ING FUNDS TRUST, 497, 1998-12-21

ING FUNDS TRUST
497, 1998-12-21

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<PAGE> 1
Rule 497 (c)
Registration No. 333-59745

ING FUNDS TRUST PROSPECTUS
P.O. BOX 1239
MALVERN, PA 19355-9836
GENERAL & ACCOUNT INFORMATION: 1-877-INFO-ING OR 1-877-463-6464

This Prospectus describes thirteen funds (each, a "Fund" and, collectively,
the "Funds") of the ING Funds Trust (the "Trust"), managed by ING Mutual Funds
Management Co. LLC, a Delaware limited liability company (the "Manager"). The
Manager has delegated certain of its investment advisory activities to the
sub-advisers described herein (each a "Sub-Adviser", and collectively, the
"Sub-Advisers"). The Manager and its Sub-Advisers are wholly-owned indirect
subsidiaries of ING Groep, N.V. ("ING Group"). The Funds and their investment
objectives are:

Each of the ING Large Cap Growth Fund, ING Mid Cap Growth Fund, ING Small
Cap Growth Fund, ING International Equity Fund, ING Emerging Markets Equity
Fund, ING European Equity Fund, ING Focus Fund, ING Global Brand Names Fund and
ING Global Information Technology Fund seeks to provide investors with long-term
capital appreciation.

Each of the ING Growth & Income Fund, ING Balanced Fund and ING Global Real
Estate Fund seeks to provide investors with high total return.

The ING Tax Efficient Equity Fund seeks to provide taxable investors with a
high total return on an after-tax basis.

Each Fund offers four different classes of shares--Class A shares, Class B
shares, Class C shares and Class X shares. The Class A, Class B and Class C
shares are offered in this Prospectus. The Class X shares are offered under a
separate prospectus and may be purchased only by certain qualified investors
(including, but not limited to, IRAs, Roth IRAs, Education IRAs, SEP IRAs,
Simple IRAs and 403(b)(7) plans). Shares of the Funds are sold to the public by
ING Funds Distributor, Inc. (the "Distributor").

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SHARES OF THE TRUST ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY ING GROUP OR ITS AFFILIATES, AND ARE NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER GOVERNMENT
AGENCY AND MAY INVOLVE INVESTMENT RISK, INCLUDING THE POSSIBLE LOSS OF
PRINCIPAL. THE NET ASSET VALUE OF THE FUNDS WILL FLUCTUATE FROM TIME TO TIME.
THERE CAN BE NO ASSURANCE THAT THE FUNDS' INVESTMENT OBJECTIVES WILL BE
ACHIEVED.

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

This Prospectus sets forth concisely the information a prospective investor
should know before investing in the Funds and should be read and retained for
information about each Fund. A statement of additional information (the "SAI"),
dated October 30, 1998, containing additional and more detailed information
about the Funds, has been filed with the Securities and Exchange Commission
("SEC") and is hereby incorporated by reference into this Prospectus. The SEC
maintains a Web site (http://www.sec.gov) that contains the SAI, material
incorporated by reference, and other information regarding the Funds. The SAI is
also available without charge and can be obtained by writing or calling the
Funds at the address and telephone number printed above.

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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

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

October 30, 1998
<PAGE> 2

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
HIGHLIGHTS.................................................. 1
FUND EXPENSES............................................... 5
THE INVESTMENT POLICIES AND PRACTICES OF THE FUNDS.......... 14
MANAGEMENT OF THE FUNDS..................................... 17
FUND SHARE VALUATION........................................ 23
PURCHASE OF FUND SHARES..................................... 24
PURCHASE PLANS.............................................. 28
REDEMPTION OF FUND SHARES................................... 29
REDEMPTION PLANS............................................ 31
EXCHANGE OF FUND SHARES..................................... 31
DIVIDENDS, DISTRIBUTIONS AND TAX MATTERS.................... 32
DESCRIPTION OF SECURITIES AND INVESTMENT PRACTICES.......... 34
RISKS OF INVESTING IN THE FUNDS............................. 42
OTHER INFORMATION........................................... 45
</TABLE>
<PAGE> 3
ING FUNDS TRUST 1
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HIGHLIGHTS

THE FUNDS

Each Fund is a separate investment fund or portfolio, commonly known as a
mutual fund. The Funds are portfolios of the ING Funds Trust (the "Trust"), a
Delaware business trust organized under the laws of the State of Delaware as an
open-end management investment company on July 30, 1998. The Trust's Board of
Trustees oversees the overall management of the Funds and elects the officers of
each Fund.
INVESTMENT OBJECTIVES AND POLICIES OF THE FUNDS

This Prospectus describes thirteen funds managed by ING Mutual Funds
Management Co. LLC (the "Manager") and sub-advised by the applicable
Sub-Adviser. Each Fund has a distinct investment objective and policies. There
can be no assurance that any Fund will achieve its investment objective.

ING Large Cap Growth Fund. The ING Large Cap Growth Fund seeks to provide
investors with long-term capital appreciation. Under normal market conditions,
the Fund will invest at least 65% of its total assets in equity securities of
large companies (i.e., companies with market capitalizations of more than $1
billion at the time of acquisition).

ING Growth & Income Fund. The ING Growth & Income Fund seeks to provide
investors with high total return. Under normal market conditions, the Fund will
invest at least 65% of its total assets in equity securities. As a general
matter, the Fund expects these investments to earn income.

ING Small Cap Growth Fund. The ING Small Cap Growth Fund seeks to provide
investors with long-term capital appreciation. Under normal market conditions,
the Fund will invest at least 65% of its total assets in equity securities of
smaller companies (i.e., companies with market capitalizations falling within
the Russell 2500 Growth at the time of acquisition).

ING Balanced Fund. The ING Balanced Fund seeks to provide investors with
high total return. The Fund primarily invests in a combination of mid- and
large-capitalization equity securities, intermediate-maturity fixed income
securities and money market instruments. The average maturity of the fixed
income securities in the Fund will, under normal circumstances, be approximately
five years, although this will vary with changing market conditions.

ING Global Brand Names Fund. The ING Global Brand Names Fund is a
non-diversified fund that seeks to provide investors with long-term capital
appreciation. Under normal conditions, the Fund will invest at least 65% of its
total assets in the equity securities of companies located in at least three
different countries including the United States, which, in the Sub-Adviser's
opinion, have well recognized franchises, a global presence and derive most of
their revenues from sales of consumer goods. The companies in which the Fund
invests either have leading market positions or, in the Sub-Adviser's opinion
have the potential to achieve leading market positions in the foreseeable
future.

ING Emerging Markets Equity Fund. The ING Emerging Markets Equity Fund
seeks to provide investors with long-term capital appreciation. Under normal
market conditions, the Fund will invest at least 65% of its total assets in
equity securities of emerging market issuers. Under normal market conditions,
the Fund will maintain investments in at least seven emerging market countries
and will not invest more than 25% of its total assets in any one emerging market
country. For these purposes, the Fund defines an emerging market country as any
country the economy and market of which the World Bank or the United Nations
considers to be emerging or developing or any country determined by the Sub-
Advisers to have emerging economics or developing markets. The Fund considers
emerging market issuers to be companies the securities of which are principally
traded in the capital markets of emerging market countries, that derive at least
50% of their total revenue from either goods produced or services rendered in
emerging market countries, regardless of where the securities of such companies
are principally traded, or that are organized under the laws of and have a
principal office in an emerging market country.

ING European Equity Fund. The ING European Equity Fund seeks to provide
investors with long-term capital appreciation. Under normal market conditions,
the Fund will invest at least 65% of its total assets in equity securities of
European issuers. For these purposes, the Fund considers European issuers to be
companies the securities of which are principally traded in the European capital
markets, that derive at least 50% of their total revenue from either goods
produced or services rendered in countries located in Europe, regardless of
where the securities of such companies are principally
<PAGE> 4
2 ING FUNDS TRUST
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traded, or that are organized under the laws of and have a principal office in a
European country.

