                                          of Compliance, ING Investments, LLC/3/
                                                                                          (October 2004 - Present). Formerly, Chief
                                                                                          Compliance Officer, ING Investments,
                                                                                          LLC/4/ (October 2001 - October 2004).

Maria M. Anderson               Vice President                 September 2004 - Present   Vice President, ING Funds Services,
7337 East Doubletree Ranch Rd.                                                            LLC/4/ (September 2004 - Present).
Scottsdale, Arizona 85258                                                                 Formerly, Assistant Vice President, ING
Age: 49                                                                                   Funds Services, LLC/5/ (October 2001 -
                                                                                          September 2004); and Manager of Fund
                                                                                          Accounting and Fund Compliance, ING
                                                                                          Investments, LLC/4/ (September 1999 -
                                                                                          October 2001).

Denise Lewis                    Vise President                 January 2007 - Present     Vice President, ING Funds Services,
7337 East Doubletree Ranch Rd.                                                            LLC/5/ (December 2006 - Present).
Scottsdale, Arizona 85258                                                                 Formerly, Senior Vice President, UMB
Age: 44                                                                                   Investment Services Group, LLC (November
                                                                                          2003 - December 2006); and Vice
                                                                                          President, Wells Fargo Funds Management,
                                                                                          LLC (December 2000 - August 2003).

Kimberly K. Palmer              Vice President                 March 2006 - Present       Vice President, ING Funds Services,
7337 East Doubletree Ranch Rd.                                                            LLC/4/ (March 2006 - Present).
Scottsdale, Arizona 85258                                                                 Formerly, Assistant Vice President, ING
Age: 50                                                                                   Funds Services, LLC/5/ (August 2004 -
                                                                                          March 2006); Manager, Registration
                                                                                          Statements, ING Funds Services, LLC/5/
                                                                                          (May 2003 - August 2004); Associate
                                                                                          Partner, AMVESCAP PLC (October 2000 -
                                                                                          May 2003); and Director of Federal Filings
                                                                                          and Blue Sky Filings, INVESCO Funds Group,
                                                                                          Inc. (March 1994 - May 2003).

                                        7




                                                               Term of Office and Length           Principal Occupation(s)
Name, Address and Age           Positions Held with the Trust   of Time Served /1/, /2/          During the Last Five Years
-----------------------------   -----------------------------  -------------------------  -----------------------------------------
Susan P. Kinens                 Assistant Vice President       February 2003 - Present    Assistant Vice President, ING Funds
7337 East Doubletree Ranch Rd.                                                            Services, LLC/5/ (December 2002 -
Scottsdale, Arizona 85258                                                                 Present); and has held various other
Age: 31                                                                                   positions with ING Funds Services,
                                                                                          LLC/5/ for more than the last five
                                                                                          years.

Huey P. Falgout, Jr.            Secretary                      August 2003 - Present      Chief Counsel, ING Americas, U.S. Legal
7337 East Doubletree Ranch Rd.                                                            Services (September 2003 - Present).
Scottsdale, Arizona 85258                                                                 Formerly, Counsel, ING Americas, U.S.
Age: 45                                                                                   Legal Services (November 2002 - September
                                                                                          2003); and Associate General Counsel of
                                                                                          AIG American General (January 1999 -
                                                                                          November 2002).

Theresa K. Kelety               Assistant Secretary            August 2003 - Present      Counsel, ING Americas, U.S. Legal
7337 East Doubletree Ranch Rd.                                                            Services (April 2003 - Present).
Scottsdale, Arizona 85258                                                                 Formerly, Senior Associate with Shearman
Age: 45                                                                                   & Sterling (February 2000 - April 2003).


----------
/1/  The Officers hold office until the next annual meeting of the Trustees and
     until their successors shall have been elected and qualified.

/2/  Unless otherwise noted, this column refers to ING Mutual Funds.

/3/  Mr. Mathews commenced service as the President and Chief Executive Officer
     on November 9, 2006.

/4/  ING Investments, LLC was previously named ING Pilgrim Investments, LLC. ING
     Pilgrim Investments, LLC is the sucessor in interest to ING Pilgrim
     Investments, Inc., which was previously known as Pilgrim Investments, Inc.
     and before that was known as Pilgrim America Investments, Inc.

/5/  ING Funds Services, LLC was previously named ING Pilgrim Group, LLC. ING
     Pilgrim Group, LLC is the sucessor in interest to ING Pilgrim Group, Inc.,
     which was previously known as Pilgrim Group, Inc. and before that was known
     as Pilgrim America Group, Inc.

/6/  ING Funds Distributor, LLC is the sucessor in interest to ING Funds
     Distributor, Inc., which was previously known as ING Pilgrim Securities,
     Inc., and before that was known as Pilgrim Securities, Inc., and before
     that was known as Pilgrim America Securities, Inc.

                                        8



Board

     The Board of Trustees of the Trust ("Board") governs the Fund and is
responsible for protecting the interests of the shareholders. The Trustees are
experienced executives who oversee the Fund's activities, review contractual
arrangements with companies that provide services to the Fund, and review the
Fund's performance.

Frequency of Board Meetings

     The Board currently conducts regular meetings eight (8) times a year. The
Audit Committee and the Compliance Committee each meet regularly four (4) times
per year; the Investment Review Committee meets six (6) times per year, the
Contracts Committee meets seven (7) times per year and the remaining Committees
meet as needed. In addition, the Board or the Committees may hold special
meetings by telephone or in person to discuss specific matters that may require
action prior to the next regular meeting. Each Committee listed below operates
pursuant to a Charter approved by the Board.

Recent Committee Changes

     Effective May 10, 2007, changes were made to the Board's Committee
structure. In particular, the Committee membership changes on that date, and
these changes are reflected in the discussion of the Committees that is set out
below. In addition, prior to May 10, 2007, the Board had a Valuation, Proxy and
Brokerage Committee. Effective May 10, 2007, the functions of the Valuation,
Proxy and Brokerage Committee and the Compliance Committee were combined. The
Compliance Committee was the surviving Committee, and now oversees valuation,
proxy and brokerage matters, as well as compliance issues. We also note that
Roger Vincent became the Chairman of the Board effective May 10, 2007. Prior to
that day, Jock Patton served as the Chairman of the Board.

Committees

     Executive Committee. The Board has established an Executive Committee whose
function is to act on behalf of the full Board between meetings when necessary.
The Executive Committee currently consists of three (3) Independent Trustees and
two (2) Trustees who are "interested persons," as defined in the Investment
Company Act of 1940, as amended ("1940 Act"). The following Trustees currently
serve as members of the Executive Committee: Ms. Pressler and Messrs. Boyer,
Crispin, Mathews and Vincent. Mr. Vincent, Chairman of the Board, serves as the
Chairperson of the Executive Committee.

     Prior to May 10, 2007, the Executive Committee consisted of two (2)
Independent Trustees and one (1) Trustee who was an "interested person," as
defined in the 1940 Act, of each Fund. During the period prior to May 10, 2007,
the following Trustees served as members of the Executive Committee: Messrs.
Turner, Vincent and Patton. Mr. Patton served as Chairperson of the Executive
Committee.


     The Executive Committee held three (3) meetings during the fiscal year
ended October 31, 2007.


Audit Committee. The Board has established an Audit Committee whose functions
include, among other things, meeting with the independent registered public
accounting firm of the Trust to review the scope of the Trust's audit, its
financial statements and interim accounting controls, and to meet with
management concerning these matters, among other things. The Audit Committee
currently consists of four (4) Independent Trustees. The following Trustees
currently serve as members of the Audit Committee: Ms. Chadwick and Messrs.
Drotch, Earley and Putnam. Mr. Earley currently serves as Chairperson of the
Audit Committee, and also has been designated as the Audit Committee's financial
expert under the Sarbanes-Oxley Act.

                                       9



     Prior to May 10, 2007, the following Trustees served as members of the
Audit Committee: Messrs. Earley, Kenny, Vincent and Putnam and Ms. Pressler.
During the period prior to May 10, 2007, Mr. Earley served as Chairperson of the
Audit Committee, and Mr. Kenny was designated as the Audit Committee's financial
expert under the Sarbanes-Oxley Act.


     The Audit Committee held five (5) meetings during the fiscal year ended
October 31, 2007.


     Compliance Committee. The Board has established a Compliance Committee for
the purpose of, among other things, coordinating activities between the Board
and the Chief Compliance Officer ("CCO") of the Trust. The Compliance Committee
facilitates the information flow among Board members and the CCO between Board
meetings; works with the CCO and management to identify the types of reports to
be submitted by the CCO to the Compliance Committee and the Board; coordinates
CCO oversight activities with other ING Fund boards; and makes recommendations
regarding the role, performance and oversight of the CCO. The Board also
oversees quarterly compliance reporting.

     Effective May 10, 2007, the functions of the Board's Valuation, Proxy and
Brokerage Committee were combined with the functions of the Compliance
Committee. As a result of this combination, the functions of the Compliance
Committee now include determining the value of securities held by the Funds for
which market value quotations are not readily available; overseeing management's
administration of proxy voting; and overseeing the effectiveness of the
investment adviser's usage of the Trust's brokerage and the adviser's compliance
with changing regulations regarding the allocation of brokerage for services
(other than pure trade executions).

     The Compliance Committee currently consists of five (5) Independent
Trustees: Messrs. Boyer, Kenny and Vincent and Mses. Baldwin and Pressler. Mr.
Kenny currently serves as Chairperson of the Compliance Committee.

     Prior to May 10, 2007, the Compliance Committee consisted of five (5)
Independent Trustees: Messrs. Boyer, Earley, Putnam, Kenny and Patton. Mr. Kenny
served as Chairperson of the Compliance Committee during the period prior to May
10, 2007.


     The Compliance Committee held five (5) meetings during the fiscal year
ended October 31, 2007.


     Valuation, Proxy and Brokerage Committee. As is discussed above, prior to
May 10, 2007 the Board had established and in place a Valuation, Proxy and
Brokerage Committee. On that date, the Board's Committees were reconstituted and
the functions of the Valuation, Proxy and Brokerage Committee were combined with
that of the Compliance Committee, and the reconstituted Compliance Committee was
the surviving Committee. The Compliance Committee now oversees valuation, proxy
voting and brokerage matters formerly overseen by the Valuation, Proxy and
Brokerage Committee.

     Prior to May 10, 2007, the Valuation, Proxy and Brokerage Committee
functions included, among others: reviewing the determination of the value of
securities held by the Trust for which market value quotations are not readily
available; overseeing management's administration of proxy voting; and
overseeing the effectiveness of the investment adviser's usage of the Trust's
brokerage; and overseeing the advisers' compliance with changing regulations
regarding the allocation of brokerage for services (other than pure trade
executions). The Valuation, Proxy and Brokerage Committee consisted of four (4)
Independent Trustees. The following Trustees served as members of the Valuation,
Proxy and Brokerage Committee: Dr. Gitenstein and Ms. Chadwick and Messrs. Boyer
and Patton. Ms. Chadwick served as Chairperson of the Valuation, Proxy and
Brokerage Committee.


     The Valuation, Proxy and Brokerage Committee heldthree (3) meetings during
the fiscal year ended October 31, 2007.


                                       10



     Nominating and Governance Committee. The Board has established a Nominating
and Governance Committee for the purpose of, among other things, (1) identifying
and recommending to the Board candidates it proposes for nomination to fill
Independent Trustee vacancies on the Board; (2) reviewing workload and
capabilities of Independent Board members and recommending changes to size or
composition of the Board, as necessary; (3) monitoring regulatory developments
and recommending modifications to the Committee's responsibilities; (4)
considering and recommending the creation of additional committees or changes to
Trustee policies and procedures based on rule changes and "best practices" in
corporate governance; (5) reviewing compensation of Independent Board members
and making recommendations for any changes; and (6) overseeing the Board's
annual self evaluation process.

     In evaluating candidates, the Nominating and Governance Committee may
consider a variety of factors, but it has not at this time set any specific
minimum qualifications that must be met. Specific qualifications of candidates
for Board membership will be based on the needs of the Board at the time of
nomination. The Nominating and Governance Committee will consider nominations
received from shareholders and shall assess shareholder nominees in the same
manner as it reviews its own nominees. A shareholder nominee for trustee should
be submitted in writing to the Trust's/Fund's Secretary. Any such shareholder
nomination should include at a minimum the following information as to each
individual proposed for nominations as trustee: such individual's written
consent to be named in the proxy statement as a nominee (if nominated) and to
serve as a trustee (if elected), and all information relating to such individual
that is required to be disclosed in the solicitation of proxies for election of
trustees, or is otherwise required, in each case under applicable federal
securities laws, rules and regulations.

     The Secretary shall submit all nominations received in a timely manner to
the Nominating Committee. To be timely, any such submission must be delivered to
the Fund's Secretary not earlier than the 90th day prior to such meeting and not
later than the close of business on the later of the 60th day prior to such
meeting or the 10th day following the day on which public announcement of the
date of the meeting is first made, by either the disclosure in a press release
or in a document publicly filed by the Funds with the SEC.

     The Nominating and Governance Committee consists of four (4) Independent
Trustees: Ms. Chadwick and Messrs. Boyer, Kenny and Vincent. Mr. Boyer serves as
Chairperson of the Nominating and Governance Committee.

     Prior to May 10, 2007, the membership of the Nominating and Governance
Committee consisted of four (4) Independent Trustees. The following Trustees
serve as members of the Nominating and Governance Committee: Dr. Gitenstein and
Messrs. Kenny, Patton and Vincent. During the period prior to May 10, 2007, Dr.
Gitenstein served as Chairperson of the Nominating and Governance Committee.


     During the fiscal year ended October 31, 2007, the Nominating Committee
held no (0) meetings.


     Investment Review Committee. The Board has established two Investment
Review Committees to, among other things, monitor the investment performance of
the Fund and make recommendations to the Board with respect to the Fund.

     The Investment Review Committee for the Domestic Equity Funds currently
consists of four (4) Independent Trustees and one (1) Trustee who is an
"interested person," as defined in the 1940 Act. The following Trustees serve as
members of the Investment Review Committee for the Domestic Equity Funds: Ms.
Chadwick and Messrs. Crispin, Drotch, Earley and Putnam. Ms. Chadwick serves as
Chairperson of the Investment Review Committee for the Domestic Equity Funds.

     Prior to May 10, 2007, the Investment Review Committee for the Domestic
Equity Funds was comprised of five (5) Independent Trustees and one (1) Trustee
who was an "interested person," as defined in the 1940 Act. During the period
prior to May 10, 2007, the following Trustees served as members of the
Investment Review Committee for the Domestic Equity Funds: Ms. Chadwick and
Messrs. Patton, Putnam, Earley, Turner

                                       11



and Vincent. Mr. Vincent served as Chairperson of the Investment Review
Committee for the Domestic Equity Funds.


     The Investment Review Committee for the Domestic Equity Funds held six (6)
meetings during the fiscal year ended October 31, 2007.


     The Investment Review Committee for the International/Balanced/Fixed Income
Funds currently consists of four (4) Independent Trustees and one (1) Trustee
who is an "interested person," as defined in the 1940 Act. The following
Trustees serve as members of the Investment Review Committee for the
International/Balanced/Fixed Income Funds: Mses. Baldwin and Pressler and
Messrs. Boyer, Kenny, Mathews and Vincent. Mr. Boyer serves as Chairperson of
the Investment Review Committee for the International/Balanced/Fixed Income
Funds.

     Prior to May 10, 2007, the Investment Review Committee for the
International/Balanced/Fixed Income Funds consisted of four (4) Independent
Trustees. During the period prior to May 10, 2007, the following Trustees seved
as members of the Investment Review Committee for the
International/Balanced/Fixed Income Funds: Ms. Pressleer and Dr. Gitenstein and
Messrs. Kenny and Boyer. Mr. Boyer served as Chairperson of the Investment
Review Committee for the International/Balanced/Fixed Income Funds.


     The Investment Review Committee for the International/Balanced/Fixed Income
Funds held six (6) meetings during the fiscal year ended October 31, 2007.


     Contracts Committee. The Board has established a Contracts Committee for
the purpose of overseeing the annual renewal process relating to all investment
advisory and sub-advisory agreements and, at the discretion of the Board, other
agreements or plans involving the ING Funds. The responsibilities of the
Contracts Committee include, among others things: (1) identifying the scope and
format of information to be provided by service providers in connection with
applicable renewals; (2) providing guidance to independent legal counsel
regarding specific information requests to be made by such counsel on behalf of
the Trustees; (3) evaluating regulatory and other developments that might have
an impact on applicable review and renewal processes; (4) reporting to the
Trustees its recommendations and decisions regarding the foregoing matters; (5)
assisting in the preparation of a written record of the factors considered by
Trustees relating to the approval and renewal of advisory and sub-advisory
agreements; and (6) recommending to the Trustees specific steps to be taken by
them regarding the renewal process, including, for example, proposed schedules
of meetings by the Trustees. The Contracts Committee is also responsible for
making substantive recommendations whether to approve, renew, reject or modify
agreements or plans.

     The Contracts Committee currently consists of five (5) Independent
Trustees. The following Trustees serve as members of the Contracts Committee:
Mses. Pressler and Chadwick and Messrs. Boyer, Putnam and Vincent. Ms. Pressler
serves as Chairperson of the Contract Committee.

     Prior to May 10, 2007, the Contract Committee consisted of five (5)
Independent Trustees. The following Trustees served as members of the Contracts
Committee: Mses. Chadwick and Pressler and Messrs. Boyer, Putnam and Vincent.
During the period prior to May 10, 2007, Ms. Pressler served as Chairperson of
the Contracts Committee.


     The Contracts Committee held five (5) meetings during the fiscal year ended
October 31, 2007.


                                       12



Trustee Ownership of Securities

     Share Ownership Policy

     In order to further align the interests of the Independent Trustees with
shareholders, it is the policy of the Board for Independent Trustees to own,
beneficially, shares of one or more funds in the ING Family of Funds at all
times ("Policy"). For the purpose of this Policy, indirect, beneficial ownership
of Fund shares includes: (a) ownership of a variable annuity contract or a
variable life insurance policy whose proceeds are invested in the Fund; and (b)
shares associated with amounts deferred under the Fund's deferred compensation
plans.

     Under this Policy, the initial value of investments in the ING Family of
Funds that are directly or indirectly, beneficially owned by a Trustee must
equal at least $50,000. Existing Trustees shall have a reasonable amount of time
from the date of adoption of this Policy in order to satisfy the foregoing
requirements. A new Trustee shall satisfy the foregoing requirements within a
reasonable amount of time of becoming a Trustee. A decline in the value of any
Fund investments will not cause a Trustee to have to make any additional
investments under this Policy.

                                       13



Set forth below is the dollar range of equity securities owned by each Trustee
as of December 31, 2007:


                                                                          Aggregate Dollar Range of Equity
                                                                            Securities in all Registered
                                                                          Investment Companies Overseen by
                                                                          Trustee in Family of Investment
Name of Trustee                          Diversified International Fund              Companies
--------------------------------------   ------------------------------   ---------------------------------
Independent Trustees
Colleen Baldwin/1/                                  None                                N/A
John V. Boyer                                       None                         $50,000 - $100,000
Patricia W. Chadwick                                None                           Over $100,000
Peter S. Drotch/1/                                  None                                N/A
J. Michael Earley                                   None                           Over $100,000
Patrick W. Kenny                                    None                         $10,000 - $50,000
                                                                                 Over $100,000/2/
Sheryl K. Pressler                                  None                         Over $100,000/2/
David W. C. Putnam                                  None                          Over $100,000
Roger B. Vincent                                    None                           Over $100,000
                                                                                 Over $100,000/2/
Trustees who are  "Interested Persons"
Robert W. Crispin/1/                                None                         Over $100,000/2/
Shaun P. Mathews/1/                                 None                         Over $100,000/2/


----------
/1/  Ms. Baldwin and Messrs. Drotch, Crispin and Mathews each commenced services
     as Trustee on November 28, 2007.

/2/  Held in a deferred compensation account and/or a 401(k) account.




Independent Trustee Ownership of Securities

     Set forth in the table below is information regarding each Independent
Trustee's (and his or her immediate family members) share ownership in
securities of the Fund's investment adviser or principal underwriter, and the
ownership of securities in an entity controlling, controlled by or under common
control with the investment adviser or principal underwriter of the Fund (not
including registered investment companies) as of December 31, 2007.

                         Name of Owners and
Name of Trustee       Relationship to Trustee  Company  Title of Class  Value of Securities  Percentage of Class
--------------------  -----------------------  -------  --------------  -------------------  -------------------
Colleen Baldwin/1/              N/A              N/A         N/A                 0                   N/A
John V. Boyer                   N/A              N/A         N/A                 0                   N/A
Patricia W. Chadwick            N/A              N/A         N/A                 0                   N/A
Peter S. Drotch/1/              N/A              N/A         N/A                 0                   N/A
J. Michael Earley               N/A              N/A         N/A                 0                   N/A
Patrick W. Kenny                N/A              N/A         N/A                 0                   N/A
Sheryl K. Pressler              N/A              N/A         N/A                 0                   N/A
David W. C. Putnam              N/A              N/A         N/A                 0                   N/A
Roger B. Vincent                N/A              N/A         N/A                 0                   N/A
----------
/1/  Ms. Baldwin and Mr. Drotch each commenced services as Trustee on November
     28, 2007.

                                       14



Compensation of Trustees

     A new compensation policy went into effect July 1, 2007. Pursuant to this
policy, each Trustee is reimbursed for expenses incurred in connection with each
meeting of the Board or any Committee attended. Further, each Independent
Trustee is compensated for his or her services, on a quarterly basis, according
to a fee schedule adopted by the Board. The fee schedule consists of an annual
retainer, and does not include additional compensation for attendance at regular
or special Board and Committee meetings. Further, Committee Chairpersons receive
an additional annual retainer for their services in that capacity.

     The Fund pays to each Independent Trustee who is not an interested person
of the Fund a pro rata share, of an annual retainer of $200,000. The Fund also
pays a pro rata portion of the following fees: (i) Mr. Vincent, as Chairperson
of the Board, receives an additional annual retainer of $75,000; (ii) Mses.
Chadwick and Pressler and Messrs. Earley, Boyer/(1)/ and Kenny, as Chairpersons
of Committees of the Board, each receives an additional annual retainer of
$40,000, $60,000, $30,000, $50,000, and $30,000, respectively; and (iii) the
Trustees' out-of-pocket expenses for attendance at Board meetings. The pro rata
share paid by the Fund is based on the Fund's average net assets, computed as a
percentage of the average net assets of all the funds managed by the Adviser or
its affiliate, Directed Services, LLC, for which the Trustees serve in common as
Trustees.

     Prior to July 1, 2007, each Trustee was reimbursed for expenses incurred in
connection with each meeting of the Board or any Committee attended. Each
Independent Trustee was compensated for his or her services according to a fee
schedule adopted by the Board, and received a fee that consisted of an annual
retainer and a meeting fee component.

     The Fund paid each Trustee who was not an interested person a pro rata
share, as described below, of (i) an annual retainer of $45,000 (Mses. Chadwick
and Pressler and Messrs. Earley, Boyer, Kenny, Vincent and Dr. Gitenstein/(1)/,
as Chairpersons of committees of the Board, each received an additional annual
retainer of $10,000, $15,000, $20,000, $20,000, $10,000, $20,000 and $10,000,
respectively. Mr. Patton, as Chairperson of the Board, received an additional
annual retainer of $30,000); (ii) $7,000 for each in person meeting of the Board
(Mr. Patton, as Chairperson of the Board, received an additional $1,000 for each
Board meeting); (iii) $3,000 per attendance of any Committee meeting
(Chairpersons of Committees of the Board received an additional $1,000 for each
Committee meeting); (iv) $2,000 per special telephonic meeting; and (v)
out-of-pocket expenses. The pro rata share paid by the Fund is based on the
Fund's average net assets as a percentage of the average net assets of all the
funds managed by the Investment Adviser or its affiliate, Directed Services LLC.
for which the Trustees serve in common as Trustees.

     The following table sets forth information provided by the Fund's
investment adviser regarding compensation of Trustees by the Fund and other
funds managed by ING Investments and its affiliates for the fiscal year ended
October 31, 2007. Officers of the Trust and Trustees who are interested persons
of the Trust do not receive any compensation from the Fund or any other funds
managed by ING Investments or its affiliates.

----------
/1/  Mr. Boyer receives an annual retainer of $40,000 for his services as the
     Chairperson of the Investment Review Committee -
     International/Balanced/Fixed Income, and he may receive up to $10,000 for
     his services as the Chairperson of the Nominating and Governance Committee.
     The $2,500 retainer payable to Mr. Boyer each quarter for his services to
     the Nominating and Governance Committee is paid only if the Committee has
     been active for that quarter. If the Nominating and Governance Committee
     has been active during all four quarters in a given year, the Chairperson
     will receive the full annual retainer of $10,000.

/2/  The Chairperson for the Nominating and Governance Committee was paid on a
     quarterly basis and only if the Nominating and Governance Committee had
     been active for that quarter. The compensation payable each quarter to the
     Chairperson was $2,500; if the Nominating and Governance Committee had been
     active for all four quarters, the Chairperson would receive the full annual
     retainer of $10,000.

                                       15



                               Compensation Table


                                                   Pension or
                                                   Retirement                    Total Compensation
                                                    Benefits       Estimated              From
                                                     Accrued        Annual            Registrant
                                    Diversified    As Part of      Benefits            and Fund
           Name of                 International      Fund          Upon             Complex Paid
       Person, Position                 Fund        Expenses    Retirement /1/   to Trustees /2/,/3/
--------------------------------   -------------   ----------   --------------   -------------------
Colleen D. Baldwin/4/                  $  422         N/A             N/A              $79,552
Trustee
John V. Boyer                          $ 1000         N/A             N/A              $220,651
Trustee
Patricia Chadwick                      $  874         N/A             N/A              $189,849
Trustee
Robert W. Crispin/4,5/                  N/A         N/A             N/A                   N/A
Trustee
Peter S. Drotch/4/                     $   91         N/A             N/A              $ 16,483
Trustee
J. Michael Earley                      $  951         N/A             N/A              $209,250
Trustee
R. Barbara Gitenstein/6/               $1,475         N/A             N/A              $297,693
Trustee
Patrick W. Kenny/7/                    $  910         N/A             N/A              $199,312
Trustee
Shaun P. Mathews/4,5/                   N/A         N/A             N/A                   N/A
Trustee
Walter H. May/8/                       $1,193         N/A             N/A              $315,750
Trustee
Jock Patton/9/                         $1,882         N/A             N/A              $409,250
Trustee
Sheryl Pressler/7/                     $  968         N/A             N/A              $210,250
Trustee
David W.C. Putnam                      $  809         N/A             N/A              $177,750
Trustee
John G. Turner/5,10/                      N/A         N/A             N/A                   N/A
Roger Vincent/7/                       $  996         N/A             N/A              $217,500
Trustee

----------
/1/  The Fund has adopted a retirement policy under which a Trustee who has
     served as an Independent Trustee for five years or more will be paid by the
     ING Funds at the time of his or her retirement an amount equal to twice the
     compensation normally paid to the Independent Trustee for one year of
     service. The amount reflected is compensation from all funds in the
     Complex.

/2/  Trustee compensation includes compensation paid by funds that are not
     discussed in the Prospectuses or SAI.


/3/  Represents compensation from 181 funds (total in complex as of October 31,
     2007).

/4/  Ms. Baldwin and Messrs. Crispin, Drotch and Mathews each commenced services
     as Trustees on November 28, 2007. From May 9, 2007 through November 28,
     2007, Ms. Baldwin was a non-voting Board consultant. From September 1,
     2007 through November 28, 2007, Mr. Drotch was a non-voting Board
     consultant. Compensation paid to Ms. Baldwin and Mr. Drotch represents
     payment received for service as a non-voting Board consultant.


/5/  "Interested person," as defined in the 1940 Act, of the Trust because of
     the affiliation with ING Groep, N.V., the parent corporation of ING
     Investments, LLC and the Distributor. Officers and Trustees who are
     interested persons do not receive any compensation from the Fund.

/6/  Dr. Gitenstein retired as Trustee on September 10, 2007.


/7/  During the fiscal year ended October 31, 2007, Patrick Kenny, Sheryl
     Pressler and Roger Vincent deferred $53,688, $105,650 and $55,975 of their
     compensation, respectively from the Fund Complex.

/8/  Mr. May retired as a Trustee on January 11, 2007.


                                       16




/9/  Mr. Patton retired as Trustee on June 30, 2007.

/10/ Mr. Turner retired as Trustee on October 25, 2007. Class and Percentage of
     Class


Control Persons and Principal Shareholders


     "Control" is defined by the 1940 Act as the beneficial ownership, either
directly or through one or more controlled companies, of more than 25% of the
voting securities of the company. A control person may be able to take actions
regarding its Fund without the consent or approval of shareholders. As of
February 5, 2008, the Trustees and officers of the Trust as a group owned less
than 1% of any class of the Fund's outstanding shares. As of that date, to the
knowledge of management, no person owned beneficially or of record more than 5%
of the outstanding shares of the Fund, except as set forth below. Unless
otherwise indicated below, the Trust has no knowledge as to whether all or any
portion of the shares owned of record are also owned beneficially.



                                               Class and
                                                Record     Percentage   Percentage
                 Address                       Ownership    of Class     of Fund
--------------------------------------------   ---------   ----------   ----------
MLPF&S for the Sole Benefit of its Customers    Class A       9.60%       6.11%
          Attn. Fund Administration
    4800 Deer Lake Drive East, 2nd Floor
         Jacksonville, FL 32246-6484

MLPF&S for the Sole Benefit of its Customers    Class B       9.24%       0.68%
          Attn. Fund Administration
    4800 Deer Lake Drive East, 2nd Floor
         Jacksonville, FL 32246-6484

       Citigroup Global Markets, Inc.           Class C       13.6%       3.94%
              Attn. Peter Booth
        333 W. 34th Street, 7th Floor
           New York, NY 10001-2402

MLPF&S for the Sole Benefit of its Customers    Class C      26.27%       7.60%
          Attn. Fund Administration
    4800 Deer Lake Drive East, 2nd Floor
         Jacksonville, FL 32246-6484

    State Street Bank and Trust Co. Cust.       Class I      64.95%       0.00%
        Lois W. Lewellen IRA Rollover
                 PO Box 458
          Colmesneil, TX 75938-0458

    State Street Bank and Trust Co. Cust.       Class I      14.03%       0.00%
     FBO Martha Ann Murphy Rollover IRA
            4611 South Garden Dr.
           Beaumont, TX 77705-9591

    State Street Bank and Trust Co. Cust.       Class I      16.30%       0.00%
        Roth Combined IRA 01/01/2004
            FBO Linda I Comstock
              7226 Oakland Ave.
          Richfield, MN 55423-3224

 ING USA Annuity and Life Insurance Company     Class R      99.99%       0.07%
              1475 Dunwoody Dr.
         Westchester, PA 19380-1478


                                     ADVISER

     The investment adviser for the Fund is ING Investments, LLC ("ING
Investments" or "Adviser"), which is registered with the SEC as an investment
adviser and serves as an investment adviser to registered investment companies
(or series thereof), as well as structured finance vehicles. ING Investments,
subject to the authority of the Trustees of the Fund, has the overall
responsibility for the management of the Fund's

                                       17



portfolio. ING Investments is an indirect, wholly-owned subsidiary of ING Groep
N.V. (NYSE: ING) ("ING Groep"). ING Groep is one of the largest financial
services organizations in the world with approximately 120,000 employees. Based
in Amsterdam, ING Groep offers an array of banking, insurance and asset
management services to both individual and institutional investors.

     ING Investments serves pursuant to a separate investment management
agreement ("Investment Advisory Agreement") between ING Investments and the
Trust, on behalf of the Fund. The Investment Advisory Agreement requires ING
Investments to oversee the provision of the investment advisory and portfolio
management services for the Fund.

     The Investment Advisory Agreement requires ING Investments to provide,
subject to the supervision of the Board, investment advice and investment
services to the Fund and to furnish advice and recommendations with respect to
investment of the Fund's assets and the purchase or sale of its portfolio
securities. ING Investments also provides investment research and analysis. The
Investment Advisory Agreement provides that ING Investments is not subject to
liability to the Fund for any act or omission in the course of, or connected
with, rendering services under the Agreement, except by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of its
obligations and duties under the Investment Advisory Agreement.

     After an initial term of two years, the Investment Advisory Agreement
continues in effect from year to year so long as such continuance is
specifically approved at least annually by (a) the Board or (b) the vote of a
"majority" (as defined in the 1940 Act) of the Fund's outstanding shares voting
as a single class; provided, that in either event the continuance is also
approved by at least a majority of the Board who are not "interested persons"
(as defined in the 1940 Act) of ING Investments by vote cast in person at a
meeting called for the purpose of voting on such approval.

     In considering whether to approve the Investment Advisory Agreement, the
Board considered a number of factors they believed, in light of the legal advice
furnished to them by their independent counsel, and their own business judgment,
to be relevant. For information regarding the basis for the Board's approval of
the Investment Advisory Agreement for the Fund, please refer to the semi-annual
shareholder report that will be dated April 30, 2008.

     The Investment Advisory Agreement is terminable without penalty upon notice
given by the Board or by a vote of the holders of a majority of the Fund's
outstanding shares voting as a single class, or upon sixty (60) days' notice
given by ING Investments. The Investment Advisory Agreement will terminate
automatically in the event of its "assignment" (as defined in the 1940 Act).

                            Total Advisory Fees Paid

     ING Investments will not receive an investment management fee.

     ING Investments pays ING Investment Management Co. ("Consultant") a
consulting fee equal to the percentages set out in the following percentages
based on the Fund's average daily net assets:

               0.03% of the first $500 million;
               0.025% of the next $500 million;
               0.02% of the next $1 billion; and
               0.01% over $2 billion.

                              Investment Committee

     An Investment Committee of ING Investments reviews the allocation of the
Fund's assets. The Investment Committee is responsible for the day-to-day
management of the Fund. No member of the Asset Allocation Committee is solely
responsible for making recommendations for portfolio purchase or sales or

                                       18



asset allocation recommendations.


     The Investment Committee consists of the following persons: William A.
Evans, Michael J. Roland and Paul Zemsky.


William A. Evans, CFA, Vice President, USFS Mutual Funds and Investment
Products, has been with ING since 2002. Prior to joining ING, Mr. Evans was a
portfolio manager for high net worth and institutional clients for Fleet
Investment Advisors from 1997 to 2002.

Michael J. Roland, has been Executive Vice President, ING Funds, since 2002 and
Executive Vice President, ING Investments, LLC, since 2001. Mr. Roland has been
with ING since June 1998 and has held various positions within ING relating to
ING's mutual fund administration.


Paul Zemsky, head of ING's Multi-Asset Strategies & Solutions Group. Mr. Zemsky
joined ING IM in 2005 as Head of Derivative Strategies. Prior to joining ING,
Mr. Zemsky spent 18 years with J.P. Morgan Investment Management where he held
numerous positions.


Other Accounts Managed


Other managed accounts as of December 31, 2007:



                                 Registered Investment         Other Pooled
                                      Companies            Investment Vehicles         Other Accounts
                             ---------------------------  -----------------------  -----------------------
                              Number of                   Number of                Number of
Investment Committee Member   Accounts     Total Assets   Accounts   Total Assets  Accounts*  Total Assets
---------------------------  ----------  ---------------  ---------  ------------  ---------  ------------
William A. Evans                 13      $12,483,714,071     0        $         0     0        $         0
Michael J. Roland                13      $12,483,714,071     0        $         0     0        $         0
Paul Zemsky                      43      $15,713,808,661     1        $90,399,126     2        $55,989,007


*    None of these accounts has an advisory fee based on the performance of the
     account.

Potential Conflict of Interest


     Potential conflicts of interest may arise in the Investment Committee
members' management of the Fund. The Investment Committee may be subject to
competing interests that have the potential to influence its decision making
with regard to the allocation of the Fund's assets. For example, one Underlying
Fund may pay advisory fees that are higher than others, and some Underlying
Funds have a sub-adviser ("Sub-Adviser") that is affiliated with ING
Investments, while others do not.


     Therefore, the Investment Committee may have an incentive to allocate the
Fund's assets in a manner that benefits ING Investments' or an affiliate's
interests, or the interests of an Underlying Fund in addition to or in lieu of
the Fund's interests. In addition, the Investment Committee may believe that
certain Underlying Funds may benefit from additional assets or could be harmed
by redemptions.

                                       19



Compensation Structure of Investment Committee Members

     An Investment Committee member's compensation consists of (a) base pay in
the form of a fixed annual salary; (b) bonus which is based on several factors
including the individual's performance rating, the pre-tax performance of the
ING entity that employs the member, and the performance of ING Groep and its
subsidiaries in the United States ("U.S."); and (c) long-term equity awards tied
to the performance of the parent company, ING Groep. The Investment Committee
members each have substantial additional duties for the entity that employs him
or her, or to the Board of Trustees of the ING Funds. Thus, their individual
performance ratings will be based in large part on services other than the
Investment Committee, although the value of the assets held in the Fund and the
performance of the Fund may be a factor in a member's job performance rating.

     Based on job function, internal comparators and external market data, the
Investment Committee members participate in the ING Long-Term Incentive Plan.
The awards vest in three years and are paid in a combination of ING restricted
stock, stock options and restricted performance units.

     The Investment Committee Member, whose fixed base salary compensation
exceeds a particular threshold, may participate in ING's deferred compensation
plan. The plan provides an opportunity to invest deferred amounts of
compensation in mutual funds, ING stock or at annual fixed interest rates.
Deferral elections are done on an annual basis and the amount of compensation
deferred is irrevocable.

     The Investment Committee members participate in ING's Pension and
Retirement Plans, which are available generally to all salaried employees.

Investment Committee Members Ownership of Securities


     The following table shows the dollar range of shares of the Fund owned by
each Investment Committee member as of December 31, 2007, including investments
by his/her immediate family members and amounts invested through retirement and
deferred compensation plans.



                               Dollar Range of
Investment Committee Member   Fund Shares Owned
---------------------------   -----------------
William A. Evans                    None
Michael J. Roland                   None
Paul Zemsky                         None


                INFORMATION ABOUT ING INVESTMENT MANAGEMENT, CO.


ING Investment Management Co. ("ING IM") has also been engaged to act as a
consultant to ING Investments. ING IM will perform tactical asset allocation
analysis for ING Investments regarding the Fund. Both ING IM and ING Investments
are indirect, wholly-owned subsidiaries of ING Groep. ING Investments retains
sole authority over the allocation of the Fund's assets and the selection of the
particular Underlying Funds in which the Fund will invest. ING IM's principal
address is 230 Park Avenue, New York, New York 10169. ING IM was paid an annual
consulting fee of $122,039 for the fiscal year ended October 31, 2007.


                                       20



                  DISCLOSURE OF THE FUND'S PORTFOLIO SECURITIES

     The Fund is required to file its complete portfolio holdings schedule with
the SEC on a quarterly basis. This schedule is filed with the Fund's annual and
semi-annual shareholder reports on Form N-CSR for the second and fourth fiscal
quarters and on Form N-Q for the first and third fiscal quarters.


     In addition, the Fund posts its portfolio holdings schedule on ING's
website on a month-end basis and it is available on the 30 days after the end of
the previous calendar month. The portfolio holdings schedule is as of the last
day of the calendar month.

     (i.e., the Fund will post its month-end June 30 holdings on July 30).


     The Fund also compiles a list composed of its ten largest holdings ("Top
Ten"). This information is produced monthly, and is made available on ING's
website, on the tenth day of each month. The Top Ten holdings information is as
of the last day of the previous month.

     Investors (both individual and institutional), financial intermediaries
that distribute the Fund's shares and most third parties may receive the Fund's
annual or semi-annual shareholder reports, or view on ING's website, the Fund's
portfolio holdings schedule. The Top Ten list also is provided in quarterly Fund
descriptions that are included in the offering materials of variable life
insurance products and variable annuity contracts.

     Other than in regulatory filings or on ING's website, the Fund may provide
its portfolio holdings to certain unaffiliated third-parties and affiliates when
the Fund has a legitimate business purpose for doing so. Unless otherwise noted
below, the Fund's disclosure of its portfolio holdings will be on an as-needed
basis, with no lag time between the date of which information is requested and
the date information is provided. Specifically, the Fund's disclosure of its
portfolio holdings may include disclosure:

     .    To the Fund's independent registered public accounting firm, named
          herein, for use in providing audit opinions;

     .    To financial printers for the purpose of preparing Fund regulatory
          filings;

     .    For the purpose of due diligence regarding a merger or acquisition;

     .    To a new adviser prior to the commencement of its management of the
          Fund;

     .    To rating and ranking agencies such as Bloomberg, Morningstar, Lipper
          and Standard & Poor's;

     .    To consultants for use in providing asset allocation advice in
          connection with investments by affiliated funds-of-funds in the Fund;

     .    To service providers, such as proxy voting and class action services
          providers, on a daily basis, in connection with their providing
          services benefiting the Fund;

     .    To a third party for purposes of effecting in-kind redemptions of
          securities to facilitate orderly redemption of portfolio assets and
          minimal impact on remaining Fund shareholders; or

     .    To certain third parties, on a weekly basis with no lag time, that
          have financed the Fund's Class B shares.

     In all instances of such disclosure the receiving party, by agreement, is
subject to a duty of confidentiality, including a duty not to trade on such
information.

     The Board has adopted policies and procedures ("Policies") designed to
ensure that disclosure of information regarding the Fund's portfolio securities
is in the best interests of Fund shareholders, including procedures to address
conflicts between the interests of the Fund's shareholders, on the one hand, and
those of the Fund's adviser, principal underwriter or any affiliated person of
the Fund, its adviser, or its principal underwriter, on the other. Such Policies
authorize the Fund's administrator to implement the Board's policies and direct
the administrator to document the expected benefit to shareholders. Among other
considerations, the administrator is directed to consider whether such
disclosure may create an advantage for the recipient or its affiliates or their
clients over that of the Fund's shareholders. Similarly, the administrator is
directed to consider, among other things, whether the disclosure of portfolio
holdings creates a conflict between the

                                       21



interests of shareholders and the interests of ING Investments, principal
underwriter and their affiliates. The Board has authorized the senior officers
of the Fund's administrator to authorize the release of the Fund's portfolio
holdings, as necessary, in conformity with the foregoing principles and to
monitor for compliance with the Policies. The Fund's administrator reports
quarterly to the Board regarding the implementation of the Policies.

     The Fund has the following ongoing arrangements with certain third parties
to provide the Fund's full portfolio holdings:


                                                                     Time Lag Between Date
                                                                      of Information and
        Party                        Purpose           Frequency   Date Information Released
-------------------------   ------------------------   ---------   -------------------------
Societe Generale
Constellation               Class B shares financing   Weekly      None

Institutional Shareholder   Proxy Voting               Daily       None
Services, Inc               & Class Action
                            Services

Charles River Development   Compliance                 Daily       None


     All of the arrangements in the table above are subject to the Policies
adopted by the Board to ensure such disclosure is for a legitimate business
purpose and is in the best interests of the Fund and its shareholders. The
Fund's Board must approve any material change to the Policies. The Policies may
not be waived, or exceptions made, without the consent of ING's Legal
Department. All waivers and exceptions involving the Fund will be disclosed to
the Fund's Board no later than its next regularly scheduled quarterly meeting.
No compensation or other consideration may be received by the Fund, ING
Investments, or any other party in connection with the disclosure of portfolio
holdings in accordance with the Policies.

                             PROXY VOTING PROCEDURES


     The Board has adopted proxy voting procedures and guidelines to govern the
voting of proxies relating to the Fund's portfolio securities. The procedures
provide that funds-of-funds, including the Fund, will "echo" vote their
interests in Underlying Funds. This means that, if the Fund must vote on a
proposal with respect to an Underlying Fund, the Fund will vote its interest in
that Underlying Fund in the same proportion all other shareholders in the
Underlying Fund voted their interests. The effect of echo voting may be that a
small number of shareholders may determine the outcome of a vote. The procedures
delegate to ING Investments the authority to vote proxies relating to portfolio
securities, and provide a method for responding to potential conflicts of
interest. In delegating voting authority to ING Investments, the Board has also
approved ING Investments' proxy voting procedures, which require ING Investments
to vote proxies in accordance with the Fund's proxy voting procedures and
guidelines. An independent proxy voting service has been retained to assist in
the voting of Fund proxies through the provision of vote analysis,
implementation and recordkeeping and disclosure services. In addition, the
Compliance Committee oversees the implementation of the Fund's proxy voting
procedures. A copy of the proxy voting procedures and guidelines of the Fund,
including procedures of ING Investments, is attached hereto as Appendix A. No
later than August 31st of each year, information regarding how the Fund voted
proxies relating to portfolio securities for the one-year period ending June
30th is available through the ING Funds' website (www.ingfunds.com) or by
accessing the SEC's EDGAR database (www.sec.gov).


                                       22



                                  ADMINISTRATOR

     ING Funds Services, LLC ("Administrator") serves as administrator for the
Fund pursuant to an Administration Agreement. Subject to the supervision of the
Board, the Administrator provides the overall business management and
administrative services necessary to the proper conduct of the Fund's business,
except for those services performed by ING Investments under the Investment
Management Agreement, the custodian for the Fund under the Custodian Agreement,
the transfer agent for the Fund under the Transfer Agency Agreement, and such
other service providers as may be retained by the Fund from time to time. The
Administrator acts as a liaison among these service providers to the Fund. The
Administrator is also responsible for monitoring the Fund's compliance with
applicable legal requirements and the investment policies and restrictions of
the Fund and provides office space for the Trust. The Administrator is an
affiliate of the Adviser. The Administrator receives an annual administration
fee equal to 0.10% of the Fund's average daily net assets.

                         Total Administrative Fees Paid

                                    October 31,
                            -----------------------------
   Fund                       2007         2006      2005
-------------------------   --------   -----------   ----
Diversified International   $410,369   $119,769/1/    N/A




1    Diversified  International Fund commenced  operations on December 21, 2005.
     Reflects the ten-month period from December 21, 2005 to October 31, 2006.

                          EXPENSE LIMITATION AGREEMENT


     ING Investments has entered into an expense limitation agreement ("Expense
Limitation Agreement") with the Fund pursuant to which ING Investments has
agreed to waive or limit its fees. In connection with this agreement and certain
U.S. tax requirements, ING Investments will assume other expenses so that the
total annual ordinary operating expenses of the Fund (which excludes interest,
taxes, brokerage commissions, other investment-related costs, extraordinary
expenses such as litigation, other expenses not incurred in the ordinary course
of the Fund's business, and expenses of any counsel or other persons or services
retained by the Trust's Trustees who are not "interested persons" (as defined in
the 1940 Act) of the Adviser or Consultant do not exceed:



Fund                           Class A   Class B   Class C   Class I   Class R   Class W
----------------------------   -------   -------   -------   -------   -------   -------
Diversified International/1/    0.35%     1.10%     1.10%     0.10%     0.60%     0.10%



(1)  Total Expense Limit, including expenses of the underlying investment
     companies, is 1.47%, 2.22%, 2.22%, 1.22%, 1.72% and 1.22% for Class A,
     Class B, Class C, Class I, Class R and Class W, respectively.


     The Fund will at a later date reimburse ING Investments for management fees
waived and other expenses assumed by ING Investments during the previous
thirty-six (36) months, but only if, after such reimbursement, the Fund's
expense ratio does not exceed the percentage described above. ING Investments
will only be reimbursed for fees waived or expenses assumed after the effective
date of the expense limitation agreements.

     The expense limitation agreement is contractual and, after an initial term,
shall renew automatically for one-year terms unless ING Investments provides
written notice of termination of the agreement to the Independent Chairman of
the Board within ninety (90) days' of the end of the then-current term for the
Fund or upon termination of the Investment Advisory Agreement. The Expense
Limitation Agreement may also be terminated by the Trust, without payment of any
penalty, upon written notice to ING Investments at its principal place of
business within ninety (90) days' of the end of the then-current term for the
Fund.

                                       23


                                   DISTRIBUTOR

     Shares of the Fund are distributed by the Distributor pursuant to an
Underwriting Agreement between the Trust and the Distributor on behalf of the
Fund. The Underwriting Agreement requires the Distributor to use its best
efforts on a continuing basis to solicit purchases of shares of the Fund. The
Trust and the Distributor have agreed to indemnify each other against certain
liabilities. At the discretion of the Distributor, all sales charges may at
times be reallowed to an authorized dealer ("Authorized Dealer"). If 90% or more
of the sales commission is reallowed, such Authorized Dealer may be deemed to be
an "underwriter" as that term is defined under the Securities Act of 1933, as
amended ("1933 Act"). After an initial term, the Underwriting Agreement will
remain in effect from year to year only if continuance is approved annually by a
majority of the Board who are not parties to such agreement or "interested
persons" of any such party and must be approved either by votes of a majority of
the Trustees or a majority of the outstanding voting securities of the Fund. See
the Prospectus for information on how to purchase and sell shares of the Fund,
and the charges and expenses associated with an investment. The sales charge
retained by the Distributor and the commissions reallowed to selling dealers are
not an expense of the Fund and have no effect on the NAV of the Fund. The
Distributor's address is 7337 East Doubletree Ranch Road, Scottsdale, Arizona
85258. The Distributor, a Delaware limited liability corporation, is an
affiliate of ING Investments and is an indirect, wholly-owned subsidiary of ING
Groep.

     ING Investments or its respective affiliates may make payments to
securities dealers that enter into agreements providing the Distributor with
access to registered representatives of the securities dealer. These payments
may be in an amount up to 0.07% of the total Fund assets held in omnibus
accounts or in customer accounts that designate such firm(s) as the selling
broker-dealer.

     For the fiscal year ended October 31, 2007, the Distributor received the
following amounts in sales charges in connection with sale of shares:


                            Class A Sales Charges   Class A Sales Charges
                                 Before Dealer           After Dealer       Class B Deferred   Class C Deferred
Fund                             Re-Allowance            Re-Allowance         Sales Charges      Sales Charges
-------------------------   ---------------------   ---------------------   ----------------   ----------------
Diversified International          $379,339                 $1,221                 --              $30,178


     For the fiscal year ended October 31, 2006, the Distributor received the
following amounts in sales charges in connection with sale of shares:

                            Class A Sales Charges   Class A Sales Charges
                                Before Dealer            After Dealer       Class B Deferred   Class C Deferred
Fund                            Re-Allowance             Re-Allowance         Sales Charges      Sales Charges
-------------------------   ---------------------   ---------------------   ----------------   ----------------
Diversified International            --                       --                   --                 --

     The following table shows all commissions and other compensation received
by each principal underwriter, who is an affiliated person of the Fund's or an
affiliated person of that affiliated person, directly or indirectly during the
Fund's most recent fiscal year:


                                                    Net
                                 Name of       Underwriting     Compensation
                                Principal      Discount and    on Redemptions    Brokerage       Other
Fund                           Underwriter      Commissions   and Repurchases   Commissions   Compensation
-------------------------   ----------------   ------------   ---------------   -----------   ------------
Diversified International   ING Funds
                            Distributor, LLC     $379,339          $30,637         $4,650          $0


                                       24



                                RULE 12b-1 PLANS


     The Trust has a distribution plan or shareholder service plan pursuant to
Rule 12b-1 under the 1940 Act applicable to most classes of shares offered by
the Fund ("Rule 12b-1 Plans"). The Fund intends to operate the Rule 12b-1 Plans
in accordance with its terms and the Financial Industry Regulatory Authority
("FINRA") rules concerning sales charges. Under the Rule 12b-1 Plans, the
Distributor may be entitled to payment each month in connection with the
offering, sale, and shareholder servicing of Class A, Class B, Class C, and
Class R shares as a percentage of the Fund's average daily net assets as set
forth in the following table. The Fund does not have a 12b-1 Plan with respect
to the Class I shares or Class W shares.