ING Tax Efficient Equity Fund. The ING Tax Efficient Equity Fund seeks to
provide taxable investors with high total return on an after-tax basis. In
attempting to achieve its investment objective, the Fund under normal market
conditions will invest at least 80% of its total assets in a diversified
portfolio of equity securities and instruments whose returns depend upon stock
market prices and will manage its portfolio in a manner that will defer the
realization of accrued capital gains. The Fund may invest up to 10% of its total
assets in non-U.S. securities.

ING Focus Fund. The ING Focus Fund is a non-diversified fund that seeks to
provide investors with long-term capital appreciation. Under normal market
conditions, the Fund will invest in a non-diversified portfolio of 20 to 40
equity securities. The Sub-Adviser seeks to invest the Fund in companies that
possess the potential for reliable, above average earnings growth and that are
reasonably valued relative to their growth potential. To find such companies,
the Sub-Adviser identifies companies or industries that are likely to benefit
from significant fundamental change. Such significant fundamental change could
be the result of, among other factors, (i) the development of innovative
products or services that could create new markets, (ii) the development of more
efficient methods of manufacturing or distribution, (iii) positive regulatory
change, (iv) greater access to capital, or (v) change in industry concentration
or company ownership. The Sub-Adviser also seeks companies that have exhibited
consistent growth in the past. The Sub-Adviser assesses management's ability and
analyzes industry conditions and competition to determine the sustainability of
a company's growth and profitability.

ING Global Information Technology Fund. The ING Global Information
Technology Fund seeks to provide investors with long-term capital appreciation.
Under normal market conditions, the Fund will invest at least 65% of its total
assets in the equity securities of information technology companies located in
at least three different countries including the United States. For these
purposes, the Fund defines information technology companies as those companies
with primary business operations in either the information technology, hardware
and software industries, or related consulting and services industries.

ING Global Real Estate Fund. The ING Global Real Estate Fund is a
non-diversified Fund that seeks to provide investors with high total return.
Under normal market conditions, the Fund will invest at least 65% of its total
assets in equity securities of issuers located in at least three different
countries including the United States that are principally engaged in the real
estate industry.

All Funds. All Funds may also use various investment strategies and
techniques when a Sub-Adviser determines that such use is appropriate in an
effort to meet a Fund's investment objective. For additional information
concerning the investment policies, practices and risk consideration of the
Funds, see "The Investment Policies and Practices of the Funds" and "Risks of
Investing in the Funds."
INVESTMENT RISKS

General. The price per share of each Fund will fluctuate with changes in
value of the investments held by such Fund. Additionally, there can be no
assurance that the Funds will achieve their investment objectives or be
successful in preventing or minimizing the risk of loss that is inherent in
investing in particular types of investment products.

Investments in mid- and small-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 growth companies or the market averages
in general.

Investment in issuers that are principally 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.

Risks of Techniques Involving Leverage. Utilization of leverage involves
special risks and may involve speculative
<PAGE> 5
ING FUNDS TRUST 3
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investment techniques. Certain Funds may borrow for other
than temporary or emergency purposes, lend their securities, enter into reverse
repurchase agreements and purchase securities on a when issued or forward
commitment basis and engage in dollar roll transactions. Each of these
transactions involve the use of "leverage" when cash made available to the Fund
through the investment technique is used to make additional portfolio
investments.

The risks of leverage include a higher volatility of the net asset value of
the Fund's shares and the relatively greater effect on the net asset value of
the shares caused by favorable or adverse market movements or changes in the
cost of cash obtained by leveraging and the yield obtained from investing the
cash. The risks of leverage may be considered speculative.

Foreign Securities. Investments in securities of issuers in any foreign
country involve special risk considerations not typically associated with
investing in U.S. companies. These risks are often heightened for investments in
developing or emerging markets.

Non-diversified Investment Companies. The ING Global Brand Names Fund, the
ING Focus Fund and the ING Global Real Estate Fund are classified as
non-diversified investment companies under the Investment Company Act of 1940,
as amended, (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. The investment of a large percentage of a 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.

Concentration. The ING Global Information Technology Fund and ING Global
Real Estate Fund "concentrate" (for purposes of the 1940 Act) their assets in
securities related to a particular sector or industry. 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.

For additional information concerning the risks of investing in the Funds,
see "Risks of Investing in the Funds."
MANAGEMENT OF THE FUNDS

As manager of the Funds, the Manager has overall responsibility, subject to
the supervision of the Board of Trustees, for engaging sub-advisers and for
monitoring and evaluating the management of the assets of each Fund by its
respective Sub-Adviser. The Manager also provides certain administrative
services necessary for the Funds' operations. Pursuant to a Management
Agreement, the Trust currently pays the Manager for its services a monthly fee
at an annual rate based on the average daily net assets of each Fund. See "Fund
Expenses -- Fee Table" and "Management of the Funds -- The Manager." All of the
Sub-Advisers are indirect subsidiaries of ING Group and are affiliates of each
other and the Manager and ING Funds Distributor, Inc. ("Distributor").

Baring Asset Management, Inc. ("BAM") serves as sub-adviser to the ING
Large Cap Growth Fund and ING Small Cap Growth Fund and as co-sub-adviser, with
Baring International Investment Limited ("BIIL") and Baring International
Investment (Far East) Limited ("BIFL"), to the ING International Equity Fund and
ING Emerging Markets Equity Fund. Furman Selz Capital Management LLC ("FSCM")
serves as sub-adviser to the ING Mid Cap Growth Fund, ING Balanced Fund and ING
Focus Fund. ING Investment Management Advisors B.V. ("IIMA") serves as
sub-adviser to the ING European Equity Fund, ING Global Brand Names Fund, ING
Global Information Technology Fund and ING Global Real Estate Fund. ING
Investment Management LLC ("IIM") serves as sub-adviser to the ING Growth &
Income Fund. Delta Asset Management ("DELTA"), a division of FSCM, serves as
sub-adviser to the ING Tax Efficient Equity Fund. BAM, BIIL, BIFL, FSCM, IIMA,
IIM and DELTA may be referred to herein individually as a "Sub-Adviser" and
collectively as the "Sub-Advisers." For their services, the Sub-Advisers receive
a fee from the Manager based on their respective Fund's average daily net
assets. See "Management of the Funds -- The Sub-Advisers."

The Sub-Advisers have full investment discretion and make all
determinations with respect to the investment of each Fund's assets and the
purchase and sale of portfolio securities consistent with the investment
objectives, policies, and restrictions for such Fund.
OTHER SERVICE PROVIDERS

The Distributor distributes the Funds' shares and may be compensated for
certain of its distribution-related expenses. ING Fund Services Co. LLC ("ING
Fund Services") has entered into a Fund Services Agreement with the Funds
pursuant to which ING Fund Services will perform or engage third parties to
perform transfer agency, fund accounting, account servicing, and other services.
ING Fund Services has hired DST Systems, Inc. ("DST") to act as the Funds'
transfer agent and First Data Investor Services Group ("First Data") to act as
the Funds' fund accounting agent.
CLASSES OF SHARES

you qualify for any reduction or waiver of any applicable sales charge (e.g., if
you are exempt from the sales charge, you must invest in Class A shares), (iv)
the various exchange privileges among the different classes of shares and (v)
the fact that Class B and X shares automatically convert to Class A shares after
eight years. The Class A, Class B and Class C shares are offered in this
Prospectus.

A broker-dealer may receive different levels of compensation depending on
which class of shares is sold. The Distributor may also provide additional
compensation to dealers in connection with selling shares of the Funds or for
their own company-sponsored sales programs. Additional compensation or
assistance may be provided to dealers and includes, but is not limited to,
payment or reimbursement for educational, training and sales conferences or
programs for their employees. In some cases, this compensation may only be
available to dealers whose representatives have sold or are expected to sell
significant amounts of shares. The Distributor will make these payments from its
own resources and none of the aforementioned additional compensation is paid for
by the applicable Fund or its shareholders.

Class A Shares. An investor who purchases Class A shares pays a maximum
sales charge of 5.75% at the time of purchase. As a result, Class A shares are
not subject to any charges when they are redeemed (except for sales at net asset
value in excess of $1 million which may be subject to a contingent deferred
sales charge ("CDSC") at the time of redemption). The initial sales charge may
be reduced or waived for certain purchases. Class A shares are also subject to
an annual Rule 12b-1 fee of up to 0.50% of average daily net assets attributable
to Class A shares. This fee is lower than the other classes having Rule 12b-1
fees and therefore Class A shares may have lower expenses and may pay higher
dividends. See "Purchase of Fund Shares."

Class B Shares. Class B shares are sold without an initial sales charge,
but are subject to a CDSC of 5.00% if redeemed within one year of purchase, with
declining charges for redemptions thereafter up to six years after purchase.
Class B shares are also subject to a higher annual Rule 12b-1 fee than Class A
shares -- up to 0.75% of the Fund's average daily net assets attributable to
Class B shares. However, after eight years, Class B shares automatically will be
converted to Class A shares at no charge to the investor, resulting in a lower
Rule 12b-1 fee thereafter. Class B shares provide the benefit of putting all
dollars to work from the time of investment, but will have a higher expense
ratio and may pay lower dividends than Class A shares due to the higher Rule
12b-1 fee and any other class specific expenses. See "Purchase of Fund Shares."

Class C Shares. Class C shares are sold without an initial sales charge,
but are subject to a CDSC of 1.00% if redeemed within one year of purchase.
Class C shares also are subject to a higher annual Rule 12b-1 fee than the Class
A shares -- up to 0.75% of the Fund's average daily net assets attributable to
Class C shares. Class C shares provide the benefit of putting all dollars to
work from the time of investment, but will have a higher expense ratio and may
pay lower dividends than Class A shares due to the higher Rule 12b-1 fee and any
other class specific expenses. While Class C shares do not convert to Class A
shares, they do not have to be held for as long a time (one year) as Class B
shares to avoid paying a CDSC. See "Purchase of Fund Shares."

Class X Shares. Each Fund offers Class X shares under a separate
prospectus. The Class X shares has different sales charges and other expenses,
which may affect performance. The Class X shares may be purchased only by
certain qualified investors (including, but not limited to, IRAs, Roth IRAs, SEP
IRAs, Simple IRAs and 403(b)(7) plans). If you are interested in further
information concerning the Class X shares, please call the Funds and request a
prospectus at 1-877-INFO-ING or contact your authorized broker or investment
adviser.

All Classes. Each Class of shares is also subject to shareholder servicing
fees of up to 0.25% of average daily net assets attributable to such shares and
account servicing fees of up to 0.25% of average daily net assets attributable
to such shares. See "Management of the Funds -- Shareholder Servicing Plan" and
"Management of the Funds -- Fund Accountant, Transfer Agent and Account
Services."
<PAGE> 7
ING FUNDS TRUST 5
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FUND EXPENSES

The purpose of the following tables is to assist investors in understanding
the various costs and expenses that an investor in each Fund will bear, either
directly or indirectly. Each Fund's costs and expenses are based upon estimates
of the Fund's operating expenses for the Fund's first fiscal year:

FEE TABLE

<TABLE>
<CAPTION>
ING LARGE CAP GROWTH FUND ING GROWTH & INCOME FUND
--------------------------- ---------------------------
CLASS A CLASS B CLASS C CLASS A CLASS B CLASS C
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price)(1).................. 5.75% NONE NONE 5.75% NONE NONE
Maximum Sales Load Imposed on Reinvested Dividends
(as a percentage of offering price)..................... NONE NONE NONE NONE NONE NONE
Maximum Contingent Deferred Sales Load
(as a percentage of the lesser of the net asset value at
the time of redemption or at the time of purchase)(2)... NONE 5.00% 1.00% NONE 5.00% 1.00%
ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE
DAILY NET ASSETS)
Management Fees (after waivers)*.......................... 0.19% 0.19% 0.19% 0.19% 0.19% 0.19%
12b-1 Fees (after waivers)*............................... 0.10% 0.75% 0.75% 0.10% 0.75% 0.75%
Shareholder Servicing Fees................................ 0.25% 0.25% 0.25% 0.25% 0.25% 0.25%
Other Expenses (after waivers) **......................... 0.75% 0.75% 0.75% 0.75% 0.75% 0.75%
---- ---- ---- ---- ---- ----
TOTAL FUND OPERATING EXPENSES (AFTER WAIVERS)***.......... 1.29% 1.94% 1.94% 1.29% 1.94% 1.94%
==== ==== ==== ==== ==== ====
</TABLE>

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<TABLE>
<S> <C>
(1) Under certain circumstances, purchases of Class A shares not
subject to an initial sales charge will be subject to a CDSC
if redeemed within 12 months of the calendar month of
purchase. For an additional discussion of the Class A CDSC,
see this Prospectus under "Purchase of Fund Shares."
(2) If you purchase Class B shares, you do not pay an initial
sales charge but you may incur a CDSC if you redeem some or
all of your Class B shares before the end of the sixth year
after which you purchased such shares. The CDSC for
redemptions occurring in years one through six,
respectively, is 5%, 4%, 4%, 3%, 2% and 1% of the lesser of
the net asset value of the shares at the time of redemption
or at the time of purchase. The CDSC is not imposed on the
amount of any increase in your account value over the amount
invested. No CDSC is charged after the sixth year. If you
purchase Class C shares, you do not pay an initial sales
charge but you may incur a CDSC if you redeem some or all of
your Class C shares within 12 months of the calendar month
of purchase. For a discussion of the Class B and C CDSC, see
this Prospectus under "Purchase of Fund Shares."
* Management Fees consisting of investment advisory and
administrative fees (before waivers) would be 0.75% annually
of the average daily net assets for each Fund. Rule 12b-1
Fees (before waivers) would be 0.50% annually of the average
daily net assets for each Fund's Class A shares. The fee
waivers reflected in the table are voluntary and may be
modified or terminated at any time without the Funds'
consent.
** Under the Fund Services Agreement, each Fund may pay ING
Fund Services annually up to $40,000 for fund accounting
services plus out-of-pocket expenses, $17 per an account for
transfer agency services plus out-of-pocket expenses and up
to 0.25% of the Fund's average daily net assets annually for
account servicing activities. Each Fund currently waives
0.05% of such fees. ING Fund Services may engage third
parties to perform some or all of these services. The fee
waivers are voluntary and may be modified or terminated at
any time without the Funds' consent. (See "Management of the
Fund -- Fund Accountant, Transfer Agent and Account
Services" in the Prospectus.)
*** Total Fund Operating Expenses (before waivers) for each Fund
would be 2.30% for Class A shares and 2.55% for Class B and
C shares.
</TABLE>
<PAGE> 8
6 ING FUNDS TRUST
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FEE TABLE