                            Fees Based on Average Daily Net Assets
                            --------------------------------------
Fund                         Class A   Class B   Class C   Class R
-------------------------    -------   -------   -------   -------
Diversified International     0.25%     1.00%     1.00%     0.50%

     These fees may be used to cover the expenses of the Distributor primarily
intended to result in the sale of Class A, Class B, Class C, and Class R shares
of the Fund, including payments to dealers for selling shares of the Fund and
for servicing shareholders of these classes of the Fund. Activities for which
these fees may be used include: promotional activities; preparation and
distribution of advertising materials and sales literature; expenses of
organizing and conducting sales seminars; personnel costs and overhead of the
Distributor; printing of prospectuses and statements of additional information
(and supplements thereto) and reports for other than existing shareholders;
payments to dealers and others that provide shareholder services; interest on
accrued distribution expenses; and costs of administering the Rule 12b-1 Plans.
No more than 0.75% per annum of the Fund's average net assets may be used to
finance distribution expenses, exclusive of shareholder servicing payments, and
no Authorized Dealer may receive shareholder servicing payments in excess of
0.25% per annum of the Fund's average net assets held by the Authorized Dealer's
clients or customers.


     Under the Rule 12b-1 Plans, ongoing payments will generally be made on a
quarterly basis to Authorized Dealers for both distribution and shareholder
servicing at rates that are based on the average daily net assets of shares that
are registered in the name of that Authorized Dealer as nominee or held in a
shareholder account that designates that Authorized Dealer as the dealer of
record. The rates, on an annual basis, are as follows: 0.25% for Class A, 1.00%
for Class B, 1.00% for Class C, and 0.50% for Class R shares. Rights to these
payments begin to accrue in the 13th month following a purchase of Class A,
Class B or Class C shares. The Distributor may, in its discretion, pay such
financial intermediary 12b-1 fees prior to the 13th month following the purchase
of Class A, Class B, Class C, or Class R shares.


     With respect to the 12b-1 Plans, the Distributor will receive payment
without regard to actual distribution expenses it incurs. In the event a Rule
12b-1 Plan is terminated in accordance with its terms, the obligations of the
Fund to make payments to the Distributor pursuant to the Rule 12b-1 Plan will
cease and the Fund will not be required to make any payments for expenses
incurred after the date the Plan terminates.

     The Rule 12b-1 Plans have been approved by the Board, including all of the
Trustees who are not interested persons of the Trust as defined in the 1940 Act.
The Rule 12b-1 Plans must be renewed annually by the Board, including a majority
of the Trustees who are not interested persons of the Trust and who have no
direct or indirect financial interest in the operation of the Rule 12b-1 Plans,
cast in person at a meeting called for that purpose. It is also required that
the selection and nomination of such Trustees be committed to the Trustees who
are not interested persons. Each Rule 12b-1 Plan and any distribution or service
agreement may be terminated at any time, without any penalty, by such Trustees
or by a vote of a majority of the Fund's

                                       25



outstanding shares on written notice. The Distributor or any dealer or other
firm may also terminate their respective distribution or service agreement at
any time upon written notice.

     In approving each Rule 12b-1 Plan, the Board has determined that differing
distribution arrangements in connection with the sale of new shares of the Fund
are necessary and appropriate in order to meet the needs of different potential
investors. Therefore, the Board, including those Trustees who are not interested
persons of the Trust, concluded that, in the exercise of their reasonable
business judgment and in light of their fiduciary duties, there is a reasonable
likelihood that the Rule 12b-1 Plans as tailored to each class of the Fund, will
benefit the Fund and its shareholders.

     Each Rule 12b-1 Plan and any distribution or service agreement may not be
amended to increase materially the amount spent for distribution expenses as to
the Fund without approval by a majority of the Fund's outstanding shares, and
all material amendments to the Plan or any distribution or service agreement
shall be approved by the Trustees who are not interested persons of the Trust,
cast in person at a meeting called for the purpose of voting on any such
amendment.

     The Distributor is required to report in writing to the Board at least
quarterly on the monies reimbursed to it under each Rule 12b-1 Plan, as well as
to furnish the Board with such other information as may be reasonably requested
in connection with the payments made under the Rule 12b-1 Plan in order to
enable the Board to make an informed determination of whether the Rule 12b-1
Plan should be continued. The terms and provisions of the Rule 12b-1 Plan and
Shareholder Services Plan relating to required reports, term and approval are
consistent with the requirements of Rule 12b-1.

     Total distribution expenses incurred by the Distributor for the costs of
promotion and distribution with respect to each class of shares for the Fund for
the fiscal period ended October 31, 2007 were as follows:


Distribution Expenses              Class A     Class B     Class C    Class I   Class R
------------------------------   ----------   --------   ----------   -------   -------
Diversified International Fund
Advertising...................   $    4,691   $    415   $    1,939   $   107   $    8
Printing......................       89,130      7,888       36,836     2,035      154
Salaries & Commissions........      745,983     52,479      301,341     8,942    1,495
Broker Servicing..............      407,055     65,564      456,076     3,732      279
Miscellaneous.................      393,120     28,554      843,823     2,092      132
                                 ----------   --------   ----------   -------   ------
Total.........................   $1,639,980   $154,899   $1,640,015   $16,909   $2,068
                                 ==========   ========   ==========   =======   ======


Other Expenses

     In addition to the management fee and other fees described previously, the
Fund pays other expenses, such as legal, audit, transfer agency and custodian
out-of-pocket fees, proxy solicitation costs, and the compensation of Trustees
who are not affiliated with ING Investments. Most Fund expenses are allocated
proportionately among all of the outstanding shares of the Fund. However, the
Rule 12b-1 Plan fees for each class of shares are charged proportionately only
to the outstanding shares of that class.

                               PORTFOLIO TURNOVER

     A change in securities held in the portfolio of the Fund is known as
"portfolio turnover" and may involve the payment by the Fund of dealer mark-ups
or brokerage or underwriting commissions and other transaction costs on the sale
of securities, as well as on the reinvestment of the proceeds in other
securities.

                                       26



Portfolio turnover rate for a fiscal year is the percentage determined by
dividing the lesser of the cost of purchases or proceeds from sales of portfolio
securities by the average of the value of portfolio securities during such year,
all excluding securities whose maturities at acquisition were one year or less.
The Fund cannot accurately predict its turnover rate, however the rate will be
higher when the Fund finds it necessary to significantly change its portfolio to
adopt a temporary defensive position or respond to economic or market events. A
high turnover rate would increase expenses and may involve realization of
capital gains by the Fund.

                                 CODE OF ETHICS

     The Fund, ING Investments, and the Distributor have adopted a code of
ethics ("Code of Ethics" or written supervisory procedures) governing personal
trading activities of all Trustees, officers of the Fund and persons who, in
connection with their regular functions, play a role in the recommendation of
any purchase or sale of a security by the Fund or obtain information pertaining
to such purchase or sale. The Code of Ethics is intended to prohibit fraud
against the Fund that may arise from personal trading of securities that may be
purchased or held by the Fund or the Fund's shares. The Code of Ethics also
prohibits short-term trading of the Fund by persons subject to the Code of
Ethics. Personal trading is permitted by such persons subject to certain
restrictions; however such persons are generally required to pre-clear all
security transactions with the Fund's Compliance Department and to report all
transactions on a regular basis.

SUPPLEMENTAL DESCRIPTION OF FUND INVESTMENTS AND RISKS

Diversification


     The Fund is "diversified" within the meaning of the 1940 Act. In order to
qualify as diversified, the Fund must diversify its holdings so that at all
times at least 75% of the value of its total assets is represented by cash and
cash items (including receivables), securities issued or guaranteed as to
principal or interest by the United States or its agencies or instrumentalities,
securities of other investment companies, and other securities (for this purpose
other securities of any one issuer are limited to an amount not greater than 5%
of the value of the total assets of the Fund and to not more than 10% of the
outstanding voting securities of the issuer).


Investments, Investment Strategies and Risks

     The Fund normally invests all of its assets in shares of other ING Funds
("Underlying Funds"), as described in the Prospectuses. The investment
techniques described below may be pursued directly by the Underlying Funds. As a
general matter, the Fund does not invest directly in securities. However, the
Fund is subject to the risks described below indirectly through its investment
in the Underlying Funds. The Underlying Funds may use any or all of these
techniques at any one time, and the fact that an Underlying Fund may use a
technique does not mean that the technique will be used. An Underlying Fund's
transactions in a particular type of security or use of a particular technique
is subject to limitations imposed by the Underlying Fund's investment objective,
policies and restrictions described in the Underlying Fund's Prospectus and/or
SAI, as well as the federal securities laws.

EQUITY INVESTMENTS

Common Stock, Preferred Stock, Convertible Securities and Other Equity
Securities

     Common stocks represent an equity (ownership) interest in a company. This
ownership interest generally gives an Underlying Fund the right to vote on
issues affecting the company's organization and operations. Except for
Underlying Funds that are non-diversified, such investments may be diversified
over a cross-section of industries and individual companies. Some of these
companies will be organizations with market capitalizations of $500 million or
less or companies that have limited product lines, markets and financial
resources and are dependent upon a limited management group. Examples of
possible investments include emerging growth companies employing new technology,
cyclical companies, initial public offerings of

                                       27



companies offering high growth potential, or other corporations offering good
potential for high growth in market value. The securities of such companies may
be subject to more abrupt or erratic market movements than larger, more
established companies both because the securities typically are traded in lower
volume and because the issuers typically are subject to a greater degree to
changes in earnings and prospects.

     Other types of equity securities may also be purchased, such as preferred
stock, convertible securities, or other securities that are exchangeable for
shares of common stock. Preferred stock, unlike common stock, offers a stated
dividend rate payable from a corporation's earnings. Such preferred stock
dividends may be cumulative or non-cumulative, participating, or auction rate.
If interest rates rise, the fixed dividend on preferred stocks may be less
attractive, causing the price of preferred stocks to decline. Preferred stock
may have mandatory sinking fund provisions, as well as call/redemption
provisions prior to maturity, a negative feature when interest rates decline.
Dividends on some preferred stock may be "cumulative," requiring all or a
portion of prior unpaid dividends to be paid before dividends are paid on the
issuer's common stock. Preferred stock also generally has a preference over
common stock on the distribution of a corporation's assets in the event of
liquidation of the corporation, and may be "participating," which means that it
may be entitled to a dividend exceeding the stated dividend in certain cases.
The rights of preferred stocks on the distribution of a corporation's assets in
the event of liquidation are generally subordinate to the rights associated with
a corporation's debt securities.

     A convertible security is a security that may be converted either at a
stated price or rate within a specified period of time into a specified number
of shares of common stock. By investing in convertible securities, an Underlying
Fund seeks the opportunity, through the conversion feature, to participate in
the capital appreciation of the common stock into which the securities are
convertible, while investing at a better price than may be available on the
common stock or obtaining a higher fixed rate of return than is available on
common stocks. The value of a convertible security is a function of its
"investment value" (determined by its yield in comparison with the yields of
other securities of comparable maturity and quality that do not have a
conversion privilege) and its "conversion value" (the security's worth, at
market value, if converted into the underlying common stock). The credit
standing of the issuer and other factors may also affect the investment value of
a convertible security. The conversion value of a convertible security is
determined by the market price of the underlying common stock. If the conversion
value is low relative to the investment value, the price of the convertible
security is governed principally by its investment value. To the extent the
market price of the underlying common stock approaches or exceeds the conversion
price, the price of the convertible security will be increasingly influenced by
its conversion value.

     The market value of convertible debt securities tends to vary inversely
with the level of interest rates. The value of the security declines as interest
rates increase and increases as interest rates decline. Although under normal
market conditions longer term debt securities have greater yields than do
shorter-term debt securities of similar quality, they are subject to greater
price fluctuations. A convertible security may be subject to redemption at the
option of the issuer at a price established in the instrument governing the
convertible security. If a convertible security held by an Underlying Fund is
called for redemption, the Underlying Fund must permit the issuer to redeem the
security, convert it into the underlying common stock or sell it to a third
party. Rating requirements do not apply to convertible debt securities purchased
by the Underlying Fund because the Underlying Funds purchase such securities for
their equity characteristics.

     "Synthetic" convertible securities are derivative positions composed of two
or more different securities whose investment characteristics, taken together,
resemble those of convertible securities. For example, an Underlying Fund may
purchase a non-convertible debt security and a warrant or option, which enables
the Underlying Fund to have a convertible-like position with respect to a
company, group of companies or stock index. Synthetic convertible securities are
typically offered by financial institutions and investment banks in private
placement transactions. Upon conversion, the fund generally receives an amount
in cash equal to the difference between the conversion price and the then
current value of the underlying security. Unlike a true convertible security, a
synthetic convertible comprises two or more separate securities, each with its
own market value. Therefore, the market value of a synthetic convertible is the
sum of the values

                                       28



of its fixed-income component and its convertible component. For this reason,
the values of a synthetic convertible and a true convertible security may
respond differently to market fluctuations.

FOREIGN AND EMERGING MARKET SECURITIES

American Depositary Receipts European Depositary Receipts and Global Depositary
Receipts

     American Depositary Receipts ("ADRs"), Global Depositary Receipts ("GDRs")
and European Depositary Receipts ("EDRs") or other similar securities represent
securities of foreign issuers. These securities may not necessarily be
denominated in the same currency as the securities they represent. ADRs are
receipts typically issued by a U.S. bank or trust company evidencing ownership
of the underlying foreign securities. EDRs are receipts issued by a European
financial institution evidencing a similar arrangement. Generally, ADRs, in
registered form, are designed for use in U.S. securities markets, and EDRs, in
bearer form, are designed for use in European securities markets. GDRs are
similar to EDRs although they may be held through foreign clearing agents such
as EuroClear and other foreign depositaries. Depositary receipts denominated in
U.S. dollars will not be considered foreign securities for purposes of the
investment limitation concerning investment in foreign securities.

Emerging Markets

     Although the Underlying Funds will use reasonable efforts to obtain the
best available price and the most favorable execution with respect to all
transactions, and the Adviser or Sub-Adviser will consider the full range and
quality of services offered by the executing broker or dealer when making these
determinations, fixed commissions on many foreign stock exchanges are generally
higher than negotiated commissions on U.S. exchanges. Certain foreign
governments levy withholding taxes against dividend and interest income, or may
impose other taxes. Although in some countries a portion of these taxes are
recoverable, the non-recovered portion of foreign withholding taxes will reduce
the income received by the Underlying Funds on these investments. However, these
foreign withholding taxes are not expected to have a significant impact on the
Underlying Funds and any income earned by the Underlying Fund should be
considered incidental. The risks of investing in foreign securities may be
intensified for investments in issuers domiciled or doing substantial business
in emerging markets or countries with limited or developing capital markets.
Security prices in emerging markets can be significantly more volatile than in
the more developed nations of the world, reflecting the greater uncertainties of
investing in less established markets and economies. In particular, countries
with emerging markets may have relatively unstable governments, present the risk
of sudden adverse government action and even nationalization of businesses,
restrictions on foreign ownership, or prohibitions of repatriation of assets,
and may have less protection of property rights than more developed countries.
The economies of countries with emerging markets may be predominantly based on
only a few industries, may be highly vulnerable to changes in local or global
trade conditions, and may suffer from extreme and volatile debt burdens or
inflation rates. Local securities markets may trade a small number of securities
and may be unable to respond effectively to increases in trading volume,
potentially making prompt liquidation of substantial holdings difficult or
impossible at times. Transaction settlement and dividend collection procedures
may be less reliable in emerging markets than in developed markets. Securities
of issuers located in countries with emerging markets may have limited
marketability and may be subject to more abrupt or erratic price movements.

Eurodollar and Yankee Dollar Instruments


     Eurodollar instruments are bonds that pay interest and principal in U.S.
dollars held in banks outside the United States, primarily in Europe. Eurodollar
instruments are usually issued on behalf of multinational companies and foreign
governments by large underwriting groups composed of banks and issuing houses
from many countries. Yankee Dollar instruments are U.S. dollar denominated bonds
issued in the United States by foreign banks and corporations. These investments
involve risks that are different from investments in securities issued by U.S.
issuers, and may carry the same risks as investing in foreign securities.


Eurodollar Convertible Securities

                                       29




     Eurodollar convertible securities are fixed-income securities of a U.S.
issuer or a foreign issuer that are issued outside the United States and are
convertible into equity securities of the same or a different issuer. Interest
and dividends on Eurodollar securities are payable in U.S. dollars outside of
the United States. Underlying Funds may invest without limitation in Eurodollar
convertible securities that are convertible into foreign equity securities
listed, or represented by ADRs listed, on the New York Stock Exchange ("NYSE")
or the American Stock Exchange or convertible into publicly traded common stock
of U.S. companies. The Underlying Funds may also invest up to 15% of their total
assets invested in convertible securities, taken at market value, in Eurodollar
convertible securities that are convertible into foreign equity securities which
are not listed, or represented by ADRs listed, on such exchanges.


Foreign Bank Obligations

     Obligations of foreign banks and foreign branches of U.S. banks involve
somewhat different investment risks from those affecting obligations of U.S.
banks, including the possibilities that liquidity could be impaired because of
future political and economic developments; the obligations may be less
marketable than comparable obligations of U.S. banks; a foreign jurisdiction
might impose withholding taxes on interest income payable on those obligations;
foreign deposits may be seized or nationalized; foreign governmental
restrictions (such as foreign exchange controls) may be adopted which might
adversely affect the payment of principal and interest on those obligations; and
the selection of those obligations may be more difficult because there may be
less publicly available information concerning foreign banks. In addition, the
accounting, auditing and financial reporting standards, practices and
requirements applicable to foreign banks may differ from those applicable to
U.S. banks. In that connection, foreign banks are not subject to examination by
any U.S. government agency or instrumentality.

Foreign Currency Exchange Transactions

     Because the Underlying Funds that invest in foreign securities may buy and
sell securities denominated in currencies other than the U.S. dollar, and
receive interest, dividends and sale proceeds in currencies other than the U.S.
dollar, the Underlying Funds may enter into foreign currency exchange
transactions to convert to and from different foreign currencies and to convert
foreign currencies to and from the U.S. dollar. The Underlying Funds either
enter into these transactions on a spot (i.e., cash) basis at the spot rate
prevailing in the foreign currency exchange market, or use forward foreign
currency contracts to purchase or sell foreign currencies. A forward foreign
currency exchange contract is an agreement to exchange one currency for another-
for example, to exchange a certain amount of U.S. dollars for a certain amount
of Korean Won at a future date. Forward foreign currency exchange contracts are
included in the group of instruments that can be characterized as derivatives.
Neither spot transactions for forward foreign currency exchange contracts
eliminate fluctuations in the prices of the Underlying Fund's portfolio
securities or in foreign exchange rates, or prevent loss if the prices of these
securities should decline.

     Although these transactions tend to minimize the risk of loss due to a
decline in the value of the hedged currency, at the same time they tend to limit
any potential gain that might be realized should the value of the hedged
currency increase. The precise matching of the forward contract amounts and the
value of the securities involved will not generally be possible because the
future value of these securities in foreign currencies will change as a
consequence of market movements in the value of those securities between the
date the forward contract is entered into and the date it matures. The
projection of currency market movements is extremely difficult, and the
successful execution of a hedging strategy is highly uncertain. Use of currency
hedging techniques may also be limited by management's need to protect the
status of the Underlying Fund as a regulated investment company ("RIC") under
the Internal Revenue Code of 1986, as amended ("Code").

Foreign Mortgage-Related Securities

     Foreign mortgage-related securities are interests in pools of mortgage
loans made to residential homebuyers domiciled in a foreign country. These
include mortgage loans made by trust and mortgage loan companies, credit unions,
chartered banks, and others. Pools of mortgage loans are assembled as securities
for sale to investors by various governmental, government-related and private
organizations (such as, Canada

                                       30




Mortgage and Housing Corporation and First Australian National Mortgage
Acceptance Corporation Limited). The mechanics of these mortgage-related
securities are generally the same as those issued in the United States. However,
foreign mortgage markets may differ materially from the U.S. mortgage market
with respect to matters such as the sizes of loan pools, pre-payment experience,
and maturities of loans.


International Debt Securities

     Certain of the Underlying Funds may invest in debt obligations (which may
be denominated in U.S. dollar or in non-U.S. currencies) of any rating issued or
guaranteed by foreign corporations, certain supranational entities (such as the
World Bank) and foreign governments (including political subdivisions having
taxing authority) or their agencies or instrumentalities, including ADRs
consistent with each Underlying Fund's policies. These investments may include
debt obligations such as bonds (including sinking fund and callable bonds),
debentures and notes, together with preferred stocks, pay-in-kind securities,
and zero coupon securities.


     In determining whether to invest in debt obligations of foreign issuers, an
Underlying Fund will consider the relative yields of foreign and domestic debt
securities, the economies of foreign countries, the condition of such countries'
financial markets, the interest rate climate of such countries and the
relationship of such countries' currency to the U.S. dollar. These factors are
judged on the basis of fundamental economic criteria (e.g., relative inflation
levels and trends, growth rate forecasts, balance of payments status and
economic policies) as well as technical and political data. Subsequent foreign
currency losses may result in the Underlying Funds having previously distributed
more income in a particular period than was available from investment income,
which could result in a return of capital to shareholders. An Underlying Fund's
portfolio of foreign securities may include those of a number of foreign
countries, or, depending upon market conditions, those of a single country.
Investments in securities of issuers in non-industrialized countries generally
involve more risk and may be considered highly speculative. Although a portion
of the Underlying Funds' investment income may be received or realized in
foreign currencies, the Underlying Funds would be required to compute and
distribute its income in U.S. dollars and absorb the cost of currency
fluctuations and the cost of currency conversions. Investment in foreign
securities involves considerations and risks not associated with investment in
securities of U.S. issuers. For example, foreign issuers are not required to use
generally accepted accounting principles. If foreign securities are not
registered under the 1933 Act, the issuer does not have to comply with the
disclosure requirements of the Securities Exchange Act of 1934, as amended
("1934 Act"). The values of foreign securities investments will be affected by
incomplete or inaccurate information available to the Adviser or Sub-Adviser as
to foreign issuers, changes in currency rates, exchange control regulations or
currency blockage, expropriation or nationalization of assets, application of
foreign tax laws (including withholding taxes), changes in governmental
administration or economic or monetary policy. In addition, it is generally more
difficult to obtain court judgments outside the United States.


Securities of Foreign Issuers


     Securities of foreign issuers traded outside of the United States have
certain common characteristics and risks. Foreign financial markets, while
growing in volume, have, for the most part, substantially less volume than U.S.
markets, and securities of many foreign companies are less liquid and their
prices more volatile than securities of comparable domestic companies. The
foreign markets also have different clearance and settlement procedures, and in
certain markets there have been times when settlements have been unable to keep
pace with the volume of securities transactions, making it difficult to conduct
such transactions. Delivery of securities may not occur at the same time as
payment in some foreign markets. Delays in settlement could result in temporary
periods when a portion of the assets of an Underlying Fund is uninvested and no
return is earned thereon. The inability of the Underlying Funds to make intended
security purchases due to settlement problems could cause the Underlying Funds
to miss attractive investment opportunities. Inability to dispose of portfolio
securities due to settlement problems could result either in losses to the
Underlying Funds due to subsequent declines in value of the portfolio security
or, if the Underlying Funds have entered into a contract to sell the security,
could result in possible liability to the purchaser.


                                       31




     As foreign companies are not generally subject to uniform accounting,
auditing and financial reporting standards and practices comparable to those
applicable to domestic companies, there may be less publicly available
information about certain foreign companies than about domestic companies. There
is generally less government supervision and regulation of exchanges, financial
institutions and issuers in foreign countries than there is in the United
States. A foreign government may impose exchange control regulations that may
have an impact on currency exchange rates, and there is the possibility of
expropriation or confiscatory taxation, political or social instability, or
diplomatic developments that could affect U.S. investments in those countries.


     Although the Underlying Funds will use reasonable efforts to obtain the
best available price and the most favorable execution with respect to all
transactions and the Adviser or Sub-Adviser will consider the full range and
quality of services offered by the executing broker or dealer when making these
determinations, fixed commissions on many foreign stock exchanges are generally
higher than negotiated commissions on U.S. exchanges. Certain foreign
governments levy withholding taxes against dividend and interest income, or may
impose other taxes. Although in some countries a portion of these taxes are
recoverable, the non-recovered portion of foreign withholding taxes will reduce
the income received by the Underlying Funds on these investments. However, these
foreign withholding taxes are not expected to have a significant impact on a
fund with an investment objective of long-term capital appreciation because any
income earned by the Underlying Fund should be considered incidental.

Restrictions on Foreign Investments

     Some developing countries prohibit or impose substantial restrictions on
investments in their capital markets, particularly their equity markets, by
foreign entities such as an Underlying Fund. For example, certain countries may
require governmental approval prior to investments by foreign persons or limit
the amount of investment by foreign persons in a particular company or limit the
investment by foreign persons to only a specific class of securities of a
company that may have less advantageous terms (including price) than securities
of the company available for purchase by nationals. Certain countries may
restrict investment opportunities in issuers or industries deemed important to
national interests.

     The manner in which foreign investors may invest in companies in certain
developing countries, as well as limitations on such investments, also may have
an adverse impact on the operations of an Underlying Fund that invests in such
countries. For example, an Underlying Fund may be required in certain countries
to invest initially through a local broker or other entity and then have the
shares purchased re-registered in the name of an Underlying Fund.
Re-registration may in some instances not be able to occur on timely basis,
resulting in a delay during which an Underlying Fund may be denied certain of
its rights as an investor, including rights as to dividends or to be made aware
of certain corporate actions. There also may be instances where an Underlying
Fund places a purchase order but is subsequently informed, at the time of
re-registration, that the permissible allocation of the investment to foreign
investors has been filled, depriving an Underlying Fund of the ability to make
its desired investment at that time.

     Substantial limitations may exist in certain countries with respect to an
Underlying Fund's ability to repatriate investment income, capital or the
proceeds of sales of securities by foreign investors. An Underlying Fund could
be adversely affected by delays in, or a refusal to grant, any required
governmental approval for repatriation of capital, as well as by the application
to an Underlying Fund of any restrictions on investments. Even where there is no
outright restriction on repatriation of capital, the mechanics of repatriation
may affect certain aspects of the operations of the Underlying Fund.

     In certain countries, banks or other financial institutions may be among
the leading companies or have actively traded securities. The 1940 Act restricts
each Underlying Funds' investments in any equity securities of an issuer that,
in its most recent fiscal year, derived more than 15% of its revenues from
"securities related activities," as defined by the rules thereunder. The
provisions may restrict the Underlying Funds' investments in certain foreign
banks and other financial institutions.

     Foreign Currency Risks. Currency risk is the risk that changes in foreign
exchange rates will affect, favorably or unfavorably, the U.S. dollar value of
foreign securities. In a period when the U.S. dollar generally

                                       32



rises against foreign currencies, the returns on foreign stocks for a U.S.
investor will be diminished. By contrast, in a period when the U.S. dollar
generally declines, the returns on foreign securities will be enhanced.
Therefore, unfavorable changes in the relationship between the U.S. dollar and
the relevant foreign currencies, therefore, will adversely affect the value of
an Underlying Fund's shares.

     Risks of Investing in Foreign Securities: Investments in foreign securities
involve certain inherent risks, including the following:


     Market Characteristics. Settlement practices for transactions in foreign
markets may differ from those in U.S. markets, and may include delays beyond
periods customary in the United States. Foreign security trading practices,
including those involving securities settlement where Underlying Funds assets
may be released prior to receipt of payment or securities, may expose the
Underlying Funds to increased risk in the event of a failed trade or the
insolvency of a foreign broker-dealer. Transactions in options on securities,
futures contracts, futures options and currency contracts may not be regulated
as effectively on foreign exchanges as similar transactions in the United
States, and may not involve clearing mechanisms and related guarantees. The
value of such positions also could be adversely affected by the imposition of
different exercise terms and procedures and margin requirements than in the
United States. The value of an Underlying Funds' positions may also be adversely
impacted by delays in its ability to act upon economic events occurring in
foreign markets during non-business hours in the United States.


     Legal and Regulatory Matters. In addition to nationalization, foreign
governments may take other actions that could have a significant effect on
market prices of securities and payment of interest, including restrictions on
foreign investment, expropriation of goods and imposition of taxes, currency
restrictions and exchange control regulations.

     Taxes. The interest payable on certain of the Underlying Funds' foreign
portfolio securities may be subject to foreign withholding taxes, thus reducing
the net amount of income available for distribution to the Underlying Funds'
shareholders. A shareholder otherwise subject to U.S. federal income taxes may,
subject to certain limitations, be entitled to claim a credit or deduction of
U.S. federal income tax purposes for his proportionate share of such foreign
taxes paid by an Underlying Fund.


     Costs. The expense ratios of an Undelrying Fund that invests in foreign
securities is likely to be higher than those of investment companies investing
in domestic securities, since the cost of maintaining the custody of foreign
securities is higher. In considering whether to invest in the securities of a
foreign company, the Adviser or Sub-Adviser considers such factors as the
characteristics of the particular company, differences between economic trends
and the performance of securities markets within the United States and those
within other countries, and also factors relating to the general economic,
governmental and social conditions of the country or countries where the company
is located. The extent to which an Underlying Fund will invest in foreign
companies and countries and depositary receipts will fluctuate from time to time
within the limitations described in the Prospectuses, depending on the Adviser's
or Sub-Adviser's assessment of prevailing market, economic and other conditions.


Sovereign Debt Securities

     Sovereign debt securities issued by governments of foreign countries. The
sovereign debt in which the Undelrying Funds may invest may be rated below
investment grade. These securities usually offer higher yields than higher rated
securities but are also subject to greater risk than higher rated securities.
Brady Bonds represent a type of sovereign debt. These obligations were created
under a debt restructuring plan introduced by former U.S. Secretary of the
Treasury, Nicholas F. Brady, in which foreign entities issued these obligations
in exchange for their existing commercial bank loans. Brady Bonds have been
issued by Argentina, Brazil, Bulgaria, Costa Rica, Dominican Republic, Ecuador,
Mexico, Morocco, Nigeria, Philippines, Poland and Uruguay, and may be issued by
other emerging countries.

                                       33



Supranational Agencies

     Securities of supranational agencies are not considered government
securities and are not supported directly or indirectly by the U.S. government.
Examples of supranational agencies include, but are not limited to, the
International Bank for Reconstruction and Development (commonly referred to as
the World Bank), which was chartered to finance development projects in
developing member countries; the European Union, which is a 27-nation
organization engaged in cooperative economic activities; and the Asian
Development Bank, which is an international development bank established to lend
funds, promote investment and provide technical assistance to member nations in
the Asian and Pacific regions.

FIXED INCOME INVESTMENTS

Adjustable Rate Mortgage Securities

     Adjustable rate mortgage securities ("ARMS") are pass-through mortgage
securities collateralized by mortgages with adjustable rather than fixed rates.
Generally, ARMS have a specified maturity date and amortize principal over their
life. In periods of declining interest rates, there is a reasonable likelihood
that ARMS will experience increased rates of prepayment of principal. However,
the major difference between ARMS and fixed rate mortgage securities is that the
interest rate and the rate of amortization of principal of ARMS can and do
change in accordance with movements in a particular, pre-specified, published
interest rate index.

     The amount of interest on an ARM is calculated by adding a specified
amount, the "margin," to the index, subject to limitations on the maximum and
minimum interest that can be charged to the mortgagor during the life of the
mortgage or to maximum and minimum changes to that interest rate during a given
period. Because the interest rates on ARMS generally move in the same direction
as market interest rates, the market value of ARMS tends to be more stable than
that of long-term fixed rate securities.

     There are two main categories of indices which serve as benchmarks for
periodic adjustments to coupon rates on ARMS: those based on U.S. Treasury
securities and those derived from a calculated measure such as a cost of funds
index or a moving average of mortgage rates. Commonly utilized indices include
the one-year and five-year constant maturity Treasury Note rates, the
three-month Treasury Bill rate, the 180-day Treasury Bill rate, rates on
longer-term Treasury securities, the 11th District Federal Home Loan Bank Cost
of the Underlying Funds, the National Median Cost of Underlying Funds, the
one-month or three-month London Interbank Offered Rate ("LIBOR"), the prime rate
of a specific bank, or commercial paper rates. Some indices, such as the
one-year constant maturity Treasury Note rate, closely mirror changes in market
interest rate levels. Others, such as the 11th District Home Loan Bank Cost of
Underlying Funds index (often related to ARMS issued by Federal National
Mortgage Association), tend to lag changes in market rate levels and tend to be
somewhat less volatile.

Corporate Debt Securities

     Corporate debt securities include investment grade corporate bonds,
debentures, notes and other similar corporate debt instruments, including
convertible securities. The investment return on a corporate debt security
reflects interest earnings and changes in the market value of the security. The
market value of a corporate debt security will generally increase when interest
rates decline, and decrease when interest rates rise. There is also the risk
that the issuer of a debt security will be unable to pay interest or principal
at the time called for by the instrument. Investments in corporate debt
securities that are rated below investment grade are described in "High Yield
Securities" below.

     Debt obligations that are deemed investment grade carry a rating of at
least Baa from Moody's Investors Service ("Moody's") or BBB from Standard and
Poor's Corporation ("S&P"), or a comparable rating from another rating agency
or, if not rated by an agency, are determined by the Adviser to be of comparable
quality. Bonds rated Baa or BBB have speculative characteristics and changes in
economic circumstances are more likely to lead to a weakened capacity to make
interest and principal payments than higher rated bonds.

                                       34



Floating or Variable Rate Instruments

     Floating or variable rate bonds normally provide that the holder can demand
payment of the obligation on short notice at par with accrued interest. Such
bonds are frequently secured by letters of credit or other credit support
arrangements provided by banks. Floating or variable rate instruments provide
for adjustments in the interest rate at specified intervals (weekly, monthly,
semiannually, etc.). An Underlying Fund would anticipate using these bonds as
cash equivalents, pending longer term investment of its funds. Other longer term
fixed-rate bonds, with a right of the holder to request redemption at certain
times (often annually, after the lapse of an intermediate term), may also be
purchased by an Underlying Fund. These bonds are more defensive than
conventional long-term bonds (protecting to some degree against a rise in
interest rates), while providing greater opportunity than comparable
intermediate term bonds since Underlying Fund may retain the bond if interest
rates decline. By acquiring these kinds of bonds, an Underlying Fund obtains the
contractual right to require the issuer of the security, or some other person
(other than a broker or dealer), to purchase the security at an agreed upon
price, which right is contained in the obligation itself rather than in a
separate agreement with the seller or some other person.

GNMA Certificates

     Certificates issued by the Government National Mortgage Association
("GNMA") ("GNMA Certificates") evidence an undivided interest in a pool of
mortgage loans. GNMA Certificates differ from bonds, in that principal is paid
back monthly as payments of principal, including prepayments, on the mortgages
in the underlying pool are passed through to holders of GNMA Certificates
representing interests in the pool, rather than returned in a lump sum at
maturity. The GNMA Certificates that the Underlying Funds may purchase are the
"modified pass-through" type.

     GNMA Guarantee. The National Housing Act authorizes GNMA to guarantee the
timely payment of principal and interest on securities backed by a pool of
mortgages insured by the Federal Housing Administration ("FHA") or the Farmers'
Home Administration ("FMHA") or guaranteed by the Veterans Administration
("VA"). GNMA is also empowered to borrow without limitation from the U.S.
Treasury, if necessary, to make payments required under its guarantee.

     Life of GNMA Certificates. The average life of a GNMA Certificate is likely
to be substantially less than the stated maturity of the mortgages underlying
the securities. Prepayments of principal by mortgagors and mortgage foreclosures
will usually result in the return of the greater part of principal investment
long before the maturity of the mortgages in the pool. Foreclosures impose no
risk of loss of the principal balance of a Certificate, because of the GNMA
guarantee, but foreclosure may impact the yield to shareholders because of the
need to reinvest proceeds of foreclosure. As prepayment rates of individual
mortgage pools vary widely, it is not possible to predict accurately the average
life of a particular issue of GNMA Certificates. However, statistics published
by the FHA indicate that the average life of single family dwelling mortgages
with 25 to 30-year maturities, the type of mortgages backing the vast majority
of GNMA Certificates, is approximately 12 years. Prepayments are likely to
increase in periods of falling interest rates. It is customary to treat GNMA
Certificates as 30-year mortgage-backed securities that prepay fully in the
twelfth year.

     Yield Characteristics of GNMA Certificates. The coupon rate of interest of
GNMA Certificates is lower than the interest rate paid on the VA-guaranteed or
FHA-insured mortgages underlying the certificates, by the amount of the fees
paid to GNMA and the issuer. The coupon rate by itself, however, does not
indicate the yield that will be earned on GNMA Certificates. First, GNMA
Certificates may be issued at a premium or discount rather than at par, and,
after issuance, GNMA Certificates may trade in the secondary market at a premium
or discount. Second, interest is earned monthly, rather than semi-annually as
with traditional bonds; monthly compounding raises the effective yield earned.
Finally, the actual yield of a GNMA Certificate is influenced by the prepayment
experience of the mortgage pool underlying it. For example, if interest rates
decline, prepayments may occur faster than had been originally projected and the
yield to maturity and the investment income of the Underlying Fund would be
reduced.

                                       35



High-Yield Securities

     High-yield securities are debt securities that are rated lower than "Baa"
by Moody's or "BBB" by S&P, or of comparable quality if unrated.

     High-yield securities often are referred to as "junk bonds" and include
certain corporate debt obligations, higher yielding preferred stock and
mortgage-related securities, and securities convertible into the foregoing.
Investments in high-yield securities generally provide greater income and
increased opportunity for capital appreciation than investments in higher
quality debt securities, but they also typically entail greater potential price
volatility and principal and income risk.

     High-yield securities are not considered to be investment grade. They are
regarded as predominantly speculative with respect to the issuing company's
continuing ability to meet principal and interest payments. Also, their yields
and market values tend to fluctuate more than higher-rated securities.
Fluctuations in value do not affect the cash income from the securities, but are
reflected in an Underlying Fund's net asset value. The greater risks and
fluctuations in yield and value occur, in part, because investors generally
perceive issuers of lower-rated and unrated securities to be less creditworthy.

     The yields earned on high-yield securities generally are related to the
quality ratings assigned by recognized rating agencies.

     Certain securities held by an Underlying Fund may permit the issuer at its
option to call, or redeem, its securities. If an issuer were to redeem
securities held by an Underlying Fund during a time of declining interest rates,
the Underlying Fund may not be able to reinvest the proceeds in securities
providing the same investment return as the securities redeemed.

     The medium- to lower-rated and unrated securities in which the Underlying
Funds invests tend to offer higher yields than those of other securities with
the same maturities because of the additional risks associated with them. These
risks include:

     High-Yield Bond Market. A severe economic downturn or increase in interest
rates might increase defaults in high yield securities issued by highly
leveraged companies. An increase in the number of defaults could adversely
affect the value of all outstanding high-yield securities, thus disrupting the
market for such securities.

     Sensitivity to interest rate and economic changes. High-yield securities
are more sensitive to adverse economic changes or individual corporate
developments but less sensitive to interest rate changes than are Treasury or
investment grade bonds. As a result, when interest rates rise, causing bond
prices to fall, the value of high-yield debt bonds tend not to fall as much as
Treasury or investment grade corporate bonds. Conversely when interest rates
fall, high-yield bonds tend to underperform Treasury and investment grade
corporate bonds because high-yield bond prices tend not to rise as much as the
prices of these bonds.

     The financial stress resulting from an economic downturn or adverse
corporate developments could have a greater negative effect on the ability of
issuers of high-yield securities to service their principal and interest
payments, to meet projected business goals and to obtain additional financing
than on more creditworthy issuers. Holders of high-yield securities could also
be at greater risk because high yield securities are generally unsecured and
subordinate to senior debt holders and secured creditors. If the issuer of a
high-yield security owned by the Underlying Funds defaults, the Underlying Funds
may incur additional expenses to seek recovery. In addition, periods of economic
uncertainty and changes can be expected to result in increased volatility of
market prices of high-yield securities and the Underlying Funds' net asset
value. Furthermore, in the case of high-yield securities structured as zero
coupon or pay-in-kind securities, their market prices are affected to a greater
extent by interest rate changes and thereby tend to be more speculative and
volatile than securities which pay in cash.

                                       36



     Payment Expectations. High-yield securities present risks based on payment
expectations. For example, high-yield securities may contain redemption or call
provisions. If an issuer exercises these provisions in a declining interest rate
market, the Underlying Funds may have to replace the security with a lower
yielding security, resulting in a decreased return for investors. Also, the
value of high-yield securities may decrease in a rising interest rate market. In
addition, there is a higher risk of non-payment of interest and/or principal by
issuers of high-yield securities than in the case of investment grade bonds.

     Liquidity and Valuation Risks. Lower-rated bonds are typically traded among
a smaller number of broker-dealers rather than in a broad secondary market.
Purchasers of high-yield securities tend to be institutions, rather than
individuals, a factor that further limits the secondary market. To the extent
that no established retail secondary market exists, many high-yield securities
may not be as liquid as Treasury and investment grade bonds. The ability of an
Underlying Fund's Board to value or sell high-yield securities will be adversely
affected to the extent that such securities are thinly-traded or illiquid.
Adverse publicity and investor perceptions, whether or not based on fundamental
analysis, may decrease the values and liquidity of high-yield securities more
than other securities, especially in a thinly-traded market. To the extent the
Underlying Funds own illiquid or restricted high-yield securities, these
securities may involve special registration responsibilities, liabilities and
costs, and liquidity and valuation difficulties. At times of less liquidity, it
may be more difficult to value high-yield securities because this valuation may
require more research, and elements of judgment may play a greater role in the
valuation since there is less reliable, objective data available.

     Taxation. Special tax considerations are associated with investing in
high-yield securities structured as zero coupon or pay-in-kind securities. The
Underlying Funds report the interest on these securities as income even though
it receives no cash interest until the security's maturity or payment date.


     Limitations of Credit Ratings. The credit ratings assigned to high-yield
securities may not accurately reflect the true risks of an investment. Credit
ratings typically evaluate the safety of principal and interest payments, rather
than the market value risk of high yield securities. In addition, credit
agencies may fail to adjust credit ratings to reflect rapid changes in economic
or company conditions that affect a security's market value. Although the
ratings of recognized rating services such as Moody's and S&P are considered,
the Adviser primarily relies on its own credit analysis, which includes a study
of existing debt, capital structure, ability to service debts and to pay
dividends, the issuer's sensitivity to economic conditions, its operating
history and the current trend of earnings. Thus, the achievement of the
Underlying Funds' investment objective may be more dependent on the Adviser's
own credit analysis than might be the case for a fund which invests in higher
quality bonds. The Adviser continually monitors the investments in the
Underlying Funds' portfolio and carefully evaluates whether to dispose of or
retain high-yield securities whose credit ratings have changed. The Underlying
Funds may retain a security whose rating has been changed.


Mortgage-Related Securities

     Mortgage-related securities include U.S. government agency mortgage-backed
securities issued or guaranteed by the U.S. government or one of its agencies or
instrumentalities, including the GNMA, Federal National Mortgage Association
("FNMA"), and the Federal Home Loan Mortgage Corporagtion ("FHLMC"). These
instruments might be considered derivatives. The primary risks associated with
these instruments is the risk that their value will change with changes in
interest rates and prepayment risk. "See , U.S. Government Securities" below.

     One type of mortgage-related security includes certificates that represent
pools of mortgage loans assembled for sale to investors by various governmental
and private organizations. These securities provide a monthly payment, which
consists of both an interest and a principal payment that is in effect a
"pass-through" of the monthly payment made by each individual borrower on his or
her residential mortgage loan, net of any fees paid to the issuer or guarantor
of such securities. Additional payments are caused by repayments of principal
resulting from the sale of the underlying residential property, refinancing, or
foreclosure, net of fees or costs that may be incurred.

                                       37



     "Pass-through" certificates, such as those issued by GNMA, entitle the
holder to receive all interest and principal payments owed on the mortgage pool,
net of certain fees, regardless of whether the mortgagor actually makes the
payment. A major governmental guarantor of pass-through certificates is GNMA.
GNMA guarantees, with the full faith and credit of the U.S. government, the
timely payments of principal and interest on securities issued by institutions
approved by GNMA (such as savings and loan institutions, commercial banks and
mortgage bankers). Certificates issued by GNMA are backed by pools of
FHA-insured or VA-guaranteed mortgages. Other governmental guarantors include
FNMA and FHLMC (though these certificates are not backed by the full faith and
credit of the U.S. government). FNMA purchases residential mortgages from a list
of approved seller/services that include state and federally chartered savings
and loan associations, mutual saving banks, commercial banks, credit unions and
mortgage bankers.

     The prices of high coupon U.S. Government Agency mortgage-backed securities
do not tend to rise as rapidly as those of traditional fixed-rate securities at
times when interest rates are decreasing, and tend to decline more slowly at
times when interest rates are increasing.

     Certain Underlying Funds may also purchase mortgage-backed securities
issued by commercial banks, savings and loan institutions, private mortgage
insurance companies, mortgage bankers and other secondary market issuers that
also create pass-through pools of conventional residential mortgage loans. Such
issuers may in addition be the originators of the underlying mortgage loans as
well as the guarantors of the pass-through certificates. Pools created by such
non-governmental issuers generally offer a higher rate of return than
governmental pools because there are no direct or indirect governmental
guarantees of payments in the former pools. However, timely payment of interest
and principal of these pools may be supported by various forms of insurance or
guarantees, including individual loan, title, pool and hazard insurance. The
insurance and guarantees are issued by government entities, private insurers and
the mortgage poolers.

     It is expected that governmental or private entities may create mortgage
loan pools offering pass-through investments in addition to those described
above. As new types of pass-through securities are developed and offered to
investors, the Adviser or Sub-Adviser may, consistent with the Underlying Funds'
investment objectives, policies and restrictions, consider making investments in
such new types of securities.

     Other types of mortgage-related securities in which the Underlying Funds
may invest include debt securities that are secured, directly or indirectly, by
mortgages on commercial real estate or residential rental properties, or by
first liens on residential manufactured homes (as defined in section 603(6) of
the National Manufactured Housing Construction and Safety Standards Act of
1974), whether such manufactured homes are considered real or personal property
under the laws of the states in which they are located. Securities in this
investment category include, among others, standard mortgage-backed bonds and
newer collateralized mortgage obligations ("CMOs"). Mortgage-backed bonds are
secured by pools of mortgages, but unlike pass-through securities, payments to
bondholders are not determined by payments on the mortgages. The bonds consist
of a single class, with interest payable periodically and principal payable on
the stated date of maturity. CMOs have characteristics of both pass-through
securities and mortgage-backed bonds. CMOs are secured by pools of mortgages,
typically in the form of "guaranteed" pass-through certificates such as GNMA,
FNMA, or FHLMC securities. The payments on the collateral securities determine
the payments to bondholders, but there is not a direct "pass-through" of
payments. CMOs are structured into multiple classes, each bearing a different
date of maturity. Monthly payments of principal received from the pool of
underlying mortgages, including prepayments, is first returned to investors
holding the shortest maturity class. Investors holding the longest maturity
class receive principal only after the shorter maturity classes have been
retired.

     CMOs are issued by entities that operate under order from the SEC exempting
such issuers from the provisions of the 1940 Act. Until recently, the staff of
the SEC had taken the position that such issuers were investment companies and
that, accordingly, an investment by an investment company (such as the
Underlying Funds) in the securities of such issuers was subject to the
limitations imposed by Section 12 of the 1940 Act. However, in reliance on SEC
staff interpretations, certain Underyling Funds may invest in securities issued
by certain "exempted issuers" without regard to the limitations of Section 12 of
the 1940 Act. In its interpretation, the SEC staff defined "exempted issuers" as
unmanaged, fixed asset issuers that: (a) invest

                                       38



primarily in mortgage-backed securities; (b) do not issue redeemable securities
as defined in Section 2(a)(32) of the 1940 Act; (c) operate under the general
exemptive orders exempting them from all provisions of the 1940 Act; and (d) are
not registered or regulated under the 1940 Act as investment companies.

Privately Issued CMOs

     Privately Issued CMOs are arrangements in which the underlying mortgages
are held by the issuer, which then issues debt collateralized by the underlying
mortgage assets. Such securities may be backed by mortgage insurance, letters of
credit or other credit enhancing features. They are, however, not guaranteed by
any government agency and are secured by the collateral held by the issuer.
Privately issued CMOs are subject to prepayment risk due to the possibility that
prepayments on the underlying assets will alter the cash flow.

Interest/Principal Only Stripped Mortgage-Backed Securities

     Stripped mortgage backed securities ("SMBS") are derivative multi-class
mortgage securities. SMBS may be issued by agencies or instrumentalities of the
U.S. government, or by private originators of, or investors in, mortgage loans,
including savings and loan associations, mortgage banks, commercial banks,
investment banks and special purpose subsidiaries of the foregoing.

     SMBS are structured with two or more classes of securities that receive
different proportions of the interest and principal distributions on a pool of
mortgage assets. A common type of SMBS will have at least one class receiving
only a small portion of the interest and a larger portion of the principal from
the mortgage assets, while the other classes will receive primarily interest and
only a small portion of the principal. In the most extreme case, one class will
receive all of the interest (the Interest-Only or "IO" class), while the other
class will receive all of the principal (the Principal-Only or "PO" class). The
yield to maturity on an IO class is extremely sensitive to the rate of principal
payments (including prepayments) on the related underlying mortgage assets, and
a rapid rate of principal payments may have a material adverse effect on such
security's yield to maturity. If the underlying mortgage assets experience
greater than anticipated prepayments of principal, an Underlying Fund may fail
to recoup fully its initial investment in these securities. The determination of
whether a particular government-issued IO or PO backed by fixed-rate mortgages
is liquid is made by the Adviser or a Sub-Adviser under guidelines and standards
established by an Underlying Fund's Board. Such a security may be deemed liquid
if it can be disposed of promptly in the ordinary course of business at a value
reasonably close to that used in the calculation of net asset value per share.

Risks of Investing in Mortgage-Related Securities

     Investments in mortgage-related securities involve certain risks. In
periods of declining interest rates, prices of fixed income securities tend to
rise. However, during such periods, the rate of prepayment of mortgages tends to
increase, with the result that such prepayments must be reinvested by the issuer
at lower rates. The rate of prepayments on underlying mortgages will affect the
price and volatility of a mortgage-related security, and may have the effect of
shortening or extending the effective maturity of the security beyond what was
anticipated at the time of the purchase. Unanticipated rates of prepayment on
underlying mortgages can be expected to increase the volatility of such
securities. In addition, the value of these securities may fluctuate in response
to the market's perception of the creditworthiness of the issuers of
mortgage-related securities owned by an Underlying Fund. Because investments in
mortgage-related securities are interest rate sensitive, the ability of the
issuer to reinvest favorably in underlying mortgages may be limited by
government regulation or tax policy. For example, action by the Board of
Governors of the Federal Reserve System to limit the growth of the nation's
money supply may cause interest rates to rise and thereby reduce the volume of
new residential mortgages. Additionally, although mortgages and mortgage-related
securities are generally supported by some form of government or private
guarantees and/or insurance, there is no assurance that private guarantors or
insurers will be able to meet their obligations. Further, SMBS are likely to
experience greater price volatility than other types of mortgage securities. The
yield to maturity on the interest only class is extremely sensitive, both to
changes in prevailing interest rates and to the rate of principal payments
(including prepayments) on the underlying mortgage assets. Similarly, the yield
to maturity on CMO residuals is extremely sensitive to prepayments on the
related underlying mortgage assets. In addition, if a series of a

                                       39



CMO includes a class that bears interest at an adjustable rate, the yield to
maturity on the related CMO residual will also be extremely sensitive to changes
in the level of the index upon which interest rate adjustments are made. An
Underlying Fund could fail to fully recover its initial investment in a CMO
residual or a SMBS.