<TABLE>
<CAPTION>
ING MID CAP GROWTH FUND ING SMALL CAP GROWTH FUND
--------------------------- ---------------------------
CLASS A CLASS B CLASS C CLASS A CLASS B CLASS C
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price)(1).................. 5.75% NONE NONE 5.75% NONE NONE
Maximum Sales Load Imposed on Reinvested Dividends
(as a percentage of offering price)..................... NONE NONE NONE NONE NONE NONE
Maximum Contingent Deferred Sales Load
(as a percentage of the lesser of the net asset value at
the time of redemption or at the time of purchase)(2)... NONE 5.00% 1.00% NONE 5.00% 1.00%
ANNUAL FUND OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS)
Management Fees (after waivers)*.......................... 0.25% 0.25% 0.25% 0.25% 0.25% 0.25%
12b-1 Fees (after waivers)*............................... 0.10% 0.75% 0.75% 0.10% 0.75% 0.75%
Shareholder Servicing Fees................................ 0.25% 0.25% 0.25% 0.25% 0.25% 0.25%
Other Expenses (after waivers) **......................... 0.75% 0.75% 0.75% 0.75% 0.75% 0.75%
---- ---- ---- ---- ---- ----
TOTAL FUND OPERATING EXPENSES (AFTER WAIVERS)***.......... 1.35% 2.00% 2.00% 1.35% 2.00% 2.00%
==== ==== ==== ==== ==== ====
</TABLE>

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<TABLE>
<S> <C>
(1) Under certain circumstances, purchases of Class A shares not
subject to an initial sales charge will be subject to a CDSC
if redeemed within 12 months of the calendar month of
purchase. For an additional discussion of the Class A CDSC,
see this Prospectus under "Purchase of Fund Shares."
(2) If you purchase Class B shares, you do not pay an initial
sales charge but you may incur a CDSC if you redeem some or
all of your Class B shares before the end of the sixth year
after which you purchased such shares. The CDSC for
redemptions occurring in years one through six,
respectively, is 5%, 4%, 4%, 3%, 2% and 1% of the lesser of
the net asset value of the shares at the time of redemption
or at the time of purchase. The CDSC is not imposed on the
amount of any increase in your account value over the amount
invested. No CDSC is charged after the sixth year. If you
purchase Class C shares, you do not pay an initial sales
charge but you may incur a CDSC if you redeem some or all of
your Class C shares within 12 months of the calendar month
of purchase. For a discussion of the Class B and C CDSC, see
this Prospectus under "Purchase of Fund Shares."
* Management Fees consisting of investment advisory and
administrative fees (before waivers) would be 1.00% annually
of the average daily net assets for each Fund. Rule 12b-1
Fees (before waivers) would be 0.50% annually of the average
daily net assets for each Fund's Class A shares. The fee
waivers reflected in the table are voluntary and may be
modified or terminated at any time without the Funds'
consent.
** Under the Fund Services Agreement, each Fund may pay ING
Fund Services annually up to $40,000 for fund accounting
services plus out-of-pocket expenses, $17 per an account for
transfer agency services plus out-of-pocket expenses and up
to 0.25% of the Fund's average daily net assets annually for
account servicing activities. Each Fund currently waives
0.05% of such fees. ING Fund Services may engage third
parties to perform some or all of these services. The fee
waivers are voluntary and may be modified or terminated at
any time without the Funds' consent. (See "Management of the
Fund -- Fund Accountant, Transfer Agent and Account
Services" in the Prospectus.)
*** Total Fund Operating Expenses (before waivers) for each Fund
would be 2.55% for Class A shares and 2.80% for Class B and
C shares.
</TABLE>
<PAGE> 9
ING FUNDS TRUST 7
- --------------------------------------------------------------------------------

FEE TABLE

<TABLE>
<CAPTION>
ING GLOBAL BRAND NAMES
ING BALANCED FUND FUND
--------------------------- ---------------------------
CLASS A CLASS B CLASS C CLASS A CLASS B CLASS C
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price)(1).................. 5.75% NONE NONE 5.75% NONE NONE
Maximum Sales Load Imposed on Reinvested Dividends
(as a percentage of offering price)..................... NONE NONE NONE NONE NONE NONE
Maximum Contingent Deferred Sales Load
(as a percentage of the lesser of the net asset value at
the time of redemption or at the time of purchase)(2)... NONE 5.00% 1.00% NONE 5.00% 1.00%
ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE
DAILY NET ASSETS)
Management Fees (after waivers)*.......................... 0.20% 0.20% 0.20% 0.25% 0.25% 0.25%
12b-1 Fees (after waivers)*............................... 0.10% 0.75% 0.75% 0.10% 0.75% 0.75%
Shareholder Servicing Fees................................ 0.25% 0.25% 0.25% 0.25% 0.25% 0.25%
Other Expenses (after waivers) **......................... 0.74% 0.74% 0.74% 0.93% 0.93% 0.93%
---- ---- ---- ---- ---- ----
TOTAL FUND OPERATING EXPENSES (AFTER WAIVERS)***.......... 1.29% 1.94% 1.94% 1.53% 2.18% 2.18%
==== ==== ==== ==== ==== ====
</TABLE>

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

<TABLE>
<S> <C>
(1) Under certain circumstances, purchases of Class A shares not
subject to an initial sales charge will be subject to a CDSC
if redeemed within 12 months of the calendar month of
purchase. For an additional discussion of the Class A CDSC,
see this Prospectus under "Purchase of Fund Shares."
(2) If you purchase Class B shares, you do not pay an initial
sales charge but you may incur a CDSC if you redeem some or
all of your Class B shares before the end of the sixth year
after which you purchased such shares. The CDSC for
redemptions occurring in years one through six,
respectively, is 5%, 4%, 4%, 3%, 2% and 1% of the lesser of
the net asset value of the shares at the time of redemption
or at the time of purchase. The CDSC is not imposed on the
amount of any increase in your account value over the amount
invested. No CDSC is charged after the sixth year. If you
purchase Class C shares, you do not pay an initial sales
charge but you may incur a CDSC if you redeem some or all of
your Class C shares within 12 months of the calendar month
of purchase. For a discussion of the Class B and C CDSC, see
this Prospectus under "Purchase of Fund Shares."
* Management Fees consisting of investment advisory and
administrative fees (before waivers) for ING Balanced Fund
and ING Global Brand Names Fund would be 0.80% and 1.00%
annually of the average daily net assets for each Fund,
respectively. Rule 12b-1 Fees (before waivers) would be
0.50% annually of the average daily net assets for each
Fund's Class A shares. The fee waivers reflected in the
table are voluntary and may be modified or terminated at any
time without the Funds' consent.
** Under the Fund Services Agreement, each Fund may pay ING
Fund Services annually up to $40,000 for fund accounting
services plus out-of-pocket expenses, $17 per an account for
transfer agency services plus out-of-pocket expenses and up
to 0.25% of the Fund's average daily net assets annually for
account servicing activities. Each Fund currently waives
0.05% of such fees. ING Fund Services may engage third
parties to perform some or all of these services. The fee
waivers are voluntary and may be modified or terminated at
any time without the Funds' consent. (See "Management of the
Fund -- Fund Accountant, Transfer Agent and Account
Services" in the Prospectus.)
*** Total Fund Operating Expenses (before waivers) would be
2.34% for Class A shares and 2.59% for Class B and C shares
of the ING Balanced Fund and 2.73% for Class A shares and
2.98% for Class B and C shares of the ING Global Brand Names
Fund.
</TABLE>
<PAGE> 10
8 ING FUNDS TRUST
- --------------------------------------------------------------------------------

FEE TABLE

<TABLE>
<CAPTION>
ING INTERNATIONAL EQUITY ING EMERGING MARKETS
FUND EQUITY FUND
--------------------------- ---------------------------
CLASS A CLASS B CLASS C CLASS A CLASS B CLASS C
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price)(1).................. 5.75% NONE NONE 5.75% NONE NONE
Maximum Sales Load Imposed on Reinvested Dividends
(as a percentage of offering price)..................... NONE NONE NONE NONE NONE NONE
Maximum Contingent Deferred Sales Load
(as a percentage of the lesser of the net asset value at
the time of redemption or at the time of purchase)(2)... NONE 5.00% 1.00% NONE 5.00% 1.00%
ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE
DAILY NET ASSETS)
Management Fees (after waivers)*.......................... 0.31% 0.31% 0.31% 0.31% 0.31% 0.31%
12b-1 Fees (after waivers)*............................... 0.10% 0.75% 0.75% 0.10% 0.75% 0.75%
Shareholder Servicing Fees................................ 0.25% 0.25% 0.25% 0.25% 0.25% 0.25%
Other Expenses (after waivers) **......................... 0.93% 0.93% 0.93% 1.04% 1.04% 1.04%
---- ---- ---- ---- ---- ----
TOTAL FUND OPERATING EXPENSES (AFTER WAIVERS)***.......... 1.59% 2.24% 2.24% 1.70% 2.35% 2.35%
==== ==== ==== ==== ==== ====
</TABLE>

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

<TABLE>
<S> <C>
(1) Under certain circumstances, purchases of Class A shares not
subject to an initial sales charge will be subject to a CDSC
if redeemed within 12 months of the calendar month of
purchase. For an additional discussion of the Class A CDSC,
see this Prospectus under "Purchase of Fund Shares."
(2) If you purchase Class B shares, you do not pay an initial
sales charge but you may incur a CDSC if you redeem some or
all of your Class B shares before the end of the sixth year
after which you purchased such shares. The CDSC for
redemptions occurring in years one through six,
respectively, is 5%, 4%, 4%, 3%, 2% and 1% of the lesser of
the net asset value of the shares at the time of redemption
or at the time of purchase. The CDSC is not imposed on the
amount of any increase in your account value over the amount
invested. No CDSC is charged after the sixth year. If you
purchase Class C shares, you do not pay an initial sales
charge but you may incur a CDSC if you redeem some or all of
your Class C shares within 12 months of the calendar month
of purchase. For a discussion of the Class B and C CDSC, see
this Prospectus under "Purchase of Fund Shares."
* Management Fees consisting of investment advisory and
administrative fees (before waivers) would be 1.25% annually
of the average daily net assets for each Fund. Rule 12b-1
Fees (before waivers) would be 0.50% annually of the average
daily net assets for each Fund's Class A shares. The fee
waivers reflected in the table are voluntary and may be
modified or terminated at any time without the Funds'
consent.
** Under the Fund Services Agreement, each Fund may pay ING
Fund Services annually up to $40,000 for fund accounting
services plus out-of-pocket expenses, $17 per an account for
transfer agency services plus out-of-pocket expenses and up
to 0.25% of the Fund's average daily net assets annually for
account servicing activities. Each Fund currently waives
0.05% of such fees. ING Fund Services may engage third
parties to perform some or all of these services. The fee
waivers are voluntary and may be modified or terminated at
any time without the Funds' consent. (See "Management of the
Fund -- Fund Accountant, Transfer Agent and Account
Services" in the Prospectus.)
*** Total Fund Operating Expenses (before waivers) would be
2.98% for Class A shares and 3.23% for Class B and C shares
of the ING International Equity Fund and 3.09% for Class A
shares and 3.34% for Class B and C shares of the ING
Emerging Markets Equity Fund.
</TABLE>
<PAGE> 11
ING FUNDS TRUST 9
- --------------------------------------------------------------------------------

FEE TABLE

<TABLE>
<CAPTION>
ING TAX EFFICIENT EQUITY
ING EUROPEAN EQUITY FUND FUND
--------------------------- ---------------------------
CLASS A CLASS B CLASS C CLASS A CLASS B CLASS C
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price)(1).................. 5.75% NONE NONE 5.75% NONE NONE
Maximum Sales Load Imposed on Reinvested Dividends
(as a percentage of offering price)..................... NONE NONE NONE NONE NONE NONE
Maximum Contingent Deferred Sales Load
(as a percentage of the lesser of the net asset value at
the time of redemption or at the time of purchase)(2)... NONE 5.00% 1.00% NONE 5.00% 1.00%
ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE
DAILY NET ASSETS)
Management Fees (after waivers)*.......................... 0.29% 0.29% 0.29% 0.20% 0.20% 0.20%
12b-1 Fees (after waivers)*............................... 0.10% 0.75% 0.75% 0.10% 0.75% 0.75%
Shareholder Servicing Fees................................ 0.25% 0.25% 0.25% 0.25% 0.25% 0.25%
Other Expenses (after waivers) **......................... 0.98% 0.98% 0.98% 0.75% 0.75% 0.75%
---- ---- ---- ---- ---- ----
TOTAL FUND OPERATING EXPENSES (AFTER WAIVERS)***.......... 1.62% 2.27% 2.27% 1.30% 1.95% 1.95%
==== ==== ==== ==== ==== ====
</TABLE>

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

<TABLE>
<S> <C>
(1) Under certain circumstances, purchases of Class A shares not
subject to an initial sales charge will be subject to a CDSC
if redeemed within 12 months of the calendar month of
purchase. For an additional discussion of the Class A CDSC,
see this Prospectus under "Purchase of Fund Shares."
(2) If you purchase Class B shares, you do not pay an initial
sales charge but you may incur a CDSC if you redeem some or
all of your Class B shares before the end of the sixth year
after which you purchased such shares. The CDSC for
redemptions occurring in years one through six,
respectively, is 5%, 4%, 4%, 3%, 2% and 1% of the lesser of
the net asset value of the shares at the time of redemption
or at the time of purchase. The CDSC is not imposed on the
amount of any increase in your account value over the amount
invested. No CDSC is charged after the sixth year. If you
purchase Class C shares, you do not pay an initial sales
charge but you may incur a CDSC if you redeem some or all of
your Class C shares within 12 months of the calendar month
of purchase. For a discussion of the Class B and C CDSC, see
this Prospectus under "Purchase of Fund Shares."
* Management Fees consisting of investment advisory and
administrative fees (before waivers) for the ING European
Equity Fund and the ING Tax Efficient Equity Fund would be
1.15% and 0.80% annually of the average daily net assets for
each Fund, respectively. Rule 12b-1 Fees (before waivers)
would be 0.50% annually of the average daily net assets for
each Fund's Class A shares. The fee waivers reflected in the
table are voluntary and may be modified or terminated at any
time without the Funds' consent.
** Under the Fund Services Agreement, each Fund may pay ING
Fund Services annually up to $40,000 for fund accounting
services plus out-of-pocket expenses, $17 per an account for
transfer agency services plus out-of-pocket expenses and up
to 0.25% of the Fund's average daily net assets annually for
account servicing activities. Each Fund currently waives
0.05% of such fees. ING Fund Services may engage third
parties to perform some or all of these services. The fee
waivers are voluntary and may be modified or terminated at
any time without the Funds' consent. (See "Management of the
Fund -- Fund Accountant, Transfer Agent and Account
Services" in the Prospectus.)
*** Total Fund Operating Expenses (before waivers) would be
2.93% for Class A shares and 3.18% for Class B and C shares
of the ING European Equity Fund and 2.35% for Class A shares
and 2.60% for Class B and C shares of the ING Tax Efficient
Equity Fund.
</TABLE>
<PAGE> 12
10 ING FUNDS TRUST
- --------------------------------------------------------------------------------