Municipal Securities


     Municipal securities are debt obligations issued by state and local
governments, territories and possessions of the United States, regional
government authorities, and their agencies and instrumentalities ("municipal
securities"). Municipal securities include both notes (which have maturities of
less than one year) and bonds (which have maturities of one year or more) that
bear fixed or variable rates of interest.


     In general, "municipal securities" debt obligations are issued to obtain
funds for a variety of public purposes, such as the construction, repair, or
improvement of public facilities including airports, bridges, housing,
hospitals, mass transportation, schools, streets, water and sewer works.
Municipal securities may be issued to refinance outstanding obligations as well
as to raise funds for general operating expenses and lending to other public
institutions and facilities.

     The two principal classifications of municipal securities are "general
obligation" securities and "revenue" securities. General obligation securities
are secured by the issuer's pledge of its full faith, credit, and taxing power
for the payment of principal and interest. Characteristics and methods of
enforcement of general obligation bonds vary according to the law applicable to
a particular issuer, and the taxes that can be levied for the payment of debt
securities may be limited or unlimited as to rates or amounts of special
assessments. Revenue securities are payable only from the revenues derived from
a particular facility, a class of facilities or, in some cases, from the
proceeds of a special excise tax. Revenue bonds are issued to finance a wide
variety of capital projects including: electric, gas, water and sewer systems;
highways, bridges, and tunnels; port and airport facilities; colleges and
universities; and hospitals. Although the principal security behind these bonds
may vary, many provide additional security in the form of a debt service reserve
fund the assets of which may be used to make principal and interest payments on
the issuer's obligations. Housing finance authorities have a wide range of
security, including partially or fully insured mortgages, rent subsidized and
collateralized mortgages, and the net revenues from housing or other public
projects. Some authorities are provided further security in the form of a
state's assistance (although without obligation) to make up deficiencies in the
debt service reserve fund.

     Insured municipal debt may also be purchased, in which scheduled payments
of interest and principal are guaranteed by a private, non-governmental or
governmental insurance company. The insurance does not guarantee the market
value of the municipal debt or the value of the shares of the Underlying Funds.

     Securities of issuers of municipal obligations are subject to the
provisions of bankruptcy, insolvency and other laws affecting the rights and
remedies of creditors, such as the Bankruptcy Reform Act of 1978. In addition,
the obligations of such issuers may become subject to laws enacted in the future
by Congress, state legislatures or referenda extending the time for payment of
principal or interest, or imposing other constraints upon enforcement of such
obligations or upon the ability of municipalities to levy taxes. Furthermore, as
a result of legislation or other conditions, the power or ability of any issuer
to pay, when due, the principal of and interest on its municipal obligations may
be materially affected.

     Industrial Development and Pollution Control Bonds - These are revenue
bonds and generally are not payable from the unrestricted revenues of an issuer.
They are issued by or on behalf of public authorities to raise money to finance
privately operated facilities for business, manufacturing, housing, sport
complexes, and pollution control. Consequently, the credit quality of these
securities is dependent upon the ability of the user of the facilities financed
by the bonds and any guarantor to meet its financial obligations.

     Municipal Lease Obligations - Municipal lease obligations are lease
obligations or installment purchase contract obligations of municipal
authorities or entities. Although lease obligations do not constitute general
obligations of the municipality for which its taxing power is pledged, a lease
obligation is ordinarily

                                       40



backed by the municipality's covenant to budget for, appropriate and make the
payment due under the lease obligation. An Underlying Fund may also purchase
"certificates of participation," which are securities issued by a particular
municipality or municipal authority to evidence a proportionate interest in base
rental or lease payments relating to a specific project to be made by the
municipality, agency or authority. However, certain lease obligations contain
"non-appropriation" clauses which provide that the municipality has no
obligation to make lease or installment purchase payments in any year unless
money is appropriated for such purpose for such year. Although
"non-appropriation" lease obligations are secured by the leased property,
disposition of the property in the event of default and foreclosure might prove
difficult. In addition, these securities represent a relatively new type of
financing, and certain lease obligations may therefore be considered to be
illiquid securities.

     The Underlying Funds will attempt to minimize the special risks inherent in
municipal lease obligations and certificates of participation by purchasing only
lease obligations which meet the following criteria: (1) rated A or better by at
least one nationally recognized securities rating organization ("NRSRO"); (2)
secured by payments from a governmental lessee which has actively traded debt
obligations; (3) determined by the Adviser or Sub-Adviser to be critical to the
lessee's ability to deliver essential services; and (4) contain legal features
which the Adviser or Sub-Adviser deems appropriate, such as covenants to make
lease payments without the right of offset or counterclaim, requirements for
insurance policies, and adequate debt service reserve funds.

Short-Term Investments

     Certain Underlying Funds may invest in the following securities and
instruments:

Subordinated Mortgage Securities

     Subordinated mortgage securities have certain characteristics and certain
associated risks. In general, the subordinated mortgage securities in which an
Underlying Fund may invest consist of a series of certificates issued in
multiple classes with a stated maturity or final distribution date. One or more
classes of each series may be entitled to receive distributions allocable only
to principal, principal prepayments, interest or any combination thereof prior
to one or more other classes, or only after the occurrence of certain events,
and may be subordinated in the right to receive such distributions on such
certificates to one or more senior classes of certificates. The rights
associated with each class of certificates are set forth in the applicable
pooling and servicing agreement, form of certificate and offering documents for
the certificates.

     The subordination terms are usually designed to decrease the likelihood
that the holders of senior certificates will experience losses or delays in the
receipt of their distributions and to increase the likelihood that the senior
certificate holders will receive aggregate distributions of principal and
interest in the amounts anticipated. Generally, pursuant to such subordination
terms, distributions arising out of scheduled principal, principal prepayments,
interest or any combination thereof that otherwise would be payable to one or
more other classes of certificates of such series (i.e., the subordinated
certificates) are paid instead to holders of the senior certificates. Delays in
receipt of scheduled payments on mortgage loans and losses on defaulted mortgage
loans are typically borne first by the various classes of subordinated
certificates and then by the holders of senior certificates.

     In some cases, the aggregate losses in respect of defaulted mortgage loans
that must be borne by the subordinated certificates and the amount of the
distributions otherwise distributable on the subordinated certificates that
would, under certain circumstances, be distributable to senior certificate
holders may be limited to a specified amount. All or any portion of
distributions otherwise payable to holders of subordinated certificates may, in
certain circumstances, be deposited into one or more reserve accounts for the
benefit of the senior certificate holders. Since a greater risk of loss is borne
by the subordinated certificate holders, such certificates generally have a
higher stated yield than the senior certificates.

     A series of certificates may consist of one or more classes as to which
distributions allocable to principal will be allocated. The method by which the
amount of principal to be distributed on the certificates

                                       41



on each distribution date is calculated and the manner in which such amount
could be allocated among classes varies and could be affected pursuant to a
fixed schedule, in relation to the occurrence of certain events or otherwise.
Special distributions are also possible if distributions are received with
respect to the mortgage assets, such as is the case when underlying mortgage
loans are prepaid.

     A mortgage-related security that is senior to a subordinated residential
mortgage security will not bear a loss resulting from the occurrence of a
default on an underlying mortgage until all credit enhancements protecting such
senior holder is exhausted. For example, the senior holder will only suffer a
credit loss after all subordinated interests have been exhausted pursuant to the
terms of the subordinated residential mortgage security. The primary credit risk
to the Underlying Funds by investing in subordinated residential mortgage
securities is potential losses resulting from defaults by the borrowers under
the underlying mortgages. The Underlying Funds would generally realize such a
loss in connection with a subordinated residential mortgage security only if the
subsequent foreclosure sale of the property securing a mortgage loan does not
produce an amount at least equal to the sum of the unpaid principal balance of
the loan as of the date the borrower went into default, the interest that was
not paid during the foreclosure period and all foreclosure expenses.

     The Adviser or Sub-Adviser will seek to limit the risks presented by
subordinated residential mortgage securities by reviewing and analyzing the
characteristics of the mortgage loans that underlie the pool of mortgages
securing both the senior and subordinated residential mortgage securities. The
Adviser or Sub-Adviser has developed a set of guidelines to assist in the
analysis of the mortgage loans underlying subordinated residential mortgage
securities. Each pool purchase is reviewed against the guidelines. an Underlying
Fund seeks opportunities to acquire subordinated residential mortgage securities
where, in the view of the Adviser or Sub-Adviser, the potential for a higher
yield on such instruments outweighs any additional risk presented by the
instruments. The Adviser or Sub-Adviser will seek to increase yield to
shareholders by taking advantage of perceived inefficiencies in the market for
subordinated residential mortgage securities.

U.S. Government Securities


     Investments in U.S. government securities include instruments issued by the
U.S. Treasury, such as bills, notes and bonds. These instruments are direct
obligations of the U.S. government and, as such, are backed by the full faith
and credit of the United States. They differ primarily in their interest rates,
the lengths of their maturities and the dates of their issuances. In addition,
U.S. government securities include securities issued by instrumentalities of the
U.S. government, such as the GNMA, which are also backed by the full faith and
credit of the United States. Also included in the category of U.S. government
securities are instruments issued by instrumentalities established or sponsored
by the U.S. government, such as the Student Loan Marketing Association, the FNMA
and the FHLMC. While these securities are issued, in general, under the
authority of an Act of Congress, the U.S. government is not obligated to provide
financial support to the issuing instrumentalities, although under certain
conditions certain of these authorities may borrow from the U.S. Treasury. In
the case of securities not backed by the full faith and credit of the United
States, the investor must look principally to the agency or instrumentality
issuing or guaranteeing the obligation for ultimate repayment, and may not be
able to assert a claim against the United States. itself in the event the agency
or instrumentality does not meet its commitment. Certain Underlying Funds will
invest in securities of such agencies or instrumentalities only when the Adviser
or Sub-Adviser is satisfied that the credit risk with respect to any
instrumentality is comparable to the credit risk of U.S. government securities
backed by the full faith and credit of the United States.


OTHER INVESTMENTS


Asset-Backed Securities


     Asset-backed securities represent individual interests in pools of consumer
loans, home equity loans, trade receivables, credit card receivables, and other
debt and are similar in structure to mortgage-backed securities. The assets are
securitized either in a pass-through structure (similar to a mortgage
pass-through structure) or in a pay-through structure (similar to a CMO
structure). Asset-backed securities may be subject to more rapid repayment than
their stated maturity date would indicate as a result of the pass-through of

                                       42



prepayments of principal on the underlying loans. During periods of declining
interest rates, prepayment of certain types of loans underlying asset-backed
securities can be expected to accelerate. Accordingly, an Underlying Fund's
ability to maintain positions in these securities will be affected by reductions
in the principal amount of the securities resulting from prepayments, and an
Underlying Fund must reinvest the returned principal at prevailing interest
rates, which may be lower. Asset-backed securities may also be subject to
extension risk during periods of rising interest rates.

     Asset-backed securities entail certain risks not presented by
mortgage-backed securities. The collateral underlying asset-backed securities
may be less effective as security for payments than real estate collateral.
Debtors may have the right to set off certain amounts owed on the credit cards
or other obligations underlying the asset-backed security, or the debt holder
may not have a first (or proper) security interest in all of the obligations
backing the receivable because of the nature of the receivable or state or
federal laws protecting the debtor. Certain collateral may be difficult to
locate in the event of default, and recoveries on depreciated or damaged
collateral may not fully cover payments due on these securities.

     It is expected that governmental, government-related, or private entities
may create mortgage loan pools and other mortgage-backed securities offering
mortgage pass-through and mortgage-collateralized investments in addition to
those described above. As new types of mortgage-backed securities are developed
and offered to investors, investments in such new types of mortgage-backed
securities may be considered for the Underlying Funds.

     The non-mortgage-related asset-backed securities in which certain
Underlying Fund may invest include, but are not limited to, interests in pools
of receivables, such as credit card and accounts receivables and motor vehicle
and other installment purchase obligations and leases. Interests in these pools
are not backed by the U.S. government and may or may not be secured.

     The credit characteristics of asset-backed securities differs in a number
of respects from those of traditional debt securities. Asset-backed securities
generally do not have the benefit of a security interest in collateral that is
comparable to other debt obligations, and there is a possibility that recoveries
on repossessed collateral may not be available to support payment on these
securities.

Banking Industry Obligations

     Banking industry obligations include certificates of deposit, bankers'
acceptances, and fixed time deposits. The Underlying Funds will not invest in
obligations issued by a bank unless (i) the bank is a U.S. bank and a member of
the FDIC and (ii) the bank has total assets of at least $1 billion (U.S.) or, if
not, Underlying Fund's investment is limited to the FDIC-insured amount of
$100,000.

     Bank Certificates of Deposit, Bankers' Acceptances and Time Deposits.
Certain Underlying Funds may acquire certificates of deposit, bankers'
acceptances and time deposits. Certificates of deposit are negotiable
certificates issued against funds deposited in a commercial bank for a definite
period of time and earning a specified return. Bankers' acceptances are
negotiable drafts or bills of exchange, normally drawn by an importer or
exporter to pay for specific merchandise, which are "accepted" by a bank,
meaning in effect that the bank unconditionally agrees to pay the face value of
the instrument on maturity. Certificates of deposit and bankers' acceptances
acquired by the Underlying Funds will be dollar-denominated obligations of
domestic or foreign banks or financial institutions which at the time of
purchase have capital, surplus and undivided profits in excess of $100 million
(including assets of both domestic and foreign branches), based on latest
published reports, or less than $100 million if the principal amount of such
bank obligations are fully insured by the U.S. government.


     An Underlying Fund holding instruments of foreign banks or financial
institutions may be subject to additional investment risks that are different in
some respects from those incurred by a fund which invests only in debt
obligations of U.S. domestic issuers. Domestic banks and foreign banks are
subject to different governmental regulations with respect to the amount and
types of loans which may be made and interest rates which may be charged. In
addition, the profitability of the banking industry depends largely upon the


                                       43



availability and cost of funds for the purpose of financing lending operations
under prevailing money market conditions. General economic conditions as well as
exposure to credit losses arising from possible financial difficulties of
borrowers play an important part in the operations of the banking industry.
Federal and state laws and regulations require domestic banks to maintain
specified levels of reserves, limited in the amount which they can loan to a
single borrower, and subject to other regulations designed to promote financial
soundness. However, such laws and regulations do not necessarily apply to
foreign bank obligations that an Underlying Fund may acquire.

     In addition to purchasing certificates of deposit and bankers' acceptances,
to the extent permitted under their respective investment objectives and
policies stated above and in their Prospectuses, certain Underlying Funds may
make interest-bearing time or other interest-bearing deposits in commercial or
savings banks. Time deposits are non-negotiable deposits maintained at a banking
institution for a specified period of time at a specified interest rate.

     Savings Association Obligations. Certain Underlying Funds may invest in
certificates of deposit (interest-bearing time deposits) issued by savings banks
or savings and loan associations that have capital, surplus and undivided
profits in excess of $100 million, based on latest published reports, or less
than $100 million if the principal amount of such obligations is fully insured
by the U.S. government.

     Commercial Paper, Short-Term Notes and Other Corporate Obligations. Certain
Underlying Funds may invest a portion of their assets in commercial paper and
short-term notes. Commercial paper consists of unsecured promissory notes issued
by corporations. Issues of commercial paper and short-term notes will normally
have maturities of less than nine months and fixed rates of return, although
such instruments may have maturities of up to one year.

     Corporate obligations include bonds and notes issued by corporations to
finance longer-term credit needs than supported by commercial paper. While such
obligations generally have maturities of ten years or more, the Underlying Funds
may purchase corporate obligations which have remaining maturities of one year
or less from the date of purchase and which are rated "AA" or higher by S&P or
"Aa" or higher by Moody's or a comparable rating agency.

Credit-Linked Notes

     A credit-linked note ("CLN") is generally issued by one party with a credit
option, or risk, linked to a second party. The embedded credit option allows the
first party to shift a specific credit risk to the CLN holder, or an Underlying
Fund in this case. The CLN is issued by a trust, a special purpose vehicle,
collateralized by AAA-rated securities. Because of its high ratings, a CLN may
be purchased by an Underlying Fund. The CLN's price or coupon is linked to the
performance of the reference asset of the second party. Generally, the CLN
holder receives either fixed or floating coupon rate during the life of the CLN
and par at maturity. The cash flows are dependent on specified credit-related
events. Should the second party default or declare bankruptcy, the CLN holder
will receive an amount equivalent to the recovery rate. The CLN holder bears the
risk of default by the second party and any unforeseen movements in the
reference asset, which could lead to loss of principal and receipt of interest
payments. In return for these risks, the CLN holder receives a higher yield. As
with most derivative investments, valuation of a CLN is difficult due to the
complexity of the security (i.e., the embedded option is not easily priced). An
Underlying Fund cannot assure that it can implement a successful strategy
regarding this type of investments.

Derivatives

     Generally, derivatives can be characterized as financial instruments whose
performance is derived, at least in part, from the performance of an underlying
asset or assets. Types of derivatives include options, futures contracts,
options on futures and forward contracts. Derivative instruments may be used for
a variety of reasons, including to enhance return, hedge certain market risks,
or provide a substitute for purchasing or selling particular securities.
Derivatives may provide a cheaper, quicker or more specifically focused way for
an Underlying Fund to invest than "traditional" securities would.

                                       44



     Derivatives can be volatile and involve various types and degrees of risk,
depending upon the characteristics of the particular derivative and the
portfolio as a whole. Derivatives permit an Underlying Fund to increase or
decrease the level of risk, or change the character of the risk, to which its
portfolio is exposed in much the same way as an Underlying Fund can increase or
decrease the level of risk, or change the character of the risk, of its
portfolio by making investments in specific securities.

     Derivatives may be purchased on established exchanges or through privately
negotiated transactions referred to as over-the-counter derivatives.
Exchange-traded derivatives generally are guaranteed by the clearing agency
which is the issuer or counterparty to such derivatives. This guarantee usually
is supported by a daily payment system (i.e., margin requirements) operated by
the clearing agency in order to reduce overall credit risk. As a result, unless
the clearing agency defaults, there is relatively little counterparty credit
risk associated with derivatives purchased on an exchange. By contrast, no
clearing agency guarantees over-the-counter derivatives. Therefore, each party
to an over-the-counter derivative bears the risk that the counterparty will
default. Accordingly, the Underlying Funds will consider the creditworthiness of
counterparties to over-the-counter derivatives in the same manner as they would
review the credit quality of a security to be purchased by an Underlying Fund.
Over-the-counter derivatives are less liquid than exchange-traded derivatives
since the other party to the transaction may be the only investor with
sufficient understanding of the derivative to be interested in bidding for it.

     The value of some derivative instruments in which an Underlying Fund
invests may be particularly sensitive to changes in prevailing interest rates,
and, like the other investments of the Underlying Funds, the ability of the
Underlying Funds to successfully utilize these instruments may depend in part
upon the ability of the Adviser or Sub-Adviser to forecast interest rates and
other economic factors correctly. If the Adviser or Sub-Adviser incorrectly
forecasts such factors and has taken positions in derivative instruments
contrary to prevailing market trends, the Underlying Funds could be exposed to
the risk of loss.

     An Underlying Fund might not employ any of the strategies described below,
and no assurance can be given that any strategy used will succeed. If the
Sub-Adviser incorrectly forecasts interest rates, market values or other
economic factors in utilizing a derivatives strategy for an Underlying Fund, the
Underlying Fund might have been in a better position if it had not entered into
the transaction at all. Also, suitable derivative transactions may not be
available in all circumstances. The use of these strategies involves certain
special risks, including a possible imperfect correlation, or even no
correlation, between price movements of derivative instruments and price
movements of related investments. While some strategies involving derivative
instruments can reduce the risk of loss, they can also reduce the opportunity
for gain or even result in losses by offsetting favorable price movements in
related investments or otherwise, due to the possible inability of the
Underlying Funds to purchase or sell a portfolio security at a time that
otherwise would be favorable or the possible need to sell a portfolio security
at a disadvantageous time because the Underlying Funds are required to maintain
asset coverage or offsetting positions in connection with transactions in
derivative instruments, and the possible inability of the Underlying Funds to
close out or to liquidate its derivatives positions. In addition, Underlying
Fund's use of such instruments may cause the Underlying Funds to realize higher
amounts of short-term capital gains (generally taxed at ordinary income tax
rates) than if it had not used such instruments.

     Options on Securities and Indices - Certain Underlying Funds may, to the
extent specified herein or in the Prospectuses, purchase and sell both put and
call options on fixed income or other securities or indices in standardized
contracts traded on foreign or domestic securities exchanges, boards of trade,
or similar entities, or quoted on NASDAQ or on an over-the-counter market, and
agreements, sometimes called cash puts, which may accompany the purchase of a
new issue of bonds from a dealer.

     An option on a security (or index) is a contract that gives the holder of
the option, in return for a premium, the right to buy from (in the case of a
call) or sell to (in the case of a put) the writer of the option the security
underlying the option (or the cash value of the index) at a specified exercise
price at any time during the term of the option. The writer of an option on a
security has the obligation upon exercise of the option to

                                       45



deliver the underlying security upon payment of the exercise price or to pay the
exercise price upon delivery of the underlying security. Upon exercise, the
writer of an option on an index is obligated to pay the difference between the
cash value of the index and the exercise price multiplied by the specified
multiplier for the index option. (An index is designed to reflect features of a
particular financial or securities market, a specific group of financial
instruments or securities, or certain economic indicators.)

     Certain Underlying Funds will write call options and put options only if
they are "covered." In the case of a call option on a security, the option is
"covered" if an Underlying Fund owns the security underlying the call or has an
absolute and immediate right to acquire that security without additional cash
consideration (or, if additional cash consideration is required, cash or other
assets determined to be liquid by the Sub-Adviser in accordance with procedures
established by the Board, in such amount are segregated by its custodian) upon
conversion or exchange of other securities held by the Underlying Funds. For a
call option on an index, the option is covered if an Underlying Fund maintains
with its custodian assets determined to be liquid by the Sub-Adviser in
accordance with procedures established by the Board, in an amount equal to the
contract value of the index. A call option is also covered if an Underlying Fund
holds a call on the same security or index as the call written where the
exercise price of the call held is (i) equal to or less than the exercise price
of the call written, or (ii) greater than the exercise price of the call
written, provided the difference is maintained by the Underlying Funds in
segregated assets determined to be liquid by the Sub-Adviser in accordance with
procedures established by the Board. A put option on a security or an index is
"covered" if the Underlying Funds segregates assets determined to be liquid the
Sub-Adviser in accordance with procedures established by the Board equal to the
exercise price. A put option is also covered if an Underlying Fund holds a put
on the same security or index as the put written where the exercise price of the
put held is (i) equal to or greater than the exercise price of the put written,
or (ii) less than the exercise price of the put written, provided the difference
is maintained by the Underlying Fund in segregated assets determined to be
liquid by the Sub-Adviser in accordance with procedures established by the
Board.

     If an option written by an Underlying Fund expires unexercised, the
Underlying Fund realizes a capital gain equal to the premium received at the
time the option was written. If an option purchased by an Underlying Fund
expires unexercised, the Underlying Fund realizes a capital loss equal to the
premium paid. Prior to the earlier of exercise or expiration, an exchange traded
option may be closed out by an offsetting purchase or sale of an option of the
same series (type, exchange, underlying security or index, exercise price, and
expiration). There can be no assurance, however, that a closing purchase or sale
transaction can be effected when the Underlying Funds desire.

     An Underlying Fund may well sell put or call options it has previously
purchased, which could result in a net gain or loss depending on whether the
amount realized on the sale is more or less than the premium and other
transaction costs paid on the put or call option which is sold. Prior to
exercise or expiration, an option may be closed out by an offsetting purchase or
sale of an option of the same series. The Underlying Funds will realize a
capital gain from a closing purchase transaction if the cost of the closing
option is less than the premium received from writing the option, or, if it is
more, Underlying Fund will realize a capital loss. If the premium received from
a closing sale transaction is more than the premium paid to purchase the option,
the Underlying Funds will realize a capital gain or, if it is less, the
Underlying Funds will realize a capital loss. The principal factors affecting
the market value of a put or a call option include supply and demand, interest
rates, the current market price of the underlying security or index in relation
to the exercise price of the option, the volatility of the underlying security
or index, and the time remaining until the expiration date.

     The premium paid for a put or call option purchased by the Underlying Funds
is an asset of the Underlying Funds. The premium received for an option written
by the Underlying Funds is recorded as a deferred credit. The value of an option
purchased or written is marked to market daily and is valued at the closing
price on the exchange on which it is traded or, if not traded on an exchange or
no closing price is available, at the mean between the last bid and asked
prices.

     Certain Underlying Funds may write covered straddles consisting of a
combination of a call and a put written on the same underlying security. A
straddle will be covered when sufficient assets are deposited to

                                       46



meet an Underlying Fund's immediate obligations. The Underlying Funds may use
the same liquid assets to cover both the call and put options where the exercise
price of the call and put are the same, or the exercise price of the call is
higher than that of the put. In such cases, the Underlying Funds will also
segregate liquid assets equivalent to the amount, if any, by which the put is
"in the money."

     Risks Associated with Options on Securities and Indices - There are several
risks associated with transactions in options on securities and on indices. For
example, there are significant differences between the securities and options
markets that could result in an imperfect correlation between these markets,
causing a given transaction not to achieve its objectives. A decision as to
whether, when and how to use options involves the exercise of skill and
judgment, and even a well-conceived transaction may be unsuccessful to some
degree because of market behavior or unexpected events.

     During the option period, the covered call writer has, in return for the
premium on the option, given up the opportunity to profit from a price increase
in the underlying security above the exercise price, but, as long as its
obligation as a writer continues, has retained the risk of loss should the price
of the underlying security decline. The writer of an option has no control over
the time when it may be required to fulfill its obligation as a writer of the
option. Once an option writer has received an exercise notice, it cannot effect
a closing purchase transaction in order to terminate its obligation under the
option and must deliver the underlying security at the exercise price. If a put
or call option purchased by the Underlying Funds is not sold when it has
remaining value, and if the market price of the underlying security remains
equal to or greater than the exercise price (in the case of a put), or remains
less than or equal to the exercise price (in the case of a call), the Underlying
Funds will lose its entire investment in the option. Also, where a put or call
option on a particular security is purchased to hedge against price movements in
a related security, the price of the put or call option may move more or less
than the price of the related security.

     There can be no assurance that a liquid market will exist when the
Underlying Funds seek to close out an option position. If the Underlying Funds
were unable to close out an option that it had purchased on a security, it would
have to exercise the option in order to realize any profit or the option may
expire worthless. If the Underlying Funds were unable to close out a covered
call option that it had written on a security, it would not be able to sell the
underlying security unless the option expired without exercise. As the writer of
a covered call option, the Underlying Funds forgo, during the option's life, the
opportunity to profit from increases in the market value of the security
covering the call option above the sum of the premium and the exercise price of
the call.

     If trading were suspended in an option purchased by the Underlying Funds,
the Underlying Funds would not be able to close out the option. If restrictions
on exercise were imposed, the Underlying Funds might be unable to exercise an
option it has purchased. Except to the extent that a call option on an index
written by the Underlying Funds is covered by an option on the same index
purchased by the Underlying Funds, movements in the index may result in a loss
to the Underlying Funds; however, such losses may be mitigated by changes in the
value of the Underlying Fund's securities during the period the option was
outstanding.

     Foreign Currency Options - Certain Underlying Funds may buy or sell put and
call options on foreign currencies either on exchanges or in the
over-the-counter market. A put option on a foreign currency gives that purchaser
of the option the right to sell a foreign currency at the exercise price until
the option expires. A call option on a foreign currency gives the purchaser of
the option the right to purchase the currency at the exercise price until the
option expires. Currency options traded on U.S. or other exchanges may be
subject to position limits, which may limit the ability of the Underlying Funds
to reduce foreign currency risk using such options. Over-the-counter options
differ from traded options in that they are two-party contracts with price and
other terms negotiated between buyer and seller, and generally do not have as
much market liquidity as exchange-traded options.

     Futures Contracts and Options on Futures Contracts - A futures contract is
an agreement between two parties to buy and sell a security or commodity for a
set price on a future date. These contracts are traded on

                                       47



exchanges, so that, in most cases, either party can close out its position on
the exchange for cash, without delivering the security or commodity. An option
on a futures contract gives the holder of the option the right to buy or sell a
position in a futures contract to the writer of the option, at a specified price
and on or before a specified expiration date.

     Certain Underlying Funds may invest in futures contracts and options
thereon ("futures options") including such contracts or options with respect to,
but not limited to, interest rates, commodities, and security or commodity
indices. To the extent that an Underlying Fund may invest in foreign
currency-denominated securities, it may also invest in foreign currency futures
contracts and options thereon.

     An interest rate, commodity, foreign currency or index futures contract
provides for the future sale by one party and purchase by another party of a
specified quantity of a financial instrument, commodity, foreign currency or the
cash value of an index at a specified price and time. A futures contract on an
index is an agreement pursuant to which two parties agree to take or make
delivery of an amount of cash equal to the difference between the value of the
index at the close of the last trading day of the contract and the price at
which the index contract was originally written. Although the value of an index
might be a function of the value of certain specified securities, no physical
delivery of these securities is made. A public market exists in futures
contracts covering a number of indices as well as financial instruments and
foreign currencies including: the S&P 500(R) Composite Stock Price Index ("S&P
500(R)"); the S&P MidCap 400; the Nikkei 225; the NYSE composite; U.S. Treasury
bonds; U.S. Treasury notes; GNMA Certificates; three-month U.S. Treasury bills;
90-day commercial paper; bank certificates of deposit; Eurodollar certificates
of deposit; the Australian dollar; the Canadian and certain multinational
currencies, such as the euro. It is expected that other futures contracts will
be developed and traded in the future.

     Certain Underlying Funds may purchase and write call and put futures
options, as specified for those Underlying Funds in this SAI or the
Prospectuses. Futures options possess many of the same characteristics as
options on securities and indexes (discussed above). A futures option gives the
holder the right, in return for the premium paid, to assume a long position
(call) or short position (put) in a futures contract at a specified exercise
price at any time during the period of the option. Upon exercise of a call
option, the holder acquires a long position in the futures contract and the
writer is assigned the opposite short position. In the case of a put option, the
opposite is true.

     Certain Underlying Funds intend generally to limit their use of futures
contracts and futures options to "bona fide hedging" transactions, as such term
is defined in applicable regulations, interpretations and practice. For example,
an Underlying Fund might use futures contracts to hedge against anticipated
changes in interest rates that might adversely affect either the value of the
Underlying Fund's securities or the price of the securities, which the
Underlying Fund intends to purchase. An Underlying Fund's hedging activities may
include sales of futures contracts as an offset against the effect of expected
increases in interest rates, and purchases of futures contracts as an offset
against the effect of expected declines in interest rates. Although other
techniques could be used to reduce an Underlying Fund's exposure to interest
rate fluctuations, the Underlying Fund may be able to hedge its exposure more
effectively and perhaps at a lower cost by using futures contracts and futures
options.

     Certain Underlying Funds will only enter into futures contracts and futures
options, which are standardized and traded on a U.S. or foreign exchange, board
of trade, or similar entity, or quoted on an automated quotation system.

     When a purchase or sale of a futures contract is made by an Underlying
Fund, the Underlying Fund is required to deposit with its custodian (or broker,
if legally permitted) a specified amount of assets determined to be liquid by
the Sub-Adviser in accordance with procedures established by the Board ("initial
margin"). The margin required for a futures contract is set by the exchange on
which the contract is traded and may be modified during the term of the
contract. Margin requirements on foreign exchanges may be different than U.S.
exchanges. The initial margin is in the nature of a performance bond or good
faith deposit on the futures contract, which is returned to the Underlying Funds
upon termination of the contract, assuming all

                                       48



contractual obligations have been satisfied. The Underlying Funds expect to earn
interest income on its initial margin deposits. A futures contract held by the
Underlying Funds is valued daily at the official settlement price of the
exchange on which it is traded. Each day the Underlying Funds pay or receives
cash, called "variation margin" equal to the daily change in value of the
futures contract. This process is known as "marking to market." Variation margin
does not represent a borrowing or loan by Underlying Fund but is instead a
settlement between Underlying Fund and the broker of the amount one would owe
the other if the futures contract expired. In computing daily net asset value,
each Fund will mark to market its open futures positions.

     Certain Underlying Funds are also required to deposit and maintain margin
with respect to put and call options on futures contracts written by it. Such
margin deposits will vary depending on the nature of the underlying futures
contract (and the related initial margin requirements), the current market value
of the option, and other futures positions held by Underlying Fund.

     Although some futures contracts call for making or taking delivery of the
underlying securities, generally these obligations are closed out prior to
delivery by offsetting purchases or sales of matching futures contracts (same
exchange, underlying security or index, and delivery month). Closing out a
futures contract sale is effected by purchasing a futures contract for the same
aggregate amount of the specific type of financial instrument with the same
delivery date. If an offsetting purchase price is less than the original sale
price, an Underlying Fund realizes a capital gain, or if it is more, the
Underlying Fund realizes a capital loss. Conversely, if an offsetting sale price
is more than the original purchase price, Underlying Fund realizes a capital
gain, or if it is less, the Underlying Fund realizes a capital loss. The
transaction costs must also be included in these calculations.

     For a covered straddle consists of a call and a put written the same
underlying futures contract. A straddle will be covered when sufficient assets
are deposited to meet the Underlying Fund's immediate obligations. An Underlying
Fund may use the same liquid assets to cover both the call and put options where
the exercise price of the call and put are the same, or the exercise price of
the call is higher than that of the put. In such cases, an Underlying Fund will
also segregate liquid assets equivalent to the amount, if any, by which the put
is "in the money."

     Limitations on Use of Futures and Futures Options - In general, an
Underlying Fund intends to enter into positions in futures contracts and related
options only for "bona fide hedging" purposes. When purchasing a futures
contract, an Underlying Fund will maintain with its custodian (and
mark-to-market on a daily basis) assets determined to be liquid by the
Sub-Adviser in accordance with procedures established by the Board, that, when
added to the amounts deposited with a futures commission merchant as margin, are
equal to the market value of the futures contract. Alternatively, an Underlying
Fund may "cover" its position by purchasing a put option on the same futures
contract with a strike price as high or higher than the price of the contract
held by an Underlying Fund.

     When purchasing a futures contract, an Underlying Fund will maintain with
its custodian (and mark-to-market on a daily basis)_ assets determined to be
liquid by the Sub-Adviser in accordance e with procedures established by the
Board, that, when added to the amounts deposited with a futures commission
merchant as margin, are equal to the market value of the futures contract.
Alternatively, an Underlying Fund may "cover" its position by purchasing a put
option on the same futures contract with a strike price as high or higher than
the price of the contract held by an Underlying Fund.

     When selling a futures contract, an Underlying Fund will maintain with its
custodian (and mark-to-market on a daily basis) assets determined to be liquid
by the Adviser Sub-Adviser in accordance with procedures established by the
Board, that are equal to the market value of the instruments underlying the
contract. Alternatively, an Underlying Fund may "cover" its position by owning
the instruments underlying the contract (or, in the case of an index futures
contract, a portfolio with a volatility substantially similar to that of the
index on which the futures contract is based), or by holding a call option
permitting Underlying Fund to

                                       49



purchase the same futures contract at a price no higher than the price of the
contract written by an Underlying Fund (or at a higher price if the difference
is maintained in liquid assets with the Trust's custodian).

     When selling a call option on a futures contract, an Underlying Fund will
maintain with its custodian (and mark-to-market on a daily basis) assets
determined to be liquid by the Sub-Advisor in accordance with procedures
established by the Board, that equal the purchase price of the futures contract,
less any margin on deposit. Alternatively, an Underlying Fund may cover the
position either by entering into a short position in the same futures contract,
or by owning a separate put option permitting it to sell the same futures
contract so long as the strike price of the purchased put option is the same or
higher than the strike price of the put option sold by an Underlying Fund.

     When selling a put option on a futures contract, an Underlying Fund will
maintain with its custodian (and mark-to-market on a daily basis) assets
determined to be liquid by the Sub-Adviser in accordance with procedures
established by the Board, that equal the purchase price of the futures contract,
less any margin on deposit. Alternatively, an Underlying Fund may cover the
position either by entering into a short position in the same futures contract,
or by owning a separate put option permitting it to sell the same futures
contract so long as the strike price of the purchased put option is the same or
higher than the strike price of the put option sold by the Underlying Fund.

     To the extent that securities with maturities greater than one year are
used to segregate assets to cover an Underlying Fund's obligations under the
futures contracts and related options, such use will not eliminate the risk of a
form of leverage, which may tend to exaggerate the effect on net asset value of
any increase or decrease in the market value of the Underlying Fund's portfolio,
and may require liquidation of portfolio positions when it is not advantageous
to do so. However, any potential risk of leverage resulting from the use of
securities with maturities greater than one year may be mitigated by the overall
duration limit on Underlying Fund's portfolio securities. Thus, the use of a
longer-term security may require an Underlying Fund to hold offsetting
short-term securities to balance an Underlying Fund's portfolio such that an
Underlying Fund's duration does not exceed the maximum permitted for an
Underlying Fund in the Prospectuses.

     The requirements for qualification as a regulated investment company also
may limit the extent to which Underlying Fund may enter into futures, futures
options or forward contracts.

     Risks Associated with Futures and Futures Options - There are several risks
associated with the use of futures contracts and futures options as hedging
techniques. A purchase or sale of a futures contract may result in losses in
excess of the amount invested in the futures contract. There can be no guarantee
that there will be a correlation between price movements in the hedging vehicle
and in an Underlying Fund securities being hedged. In addition, there are
significant differences between the securities and futures markets that could
result in an imperfect correlation between the markets, causing a given hedge
not to achieve its objectives. The degree of imperfection of correlation depends
on circumstances such as variations in speculative market demand for futures and
futures options on securities, including technical influences in futures trading
and futures options, and differences between the financial instruments being
hedged and the instruments underlying the standard contracts available for
trading in such respects as interest rate levels, maturities, and
creditworthiness of issuers. A decision as to whether, when and how to hedge
involves the exercise of skill and judgment, and even a well-conceived hedge may
be unsuccessful to some degree because of market behavior or unexpected interest
rate trends.

     Future exchanges may limit the amount of fluctuation permitted in certain
futures contract prices during a single trading day. The daily limit establishes
the maximum amount that the price of a futures contract may vary either up or
down from the previous day's settlement price at the end of the current trading
session. Once the daily limit has been reached in a futures contract subject to
the limit, no more trades may be made on that day at a price beyond that limit.
The daily limit governs only price movements during a particular trading day and
therefore does not limit potential loses because the limit may work to prevent
the liquidation of unfavorable positions. For example, futures prices have
occasionally moved to the daily limit for several

                                       50



consecutive trading days with little or no trading, thereby preventing prompt
liquidation of positions and subjecting some holder of futures contracts to
substantial losses.

     There can be no assurance that a liquid market will exist at a time when an
Underlying Fund seeks to close out a futures or a futures option position, and
that an Underlying Fund would remain obligated to meet margin requirements until
the position is closed. In addition, many of the contracts discussed above are
relatively new instruments without a significant trading history. As a result,
there can be no assurance that an active secondary market will develop or
continue to exist.


     Additional Risks of Options on Securities, Futures Contracts, Options on
Futures Contracts, and Forward Currency Exchange Contracts and Options Thereon -
Options on securities, futures contracts, and options on currencies may be
traded on foreign exchanges. Such transactions may not be regulated as
effectively as similar transactions in the United States; may not involve a
clearing mechanism and related guarantees, and are subject to the risk of
governmental actions affecting trading in, or the prices of, foreign securities.
The value of such positions also could be adversely affected by (i) other
complex foreign political, legal and economic factors, (ii) lesser availability
than in the United States of data on which to make trading decisions, (iii)
delays in an Underlying Fund's ability to act upon economic events occurring in
foreign markets during non-business hours in the United States, (iv) the
imposition of different exercise and settlement terms and procedures and margin
requirements than in the United States, and (v) lesser trading volume.


     Exchange-traded options generally have a continuous liquid market while
dealer options may not. Consequently, an Underlying Fund can realize the value
of a dealer option it has purchased only by exercising or reselling the option
to the issuing dealer. Similarly, when an Underlying Fund writes a dealer
option, the Underlying Fund can close out the option prior to its expiration
only by entering into a closing purchase transaction with the dealer. While the
Underlying Funds seek to enter into dealer options only with dealers who will
agree to and can enter into closing transactions with an Underlying Fund, no
assurance exists that an Underlying Fund will at any time be able to liquidate a
dealer option at a favorable price at any time prior to expiration. Unless an
Underlying Fund, as a covered dealer call option writer, can effect a closing
purchase transaction, it will not be able to liquidate securities (or other
assets) used as cover until the option expires or is exercised. In the event of
insolvency of the other party, Underlying Fund may be unable to liquidate a
dealer option. With respect to options written by an Underlying Fund, the
inability to enter into a closing transaction may result in material losses to
an Underlying Fund. For example, because an Underlying Fund must maintain a
secured position with respect to any call option on a security it writes, the
Underlying Fund may not sell the assets that it has segregated to secure the
position while it is obligated under the option. This requirement may impair the
Underlying Fund's ability to sell portfolio securities at a time when such sale
might be advantageous.

     Dealer Options. Dealer options are options negotiated individually through
dealers rather than traded on an exchange. Certain risks are specific to dealer
options. While certain Underlying Funds might look to a clearing corporation to
exercise exchange-traded options, if an Underlying Fund purchases a dealer
option it must rely on the selling dealer to perform if an Underlying Fund
exercises the option. Failure by the dealer to do so would result in the loss of
the premium paid by Underlying Fund as well as loss of the expected benefit of
the transaction.

                                       51



     The Staff of the SEC takes the position that purchased dealer options are
illiquid securities. An Underlying Fund may treat the cover used for written
dealer options as liquid if the dealer agrees that the Underlying Fund may
repurchase the dealer option it has written for a maximum price to be calculated
by a predetermined formula. In such cases, the dealer option would be considered
illiquid only to the extent the maximum purchase price under the formula exceeds
the intrinsic value of the option. With that exception, however, Underlying Fund
will treat dealer options as subject to the Undelrying Fund's limitation on
illiquid securities. If the Commission changes its position on the liquidity of
dealer options, the Underlying Fund will change its treatment of such
instruments accordingly.

     Financial Futures Contracts And Related Options. Financial futures
contracts and related options may be used to hedge against changes in the market
value of portfolio securities or securities that it intends to purchase. An
Underlying Fund could purchase a financial futures contract (such as an interest
rate futures contract or securities index futures contract) to protect against a
decline in the value of its portfolio or to gain exposure to securities which
Underlying Fund otherwise wishes to purchase. Hedging is accomplished when an
investor takes a position in the futures market opposite to his cash market
position. There are two types of hedges -- long (or buying) and short (or
selling) hedges. Historically, prices in the futures market have tended to move
in concert with cash market prices, and prices in the futures market have
maintained a fairly predictable relationship to prices in the cash market. Thus,
a decline in the market value of securities in the Underlying Fund's portfolio
may be protected against to a considerable extent by gains realized on futures
contracts sales. Similarly, it is possible to protect against an increase in the
market price of securities that the Underlying Funds may wish to purchase in the
future by purchasing futures contracts.

     Financial futures contracts, which are traded on a recognized exchange or
board of trade, may be used. Financial futures contracts consist of interest
rate futures contracts and securities index futures contracts. A public market
presently exists in interest rate futures contracts covering long-term U.S.
Treasury bonds, U.S. Treasury notes, three-month U.S. Treasury bills and GNMA
certificates. Securities index futures contracts are currently traded with
respect to the S&P 500(R) and such other broad-based stock market indices as the
New York Stock Exchange Composite Stock Index and the Value Line Composite Stock
Price Index. A clearing corporation associated with the exchange or board of
trade on which a financial futures contract trades assumes responsibility for
the completion of transactions and also guarantees that open futures contracts
will be performed.

     An interest rate futures contract obligates the seller of the contract to
deliver, and the purchaser to take delivery of, the interest rate securities
called for in the contract at a specified future time and at a specified price.
A stock index assigns relative values to the common stocks included in the
index, and the index fluctuates with changes in the market values of the common
stocks so included. A stock index futures contract is an agreement pursuant to
which two parties agree to take or make delivery of an amount of cash equal to a
specified dollar amount times the difference between the stock index value at
the close of the last trading day of the contract and the price at which the
futures contract is originally struck. An option on a financial futures contract
gives the purchaser the right to assume a position in the contract (a long
position if the option is a call and short position if the option is a put) at a
specified exercise price at any time during the period of the option.

     In contrast to the situation when an Underlying Fund purchases or sells a
security, no security is delivered or received by Underlying Fund upon the
purchase or sale of a financial futures contract. Initially, the Underlying Fund
will be required to segregate with its custodian bank an amount of cash and/or
liquid assets. This amount is known as initial margin and is in the nature of a
performance bond or good faith deposit on the contract. The current initial
margin deposit required per contract is approximately 5% of the contract amount.
Brokers may establish deposit requirements higher than this minimum. Subsequent
payments, called variation margin, will be made to and from the account on a
daily basis as the price of the futures contract fluctuates. This process is
known as marking to market. At the time of purchase of a futures contract or a
call option on a futures contract, an amount of cash, U. S. government
securities or other appropriate high-grade securities equal to the market value
of the futures contract minus the Underlying Fund's initial margin deposit with
respect thereto will be segregated with the Underlying Fund's custodian bank to
collateralize fully the position and thereby ensure that it is not leveraged.
The extent to which the Underlying Fund may enter into

                                       52



financial futures contracts and related options may also be limited by the
requirements of the Code for qualification as a regulated investment company.

     The writer of an option on a futures contract is required to deposit margin
pursuant to requirements similar to those applicable to futures contracts. Upon
exercise of an option on a futures contract, the delivery of the futures
position by the writer of the option to the holder of the option will be
accompanied by delivery of the accumulated balance in the writer's margin
account. This amount will be equal to the amount by which the market price of
the futures contract at the time of exercise exceeds, in the case of a call, or
is less than, in the case of a put, the exercise price of the option on the
futures contract.

     Although financial futures contracts by their terms call for actual
delivery or acceptance of securities, in most cases the contracts are closed out
before the settlement date without the making or taking of delivery. Closing out
is accomplished by effecting an offsetting transaction. A futures contract sale
is closed out by effecting a futures contract purchase for the same aggregate
amount of securities and the same delivery date. If the sale price exceeds the
offsetting purchase price, the seller immediately would be paid the difference
and would realize a gain. If the offsetting purchase price exceeds the sale
price, the seller immediately would pay the difference and would realize a loss.
Similarly, a futures contract purchase is closed out by effecting a futures
contract sale for the same securities and the same delivery date. If the
offsetting sale price exceeds the purchase price, the purchaser would realize a
gain, whereas if the purchase price exceeds the offsetting sale price, the
purchaser would realize a loss.

     The Underlying Funds will pay commissions on financial futures contracts
and related options transactions. These commissions may be higher than those
that would apply to purchases and sales of securities directly.

Limitations and Risks on Futures Contracts and Related Options

     The purchase of options involves certain risks. If a put option purchased
by an Underlying Fund is not sold when it has remaining value, and if the market
price of the underlying security remains equal to or greater than the exercise
price, the Underlying Fund will lose its entire investment in the option. Also,
where a put option is purchased to hedge against price movements in a particular
security, the price of the put option may move more or less than the price of
the related security. There can be no assurance that a liquid market will exist
when an Underlying Fund seeks to close out an option position. Furthermore, if
trading restrictions or suspensions are imposed on the options markets, an
Underlying Fund may be unable to close out a position. Positions in futures
contracts and related options may be closed out only on an exchange that
provides a secondary market for such contracts or options. An Underlying Fund
will enter into an option or futures position only if there appears to be a
liquid secondary market. However, there can be no assurance that a liquid
secondary market will exist for any particular option or futures contract at any
specific time. Thus, it may not be possible to close out a futures or related
option position. In the case of a futures position, in the event of adverse
price movements the Underlying Fund would continue to be required to make daily
margin payments. In this situation, if the Underlying Fund has insufficient cash
to meet daily margin requirements it may have to sell portfolio securities at a
time when it may be disadvantageous to do so. In addition, the Underlying Fund
may be required to take or make delivery of the securities underlying the
futures contracts it holds. The inability to close out futures positions also
could have an adverse impact on the Underlying Fund's ability to hedge its
portfolio effectively.

     There are several risks in connection with the use of futures contracts as
a hedging device. While hedging can provide protection against an adverse
movement in market prices, it can also preclude a hedger's opportunity to
benefit from a favorable market movement. In addition, investing in futures
contracts and options on futures contracts will cause the Underlying Funds to
incur additional brokerage commissions and may cause an increase in the
Underlying Fund's portfolio turnover rate. The successful use of futures
contracts and related options also depends on the ability of the Adviser or
Sub-Adviser to forecast correctly the direction and extent of market movements
within a given time frame. To the extent market prices remain stable during the
period a futures contract or option is held by an Underlying Fund or such prices
move in a

                                       53



direction opposite to that anticipated the Underlying Fund may realize a loss on
the hedging transaction that is not offset by an increase in the value of its
portfolio securities. As a result, the return of the Underlying Fund for the
period may be less than if it had not engaged in the hedging transaction.

     The use of futures contracts involves the risk of imperfect correlation in
movements in the price of futures contracts and movements in the price of the
securities that are being hedged. If the price of the futures contract moves
more or less than the price of the securities being hedged, an Underlying Fund
will experience a gain or loss that will not be completely offset by movements
in the price of the securities. It is possible that, where an Underlying Fund
has sold futures contracts to hedge its portfolio against a decline in the
market, the market may advance and the value of securities held in the
Underlying Fund's portfolio may decline. If this occurred, the Underlying Fund
would lose money on the futures contract and would also experience a decline in
value in its portfolio securities. Where futures are purchased to hedge against
a possible increase in the prices of securities before the Underlying Fund is
able to invest its cash (or cash equivalents) in securities (or options) in an
orderly fashion, it is possible that the market may decline; if the Underlying
Fund then determines not to invest in securities (or options) at that time
because of concern as to possible further market decline or for other reasons,
the Underlying Fund will realize a loss on the futures that would not be offset
by a reduction in the price of the securities purchased.

     The market prices of futures contracts may be affected if participants in
the futures market elect to close out their contracts through off-setting
transactions rather than to meet margin deposit requirements. In such a case,
distortions in the normal relationship between the cash and futures markets
could result. Price distortions could also result if investors in futures
contracts opt to make or take delivery of the underlying securities rather than
to engage in closing transactions due to the resultant reduction in the
liquidity of the futures market. In addition, due to the fact that, from the
point of view of speculators, the deposit requirements in the futures markets
are less onerous than margin requirements in the cash market, increased
participation by speculators in the futures market could cause temporary price
distortions. Due to the possibility of price distortions in the futures market
and because of the imperfect correlation between movements in the prices of
securities and movements in the prices of futures contracts, a correct forecast
of market trends may still not result in a successful transaction.