FEE TABLE

<TABLE>
<CAPTION>
ING GLOBAL INFORMATION
ING FOCUS FUND TECHNOLOGY FUND
--------------------------- ---------------------------
CLASS A CLASS B CLASS C CLASS A CLASS B CLASS C
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price)(1).................. 5.75% NONE NONE 5.75% NONE NONE
Maximum Sales Load Imposed on Reinvested Dividends
(as a percentage of offering price)..................... NONE NONE NONE NONE NONE NONE
Maximum Contingent Deferred Sales Load
(as a percentage of the lesser of the net asset value at
the time of redemption or at the time of purchase)(2)... NONE 5.00% 1.00% NONE 5.00% 1.00%
ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE
DAILY NET ASSETS)
Management Fees (after waivers)*.......................... 0.25% 0.25% 0.25% 0.31% 0.31% 0.31%
12b-1 Fees (after waivers)*............................... 0.10% 0.75% 0.75% 0.10% 0.75% 0.75%
Shareholder Servicing Fees................................ 0.25% 0.25% 0.25% 0.25% 0.25% 0.25%
Other Expenses (after waivers) **......................... 0.75% 0.75% 0.75% 0.93% 0.93% 0.93%
---- ---- ---- ---- ---- ----
TOTAL FUND OPERATING EXPENSES (AFTER WAIVERS)***.......... 1.35% 2.00% 2.00% 1.59% 2.24% 2.24%
==== ==== ==== ==== ==== ====
</TABLE>

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

<TABLE>
<S> <C>
(1) Under certain circumstances, purchases of Class A shares not
subject to an initial sales charge will be subject to a CDSC
if redeemed within 12 months of the calendar month of
purchase. For an additional discussion of the Class A CDSC,
see this Prospectus under "Purchase of Fund Shares."
(2) If you purchase Class B shares, you do not pay an initial
sales charge but you may incur a CDSC if you redeem some or
all of your Class B shares before the end of the sixth year
after which you purchased such shares. The CDSC for
redemptions occurring in years one through six,
respectively, is 5%, 4%, 4%, 3%, 2% and 1% of the lesser of
the net asset value of the shares at the time of redemption
or at the time of purchase. The CDSC is not imposed on the
amount of any increase in your account value over the amount
invested. No CDSC is charged after the sixth year. If you
purchase Class C shares, you do not pay an initial sales
charge but you may incur a CDSC if you redeem some or all of
your Class C shares within 12 months of the calendar month
of purchase. For a discussion of the Class B and C CDSC, see
this Prospectus under "Purchase of Fund Shares."
* Management Fees consisting of investment advisory and
administrative fees (before waivers) for the ING Focus Fund
and ING Global Information Technology Fund would be 1.00%
and 1.25% annually of the average daily net assets for each
Fund, respectively. Rule 12b-1 Fees (before waivers) would
be 0.50% annually of the average daily net assets for each
Fund's Class A shares. The fee waivers reflected in the
table are voluntary and may be modified or terminated at any
time without the Funds' consent.
** Under the Fund Services Agreement, each Fund may pay ING
Fund Services annually up to $40,000 for fund accounting
services plus out-of-pocket expenses, $17 per an account for
transfer agency services plus out-of-pocket expenses and up
to 0.25% of the Fund's average daily net assets annually for
account servicing activities. Each Fund currently waives
0.05% of such fees. ING Fund Services may engage third
parties to perform some or all of these services. The fee
waivers are voluntary and may be modified or terminated at
any time without the Funds' consent. (See "Management of the
Fund -- Fund Accountant, Transfer Agent and Account
Services" in the Prospectus.)
*** Total Fund Operating Expenses (before waivers) would be
2.55% for Class A shares and 2.80% for Class B and C shares
of the ING Focus Fund and 2.98% for Class A shares and 3.23%
for Class B and C shares of the ING Global Information
Technology Fund.
</TABLE>
<PAGE> 13
ING FUNDS TRUST 11
- --------------------------------------------------------------------------------

FEE TABLE

<TABLE>
<CAPTION>
ING GLOBAL REAL ESTATE FUND
-----------------------------------
CLASS A CLASS B CLASS C
------- ------- -------
<S> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price)(1).................... 5.75% NONE NONE
Maximum Sales Load Imposed on Reinvested Dividends
(as a percentage of offering price)....................... NONE NONE NONE
Maximum Contingent Deferred Sales Load
(as a percentage of the lesser of the net asset value at
the time of redemption or at the time of purchase)(2)..... NONE 5.00% 1.00%
ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF
AVERAGE DAILY NET ASSETS)
Management Fees (after waivers)*............................ 0.25% 0.25% 0.25%
12b-1 Fees (after waivers)*................................. 0.10% 0.75% 0.75%
Shareholder Servicing Fees.................................. 0.25% 0.25% 0.25%
Other Expenses (after waivers) **........................... 0.93% 0.93% 0.93%
---- ---- ----
TOTAL FUND OPERATING EXPENSES (AFTER WAIVERS)***............ 1.53% 2.18% 2.18%
==== ==== ====
</TABLE>

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

<TABLE>
<S> <C>
(1) Under certain circumstances, purchases of Class A shares not
subject to an initial sales charge will be subject to a CDSC
if redeemed within 12 months of the calendar month of
purchase. For an additional discussion of the Class A CDSC,
see this Prospectus under "Purchase of Fund Shares."
(2) If you purchase Class B shares, you do not pay an initial
sales charge but you may incur a CDSC if you redeem some or
all of your Class B shares before the end of the sixth year
after which you purchased such shares. The CDSC for
redemptions occurring in years one through six,
respectively, is 5%, 4%, 4%, 3%, 2% and 1% of the lesser of
the net asset value of the shares at the time of redemption
or at the time of purchase. The CDSC is not imposed on the
amount of any increase in your account value over the amount
invested. No CDSC is charged after the sixth year. If you
purchase Class C shares, you do not pay an initial sales
charge but you may incur a CDSC if you redeem some or all of
your Class C shares within 12 months of the calendar month
of purchase. For a discussion of the Class B and C CDSC, see
this Prospectus under "Purchase of Fund Shares."
* Management Fees consisting of investment advisory and
administrative fees (before waivers) would be 1.00% annually
of the average daily net assets. Rule 12b-1 Fees (before
waivers) would be 0.50% annually of the average daily net
assets for the Fund's Class A shares . The fee waivers
reflected in the table are voluntary and may be modified or
terminated at any time without the Fund's consent.
** Under the Fund Services Agreement, each Fund may pay ING
Fund Services annually up to $40,000 for fund accounting
services plus out-of-pocket expenses, $17 per an account for
transfer agency services plus out-of-pocket expenses and up
to 0.25% of the Fund's average daily net assets annually for
account servicing activities. The Fund currently waives
0.05% of such fees. ING Fund Services may engage third
parties to perform some or all of these services. The fee
waivers are voluntary and may be modified or terminated at
any time without the Fund's consent. (See "Management of the
Fund -- Fund Accountant, Transfer Agent and Account
Services" in the Prospectus.)
*** Total Fund Operating Expenses (before waivers) would be
2.73% for Class A shares and 2.98% for Class B and C shares.
</TABLE>
<PAGE> 14
12 ING FUNDS TRUST
- --------------------------------------------------------------------------------

EXPENSE EXAMPLES:

The following table is provided to assist you in understanding the various
costs and expenses that you would bear directly or indirectly as an investor in
the Fund(s).