     Compared to the purchase or sale of futures contracts, the purchase of put
or call options on futures contracts involves less potential risk for an
Underlying Fund because the maximum amount at risk is the premium paid for the
options plus transaction costs. However, there may be circumstances when the
purchase of an option on a futures contract would result in a loss to an
Underlying Fund while the purchase or sale of the futures contract would not
have resulted in a loss, such as when there is no movement in the price of the
underlying securities.

     Foreign Currency Futures Contracts. Foreign currency future contracts may
be used for hedging purposes. A foreign currency futures contract provides for
the future sale by one party and purchase by another party of a specified
quantity of a foreign currency at a specified price and time. A public market
exists in futures contracts covering several foreign currencies, including the
Australian dollar, the Canadian dollar, the British pound, the Japanese yen, the
Swiss franc, and certain multinational currencies such as the European Euro.
Other foreign currency futures contracts are likely to be developed and traded
in the future.

Foreign Currency Options.

     A put or call option on a foreign currency gives the purchaser of the
option the right to sell or purchase a foreign currency at the exercise price
until the option expires. The Underlying Funds use foreign currency options
separately or in combination to control currency volatility. Among the
strategies employed to control currency volatility is an option collar. An
option collar involves the purchase of a put option and the simultaneous sale of
call option on the same currency with the same expiration date but with
different exercise (or "strike") prices. Generally, the put option will have an
out-of-the-money strike price, while the call option will have either an
at-the-money strike price or an in-the-money strike price. Foreign currency
options are

                                       54



derivative securities. Currency options traded on U.S. or other exchanges may be
subject to position limits, which may limit the ability of the Underlying Funds
to reduce foreign currency risk using such options.

     As with other kinds of option transactions, writing options on foreign
currency constitutes only a partial hedge, up to the amount of the premium
received. The Underlying Funds could be required to purchase or sell foreign
currencies at disadvantageous exchange rates, thereby incurring losses. The
purchase of an option on foreign currency may constitute an effective hedge
against exchange rate fluctuations; however, in the event of exchange rate
movements adverse to an Underlying Fund's position, the Underlying Fund may
forfeit the entire amount of the premium plus related transaction costs.

Forward Currency Contracts

     Forward currency contracts are entered into in anticipation of changes in
currency exchange rates. A forward currency contract is an obligation to
purchase or sell a specific currency at a future date, which may be any fixed
number of days from the date of the contract agreed upon by the parties, at a
price set at the time of the contract. For example, an Underlying Fund might
purchase a particular currency or enter into a forward currency contract to
preserve the U.S. dollar price of securities it intends to or has contracted to
purchase. Alternatively, it might sell a particular currency on either a spot or
forward basis to hedge against an anticipated decline in the dollar value of
securities it intends to or has contracted to sell. Although this strategy could
minimize the risk of loss due to a decline in the value of the hedged currency,
it could also limit any potential gain from an increase in the value of the
currency.

Over-the-Counter Options

     Over-the-counter options ("OTC Options") and the assets used as cover for
written OTC Options are illiquid securities. An Underlying Fund will write OTC
Options only with primary U.S. government securities dealers recognized by the
Board of Governors of the Federal Reserve System or member banks of the Federal
Reserve System ("primary dealers"). In connection with these special
arrangements, the Underlying Fund intends to establish standards for the
creditworthiness of the primary dealers with which it may enter into OTC Option
contracts and those standards, as modified from time to time, will be
implemented and monitored by the Adviser or Sub-Adviser. Under these special
arrangements, the Underlying Fund will enter into contracts with primary dealers
that provide that the Underlying Fund has the absolute right to repurchase an
option it writes at any time at a repurchase price which represents the fair
market value, as determined in good faith through negotiation between the
parties, but that in no event will exceed a price determined pursuant to a
formula contained in the contract. Although the specific details of the formula
may vary between contracts with different primary dealers, the formula will
generally be based on a multiple of the premium received by the Underlying Fund
for writing the option, plus the amount, if any, by which the option is
"in-the-money." The formula will also include a factor to account for the
difference between the price of the security and the strike price of the option
if the option is written "out-of-the-money." "Strike price" refers to the price
at which an option will be exercised. "Cover assets" refers to the amount of
cash or liquid assets that must be segregated to collateralize the value of the
futures contracts written by the Underlying Fund. Under such circumstances, the
Underlying Fund will treat as illiquid that amount of the cover assets equal to
the amount by which the formula price for the repurchase of the option is
greater than the amount by which the market value of the security subject to the
option exceeds the exercise price of the option (the amount by which the option
is "in-the-money"). Although each agreement will provide that the Underlying
Fund's repurchase price shall be determined in good faith (and that it shall not
exceed the maximum determined pursuant to the formula), the formula price will
not necessarily reflect the market value of the option written. Therefore, the
Underlying Fund might pay more to repurchase the OTC Option contract than the
Underlying Fund would pay to close out a similar exchange traded option.

Purchasing Options

                                       55



     Purchasing Put and Call Options. Put and call options are derivative
securities traded on U.S. and foreign exchanges, including the American Stock
Exchange, Chicago Board Options Exchange, Philadelphia Stock Exchange, Pacific
Stock Exchange and New York Stock Exchange. Except as indicated in "Non-Hedging
Strategic Transactions," the Underlying Funds may engage in trading of such
derivative securities exclusively for hedging purposes.

     If a put option is purchased, the Underlying Fund acquires the right to
sell the underlying security at a specified price at any time during the term of
the option (for "American-style" options) or on the option expiration date (for
"European-style" options). Purchasing put options may be used as a portfolio
investment strategy when the Adviser or Sub-Adviser perceives significant
short-term risk but substantial long-term appreciation for the underlying
security. The put option acts as an insurance policy, as it protects against
significant downward price movement while it allows full participation in any
upward movement. If the Underlying Fund holds a stock which the Adviser or
Sub-Adviser believes has strong fundamentals, but for some reason may be weak in
the near term, the Underlying Fund may purchase a put option on such security,
thereby giving itself the right to sell such security at a certain strike price
throughout the term of the option. Consequently, the Underlying Fund will
exercise the put only if the price of such security falls below the strike price
of the put. The difference between the put's strike price and the market price
of the underlying security on the date the Underlying Fund exercises the put,
less transaction costs, is the amount by which the Underlying Fund hedges
against a decline in the underlying security. If during the period of the option
the market price for the underlying security remains at or above the put's
strike price, the put will expire worthless, representing a loss of the price
the Underlying Fund paid for the put, plus transaction costs. If the price of
the underlying security increases, the premium paid for the put option less any
amount for which the put may be sold reduces the profit the Underlying Fund
realizes on the sale of the securities.

     If a call option is purchased, it acquires the right to purchase the
underlying security at a specified price at any time during the term of the
option. The purchase of a call option is a type of insurance policy to hedge
against losses that could occur if the Underlying Fund has a short position in
the underlying security and the security thereafter increases in price. The
Underlying Fund will exercise a call option only if the price of the underlying
security is above the strike price at the time of exercise. If during the option
period the market price for the underlying security remains at or below the
strike price of the call option, the option will expire worthless, representing
a loss of the price paid for the option, plus transaction costs. If an
Underlying Fund purchases the call option to hedge a short position in the
underlying security and the price of the underlying security thereafter falls,
the premium paid for the call option less any amount for which such option may
be sold reduces the profit the Underlying Fund realizes on the cover of the
short position in the security.

     Prior to exercise or expiration, an option may be sold when it has
remaining value by a purchaser through a "closing sale transaction," which is
accomplished by selling an option of the same series as the option previously
purchased. The Underlying Funds generally will purchase only those options for
which the Adviser or Sub-Adviser believes there is an active secondary market to
facilitate closing transactions.

Stock Index Options

     Stock Index options include put and call options with respect to the S&P
500(R) Index and other stock indices. These may be purchased as a hedge against
changes in the values of portfolio securities or securities which it intends to
purchase or sell, or to reduce risks inherent in the ongoing management of the
Underlying Fund. The distinctive characteristics of options on stock indices
create certain risks not found in stock options generally. Because the value of
an index option depends upon movements in the level of the index rather than the
price of a particular stock, whether the Underlying Fund will realize a gain or
loss on the purchase or sale of an option on an index depends upon movements in
the level of stock prices in the stock market generally rather than movements in
the price of a particular stock. Accordingly, successful use by a Underlying
Fund of options on a stock index depends on the Adviser or Sub-Adviser's ability
to predict correctly movements in the direction of the stock market generally.
This requires different skills and techniques than predicting changes in the
price of individual stocks.

     Index prices may be distorted if circumstances disrupt trading of certain
stocks included in the index,

                                       56



such as if trading were halted in a substantial number of stocks included in the
index. If this happens, the Underlying Fund could be unable to close out options
which it had purchased, and if restrictions on exercise were imposed, the
Underlying Fund might be unable to exercise an option it holds, which could
result in substantial losses to the Underlying Fund. The Underlying Funds
purchase put or call options only with respect to an index which the Adviser or
Sub-Adviser believes includes a sufficient number of stocks to minimize the
likelihood of a trading halt in the index.

Straddles

     A Straddle, which may be used for hedging purposes, is a combination of put
and call options on the same underlying security used for hedging purposes to
adjust the risk and return characteristics of the Fund's overall position. A
possible combined position would involve writing a covered call option at one
strike price and buying a call option at a lower price, in order to reduce the
risk of the written covered call option in the event of a substantial price
increase. Because combined options positions involve multiple trades, they
result in higher transaction costs and may be more difficult to open and close
out.

Warrants

     A warrant gives the holder a right to purchase at any time during a
specified period a predetermined number of shares of common stock at a fixed
price. Unlike convertible debt securities or preferred stock, warrants do not
pay a fixed dividend. Investments in warrants involve certain risks, including
the possible lack of a liquid market for resale of the warrants, potential price
fluctuations as a result of speculation or other factors, and failure of the
price of the underlying security to reach or have reasonable prospects of
reaching a level at which the warrant can be prudently exercised (in which event
the warrant may expire without being exercised, resulting in a loss of the
Underlying Fund's entire investment therein).

     Put and call index warrants are instruments whose values vary depending on
the change in the value of one or more specified securities indices ("Index
Warrants"). Index Warrants are generally issued by banks or other financial
institutions and give the holder the right, at any time during the term of the
warrant, to receive upon exercise of the warrant a cash payment from the issuer,
based on the value of the underlying index at the time of exercise. In general,
if the value of the underlying index rises above the exercise price of the Index
Warrant, the holder of a call warrant will be entitled to receive a cash payment
from the issuer upon exercise, based on the difference between the value of the
index and the exercise price of the warrant; if the value of the underlying
index falls, the holder of a put warrant will be entitled to receive a cash
payment from the issuer upon exercise, based on the difference between the
exercise price of the warrant and the value of the index. The holder of a
warrant would not be entitled to any payments from the issuer at any time when,
in the case of a call warrant, the exercise price is greater than the value of
the underlying index, or, in the case of a put warrant, the exercise price is
less than the value of the underlying index. If an Underlying Fund were not to
exercise an Index Warrant prior to its expiration, then the Underlying Fund
would lose the amount of the purchase price paid by it for the warrant. Certain
Underlying Funds will normally use Index Warrants in a manner similar to their
use of options on securities indices. The risks of using Index Warrants are
generally similar to those relating to its use of index options. Unlike most
index options, however, Index Warrants are issued in limited amounts and are not
obligations of a regulated clearing agency, but are backed only by the credit of
the bank or other institution that issues the warrant. Also, Index Warrants
generally have longer terms than index options. Index Warrants are not likely to
be as liquid as certain index options backed by a recognized clearing agency. In
addition, the terms of Index Warrants may limit an Underlying Fund's ability to
exercise the warrants at such time, or in such quantities, as the Underlying
Fund would otherwise wish to do.

Writing Options

     Covered call options are considered "covered" if an Underlying Fund owns
the security underlying the call or has an absolute right to acquire the
security without additional cash consideration (or, if additional cash
consideration is required, cash or cash equivalents in such amount as are held
in a segregated account by

                                       57



the Custodian). The writer of a call option receives a premium and gives the
purchaser the right to buy the security underlying the option at the exercise
price. The writer has the obligation upon exercise of the option to deliver the
underlying security against payment of the exercise price during the option
period. If the writer of an exchange-traded option wishes to terminate his
obligation, he may effect a "closing purchase transaction." This is accomplished
by buying an option of the same series as the option previously written. A
writer may not effect a closing purchase transaction after it has been notified
of the exercise of an option.

     Effecting a closing transaction in the case of a written call option will
permit an Underlying Fund to write another call option on the underlying
security with either a different exercise price, expiration date or both. Also,
effecting a closing transaction allows the cash or proceeds from the concurrent
sale of any securities subject to the option to be used for other investments of
the Underlying Fund. If the Underlying Fund desires to sell a particular
security from its portfolio on which it has written a call option, it will
effect a closing transaction prior to or concurrent with the sale of the
security. An Underlying Fund realizes a gain from a closing transaction if the
cost of the closing transaction is less than the premium received from writing
the option or if the proceeds from the closing transaction are more than the
premium paid to purchase the option. An Underlying Fund realizes a loss from a
closing transaction if the cost of the closing transaction is more than the
premium received from writing the option or if the proceeds from the closing
transaction are less than the premium paid to purchase the option. However,
because increases in the market price of a call option will generally reflect
increases in the market price of the underlying security, appreciation of the
underlying security owned by the Underlying Fund generally offsets, in whole or
in part, any loss to the Underlying Fund resulting from the repurchase of a call
option.

Risks of Investing in Options on Securities and Indices

     There are several risks associated with transactions in options on
securities and indices. Options may be more volatile than the underlying
instruments and, therefore, on a percentage basis, an investment in options may
be subject to greater fluctuation than an investment in the underlying
instruments themselves. There are also significant differences between the
securities and options markets that could result in an imperfect correlation
between these markets, causing a given transaction not to achieve its objective.
In addition, a liquid secondary market for particular options may be absent for
reasons which include the following: there may be insufficient trading interest
in certain options; restrictions may be imposed by an exchange on opening
transactions or closing transactions or both; trading halts, suspensions or
other restrictions may be imposed with respect to particular classes or series
of option of underlying securities; unusual or unforeseen circumstances may
interrupt normal operations on an exchange; the facilities of an exchange or
clearing corporation may not at all times be adequate to handle current trading
volume; or one or more exchanges could, for economic or other reasons, decide or
be compelled at some future date to discontinue the trading of options (or a
particular class or series of options), in which event the secondary market on
that exchange (or in that class or series of options) would cease to exist,
although outstanding options that had been issued by a clearing corporation as a
result of trades on that exchange would continue to be exercisable in accordance
with their terms.

     A decision as to whether, when and how to use options involves the exercise
of skill and judgment, and even a well-conceived transaction may be unsuccessful
to some degree because of market behavior or unexpected events. The extent to
which an Underlying Fund may enter into options transactions may be limited by
the Code requirements for qualification of the Underlying Fund as a regulated
investment company. See "Dividends, Distributions and Taxes."

     In addition, foreign option exchanges do not afford to participants many of
the protections available in U.S. option exchanges. For example, there may be no
daily price fluctuation limits in such exchanges or markets, and adverse market
movements could, therefore, continue to an unlimited extent over a period of
time. Although the purchaser of an option cannot lose more than the amount of
the premium plus related transaction costs, this entire amount could be lost.
Moreover, an Underlying Fund as an option writer could lose amounts
substantially in excess of its initial investment, due to the margin and
collateral requirements typically associated with such option writing. See
"Dealer Options" above.

                                       58



Index-, Currency-, and Equity-Linked Securities.

     "Index-linked" or "commodity-linked" notes are debt securities of companies
that call for interest payments and/or payment at maturity in different terms
than the typical note where the borrower agrees to make fixed interest payments
and to pay a fixed sum at maturity. Principal and/or interest payments on an
index-linked note depend on the performance of one or more market indices, such
as the S&P 500(R) or a weighted index of commodity futures such as crude oil,
gasoline and natural gas. They may also invest in "equity linked" and
"currency-linked" debt securities. At maturity, the principal amount of an
equity-linked debt security is exchanged for common stock of the issuer or is
payable in an amount based on the issuer's common stock price at the time of
maturity. Currency-linked debt securities are short-term or intermediate term
instruments having a value at maturity, and/or an interest rate, determined by
reference to one or more foreign currencies. Payment of principal or periodic
interest may be calculated as a multiple of the movement of one currency against
another currency, or against an index.


     Index and currency-linked securities are derivative instruments, which may
entail substantial risks. Such instruments may be subject to significant price
volatility. The company issuing the instrument may fail to pay the amount due on
maturity. The underlying investment or security may not perform as expected by
the Adviser or Sub-Adviser. Markets, underlying securities and indexes may move
in a direction that was not anticipated by the Adviser or Sub-Adviser.
Performance of the derivatives may be influenced by interest rate and other
market changes in the United States and abroad. Certain derivative instruments
may be illiquid. See "Restricted and Illiquid Securities" below.


IPOs

     Initial Public Offerings ("IPOs") occur when a company first offers its
securities to the public. Although companies can be any age or size at the time
of their IPO, they are often smaller and have a limited operating history, which
involves a greater potential for the value of their securities to be impaired
following the IPO.

     Investors in IPOs can be adversely affected by substantial dilution in the
value of their shares, by sales of additional shares and by concentration of
control in existing management and principal shareholders. In addition, all of
the factors that affect stock market performance may have a greater impact on
the shares of IPO companies.

     The price of a company's securities may be highly unstable at the time of
its IPO and for a period thereafter due to market psychology prevailing at the
time of the IPO, the absence of a prior public market, the small number of
shares available and limited availability of investor information. As a result
of this or other factors, the Underlying Funds' sub-adviser might decide to sell
an IPO security more quickly than it would otherwise, which may result in a
significant gain or loss and greater transaction costs to the Underlying Funds.
Any gains from shares held for 12 months or less will be treated as short-term
gains, taxable as ordinary income to the Underlying Funds' shareholders. In
addition, IPO securities may be subject to varying patterns of trading volume
and may, at times, be difficult to sell without an unfavorable impact on
prevailing prices.

     The effect of an IPO investment can have a magnified impact on the
Underlying Funds' performance when the Underlying Funds' asset bases are small.
Consequently, IPOs may constitute a significant portion of the Underlying Funds'
returns particularly when the Underlying Funds are small. Since the number of
securities issued in an IPO is limited, it is likely that IPO securities will
represent a smaller component of the Underlying Funds' assets as it increases in
size and, therefore, have a more limited effect on the Underlying Funds'
performance.

     There can be no assurance that IPOs will continue to be available for the
Underlying Funds to purchase. The number or quality of IPOs available for
purchase by the Underlying Funds may vary, decrease or entirely disappear. In
some cases, the Underlying Funds may not be able to purchase IPOs at the
offering

                                       59



price, but may have to purchase the shares in the aftermarket at a price greatly
exceeding the offering price, making it more difficult for the Underlying Funds
to realize a profit.

Loan Participation and Assignments

     An Underlying Fund's investment in loan participations typically will
result in the Underlying Fund having a contractual relationship only with the
lender and not with the borrower. The Underlying Fund will have the right to
receive payments of principal, interest and any fees to which it is entitled
only from the lender selling the participation and only upon receipt by the
lender of the payments from the borrower. In connection with purchasing
participation, the Underlying Fund generally will have no right to enforce
compliance by the borrower with the terms of the loan agreement relating to the
loan, nor any right of set-off against the borrower, and the Underlying Fund may
not directly benefit from any collateral supporting the loan in which it has
purchased the participation. As a result, the Underlying Fund may be subject to
the credit risk of both the borrower and the lender that is selling the
participation. In the event of the insolvency of the lender selling a
participation, the Underlying Fund may be treated as a general creditor of the
lender and may not benefit from any set-off between the lender and the borrower.

     When the Underlying Fund purchases a loan assignment from lenders, it will
acquire direct rights against the borrowers on the loan. Because Assignments are
arranged through private negotiations between potential assignees and potential
assignors, however, the rights and obligations acquired by the Underlying Fund
as the purchaser of an Assignment may differ from, and be more limited than,
those held by the assigning lender. Because there is no liquid market for such
securities, the Underlying Fund anticipates that such securities could be sold
only to a limited number of institutional investors. The lack of a liquid
secondary market may have an adverse impact on the value of such securities and
the Underlying Fund's ability to dispose of particular assignments or
participation when necessary to meet redemption of Underlying Fund shares, to
meet the Underlying Fund's liquidity needs or when necessary in response to a
specific economic event, such as deterioration in the creditworthiness of the
borrower. The lack of a liquid secondary market for assignments and
participation also may make it more difficult for the Underlying Fund to value
these securities for purposes of calculating its net asset value.

Other Investment Companies

     An investment company is a company engaged in the business of pooling
investors' money and trading in securities for them. Examples include
face-amount certificate companies, unit investment trusts and management
companies. When an Underlying Fund invests in other investment companies,
shareholders of the Underlying Fund bear their proportionate share of the
underlying investment companies fees and expenses.

     Exchange-Traded Funds ("ETFs") - An ETF is an investment company whose goal
is to track or replicate a desired index, such as a sector, market or global
segment. ETFs are traded on exchanges and are traded similar to a publicly
traded company. Similarly, the risks and costs are similar to that of a publicly
traded company. The goal of an ETF is to correspond generally to the price and
yield performance, before fees and expenses of its underlying index. The risk of
not correlating to the index is an additional risk to the investors of ETFs.
Because ETFs trade on an exchange, they may not trade at NAV. Sometimes, the
prices of ETFs may vary significantly from the NAVs of the ETF's underlying
securities. Additionally, if the Underlying Fund elects to redeem its ETF shares
rather than selling them on the secondary market, the Underlying Fund may
receive the underlying securities which it must then sell in order to obtain
cash. Additionally, when an Underlying Fund invests in ETF's, shareholders of
the Underlying Fund bear their proportionate share of the underlying ETF's fees
and expenses.

     Holding Company Depositary Receipts ("HOLDRs") - HOLDRs are trust-issued
receipts that represent an Underlying Fund's beneficial ownership of a specific
group of stocks. HOLDRs involve risks similar to the risks of investing in
common stock. For example, an Underlying Fund's investments will decline in
value if the underlying stocks decline in value. Because HOLDRs are not subject
to concentration limits, the relative weight of an individual stock may increase
substantially, causing the HOLDRs to be less diverse and creating more risk.

                                       60



Senior Loans

     The Underlying Funds may invest in investment companies that invest
primarily in interests in variable or floating rate loans or notes. Senior Loans
in most circumstances are fully collateralized by assets of a corporation,
partnership, limited liability company, or other business entity. Senior Loans
vary from other types of debt in that they generally hold a senior position in
the capital structure of a borrower. Thus, Senior Loans are generally repaid
before unsecured bank loans, corporate bonds, subordinated debt, trade
creditors, and preferred or common stockholders.

     Substantial increases in interest rates may cause an increase in loan
defaults as borrowers may lack resources to meet higher debt service
requirements. The value of an Underlying Fund's assets may also be affected by
other uncertainties such as economic developments affecting the market for
Senior Loans or affecting borrowers generally.

     Senior Loans usually include restrictive covenants, which must be
maintained by the borrower. Under certain interests in Senior Loans, an
investment company investing in a Senior Loan may have an obligation to make
additional loans upon demand by the borrower. Senior Loans, unlike certain
bonds, usually do not have call protection. This means that interests, while
having a stated one to ten-year term, may be prepaid, often without penalty. The
rate of such prepayments may be affected by, among other things, general
business and economic conditions, as well as the financial status of the
borrower. Prepayment would cause the actual duration of a Senior Loan to be
shorter than its stated maturity.

     Credit Risk. Information about interests in Senior Loans generally is not
in the public domain, and interests are generally not currently rated by any
nationally recognized rating service. Senior Loans are subject to the risk of
nonpayment of scheduled interest or principal payments. Issuers of Senior Loans
generally have either issued debt securities that are rated lower than
investment grade, or, if they had issued debt securities, such debt securities
would likely be rated lower than investment grade. However, unlike other types
of debt securities, Senior Loans are generally fully collateralized.

     In the event of a failure to pay scheduled interest or principal payments
on Senior Loans, an investment company investing in that Senior Loan could
experience a reduction in its income, and would experience a decline in the
market value of the particular Senior Loan so affected, and may experience a
decline in the NAV or the amount of its dividends. In the event of a bankruptcy
of the borrower, the investment company could experience delays or limitations
with respect to its ability to realize the benefits of the collateral securing
the Senior Loan.

     Collateral. Senior Loans typically will be secured by pledges of collateral
from the borrower in the form of tangible assets and intangible assets. In some
instances, an investment company may invest in Senior Loans that are secured
only by stock of the borrower or its subsidiaries or affiliates. The value of
the collateral may decline below the principal amount of the Senior Loan
subsequent to an investment in such Senior Loan. In addition, to the extent that
collateral consists of stock of the borrower or its subsidiaries or affiliates,
there is a risk that the stock may decline in value, be relatively illiquid, or
may lose all or substantially all of its value, causing the Senior Loan to be
under collateralized.

     Limited Secondary Market. Although it is growing, the secondary market for
Senior Loans is currently limited. There is no organized exchange or board of
trade on which Senior Loans may be traded; instead, the secondary market for
Senior Loans is an unregulated inter-dealer or inter-bank market. Accordingly,
Senior Loans may be illiquid. In addition, Senior Loans generally require the
consent of the borrower prior to sale or assignment. These consent requirements
may delay or impede an Underlying Fund's ability to sell Senior Loans. In
addition, because the secondary market for Senior Loans may be limited, it may
be difficult to value Senior Loans. Market quotations may not be available and
valuation may require more research than for liquid securities. In addition,
elements of judgment may play a greater role in the valuation, because there is
less reliable, objective data available.

                                       61



     Hybrid Loans. The growth of the syndicated loan market has produced loan
structures with characteristics similar to Senior Loans but which resemble bonds
in some respects, and generally offer covenants or other protections than
traditional Senior Loans while still being collateralized ("Hybrid Loans"). With
Hybrid Loans, an Underlying Fund may not possess a senior claim to all of the
collateral securing the Hybrid Loan. Hybrid Loans also may not include covenants
that are typical of Senior Loans, such as covenants requiring the maintenance of
minimum interest coverage ratios. As a result, Hybrid Loans present additional
risks besides those associated with traditional Senior Loans, although they may
provide a relatively higher yield. Because the lenders in Hybrid Loans waive or
forego certain loan covenants, their negotiating power or voting rights in the
event of a default may be diminished. As a result, the lenders' interests may
not be represented as significantly as in the case of a conventional Senior
Loan. In addition, because an investment company's security interest in some of
the collateral may be subordinate to other creditors, the risk of nonpayment of
interest or loss of principal may be greater than would be the case with
conventional Senior Loans.

     Subordinated and Unsecured Loans. Certain investment companies may invest
in subordinated and unsecured loans. The primary risk arising from a holder's
subordination is the potential loss in the event of default by the issuer of the
loans. Subordinated loans in an insolvency bear an increased share, relative to
senior secured lenders, of the ultimate risk that the borrower's assets are
insufficient to meet its obligations to its creditors. Unsecured loans are not
secured by any specific collateral of the borrower. They do not enjoy the
security associated with collateralization and may pose a greater risk of
nonpayment of interest or loss of principal than do secured loans.

Private Funds

     Private Underlying Funds include U.S. or foreign private limited
partnerships or other investment funds are referred to as Private Funds.
Investments in Private Funds may be highly speculative and volatile. Because
Private Funds are generally investment companies for purposes of the 1940 Act or
would be but for the exemptions provided in sections 3(C)(1) or 3(C)(7) of the
1940 Act Underlying Fund's ability to invest in them will be limited. In
addition, Fund shareholders will remain subject to Underlying Fund's expenses
while also bearing their pro rata share of the operating expenses of the Private
Funds. The ability of Underlying Fund to dispose of interests in Private Funds
is very limited and involves risks, including loss of Underlying Fund's entire
investment in the Private Fund.

     Private investment funds include a variety of pooled investments.
Generally, these pooled investments are structured as a trust, a special purpose
vehicle, and are exempted from registration under the 1940 Act. As an investor,
Underlying Fund owns a proportionate share of the trust. Typically, the trust
does not employ a professional investment manager. Instead, the pooled
investment tracks some index by investing in the issuers or securities that
comprise the index. Underlying Fund receives a stream of cash flows in the form
of interest payments from the underlying assets or the proceeds from the sale of
the underlying assets in the event those underlying assets are sold. However,
some pooled investments may not dispose of the underlying securities regardless
of the adverse events affecting the issuers depending on the investment strategy
utilized. In this type of strategy, the pooled investment continues to hold the
underlying securities as long as the issuers or securities remain members of the
tracked index.

     The pooled investments allow the Fund to synchronize the receipt of
interest and principal payments and also, diversify some of the risks involved
with investing in fixed income securities. Because the trust holds securities of
many issuers, the default of a few issuers would not impact Underlying Fund
significantly. However, Underlying Fund bears any expenses incurred by the
trust. In addition, Underlying Fund assumes the liquidity risks generally
associated the privately offered pooled investments.

     Pooled investments that are structured as a trust contain many similarities
to Private Funds that are structured as limited partnerships. The primary
difference between the trust and the limited partnership structure is the
redemption of the ownership interests. Typically, the ownership interests in a
typical Private

                                       62



Fund are redeemable only by the general partners and thus, are restricted from
transferring from one party to another. Conversely, the ownership interests in
the trust are generally not redeemable by the trust, except under certain
circumstances, and are transferable among the general public for publicly
offered securities and "qualified purchasers" or "qualified institutional
buyers" for privately offered securities.

     Underlying Fund cannot assure that it can achieve better results by
investing in a pooled investment versus investing directly in the individual
underlying assets.

     Private investment funds also include investments in certain structured
securities. Structured securities include notes, bonds or debentures that
provide for the payment of principal of, and/or interest in, amounts determined
by reference to changes in the value of specific currencies, interest rates,
commodities, indices or other financial indicators (the "Reference") or the
relative change in two or more References. The interest rate or the principal
amount payable upon maturity or redemption may be increased or decreased
depending upon changes in the applicable Reference. The terms of structured
securities may provide that under certain circumstances no principal is due at
maturity and, therefore, may result in the loss of Underlying Fund's investment.
Structured securities may be positively or negatively indexed, so that
appreciation of the Reference may produce an increase or decrease in the
interest rate or value of the security at maturity. In addition, the change in
interest rate or the value of the security at maturity may be a multiple of the
change in the value of the Reference. Consequently, leveraged structured
securities entail a greater degree of market risk than other types of debt
obligations. Structured securities may also be more volatile, less liquid, and
more difficult to accurately price than less complex fixed income investments.

Real Estate Securities

     The Underlying Funds may invest in real estate investment trusts ("REITs")
and other real estate operating companies ("REOCs"). For purposes of the
Underlying Funds' investments, a REOC is a company that derives at least 50% of
its gross revenues or net profits from either (1) the ownership, development,
construction, financing, management or sale of commercial, industrial or
residential real estate, or (2) products or services related to the real estate
industry, such as building supplies or mortgage servicing. Investing in REITs
involves certain unique risks in addition to those risks associated with
investing in the real estate industry in general. Although the Underlying Funds
will not invest directly in real estate, the Underlying Funds may invest in
equity securities of issuers primarily engaged in or related to the real estate
industry. Therefore, an investment in REITs is subject to certain risks
associated with the direct ownership of real estate and with the real estate
industry in general. These risks include, among others: possible declines in the
value of real estate; risks related to general and local economic conditions;
possible lack of availability of mortgage funds; overbuilding; extended
vacancies of properties; increases in competition, property taxes and operating
expenses; changes in zoning laws; costs resulting from the clean-up of, and
liability to third parties for damages resulting from, environmental problems;
casualty or condemnation losses; uninsured damages from floods, earthquakes or
other natural disasters; limitations on and variations in rents; changes in
interest rates; and acts of terrorism, war or other acts of violence. To the
extent that assets underlying the REITs' investments are concentrated
geographically, by property type or in certain other respects, the REITs may be
subject to certain of the foregoing risks to a greater extent. Equity REITs may
be affected by changes in the value of the underlying property owned by the
REITs, while mortgage REITs may be affected by the quality of any credit
extended. REITs are dependent upon management skills, are not diversified, are
subject to heavy cash flow dependency, default by borrowers and
self-liquidation. REITs are also subject to the possibilities of failing to
qualify for tax-free pass-through of income under the Code and failing to
maintain their exemptions from registration under the 1940 Act.

     REITs (especially mortgage REITs) are also subject to interest rate risks.
When interest rates decline, the value of a REITs' investment in fixed rate
obligations can be expected to rise. Conversely, when interest rates rise, the
value of a REITs' investment in fixed rate obligations can be expected to
decline. In contrast, as interest rates on adjustable rate mortgage loans are
reset periodically, yields on a REITs' investment in such loans will gradually
align themselves to reflect changes in market interest rates, causing the value
of such

                                       63



investments to fluctuate less dramatically in response to interest rate
fluctuations than would investments in fixed rate obligations.

     Investing in REITs involves risks similar to those associated with
investing in small capitalization companies. REITs may have limited financial
resources, may trade less frequently and in a limited volume and may be subject
to more abrupt or erratic price movements than larger company securities.

     Investments in mortgage-related securities involve certain risks. In
periods of declining interest rates, prices of fixed income securities tend to
rise. However, during such periods, the rate of prepayment of mortgages
underlying mortgage-related securities tends to increase, with the result that
such prepayments must be reinvested by the issuer at lower rates. In addition,
the value of such securities may fluctuate in response to the market's
perception of the creditworthiness of the issuers of mortgage-related securities
owned by the Underlying Funds. Because investments in mortgage-related
securities are interest sensitive, the ability of the issuer to reinvest or to
reinvest favorably in underlying mortgages may be limited by government
regulation or tax policy. For example, action by the Board of Governors of the
Federal Reserve System to limit the growth of the nation's money supply may
cause interest rates to rise and thereby reduce the volume of new residential
mortgages. Additionally, although mortgages and mortgage-related securities are
generally supported by some form of government or private guarantees and/or
insurance, there is no assurance that private guarantors or insurers will be
able to meet their obligations.

Restricted and Illiquid Securities

     Generally, a security is considered illiquid if it cannot be disposed of
within seven days. Its illiquidity might prevent the sale of such a security at
a time when the Adviser or a Sub-Adviser might wish to sell, and these
securities could have the effect of decreasing the overall level of an
Underlying Fund's liquidity. Further, the lack of an established secondary
market may make it more difficult to value illiquid securities, requiring the
Underlying Funds to rely on judgments that may be somewhat subjective in
determining value, which could vary from the amount that an Underlying Fund
could realize upon disposition. Because of the nature of these securities, a
considerable period of time may elapse between the Underlying Funds' decision to
dispose of these securities and the time when the Underlying Funds are able to
dispose of them, during which time the value of the securities could decline.
The expenses of registering restricted securities (excluding securities that may
be resold by the Underlying Funds pursuant to Rule 144A) may be negotiated at
the time such securities are purchased by the Underlying Funds. When
registration is required before the securities may be resold, a considerable
period may elapse between the decision to sell the securities and the time when
the Underlying Funds would be permitted to sell them. Thus, the Underlying Funds
may not be able to obtain as favorable a price as that prevailing at the time of
the decision to sell. The Underlying Funds may also acquire securities through
private placements. Such securities may have contractual restrictions on their
resale, which might prevent their resale by the Underlying Funds at a time when
such resale would be desirable. Securities that are not readily marketable will
be valued by the Underlying Funds in good faith pursuant to procedures adopted
by the Trust's Board.

     Restricted securities, including private placements, are subject to legal
or contractual restrictions on resale. They can be eligible for purchase without
SEC registration by certain institutional investors known as "qualified
institutional buyers," and under the Underlying Funds' procedures, restricted
securities could be treated as liquid. However, some restricted securities may
be illiquid and restricted securities that are treated as liquid could be less
liquid than registered securities traded on established secondary markets. The
Underlying Funds may not invest more than 15% of its net assets in illiquid
securities, measured at the time of investment. Each Underlying Fund will adhere
to a more restrictive investment limitation on its investments in illiquid or
restricted securities as required by the securities laws of those jurisdictions
where shares of the Underlying Funds are registered for sale.

                                       64



Securities of Companies with Limited Operating Histories

     The Underlying Funds consider securities of companies with limited
operating histories to be securities of companies with a record of less than
three years' continuous operation, even including the operations of any
predecessors and parents. (These are sometimes referred to as "unseasoned
issuers.") These companies by their nature have only a limited operating history
that can be used for evaluating the company's growth prospects. As a result,
investment decisions for these securities may place a greater emphasis on
current or planned product lines and the reputation and experience of the
company's management and less emphasis on fundamental valuation factors than
would be the case for more mature companies.

To Be Announced Sale Commitments

     To Be Announced ("TBA") sale commitments involve commitments where the unit
price and the estimated principal amount are established upon entering into the
contract, with the actual principal amount being within a specified range of the
estimate. An Underlying Fund will enter into TBA sale commitments to hedge its
portfolio positions or to sell mortgage-backed securities it owns under delayed
delivery arrangements. Proceeds of TBA sale commitments are not received until
the contractual settlement date. During the time a TBA sale commitment is
outstanding, the Underlying Fund will maintain, in a segregated account, cash or
marketable securities in an amount sufficient to meet the purchase price.
Unsettled TBA sale commitments are valued at current market value of the
underlying securities. If the TBA sale commitment is closed through the
acquisition of an offsetting purchase commitment, the Underlying Fund realizes a
gain or loss on the commitment without regard to any unrealized gain or loss on
the underlying security. If the Underlying Fund delivers securities under the
commitment, the Underlying Fund realizes a gain or loss from the sale of the
securities, based upon the unit price established at the date the commitment was
entered into.

Zero Coupon and Pay-In-Kind Securities

     The Underlying Funds may invest in zero coupon securities. Zero coupon, or
deferred interest securities are debt obligations that do not entitle the holder
to any periodic payment of interest prior to maturity or a specified date when
the securities begin paying current interest (the "cash payment date") and
therefore are issued and traded at a discount from their face amounts or par
value. The discount varies, depending on the time remaining until maturity or
cash payment date, prevailing interest rates, liquidity of the security and the
perceived credit quality of the issuer. The discount, in the absence of
financial difficulties of the issuer, decreases as the final maturity or cash
payment date of the security approaches. The market prices of zero coupon and
delayed interest securities generally are more volatile than the market prices
of securities that pay interest periodically and are likely to respond to
changes in interest rates to a greater degree than do non-zero coupon securities
having similar maturities and credit quality. Current federal income tax law
requires holders of zero coupon securities to report as interest income each
year the portion of the original issue discount on such securities (other than
tax-exempt original issue discount from a zero coupon security) that accrues
that year, even though the holders receive no cash payments of interest during
the year.

     The Underlying Funds may also invest in pay-in-kind securities. Pay-in-kind
securities are securities that pay interest or dividends through the issuance of
additional securities. An Underlying Fund will be required to report as income
annual inclusions of original issue discount over the life of such securities as
if it were paid on a current basis, although no cash interest or dividend
payments are received by the Underlying Funds until the cash payment date or the
securities mature. Under certain circumstances, the Underlying Funds could also
be required to include accrued market discount or capital gain with respect to
its pay-in-kind securities.

     The risks associated with lower rated debt securities apply to these
securities. Zero coupon and pay-in-kind securities are also subject to the risk
that in the event of a default, the Underlying Fund may realize no return on its
investment, because these securities do not pay cash interest.

INVESTMENT TECHNIQUES

                                       65



Borrowing

     The Underlying Fund may borrow from banks. If the fund borrows money, its
share price may be subject to greater fluctuation until the borrowing is paid
off. If the fund makes additional investments while borrowings are outstanding,
this may be considered a form of leverage. Under the 1940 Act, each Underlying
Fund is required to maintain continuous asset coverage of 300% with respect to
such borrowings and to sell (within three days) sufficient portfolio holdings to
restore such coverage if it should decline to less than 300% due to market
fluctuations or otherwise, even if such liquidations of the Underlying Fund's
holdings may be disadvantageous from an investment standpoint.

     Leveraging by means of borrowing may exaggerate the effect of any increase
or decrease in the value of portfolio securities or the Underlying Fund's NAV,
and money borrowed will be subject to interest and other costs (which may
include commitment fees and/or the cost of maintaining minimum average balances)
which may or may not exceed the income received from the securities purchased
with borrowed funds.

Portfolio Hedging

     Hedging against changes in financial markets, currency rates and interest
rates may be utilized. One form of hedging is with "derivatives." Derivatives
(as described above) are instruments whose value is linked to, or derived from,
another instrument, like an index or a commodity. Hedging transactions involve
certain risks. Although the Underlying Funds may benefit from hedging,
unanticipated changes in interest rates or securities prices may result in
greater losses for the Underlying Funds than if they did not hedge. If the
Underlying Funds do not correctly predict a hedge, it may lose money. In
addition, the Underlying Funds pay commissions and other costs in connection
with hedging transactions.

     Risks Associated With Hedging Transactions. Hedging transactions have
special risks associated with them, including possible default by the
counterparty to the transaction, illiquidity and, to the extent the Adviser's or
Sub-Adviser's view as to certain market movements is incorrect, the risk that
the use of a hedging transaction could result in losses greater than if it had
not been used. Use of call options could result in losses to the Underlying
Fund, force the sale or purchase of portfolio securities at inopportune times or
for prices lower than current market values, or cause the Underlying Fund to
hold a security it might otherwise sell.

     Currency hedging involves some of the same risks and considerations as
other transactions with similar instruments. Currency transactions can result in
losses to the Underlying Fund if the currency being hedged fluctuates in value
to a degree or in a direction that is not anticipated. Further, the risk exists
that the perceived linkage between various currencies may not be present or may
not be present during the particular time that the Underlying Fund is engaging
in portfolio hedging. Currency transactions are also subject to risks different
from those of other portfolio transactions. Because currency control is of great
importance to the issuing governments and influences economic planning and
policy, purchases and sales of currency and related instruments can be adversely
affected by government exchange controls, limitations or restrictions on
repatriation of currency, and manipulations or exchange restrictions imposed by
governments. These forms of governmental actions can result in losses to the
Underlying Fund if it is unable to deliver or receive currency or monies in
settlement of obligations and could also cause hedges it has entered into to be
rendered useless, resulting in full currency exposure as well as incurring
transaction costs.

     In addition, the Underlying Fund pays commissions and other costs in
connection with such investments. Losses resulting from the use of hedging
transactions will reduce the Underlying Fund's net asset value, and possibly
income, and the losses can be greater than if hedging transactions had not been
used.


     Risks of Hedging Transactions Outside the United States. When conducted
outside the United States, hedging transactions may not be regulated as
rigorously as in the United States, may not involve a clearing mechanism and
related guarantees, and will be subject to the risk of government actions
affecting trading in, or the price of, foreign securities, currencies and other
instruments. The value of positions taken as part of non-U.S. hedging
transactions also could be adversely affected by: (1) other complex foreign
political, legal and economic factors; (2) lesser availability of data on which
to make trading decisions than in the United States;


                                       66




(3) delays in the Underlying Funds' ability to act upon economic events
occurring in foreign markets during non-business hours in the United States; (4)
the imposition of different exercise and settlement terms and procedures and
margin requirements than in the United States; and (5) lower trading volume and
liquidity.


     Non-Hedging Strategic Transactions. An Underlying Fund's options, futures
and swap transactions will generally be entered into for hedging purposes -- to
protect against possible changes in the market values of securities held in or
to be purchased for the Underlying Fund's portfolio resulting from securities
markets, currency or interest rate fluctuations, to protect the Underlying
Fund's unrealized gains in the values of its portfolio securities, to facilitate
the sale of such securities for investment purposes, to manage the effective
maturity or duration of the Underlying Fund's portfolio, or to establish a
position in the derivatives markets as a temporary substitute for purchase or
sale of particular securities. Each Underlying Fund's (except, ING Foreign Fund,
ING International Capital Appreciation Fund and ING Index Plus International
Equity Fund) net loss exposure resulting from transactions entered into for each
purposes will not exceed 5% of the Underlying Fund's net assets at any one time
and, to the extent necessary, the Underlying Fund will close out transactions in
order to comply with this limitation. Such transactions are subject to the
limitations described above under "Options," "Futures Contracts," and "Interest
Rate and Currency Swaps."

Lending of Portfolio Securities

     Loans of portfolio securities earn income for the Underlying Funds and are
collateralized by cash, cash equivalent or U.S. government securities. The
Underlying Funds might experience a loss if the financial institution defaults
on the loan. The borrower at all times during the loan must maintain with the
lending Underlying Fund cash or cash equivalent collateral or provide to that
Underlying Fund an irrevocable letter of credit equal in value to at least 102%
of the value of loaned domestic securities and 105% of the value of loaned
foreign securities on a daily basis. Although voting rights of the loaned
securities may pass to the borrower, if a material event affecting the
investment in the loaned securities is to occur, the lending Underlying Fund
must terminate the loan and vote the securities. Alternatively, the lending
Underlying Fund may enter into an arrangement that ensures that it can vote the
proxy even while the borrower continues to hold the securities. During the time
portfolio securities are on loan, the borrower pays the lending Underlying Fund
any interest or distributions paid on such securities. Each Underlying Fund may
invest the cash collateral and earn additional income, or it may receive an
agreed-upon amount of interest income from the borrower who has delivered
equivalent collateral or a letter of credit. Loans are subject to termination at
the option of the lending Underlying Fund or the borrower at any time. Each
lending Underlying Fund may pay reasonable administrative and custodial fees in
connection with a loan and may pay a negotiated portion of the income earned on
the cash to the borrower or placing broker. As with other extensions of credit,
there are risks of delay in recovery or even loss of rights in the collateral
should the borrower fail financially.

Repurchase Agreements

     Repurchase agreements may be utilized, with respect to its portfolio
securities. Such agreements may be considered to be loans by the Underlying
Funds for purposes of the 1940 Act. Each repurchase agreement must be
collateraltized fully, in accordance with the provisions of Rule 5b-3 under the
1940 Act, at all times. Pursuant to such repurchase agreements, the Underlying
Fund acquires securities from financial institutions such as brokers, dealers
and banks, subject to the seller's agreement to repurchase and the Underlying
Fund's agreement to resell such securities at a mutually agreed upon date and
price. The term of such an agreement is generally quite short, possibly
overnight or for a few days, although it may extend over a number of months (up
to one year) from the date of delivery. The repurchase price generally equals
the price paid by the Underlying Fund plus interest negotiated on the basis of
current short-term rates (which may be more or less than the rate on the
underlying portfolio security). The securities underlying a repurchase agreement
will be marked to market every business day so that the value of the collateral
is at least equal to the value of the loan, including the accrued interest
thereon, and the Adviser or Sub-Adviser will monitor the value of the
collateral. Securities subject to repurchase agreements will be held by the
Custodian or in the Federal Reserve/Treasury Book-Entry System or an equivalent
foreign system. If the seller defaults on its repurchase obligation, the

                                       67



Underlying Fund holding the repurchase agreement will suffer a loss to the
extent that the proceeds from a sale of the underlying securities is less than
the repurchase price under the agreement. Bankruptcy or insolvency of such a
defaulting seller may cause the Underlying Fund's rights with respect to such
securities to be delayed or limited. To mitigate this risk, each Underlying Fund
may only enter into repurchase agreements that qualify for an exclusion from any
automatic stay of creditors' rights against the counterparty under applicable
insolvency law in the event of the counterparty's insolvency.

     The Underlying Funds treat any securities subject to restrictions on
repatriation for more than seven days, and securities issued in connection with
foreign debt conversion programs that are restricted as to remittance of
invested capital or profit, as illiquid. Illiquid securities do not include
securities that are restricted from trading on formal markets for some period of
time but for which an active informal market exists, or securities that meet the
requirements of Rule 144A under the 1933 Act and that, subject to the review by
the Board and guidelines adopted by the Board, the Adviser has determined to be
liquid.

Reverse Repurchase Agreements and Dollar Roll Transactions

     Reverse repurchase agreement transactions involve the sale of U.S.
government securities held by the Underlying Fund, with an agreement that the
Underlying Fund will repurchase such securities at an agreed upon price and
date. The Underlying Fund will employ reverse repurchase agreements when
necessary to meet unanticipated net redemptions so as to avoid liquidating other
portfolio investments during unfavorable market conditions. At the time it
enters into a reverse repurchase agreement, the Underlying Fund will place in a
segregated custodial account cash and/or liquid assets having a dollar value
equal to the repurchase price. Reverse repurchase agreements are considered to
be borrowings under the 1940 Act. Reverse repurchase agreements, together with
other permitted borrowings, may constitute up to 33 1/3% of the Underlying
Fund's total assets. Under the 1940 Act, the Underlying Fund is required to
maintain continuous asset coverage of 300% with respect to borrowings and to
sell (within three days) sufficient portfolio holdings to restore such coverage
if it should decline to less than 300% due to market fluctuations or otherwise,
even if such liquidations of the Underlying Fund's holdings may be
disadvantageous from an investment standpoint. Leveraging by means of borrowing
may exaggerate the effect of any increase or decrease in the value of portfolio
securities or the Underlying Fund's NAV, and money borrowed will be subject to
interest and other costs (which may include commitment fees and/or the cost of
maintaining minimum average balances) which may or may not exceed the income
received from the securities purchased with borrowed funds.

     In order to enhance portfolio returns and manage prepayment risks, The
Underlying Funds may engage in dollar roll transactions with respect to mortgage
securities issued by GNMA, FNMA and FHLMC. In a dollar roll transaction, an
Underlying Fund sells a mortgage security held in the portfolio to a financial
institutional such as a bank or broker-dealer, and simultaneously agrees to
repurchase a substantially similar security (same type, coupon and maturity)
from the institution at a later date at an agreed upon price. The mortgage
securities that are repurchased will bear the same interest rate as those sold,
but generally will be collateralized by different pools of mortgages with
different prepayment histories. During the period between the sale and
repurchase, the Underlying Fund will not be entitled to receive interest and
principal payments on the securities sold. Proceeds of the sale will be invested
in short-term instruments, and the income from these investments, together with
any additional fee income received on the sale, could generate income for the
Underlying Fund exceeding the yield on the sold security. When an Underlying
Fund enters into a dollar roll transaction, cash and/or liquid assets of the
Underlying Fund, in a dollar amount sufficient to make payment for the
obligations to be repurchased, are segregated with its custodian at the trade
date. These securities are marked daily and are maintained until the transaction
is settled.

     Whether a reverse repurchase agreement or dollar-roll transaction produces
a gain for an Underlying Fund depends upon the "costs of the agreements" (e.g.,
a function of the difference between the amount received upon the sale of its
securities and the amount to be spent upon the purchase of the same or
"substantially the same" security) and the income and gains of the securities
purchased with the proceeds

                                       68



received from the sale of the mortgage security. If the income and gains on the
securities purchased with the proceeds of the agreements exceed the costs of the
agreements, then an Underlying Fund's NAV will increase faster than otherwise
would be the case; conversely, if the income and gains on such securities
purchased fail to exceed the costs of the structure, NAV will decline faster
than otherwise would be the case. Reverse repurchase agreements and dollar-roll
transactions, as leveraging techniques, may increase an Underlying Fund's yield
in the manner described above; however, such transactions also increase an
Underlying Fund's risk to capital and may result in a shareholder's loss of
principal.

     Swap Agreements and Options on Swap Agreements. Swap transactions, include,
but are not limited to, swap agreements on interest rates, security or commodity
indexes, specific securities and commodities, and credit and event-linked swaps.
To the extent the Underlying Fund may invest in foreign currency-denominated
securities, it may also invest in currency exchange rate swap agreements. The
Underlying Fund may also enter into options on swap agreements ("swap options").

     The Underlying Fund may enter into swap transactions for any legal purpose
consistent with its investment objective and policies, such as for the purpose
of attempting to obtain or preserve a particular return or spread at a lower
cost than obtaining a return or spread through purchases and/or sales of
instruments in other markets, to protect against currency fluctuations, as a
duration management technique, to protect against any increase in the price of
securities the Underlying Fund anticipates purchasing at a later date, or to
gain exposure to certain markets in the most economical way possible.

     Swap agreements are two party contracts entered into primarily by
institutional investors for periods ranging from a few weeks to more than one
year. In a standard "swap" transaction, two parties agree to exchange the
returns (or differentials in rates of return) earned or realized on particular
predetermined investments or instruments, which may be adjusted for an interest
factor. The gross returns to be exchanged or "swapped" between the parties are
generally calculated with respect to a "notional amount," i.e., the return on or
increase in value of a particular dollar amount invested at a particular
interest rate, in a particular foreign currency, or in a "basket" of securities
or commodities representing a particular index. Forms of swap agreements include
interest rate caps, under which, in return for a premium, one party agrees to
make payments to the other to the extent that interest rates exceed a specified
rate, or "cap"; interest rate floors, under which, in return for a premium, one
party agrees to make payments to the other to the extent that interest rates
fall below a specified rate, or "floor"; and interest rate collars, under which
a party sells a cap and purchases a floor or vice versa in an attempt to protect
itself against interest rate movements exceeding given minimum or maximum
levels. Consistent with the Underlying Fund's investment objectives and general
investment policies, the Underlying Fund may invest in commodity swap
agreements. For example, an investment in a commodity swap agreement may involve
the exchange of floating-rate interest payments for the total return on a
commodity index. In a total return commodity swap, the Underlying Fund will
receive the price appreciation of a commodity index, a portion of the index, or
a single commodity in exchange for paying an agreed-upon fee. If the commodity
swap is for one period, the Underlying Fund may pay a fixed fee, established at
the outset of the swap. However, if the term of the commodity swap is more than
one period, with interim swap payments, the Underlying Fund may pay an
adjustable or floating fee. With a "floating" rate, the fee may be pegged to a
base rate, such as the LIBOR, and is adjusted each period. Therefore, if
interest rates increase over the term of the swap contract, the Underlying Fund
may be required to pay a higher fee at each swap reset date.

     The Underlying Fund may enter into credit swap agreements. The "buyer" in a
credit default contract is obligated to pay the "seller" a periodic stream of
payments over the term of the contract provided that no event of default on an
underlying reference obligation has occurred. If an event of default occurs, the
seller must pay the buyer the full notional value, or "par value," of the
reference obligation in exchange for the reference obligation. The Underlying
Fund may be either the buyer or seller in a credit default swap transaction. If
the Underlying Fund is a buyer and no event of default occurs, the Underlying
Fund will lose its investment and recover nothing. However, if an event of
default occurs, the Underlying Fund (if the buyer) will receive the full
notional value of the reference obligation that may have little or no value. As
a seller, the Underlying Fund receives a fixed rate of income throughout the
term of the contract, which typically is

                                       69



between six months and three years, provided that there is no default event. If
an event of default occurs, the seller must pay the buyer the full notional
value of the reference obligation. Credit default swap transactions involve
greater risks than if the Underlying Fund had invested in the reference
obligation directly.

     A swap option is a contract that gives a counterparty the right (but not
the obligation) in return for payment of a premium, to enter into a new swap
agreement or to shorten, extend, cancel or otherwise modify an existing swap
agreement, at some designated future time on specified terms. Each Underlying
Fund that may engage in swaps may write (sell) and purchase put and call swap
options.

     Most swap agreements entered into by the Underlying Fund would calculate
the obligations of the parties to the agreement on a "net basis." Consequently,
the Underlying Fund's current obligations (or rights) under a swap agreement
will generally be equal only to the net amount to be paid or received under the
agreement based on the relative values of the positions held by each party to
the agreement (the "net amount"). The Underlying Fund's current obligations
under a swap agreement will be accrued daily (offset against any amounts owed to
the Underlying Fund) and any accrued but unpaid net amounts owed to a swap
counterparty will be covered by the segregation of assets determined to be
liquid by the Sub-Adviser in accordance with procedures established by the
Board, to avoid any potential leveraging of the Underlying Fund's portfolio.
Obligations under swap agreements so covered will not be construed to be "senior
securities" for purposes of the Underlying Fund's investment restriction
concerning senior securities. The Underlying Fund will not enter into a swap
agreement with any single party if the net amount owed or to be received under
existing contracts with that party would exceed 5% of the Underlying Fund's
total assets.

     Whether the Underlying Fund's use of swap agreements or swap options will
be successful in furthering its investment objective of total return will depend
on the Sub-Adviser's ability to predict correctly whether certain types of
investments are likely to produce greater returns than other investments.
Because they are two party contracts and because they may have terms of greater
than seven days, swap agreements may be considered to be illiquid. Moreover, the
Underlying Fund bears the risk of loss of the amount expected to be received
under a swap agreement in the event of the default or bankruptcy of a swap
agreement counterparty. The Underlying Fund will enter into swap agreements only
with counterparties that meet certain standards of creditworthiness (generally,
such counterparties would have to be eligible counterparties under the terms of
the Underlying Fund's repurchase agreement guidelines). Certain restrictions
imposed on the Underlying Fund by the Code may limit the Underlying Fund's
ability to use swap agreements. The swaps market is a relatively new market and
is largely unregulated. It is possible that developments in the swaps market,
including potential government regulation, could adversely affect the Underlying
Fund's ability to terminate existing swap agreements or to realize amounts to be
received under such agreements.

     Depending on the terms of the particular option agreement, the Underlying
Fund will generally incur a greater degree of risk when it writes a swap option
than it will incur when it purchases a swap option. When the Underlying Fund
purchases a swap option, it risks losing only the amount of the premium it has
paid should it decide to let the option expire unexercised. However, when the
Underlying Fund writes a swap option, upon exercise of the option the Underlying
Fund will become obligated according to the terms of the underlying agreement.

     Certain swap agreements are exempt from most provisions of the Commodity
Exchange Act ("CEA") and, therefore, are not regulated as futures or commodity
option transactions under the CEA, pursuant to regulations approved by the CFTC.
To qualify for this exemption, a swap agreement must be entered into by
"eligible participants," which includes the following, provided the
participants' total assets exceed established levels: a bank or trust company,
savings association or credit union, insurance company, investment company
subject to regulation under the 1940 Act, commodity pool, corporation,
partnership, proprietorship, organization, trust or other entity, employee
benefit plan, governmental entity, broker-dealer, futures commission merchant,
natural person, or regulated foreign person. To be eligible, natural persons and
most other entities must have total assets exceeding $10 million; commodity
pools and employee benefit plans must have assets exceeding $5 million. In
addition, an eligible swap transaction must meet three conditions. First, the
swap agreement may not be part of a fungible class of agreements that are
standardized as to their material

                                       70



economic terms. Second, the creditworthiness of parties with actual or potential
obligations under the swap agreement must be a material consideration in
entering into or determining the terms of the swap agreement, including pricing,
cost or credit enhancement terms. Third, swap agreements may not be entered into
and traded on or through a multilateral transaction execution facility.

     This exemption is not exclusive, and participants may continue to rely on
existing exclusions for swaps, such as the Policy Statement issued in July 1989
which recognized a safe harbor for swap transactions from regulation as futures
or commodity option transactions under the CEA or its regulations. The Policy
Statement applies to swap transactions settled in cash that (1) have
individually tailored terms, (2) lack exchange-style offset and the use of a
clearing organization or margin system, (3) are undertaken in conjunction with a
line of business, and (4) are not marketed to the public.

     Structured Notes. Structured notes are derivative debt securities, the
interest rate or principal of which is determined by an unrelated indicator.
Indexed securities include structured notes as well as securities other than
debt securities, the interest rate or principal of which is determined by an
unrelated indicator. Indexed securities may include a multiplier that multiplies
the indexed element by a specified factor and, therefore, the value of such
securities may be very volatile. To the extent the Underlying Fund invests in
these securities, however, the Sub-Adviser analyzes these securities in its
overall assessment of the effective duration of the Underlying Fund's portfolio
in an effort to monitor the Underlying Fund's interest rate risk.

Securities, Interest Rate and Currency Swaps

     Securities Swaps. Securities swaps, a technique primarily used to
indirectly participate in the securities market of a country from which an
Underlying Fund would otherwise be precluded for lack of an established
securities custody and safekeeping system. The Underlying Fund deposits an
amount of cash with its custodian (or the broker, if legally permitted) in an
amount equal to the selling price of the underlying security. Thereafter, the
Underlying Fund pays or receives cash from the broker equal to the change in the
value of the underlying security.

     Interest and Currency Swaps. Interest rate and currency swap transactions
and purchase or sell interest rate and currency caps and floors may be used, as
well as entering into currency swap cap transactions. An interest rate or
currency swap involves an agreement between an Underlying Fund and another party
to exchange payments calculated as if they were interest on a specified
("notional") principal amount (e.g., an exchange of floating rate payments by
one party for fixed rate payments by the other). An interest rate cap or floor
entitles the purchaser, in exchange for a premium, to receive payments of
interest on a notional principal amount from the seller of the cap or floor, to
the extent that a specified reference rate exceeds or falls below a
predetermined level. An Underlying Fund usually enters into such transactions on
a "net" basis, with the Underlying Fund receiving or paying, as the case may be,
only the net amount of the two payment streams. The net amount of the excess, if
any, of an Underlying Fund's obligations over its entitlements with respect to
each swap is accrued on a daily basis, and an amount of cash or high-quality
liquid securities having an aggregate net asset value at least equal to the
accrued excess is maintained in a segregated account by the Trust's custodian.
If an Underlying Fund enters into a swap on other than a net basis, or sells
caps or floors, the Underlying Fund maintains a segregated account in the full
amount accrued on a daily basis of the Underlying Fund's obligations with
respect to the transaction. Such segregated accounts are maintained in
accordance with applicable regulations of the Commission.

     An Underlying Fund will not enter into any of these derivative transactions
unless the unsecured senior debt or the claims paying ability of the other party
to the transaction is rated at least "high quality" at the time of purchase by
at least one of the established rating agencies (e.g., AAA or AA by S&P). The
swap market has grown substantially in recent years, with a large number of
banks and investment banking firms acting both as principals and agents
utilizing standard swap documentation, and the Adviser or Sub-Adviser has
determined that the swap market has become relatively liquid. Swap transactions
do not involve the delivery of securities or other underlying assets or
principal, and the risk of loss with respect to such transactions is limited to
the net amount of payments that the Underlying Fund is contractually obligated
to

                                       71



make or receive. Caps and floors are more recent innovations for which
standardized documentation has not yet been developed; accordingly, they are
less liquid than swaps. Caps and floors purchased by a Underlying Fund are
considered to be illiquid assets.

     Interest Rate Swaps. As indicated above, an interest rate swap is a
contract between two entities ("counterparties") to exchange interest payments
(of the same currency) between the parties. In the most common interest rate
swap structure; one counterparty agrees to make floating rate payments to the
other counterparty, which in turn makes fixed rate payments to the first
counterparty. Interest payments are determined by applying the respective
interest rates to an agreed upon amount, referred to as the "notional principal
amount." In most such transactions, the floating rate payments are tied to the
LIBOR, which is the offered rate for short-term Eurodollar deposits between
major international banks. As there is no exchange of principal amounts, an
interest rate swap is not an investment or a borrowing.

     Cross-Currency Swaps. A cross-currency swap is a contract between two
counterparties to exchange interest and principal payments in different
currencies. A cross-currency swap normally has an exchange of principal at
maturity (the final exchange); an exchange of principal at the start of the swap
(the initial exchange) is optional. An initial exchange of notional principal
amounts at the spot exchange rate serves the same function as a spot transaction
in the foreign exchange market (for an immediate exchange of foreign exchange
risk). An exchange at maturity of notional principal amounts at the spot
exchange rate serves the same function as a forward transaction in the foreign
exchange market (for a future transfer of foreign exchange risk). The currency
swap market convention is to use the spot rate rather than the forward rate for
the exchange at maturity. The economic difference is realized through the coupon
exchanges over the life of the swap. In contrast to single currency interest
rate swaps, cross-currency swaps involve both interest rate risk and foreign
exchange risk.

     Swap options. A swap option is a contract that gives a counterparty the
right (but not the obligation) to enter into a new swap agreement or to shorten,
extend, cancel or otherwise change an existing swap agreement, at some
designated future time on specified terms. It is different from a forward swap,
which is a commitment to enter into a swap that starts at some future date with
specified rates. A swap option may be structured European-style (exercisable on
the pre-specified date) or American-style (exercisable during a designated
period). The right pursuant to a swap option must be exercised by the right
holder. The buyer of the right to a swap option is said to own a call.

     Caps and Floors. Interest rate caps and floors and currency swap cap
transactions. An interest rate cap is a right to receive periodic cash payments
over the life of the cap equal to the difference between any higher actual level
of interest rates in the future and a specified strike (or "cap") level. The cap
buyer purchases protection for a floating rate move above the strike. An
interest rate floor is the right to receive periodic cash payments over the life
of the floor equal to the difference between any lower actual level of interest
rates in the future and a specified strike (or "floor") level. The floor buyer
purchases protection for a floating rate move below the strike. The strikes are
typically based on the three-month LIBOR (although other indices are available)
and are measured quarterly. Rights arising pursuant to both caps and floors are
exercised automatically if the strike is in the money. Caps and floors eliminate
the risk that the buyer fails to exercise an in-the-money option.

Risks Associated with Swaps, Caps and Floors

     The risks associated with interest rate and currency swaps and interest
rate caps and floors are similar to those described above with respect to dealer
options. In connection with such transactions, an Underlying Fund relies on the
other party to the transaction to perform its obligations pursuant to the
underlying agreement. If there were a default by the other party to the
transaction, the Underlying Fund would have contractual remedies pursuant to the
agreement, but could incur delays in obtaining the expected benefit of the
transaction or loss of such benefit. In the event of insolvency of the other
party, the Underlying Fund might be unable to obtain its expected benefit. In
addition, while certain Underlying Fund will seek to enter into such
transactions only with parties which are capable of entering into closing
transactions with the Underlying

                                       72



Fund, there can be no assurance that an Underlying Fund will be able to close
out such a transaction with the other party, or obtain an offsetting position
with any other party, at any time prior to the end of the term of the underlying
agreement. This may impair an Underlying Fund's ability to enter into other
transactions at a time when doing so might be advantageous.

Short Sales

     An Underlying Fund may make a short sale of securities it already owns or
have the right to acquire at no added cost through conversion or exchange of
other securities it owns (referred to as short sales "against the box"). In a
short sale that is not "against the box," an Underlying Fund sells a security,
which it does not own, in anticipation of a decline in the market value of the
security. To complete the sale, the Underlying Fund must borrow the security
generally from the broker through which the short sale is made) in order to make
delivery to the buyer. The Underlying Fund must replace the security borrowed by
purchasing it at the market price at the time of replacement. The Underlying
Fund is said to have a "short position" in the securities sold until it delivers
them to the broker. The period during which the Underlying Fund has a short
position can range from one day to more than a year. Until the Underlying Fund
replaces the security, the proceeds of the short sale are retained by the
broker, and the Underlying Fund must pay to the broker a negotiated portion of
any dividends or interest, which accrues during the period of the loan. To meet
current margin requirements, the Underlying Fund must deposit with the broker
additional cash or securities so that it maintains with the broker a total
deposit equal to 150% of the current market value of the securities sold short
(100% of the current market value if a security is held in the account that is
convertible or exchangeable into the security sold short within ninety (90) days
without restriction other than the payment of money).

     Short sales by an Underlying Fund that are not made "against the box"
create opportunities to increase the Underlying Fund's return but, at the same
time, involve specific risk considerations and may be considered a speculative
technique. Since the Underlying Fund in effect profits from a decline in the
price of the securities sold short without the need to invest the full purchase
price of the securities on the date of the short sale, the Underlying Fund's net
asset value per share tends to increase more when the securities it has sold
short decrease in value, and to decrease more when the securities it has sold
short increase in value, than would otherwise be the case if it had not engaged
in such short sales. The amount of any gain will be decreased, and the amount of
any loss increased, by the amount of any premium, dividends or interest the
Underlying Fund may be required to pay in connection with the short sale. Short
sales theoretically involve unlimited loss potential, as the market price of
securities sold short may continually increase, although a Underlying Fund may
mitigate such losses by replacing the securities sold short before the market
price has increased significantly. Under adverse market conditions the
Underlying Fund might have difficulty purchasing securities to meet its short
sale delivery obligations, and might have to sell portfolio securities to raise
the capital necessary to meet its short sale obligations at a time when
fundamental investment considerations would not favor such sales.

     If an Underlying Fund makes a short sale "against the box," the Underlying
Fund would not immediately deliver the securities sold and would not receive the
proceeds from the sale. The seller is said to have a short position in the
securities sold until it delivers the securities sold, at which time it receives
the proceeds of the sale. To secure its obligation to deliver securities sold
short, an Underlying Fund will deposit in escrow in a separate account with the
Custodian an equal amount of the securities sold short or securities convertible
into or exchangeable for such securities. The Underlying Fund can close out its
short position by purchasing and delivering an equal amount of the securities
sold short, rather than by delivering securities already held by the Underlying
Fund, because the Underlying Fund might want to continue to receive interest and
dividend payments on securities in its portfolio that are convertible into the
securities sold short.

     An Underlying Fund's decision to make a short sale "against the box" may be
a technique to hedge against market risks when the Adviser or Sub-Adviser
believes that the price of a security may decline, causing a decline in the
value of a security owned by the Underlying Fund or a security convertible into
or exchangeable for such security. In such case, any future losses in the
Underlying Fund's long position would be reduced by a gain in the short
position. The extent to which such gains or losses in the long position are

                                       73



reduced will depend upon the amount of securities sold short relative to the
amount of the securities the Underlying Fund owns, either directly or
indirectly, and, in the case where the Underlying Fund owns convertible
securities, changes in the investment values or conversion premiums of such
securities.

     In the view of the Commission, a short sale involves the creation of a
"senior security" as such term is defined in the 1940 Act, unless the sale is
"against the box" and the securities sold short are placed in a segregated
account (not with the broker), or unless the Underlying Fund's obligation to
deliver the securities sold short is "covered" by placing in a segregated
account (not with the broker) cash, U.S. government securities or other liquid
debt or equity securities in an amount equal to the difference between the
market value of the securities sold short at the time of the short sale and any
such collateral required to be deposited with a broker in connection with the
sale (not including the proceeds from the short sale), which difference is
adjusted daily for changes in the value of the securities sold short. The total
value of the cash, U.S. government securities or other liquid debt or equity
securities deposited with the broker and otherwise segregated may not at any
time be less than the market value of the securities sold short at the time of
the short sale. Each Underlying Fund will comply with these requirements. In
addition, as a matter of policy, the Underlying Funds' Board has determined that
no Underlying Fund will make short sales of securities or maintain a short
position if to do so could create liabilities or require collateral deposits and
segregation of assets aggregating more than 25% of the Underlying Fund's total
assets, taken at market value.

     The extent to which an Underlying Fund may enter into short sales
transactions may be limited by the Code requirements for qualification of the
Underlying Fund as a regulated investment company. See "Dividends, Distributions
and Taxes."

Temporary Defensive and Other Short-Term Positions

     Investing in certain short-term, high-quality debt instruments and in U.S.
government securities is done for the following purposes: (i) to meet
anticipated day-to-day operating expenses; (ii) pending the Adviser's or
Sub-Adviser's ability to invest cash inflows; (iii) to permit the Underlying
Fund to meet redemption requests; and (iv) for temporary defensive purposes. An
Underlying Fund for which the investment objective is capital appreciation may
also invest in such securities if the Underlying Fund's assets are insufficient
for effective investment in equities.

     Although it is expected that each Underlying Fund will normally be invested
consistent with its investment objectives and policies, the short-term
instruments in which an Underlying Fund may invest include: (i) short-term
obligations of the U.S. Government and its agencies, instrumentalities,
authorities or political subdivisions; (ii) other short-term debt securities;
(iii) commercial paper, including master notes; (iv) bank obligations, including
certificates of deposit, time deposits and bankers' acceptances; and (v)
repurchase agreements. When investing for the purposes indicated above, the
Underlying Funds will normally invest in short-term instruments that do not have
a maturity of greater than one year. To the extent an Underlying Fund is engaged
in temporary defensive investments, it will not be pursuing its investment
objective.

When-Issued Securities and Delayed-Delivery Transactions

     In order to secure prices or yields deemed advantageous at the time, the
Underlying Funds may purchase or sell securities on a when-issued or a
delayed-delivery basis generally 15 to 45 days after the commitment is made. The
Underlying Funds will enter into a when-issued transaction for the purpose of
acquiring portfolio securities and not for the purpose of leverage. In such
transactions, delivery of the securities occurs beyond the normal settlement
periods, but no payment or delivery is made by, and no interest accrues to, the
Underlying Fund prior to the actual delivery or payment by the other party to
the transaction. Due to fluctuations in the value of securities purchased on a
when-issued or a delayed-delivery basis, the yields obtained on such securities
may be higher or lower than the yields available in the market on the dates when
the investments are actually delivered to the buyers. Similarly, the sale of
securities for delayed-delivery can involve the risk that the prices available
in the market when delivery is made may actually be higher than those

                                       74



obtained in the transaction itself. Each Underlying Funds will establish a
segregated account with the Custodian consisting of cash and/or liquid assets in
an amount equal to the amount of its when-issued and delayed-delivery
commitments which will be "marked to market" daily. Each Underlying Funds will
only make commitments to purchase such securities with the intention of actually
acquiring the securities, but the Underlying Funds may sell these securities
before the settlement date if it is deemed advisable as a matter of investment
strategy. In these cases, the Underlying Funds may realize a taxable gain or
loss. When an Underlying Fund engages in when-issued, forward commitment and
delayed settlement transactions, it relies on the other party to consummate the
trade. Failure of such party to do so may result in an Underlying Fund's
incurring a loss or missing an opportunity to obtain a price credited to be
advantageous. Certain Underlying Funds may not purchase when-issued securities
or enter into firm commitments, if as a result, more than 15% of the Underlying
Fund's net assets would be segregated to cover such securities.

     When the time comes to pay for the securities acquired on a
delayed-delivery basis, an Underlying Fund will meet its obligations from the
available cash flow, sale of the securities held in the segregated account, sale
of other securities or, although it would not normally expect to do so, from
sale of the when-issued securities themselves (which may have a market value
greater or less than the Underlying Fund's payment obligation). Depending on
market conditions, the Underlying Funds could experience fluctuations in share
price as a result of delayed delivery or when-issued purchases.

                             INVESTMENT RESTRICTIONS

     All percentage limitations set forth below apply immediately after a
purchase or initial investment, and any subsequent change in any applicable
percentage resulting from market fluctuations will not require elimination of
any security from the relevant portfolio.

FUNDAMENTAL INVESTMENT RESTRICTIONS

     The investment objective of the Fund is not fundamental and may be changed
without a shareholder vote. The Fund has adopted certain investment restrictions
as fundamental policies that cannot be changed without the approval of the
holders of a "majority" of the Fund's outstanding voting securities, as that
term is defined in the 1940 Act. The term "majority" is defined in the 1940 Act
as the lesser of: (i) 67% or more of the Fund's voting securities present at a
meeting of shareholders, of which the holders of more than 50% of the
outstanding shares of the Fund are present or represented by proxy; or (ii) more
than 50% of the Fund's outstanding securities.

As a matter of fundamental policy, the Fund may not:


1.   purchase any securities which would cause 25% or more of the value of its
     total assets at the time of purchase to be invested in securities of one or
     more issuers conducting their principal business activities in the same
     industry, provided that: (a) there is no limitation with respect to
     obligations issued or guaranteed by the U.S. government, any state or
     territory of the United States, or any of their agencies, instrumentalities
     or political subdivisions; and (b) notwithstanding this limitation or any
     other fundamental investment limitation, assets may be invested in the
     securities of one or more management investment companies to the extent
     permitted by the 1940 Act, the rules and regulations thereunder and any
     exemptive relief obtained by the Fund;


2.   purchase securities of any issuer if, as a result, with respect to 75% of
     the Fund's total assets, more than 5% of the value of its total assets
     would be invested in the securities of any one issuer or the Fund's
     ownership would be more than 10% of the outstanding voting securities of
     any issuer, provided that this restriction does not limit the Fund's
     investments in securities issued or guaranteed by the U.S. government, its
     agencies and instrumentalities, or investments in securities of other
     investment companies;

                                       75



3.   borrow money, except to the extent permitted under the 1940 Act, including
     the rules, regulations, interpretations thereunder and any exemptive relief
     obtained by the Fund;

4.   make loans, except to the extent permitted under the 1940 Act, including
     the rules, regulations, interpretations and any exemptive relief obtained
     by the Fund. For the purposes of this limitation, entering into repurchase
     agreements, lending securities and acquiring debt securities are not deemed
     to be making of loans;

5.   underwrite any issue of securities within the meaning of the 1933 Act
     except when it might technically be deemed to be an underwriter either: (a)
     in connection with the disposition of a portfolio security; or (b) in
     connection with the purchase of securities directly from the issuer thereof
     in accordance with its investment objective. This restriction shall not
     limit the Fund's ability to invest in securities issued by other registered
     management investment companies;

6.   purchase or sell real estate, except that the Fund may (i) acquire or lease
     office space for its own use, (ii) invest in securities of issuers that
     invest in real estate or interests therein, (iii) invest in
     mortgage-related securities and other securities that are secured by real
     estate or interests therein, or (iv) hold and sell real estate acquired by
     the Fund as a result of the ownership of securities;

7.   issue senior securities except to the extent permitted by the 1940 Act, the
     rules and regulations thereunder and any exemptive relief obtained by the
     Fund; or

8.   purchase or sell physical commodities, unless acquired as a result of
     ownership of securities or other instruments (but this shall not prevent
     the Fund from purchasing or selling options and futures contracts or from
     investing in securities or other instruments backed by physical
     commodities). This limitations does not apply to foreign currency
     transactions, including, without limitation, forward currency contracts.

     If a percentage limitation is satisfied at the time of investment, a later
increase or decrease in such percentage resulting from a change in the value of
the Fund's investments will not constitute a violation of such limitation,
except that any borrowing by the Fund that exceeds the fundamental investment
limitations stated above must be reduced to meet such limitations within the
period required by the 1940 Act (currently three days). Otherwise, the Fund may
continue to hold a security even though it causes the Fund to exceed a
percentage limitation because of fluctuation in the value of the Fund's assets.

                             PORTFOLIO TRANSACTIONS



     The Fund normally invests all of its assets in shares of the Underlying
Funds. This section describes the portfolio transactions of the Underlying
Funds.

     The Sub-Adviser for each Underlying Fund places orders for the purchase and
sale of investment securities for the Underlying Fund, pursuant to authority
granted in the Underlying Fund's investment sub-advisory agreement. Subject to
policies and procedures approved by the Underlying Fund's Board of Trustees /
Directors, the Sub-Adviser has discretion to make decisions relating to placing
these orders, including, where applicable, selecting the brokers or dealers that
will execute the purchase and sale of investment securities, negotiating the
commission or other compensation paid to the broker or dealer executing the
trade, or using an electronic trading network ("ECN") or alternative trading
system ("ATS").

     In situations where a Sub-Adviser resigns or ING Investments otherwise
assumes day to day management of an Underlying Fund pursuant to its investment
advisory agreement with the Underlying Fund, ING Investments will perform the
services described herein as being performed by the Sub-Adviser.

     How Securities Transactions are Effected

     Purchases and sales of securities on a securities exchange (which include
most equity securities) are effected through brokers who charge a commission for
their services. In transactions on securities exchanges


                                       76




in the United States, these commissions are negotiated, while on many foreign
securities exchanges commissions are fixed. Securities traded in the
over-the-counter markets (such as fixed income securities and some equity
securities) are generally traded on a "net" basis with market makers acting as
dealers; in these transactions, the dealers act as principal for their own
accounts without a stated commission, although the price of the security usually
includes a profit to the dealer. Transactions in certain over-the counter
securities also may be effected on an agency basis, when, in the Sub-Adviser's
opinion, the total price paid (including commission) is equal to or better than
the best total price available from a market maker. In underwritten offerings,
securities are usually purchased at a fixed price, which includes an amount of
compensation to the underwriter, generally referred to as the underwriter's
concession or discount. On occasion, certain money market instruments may be
purchased directly from an issuer, in which case no commissions or discounts are
paid. The Sub-Adviser may also place trades using an ECN or ATS.

     How the Sub-Adviser Selects Broker Dealers

     The Sub-Adviser has a duty to seek to obtain best execution of the
Underlying Fund's orders, taking into consideration a full range of factors
designed to produce the most favorable overall terms reasonably available under
the circumstances. In selecting brokers and dealers to execute trades, the
Sub-Adviser may consider both the characteristics of the trade and the full
range and quality of the brokerage services available from eligible broker
dealers. This consideration often involves qualitative as well as quantitative
judgments. Factors relevant to the nature of the trade may include, among
others, price (including the applicable brokerage commission or dollar spread),
the size of the order, the nature and characteristics (including liquidity) of
the market for the security, the difficulty of execution, the timing of the
order, potential market impact, and the need for confidentiality, speed, and
certainty of execution. Factors relevant to the range and quality of brokerage
services available from eligible brokers and dealers may include, among others,
the firms' execution, clearance, settlement, and other operational facilities;
willingness and ability to commit capital or take risk in positioning a block of
securities, where necessary; special expertise in particular securities or
markets; ability to provide liquidity, speed and anonymity; the nature and
quality of other brokerage and research services provided to the Sub-Adviser
(consistent with the "safe harbor" described below); and the firms' general
reputation, financial condition and responsiveness to the Sub-Adviser, as
demonstrated in the particular transaction or other transactions. Subject to its
duty to seek best execution of the Underlying Fund's orders, the Sub-Adviser may
select broker-dealers that participate in commission recapture programs that
have been established for the benefit of the Underlying Funds. Under these
programs, the participating broker-dealers will return to an Underlying Fund (in
the form of a credit to the Underlying Fund) a portion of the brokerage
commissions paid to the broker-dealers by the Underlying Fund. Theses credits
are used to pay certain expenses of the Underlying Fund. These commission
recapture payments benefit the Underlying Funds, and not the Sub-Adviser.

     The Safe Harbor for Soft Dollar Practices

     In selecting broker dealers to execute a trade for an Underlying Fund, the
Sub-Adviser may consider the nature and quality of brokerage and research
services provided to the Sub-Adviser as a factor in evaluating the most
favorable overall terms reasonably available under the circumstances. As
permitted by Section 28(e) of the 1934 Act, the Sub-Adviser may cause an
Underlying Fund to pay a broker-dealer a commission for effecting a securities
transaction for an Underlying Fund that is in excess of the commission which
another broker-dealer would have charged for effecting the transaction, if the
Sub-Adviser makes a good faith determination that the broker's commission paid
by the Underlying Fund is reasonable in relation to the value of the brokerage
and research services provided by the broker-dealer, viewed in terms of either
the particular transaction or the Sub-Adviser's overall responsibilities to the
Underlying Fund and its other investment advisory clients. The practice of using
a portion of an Underlying Fund's commission dollars to pay for brokerage and
research services provided to the Sub-Adviser is sometimes referred to as "soft
dollars." Section 28(e) is sometimes referred to as a "safe harbor," because it
permits this practice, subject to a number of restrictions, including the
Sub-Adviser's compliance with certain procedural requirements and limitations on
the type of brokerage and research services that qualify for the safe harbor.


                                       77




     Brokerage and Research Products and Services Under the Safe Harbor -
Research products and services may include, but are not limited to, general
economic, political, business and market information and reviews, industry and
company information and reviews, evaluations of securities and recommendations
as to the purchase and sale of securities, financial data on a company or
companies, performance and risk measuring services and analysis, stock price
quotation services, computerized historical financial databases and related
software, credit rating services, analysis of corporate responsibility issues,
brokerage analysts' earning estimates, computerized links to current market
data, software dedicated to research, and portfolio modeling. Research services
may be provided in the form of reports, computer-generated data feeds and other
services, telephone contacts, and personal meetings with securities analysts, as
well as in the form of meetings arranged with corporate officers and industry
spokespersons, economists, academics and governmental representatives. Brokerage
products and services assist in the execution, clearance and settlement of
securities transactions, as well as functions incidental thereto, including but
not limited to related communication and connectivity services and equipment,
and software related to order routing, market access, algorithmic trading, and
other trading activities. On occasion, a broker-dealer may furnish the
Sub-Adviser with a service that has a mixed use (that is, the service is used
both for brokerage and research activities that are within the safe harbor and
for other activities). In this case, the Sub-Adviser is required to reasonably
allocate the cost of the service, so that any portion of the service that does
not qualify for the safe harbor is paid for by the Sub-Adviser from its own
funds, and not by portfolio commissions paid by an Underlying Fund.

     Benefits to the Sub-Adviser - Research products and services provided to
the Sub-Adviser by broker dealers that effect securities transactions for an
Underlying Fund may be used by the Sub-Adviser in servicing all of its accounts.
Accordingly, not all of these services may be used by the Sub-Adviser in
connection with that Underlying Fund or any of the Underlying Funds. Some of
these products and services are also available to the Sub-Adviser for cash, and
some do not have an explicit cost or determinable value. The research received
does not reduce the sub-advisory fees payable to the Sub-Adviser for services
provided to the Underlying Fund. A Sub-Adviser's expenses would likely increase
if the Sub-Adviser had to generate these research products and services through
its own efforts, or if it paid for these products or services itself.

     Broker Dealers that are Affiliated with ING Investments or a Sub-Adviser

     Portfolio transactions may be executed by brokers affiliated with the ING
Groep or ING Investments or the Sub-Advisers, so long as the commission paid to
the affiliated broker is reasonable and fair compared to the commission that
would be charged by an unaffiliated broker in a comparable transaction.

     Prohibition on Use of Brokerage Commissions for Sales or Promotional
Activities

     The placement of portfolio brokerage with broker-dealers who have sold
shares of an Underlying Fund is subject to rules adopted by the SEC and FINRA.
Under these rules, a Sub-Adviser may not consider a broker's promotional or
sales efforts on behalf of any Underlying Fund when selecting a broker dealer
for the Underlying Fund portfolio transactions, and neither the Underlying Funds
nor a Sub-Adviser may enter into an agreement under which an Underlying Fund
directs brokerage transactions (or revenue generated from such transactions) to
a broker dealer to pay for distribution of Underlying Fund shares. Each
Underlying Fund has adopted policies and procedures, approved by its Board of
Trustees/Directors, that are designed to attain compliance with these
prohibitions.

     Principal Trades and Research

     Purchases of securities for an Underlying Fund also may be made directly
from issuers or from underwriters. Purchase and sale transactions may be
effected through dealers which specialize in the types of securities which the
Underlying Fund will be holding. Dealers and underwriters usually act as
principals for their own account. Purchases from underwriters will include a
concession paid by the issuer to the underwriter and purchases from dealers will
include the spread between the bid and the asked price. If the execution and


                                       78




price offered by more than one dealer or underwriter are comparable, the order
may be allocated to a dealer or underwriter which has provided such research or
other services as mentioned above.

     More Information about trading in Fixed Income Securities

     Purchases and sales of fixed-income securities will usually be principal
transactions. Such securities often will be purchased or sold from or to dealers
serving as market makers for the securities at a net price. Each Underlying Fund
may also purchase such securities in underwritten offerings and will, on
occasion, purchase securities directly from the issuer. Generally, fixed income
securities are traded on a net basis and do not involve brokerage commissions.
The cost of executing fixed income securities transactions consists primarily of
dealer spreads and underwriting commissions.

     In purchasing and selling fixed income securities, it is the policy of each
Underlying Fund to obtain the best results, while taking into account the
dealer's general execution and operational facilities, the type of transaction
involved and other factors, such as the dealer's risk in positioning the
securities involved. While the Sub-Adviser generally seeks reasonably
competitive spreads or commissions, the Underlying Funds will not necessarily
pay the lowest spread or commission available.

     Transition Management

     Changes in Sub-Advisers and investment personnel and reorganizations of an
Underlying Fund may result in the sale of a significant portion or even all of
the Underlying Fund's portfolio securities. This type of change will increase
trading costs and the portfolio turnover for the affected Underlying Fund. The
Underlying Fund, ING Investments, or the Sub-Adviser may engage a broker-dealer
to provide transition management services in connection with a change in
Sub-Adviser or a reorganization or other changes.

     Allocation of Trades

     Some securities considered for investment by an Underlying Fund may also be
appropriate for other clients served by that Underlying Fund's Sub-Adviser. If
the purchase or sale of securities consistent with the investment policies of an
Underlying Fund and one or more of these other clients is considered at or about
the same time, transactions in such securities will be placed on an aggregate
basis and allocated among the Underlying Fund and such other clients in a manner
deemed fair and equitable, over time, by the Sub-Adviser and consistent with the
Sub-Adviser's written policies and procedures. Sub-Advisers may use different
methods of allocating the results aggregated trades. Each Sub-Adviser's relevant
policies and procedures and the results of aggregated trades in which an
Underlying Fund participated are subject to periodic review by the Underlying
Fund's Board. To the extent any of the Underlying Funds seek to acquire (or
dispose of) the same security at the same time, one or more of the Underlying
Funds may not be able to acquire (or dispose of) as large a position in such
security as it desires, or it may have to pay a higher (or receive a lower)
price for such security. It is recognized that in some cases, this system could
have a detrimental effect on the price or value of the security insofar as the
Underlying Fund is concerned. However, over time, an Underlying Fund's ability
to participate in aggregate trades is expected to provide better execution for
the Underlying Fund.

     Cross-Transactions

     The Board has adopted a policy allowing trades to be made between
affiliated registered investment companies or series thereof provided they meet
the terms of Rule 17a-7 under the 1940 Act.


     Brokerage commissions paid by the Fund for previous fiscal years/periods
are as follows:


                            October 31,
                            -----------
Fund                        2007   2006
-------------------------   ----   ----
Diversified International    --     --


                                       79



                 ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

     A complete description of the manner in which Class A, Class B, Class C,
Class I and Class R shares may be purchased, redeemed or exchanged appears in
the Prospectuses under "Shareholder Guide." Shares of the Fund are offered at
the NAV next computed following receipt of the order by the dealer (and/or the
Distributor) or by the Trust's transfer agent, DST Systems, Inc. ("Transfer
Agent"), plus, for Class A shares a varying sales charge depending upon the
class of shares purchased and the amount of money invested, as set forth in the
Prospectuses. An investor may exchange shares of the Fund for shares of the same
class of any Fund, without paying any additional sales charge. Shares subject to
a CDSC will continue to age from the date that the original shares were
purchased.

     Certain brokers or other designated intermediaries such as third party
administrators or plan trustees may accept purchase and redemption orders on
behalf of the Fund. The Distributor/Fund will be deemed to have received such an
order when the broker or the designee has accepted the order. Customer orders
are priced at the NAV next computed after such acceptance. Such orders may be
transmitted to the Fund or its agents several hours after the time of the
acceptance and pricing.

     If you invest in the Fund through a financial intermediary, you may be
charged a commission or transaction fee by the financial intermediary for the
purchase and sale of Fund shares.

     Certain investors may purchase shares of the Fund with liquid assets with a
value which is readily ascertainable by reference to a domestic exchange price
and which would be eligible for purchase by the Fund consistent with the Fund's
investment policies and restrictions. These transactions only will be effected
if the Adviser intends to retain the security in the Fund as an investment.
Assets so purchased by the Fund will be valued in generally the same manner as
they would be valued for purposes of pricing the Fund's shares, if such assets
were included in the Fund's assets at the time of purchase. The Trust reserves
the right to amend or terminate this practice at any time.

Special Purchases at Net Asset Value - Class A Shares

     Class A shares of the Fund may be purchased at NAV, without a sales charge,
by persons who have redeemed their Class A shares of the Fund (or shares of
other funds managed by the Adviser in accordance with the terms of such
privileges established for such funds) within the previous ninety (90) days. The
amount that may be so reinvested in the Fund is limited to an amount up to, but
not exceeding, the redemption proceeds (or to the nearest full share if
fractional shares are not purchased). In order to exercise this privilege, a
written order for the purchase of shares must be received by the Transfer Agent,
or be postmarked, within ninety (90) days after the date of redemption. This
privilege may only be used once per calendar year. Payment must accompany the
request and the purchase will be made at the then current NAV of the Fund. Such
purchases may also be handled by a securities dealer who may charge a
shareholder for this service. If the shareholder has realized a gain on the
redemption, the transaction is taxable and any reinvestment will not alter any
applicable federal capital gains tax. If there has been a loss on the redemption
and a subsequent reinvestment pursuant to this privilege, some or all of the
loss may not be allowed as a tax deduction depending upon the amount reinvested,
although such disallowance is added to the tax basis of the shares acquired upon
the reinvestment.

     Class A shares of the Fund may also be purchased at NAV by any charitable
organization or any state, county, or city, or any instrumentality, department,
authority or agency thereof that has determined that the Fund is a legally
permissible investment and that is prohibited by applicable investment law from
paying a sales charge or commission in connection with the purchase of shares of
any registered management investment company ("an eligible governmental
authority"). If an investment by an eligible governmental

                                       80



authority at NAV is made through a dealer who has executed a selling group
agreement with respect to the Trust (or the other open-end ING Funds) the
Distributor may pay the selling firm 0.25% of the Offering Price.

     Shareholders of the various ING money market funds (ING Classic Money
Market Fund and ING Money Market) who acquired their shares by using all or a
portion of the proceeds from the redemption of Class A shares of other open-end
ING Funds distributed by the Distributor may reinvest such amount plus any
shares acquired through dividend reinvestment in Class A shares of the Fund at
its current NAV, without a sales charge.


     The officers and Trustees (including retired officers and retired Board
members), bona fide full-time employees of the Fund (including retired Fund
employees) and the officers, directors and full-time employees of their
investment adviser, sub-adviser, principal underwriter, or any service provider
to the Fund or affiliated corporations thereof (including retired officers and
employees of the investment adviser, principal underwriter, ING-affiliated
service providers and affiliated corporations thereof) or any trust, pension,
profit-sharing or other benefit plan for such persons, broker-dealers, for their
own accounts or for members of their families (defined as current spouse,
children, parents, grandparents, uncles, aunts, siblings, nephews, nieces,
step-relations, relations at-law, and cousins) employees of such broker-dealers
(including their immediate families) and discretionary advisory accounts of ING
Investments or the Consultant, may purchase Class A shares of the Fund at NAV
without a sales charge. Such purchaser may be required to sign a letter stating
that the purchase is for his own investment purposes only and that the
securities will not be resold except to the Fund. The Fund may, under certain
circumstances, allow registered investment adviser's to make investments on
behalf of their clients at NAV without any commission or concession. The Fund
may terminate or amend the terms of this sales charge waiver at any time.


     Class A shares may also be purchased at NAV by certain fee based registered
investment advisers, trust companies and bank trust departments under certain
circumstances making investments on behalf of their clients and by shareholders
who have authorized the automatic transfer of dividends from the same class of
another open-end fund managed by ING Investments or from ING Prime Rate Trust.

     Class A shares may also be purchased without a sales charge by (i)
shareholders who have authorized the automatic transfer of dividends from the
same class of another ING Fund distributed by the Distributor or from ING Prime
Rate Trust; (ii) registered investment advisors, trust companies and bank trust
departments investing in Class A shares on their own behalf or on behalf of
their clients, provided that the aggregate amount invested in any one or more
ING Fund, during the 13-month period starting with the first investment, equals
at least $1 million; (iii) broker-dealers, who have signed selling group
agreements with the Distributor, and registered representatives and employees of
such broker-dealers, for their own accounts or for members of their families
(defined as current spouse, children, parents, grandparents, uncles, aunts,
siblings, nephews, nieces, step relations, relations-at-law and cousins); (iv)
broker-dealers using third party administrators for qualified retirement plans
who have entered into an agreement with the ING Funds or an affiliate, subject
to certain operational and minimum size requirements specified from time-to-time
by the ING Funds; (v) accounts as to which a banker or broker-dealer charges an
account management fee ("wrap accounts"); (vi) any registered investment company
for which ING Investments serves as adviser; (vii) investors who purchase Fund
shares with redemption proceeds received in connection with a distribution from
a retirement plan investing either (1) directly in any Fund or through an
unregistered separate account sponsored by DSL or any successor thereto or
affiliate thereof or (2) in a registered separate account sponsored by DSL or
any successor thereto or affiliate thereof, but only if no deferred sales charge
is paid in connection with such distribution and the investor receives the
distribution in connection with a separation from service, retirement, death or
disability; and (viii) insurance companies (including separate accounts).

     The Fund may terminate or amend the terms of these sales charge waivers at
any time.

                                       81



Letters of Intent and Rights of Accumulation - Class A Shares


     An investor may immediately qualify for a reduced sales charge on a
purchase of Class A shares of any of the Funds which offers Class A shares or
shares with front-end sales charges, by completing the Letter of Intent section
of the Shareholder Application in the Prospectuses (the "Letter of Intent" or
"Letter"). By completing the Letter, the investor expresses an intention to
invest during the next thirteen (13) months a specified amount which if made at
one time would qualify for the reduced sales charge. At any time within ninety
(90) days after the first investment which the investor wants to qualify for the
reduced sales charge, a signed Shareholder Application, with the Letter of
Intent section completed, may be filed with the Fund. After the Letter of Intent
is filed, each additional investment made will be entitled to the sales charge
applicable to the level of investment indicated on the Letter of Intent as
described above. Sales charge reductions based upon purchases in more than one
investment in the Funds will be effective only after notification to the
Distributor that the investment qualifies for a discount. The shareholder's
holdings in the Funds (including ING Senior Income Fund and excluding any ING
money market fund) acquired within ninety (90) days before the Letter of Intent
is filed, will be counted towards completion of the Letter of Intent but will
not be entitled to a retroactive downward adjustment of sales charge until the
Letter of Intent is fulfilled. Any redemptions made by the shareholder during
the thirteen (13) month period will be subtracted from the amount of the
purchases for purposes of determining whether the terms of the Letter of Intent
have been completed. If the Letter of Intent is not completed within the
thirteen (13) month period, there will be an upward adjustment of the sales
charge as specified below, depending upon the amount actually purchased (less
redemption) during the period.


     An investor acknowledges and agrees to the following provisions by
completing the Letter of Intent section of the Shareholder Application in the
Prospectuses. A minimum initial investment equal to 25% of the intended total
investment is required. An amount equal to the maximum sales charge or 5.75% of
the total intended purchase will be held in escrow at ING Funds, in the form of
shares, in the investor's name to assure that the full applicable sales charge
will be paid if the intended purchase is not completed. The shares in escrow
will be included in the total shares owned as reflected on the monthly
statement; income and capital gain distributions on the escrow shares will be
paid directly by the investor. The escrow shares will not be available for
redemption by the investor until the Letter of Intent has been completed, or the
higher sales charge paid. If the total purchases, less redemptions, equal the
amount specified under the Letter, the shares in escrow will be released. If the
total purchases, less redemptions, exceed the amount specified under the Letter
and is an amount which would qualify for a further quantity discount, a
retroactive price adjustment will be made by the Distributor and the dealer with
whom purchases were made pursuant to the Letter of Intent (to reflect such
further quantity discount) on purchases made within nintey (90) days before, and
on those made after filing the Letter. The resulting difference in offering
price will be applied to the purchase of additional shares at the applicable
offering price. If the total purchases, less redemptions, are less than the
amount specified under the Letter, the investor will remit to the Distributor an
amount equal to the difference in dollar amount of sales charge actually paid
and the amount of sales charge which would have applied to the aggregate
purchases if the total of such purchases had been made at a single account in
the name of the investor or to the investor's order. If within ten (10) days
after written request such difference in sales charge is not paid, the
redemption of an appropriate number of shares in escrow to realize such
difference will be made. If the proceeds from a total redemption are inadequate,
the investor will be liable to the Distributor for the difference. In the event
of a total redemption of the account prior to fulfillment of the Letter of
Intent, the additional sales charge due will be deducted from the proceeds of
the redemption and the balance will be forwarded to the Investor. By completing
the Letter of Intent section of the Shareholder Application, an investor grants
to the Distributor a security interest in the shares in escrow and agrees to
irrevocably appoint the Distributor as his attorney-in-fact with full power of
substitution to surrender for redemption any or all shares for the purpose of
paying any additional sales charge due and authorizes the Transfer Agent or
Sub-Transfer Agent to receive and redeem shares and pay the proceeds as directed
by the Distributor. The investor or the securities dealer must inform the
Transfer Agent or the Distributor that this Letter is in effect each time a
purchase is made.

                                       82



     If at any time prior to or after completion of the Letter of Intent the
investor wishes to cancel the Letter of Intent, the investor must notify the
Distributor in writing. If, prior to the completion of the Letter of Intent, the
investor requests the Distributor to liquidate all shares held by the investor,
the Letter of Intent will be terminated automatically. Under either of these
situations, the total purchased may be less than the amount specified in the
Letter of Intent. If so, the Distributor will redeem at NAV to remit to the
Distributor and the appropriate authorized dealer an amount equal to the
difference between the dollar amount of the sales charge actually paid and the
amount of the sales charge that would have been paid on the total purchases if
made at one time.

     The value of shares of the Fund plus shares of the other open-end funds
distributed by the Distributor (excluding shares of ING Classic Money Market
Fund and ING Money Market Fund) can be combined with a current purchase to
determine the reduced sales charge and applicable offering price of the current
purchase. The reduced sales charge applies to quantity purchases made at one
time or on a cumulative basis over any period of time by (i) an investor, (ii)
the investor's spouse and children under the age of majority, (iii) the
investor's custodian accounts for the benefit of a child under the Uniform Gift
to Minors Act, (iv) a trustee or other fiduciary of a single trust estate or a
single fiduciary account (including a pension, profit-sharing and/or other
employee benefit plans qualified under Section 401 of the Code), by trust
companies' registered investment advisers, banks and bank trust departments for
accounts over which they exercise exclusive investment discretionary authority
and which are held in a fiduciary, agency, advisory, custodial or similar
capacity.

     The reduced sales charge also applies on a non-cumulative basis, to
purchases made at one time by the customers of a single dealer, in excess of $1
million. The Letter of Intent option may be modified or discontinued at any
time.


     Shares of the Fund and other open-end ING Funds (including ING Senior
Income Fund and excluding any ING money market fund) purchased and owned of
record or beneficially by a corporation, including employees of a single
employer (or affiliates thereof) including shares held by its employees, under
one or more retirement plans, can be combined with a current purchase to
determine the reduced sales charge and applicable offering price of the current
purchase, provided such transactions are not prohibited by one or more
provisions of the Employee Retirement Income Security Act or the Code.
Individuals and employees should consult with their tax advisors concerning the
tax rules applicable to retirement plans before investing.


     For the purposes of Rights of Accumulation and the Letter of Intent
Privilege, shares held by investors in the ING Funds which impose a CDSC may be
combined with Class A shares for a reduced sales charge but will not affect any
CDSC which may be imposed upon the redemption of shares of the Fund which
imposes a CDSC.