<TABLE>
<CAPTION>
FULL REDEMPTION* NO REDEMPTION**
---------------- ----------------
1 YEAR 3 YEARS 1 YEAR 3 YEARS
------ ------- ------ -------
<S> <C> <C> <C> <C>
ING LARGE CAP GROWTH FUND
Class A Shares.......................... $70 $ 96 $70 $ 96
Class B Shares.......................... $70 $101 $20 $ 61
Class C Shares.......................... $30 $ 61 $20 $ 61
ING GROWTH & INCOME FUND
Class A Shares.......................... $70 $ 96 $70 $ 96
Class B Shares.......................... $70 $101 $20 $ 61
Class C Shares.......................... $30 $ 61 $20 $ 61
ING MID CAP GROWTH FUND
Class A Shares.......................... $71 $ 98 $71 $ 98
Class B Shares.......................... $71 $103 $21 $ 63
Class C Shares.......................... $31 $ 63 $21 $ 63
ING SMALL CAP GROWTH FUND
Class A Shares.......................... $71 $ 98 $71 $ 98
Class B Shares.......................... $71 $103 $21 $ 63
Class C Shares.......................... $31 $ 63 $21 $ 63
ING BALANCED FUND
Class A Shares.......................... $70 $ 96 $70 $ 96
Class B Shares.......................... $70 $101 $20 $ 61
Class C Shares.......................... $30 $ 61 $20 $ 61
ING GLOBAL BRAND NAMES FUND
Class A Shares.......................... $72 $103 $72 $103
Class B Shares.......................... $72 $109 $22 $ 69
Class C Shares.......................... $32 $ 69 $22 $ 69
ING INTERNATIONAL EQUITY FUND
Class A Shares.......................... $73 $105 $73 $105
Class B Shares.......................... $73 $111 $23 $ 71
Class C Shares.......................... $33 $ 71 $23 $ 71
ING EMERGING MARKETS EQUITY FUND
Class A Shares.......................... $74 $108 $74 $108
Class B Shares.......................... $74 $114 $24 $ 74
Class C Shares.......................... $34 $ 74 $24 $ 74
</TABLE>

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

THE EXAMPLES PROVIDED SHOULD NOT BE CONSIDERED AS A REPRESENTATION OF THE
FUNDS' PAST OR FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN
THOSE SHOWN. IN ADDITION, WHILE THE EXAMPLES ASSUME A 5% ANNUAL RETURN, EACH
FUND'S ACTUAL PERFORMANCE WILL VARY AND MAY RESULT IN AN ACTUAL RETURN THAT IS
GREATER OR LESS THAN 5%.
<PAGE> 15
ING FUNDS TRUST 13
- --------------------------------------------------------------------------------

EXPENSE EXAMPLES:

The following table is provided to assist you in understanding the various
costs and expenses that you would bear directly or indirectly as an investor in
the Fund(s).

<TABLE>
<CAPTION>
FULL REDEMPTION* NO REDEMPTION**
---------------- ----------------
1 YEAR 3 YEARS 1 YEAR 3 YEARS
------ ------- ------ -------
<S> <C> <C> <C> <C>
ING EUROPEAN EQUITY FUND
Class A Shares.......................... $73 $106 $73 $106
Class B Shares.......................... $73 $111 $23 $ 71
Class C Shares.......................... $33 $ 71 $23 $ 71
ING TAX EFFICIENT EQUITY FUND
Class A Shares.......................... $70 $ 97 $70 $ 97
Class B Shares.......................... $70 $102 $20 $ 62
Class C Shares.......................... $30 $ 62 $20 $ 62
ING FOCUS FUND
Class A Shares.......................... $71 $ 98 $71 $ 98
Class B Shares.......................... $71 $103 $21 $ 63
Class C Shares.......................... $31 $ 63 $21 $ 63
ING GLOBAL INFORMATION TECHNOLOGY FUND
Class A Shares.......................... $73 $105 $73 $105
Class B Shares.......................... $73 $111 $23 $ 71
Class C Shares.......................... $33 $ 71 $23 $ 71
ING GLOBAL REAL ESTATE FUND
Class A Shares.......................... $72 $103 $72 $103
Class B Shares.......................... $72 $109 $22 $ 69
Class C Shares.......................... $32 $ 69 $22 $ 69
</TABLE>

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

THE EXAMPLES PROVIDED SHOULD NOT BE CONSIDERED AS A REPRESENTATION OF THE
FUNDS' PAST OR FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN
THOSE SHOWN. IN ADDITION, WHILE THE EXAMPLES ASSUME A 5% ANNUAL RETURN, EACH
FUND'S ACTUAL PERFORMANCE WILL VARY AND MAY RESULT IN AN ACTUAL RETURN THAT IS
GREATER OR LESS THAN 5%.
<PAGE> 16
14 ING FUNDS TRUST
- --------------------------------------------------------------------------------

THE INVESTMENT POLICIES AND PRACTICES OF THE FUNDS

Each Fund follows its own investment policies and practices, including
certain investment restrictions. The "Investment Restrictions" section of the
SAI contains specific investment restrictions (the "Investment Restrictions")
which govern each Fund's investments. Each Fund's investment objective and
certain Investment Restrictions are fundamental policies which may not be
changed without a vote of a majority of the outstanding voting securities, as
defined under the 1940 Act, of the affected Fund. Except for the objectives and
those restrictions specifically identified as fundamental, all other investment
policies and practices described in this Prospectus and in the SAI are not
fundamental, and may therefore be changed by the Board of Trustees without
shareholder approval. There can be no assurance that any Fund will achieve its
investment objective.

ING Mid Cap Growth Fund. The ING Mid Cap Growth Fund seeks to provide
investors with long-term capital appreciation. Under normal market conditions,
the Fund will invest at least 65% of its total assets in equity securities of
issuers with market capitalizations falling within the Russell Mid Cap Growth
Index at the time of acquisition which, in the Sub-Adviser's opinion, possess
growth potential. Such companies are typically well established but have not
reached full maturity, and may offer significant growth potential. The
Sub-Adviser will seek to identify companies which, in its opinion, will
experience growing earnings and strong price appreciation relative to the
Russell Mid Cap Growth Index.

ING Balanced Fund. The ING Balanced Fund seeks to provide investors with
high total return. The Fund primarily invests in a combination of mid- and
large-capitalization equity securities, intermediate-maturity fixed income
securities and money market instruments. Under normal market conditions, the
Fund will invest at least 25% of its total assets in fixed income senior
securities. The average maturity of the fixed income securities in the Fund
will, under normal circumstances, be approximately five years, although this
will vary with changing market conditions.

ING Global Brand Names Fund. The ING Global Brand Names Fund is a
non-diversified fund that seeks to provide investors with long-term capital
appreciation. Under normal market conditions, the Fund will invest at least 65%
of its total assets in equity securities of companies located in at least three
different countries including the United States, which in the Sub-Adviser's
opinion, have a well recognized franchise, a global presence and derive most of
their revenues from sales of consumer goods. The companies in which the Fund
invests either have leading market positions, or in the Sub-Adviser's opinion,
have the potential to achieve leading market positions in the foreseeable
future.

ING International Equity Fund. The ING International Equity Fund seeks to
provide investors with long-term capital appreciation. Under normal market
conditions, the Fund will invest at least 65% of its total assets in equity
securities of issuers organized or having a majority of their assets in or
deriving a majority of their operating income in at least seven different
countries, outside of the United States. The Fund will invest in a broad range
of equity securities. The Fund may purchase securities in any foreign country,
developed or underdeveloped, or emerging market countries. The Fund will not
invest more than 15% of its total assets in emerging market countries. With
respect to certain countries, investments by an investment company may only be
made through investments in closed-end investment companies that in turn are
authorized to invest in the securities of such countries. See "Description of
Securities and Investment Practices -- Open-End and Closed-End Investment
Companies."