Redemptions

     Payment to shareholders for shares redeemed will be made within seven (7)
days after receipt by the Fund's Transfer Agent of the written request in proper
form, except that the Fund may suspend the right of redemption or postpone the
date of payment during any period when (a) trading on the NYSE is restricted as
determined by the SEC or NYSE or such exchange is closed for other than weekends
and holidays; (b) an emergency exists as determined by the SEC, as a result of
which (i) disposal by the Fund of securities owned by it is not reasonably
practicable; or (ii) it is not reasonably practical for the Fund to determine
fairly the value of its net assets; or (c) for such other period as the SEC may
permit for the protection of the Fund's shareholders. At various times, the Fund
may be requested to redeem shares for which it has not yet received good
payment. Accordingly, the Fund may delay the mailing of a redemption check until
such time as it has assured itself that good payment has been collected for the
purchase of such shares, which may take up to 15 days or longer.

     The Fund intends to pay in cash for all shares redeemed, but under abnormal
conditions that make payment in cash unwise, the Fund may make payment wholly or
partly in securities at their then current market

                                       83



value equal to the redemption price. In such case, an investor may incur
brokerage costs in converting such securities to cash. However, the Trust has
elected to be governed by the provisions of Rule 18f-1 under the 1940 Act, which
contain a formula for determining the minimum amount of cash to be paid as part
of any redemption. In the event the Fund must liquidate portfolio securities to
meet redemptions, it reserves the right to reduce the redemption price by an
amount equivalent to the pro-rated cost of such liquidation not to exceed one
percent of the NAV of such shares.

     Due to the relatively high cost of handling small investments, the Trust
reserves the right, upon thirty (30) days' written notice, to redeem, at NAV
(less any applicable deferred sales charge), the shares of any shareholder whose
account (except for IRAs) has a value of less than the Fund minimum other than
as a result of a decline in the NAV per share. Before the Fund redeems such
shares and sends the proceeds to the shareholder, it will notify the shareholder
that the value of the shares in the account is less than the minimum amount and
will allow the shareholder thirty (30) days to make an additional investment in
an amount that will increase the value of the account to at least the minimum
before the redemption is processed. This policy is not limited where the Fund
has previously waived the minimum investment requirements.

     The value of shares on redemption or repurchase may be more or less than
the investor's cost, depending upon the market value of the portfolio securities
at the time of redemption or repurchase.

     Certain purchases of Class A shares and most Class B and Class C shares may
be subject to a CDSC. Shareholders will be charged a CDSC if certain of those
shares are redeemed within the applicable time period as stated in the
Prospectus.

     No CDSC is imposed on any shares subject to a CDSC to the extent that those
shares (i) are no longer subject to the applicable holding period, (ii) resulted
from reinvestment of distributions on CDSC shares, or (iii) were exchanged for
shares of another fund managed by ING Investments, provided that the shares
acquired in such exchange and subsequent exchanges will continue to remain
subject to the CDSC, if applicable, until the applicable holding period expires.

     The CDSC will be waived for certain redemptions of Fund shares. The CDSC
will be waived in the case of a redemption of shares following the death or
permanent disability of a shareholder if the redemption is made within one year
of death or initial determination of permanent disability. The waiver is
available for total or partial redemptions of shares owned by an individual or
an individual in joint tenancy (with rights of survivorship), but only for
redemptions of shares held at the time of death or initial determination of
permanent disability. For Class B and Class C shares, the CDSC will be waived
for redemptions pursuant to a Systematic Withdrawal Plan, up to a maximum of 12%
per year of a shareholder's account value based on the value of the account at
the time the plan is established and annually thereafter, provided all dividends
and distributions are reinvested and the total redemptions do not exceed 12%
annually. The CSDC will also be waived in the case of a total or partial
redemption of shares in connection with any mandatory distribution from a
tax-deferred retirement plan or an IRA. The waiver does not apply in the case of
a tax-free rollover or transfer of assets, other than one following a separation
from services, except that a CDSC may be waived in certain circumstances
involving redemptions in connection with a distribution from a qualified
employer retirement plan in connection with termination of employment or
termination of the employer's plan and the transfer to another employer's plan
or to an IRA. The shareholder must notify the Fund either directly or through
the Distributor at the time of redemption that the shareholder is entitled to a
waiver of CDSC. The waiver will then be granted subject to confirmation of the
shareholder's entitlement. The CDSC, which may be imposed on Class A shares
purchased in excess of $1 million, will also be waived for registered investment
advisors, trust companies and bank trust departments investing on their own
behalf or on behalf of their clients. These waivers may be changed at any time.

Reinstatement Privilege - Class B and Class C Shares

     If you sell Class B or Class C shares of an ING Fund, you may reinvest some
or all of the proceeds in the same share class within 90 days without a sales
charge. Reinstated Class B and Class C shares will retain

                                       84



their original cost and purchase date for purposes of the CDSC. The amount of
any CDSC also will be reinstated. To exercise this privilege, the written order
for the purchase of shares must be received by the Transfer Agent or be
postmarked within 90 days after the date of redemption. This privilege can be
used only once per calendar year. If a loss is incurred on the redemption and
the reinstatement privilege is used, some or all of the loss may not be allowed
as a tax deduction.

Conversion of Class B Shares


     A shareholder's Class B shares will automatically convert to Class A shares
in the Fund on the second calendar day of the following month in which the
eighth anniversary of the issuance of the Class B shares occurs, together with a
pro rata portion of all Class B shares representing dividends and other
distributions paid in additional Class B shares. The conversion of Class B
shares into Class A shares is subject to the continuing availability of an
opinion of counsel or an Internal Revenue Service ("IRS") ruling, if ING
Investments deems it advisable to obtain such advice, to the effect that (1)
such conversion will not constitute taxable events for federal tax purposes; and
(2) the payment of different dividends on Class A and Class B shares does not
result in the Fund's dividends or distributions constituting "preferential
dividends" under the Code of 1986. The Class B shares so converted will no
longer be subject to the higher expenses borne by Class B shares. The conversion
will be effected at the relative NAV's per share of the two classes.


Dealer Commissions and Other Incentives

     In connection with the sale of shares of the Fund, the Distributor may pay
Authorized Dealers of record a sales commission as a percentage of the purchase
price. In connection with the sale of Class A shares, the Distributor will
reallow to Authorized Dealers of record from the sales charge on such sales the
following amounts:

                        Dealers' Reallowance as a Percentage of
                                      Offering Price
Amount of Transaction                  Class A
---------------------   ---------------------------------------
 Less than $50,000                      5.00%
 $50,000 - $99,999                      3.75%
$100,000 - $249,999                     2.75%
$250,000 - $499,000                     2.00%
$500,000 - $999,999                     1.75%
$1,000,000 and over                   See below

     The Distributor may pay to Authorized Dealers out of its own assets
commissions on shares sold in Class A, Class B and Class C shares, at NAV, which
at the time of investment would have been subject to the imposition of a CDSC if
redeemed. There is no sales charge on purchases of $1,000,000 or more of Class A
shares. However, such purchases may be subject to a CDSC, as disclosed in the
Prospectus. The Distributor will pay Authorized Dealers of record commissions at
the rates shown in the table below for purchases of Class A shares that are
subject to a CDSC:

                           Dealer Commission as a Percentage of
Amount of Transaction               Amount Invested
------------------------   ------------------------------------
$1,000,000 to $2,499,000                  1.00%
$2,500,000 to $4,999,999                  0.50%
$5,000,000 and over                       0.25%

     Also, the Distributor will pay out of its own assets a commission of 1.00%
of the amount invested for purchases of Class A shares of less than $1 million
by qualified retirement plans with 50 or more participants.

                                       85



     In connection with qualified retirement plans that invest $1 million or
more in Class A shares of the Fund, the Distributor will pay dealer compensation
of 1.00% of the purchase price of the shares to the dealer from its own
resources at the time of the initial rollover investment.

     The Distributor will pay out of its own assets a commission of 4.00% of the
amount invested for purchases of Class B shares subject to a CDSC. For purchases
of Class C shares subject to a CDSC, the Distributor may pay out of its own
assets a commission of 1.00% of the amount invested of the Fund.

     The Distributor may, from time to time, at its discretion, allow a selling
dealer to retain 100% of a sales charge, and such dealer may therefore be deemed
an "underwriter" under the 1933 Act. The Distributor, at its expense, may also
provide additional promotional incentives to dealers. The incentives may include
payment for travel expenses, including lodging, incurred in connection with
trips taken by qualifying registered representatives and members of their
families to locations within or outside of the U.S., merchandise or other items.
For more information on incentives, see "Management of the Fund -- 12b-1 Plans"
in this SAI.


     The Distributor may, at its discretion, pay additional cash compensation to
its employee sales staff for sales by certain broker-dealers or "focus firms."
The Distributor may pay up to an additional 0.10% to its employee sales staff
for sales that are made by registered representatives of these focus firms. As
of the date of this SAI, the focus firms are: A.G. Edwards & Sons, Inc; AIG
Financial Advisors, Inc.; Banc of America Investment Services, Inc.; Banc of
America Securities LLC; Citigroup Global Markets, Inc; Citizens Bank; H & R
Block Financial Advisors LLC; ING Advisors Network; Linsco Private Ledger
Financial Services; Merrill Lynch, Morgan Keegan; Morgan Stanley & Co, Inc.;
Morgan Stanley Dean Witter; Raymond James & Associates, Inc.; Raymond James
Financial Services, Inc.; RBC Dain Rauscher, Inc.; UBS Financial Services, Inc.;
Wachovia Bank; Wachovia Brokerage Services, Inc.; Wachovia Securities Financial
Network, Inc.; Wachovia Securities LLC; Wells Fargo Bank; Wells Fargo Bank N.A.;
and Wells Fargo Investments LLC.

                                 NET ASSET VALUE

     As noted in the Prospectuses, the NAV and offering price of each class of
the Fund's shares will be determined once daily as of the close of regular
trading ("Market Close") on the NYSE (normally 4:00 p.m. Eastern time unless
otherwise designated by the NYSE) during each day on which the NYSE is open for
trading. As of the date of this SAI, the NYSE is closed on the following
holidays: New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and
Christmas Day.

     Portfolio securities listed or traded on a national securities exchange
will be valued at the last reported sale price on the valuation day. Securities
traded on an exchange for which there has been no sale that day and other
securities traded in the over-the-counter market will be valued at the mean
between the last reported bid and asked prices on the valuation day. Portfolio
securities reported by NASDAQ will be valued at the NASDAQ Official Closing
Price on the valuation day. In cases in which securities are traded on more than
one exchange, the securities are valued on the exchange that is normally the
primary market. Short-term obligations maturing in sixty (60) days or less will
generally be valued at amortized cost. This involves valuing a security at cost
on the date of acquisition and thereafter assuming a constant accretion of a
discount or amortization of a premium to maturity, regardless of the impact of
fluctuating interest rates on the market value of the instrument. While this
method provides certainty in valuation, it may result in periods during which
value, as determined by amortized cost, is higher or lower than the price the
Fund would receive if it sold the instrument. See "Net Asset Value" in the
Shareholder Guide and Information for Investors sections of the Prospectus. The
long-term debt obligations held in the Fund's portfolio will be valued at the
mean between the most recent bid and asked prices as obtained from one or more
dealers that make markets in the securities when over-the-counter market
quotations are readily available.

                                       86



     Securities and assets for which market quotations are not readily available
(which may include certain restricted securities which are subject to
limitations as to their sale) or deemed unreliable are valued at their fair
values as determined in good faith by or under the supervision of the Fund's
Board, in accordance with methods that are specifically authorized by the Board.
Securities traded on exchanges, including foreign exchanges, which close earlier
than the time that the Fund calculates its NAV, may also be valued at their fair
values as determined in good faith by or under the supervision of the Fund's
Board, in accordance with methods that are specifically authorized by the Board.
The valuation techniques applied in any specific instance are likely to vary
from case to case. With respect to a restricted security, for example,
consideration is generally given to the cost of the investment, the market value
of any unrestricted securities of the same class at the time of valuation, the
potential expiration of restrictions on the security, the existence of any
registration rights, the costs to the Fund related to registration of the
security, as well as factors relevant to the issuer itself. Consideration may
also be given to the price and extent of any public trading in similar
securities of the issuer or comparable companies' securities.


     The value of a foreign security traded on an exchange outside the United
States is generally based on its price on the principal foreign exchange where
it trades as of the time the Fund determines its NAV or if the foreign exchange
closes prior to the time the Fund determines its NAV, the most recent closing
price of the foreign security on its principal exchange. Trading in certain
non-U.S. securities may not take place on all days on which the NYSE is open.
Further, trading takes place in various foreign markets on days on which the
NYSE is not open. Consequently, the calculation of the Fund's NAV may not take
place contemporaneously with the determination of the prices of securities held
by the Fund in foreign securities markets. Further, the value of the Fund's
assets may be significantly affected by foreign trading on days when a
shareholder cannot purchase or redeem shares of the Fund. In calculating the
Fund's NAV, foreign securities in foreign currency are converted to U.S. dollar
equivalents.

     If an event occurs after the time at which the market for foreign
securities held by the Fund closes but before the time that the Fund's NAV is
calculated, such event may cause the closing price on the foreign exchange to
not represent a readily available reliable market value quotations for such
securities at the time the Fund determines its NAV. In such a case, the Fund
will use the fair value of such securities as determined under the Fund's
valuation procedures. Events after the close of trading on a foreign market that
could require the Fund to fair value some or all of its foreign securities
include, among others, securities trading in the United States and other
markets, corporate announcements, natural and other disasters, and political and
other events. Among other elements of analysis in determination of a security's
fair value, the Board has authorized the use of one or more independent research
services to assist with such determinations. An independent research service may
use statistical analyses and quantitative models to help determine fair value as
of the time the Fund calculates its NAV. There can be no assurance that such
models accurately reflect the behavior of the applicable markets or the effect
of the behavior of such markets on the fair value of securities, nor that such
markets will continue to behave in a fashion that is consistent with such
models. Unlike the closing price of a security on an exchange, fair value
determinations employ elements of judgment. Consequently, the fair value
assigned to a security may not represent the actual value that the Fund could
obtain if it were to sell the security at the time of the close of the NYSE.
Pursuant to procedures adopted by the Board, the Fund is not obligated to use
the fair valuation suggested by any research service, and valuation
recommendations provided by such research services may be overridden if other
events have occurred, or if other fair valuations are determined in good faith
to be more accurate. Unless an event is such that it causes the Fund to
determine that the closing prices for one or more securities do not represent
readily available reliable market value quotations at the time the Fund
determines its NAV, events that occur between the time of the close of the
regular trading on the NYSE will not be reflected in the Fund's NAV.

     Options on securities, currencies, futures, and other financial instruments
purchased by the Fund are valued at their last bid price in the case of listed
options or at the average of the last bid prices obtained from dealers in the
case of OTC Options.

     The fair value of other assets is added to the value of all securities
positions to arrive at the value of the Fund's total assets. The Fund's
liabilities, including accruals for expenses, are deducted from its total
assets.

                                       87



Once the total value of the Fund's net assets is so determined, that value is
then divided by the total number of shares outstanding (excluding treasury
shares), and the result, rounded to the nearest cent, is the NAV per share.

     In computing the NAV for a class of shares of the Fund, all class-specific
liabilities incurred or accrued are deducted from the class' net assets. The
resulting net assets are divided by the number of shares of the class
outstanding at the time of the valuation and the result (adjusted to the nearest
cent) is the NAV per share.

     The per share NAV of Class A shares generally will be higher than the per
share NAV of shares of the other classes, reflecting daily expense accruals of
the higher service fees applicable to Class B and Class C. It is expected,
however, that the per share NAV of the classes will tend to converge immediately
after the payment of dividends or distributions that will differ by
approximately the amount of the expense accrual differentials between the
classes.

     Orders received by dealers prior to Market Close will be confirmed at the
offering price computed as of the close of regular trading on the NYSE provided
the order is received by the Transfer Agent prior to Market Close that same day.
It is the responsibility of the dealer to insure that all orders are transmitted
timely to the Fund. Orders received by dealers after Market Close will be
confirmed at the next computed offering price as described in the Prospectuses.

                             SHAREHOLDER INFORMATION

     Certificates representing shares of the Fund will not be issued to
shareholders. The Transfer Agent will maintain an account for each shareholder
upon which the registration and transfer of shares are recorded, and any
transfers shall be reflected by bookkeeping entry, without physical delivery.

     The Transfer Agent will require that a shareholder provide requests in
writing, accompanied by a valid signature guarantee form, when changing certain
information in an account (i.e., wiring instructions, telephone privileges,
etc.).

     The Trust reserves the right, if conditions exist that make cash payments
undesirable, to honor any request for redemption or repurchase order with
respect to shares of the Fund by making payment in whole or in part in readily
marketable securities chosen by the Fund and valued as they are for purposes of
computing the Fund's NAV (redemption-in-kind). If payment is made in securities,
a shareholder may incur transaction expenses in converting theses securities to
cash. The Trust has elected, however, to be governed by Rule 18f-1 under the
1940 Act as a result of which the Fund is obligated to redeem shares with
respect to any one shareholder during any ninety (90) day period solely in cash
up to the lesser of $250,000 or 1.00% of the NAV of the Fund at the beginning of
the period.

                       SHAREHOLDER SERVICES AND PRIVILEGES


     As discussed in the Class A, Class B and Class C Prospectus, the Fund
provides a Pre-Authorized Investment Plan for the convenience of investors who
wish to purchase shares of the Fund on a regular basis. Such a Pre-Authorized
Investment Plan may be started with an initial investment ($1,000 minimum) and
subsequent voluntary purchases ($100 minimum) with no obligation to continue.
The Pre-Authorized Investment Plan may be terminated without penalty at any time
by the investor or the Fund. The minimum investment requirements may be waived
by the Fund for purchases made pursuant to (i) employer-administered payroll
deduction plans, (ii) profit-sharing, pension, or individual or any employee
retirement plans, or (iii) purchases made in connection with plans providing for
periodic investments in Fund shares.

     For investors purchasing shares of the Fund under a tax-qualified
individual retirement or pension plan or under a group plan through a person
designated for the collection and remittance of monies to be

                                       88



invested in shares of the Fund on a periodic basis, the Fund may, in lieu of
furnishing confirmations following each purchase of Fund shares, send statements
no less frequently than quarterly pursuant to the provisions of the 1934 Act, as
amended, and the rules thereunder. Such quarterly statements, which would be
sent to the investor or to the person designated by the group for distribution
to its members, will be made within five business days after the end of each
quarterly period and shall reflect all transactions in the investor's account
during the preceding quarter.

     All shareholders will receive a confirmation of each new transaction in
their accounts, which will also show the total number of Fund shares owned by
each shareholder, the number of shares being held in safekeeping by the Fund's
Transfer Agent for the account of the shareholder and a cumulative record of the
account for the entire year. Shareholders may rely on these statements in lieu
of certificates.

Self-Employed and Corporate Retirement Plans

     For self-employed individuals and corporate investors that wish to purchase
shares of the Fund, there is available, through the Fund, a Prototype Plan and
Custody Agreement. The Custody Agreement provides that State Street Bank &
Trust, Kansas City, Missouri, will act as Custodian under the Plan, and will
furnish custodial services for an annual maintenance fee of $12.00 for each
participant, with no other charges. This fee is in addition to the normal
Custodian charges paid by the Fund. The annual contract maintenance fee may be
waived from time to time. For further details, including the right to appoint a
successor Custodian, see the Plan and Custody Agreements as provided by the
Trust. Employers who wish to use shares of the Fund under a custodianship with
another bank or trust company must make individual arrangements with such
institution.

Individual Retirement Accounts

     Investors having earned income are eligible to purchase shares of the Fund
under an IRA pursuant to Section 408 of the Code. An individual who creates an
IRA may contribute annually certain dollar amounts of earned income, and an
additional amount if there is a non-working spouse. Simple IRA plans that
employers may establish on behalf of their employees are also available. Roth
IRA plans that enable employed and self-employed individuals to make
non-deductible contributions, and, under certain circumstances, effect tax-free
withdrawals, are also available. Copies of a model Custodial Account Agreement
are available from the Distributor. State Street Bank and Trust Company, Kansas
City, Missouri, will act as the Custodian under this model Agreement, for which
it will charge the investor an annual fee of $12.00 for maintaining the Account
(such fee is in addition to the normal custodial charges paid by the Fund). Full
details on the IRA are contained in an IRS required disclosure statement, and
the Custodian will not open an IRA until seven (7) days after the investor has
received such statement from the Trust. An IRA using shares of the Fund may also
be used by employers who have adopted a Simplified Employee Pension Plan.

     Purchases of Fund shares by Section 403(b) and other retirement plans are
also available. Section 403(b) plans are generally arrangements by a public
school organization or a charitable, educational, or scientific organization
which employees are permitted to take advantage of the federal income tax
deferral benefits provided for in Section 403(b) of the Code. It is advisable
for an investor considering the funding of any retirement plan to consult with
an attorney or to obtain advice from a competent retirement plan consultant.

Telephone Redemption and Exchange Privileges

     As discussed in the Prospectuses, the telephone redemption and exchange
privileges are available for all shareholder accounts; however, retirement
accounts may not utilize the telephone redemption privilege. The telephone
privileges may be modified or terminated at any time. The privileges are subject
to the conditions and provisions set forth below and in the Prospectus.

     Telephone redemption and/or exchange instructions received in good order
before the pricing of the Fund on any day on which the NYSE is open for business
(a "Business Day"), but not later than Market Close, will be processed at that
day's closing NAV. For each exchange, the shareholder's account may be charged
an

                                       89



exchange fee. There is no fee for telephone redemptions; however, redemptions of
Class A, Class B and Class C shares may be subject to a contingent deferred
sales charge (See "Shareholder Guide" in the Prospectus).

     Telephone redemptions and/or exchange instructions should be made by
dialing 1-800-992-0180 and selecting option 3.

     The Fund will not permit exchanges in violation of any of the terms and
conditions set forth in the Fund's Prospectuses or herein.

     Telephone redemption requests must meet the following conditions to be
     accepted by the Fund:

     (a)  Proceeds of the redemption may be directly deposited into a
          predetermined bank account, or mailed to the current address on
          record. This address cannot reflect any change within the previous
          thirty (30) days.

     (b)  Certain account information will need to be provided for verification
          purposes before the redemption will be executed.

     (c)  Only one telephone redemption (where proceeds are being mailed to the
          address of record) can be processed within a thirty (30) day period.

     (d)  The maximum amount which can be liquidated and sent to the address of
          record at any one time is $100,000.

     (e)  The minimum amount which can be liquidated and sent to a predetermined
          bank account is $5,000.

     (f)  If the exchange involves the establishment of a new account, the
          dollar amount being exchanged must at least equal the minimum
          investment requirement of the ING Fund being acquired.

     (g)  Any new account established through the exchange privilege will have
          the same account information and options except as stated in the
          Prospectuses.

     (h)  Certificated shares cannot be redeemed or exchanged by telephone but
          must be forwarded to ING Funds at P.O. Box 219368, Kansas City, MO
          64141 and deposited into your account before any transaction may be
          processed.

     (i)  If a portion of the shares to be exchanged are held in escrow in
          connection with a Letter of Intent, the smallest number of full shares
          of the ING Fund to be purchased on the exchange having the same
          aggregate NAV as the shares being exchanged shall be substituted in
          the escrow account. Shares held in escrow may not be redeemed until
          the Letter of Intent has expired and/or the appropriate adjustments
          have been made to the account.

     (j)  Shares may not be exchanged and/or redeemed unless an exchange and/or
          redemption privilege is offered pursuant to the Fund's then-current
          prospectuses.

     (k)  Proceeds of a redemption may be delayed up to fifteen (15) days or
          longer until the check used to purchase the shares being redeemed has
          been paid by the bank upon which it was drawn.

                                       90



Systematic Withdrawal Plan - Class A, Class B, Class C, and Class I shares only

     The Fund has established a Systematic Withdrawal Plan ("Plan") to allow you
to make periodic withdrawals from your account in any fixed amount in excess of
$100 ($1,000 in the case of Class I shares) to yourself, or to anyone else you
properly designate, as long as the account has a current value of at least
$10,000 ($250,000 in the case of Class I shares). To establish a systematic cash
withdrawal, complete the "Systematic Withdrawal Plan" section of the Account
Application. To have funds deposited to your bank account, follow the
instructions on the Account Application. You may elect to have monthly,
quarterly, semi-annual or annual payments. Redemptions are normally processed on
the fifth day prior to the end of the month, quarter or year. Checks are then
mailed or proceeds are forwarded to your bank account on or about the first of
the following month. You may change the amount, frequency and payee, or
terminate the plan by giving written notice to the Transfer Agent. The Plan may
be modified at any time by the Fund or terminated upon written notice by the
Fund.

     During the withdrawal period, you may purchase additional shares for
deposit to your account, subject to any applicable sales charge, if the
additional purchases are equal to at least one year's scheduled withdrawals, or
$1,200 ($12,000 in the case of Class I shares), whichever is greater. There are
no separate charges to you under this Plan, although a CDSC may apply if you
purchased Class A, Class B or Class C shares. Shareholders who elect to have a
systematic cash withdrawal must have all dividends and capital gains reinvested.
As shares of the Fund are redeemed under the Plan, you may realize a capital
gain or loss for income tax purposes.

                                  DISTRIBUTIONS

     As noted in the Prospectuses, shareholders have the privilege of
reinvesting both income dividends and capital gains distributions, if any, in
additional shares of a respective class of the Fund at the then current NAV,
with no sales charge. The Fund's management believes that most investors desire
to take advantage of this privilege. It has therefore made arrangements with its
Transfer Agent to have all income dividends and capital gains distributions that
are declared by the Fund automatically reinvested for the account of each
shareholder. A shareholder may elect at any time by writing to the Fund or the
Transfer Agent to have subsequent dividends and/or distributions paid in cash.
In the absence of such an election, each purchase of shares of a class of the
Fund is made upon the condition and understanding that the Transfer Agent is
automatically appointed the shareholder's agent to receive his dividends and
distributions upon all shares registered in his name and to reinvest them in
full and fractional shares of the respective class of the Fund at the applicable
NAV in effect at the close of business on the reinvestment date. A shareholder
may still at any time after a purchase of Fund shares request that dividends
and/or capital gains distributions be paid to him in cash.

                               TAX CONSIDERATIONS

     The following discussion summarizes certain U.S. federal tax considerations
generally affecting the Fund and its shareholders. This discussion does not
provide a detailed explanation of all tax consequences, and shareholders are
advised to consult their own tax advisers with respect to the particular
federal, state, local and foreign tax consequences to them of an investment in
the ING Funds. This discussion is based on the Code, Treasury Regulations issued
thereunder, and judicial and administrative authorities as in effect on the date
of this SAI, all of which are subject to change, which change may be
retroactive.

     The Fund intends to qualify as a regulated investment company ("RIC") under
the Code. To so qualify and to be taxed as a RIC, the Fund must, among other
things: (a) derive at least 90% of its gross income each taxable year from
dividends, interest, payments with respect to securities loans, gains from the
sale or other disposition of stock or securities and gains from the sale or
other disposition of foreign currencies, net income derived from an interest in
a qualified publicly traded partnership, or other income (including gains from
options, futures contracts and forward contracts) derived with respect to the
Fund's business of investing in stocks, securities or currencies; (b) diversify
its holdings so that, at the end of each quarter of the taxable

                                       91



year, (i) at least 50% of the value of the Fund's total assets is represented by
cash and cash items, U.S. government securities, securities of other regulated
investment companies, and other securities, with such other securities limited
in respect of any one issuer to an amount not greater in value than 5% of the
Fund's total assets and to not more than 10% of the outstanding voting
securities of such issuer, and (ii) not more than 25% of the value of the Fund's
total assets is invested in the securities (other than U.S. government
securities or securities of other regulated investment companies) of any one
issuer, of any two or more issuers that the Fund controls and that are
determined to be engaged in the same business or similar or related businesses
or of one or more qualified publicly traded partnerships; and (c) distribute at
least 90% of its investment company taxable income (which includes, among other
items, dividends, interest and net short-term capital gains in excess of net
long-term capital losses) each taxable year.

     The U.S. Treasury Department is authorized to issue regulations providing
that foreign currency gains that are not directly related to the Fund's
principal business of investing in stock or securities (or options and futures
with respect to stock or securities) will be excluded from the income which
qualifies for purposes of the 90% gross income requirement described above. To
date, however, no such regulations have been issued.

     As a RIC, the Fund generally will be relieved of liability for U.S. federal
income tax on that portion of its investment company taxable income and net
realized capital gains which it distributes to its shareholders. Amounts not
distributed on a timely basis in accordance with a calendar year distribution
requirement also are subject to a nondeductible 4% excise tax. To prevent
application of the excise tax, the Fund currently intends to make distributions
in accordance with the calendar year distribution requirement.

     If, in any taxable year, the Fund fails to qualify as a RIC under the Code
or fails to meet the distribution requirement, it would be taxed in the same
manner as an ordinary corporation and distributions to its shareholders would
not be deductible by the Fund in computing its taxable income. In addition, the
Fund's distributions, to the extent derived from its current or accumulated
earnings and profits, would consititute dividends (which may be eligible for the
corporate dividends-received deduction) which are taxable to shareholders as
ordinary income, even though those distributions might otherwise (at least in
part) have been treated in the shareholders' hands as long-term capital gains.
If the Fund fails to qualify as a RIC in any year, it must pay out its earnings
and profits accumulated in that year in order to qualify again as a RIC.
Moreover, if the Fund failed to qualify as a RIC for a period greater than one
taxable year, the Fund may be required to recognize any net built in gains with
respect to certain of its assets (the excess of the aggregate gains, including
items of income, over aggregate losses that would have been realized if the Fund
had been liquidated) in order to qualify as a RIC in a subsequent year.

Distributions

     Dividends of investment company taxable income (including net short-term
capital gains) are taxable to shareholders as ordinary income, whether paid in
cash or invested in Fund shares. Distributions of investment company taxable
income may be eligible for the corporate dividends-received deduction to the
extent attributable to the Fund's dividend income from U.S. corporations, and if
other applicable requirements are met. However, the alternative minimum tax
applicable to corporations may reduce the benefit of the dividends-received
deduction. Distributions of net capital gains (the excess of net long-term
capital gains over net short-term capital losses) designated by the Fund as
capital gain dividends are not eligible for the dividends-received deduction and
will generally be taxable to shareholders as long-term capital gains, regardless
of the length of time the Fund's shares have been held by a shareholder. Net
capital gains from assets held for one year or less will be taxed as ordinary
income. Generally, dividends and distributions are taxable to shareholders,
whether received in cash or reinvested in shares of the Fund. Any distributions
that are not from a Fund's investment company taxable income or net capital gain
may be characterized as a return of capital to shareholders or, in some cases,
as capital gain. Shareholders will be notified annually as to the federal tax
status of dividends and distributions they receive and any tax withheld thereon.

                                       92




     Current tax law generally provides for a maximum tax rate for individual
taxpayers of 15% on long-term capital gains from sales and on certain qualifying
dividends on corporate stock. The rate reductions do not apply to corporate
taxpayers. The Fund will be able to separately designate distributions of any
qualifying long-term capital gains or qualifying dividends derived by the Fund
from an Underlying Fund that would be eligible for the lower maximum rate. A
shareholder and the Fund would also have to satisfy a sixty (60) day holding
period with respect to any distributions of qualifying dividends in order to
obtain the benefit of the lower rate. Distributions of earnings from an
Underlying Fund to the Fund of 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. Note that distributions of
earnings from dividends paid by "qualified foreign corporations" to an
Underlying Fund which is thereafter distributed to the Fund can also qualify for
the lower tax rates on qualifying dividends. Qualified foreign corporations are
corporations incorporated in a U.S. possession, corporations whose stock is
readily tradable on an established securities market in the United States, and
corporations eligible for the benefits of a comprehensive income tax treaty with
the United States which satisfy certain other requirements. Passive foreign
investment companies are not treated as "qualified foreign corporations". The
lower rates on long-term capital gains and qualifying dividends are currently
scheduled to apply through 2010. In the absence of further Congressional action
after 2010, the maximum rate on long-term capital gains for individual taxpayers
would increase to 20%, and income from dividends would be taxed at the rates
applicable to ordinary income.

     Dividends, including capital gain dividends, declared in October, November,
or December with a record date in such month and paid during the following
January will be treated as having been paid by the Fund and received by
shareholders on December 31 of the calendar year in which declared, rather than
the calendar year in which the dividends are actually received.

     Distributions by the Fund reduce the NAV of the Fund shares. Should a
distribution reduce the NAV below a shareholder's cost basis, the distribution
nevertheless may be taxable to the shareholder as ordinary income or capital
gain as described above, even though, from an investment standpoint, it may
constitute a partial return of capital. In particular, investors should be
careful to consider the tax implication of buying shares just prior to a
distribution by the Fund. The price of shares purchased at that time includes
the amount of the forthcoming distribution, but the distribution will generally
be taxable to them.

     The Fund will not be able to offset gains distributed by one Underlying
Fund in which it invests against losses in another Underlying Fund in which such
Fund invests. Redemptions of shares in an Underlying Fund, including those
resulting from changes in the allocation among Underlying Funds, could also
cause additional distributable gains to shareholders of the Fund. A portion of
any such gains may be short-term captial gains that would be distributable as
ordinary income to shareholders of the Fund. Further, a portion of losses on
redemptions of shares in the Underlying Funds may be deferred under the wash
sale rules. As a result of these factors, the use of the fund-of-funds structure
by the Fund could therefore affect the amount, timing and character of
distributions to shareholders. The Fund will also not be able to pass through
from the Underlying Funds any potential benefit from the foreign tax credit or
income from certain federal obligations (that may be exempt from state tax).

Sale or Other Disposition of Shares

     Upon the redemption, sale or exchange of his/her shares, a shareholder
generally will realize a taxable gain or loss depending upon his/her basis in
the shares. Such gain or loss will be treated as capital gain or loss if the
shares are capital assets in the shareholder's hands, which generally may be
eligible for reduced federal tax rates (for shareholders who are individuals),
depending on the shareholder's holding period for the shares. Any loss realized
on a redemption, sale or exchange will be disallowed to the extent that the
shares disposed of are replaced (including replacement through the reinvesting
of dividends and capital gain distributions in the Fund) within a period of
sixty-one (61) days beginning thirty (30) days before and ending thirty (30)
days after the disposition of the shares. In such a case, the basis of the
shares acquired will be adjusted to reflect the disallowed loss. Any loss
realized by a shareholder on the sale of the Fund's shares held by the
shareholder

                                       93



for six months or less will be treated for federal income tax purposes as a
long-term capital loss to the extent of any distributions of capital gain
dividends received by the shareholder with respect to such shares.

     In some cases, shareholders will not be permitted to take sales charges
into account for purposes of determining the amount of gain or loss realized on
the disposition of their shares. This prohibition generally applies where (1)
the shareholder incurs a sales charge in acquiring the stock of a regulated
investment company, (2) the stock is disposed of before the ninety-first day
after the date on which it was acquired, and (3) the shareholder subsequently
acquires shares of the same or another regulated investment company and the
otherwise applicable sales charge is reduced or eliminated under a "reinvestment
right" received upon the initial purchase of shares of stock. In that case, the
gain or loss recognized will be determined by excluding from the tax basis of
the shares exchanged all or a portion of the sales charge incurred in acquiring
those shares. This exclusion applies to the extent that the otherwise applicable
sales charge with respect to the newly acquired shares is reduced as a result of
having incurred a sales charge initially. Sales charges affected by this rule
are treated as if they were incurred with respect to the stock acquired under
the reinvestment right. This provision may be applied to successive acquisitions
of stock.

Original Issue Discount and Market Discount

     Certain debt securities acquired by the Fund may be treated as debt
securities that were originally issued at a discount. Original issue discount
can generally be defined as the difference between the price at which a security
was issued and its stated redemption price at maturity. Although no cash income
is actually received by the Fund, original issue discount that accrues on a debt
security in a given year generally is treated for federal income tax purposes as
interest and, therefore, such income would be subject to the distribution
requirements of the Code.

     If the Fund purchases a debt security at a price lower than the stated
redemption price of such debt security, the excess of the stated redemption
price over the purchase price is "market discount". If the amount of market
discount is more than a de minimis amount, a portion of such market discount
must be included as ordinary income (not capital gain) by the Fund in each
taxable year in which the Fund owns an interest in such debt security and
receives a principal payment on it. In particular, the Fund will be required to
allocate that principal payment first to the portion of the market discount on
the debt security that has accrued but has not previously been included in
income. In general, the amount of market discount that must be included for each
period is equal to the lesser of (i) the amount of market discount accruing
during such period (plus any accrued market discount for prior periods not
previously taken into account) or (ii) the amount of the principal payment with
respect to such period. Generally, market discount accrues on a daily basis for
each day the debt security is held by the Fund at a constant rate over the time
remaining to the debt security's maturity or, at the election of the Fund, at a
constant yield to maturity which takes into account the semi-annual compounding
of interest. Gain realized on the disposition of a market discount obligation
must be recognized as ordinary interest income (not capital gain) to the extent
of the "accrued market discount."

Foreign Currency Transactions

      Under the Code, gains or losses attributable to fluctuations in foreign
currency exchange rates which occur between the time the Fund accrues income or
other receivable or accrues expenses or other liabilities denominated in a
foreign currency and the time the Fund actually collects such receivable or pays
such liabilities generally are treated as ordinary income or ordinary loss.
Similarly, on disposition of debt securities denominated in a foreign currency
and on disposition of certain financial contracts and options, gains or losses
attributable to fluctuations in the value of foreign currency between the date
of acquisition of the security or contract and the date of disposition also are
treated as ordinary gain or loss. These gains and losses, referred to under the
Code as "section 988" gains and losses, may increase or decrease the amount of
the Fund's net investment income to be distributed to its shareholders as
ordinary income.

                                       94



Passive Foreign Investment Companies

     The Fund may invest in stocks of foreign companies that are classified
under the Code as passive foreign investment companies ("PFICs"). In general, a
foreign company is classified as a PFIC if at least one-half of its assets
constitute investment-type assets or 75% or more of its gross income is
investment-type income. In general, under the PFIC rules, an "excess
distribution" received with respect to PFIC stock is treated as having been
realized ratably over the period during which the Fund held the PFIC stock. The
Fund itself will be subject to tax on the portion, if any, of the excess
distribution that is allocated to that Fund's holding period in prior taxable
years (and an interest factor will be added to the tax, as if the tax had
actually been payable in such prior taxable years) even though the Fund
distributes the corresponding income to shareholders. Excess distributions
include any gain from the sale of PFIC stock as well as certain distributions
from a PFIC. All excess distributions are taxable as ordinary income.

     The Fund may be able to elect alternative tax treatment with respect to
PFIC stock. Under an election that currently may be available, the Fund
generally would be required to include in its gross income its share of the
earnings of a PFIC on a current basis, regardless of whether any distributions
are received from the PFIC. If this election is made, the special rules,
discussed above, relating to the taxation of excess distributions, would not
apply. Alternatively, another election may be available that involves marking to
market the Fund's PFIC stock at the end of each taxable year with the result
that unrealized gains are treated as though they were realized and are reported
as ordinary income; any mark-to-market losses, as well as loss from an actual
disposition of PFIC stock, are reported as ordinary loss to the extent of any
net mark-to-market gains included in income in prior years.

     Because the application of the PFIC rules may affect, among other things,
the character of gains, the amount of gain or loss and the timing of the
recognition of income with respect to PFIC stock, as well as subject the Fund
itself to tax on certain income from PFIC stock, the amount that must be
distributed to shareholders, and which will be taxed to shareholders as ordinary
income or long-term capital gain, may be increased or decreased substantially as
compared to a fund that did not invest in PFIC stock. Note that distributions
from a PFIC are not eligible for the reduced rate of tax on "qualifying
dividends." In addition, the Fund will be subject to federal income tax on a
portion of any "excess distribution" received on any gain on a disposition of
the shares of an Underlying Fund, plus interest thereon, even if the Fund
distributes the PFIC income to shareholders.

Options and Hedging Transactions

     The taxation of equity options (including options on narrow-based stock
indices) and over-the-counter options on debt securities is governed by Code
Section 1234. Pursuant to Code Section 1234, with respect to a put or call
option that is purchased by the Fund, if the option is sold, any resulting gain
or loss will be a capital gain or loss, and will be short-term or long term,
depending upon the holding period of the option. If the option expires, the
resulting loss is a capital loss and is short-term or long-term, depending upon
the holding period of the option. If the option is exercised, the cost of the
option, in the case of a call option, is added to the basis of the purchased
security and, in the case of a put option, reduces the amount realized on the
underlying security in determining gain or loss.

     Certain options and financial contracts in which the Fund may invest are
"section 1256 contracts." Gains or losses on section 1256 contracts generally
are considered 60% long-term and 40% short-term capital gains or losses
("60/40"); however, foreign currency gains or losses (as discussed below)
arising from certain section 1256 contracts may be treated as ordinary income or
loss. Also, section 1256 contracts held by the Fund at the end of each taxable
year (and on certain other dates as prescribed under the Code) are
"marked-to-market" with the result that unrealized gains or losses are treated
as though they were realized.

     Generally, the hedging transactions undertaken by the Fund may result in
"straddles" for U.S. federal income tax purposes. The straddle rules may affect
the character of gains (or losses) realized by the Fund. In addition, losses
realized by the Fund on positions that are part of the straddle may be deferred
under the

                                       95



straddle rules, rather than being taken into account in calculating the taxable
income for the taxable year in which the losses are realized. Furthermore,
certain carrying charges (including interest expense) associated with positions
in a straddle may be required to be capitalized rather than deducted currently.
Because only a few regulations implementing the straddle rules have been
promulgated, the tax consequences to the Fund of hedging transactions are not
entirely clear. The hedging transactions may increase the amount of short-term
capital gain realized by the Fund which is taxed as ordinary income when
distributed to shareholders.

     The Fund may make one or more of the elections available under the Code
which are applicable to straddles. If the Fund makes any of the elections, the
amount, character, and timing of the recognition of gains or losses from the
affected straddle positions will be determined under rules that vary according
to the election(s) made. The rules applicable under certain of the elections may
operate to accelerate the recognition of gains or losses from the affected
straddle positions.

     Because application of the straddle rules may affect the character of gains
or losses, defer losses and/or accelerate the recognition of gains or losses
from the affected straddle positions, the amount which must be distributed to
shareholders and which will be taxed to shareholders as ordinary income or
long-term capital gain may be increased or decreased as compared to a fund that
did not engage in such hedging transactions.

     Notwithstanding any of the foregoing, the Fund may recognize gain (but not
loss) from a constructive sale of certain "appreciated financial position" it
holds if it enters into a short sale, notional principal contract, futures or
forward contract transaction with respect to the appreciated position or
substantially identical property. In that event, the Fund would be treated as if
it had sold and immediately repurchased the property and would be taxed on any
gain (but not loss) from the constructive sale. The character of gain from a
constructive sale would depend upon the Fund's holding period in the property.
Loss from a constructive sale would be recognized when the property was
subsequently disposed of, and its character would depend on the Fund's holding
period and the application of various loss deferral provisions of the Code.
Constructive sale treatment does not apply to transactions if such transaction
is closed before the end of the 30th day after the close of the Fund's taxable
year and the Fund holds the appreciated financial position throughout the sixty
(60) day period beginning with the day such transaction was closed.

     Under the recently enacted tax law, certain hedging activities may cause a
dividend that would otherwise be subject to the lower tax rate applicable to
"qualifying dividend" would instead be taxed at the rate of tax applicable to
ordinary income.

     Requirements relating to the Fund's tax status as a regulated investment
company may limit the extent to which the Fund will be able to engage in
transactions in options and foreign currency forward contracts.

Short Sales Against the Box

     If the Fund sells short "against the box," unless certain constructive sale
rules (discussed above) apply, it may realize a capital gain or loss upon the
closing of the sale. Such gain or loss generally will be long- or short-term
depending upon the length of time the Fund held the security which it sold
short. In some circumstances, short sales may have the effect of reducing an
otherwise applicable holding period of a security in the portfolio. The
constructive sale rule, however, alters this treatment by treating certain short
sales against the box and other transactions as a constructive sale of the
underlying security held by the Fund, thereby requiring current recognition of
gain, as described more fully under "Options and Hedging Transactions" above.
Similarly, if the Fund enters into a short sale of property that becomes
substantially worthless, the Fund will recognize gain at that time as though it
had closed the short sale. Future Treasury regulations may apply similar
treatment to other transactions with respect to property that becomes
substantially worthless.

Other Investment Companies

     It is possible that by investing in other investment companies, the Fund
may not be able to meet the calendar year distribution requirement and may be
subject to federal income and excise tax. The

                                       96



diversification and distribution requirements applicable to the Fund may limit
the extent to which each Fund will be able to invest in other investment
companies. When the Fund invests in other investment companies, shareholders of
the Fund bear their proportionate share of the underlying investment company's
fees and expenses.

Backup Withholding

     The Fund generally will be required to withhold federal income tax equal to
the fourth lowest tax rate applicable to unmarried individuals (currently at a
rate of 28%) ("backup withholding") from dividends paid, capital gain
distributions, and redemption proceeds to shareholders if (1) the shareholder
fails to furnish the Fund with the shareholder's correct taxpayer identification
number or social security number and to make such certifications as the Fund may
require, (2) the IRS notifies the shareholder or the Fund that the shareholder
has failed to report properly certain interest and dividend income to the IRS
and to respond to notices to that effect, or (3) when required to do so, the
shareholder fails to certify that he or she is not subject to backup
withholding. Any amounts withheld may be credited against the shareholder's
federal income tax liability.

Foreign Shareholders


     Taxation of a shareholder who, as to the United States, is a nonresident
alien individual, foreign trust or estate, foreign corporation, or foreign
partnership ("foreign shareholder"), depends on whether the income from the Fund
is "effectively connected" with a U.S. trade or business carried on by such
shareholder. If the income from the Fund is not effectively connected with a
U.S. trade or business carried on by a foreign shareholder, ordinary income
dividends (including distributions of any net short-term capital gains) will
generally be subject to U.S. withholding tax at the rate of 30% (or lower treaty
rate) upon the gross amount of the dividend. Note that the 15% rate of tax
applicable to certain dividends (discussed above) does not apply to dividends
paid to foreign shareholders. Such a foreign shareholder would generally be
exempt from U.S. federal income tax on gains realized on the sale of shares of
the Fund, and distributions of net long-term capital gains that are designated
as capital gain dividends. If the income from the Fund is effectively connected
with a U.S. trade or business carried on by a foreign shareholder, then ordinary
income dividends, capital gain dividends and any gains realized upon the sale of
shares of the Fund will be subject to U.S. federal income tax at the rates
applicable to U.S. citizens or domestic corporations.


     The tax consequences to a foreign shareholder entitled to claim the
benefits of an applicable tax treaty may be different from those described
herein. Foreign shareholders are urged to consult their own tax advisers with
respect to the particular tax consequences to them of an investment in the Fund,
including the applicability of foreign taxes.

Other Taxes

     Distributions also may be subject to state, local and foreign taxes. U.S.
tax rules applicable to foreign investors may differ significantly from those
outlined above. This discussion does not purport to deal with all of the tax
consequences applicable to shareholders. Shareholders are advised to consult
their own tax advisers for details with respect to the particular tax
consequences to them of an investment in the Fund.

Exchanges


     The following conditions must be met for all exchanges among the Fund and
other ING Funds: (i) the shares that will be acquired in the exchange (the
"Acquired Shares") are available for sale in the shareholder's


                                       97



state of residence; (ii) the Acquired Shares will be registered to the same
shareholder account as the shares to be surrendered (the "Exchanged Shares");
(iii) the Exchanged Shares must have been held in the shareholder's account for
at least 30 days prior to the exchange; (iv) except for exchanges into Classic
Money Market Fund, the account value of the Fund whose shares are to be acquired
must equal or exceed the minimum initial investment amount required by that Fund
after the exchange is implemented; and (v) a properly executed exchange request
has been received by the Transfer Agent.

     The Fund reserves the right to delay the actual purchase of the Acquired
Shares for up to five business days if it determines that it would be
disadvantaged by an immediate transfer of proceeds from the redemption of
Exchanged Shares. Normally, however, the redemption of Exchanged Shares and the
purchase of Acquired Shares will take place on the day that the exchange request
is received in proper form. Each Fund reserves the right to terminate or modify
its exchange privileges at any time upon prominent notice to shareholders. Such
notice will be given at least 60 days in advance. It is the policy of ING to
discourage and prevent frequent trading by shareholders among the Funds in
response to market fluctuations. Accordingly, in order to maintain a stable
asset base in each Fund and to reduce administrative expenses borne by the Fund,
ING reserves the right to reject any exchange request.

     If you exchange into ING Senior Income Fund, your ability to sell or
liquidate your investment will be limited. ING Senior Income Fund is a
closed-end interval fund and does not redeem its shares on a daily basis, and it
is not expected that a secondary market for the fund's shares will develop, so
you will not be able to sell them through a broker or other investment
professional. To provide a measure of liquidity, the fund will normally make
monthly repurchase offers of not less than 5% of its outstanding common shares.
If more than 5% of the fund's common shares are tendered, you may not be able to
completely liquidate your holdings in any one month. You also would not have
liquidity between these monthly repurchase dates. Investors exercising the
exchange privilege should carefully review the prospectus of that fund.
Investors may obtain a copy of the ING Senior Income Fund prospectus or any
other ING Fund prospectus by calling (800) 992-0180.

     You are not required to pay an applicable CDSC upon an exchange from any
ING Fund into the ING Senior Income Fund. However, if you exchange into the ING
Senior Income Fund and subsequently offer your common shares for repurchase by
that fund, the CDSC will apply from the original ING Fund from which you
exchanged. The time period for application of the CDSC will be calculated based
on the first date you acquired your shares in the original ING Fund.

                         CALCULATION OF PERFORMANCE DATA

Average Annual Total Return Information

     The Fund may, from time to time, include "total return" in advertisements
or reports to shareholders or prospective investors.

     Quotations of average annual total return will be expressed in terms of the
average annual compounded rate of return of a hypothetical investment in the
Fund over periods of one- (1), five- (5) and ten- (10) years (up to the life of
the Fund), calculated pursuant to the following formula which is prescribed by
the SEC:

                                       98



                                P(1 + T)/n/ = ERV

Where:

   P = a hypothetical initial payment of $1,000,
   T = the average annual total return,
   n = the number of years, and
 ERV = the ending redeemable value of a hypothetical  $1,000 payment made at
       the beginning of the period.

     All total return figures assume that all dividends are reinvested when
paid.

     From time to time, the Fund may advertise its average annual total return
over various periods of time. These total return figures show the average
percentage change in value of an investment in the Fund from the beginning date
of the measuring period. These figures reflect changes in the price of the
Fund's shares and assume that any income dividends and/or capital gains
distributions made by the Fund during the period were reinvested in shares of
the Fund. Figures will be given for one- (1), five- (5) and ten- (10) year
periods (if applicable) and may be given for other periods as well (such as from
commencement of the Fund's operations, or on a year-by-year basis).

Average Annual Total Return (After Taxes On Distributions) Quotation

     The Fund may, from time to time, include "total return after taxes on
distributions" in advertisements or reports to shareholders or prospective
investors. Quotations of average annual total return after taxes on
distributions will be expressed in terms of the average annual compounded rate
of return of a hypothetical investment in the Fund over periods of one- (1),
five- (5) and ten- (10) years (up to the life of the Fund), calculated pursuant
to the following formula which is prescribed by the SEC:

                             P(1 + T)/n/ = ATV//D//

Where:

   P =     a hypothetical initial payment of $1,000,
   T =     the average annual total return (after taxes on distributions),
   n =     the number of years, and
ATV//D// = ending value of a hypothetical $1,000 payment made at the beginning
           of the one- (1), five-(5), or ten- (10) year periods (or fractional
           portion), after taxes on fund distributions but not after taxes on
           redemptions.

     All total return figures assume that all dividends are reinvested when
paid. Taxes are calculated using the highest individual marginal federal income
tax rates in effect on the reinvestment date. The rates used correspond to the
character of each component of the distributions (e.g., ordinary income rate for
ordinary income distributions, short-term capital gain rate for short-term
capital gain distributions, and long-term capital gain rate for long-term
capital gain distributions). The calculations do not consider any potential tax
liabilities other than federal tax liability.

     From time to time, the Fund may advertise its average annual total return
over various periods of time. These total return figures show the average
percentage change in value of an investment in the Fund from the beginning date
of the measuring period. These figures reflect changes in the price of the
Fund's shares and assume that any income dividends and/or capital gains
distributions made by the Fund during the period were reinvested in shares of
the Fund. Figures will be given for one- (1), five- (5) and ten- (10) year
periods (if applicable) and may be given for other periods as well (such as from
commencement of the Fund's operations, or on a year-by-year basis).

                                       99



Average Annual Total Return (After Taxes on Distributions and Redemption)
Quotation

     The Fund may, from time to time, include "total return after taxes on
distributions and redemption" in advertisements or reports to shareholders or
prospective investors. Quotations of average annual total return after taxes on
distributions and redemption will be expressed in terms of the average annual
compounded rate of return of a hypothetical investment in the Fund over periods
of one- (1), five- (5) and ten- (10) years (up to the life of the Fund),
calculated pursuant to the following formula which is prescribed by the SEC:

                             P(1 + T)/n/ = ATV//DR//

Where:

   P =      a hypothetical initial payment of $1,000,
   T =      the average annual total return (after taxes on distributions),
   n =      the number of years, and
ATV//DR// = ending value of a hypothetical $1,000 payment made at the beginning
            of the one- (1), five-(5), or ten- (10) year periods periods (or
            fractional portion), after taxes on fund distributions and
            redemption.

     All total return figures assume that all dividends are reinvested when
paid. Taxes are calculated using the highest individual marginal federal income
tax rates in effect on the reinvestment date. The rates used correspond to the
character of each component of the distributions (e.g., ordinary income rate for
ordinary income distributions, short-term capital gain rate for short-term
capital gain distributions, and long-term capital gain rate for long-term
capital gain distributions). The ending value is determined by subtracting
capital gain taxes resulting from the redemption and adding the tax benefit from
capital losses resulting from the redemption. The calculations do not consider
any potential tax liabilities other than federal tax liability.

     From time to time, the Fund may advertise its average annual total return
over various periods of time. These total return figures show the average
percentage change in value of an investment in the Fund from the beginning date
of the measuring period. These figures reflect changes in the price of the
Fund's shares and assume that any income dividends and/or capital gains
distributions made by the Fund during the period were reinvested in shares of
the Fund. Figures will be given for one- (1), five-(5), or ten- (10) year
periods (if applicable) and may be given for other periods as well (such as from
commencement of the Fund's operations, or on a year-by-year basis).

     Quotations of yield for the Fund will be based on all investment income per
share earned during a particular thrity-day (30) period (including dividends and
interest), less expenses accrued during the period ("net investment income") and
are computed by dividing net investment income by the maximum offering price per
share on the last day of the period, according to the following formula:

                         Yield= 2[(a-b/cd + 1 )/6/ - 1]

where

   a = dividends and interest earned during the period,
   b = expenses accrued for the period (net of reimbursements),
   c = the average  daily number of shares  outstanding  during the period that
       were entitled to receive dividends, and
   d = the maximum offering price per share on the last day of the period.

     Under this formula, interest earned on debt obligations for purposes of "a"
above, is calculated by (1) computing the yield to maturity of each obligation
held by the Fund based on the market value of the

                                       100



obligation (including actual accrued interest) at the close of business on the
last day of each month, or, with respect to obligations purchased during the
month, the purchase price (plus actual accrued interest), (2) dividing that
figure by 360 and multiplying the quotient by the market value of the obligation
(including actual accrued interest as referred to above) to determine the
interest income on the obligation for each day of the subsequent month that the
obligation is in the Fund's portfolio (assuming a month of thirty (30) days) and
(3) computing the total of the interest earned on all debt obligations and all
dividends accrued on all equity securities during the thirty (30)-day or one
month period. In computing dividends accrued, dividend income is recognized by
accruing 1/360 of the stated dividend rate of a security each day that the
security is in the Fund's portfolio. For purposes of "b" above, Rule 12b-1 Plan
expenses are included among the expenses accrued for the period. Any amounts
representing sales charges will not be included among these expenses; however,
the Fund will disclose the maximum sales charge as well as any amount or
specific rate of any nonrecurring account charges. Undeclared earned income,
computed in accordance with generally accepted accounting principles, may be
subtracted from the maximum offering price calculation required pursuant to "d"
above.

     The Fund may also from time to time advertise its yield based on a thirty
(30)-day or ninety (90)-day period ended on a date other than the most recent
balance sheet included in the Fund's Registration Statement, computed in
accordance with the yield formula described above, as adjusted to conform with
the differing period for which the yield computation is based. Any quotation of
performance stated in terms of yield (whether based on a thirty (30)-day or
ninety (90)-day period) will be given no greater prominence than the information
prescribed under SEC rules. In addition, all advertisements containing
performance data of any kind will include a legend disclosing that such
performance data represents past performance and that the investment return and
principal value of an investment will fluctuate so that an investor's shares,
when redeemed, may be worth more or less than their original cost.

     The Fund may also publish a distribution rate in sales literature and in
investor communications preceded or accompanied by a copy of the current
Prospectuses. The current distribution rate for the Fund is the annualization of
the Fund's distribution per share divided by the maximum offering price per
share of the Fund at the respective month-end. The current distribution rate may
differ from current yield because the distribution rate may contain items of
capital gain and other items of income, while yield reflects only earned net
investment income. In each case, the yield, distribution rates and total return
figures will reflect all recurring charges against Fund income and will assume
the payment of the maximum sales load, including any applicable contingent
deferred sales charge.

Additional Performance Quotations

     Advertisements of total return will always show a calculation that includes
the effect of the maximum sales charge but may also show total return without
giving effect to that charge. Because these additional quotations will not
reflect the maximum sales charge payable, these performance quotations will be
higher than the performance quotations that reflect the maximum sales charge.

     Total returns and yields are based on past results and are not necessarily
a prediction of future performance.

                             PERFORMANCE COMPARISONS

     In reports or other communications to shareholders or in advertising
material, the Fund may compare the performance of its Class A, Class B, Class C,
Class I, and Class R shares with that of other mutual funds as listed in the
rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., CDA
Technologies, Inc., Value Line, Inc. or similar independent services that
monitor the performance of mutual funds or with other appropriate indexes of
investment securities. In addition, certain indexes may be used to illustrate
historic performance of select asset classes. The performance information may
also include evaluations of the Funds published by nationally recognized ranking
services and by financial publications that are nationally recognized, such as
Business Week, Forbes, Fortune, Institutional Investor, Money and The Wall
Street Journal. If the Fund compares its performance to other funds or to
relevant indexes, the Fund's performance

                                       101



will be stated in the same terms in which such comparative data and indexes are
stated, which is normally total return rather than yield. For these purposes the
performance of the Fund, as well as the performance of such investment companies
or indexes, may not reflect sales charges, which, if reflected, would reduce
performance results.


     The average annual total returns, including sales charges, for each class
of shares of the Fund (except Class W which had not commenced operations as of
October 31, 2007) for the one-, five-, and ten-year periods ended October 31,
2007, if applicable, and for classes that have not been in operation for ten
years, the average annual total return for the period from commencement of
operations to October 31, 2007, is as follows:



                                                    5         10       Since      Inception
                                        1 Year   Year/1/   Year/1/   Inception      Date
                                        ------   -------   -------   ---------   ---------
Diversified International
Class A                                 22.19%      --        --       20.69%    12/21/2005
Class A (after taxes on distribution)   22.10%      --        --       20.64%
Class A (after taxes on distributions
and sale of fund shares)                14.51%      --        --       17.77%
Class B                                 23.68%      --        --       21.88%    12/21/2005
Class C                                 27.63%      --        --       23.66%    12/21/2005
Class I                                 29.69%      --        --       24.72%    12/21/2005
Class R                                    --       --        --       22.33%    12/12/2006


     Reports and promotional literature may also contain the following
information: (i) a description of the gross national or domestic product and
populations, including but not limited to age characteristics, of various
countries and regions in which the Fund may invest, as compiled by various
organizations, and projections of such information; (ii) the performance of
worldwide equity and debt markets; (iii) the capitalization of U.S. and foreign
stock markets prepared or published by the International Finance Corporation,
Morgan Stanley Capital International or a similar financial organization; (iv)
the geographic distribution of the Fund's portfolio; (v) the major industries
located in various jurisdictions; (vi) the number of shareholders in the Fund or
other ING Funds and the dollar amount of the assets under management; (vii)
descriptions of investing methods such as dollar-cost averaging, best day/worst
day scenarios, etc.; (viii) comparisons of the average price to earnings ratio,
price to book ratio, price to cash flow and relative currency valuations of the
Fund and individual stocks in the Fund's portfolio, appropriate indices and
descriptions of such comparisons; (ix) quotes industry specialists; (x) lists or
statistics of certain of the Fund's holdings including, but not limited to,
portfolio composition, sector weightings, portfolio turnover rate, number of
holdings, average market capitalization, and modern portfolio theory statistics;
(xi) NASDAQ symbols for each class of shares of the Fund; and (xii) descriptions
of the benefits of working with investment professionals in selecting
investments.

     In addition, reports and promotional literature may contain information
concerning ING Investments, ING Capital, ING Funds Services, LLC or affiliates
of the Trusts, including: (i) performance rankings of other funds managed by ING
Investments or a Sub-Adviser, or the individuals employed by ING Investments or
a Sub-Adviser who exercise responsibility for the day-to-day management of the
Fund, including rankings of

                                       102



mutual funds published by Lipper Analytical Services, Inc., Morningstar, Inc.,
CDA Technologies, Inc., or other rating services, companies, publications or
other persons who rank mutual funds or other investment products on overall
performance or other criteria; (ii) lists of clients, the number of clients, or
assets under management; (iii) information regarding the acquisition of the ING
Funds by ING Capital; (iv) the past performance of ING Capital and ING Funds;
(v) the past performance of other funds managed by ING Investments; and (vi)
information regarding rights offerings conducted by closed-end funds managed by
ING Investments.

                               GENERAL INFORMATION

Capitalization and Voting Rights

     The authorized capital of the Trust, is an unlimited number of shares of
beneficial interest with a par value of $0.01 each. Holders of shares of the
Fund have one vote for each share held. All shares when issued are fully paid,
non-assessable, and redeemable. Shares have no preemptive rights. All shares
have equal voting, dividend and liquidation rights. Shares have non-cumulative
voting rights, which means that the holders of more than 50% of the shares
voting for the election of Trustees can elect 100% of the Trustees if they
choose to do so, and in such event the holders of the remaining shares voting
for the election of Trustees will not be able to elect any person or persons to
the Board. Generally, there will not be annual meetings of shareholders. There
will normally be no meetings of shareholders for the purpose of electing
Trustees unless and until such time as less than a majority of the Trustees
holding office have been elected by shareholders, at which time the Trustees
then in office will call a shareholders' meeting for the election of Trustees.
Shareholders may, in accordance with the Fund's charter, cause a meeting, of
shareholders to be held for the purpose of voting on the removal of Trustees.
Meetings of the shareholders will be called upon written request of shareholders
holding in the aggregate not less than 10% of the outstanding shares of the
affected Fund or class having voting rights. Except as set forth above and
subject to the 1940 Act, the Trustees will continue to hold office and appoint
successor Trustees.

     The Board may classify or reclassify any unissued shares into shares of any
series by setting or changing in any one or more respects, from time to time,
prior to the issuance of such shares, the preferences, conversion or other
rights, voting powers, restrictions, limitations as to dividends or
qualifications of such shares. Any such classification or reclassification will
comply with the provisions of the 1940 Act. The Board may create additional
series (or classes of series) of shares without shareholder approval. Any series
or class of shares may be terminated by a vote of the shareholders of such
series or class entitled to vote or by the Trustees of the Trust by written
notice to shareholders of such series or class. Shareholders may remove Trustees
from office by votes cast at a meeting of shareholders or by written consent.

Custodian


     The Bank of New York Mellon Corporation (formerly, The Bank of New York),
One Wall Street, New York, New York 10286, serves as custodian for the Fund. The
custodian does not participate in determining the investment policies of the
Fund nor in deciding which securities are purchased or sold by the Fund. The
Fund may, however, invest in obligations of the custodian and may purchase or
sell securities from or to the custodian. For portfolio securities that are
purchaed and held outside the United States, the Bank of New York Mellon
Corporation has entered into sub-custodian arrangements (which are designed to
comply with Rule 17f-5 under the 1940 Act) with certain foreign banks and
clearing agencies.


Transfer Agent

     DST Systems, Inc., P.O. Box 219368, Kansas City, Missouri 64141-9368,
serves as the Transfer Agent and dividend-paying agent to the Fund.

                                       103



Legal Counsel

     Legal matters for the Trust are passed upon by Dechert LLP, 1775 I Street,
N.W., Washington, D.C. 20006.

Independent Registered Public Accounting Firm

     KPMG LLP serves as the independent registered public accounting firm for
the Fund. KPMG LLP provides audit services, tax return preparation and
assistance and consultation in connection with review of SEC filings. KPMG LLP
is located at 99 High Street, Boston, Massachusetts 02110.

Other Information

     The Trust is registered with the SEC as an open-end management investment
company. Such registration does not involve supervision of the management or
policies of the Trust by any governmental agency. The Prospectuses and this SAI
omit certain of the information contained in the Trust's Registration Statement
filed with the SEC and copies of this information may be obtained from the SEC
upon payment of the prescribed fee or examined at the SEC in Washington, D.C.
without charge.

     Investors in the Fund will be kept informed of the Fund's progress through
annual and semi-annual shareholder reports showing portfolio composition,
statistical data and any other significant data, including financial statements
audited by an independent registered public accounting firm.

Reports to Shareholders

     The fiscal year of the Fund ends on October 31 of each year. The Fund will
send financial statements to its shareholders at least semiannually. An annual
shareholder report containing financial statements audited by the independent
registered accounting firm will be sent to shareholders each year.

                              FINANCIAL STATEMENTS


     Copies of the Fund's annual and unaudited semi-annual shareholder reports
may be obtained, without charge by contacting the Fund at 7337 East Doubletree
Ranch Road, Scottsdale, Arizona 85258 or calling (800) 992-0180.


                                       104



               APPENDIX A - PROXY VOTING PROCEDURES AND GUIDELINES

                                       105

Appendix A

ING FUNDS

PROXY VOTING PROCEDURES AND GUIDELINES

Effective Date: July 10, 2003

Revision Date: September 1, 2007

I. INTRODUCTION

The following are the Proxy Voting Procedures and Guidelines (the “Procedures and Guidelines”) of the ING Funds set forth on Exhibit 1 attached hereto and each portfolio or series thereof, except for any “Sub-Adviser-Voted Series” identified on Exhibit 1 and further described in Section III below (each non-Sub-Adviser-Voted Series hereinafter referred to as a “Fund” and collectively, the “Funds”). The purpose of these Procedures and Guidelines is to set forth the process by which each Fund subject to these Procedures and Guidelines will vote proxies related to the equity assets in its investment portfolio (the “portfolio securities”). The Procedures and Guidelines have been approved by the Funds’ Boards of Trustees/Directors¹ (each a “Board” and collectively, the “Boards”), including a majority of the independent Trustees/Directors² of the Board. These Procedures and Guidelines may be amended only by the Board. The Board shall review these Procedures and Guidelines at its discretion, and make any revisions thereto as deemed appropriate by the Board.

II. COMPLIANCE COMMITTEE

The Boards hereby delegate to the Compliance Committee of each Board (each a “Committee” and collectively, the “Committees”) the authority and responsibility to oversee the implementation of these Procedures and Guidelines, and where applicable, to make determinations on behalf of the Board with respect to the voting of proxies on behalf of each Fund. Furthermore, the Boards hereby delegate to each Committee the authority to review and approve material changes to proxy voting procedures of any Fund’s investment adviser (the “Adviser”). The Proxy Voting Procedures of the Adviser (the “Adviser Procedures”) are attached hereto as Exhibit 2. Any determination regarding the voting of proxies of each Fund that is made by a Committee, or any member thereof, as permitted herein, shall be deemed to be a good faith determination regarding the voting of proxies by the full Board. Each Committee may rely on the Adviser through the Agent, Proxy Coordinator and/or Proxy Group (as such terms are defined for purposes of the Adviser Procedures) to deal in the first instance with the application of these Procedures and Guidelines. Each Committee shall conduct itself in accordance with its charter.

III. DELEGATION OF VOTING AUTHORITY

Except as otherwise provided for herein, the Board hereby delegates to the Adviser to each Fund the authority and responsibility to vote all proxies with respect to all portfolio securities of the Fund in accordance

¹ Reference in these Procedures to one or more Funds shall, as applicable, mean those Funds that are under the jurisdiction of the particular Board or Compliance Committee at issue. No provision in these Procedures is intended to impose any duty upon the particular Board or Compliance Committee with respect to any other Fund.

² The independent Trustees/Directors are those Board members who are not “interested persons” of the Funds within the meaning of Section 2(a)(19) of the Investment Company Act of 1940.

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with then current proxy voting procedures and guidelines that have been approved by the Board. The Board may revoke such delegation with respect to any proxy or proposal, and assume the responsibility of voting any Fund proxy or proxies as it deems appropriate. Non-material amendments to the Procedures and Guidelines may be approved for immediate implementation by the President or Chief Financial Officer of a Fund, subject to ratification at the next regularly scheduled meeting of the Compliance Committee.

A Board may elect to delegate the voting of proxies to the Sub-Adviser of a portfolio or series of the ING Funds. In so doing, the Board shall also approve the Sub-Adviser’s proxy policies for implementation on behalf of such portfolio or series (a “Sub-Adviser-Voted Series”). Sub-Adviser-Voted Series shall not be covered under these Procedures and Guidelines but rather shall be covered by such Sub-Adviser’s proxy policies, provided that the Board, including a majority of the independent Trustees/Directors¹, has approved them on behalf of such Sub-Adviser-Voted Series.

When a Fund participates in the lending of its securities and the securities are on loan at record date, proxies related to such securities will not be forwarded to the Adviser by the Fund’s custodian and therefore will not be voted.

Funds that are “funds-of-funds” will “echo” vote their interests in underlying mutual funds, which may include ING Funds (or portfolios or series thereof) other than those set forth on Exhibit 1 attached hereto. This means that, if the fund-of-funds must vote on a proposal with respect to an underlying investment company, the fund-of-funds will vote its interest in that underlying fund in the same proportion all other shareholders in the investment company voted their interests.

A fund that is a “feeder” fund in a master-feeder structure does not echo vote. Rather, it passes votes requested by the underlying master fund to its shareholders. This means that, if the feeder fund is solicited by the master fund, it will request instructions from its own shareholders, either directly or, in the case of an insurance-dedicated Fund, through an insurance product or retirement plan, as to the manner in which to vote its interest in an underlying master fund.

When a Fund is a feeder in a master-feeder structure, proxies for the portfolio securities owned by the master fund will be voted pursuant to the master fund’s proxy voting policies and procedures. As such, and except as otherwise noted herein with respect to vote reporting requirements, feeder Funds shall not be subject to these Procedures and Guidelines.

IV. APPROVAL AND REVIEW OF PROCEDURES

Each Fund’s Adviser has adopted proxy voting procedures in connection with the voting of portfolio securities for the Funds as attached hereto in Exhibit 2. The Board hereby approves such procedures. All material changes to the Adviser Procedures must be approved by the Board or the Compliance Committee prior to implementation; however, the President or Chief Financial Officer of a Fund may make such non-material changes as they deem appropriate, subject to ratification by the Board or the Compliance Committee at its next regularly scheduled meeting.

V. VOTING PROCEDURES AND GUIDELINES

The Guidelines that are set forth in Exhibit 3 hereto specify the manner in which the Funds generally will vote with respect to the proposals discussed therein.

¹ The independent Trustees/Directors are those Board members who are not “interested persons” of the Funds within the meaning of Section 2(a)(19) of the Investment Company Act of 1940.

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Unless otherwise noted, the defined terms used hereafter shall have the same meaning as defined in the Adviser Procedures

A. Routine Matters

The Agent shall be instructed to submit a vote in accordance with the Guidelines where such Guidelines provide a clear “For,” “Against,” “Withhold” or “Abstain” on a proposal. However, the Agent shall be directed to refer any proxy proposal to the Proxy Coordinator for instructions as if it were a matter requiring case-by-case consideration under circumstances where the application of the Guidelines is unclear, it appears to involve unusual or controversial issues, or an Investment Professional (as such term is defined for purposes of the Adviser Procedures) recommends a vote contrary to the Guidelines.

B. Matters Requiring Case-by-Case Consideration

The Agent shall be directed to refer proxy proposals accompanied by its written analysis and voting recommendation to the Proxy Coordinator where the Guidelines have noted “case-by-case” consideration.

Upon receipt of a referral from the Agent, the Proxy Coordinator may solicit additional research from the Agent, Investment Professional(s), as well as from any other source or service.

Except in cases in which the Proxy Group has previously provided the Proxy Coordinator with standing instructions to vote in accordance with the Agent’s recommendation, the Proxy Coordinator will forward the Agent’s analysis and recommendation and/or any research obtained from the Investment Professional(s), the Agent or any other source to the Proxy Group. The Proxy Group may consult with the Agent and/or Investment Professional(s), as it deems necessary.

The Proxy Coordinator shall use best efforts to convene the Proxy Group with respect to all matters requiring its consideration. In the event quorum requirements cannot be timely met in connection with a voting deadline, it shall be the policy of the Funds to vote in accordance with the Agent’s recommendation, unless the Agent’s recommendation is deemed to be conflicted as provided for under the Adviser Procedures, in which case no action shall be taken on such matter (i.e., a “Non-Vote”).

1. Within-Guidelines Votes: Votes in Accordance with a Fund’s Guidelines and/or, where applicable, Agent Recommendation

In the event the Proxy Group, and where applicable, any Investment Professional participating in the voting process, recommend a vote Within Guidelines, the Proxy Group will instruct the Agent, through the Proxy Coordinator, to vote in this manner. Except as provided for herein, no Conflicts Report (as such term is defined for purposes of the Adviser Procedures) is required in connection with Within-Guidelines Votes.

2. Non-Votes: Votes in Which No Action is Taken

The Proxy Group may recommend that a Fund refrain from voting under the following circumstances: (1) if the economic effect on shareholders’ interests or the value of the portfolio holding is indeterminable or insignificant, e.g., proxies in connection with securities no longer held in the portfolio of an ING Fund or proxies being considered on behalf of a Fund that is no longer in existence; or (2) if the cost of voting a proxy outweighs the benefits, e.g., certain international proxies, particularly in cases in which share blocking practices may impose trading restrictions on the relevant portfolio security. In such instances, the Proxy Group may instruct the Agent, through the Proxy Coordinator, not to vote such proxy. The Proxy Group may provide the Proxy Coordinator with standing instructions on parameters that would dictate a Non-Vote without the Proxy Group’s review of a specific proxy. It is noted a Non-Vote determination would

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generally not be made in connection with voting rights received pursuant to class action participation; while a Fund may no longer hold the security, a continuing economic effect on shareholders’ interests is likely.

Reasonable efforts shall be made to secure and vote all other proxies for the Funds, but, particularly in markets in which shareholders’ rights are limited, Non-Votes may also occur in connection with a Fund’s related inability to timely access ballots or other proxy information in connection with its portfolio securities.

Non-Votes may also result in certain cases in which the Agent’s recommendation has been deemed to be conflicted, as described in V.B. above and V.B.4. below.

3. Out-of-Guidelines Votes: Votes Contrary to Procedures and Guidelines, or Agent Recommendation, where applicable, Where No Recommendation is Provided by Agent, or Where Agent’s Recommendation is Conflicted

If the Proxy Group recommends that a Fund vote contrary to the Procedures and Guidelines, or the recommendation of the Agent, where applicable, if the Agent has made no recommendation on a matter requiring case-by-case consideration and the Procedures and Guidelines are silent, or the Agent’s recommendation on a matter requiring case-by-case consideration is deemed to be conflicted as provided for under the Adviser Procedures, the Proxy Coordinator will then request that all members of the Proxy Group, including any members not in attendance at the meeting at which the relevant proxy is being considered, and each Investment Professional participating in the voting process complete a Conflicts Report (as such term is defined for purposes of the Adviser Procedures). As provided for in the Adviser Procedures, the Proxy Coordinator shall be responsible for identifying to Counsel potential conflicts of interest with respect to the Agent.

If Counsel determines that a conflict of interest appears to exist with respect to the Agent, any member of the Proxy Group or the participating Investment Professional(s), the Proxy Coordinator will then contact the Compliance Committee(s) and forward to such Committee(s) all information relevant to their review, including the following materials or a summary thereof: the applicable Procedures and Guidelines, the recommendation of the Agent, where applicable, the recommendation of the Investment Professional(s), where applicable, any resources used by the Proxy Group in arriving at its recommendation, the Conflicts Report and any other written materials establishing whether a conflict of interest exists, and findings of Counsel (as such term is defined for purposes of the Adviser Procedures). Upon Counsel’s finding that a conflict of interest exists with respect to one or more members of the Proxy Group or the Advisers generally, the remaining members of the Proxy Group shall not be required to complete a Conflicts Report in connection with the proxy.

If Counsel determines that there does not appear to be a conflict of interest with respect to the Agent, any member of the Proxy Group or the participating Investment Professional(s), the Proxy Coordinator will instruct the Agent to vote the proxy as recommended by the Proxy Group.

4. Referrals to a Fund’s Compliance Committee

A Fund’s Compliance Committee may consider all recommendations, analysis, research and Conflicts Reports provided to it by the Agent, Proxy Group and/or Investment Professional(s), and any other written materials used to establish whether a conflict of interest exists, in determining how to vote the proxies referred to the Committee. The Committee will instruct the Agent through the Proxy Coordinator how to vote such referred proposals.

The Proxy Coordinator shall use best efforts to timely refer matters to a Fund’s Committee for its consideration. In the event any such matter cannot be timely referred to or considered by the Committee, it shall be the policy of the Funds to vote in accordance with the Agent’s

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recommendation, unless the Agent’s recommendation is conflicted on a matter requiring case-by-case consideration, in which case no action shall be taken on such matter (i.e., a “Non-Vote”).

The Proxy Coordinator will maintain a record of all proxy questions that have been referred to a Fund’s Committee, all applicable recommendations, analysis, research and Conflicts Reports.

VI. CONFLICTS OF INTEREST

In all cases in which a vote has not been clearly determined in advance by the Procedures and Guidelines or for which the Proxy Group recommends an Out-of-Guidelines Vote, and Counsel has determined that a conflict of interest appears to exist with respect to the Agent, any member of the Proxy Group, or any Investment Professional participating in the voting process, the proposal shall be referred to the Fund’s Committee for determination so that the Adviser shall have no opportunity to vote a Fund’s proxy in a situation in which it or the Agent may be deemed to have a conflict of interest. In the event a member of a Fund’s Committee believes he/she has a conflict of interest that would preclude him/her from making a voting determination in the best interests of the beneficial owners of the applicable Fund, such Committee member shall so advise the Proxy Coordinator and recuse himself/herself with respect to determinations regarding the relevant proxy.

VII. REPORTING AND RECORD RETENTION

Annually in August, each Fund will post its proxy voting record or a link thereto, for the prior one-year period ending on June 30^th on the ING Funds website. No proxy voting record will be posted on the ING Funds website for any Fund that is a feeder in a master/feeder structure; however, a cross-reference to that of the master fund’s proxy voting record as filed in the SEC’s EDGAR database will be posted on the ING Funds website. The proxy voting record for each Fund will also be available in the EDGAR database on the SEC’s website.

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EXHIBIT 1

to the

ING Funds

Proxy Voting Procedures

ING ASIA PACIFIC HIGH DIVIDEND EQUITY INCOME FUND

ING EQUITY TRUST

ING FUNDS TRUST

ING GLOBAL ADVANTAGE AND PREMIUM OPPORTUNITY FUND

ING GLOBAL EQUITY DIVIDEND AND PREMIUM OPPORTUNITY FUND

ING INTERNATIONAL HIGH DIVIDEND EQUITY INCOME FUND

ING INVESTMENT FUNDS, INC.

ING INVESTORS TRUST¹

ING MAYFLOWER TRUST

ING MUTUAL FUNDS

ING PARTNERS, INC.

ING PRIME RATE TRUST

ING RISK MANAGED NATURAL RESOURCES FUND

ING SENIOR INCOME FUND

ING SEPARATE PORTFOLIOS TRUST

ING VARIABLE INSURANCE TRUST

ING VARIABLE PRODUCTS TRUST

ING VP NATURAL RESOURCES TRUST

¹ Sub-Adviser-Voted Series: ING Franklin Mutual Shares Portfolio

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EXHIBIT 2

to the

ING Funds

Proxy Voting Procedures

ING INVESTMENTS, LLC,

ING INVESTMENT MANAGEMENT CO.

AND

DIRECTED SERVICES, LLC

PROXY VOTING PROCEDURES

I. INTRODUCTION

ING Investments, LLC, ING Investment Management Co. and Directed Services, LLC (each an “Adviser” and collectively, the “Advisers”) are the investment advisers for the registered investment companies and each series or portfolio thereof (each a “Fund” and collectively, the “Funds”) comprising the ING family of funds. As such, the Advisers have been delegated the authority to vote proxies with respect to securities for certain Funds over which they have day-to-day portfolio management responsibility.

The Advisers will abide by the proxy voting guidelines adopted by a Fund’s respective Board of Directors or Trustees (each a “Board” and collectively, the “Boards”) with regard to the voting of proxies unless otherwise provided in the proxy voting procedures adopted by a Fund’s Board.

In voting proxies, the Advisers are guided by general fiduciary principles. Each must act prudently, solely in the interest of the beneficial owners of the Funds it manages. The Advisers will not subordinate the interest of beneficial owners to unrelated objectives. Each Adviser will vote proxies in the manner that it believes will do the most to maximize shareholder value.

The following are the Proxy Voting Procedures of ING Investments, LLC, ING Investment Management Co. and Directed Services, LLC (the “Adviser Procedures”) with respect to the voting of proxies on behalf of their client Funds as approved by the respective Board of each Fund.

Unless otherwise noted, best efforts shall be used to vote proxies in all instances.

II. ROLES AND RESPONSIBILITIES

A. Proxy Coordinator

The Proxy Coordinator identified in Appendix 1 will assist in the coordination of the voting of each Fund’s proxies in accordance with the ING Funds Proxy Voting Procedures and Guidelines (the “Procedures” or “Guidelines” and collectively the “Procedures and Guidelines”). The Proxy Coordinator is authorized to direct the Agent to vote a Fund’s proxy in accordance with the Procedures and Guidelines unless the Proxy Coordinator receives a recommendation from an Investment Professional (as described below) to vote contrary to the Procedures and Guidelines. In such event, and in connection with proxy proposals requiring case-by-case consideration (except in cases in which the Proxy Group has previously provided the Proxy Coordinator with standing instructions to vote in accordance with the Agent’s recommendation), the Proxy Coordinator will call a meeting of the Proxy Group (as described below).

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Responsibilities assigned herein to the Proxy Coordinator, or activities in support thereof, may be performed by such members of the Proxy Group or employees of the Advisers’ affiliates as are deemed appropriate by the Proxy Group.

Unless specified otherwise, information provided to the Proxy Coordinator in connection with duties of the parties described herein shall be deemed delivered to the Advisers.

B. Agent

An independent proxy voting service (the “Agent”), as approved by the Board of each Fund, shall be engaged to assist in the voting of Fund proxies for publicly traded securities through the provision of vote analysis, implementation, recordkeeping and disclosure services. The Agent is Institutional Shareholder Services, Inc. The Agent is responsible for coordinating with the Funds’ custodians to ensure that all proxy materials received by the custodians relating to the portfolio securities are processed in a timely fashion. To the extent applicable, the Agent is required to vote and/or refer all proxies in accordance with these Adviser Procedures. The Agent will retain a record of all proxy votes handled by the Agent. Such record must reflect all the information required to be disclosed in a Fund’s Form N-PX pursuant to Rule 30b1-4 under the Investment Company Act. In addition, the Agent is responsible for maintaining copies of all proxy statements received by issuers and to promptly provide such materials to the Adviser upon request.

The Agent shall be instructed to vote all proxies in accordance with a Fund’s Guidelines, except as otherwise instructed through the Proxy Coordinator by the Adviser’s Proxy Group or a Fund’s Compliance Committee (“Committee”).

The Agent shall be instructed to obtain all proxies from the Funds’ custodians and to review each proxy proposal against the Guidelines. The Agent also shall be requested to call the Proxy Coordinator’s attention to specific proxy proposals that although governed by the Guidelines appear to involve unusual or controversial issues.

Subject to the oversight of the Advisers, the Agent shall establish and maintain adequate internal controls and policies in connection with the provision of proxy voting services voting to the Advisers, including methods to reasonably ensure that its analysis and recommendations are not influenced by conflict of interest, and shall disclose such controls and policies to the Advisers when and as provided for herein. Unless otherwise specified, references herein to recommendations of the Agent shall refer to those in which no conflict of interest has been identified.

C. Proxy Group

The Adviser shall establish a Proxy Group (the “Group” or “Proxy Group”) which shall assist in the review of the Agent’s recommendations when a proxy voting issue is referred to the Group through the Proxy Coordinator. The members of the Proxy Group, which may include employees of the Advisers’ affiliates, are identified in Appendix 1, as may be amended from time at the Advisers’ discretion.

A minimum of four (4) members of the Proxy Group (or three (3) if one member of the quorum is either the Fund’s Chief Investment Risk Officer or Chief Financial Officer) shall constitute a quorum for purposes of taking action at any meeting of the Group. The vote of a simple majority of the members present and voting shall determine any matter submitted to a vote. Tie votes shall be broken by securing the vote of members not present at the meeting; provided, however, that the Proxy Coordinator shall ensure compliance with all applicable voting and conflict of interest procedures and shall use best efforts to secure votes from all or as many absent members as may reasonably be accomplished. The Proxy Group may meet in person or by telephone. The Proxy Group also may take action via electronic mail in lieu of a meeting, provided that each Group member has received a copy of any relevant electronic mail transmissions circulated by each other participating Group member prior to voting and provided that the Proxy Coordinator follows the directions of a majority of a

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quorum (as defined above) responding via electronic mail. For all votes taken in person or by telephone or teleconference, the vote shall be taken outside the presence of any person other than the members of the Proxy Group and such other persons whose attendance may be deemed appropriate by the Proxy Group from time to time in furtherance of its duties or the day-to-day administration of the Funds. In its discretion, the Proxy Group may provide the Proxy Coordinator with standing instructions to perform responsibilities assigned herein to the Proxy Group, or activities in support thereof, on its behalf, provided that such instructions do not contravene any requirements of these Adviser Procedures or a Fund’s Procedures and Guidelines.

A meeting of the Proxy Group will be held whenever (1) the Proxy Coordinator receives a recommendation from an Investment Professional to vote a Fund’s proxy contrary to the Procedures and Guidelines, or the recommendation of the Agent, where applicable, (2) the Agent has made no recommendation with respect to a vote on a proposal, or (3) a matter requires case-by-case consideration, including those in which the Agent’s recommendation is deemed to be conflicted as provided for under these Adviser Procedures, provided that, if the Proxy Group has previously provided the Proxy Coordinator with standing instructions to vote in accordance with the Agent’s recommendation and no issue of conflict must be considered, the Proxy Coordinator may implement the instructions without calling a meeting of the Proxy Group.

For each proposal referred to the Proxy Group, it will review (1) the relevant Procedures and Guidelines, (2) the recommendation of the Agent, if any, (3) the recommendation of the Investment Professional(s), if any, and (4) any other resources that any member of the Proxy Group deems appropriate to aid in a determination of a recommendation.

If the Proxy Group recommends that a Fund vote in accordance with the Procedures and Guidelines, or the recommendation of the Agent, where applicable, it shall instruct the Proxy Coordinator to so advise the Agent.

If the Proxy Group recommends that a Fund vote contrary to the Procedures and Guidelines, or the recommendation of the Agent, where applicable, or if the Agent’s recommendation on a matter requiring case-by-case consideration is deemed to be conflicted, it shall follow the procedures for such voting as established by a Fund’s Board.

The Proxy Coordinator shall use best efforts to convene the Proxy Group with respect to all matters requiring its consideration. In the event quorum requirements cannot be timely met in connection with to a voting deadline, the Proxy Coordinator shall follow the procedures for such voting as established by a Fund’s Board.

D. Investment Professionals

The Funds’ Advisers, sub-advisers and/or portfolio managers (each referred to herein as an “Investment Professional” and collectively, “Investment Professionals”) may submit, or be asked to submit, a recommendation to the Proxy Group regarding the voting of proxies related to the portfolio securities over which they have day-to-day portfolio management responsibility. The Investment Professionals may accompany their recommendation with any other research materials that they deem appropriate or with a request that lending activity with respect to the relevant security be reviewed, such requests to be timely considered by the Proxy Group.

III. VOTING PROCEDURES

A. In all cases, the Adviser shall follow the voting procedures as set forth in the Procedures and Guidelines of the Fund on whose behalf the Adviser is exercising delegated authority to vote.

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B. Routine Matters

The Agent shall be instructed to submit a vote in accordance with the Guidelines where such Guidelines provide a clear “For”, “Against,” “Withhold” or “Abstain” on a proposal. However, the Agent shall be directed to refer any proxy proposal to the Proxy Coordinator for instructions as if it were a matter requiring case-by-case consideration under circumstances where the application of the Guidelines is unclear, it appears to involve unusual or controversial issues, or an Investment Professional recommends a vote contrary to the Guidelines.

C. Matters Requiring Case-by-Case Consideration

The Agent shall be directed to refer proxy proposals accompanied by its written analysis and voting recommendation to the Proxy Coordinator where the Guidelines have noted “case-by-case” consideration.

Upon receipt of a referral from the Agent, the Proxy Coordinator may solicit additional research from the Agent, Investment Professional(s), as well as from any other source or service.

Except in cases in which the Proxy Group has previously provided the Proxy Coordinator with standing instructions to vote in accordance with the Agent’s recommendation, the Proxy Coordinator will forward the Agent’s analysis and recommendation and/or any research obtained from the Investment Professional(s), the Agent or any other source to the Proxy Group. The Proxy Group may consult with the Agent and/or Investment Professional(s), as it deems necessary.

1. Within-Guidelines Votes: Votes in Accordance with a Fund’s Guidelines and/or, where applicable, Agent Recommendation

In the event the Proxy Group, and where applicable, any Investment Professional participating in the voting process, recommend a vote Within Guidelines, the Proxy Group will instruct the Agent, through the Proxy Coordinator, to vote in this manner. Except as provided for herein, no Conflicts Report (as such term is defined herein) is required in connection with Within-Guidelines Votes.

2. Non-Votes: Votes in Which No Action is Taken

The Proxy Group may recommend that a Fund refrain from voting under the following circumstances: (1) if the economic effect on shareholders’ interests or the value of the portfolio holding is indeterminable or insignificant, e.g., proxies in connection with securities no longer held in the portfolio of an ING Fund or proxies being considered on behalf of a Fund that is no longer in existence; or (2) if the cost of voting a proxy outweighs the benefits, e.g., certain international proxies, particularly in cases in which share blocking practices may impose trading restrictions on the relevant portfolio security. In such instances, the Proxy Group may instruct the Agent, through the Proxy Coordinator, not to vote such proxy. The Proxy Group may provide the Proxy Coordinator with standing instructions on parameters that would dictate a Non-Vote without the Proxy Group’s review of a specific proxy. It is noted a Non-Vote determination would generally not be made in connection with voting rights received pursuant to class action participation; while a Fund may no longer hold the security, a continuing economic effect on shareholders’ interests is likely.

Reasonable efforts shall be made to secure and vote all other proxies for the Funds, but, particularly in markets in which shareholders’ rights are limited, Non-Votes may also occur in connection with a Fund’s related inability to timely access ballots or other proxy information in connection with its portfolio securities.

Non-Votes may also result in certain cases in which the Agent’s recommendation has been deemed to be conflicted, as provided for in the Funds’ Procedures.

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3. Out-of-Guidelines Votes: Votes Contrary to Procedures and Guidelines, or Agent Recommendation, where applicable, Where No Recommendation is Provided by Agent, or Where Agent’s Recommendation is Conflicted

If the Proxy Group recommends that a Fund vote contrary to the Procedures and Guidelines, or the recommendation of the Agent, where applicable, if the Agent has made no recommendation on a matter requiring case-by-case consideration and the Procedures and Guidelines are silent, or the Agent’s recommendation on a matter requiring case-by-case consideration is deemed to be conflicted as provided for under these Adviser Procedures, the Proxy Coordinator will then implement the procedures for handling such votes as adopted by the Fund’s Board.

4. The Proxy Coordinator will maintain a record of all proxy questions that have been referred to a Fund’s Compliance Committee, all applicable recommendations, analysis, research and Conflicts Reports.

IV. ASSESSMENT OF THE AGENT AND CONFLICTS OF INTEREST

In furtherance of the Advisers’ fiduciary duty to the Funds and their beneficial owners, the Advisers shall establish the following:

A. Assessment of the Agent

The Advisers shall establish that the Agent (1) is independent from the Advisers, (2) has resources that indicate it can competently provide analysis of proxy issues and (3) can make recommendations in an impartial manner and in the best interests of the Funds and their beneficial owners. The Advisers shall utilize, and the Agent shall comply with, such methods for establishing the foregoing as the Advisers may deem reasonably appropriate and shall do not less than annually as well as prior to engaging the services of any new proxy service. The Agent shall also notify the Advisers in writing within fifteen (15) calendar days of any material change to information previously provided to an Adviser in connection with establishing the Agent’s independence, competence or impartiality.

Information provided in connection with assessment of the Agent shall be forwarded to a member of the mutual funds practice group of ING US Legal Services (“Counsel”) for review. Counsel shall review such information and advise the Proxy Coordinator as to whether a material concern exists and if so, determine the most appropriate course of action to eliminate such concern.

B. Conflicts of Interest

The Advisers shall establish and maintain procedures to identify and address conflicts that may arise from time to time concerning the Agent. Upon the Advisers’ request, which shall be not less than annually, and within fifteen (15) calendar days of any material change to such information previously provided to an Adviser, the Agent shall provide the Advisers with such information as the Advisers deem reasonable and appropriate for use in determining material relationships of the Agent that may pose a conflict of interest with respect to the Agent’s proxy analysis or recommendations. The Proxy Coordinator shall forward all such information to Counsel for review. Counsel shall review such information and provide the Proxy Coordinator with a brief statement regarding whether or not a material conflict of interest is present. Matters as to which a material conflict of interest is deemed to be present shall be handled as provided in the Fund’s Procedures and Guidelines.

In connection with their participation in the voting process for portfolio securities, each member of the Proxy Group, and each Investment Professional participating in the voting process, must act solely in the best interests of the beneficial owners of the applicable Fund. The members of the Proxy Group may not subordinate the interests of the Fund’s beneficial owners to unrelated objectives, including taking steps to reasonably insulate the voting process from any conflict of interest that may exist in connection with the Agent’s services or utilization thereof.

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For all matters for which the Proxy Group recommends an Out-of-Guidelines Vote, or for which a recommendation contrary to that of the Agent or the Guidelines has been received from an Investment Professional and is to be utilized, the Proxy Coordinator will implement the procedures for handling such votes as adopted by the Fund’s Board, including completion of such Conflicts Reports as may be required under the Fund’s Procedures. Completed Conflicts Reports shall be provided to the Proxy Coordinator within two (2) business days. Such Conflicts Report should describe any known conflicts of either a business or personal nature, and set forth any contacts with respect to the referral item with non-investment personnel in its organization or with outside parties (except for routine communications from proxy solicitors). The Conflicts Report should also include written confirmation that any recommendation from an Investment Professional provided in connection with an Out-of-Guidelines Vote or under circumstances where a conflict of interest exists was made solely on the investment merits and without regard to any other consideration.

The Proxy Coordinator shall forward all Conflicts Reports to Counsel for review. Counsel shall review each report and provide the Proxy Coordinator with a brief statement regarding whether or not a material conflict of interest is present. Matters as to which a material conflict of interest is deemed to be present shall be handled as provided in the Fund’s Procedures and Guidelines.

V. REPORTING AND RECORD RETENTION

The Adviser shall maintain the records required by Rule 204-2(c)(2), as may be amended from time to time, including the following: (1) A copy of each proxy statement received regarding a Fund’s portfolio securities. Such proxy statements received from issuers are available either in the SEC’s EDGAR database or are kept by the Agent and are available upon request. (2) A record of each vote cast on behalf of a Fund. (3) A copy of any document created by the Adviser that was material to making a decision how to vote a proxy, or that memorializes the basis for that decision. (4) A copy of written requests for Fund proxy voting information and any written response thereto or to any oral request for information on how the Adviser voted proxies on behalf of a Fund. All proxy voting materials and supporting documentation will be retained for a minimum of six (6) years.

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APPENDIX 1

to the

Advisers’ Proxy Voting Procedures

Proxy Group for registered investment company clients of ING Investments, LLC, ING Investment Management Co. and Directed Services, LLC:

Name	Title or Affiliation
Stanley D. Vyner	Chief Investment Risk Officer and Executive Vice President, ING Investments, LLC
Todd Modic	Senior Vice President, ING Funds Services, LLC and ING Investments, LLC; and Chief Financial Officer of the ING Funds
Maria Anderson	Vice President of Fund Compliance, ING Funds Services, LLC
Karla J. Bos	Proxy Coordinator for the ING Funds and Assistant Vice President – Special Projects, ING Funds Services, LLC
Julius A. Drelick III, CFA	Vice President, Platform Product Management and Project Management, ING Funds Services, LLC
Theresa K. Kelety, Esq.	Counsel, ING Americas US Legal Services
Steve Wastek, Esq.	Counsel, ING Americas US Legal Services

Effective as of May 1, 2007

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EXHIBIT 3

to the

ING Funds

Proxy Voting Procedures

PROXY VOTING GUIDELINES OF THE ING FUNDS

I. INTRODUCTION

The following is a statement of the Proxy Voting Guidelines (“Guidelines”) that have been adopted by the respective Boards of Directors or Trustees of each Fund. Unless otherwise provided for herein, any defined term used herein shall have the meaning assigned to it in the Funds’ and Advisers’ Proxy Voting Procedures (the “Procedures”).

Proxies must be voted in the best interest of the Fund(s). The Guidelines summarize the Funds’ positions on various issues of concern to investors, and give a general indication of how Fund portfolio securities will be voted on proposals dealing with particular issues. The Guidelines are not exhaustive and do not include all potential voting issues.

The Advisers, in exercising their delegated authority, will abide by the Guidelines as outlined below with regard to the voting of proxies except as otherwise provided in the Procedures. In voting proxies, the Advisers are guided by general fiduciary principles. Each must act prudently, solely in the interest of the beneficial owners of the Funds it manages. The Advisers will not subordinate the interest of beneficial owners to unrelated objectives. Each Adviser will vote proxies in the manner that it believes will do the most to maximize shareholder value.

II. GUIDELINES

The following Guidelines are grouped according to the types of proposals generally presented to shareholders of U.S. issuers: Board of Directors, Proxy Contests, Auditors, Proxy Contest Defenses, Tender Offer Defenses, Miscellaneous, Capital Structure, Executive and Director Compensation, State of Incorporation, Mergers and Corporate Restructurings, Mutual Fund Proxies and Social and Environmental Issues. An additional section addresses proposals most frequently found in global proxies.

General Policies

These Guidelines apply to securities of publicly traded companies and to those of privately held companies if publicly available disclosure permits such application. All matters for which such disclosure is not available shall be considered CASE-BY-CASE.

It shall generally be the policy of the Funds to take no action on a proxy for which no Fund holds a position or otherwise maintains an economic interest in the relevant security at the time the vote is to be cast.

In all cases receiving CASE-BY-CASE consideration, including cases not specifically provided for under these Guidelines, unless otherwise provided for under these Guidelines, it shall generally be the policy of the Funds to vote in accordance with the recommendation provided by the Funds’ Agent, Institutional Shareholder Services, Inc.

Unless otherwise provided for herein, it shall generally be the policy of the Funds to vote in accordance with the Agent’s recommendation in cases in which such recommendation aligns with the recommendation of the relevant issuer’s management. However, this policy shall not apply to CASE-BY-CASE proposals for which a

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contrary recommendation from the Investment Professional for the relevant Fund has been received and is to be utilized, provided that incorporation of any such recommendation shall be subject to the conflict of interest review process required under the Procedures.

Recommendations from the Investment Professionals, while not required under the Procedures, are likely to be considered with respect to proxies for private equity securities and/or proposals related to merger transactions/corporate restructurings, proxy contests related to takeover bids/contested business combinations, or unusual or controversial issues. Such input shall be given primary consideration with respect to CASE-BY-CASE proposals being considered on behalf of the relevant Fund.

Except as otherwise provided for herein, it shall generally be the policy of the Funds not to support proposals that would impose a negative impact on existing rights of the Funds to the extent that any positive impact would not be deemed sufficient to outweigh removal or diminution of such rights.

The foregoing policies may be overridden in any case as provided for in the Procedures. Similarly, the Procedures provide that proposals whose Guidelines prescribe a firm voting position may instead be considered on a CASE-BY-CASE basis in cases in which unusual or controversial circumstances so dictate.

Interpretation and application of these Guidelines is not intended to supersede any law, regulation, binding agreement or other legal requirement to which an issuer may be or become subject. No proposal shall be supported whose implementation would contravene such requirements.

1. The Board of Directors

Voting on Director Nominees in Uncontested Elections

Unless otherwise provided for herein, the Agent’s standards with respect to determining director independence shall apply. These standards generally provide that, to be considered completely independent, a director shall have no material connection to the company other than the board seat.

Agreement with the Agent’s independence standards shall not dictate that a Fund’s vote shall be cast according to the Agent’s corresponding recommendation. Votes on director nominees not subject to specific policies described herein should be made on a CASE-BY-CASE basis.

Where applicable and except as otherwise provided for herein, it shall be the policy of the Funds to lodge disagreement with an issuer’s policies or practices by withholding support from a proposal for the relevant policy or practice rather than the director nominee(s) to which the Agent assigns a correlation.

If application of the policies described herein would result in withholding votes from the majority of independent outside directors sitting on a board, or removal of such directors is likely to negatively impact majority board independence, primary consideration shall be given to retention of such independent outside director nominees unless the concerns identified are of such grave nature as to merit removal of the independent directors.

Where applicable and except as otherwise provided for herein, generally DO NOT WITHHOLD votes (or DO NOT VOTE AGAINST, pursuant to the applicable election standard) in connection with issues raised by the Agent if the nominee did not serve on the board or relevant committee during the majority of the time period relevant to the concerns cited by the Agent.

WITHHOLD votes from a nominee who, during both of the most recent two years, attended less than 75 percent of the board and committee meetings without a valid reason for the absences. DO NOT WITHHOLD votes in connection with attendance issues for nominees who have served on the board for less than the two most recent years.

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WITHHOLD votes from a nominee in connection with poison pill or anti-takeover considerations (e.g., furtherance of measures serving to disenfranchise shareholders or failure to remove restrictive pill features or ensure pill expiration or submission to shareholders for vote) in cases for which culpability for implementation or renewal of the pill in such form can be specifically attributed to the nominee.

Provided that a nominee served on the board during the relevant time period, WITHHOLD votes from a nominee who has failed to implement a shareholder proposal that was approved by (1) a majority of the issuer’s shares outstanding (most recent annual meeting) or (2) a majority of the votes cast for two consecutive years. However, in the case of shareholder proposals seeking shareholder ratification of a poison pill, generally DO NOT WITHHOLD votes from a nominee in such cases if the company has already implemented a policy that should reasonably prevent abusive use of the pill.

If a nominee has not acted upon WITHHOLD votes representing a majority of the votes cast at the previous annual meeting, consider such nominee on a CASE-BY-CASE basis. Generally, vote FOR nominees when (1) the issue relevant to the majority WITHHOLD has been adequately addressed or cured or (2) the Funds’ Guidelines or voting record do not support the relevant issue.

WITHHOLD votes from inside directors or affiliated outside directors who sit on the audit committee.

DO NOT WITHHOLD votes from inside directors or affiliated outside directors who sit on the nominating or compensation committee, provided that such committee meets the applicable independence requirements of the relevant listing exchange.

DO NOT WITHHOLD votes from inside directors or affiliated outside directors if the full board serves as the compensation or nominating committee OR has not created one or both committees, provided that the issuer is in compliance with all provisions of the listing exchange in connection with performance of relevant functions (e.g., performance of relevant functions by a majority of independent directors in lieu of the formation of a separate committee).

In cases in which the Agent has identified a “pay for performance” disconnect, as defined by the Agent, generally DO NOT WITHHOLD support from director nominees. If the Agent has raised other considerations regarding “poor compensation practices,” consider nominees on a CASE-BY-CASE basis. However, where applicable and except as otherwise provided for herein, generally DO NOT WITHHOLD votes from nominees who did not serve on the compensation committee, or board, as applicable, during the majority of the time period relevant to the concerns cited by the Agent.

Generally, vote FOR independent outside director nominees serving on the audit committee, but if total non-audit fees exceed the total of audit fees, audit-related fees and tax compliance and preparation fees, do vote AGAINST auditor ratification if concerns exist regarding such fees, e.g., that remuneration for the non-audit work is so lucrative as to taint the auditor’s independence or is excessive in connection with the level and type of services provided.

It shall generally be the policy of the Funds that a board should be majority independent and therefore to consider inside director or affiliated outside director nominees in cases in which the full board is not majority independent on a CASE-BY-CASE basis. Generally:

(1) WITHHOLD votes from the fewest directors whose removal would achieve majority independence across the remaining board.

(2) WITHHOLD votes from all non-independent nominees, including the founder, chairman or CEO, if the number required to achieve majority independence is equal to or greater than the number of non-independent nominees.

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(3) Except as provided above, vote FOR non-independent nominees in the role of CEO, and when appropriate, founder or chairman, and determine support for other non-independent nominees based on the qualifications and contributions of the nominee as well as the Funds’ voting precedent for assessing relative independence to management, e.g., insiders holding senior executive positions are deemed less independent than affiliated outsiders with a transactional or advisory relationship to the company, and affiliated outsiders with a material transactional or advisory relationship are deemed less independent than those with lesser relationships.

(4) Non-voting directors (e.g., director emeritus or advisory director) shall be excluded from calculations with respect to majority board independence.

(5) When conditions contributing to a lack of majority independence remain substantially similar to those in the previous year, it shall generally be the policy of the Funds to vote on nominees in a manner consistent with votes cast by the Fund(s) in the previous year.

Generally vote FOR nominees without regard to “over-boarding” issues raised by the Agent unless other concerns requiring CASE-BY-CASE consideration have been raised.

Generally, WITHHOLD support from nominees when the Agent so recommends due to assessment that they acted in bad faith or against shareholder interests in connection with a major transaction, such as a merger or acquisition.

Performance Test for Directors

Consider nominees failing the Agent’s performance test, which includes market-based and operating performance measures, on a CASE-BY-CASE basis. Input from the Investment Professional(s) for a given Fund shall be given primary consideration with respect to such proposals.

Proposals Regarding Board Composition or Board Service

Generally, vote AGAINST shareholder proposals to impose new board structures or policies, including those requiring that the positions of chairman and CEO be held separately, except consider such proposals on a CASE-BY-CASE basis if the board is not majority independent or pervasive corporate governance concerns have been identified. Generally, except as otherwise provided for herein, vote FOR management proposals to adopt or amend board structures or policies, except consider such proposals on a CASE-BY-CASE basis if the board is not majority independent, pervasive corporate governance concerns have been identified, or the proposal may result in a material reduction in shareholders’ rights.

Generally, vote AGAINST shareholder proposals asking that more than a simple majority of directors be independent.

Generally, vote AGAINST shareholder proposals asking that board compensation and/or nominating committees be composed exclusively of independent directors.

Generally, vote AGAINST shareholder proposals to limit the number of public company boards on which a director may serve.

Generally, vote AGAINST shareholder proposals that seek to redefine director independence or directors’ specific roles (e.g., responsibilities of the lead director).

Generally, vote AGAINST shareholder proposals requesting creation of additional board committees or offices, except as otherwise provided for herein.

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Generally, vote FOR shareholder proposals that seek creation of an audit, compensation or nominating committee of the board, unless the committee in question is already in existence or the issuer has availed itself of an applicable exemption of the listing exchange (e.g., performance of relevant functions by a majority of independent directors in lieu of the formation of a separate committee).

Generally, vote AGAINST shareholder proposals to limit the tenure of outside directors.

Generally, vote AGAINST shareholder proposals to impose a mandatory retirement age for outside directors unless the proposal seeks to relax existing standards, but generally DO NOT VOTE AGAINST management proposals seeking to establish a retirement age for directors.

Stock Ownership Requirements

Generally, vote AGAINST shareholder proposals requiring directors to own a minimum amount of company stock in order to qualify as a director or to remain on the board.

Director and Officer Indemnification and Liability Protection

Proposals on director and officer indemnification and liability protection should be evaluated on a CASE-BY-CASE basis, using Delaware law as the standard. Vote AGAINST proposals to limit or eliminate entirely directors’ and officers’ liability for monetary damages for violating the duty of care. Vote AGAINST indemnification proposals that would expand coverage beyond just legal expenses to acts, such as negligence, that are more serious violations of fiduciary obligation than mere carelessness. Vote FOR only those proposals providing such expanded coverage in cases when a director’s or officer’s legal defense was unsuccessful if:

(1) The director was found to have acted in good faith and in a manner that he reasonably believed was in the best interests of the company, and

(2) Only if the director’s legal expenses would be covered.

2. Proxy Contests

These proposals should generally be analyzed on a CASE-BY-CASE basis. Input from the Investment Professional(s) for a given Fund shall be given primary consideration with respect to proposals in connection with proxy contests related to takeover bids or other contested business combinations being considered on behalf of that Fund.

Voting for Director Nominees in Contested Elections

Votes in a contested election of directors must be evaluated on a CASE-BY-CASE basis.

Reimburse Proxy Solicitation Expenses

Voting to reimburse proxy solicitation expenses should be analyzed on a CASE-BY-CASE basis.

3. Auditors

Ratifying Auditors

Generally, except in cases of high non-audit fees, vote FOR management proposals to ratify auditors. If total non-audit fees exceed the total of audit fees, audit-related fees and tax compliance and preparation fees, consider on a CASE-BY-CASE basis, voting AGAINST management proposals to ratify auditors in cases in which concerns exist that remuneration for the non-audit work is so lucrative as to taint the auditor’s independence. If such concerns

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exist or an issuer has a history of questionable accounting practices, also vote FOR shareholder proposals asking the issuer to present its auditor annually for ratification, but in other cases generally vote AGAINST.

Auditor Independence

Generally, vote AGAINST shareholder proposals asking companies to prohibit their auditors from engaging in non-audit services (or capping the level of non-audit services).

Audit Firm Rotation:

Generally, vote AGAINST shareholder proposals asking for mandatory audit firm rotation.

4. Proxy Contest Defenses

Board Structure: Staggered vs. Annual Elections

Generally, vote AGAINST proposals to classify the board.

Generally, vote FOR proposals to repeal classified boards and to elect all directors annually.

Shareholder Ability to Remove Directors

Generally, vote AGAINST proposals that provide that directors may be removed only for cause.

Generally, vote FOR proposals to restore shareholder ability to remove directors with or without cause.

Generally, vote AGAINST proposals that provide that only continuing directors may elect replacements to fill board vacancies.

Generally, vote FOR proposals that permit shareholders to elect directors to fill board vacancies.

Cumulative Voting

Unless the company maintains a classified board of directors, generally, vote FOR management proposals to eliminate cumulative voting.

In cases in which the company maintains a classified board of directors, generally vote FOR shareholder proposals to restore or permit cumulative voting.

Time-Phased Voting

Generally, vote AGAINST proposals to implement, and FOR proposals to eliminate, time-phased or other forms of voting that do not promote a one share, one vote standard.

Shareholder Ability to Call Special Meetings

Generally, vote AGAINST proposals to restrict or prohibit shareholder ability to call special meetings.

Generally, vote FOR proposals that remove restrictions on the right of shareholders to act independently of management.

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Shareholder Ability to Act by Written Consent

Generally, vote AGAINST proposals to restrict or prohibit shareholder ability to take action by written consent.

Generally, vote FOR proposals to allow or make easier shareholder action by written consent.

Shareholder Ability to Alter the Size of the Board

Review on a CASE-BY-CASE basis proposals that seek to fix the size of the board.

Review on a CASE-BY-CASE basis proposals that give management the ability to alter the size of the board without shareholder approval.

5. Tender Offer Defenses

Poison Pills

Generally, vote FOR shareholder proposals that ask a company to submit its poison pill for shareholder ratification, or to redeem its pill in lieu thereof, unless (1) shareholders have approved adoption of the plan, (2) a policy has already been implemented by the company that should reasonably prevent abusive use of the pill, or (3) the board had determined that it was in the best interest of shareholders to adopt a pill without delay, provided that such plan would be put to shareholder vote within twelve months of adoption or expire, and if not approved by a majority of the votes cast, would immediately terminate.

Review on a CASE-BY-CASE basis shareholder proposals to redeem a company’s poison pill.

Review on a CASE-BY-CASE basis management proposals to approve or ratify a poison pill or any plan that can reasonably be construed as an anti-takeover measure, with voting decisions generally based on the Agent’s approach to evaluating such proposals, considering factors such as rationale, trigger level and sunset provisions. Votes will generally be cast in a manner that seeks to preserve shareholder value and the right to consider a valid offer, voting AGAINST management proposals in connection with poison pills or anti-takeover activities that do not meet the Agent’s standards.

Fair Price Provisions

Vote proposals to adopt fair price provisions on a CASE-BY-CASE basis.

Generally, vote AGAINST fair price provisions with shareholder vote requirements greater than a majority of disinterested shares.

Greenmail

Generally, vote FOR proposals to adopt antigreenmail charter or bylaw amendments or otherwise restrict a company’s ability to make greenmail payments.

Review on a CASE-BY-CASE basis antigreenmail proposals when they are bundled with other charter or bylaw amendments.

Pale Greenmail

Review on a CASE-BY-CASE basis restructuring plans that involve the payment of pale greenmail.

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Unequal Voting Rights

Generally, vote AGAINST dual-class exchange offers.

Generally, vote AGAINST dual-class recapitalizations.

Supermajority Shareholder Vote Requirement to Amend the Charter or Bylaws

Generally, vote AGAINST management proposals to require a supermajority shareholder vote to approve charter and bylaw amendments or other key proposals.

Generally, vote FOR shareholder proposals to lower supermajority shareholder vote requirements for charter and bylaw amendments, unless the proposal also asks the issuer to mount a solicitation campaign or similar form of comprehensive commitment to obtain passage of the proposal.

Supermajority Shareholder Vote Requirement to Approve Mergers

Generally, vote AGAINST management proposals to require a supermajority shareholder vote to approve mergers and other significant business combinations.

Generally, vote FOR shareholder proposals to lower supermajority shareholder vote requirements for mergers and other significant business combinations.

White Squire Placements

Generally, vote FOR shareholder proposals to require approval of blank check preferred stock issues for other than general corporate purposes.

Amendments to Corporate Documents

Unless support is recommended by the Agent or Investment Professional (including, for example, as a condition to a major transaction such as a merger), generally, vote AGAINST proposals seeking to remove shareholder approval requirements or otherwise remove or diminish shareholder rights, e.g., by (1) adding restrictive provisions, (2) removing provisions or moving them to portions of the charter not requiring shareholder approval or (3) in corporate structures such as holding companies, removing provisions in an active subsidiary’s charter that provide voting rights to parent company shareholders. This policy would also generally apply to proposals seeking approval of corporate agreements or amendments to such agreements that the Agent recommends AGAINST because a similar reduction in shareholder rights is requested.

Generally, vote AGAINST proposals for charter amendments that may support board entrenchment or may be used as an anti-takeover device, particularly if the proposal is bundled or the board is classified.

Generally, vote FOR proposals seeking charter or bylaw amendments to remove anti-takeover provisions.

6. Miscellaneous

Confidential Voting

Generally, vote FOR shareholder proposals that request companies to adopt confidential voting, use independent tabulators, and use independent inspectors of election as long as the proposals include clauses for proxy contests as follows:

• In the case of a contested election, management should be permitted to request that the dissident group honor its confidential voting policy.

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• If the dissidents agree, the policy remains in place.

• If the dissidents do not agree, the confidential voting policy is waived.

Generally, vote FOR management proposals to adopt confidential voting.

Open Access

Consider on a CASE-BY-CASE basis shareholder proposals seeking open access to management’s proxy material in order to nominate their own candidates to the board.

Majority Voting Standard

Generally, vote FOR management proposals but AGAINST shareholder proposals, unless also supported by management, seeking election of directors by the affirmative vote of the majority of votes cast in connection with a meeting of shareholders, including amendments to corporate documents or other actions in furtherance of such standard, and provided such standard when supported does not conflict with state law in which the company is incorporated. For issuers with a history of board malfeasance or pervasive corporate governance concerns, consider such proposals on a CASE-BY-CASE basis.

Bundled Proposals

Except as otherwise provided for herein, review on a CASE-BY-CASE basis bundled or “conditioned” proxy proposals, generally voting AGAINST bundled proposals containing one or more items not supported under these Guidelines if the Agent or an Investment Professional deems the negative impact, on balance, to outweigh any positive impact.

Shareholder Advisory Committees

Review on a CASE-BY-CASE basis proposals to establish a shareholder advisory committee.

Reimburse Shareholder for Expenses Incurred

Voting to reimburse expenses incurred in connection with shareholder proposals should be analyzed on a CASE-BY-CASE basis, with voting decisions determined based on the Agent’s criteria, considering whether the related proposal received the requisite support for approval and was adopted for the benefit of the company and its shareholders.

Other Business

In connection with proxies of U.S. issuers, generally vote FOR management proposals for Other Business, except in connection with a proxy contest in which a Fund is not voting in support of management.

Quorum Requirements

Review on a CASE-BY-CASE basis proposals to lower quorum requirements for shareholder meetings below a majority of the shares outstanding.

Advance Notice for Shareholder Proposals

Generally, vote FOR management proposals related to advance notice period requirements, provided that the period requested is in accordance with applicable law and no material governance concerns have been identified in connection with the issuer.

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7. Capital Structure

Analyze on a CASE-BY-CASE basis.

Common Stock Authorization

Review proposals to increase the number of shares of common stock authorized for issue on a CASE-BY-CASE basis. Except where otherwise indicated, the Agent’s proprietary approach, utilizing quantitative criteria (e.g., dilution, peer group comparison, company performance and history) to determine appropriate thresholds and, for requests marginally above such allowable threshold, a qualitative review (e.g., rationale and prudent historical usage), will generally be utilized in evaluating such proposals.

• Generally vote FOR proposals to authorize capital increases within the Agent’s allowable thresholds or those in excess but meeting Agent’s qualitative standards, but consider on a CASE-BY-CASE basis those requests failing the Agent’s review for proposals in connection with which a contrary recommendation from the Investment Professional(s) has been received and is to be utilized (e.g., in support of a merger or acquisition proposal).

• Generally vote FOR proposals to authorize capital increases within the Agent’s allowable thresholds or those in excess but meeting Agent’s qualitative standards, unless the company states that the stock may be used as a takeover defense. In those cases, consider on a CASE-BY-CASE basis if a contrary recommendation from the Investment Professional(s) has been received and is to be utilized.

• Generally vote FOR proposals to authorize capital increases exceeding the Agent’s thresholds when a company’s shares are in danger of being delisted or if a company’s ability to continue to operate as a going concern is uncertain.

• Generally, vote AGAINST proposals to increase the number of authorized shares of a class of stock if the issuance which the increase is intended to service is not supported under these Guidelines.

Dual Class Capital Structures

Generally, vote AGAINST proposals to increase the number of authorized shares of the class of stock that has superior voting rights in companies that have dual class capital structures, but consider CASE-BY-CASE if bundled with favorable proposal(s) or if approval of such proposal(s) is a condition of such favorable proposal(s).

Generally, vote AGAINST management proposals to create or perpetuate dual class capital structures with unequal voting rights, and vote FOR shareholder proposals to eliminate them, in cases in which the relevant Fund owns the class with inferior voting rights, but generally vote FOR management proposals and AGAINST shareholder proposals in cases in which the relevant Fund owns the class with superior voting rights. Consider CASE-BY-CASE if bundled with favorable proposal(s) or if approval of such proposal(s) is a condition of such favorable proposal(s).

Consider management proposals to eliminate dual class capital structures CASE-BY-CASE, generally voting with the Agent’s recommendation unless a contrary recommendation has been received from the Investment Professional for the relevant Fund and is to be utilized.

Stock Distributions: Splits and Dividends

Generally, vote FOR management proposals to increase common share authorization for a stock split, provided that the increase in authorized shares falls within the Agent’s allowable thresholds, but consider on a CASE-BY-CASE basis those proposals exceeding the Agent’s threshold for proposals in connection with which a contrary recommendation from the Investment Professional(s) has been received and is to be utilized.

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Reverse Stock Splits

Consider on a CASE-BY-CASE basis management proposals to implement a reverse stock split. In the event the split constitutes a capital increase effectively exceeding the Agent’s allowable threshold because the request does not proportionately reduce the number of shares authorized, vote FOR the split if the Agent otherwise supports management’s rationale.

Preferred Stock

Generally, vote AGAINST proposals authorizing the issuance of preferred stock or creation of new classes of preferred stock with unspecified voting, conversion, dividend distribution, and other rights (“blank check” preferred stock), but vote FOR if the Agent or an Investment Professional so recommends because the issuance is required to effect a merger or acquisition proposal.

Generally, vote FOR proposals to issue or create blank check preferred stock in cases when the company expressly states that the stock will not be used as a takeover defense. Generally vote AGAINST in cases where the company expressly states that, or fails to disclose whether, the stock may be used as a takeover defense, but vote FOR if the Agent or an Investment Professional so recommends because the issuance is required to effect a merger or acquisition proposal.

Generally, vote FOR proposals to authorize or issue preferred stock in cases where the company specifies the voting, dividend, conversion, and other rights of such stock and the terms of the preferred stock appear reasonable.

Vote CASE-BY-CASE on proposals to increase the number of blank check preferred shares after analyzing the number of preferred shares available for issue given a company’s industry and performance in terms of shareholder returns.

Shareholder Proposals Regarding Blank Check Preferred Stock

Generally, vote FOR shareholder proposals to have blank check preferred stock placements, other than those shares issued for the purpose of raising capital or making acquisitions in the normal course of business, submitted for shareholder ratification.

Adjustments to Par Value of Common Stock

Generally, vote FOR management proposals to reduce the par value of common stock.

Preemptive Rights

Review on a CASE-BY-CASE basis shareholder proposals that seek preemptive rights or management proposals that seek to eliminate them. In evaluating proposals on preemptive rights, consider the size of a company and the characteristics of its shareholder base.

Debt Restructurings

Review on a CASE-BY-CASE basis proposals to increase common and/or preferred shares and to issue shares as part of a debt restructuring plan.

Share Repurchase Programs

Generally, vote FOR management proposals to institute open-market share repurchase plans in which all shareholders may participate on equal terms, but vote AGAINST plans with terms favoring selected, non-Fund parties.

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Generally, vote FOR management proposals to cancel repurchased shares.

Generally, vote AGAINST proposals for share repurchase methods lacking adequate risk mitigation as assessed by the Agent.

Tracking Stock

Votes on the creation of tracking stock are determined on a CASE-BY-CASE basis.

8. Executive and Director Compensation

Unless otherwise provided for herein, votes with respect to compensation and employee benefit plans should be determined on a CASE-BY-CASE basis, with voting decisions generally based on the Agent’s quantitative approach to evaluating such plans, which includes determination of costs and comparison to an allowable cap.

• Generally, vote in accordance with the Agent’s recommendations FOR equity-based plans with costs within such cap and AGAINST those with costs in excess of it, except that plans above the cap may be supported if so recommended by the Agent or Investment Professional as a condition to a major transaction such as a merger.

• Generally, vote AGAINST plans if the Agent suggests cost or dilution assessment may not be possible due to the method of disclosing shares allocated to the plan(s), except that such concerns arising in connection with evergreen provisions shall be considered CASE-BY-CASE.

• Generally, vote FOR plans with costs within the cap if the considerations raised by the Agent pertain solely to equity compensation burn rate or pay for performance as defined by Agent.

• Generally, vote AGAINST plans administered by potential grant recipients.

• Consider plans CASE-BY-CASE if the Agent raises other considerations not otherwise provided for herein.

Restricted Stock or Stock Option Plans

Consider proposals for restricted stock or stock option plans, or the issuance of shares in connection with such plans, on a CASE-BY-CASE basis, considering factors such as level of disclosure and adequacy of vesting or performance requirements. Plans that do not meet the Agent’s criteria in this regard may be supported, but vote AGAINST if no disclosure is provided regarding either vesting or performance requirements.

Management Proposals Seeking Approval to Reprice Options

Review on a CASE-BY-CASE basis management proposals seeking approval to reprice, replace or exchange options, considering factors such as rationale, historic trading patterns, value-for-value exchange, vesting periods and replacement option terms. Generally, vote FOR proposals that meet the Agent’s criteria for acceptable repricing, replacement or exchange transactions, except that considerations raised by the Agent regarding burn rate or executive participation shall not be grounds for withholding support.

Vote AGAINST compensation plans that (1) permit or may permit (e.g., history of repricing and no express prohibition against future repricing) repricing of stock options, or any form or alternative to repricing, without shareholder approval, (2) include provisions that permit repricing, replacement or exchange transactions that do not meet the Agent’s criteria (except regarding burn rate or executive participation as noted above), or (3) give the board sole discretion to approve option repricing, replacement or exchange programs.

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Director Compensation

Votes on stock-based plans for directors are made on a CASE-BY-CASE basis, with voting decisions generally based on the Agent’s quantitative approach described above as well as a review of qualitative features of the plan in cases in which costs exceed the Agent’s threshold. DO NOT VOTE AGAINST plans for which burn rate is the sole consideration raised by the Agent.

Employee Stock Purchase Plans

Votes on employee stock purchase plans, and capital issuances in support of such plans, should be made on a CASE-BY-CASE basis, with voting decisions generally based on the Agent’s approach to evaluating such plans, except that negative recommendations by the Agent due to evergreen provisions will be reviewed CASE-BY-CASE.

OBRA-Related Compensation Proposals:

Amendments that Place a Cap on Annual Grants or Amend Administrative Features

Generally, vote FOR plans that simply amend shareholder-approved plans to include administrative features or place a cap on the annual grants any one participant may receive to comply with the provisions of Section 162(m) of OBRA.

Amendments to Add Performance-Based Goals

Generally, vote FOR amendments to add performance goals to existing compensation plans to comply with the provisions of Section 162(m) of OBRA.

Amendments to Increase Shares and Retain Tax Deductions Under OBRA

Votes on amendments to existing plans to increase shares reserved and to qualify the plan for favorable tax treatment under the provisions of Section 162(m) should be evaluated on a CASE-BY-CASE basis.

Approval of Cash or Cash-and-Stock Bonus Plans

Generally, vote FOR cash or cash-and-stock bonus plans to exempt the compensation from taxes under the provisions of Section 162(m) of OBRA, with primary consideration given to management’s assessment that such plan meets the requirements for exemption of performance-based compensation.

Shareholder Proposals Regarding Executive and Director Pay

Regarding the remuneration of individuals other than senior executives and directors, generally, vote AGAINST shareholder proposals that seek to expand or restrict disclosure or require shareholder approval beyond regulatory requirements and market practice. Vote AGAINST shareholder proposals that seek disclosure of executive or director compensation if providing it would be out of step with market practice and potentially disruptive to the business.

Unless evidence exists of abuse in historical compensation practices, and except as otherwise provided for herein, generally vote AGAINST shareholder proposals that seek to impose new compensation structures or policies, such as “claw back” recoupments or advisory votes.

Golden and Tin Parachutes

Generally, vote FOR shareholder proposals to have golden and tin parachutes submitted for shareholder ratification, provided that such “parachutes” specify change-in-control events and that the proposal does not include unduly restrictive or arbitrary provisions such as advance approval requirements.

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Generally vote AGAINST shareholder proposals to submit executive severance agreements that do not specify change-in-control events, Supplemental Executive Retirement Plans or deferred executive compensation plans for shareholder ratification, unless such ratification is required by the listing exchange.

Review on a CASE-BY-CASE basis all proposals to ratify or cancel golden or tin parachutes.

Employee Stock Ownership Plans (ESOPs)

Generally, vote FOR proposals that request shareholder approval in order to implement an ESOP or to increase authorized shares for existing ESOPs, except in cases when the number of shares allocated to the ESOP is “excessive” (i.e., generally greater than five percent of outstanding shares).

401(k) Employee Benefit Plans

Generally, vote FOR proposals to implement a 401(k) savings plan for employees.

Expensing of Stock Options

Generally, vote AGAINST shareholder proposals to expense stock options before such treatment is required by the Federal Accounting Standards Board.

Holding Periods

Generally, vote AGAINST proposals requiring mandatory periods for officers and directors to hold company stock.

9. State of Incorporation

Voting on State Takeover Statutes

Review on a CASE-BY-CASE basis proposals to opt in or out of state takeover statutes (including control share acquisition statutes, control share cash-out statutes, freezeout provisions, fair price provisions, stakeholder laws, poison pill endorsements, severance pay and labor contract provisions, antigreenmail provisions, and disgorgement provisions).

Voting on Reincorporation Proposals

Proposals to change a company’s state of incorporation should be examined on a CASE-BY-CASE basis, generally supporting management proposals not assessed by the Agent as a potential takeover defense. Generally, vote FOR management reincorporation proposals upon which another key proposal, such as a merger transaction, is contingent if the other key proposal is also supported. Generally, vote AGAINST shareholder reincorporation proposals not also supported by the company.

10. Mergers and Corporate Restructurings

Input from the Investment Professional(s) for a given Fund shall be given primary consideration with respect to proposals regarding business combinations, particularly those between otherwise unaffiliated parties, or other corporate restructurings being considered on behalf of that Fund.

Generally, vote FOR a proposal not typically supported under these Guidelines if a key proposal, such as a merger transaction, is contingent upon its support and a vote FOR is accordingly recommended by the Agent or an Investment Professional.

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Mergers and Acquisitions

Votes on mergers and acquisitions should be considered on a CASE-BY-CASE basis.

Corporate Restructuring

Votes on corporate restructuring proposals, including demergers, minority squeezeouts, leveraged buyouts, spinoffs, liquidations, dispositions, divestitures and asset sales, should be considered on a CASE-BY-CASE basis, with voting decisions generally based on the Agent’s approach to evaluating such proposals.

Adjournment

Generally, vote FOR proposals to adjourn a meeting to provide additional time for vote solicitation when the primary proposal is also voted FOR.

Appraisal Rights

Generally, vote FOR proposals to restore, or provide shareholders with, rights of appraisal.

Changing Corporate Name

Generally, vote FOR changing the corporate name.

11. Mutual Fund Proxies

Election of Directors

Vote the election of directors on a CASE-BY-CASE basis.

Converting Closed-end Fund to Open-end Fund

Vote conversion proposals on a CASE-BY-CASE basis.

Proxy Contests

Vote proxy contests on a CASE-BY-CASE basis.

Investment Advisory Agreements

Vote the investment advisory agreements on a CASE-BY-CASE basis.

Approving New Classes or Series of Shares

Generally, vote FOR the establishment of new classes or series of shares.

Preferred Stock Proposals

Vote the authorization for or increase in preferred shares on a CASE-BY-CASE basis.

1940 Act Policies

Vote these proposals on a CASE-BY-CASE basis.

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Changing a Fundamental Restriction to a Nonfundamental Restriction

Vote these proposals on a CASE-BY-CASE basis.

Change Fundamental Investment Objective to Nonfundamental

Generally, vote AGAINST proposals to change a fund’s fundamental investment objective to nonfundamental.

Name Rule Proposals

Vote these proposals on a CASE-BY-CASE basis.

Disposition of Assets/Termination/Liquidation

Vote these proposals on a CASE-BY-CASE basis.

Changes to the Charter Document

Vote changes to the charter document on a CASE-BY-CASE basis.

Changing the Domicile of a Fund

Vote reincorporations on a CASE-BY-CASE basis.

Change in Fund’s Subclassification

Vote these proposals on a CASE-BY-CASE basis.

Authorizing the Board to Hire and Terminate Subadvisors Without Shareholder Approval

Generally, vote FOR these proposals.

Distribution Agreements

Vote these proposals on a CASE-BY-CASE basis.

Master-Feeder Structure

Generally, vote FOR the establishment of a master-feeder structure.

Mergers

Vote merger proposals on a CASE-BY-CASE basis.

Establish Director Ownership Requirement

Generally, vote AGAINST shareholder proposals for the establishment of a director ownership requirement.

Reimburse Shareholder for Expenses Incurred

Voting to reimburse proxy solicitation expenses should be analyzed on a CASE-BY-CASE basis.

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Terminate the Investment Advisor

Vote to terminate the investment advisor on a CASE-BY-CASE basis.

12. Social and Environmental Issues

These issues cover a wide range of topics. In general, unless otherwise specified herein, vote CASE-BY-CASE. While a wide variety of factors may go into each analysis, the overall principle guiding all vote recommendations focuses on how or whether the proposal will enhance the economic value of the company. Because a company’s board is likely to have access to relevant, non-public information regarding a company’s business, such proposals will generally be voted in a manner intended to give the board (rather than shareholders) latitude to set corporate policy and oversee management.

Absent concurring support from the issuer, compelling evidence of abuse, significant public controversy or litigation, the issuer’s significant history of relevant violations; or activities not in step with market practice or regulatory requirements, or unless provided for otherwise herein, generally vote AGAINST shareholder proposals seeking to dictate corporate conduct, apply existing law, duplicate policies already substantially in place and/or addressed by the issuer, or release information that would not help a shareholder evaluate an investment in the corporation as an economic matter. Such proposals would generally include those seeking preparation of reports and/or implementation or additional disclosure of corporate policies related to issues such as consumer and public safety, environment and energy, labor standards and human rights, military business and political concerns, workplace diversity and non-discrimination, sustainability, social issues, vendor activities, economic risk or matters of science and engineering.

13. Global Proxies

The foregoing Guidelines provided in connection with proxies of U.S. issuers shall also be applied to global proxies where applicable and not provided for otherwise herein. The following provide for differing regulatory and legal requirements, market practices and political and economic systems existing in various global markets.

Unless otherwise provided for herein, it shall generally be the policy of the Funds to vote AGAINST global proxy proposals in cases in which the Agent recommends voting AGAINST such proposal because relevant disclosure by the issuer, or the time provided for consideration of such disclosure, is inadequate. For purposes of these global Guidelines, “AGAINST” shall mean withholding of support for a proposal, resulting in submission of a vote of AGAINST or ABSTAIN, as appropriate for the given market and level of concern raised by the Agent regarding the issue or lack of disclosure or time provided.

In connection with practices described herein that are associated with a firm AGAINST vote, it shall generally be the policy of the Funds to consider them on a CASE-BY-CASE basis if the Agent recommends their support (1) as the issuer or market transitions to better practices (e.g., having committed to new regulations or governance codes) or (2) as the more favorable choice in cases in which shareholders must choose between alternate proposals.

Routine Management Proposals

Generally, vote FOR the following and other similar routine management proposals:

• the opening of the shareholder meeting

• that the meeting has been convened under local regulatory requirements

• the presence of quorum

• the agenda for the shareholder meeting

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• the election of the chair of the meeting

• the appointment of shareholders to co-sign the minutes of the meeting

• regulatory filings (e.g., to effect approved share issuances)

• the designation of inspector or shareholder representative(s) of minutes of meeting

• the designation of two shareholders to approve and sign minutes of meeting

• the allowance of questions

• the publication of minutes

• the closing of the shareholder meeting

Discharge of Management/Supervisory Board Members

Generally, vote FOR management proposals seeking the discharge of management and supervisory board members, unless the Agent recommends AGAINST due to concern about the past actions of the company’s auditors or directors or legal action is being taken against the board by other shareholders, including when the proposal is bundled.

Director Elections

Unless otherwise provided for herein, the Agent’s standards with respect to determining director independence shall apply. These standards generally provide that, to be considered completely independent, a director shall have no material connection to the company other than the board seat.

Agreement with the Agent’s independence standards shall not dictate that a Fund’s vote shall be cast according to the Agent’s corresponding recommendation. Further, the application of Guidelines in connection with such standards shall apply only in cases in which the nominee’s level of independence can be ascertained based on available disclosure. These policies generally apply to director nominees in uncontested elections; votes in contested elections, and votes on director nominees not subject to policies described herein, should be made on a CASE-BY-CASE basis.

For issuers domiciled in Canada, Finland, France, Ireland, the Netherlands, Sweden or tax haven markets, generally vote AGAINST non-independent directors in cases in which the full board serves as the audit committee, or the company does not have an audit committee.

For issuers in all markets, including those in tax haven markets and those in Japan that have adopted the U.S.-style board-with-committees structure, vote AGAINST non-independent directors who sit on the audit committee, or, if the slate of nominees is bundled, vote AGAINST the slate. If the slate is bundled and audit committee membership is unclear, vote FOR if the Agent otherwise recommends support.

In tax haven markets, DO NOT VOTE AGAINST non-independent directors in cases in which the full board serves as the compensation committee, or the company does not have a compensation committee.

DO NOT VOTE AGAINST non-independent directors who sit on the compensation or nominating committees, provided that such committees meet the applicable independence requirements of the relevant listing exchange.

In cases in which committee membership is unclear, consider non-independent director nominees on a CASE-BY-CASE basis if no other issues have been raised in connection with his/her nomination.

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Generally follow Agent’s recommendations to vote AGAINST individuals nominated as outside/non-executive directors who do not meet the Agent’s standard for independence, unless the slate of nominees is bundled, in which case the proposal(s) to elect board members shall be considered on a CASE-BY-CASE basis.

For issuers in Canada and tax haven markets, generally withhold support (AGAINST or ABSTAIN, as appropriate) from bundled slates of nominees if the board is non-majority independent. For issuers in other global markets, generally follow Agent’s standards for withholding support from bundled slates or non-independent directors excluding the CEO, as applicable, if the board is non-majority independent or the board’s independence cannot be ascertained due to inadequate disclosure.

Generally, withhold support (AGAINST or ABSTAIN, as appropriate) from nominees or slates of nominees presented in a manner not aligned with market practice and/or legislation, including:

• bundled slates of nominees (e.g., Hong Kong or France);

• simultaneous reappointment of retiring directors (e.g., South Africa);

• in markets with term lengths capped by legislation or market practice, nominees whose terms exceed the caps or are not disclosed (except that bundled slates with such lack of disclosure shall be considered on a CASE-BY-CASE basis); or

• nominees whose names are not disclosed in advance of the meeting (e.g., Austria, Philippines, Hong Kong or South Africa).

Such criteria will not generally provide grounds for withholding support in countries in which they may be identified as best practice but such legislation or market practice is not yet applicable, unless specific governance shortfalls identified by the Agent dictate that less latitude should be extended to the issuer.

In cases in which cumulative or net voting applies, generally vote with Agent’s recommendation to support nominees asserted by the issuer to be independent, even if independence disclosure or criteria fall short of Agent’s standards.

Consider nominees for whom the Agent has raised concerns regarding scandals or internal controls on a CASE-BY-CASE basis. Generally, withhold support (AGAINST or ABSTAIN, as appropriate) from nominees or slates of nominees when:

• the scandal or shortfall in controls took place at the company, or an affiliate, for which the nominee is being considered;

• culpability can be attributed to the nominee (e.g., nominee manages or audits relevant function), and

• the nominee has been directly implicated, with resulting arrest and criminal charge or regulatory sanction.

For markets such as the tax havens, Canada, Australia, South Africa and Malaysia (and for outside directors in South Korea) in which nominees’ attendance records are adequately disclosed, the Funds’ U.S. Guidelines with respect to director attendance shall apply.

Consider self-nominated director candidates on a CASE-BY-CASE basis, with voting decisions generally based on the Agent’s approach to evaluating such candidates.

Generally vote FOR nominees without regard to “over-boarding” issues raised by the Agent unless other concerns requiring CASE-BY-CASE consideration have been raised.

For companies incorporated in tax haven markets but which trade exclusively in the U.S., the Funds’ U.S. Guidelines with respect to director elections shall apply.

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Board Structure

Generally, vote FOR proposals to fix board size, but also support proposals seeking a board range if the range is reasonable in the context of market practice and anti-takeover considerations. Proposed article amendments in this regard shall be considered on a CASE-BY-CASE basis, with voting decisions generally based on the Agent’s approach to evaluating such proposals.

Director and Officer Indemnification and Liability Protection

Generally, vote in accordance with the Agent’s standards for indemnification and liability protection for officers and directors, voting AGAINST overly broad provisions.

Independent Statutory Auditors

With respect to Japanese companies that have not adopted the U.S.-style board-with-committees structure, vote AGAINST any nominee to the position of “independent statutory auditor” whom the Agent considers affiliated, e.g., if the nominee has worked a significant portion of his career for the company, its main bank or one of its top shareholders. Where shareholders are forced to vote on multiple nominees in a single resolution, vote AGAINST all nominees.

Generally, vote AGAINST incumbent nominees at companies implicated in scandals or exhibiting poor internal controls.

Key Committees

Generally, vote AGAINST proposals that permit non-board members to serve on the audit, compensation or nominating committee, provided that bundled slates may be supported if no slate nominee serves on the relevant committee(s).

Director Remuneration

Consider director compensation plans on a CASE-BY-CASE basis, with voting decisions generally based on the Agent’s approach to evaluating such proposals, while also factoring in the merits of the rationale and disclosure provided. Generally, vote FOR proposals to approve the remuneration of directors as long as the amount is not excessive and there is no evidence of abuse.

Retirement Bonuses

With respect to Japanese companies, generally vote FOR such proposals if all payments are for directors and auditors who have served as executives of the company. Generally vote AGAINST such proposals if one or more payments are for non-executive, affiliated directors or statutory auditors; when one or more of the individuals to whom the grants are being proposed (1) has not served in an executive capacity for the company for at least three years or (2) has been designated by the company as an independent statutory auditor, regardless of the length of time he/she has served. If the Agent raises scandal or internal control considerations, generally vote AGAINST bonus proposals only for nominees whom a Fund is also voting AGAINST for that reason, unless bundled with bonuses for a majority of retirees a Fund is voting FOR.

Stock Option Plans for Independent Internal Statutory Auditors

With respect to Japanese companies, follow the Agent’s guidelines with respect to proposals regarding option grants to independent internal statutory auditors, generally voting AGAINST such plans.

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Compensation Plans

Unless otherwise provided for herein, votes with respect to compensation plans, and awards thereunder or capital issuances in support thereof, should be determined on a CASE-BY-CASE basis, with voting decisions generally based on the Agent’s approach to evaluating such plans, considering quantitative or qualitative factors as appropriate for the market.

Amendment Procedures for Equity Compensation Plans and ESPPs

For Toronto (Canada) Stock Exchange issuers, votes with respect to amendment procedures for security-based compensation arrangements and employee share purchase plans shall generally be cast in a manner designed to preserve shareholder approval rights, with voting decisions generally based on the Agent’s recommendation.

Shares Reserved for Equity Compensation Plans

Unless otherwise provided for herein, voting decisions shall generally be based on the Agent’s methodology, including classification of a company’s stage of development as growth or mature and the corresponding determination as to reasonability of the share requests.

Generally, vote AGAINST equity compensation plans (e.g., option, warrant, restricted stock or employee share purchase plans or participation in company offerings such as IPOs or private placements), the issuance of shares in connection with such plans, or related management proposals that:

• exceed Agent’s recommended dilution limits, including cases in which the Agent suggests dilution assessment is precluded by inadequate disclosure;

• provide deep or near-term discounts to executives or directors, unless discounts to executives are deemed by the Agent to be adequately mitigated by other requirements such as long-term vesting (e.g., Japan);

• are administered by potential grant recipients;

• permit financial assistance in the form of non-recourse (or essentially non-recourse) loans in connection with executive’s participation;

• for matching share plans, do not meet the Agent’s standards, considering holding period, discounts, dilution, purchase price and performance criteria;

• provide for vesting upon change in control if deemed by the Agent to evidence a conflict of interest or anti-takeover device;

• provide no disclosure regarding vesting or performance criteria (provided that proposals providing disclosure in one or both areas, without regard to Agent’s criteria for such disclosure, shall be supported provided they otherwise satisfy these Guidelines);

• allow plan administrators to make material amendments without shareholder approval unless adequate prior disclosure has been provided, with such voting decisions generally based on the Agent’s approach to evaluating such plans; or

• provide for retesting in connection with achievement of performance hurdles unless the Agent’s analysis indicates that (1) performance targets are adequately increased in proportion to the additional time available, (2) the retesting is de minimis as a percentage of overall compensation or is acceptable relative to market practice, or (3) the issuer has committed to cease retesting within a reasonable period of time.

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Generally, vote FOR such plans/awards or the related issuance of shares that (1) do not suffer from the defects noted above or (2) otherwise meet the Agent’s tests if the considerations raised by the Agent pertain primarily to performance hurdles, contract or notice periods, discretionary bonuses or vesting upon change in control (other than addressed above), provided the company has provided a reasonable rationale in support of the relevant plan/award, practice or participation.

Consider proposals in connection with such plans or the related issuance of shares in other instances on a CASE-BY-CASE basis.

Remuneration Reports

Generally, withhold support (AGAINST or ABSTAIN as appropriate for specific market and level of concerns identified by the Agent) from remuneration reports that include compensation plans permitting:

(1) practices or features not supported under these Guidelines, including financial assistance under the conditions described above;

(2) retesting deemed by the Agent to be excessive relative to market practice (irrespective of the Agent’s support for the report as a whole);

(3) equity award valuation triggering a negative recommendation from the Agent; or

(4) provisions for retirement benefits or equity incentive awards to outside directors if not in line with market practice, except that reports will generally be voted FOR if contractual components are reasonably aligned with market practices on a going-forward basis (e.g., existing obligations related to retirement benefits or terms contrary to evolving standards would not preclude support for the report).

Reports receiving the Agent’s support and not triggering the concerns cited above will generally be voted FOR. Unless otherwise provided for herein, reports not receiving the Agent’s support due to concerns regarding severance/termination payments, “leaver” status, incentive structures and vesting or performance criteria not otherwise supported by these Guidelines shall be considered on a CASE-BY-CASE basis, factoring in the merits of the rationale and disclosure provided. Reports with unsupported features may be voted FOR in cases in which the Agent recommends their initial support as the issuer or market transitions to better practices (e.g., having committed to new regulations or governance codes).

Shareholder Proposals Regarding Executive and Director Pay

The Funds’ U.S. Guidelines with respect to such shareholder proposals shall apply.

General Share Issuances

Unless otherwise provided for herein, voting decisions shall generally be based on the Agent’s practice to vote FOR general issuance requests with preemptive rights to a maximum of 100 percent over currently issued capital, general issuance requests without preemptive rights to a maximum of 20 percent of currently issued capital, and requests to reissue repurchased shares if the related general issuance request is also supported.

Consider specific issuance requests on a CASE-BY-CASE basis based on the proposed use and the company’s rationale.

Generally, vote AGAINST proposals to issue shares (with or without preemptive rights), or to grant rights to acquire shares, in cases in which concerns have been identified by the Agent with respect to inadequate disclosure, inadequate restrictions on discounts, or authority to refresh share issuance amounts without prior shareholder approval.

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Increases in Authorized Capital

Unless otherwise provided for herein, voting decisions should generally be based on the Agent’s approach, as follows:

• Generally, vote FOR nonspecific proposals, including bundled proposals, to increase authorized capital up to 100 percent over the current authorization unless the increase would leave the company with less than 30 percent of its new authorization outstanding.

• Vote FOR specific proposals to increase authorized capital, unless:

• the specific purpose of the increase (such as a share-based acquisition or merger) does not meet these Guidelines for the purpose being proposed; or

• the increase would leave the company with less than 30 percent of its new authorization outstanding after adjusting for all proposed issuances.

• Vote AGAINST proposals to adopt unlimited capital authorizations.

• The Agent’s market-specific exceptions to the above parameters (e.g., The Netherlands, due to hybrid market controls) shall be applied.

Preferred Stock

Unless otherwise provided for herein, voting decisions should generally be based on the Agent’s approach, including:

• Vote FOR the creation of a new class of preferred stock or issuances of preferred stock up to 50 percent of issued capital unless the terms of the preferred stock would adversely affect the rights of existing shareholders.

• Vote FOR the creation/issuance of convertible preferred stock as long as the maximum number of common shares that could be issued upon conversion meets the Agent’s guidelines on equity issuance requests.

• Vote AGAINST the creation of (1) a new class of preference shares that would carry superior voting rights to the common shares or (2) blank check preferred stock unless the board states that the authorization will not be used to thwart a takeover bid.

Poison Pills/Protective Preference Shares

Generally, vote AGAINST management proposals in connection with poison pills or anti-takeover activities (e.g., issuances, transfers or repurchases) that do not meet the Agent’s standards. Generally vote in accordance with Agent’s recommendation to withhold support from a nominee in connection with poison pill or anti-takeover considerations when culpability for the actions can be specifically attributed to the nominee. Generally DO NOT VOTE AGAINST director remuneration in connection with poison pill considerations raised by the Agent.

Approval of Financial Statements and Director and Auditor Reports

Generally, vote FOR management proposals seeking approval of financial accounts and reports, unless there is concern about the company’s financial accounts and reporting, which, in the case of related party transactions, would include concerns raised by the Agent regarding consulting agreements with non-executive directors. However, generally do not withhold support from such proposals in connection with remuneration practices otherwise supported under these Guidelines or as a means of expressing disapproval of broader practices of the issuer or its board.

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Remuneration of Auditors

Generally, vote FOR proposals to authorize the board to determine the remuneration of auditors, unless there is evidence of excessive compensation relative to the size and nature of the company.

Indemnification of Auditors

Generally, vote AGAINST proposals to indemnify auditors.

Ratification of Auditors and Approval of Auditors’ Fees

Generally, follow the Agent’s standards for proposals seeking auditor ratification or approval of auditors’ fees, which indicate a vote FOR such proposals for companies in the MSCI EAFE index, provided the level of audit fee disclosure meets the Agent’s standards. In other cases, generally vote FOR such proposals unless there are material concerns raised by the Agent about the auditor’s practices or independence.

Allocation of Income and Dividends

Generally, vote FOR management proposals concerning allocation of income and the distribution of dividends.

Stock (Scrip) Dividend Alternatives

Generally, vote FOR most stock (scrip) dividend proposals, but vote AGAINST proposals that do not allow for a cash option unless management demonstrates that the cash option is harmful to shareholder value.

Debt Instruments

Generally, vote AGAINST proposals authorizing excessive discretion, as assessed by the Agent, to a board to issue or set terms for debt instruments (e.g., commercial paper).

Debt Issuance Requests

When evaluating a debt issuance request, the issuing company’s present financial situation is examined. The main factor for analysis is the company’s current debt-to-equity ratio, or gearing level. A high gearing level may incline markets and financial analysts to downgrade the company’s bond rating, increasing its investment risk factor in the process. A gearing level up to 100 percent is considered acceptable.

Generally, vote FOR debt issuances for companies when the gearing level is between zero and 100 percent. Review on a CASE-BY-CASE basis proposals where the issuance of debt will result in the gearing level being greater than 100 percent, or for which inadequate disclosure precludes calculation of the gearing level, comparing any such proposed debt issuance to industry and market standards, and with voting decisions generally based on the Agent’s approach to evaluating such requests.

Financing Plans

Generally, vote FOR the adoption of financing plans if they are in the best economic interests of shareholders.

Related Party Transactions

Consider related party transactions on a CASE-BY-CASE basis. Generally, vote FOR approval of such transactions unless the agreement requests a strategic move outside the company’s charter or contains unfavorable terms.

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Approval of Donations

Generally, vote AGAINST such proposals unless adequate, prior disclosure of amounts is provided.

Capitalization of Reserves

Generally, vote FOR proposals to capitalize the company’s reserves for bonus issues of shares or to increase the par value of shares.

Article Amendments

Review on a CASE-BY-CASE basis all proposals seeking amendments to the articles of association.

Generally, vote FOR an article amendment if:

• it is editorial in nature;

• shareholder rights are protected;

• there is negligible or positive impact on shareholder value;

• management provides adequate reasons for the amendments or the Agent otherwise supports management’s position;

• it seeks to discontinue and/or delist a form of the issuer’s securities in cases in which the relevant Fund does not hold the affected security type; or

• the company is required to do so by law (if applicable).

Generally, vote AGAINST an article amendment if:

• it removes or lowers quorum requirements for board or shareholder meetings below levels recommended by the Agent;

• it reduces relevant disclosure to shareholders;

• it seeks to align the articles with provisions of another proposal not supported by these Guidelines;

• it is not supported under these Guidelines, is presented within a bundled proposal, and the Agent deems the negative impact, on balance, to outweigh any positive impact; or

• it imposes a negative impact on existing shareholder rights, including rights of the Funds, to the extent that any positive impact would not be deemed by the Agent to be sufficient to outweigh removal or diminution of such rights.

With respect to article amendments for Japanese companies:

• Generally vote FOR management proposals to amend a company’s articles to expand its business lines.

• Generally vote FOR management proposals to amend a company’s articles to provide for an expansion or reduction in the size of the board, unless the expansion/reduction is clearly disproportionate to the growth/decrease in the scale of the business or raises anti-takeover concerns.

• If anti-takeover concerns exist, generally vote AGAINST management proposals, including bundled proposals, to amend a company’s articles to authorize the Board to vary the annual meeting record date or to otherwise align them with provisions of a takeover defense.

• Generally follow the Agent’s guidelines with respect to management proposals regarding amendments to authorize share repurchases at the board’s discretion, voting AGAINST proposals unless there is little to no likelihood of a “creeping takeover” (major shareholder owns nearly enough shares to reach a

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critical control threshold) or constraints on liquidity (free float of shares is low), and where the company is trading at below book value or is facing a real likelihood of substantial share sales; or where this amendment is bundled with other amendments which are clearly in shareholders’ interest.

Other Business

In connection with global proxies, vote in accordance with the Agent’s market-specific recommendations on management proposals for Other Business, generally AGAINST.

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