ING Emerging Markets Equity Fund. The ING Emerging Markets Equity Fund
seeks to provide investors with long-term capital appreciation. Under normal
market conditions, the Fund will invest at least 65% of its total assets in
equity securities of emerging market issuers. Under normal conditions, the Fund
will maintain investments in at least seven emerging market countries and will
not invest more than 25% of its total assets in any one emerging market country.
For these purposes, the Fund defines an emerging market country as any country
the economy and market of which the World Bank or the United Nations considers
to be emerging or developing or any country determined by the Sub-Advisers to
have emerging economies or developing markets. The Fund's Sub-Advisers considers
emerging market issuers to be companies the securities of which are principally
traded in the capital markets of emerging market countries; that derive at least
50% of their total revenue from either goods produced or
<PAGE> 17
ING FUNDS TRUST 15
- --------------------------------------------------------------------------------

services rendered in emerging market countries, regardless of where the
securities of such companies are principally traded; or that are organized under
the laws of and have a principal office in an emerging market country. With
respect to certain countries, investments by an investment company may only be
made through investments in closed-end investment companies that in turn are
authorized to invest in the securities of such countries. See "Description of
Securities and Investment Practices -- Open-End and Closed-End Investment
Companies."

ING European Equity Fund. The ING European Equity Fund seeks to provide
investors with long-term capital appreciation. Under normal market conditions,
the Fund will invest at least 65% of its total assets in equity securities of
European issuers. The Fund's Sub-Adviser considers European issuers to be
companies the securities of which are principally traded in the European capital
markets, that derive at least 50% of their total revenue from either goods
produced or services rendered in countries located in Europe, regardless of
where the securities of such companies are principally traded, or that are
organized under the laws of and have a principal office in a European country.

ING Tax Efficient Equity Fund. The ING Tax Efficient Equity Fund seeks to
provide taxable investors with a high total return on an after-tax basis. In
attempting to achieve its investment objective, the Fund under normal market
conditions will invest at least 80% of its total assets in a widely diversified
portfolio of equity securities and instruments whose returns depend upon stock
market prices and will manage its portfolio in a manner that will defer the
realization of accrued capital gains. An emphasis will be placed on common
stocks of companies which the Sub-Adviser believes to have superior appreciation
potential. The Fund may invest up to 10% of its total assets in foreign
securities.

The Fund is managed to provide high after-tax returns. Therefore, it may
not provide as high a return before taxes as other funds, and as a result may
not be suitable for investors who are not subject to current income tax (e.g.,
those investing through a tax-deferred retirement account, such as an IRA or a
401(k) Plan).

ING Focus Fund. The ING Focus Fund is a non-diversified fund that seeks
long-term capital appreciation. Under normal market conditions, the Fund will
invest in a non-diversified portfolio of 20 to 40 equity securities. The
Sub-Adviser seeks to invest the Fund in companies that possess the potential for
reliable, above average earnings growth and that are reasonably valued relative
to their growth potential. To find such companies, the Sub-Adviser identifies
companies or industries that are likely to benefit from significant fundamental
change. Such significant fundamental change could be the result of, among other
factors, (i) the development of innovative products or services that could
create new markets, (ii) the development of more efficient methods of
manufacturing or distribution, (iii) positive regulatory change, (iv) greater
access to capital, or (v) change in industry concentration or company ownership.
The Sub-Adviser also seeks companies that have exhibited consistent growth in
the past. The Sub-Adviser assesses management's ability and analyzes industry
conditions and competition to determine the sustainability of a company's growth
and profitability.

ING Global Information Technology Fund. The ING Global Information
Technology Fund seeks to provide investors with long-term capital appreciation.
Under normal market conditions, the Fund will invest at least 65% of its total
assets in equity securities of information technology companies located in at
least three different countries including the United States. For these purposes,
the Fund defines information technology companies as those companies with
primary business operations in either the information technology, hardware and
software industries, or related consulting and services industries.

The Sub-Adviser believes that because of rapid advances in information
technology, investment in companies with business operations in this area will
offer substantial opportunities for long-term capital appreciation. Of course,
swings in investor psychology or significant trading by large institutional
investors can result in significant price fluctuations and stock price declines.

The information technology area has exhibited and continues to demonstrate
rapid growth, both through increasing demand for existing products and services
and the broadening of the technology market. In general, the stocks of large
capitalized companies that are well established in the information technology
market can be expected to grow with the market and will frequently be found in
the Fund's portfolio. The Fund's investment policy is not limited to any minimum
capitalization requirement and the Fund may hold securities without regard to
the capitalization of the issuer. Generally, the Sub-Adviser's overall stock
selection for the Fund will be based on an assessment of a company's fundamental
prospects. The Sub-Adviser anticipates, however, that a portion of the Fund's
holdings will be invested in newly issued securities being sold in the primary
or secondary market.

ING Global Real Estate Fund. The ING Global Real Estate Fund is a
non-diversified fund that seeks to provide investors with high total return.
Under normal market conditions, the Fund will invest at least 65% of its total
assets in equity securities of issuers located in at least three different
countries including the United States that are principally engaged in the real
estate industry. In selecting investments for the Fund, the Fund's Sub-Adviser
will select companies
<PAGE> 18
16 ING FUNDS TRUST
- --------------------------------------------------------------------------------

whose business it is to own, operate, develop and/or manage real estate.

All Funds. While each Fund will invest primarily in investments that are
consistent with its name, each Fund may invest any remaining assets in fixed
income securities, money market securities, certificates of deposit, bankers'
acceptances and commercial paper or in equity securities that the applicable
Fund's Sub-Adviser believes are appropriate in light of the Fund's investment
objective. For purposes of this Prospectus, equity securities include common
stock, preferred stock, warrants or rights to subscribe to common stock and, in
general, any security that is convertible into or exchangeable for common stock.

Each Fund, except ING Mid Cap Growth, ING International Equity, ING
Emerging Markets Equity and ING Focus Funds, will only purchase fixed income
securities that are rated investment grade, i.e., rated at least BBB by Standard
& Poor's Rating Group ("S&P") or Baa by Moody's Investor Services ("Moody's"),
or have an equivalent rating from another Nationally Recognized Statistical
Ratings Organization ("NRSRO"), or if unrated, are determined to be of
comparable quality by the Sub-Adviser. The ING Mid Cap Growth Fund and the ING
Focus Fund, will only purchase fixed income securities that are rated A or
better by S&P or Moody's or have an equivalent rating from another NRSRO, or if
unrated, are determined to be of comparable quality by the applicable
Sub-Adviser. The ING International Equity Fund will only purchase fixed income
securities that are rated at least AA+ by S&P or Aa-2 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. The ING Emerging Markets Equity Fund may
invest in fixed income securities that are rated below investment grade. See the
SAI for a description of the bond ratings. Money market securities, certificates
of deposit, banker's acceptance and commercial paper purchased by the Funds 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.

All Funds may use various investment strategies and techniques when the
Sub-Adviser determines that such use is appropriate in an effort to meet a
Fund's investment objective including: purchasing and writing "covered" put and
call equity options; purchasing and selling stock index, interest rate, and
other futures contracts; purchasing options on stock index futures contracts and
futures contracts based upon other financial instruments; entering into foreign
currency transactions and options and forward contracts on foreign currencies;
entering into repurchase agreements or reverse repurchase agreements; investing
up to 15% of net assets in illiquid securities; and lending portfolio securities
to brokers, dealers, banks, or other recognized institutional borrowers of
securities.

In order to meet liquidity needs or for temporary defensive purposes, each
Fund may invest up to 100% of its assets in fixed income securities, money
market securities, certificates of deposit, bankers' acceptances, commercial
paper or in equity securities which in the Sub-Adviser's opinion are more
conservative than the types of securities that the Fund typically invests in. To
the extent a Fund is engaged in temporary defensive investments, it will not be
pursuing its investment objective.

The SEC currently requires a Fund to invest at least 65% of its total
assets in investments that are consistent with its name (i.e., The ING Large Cap
Growth Fund must invest at least 65% of its total assets in large-capitalization
issuers). To the extent the SEC changes the percentage of a Fund's assets that
must be invested in investments that are consistent with its name, each Fund
reserves the right to change, without shareholder approval, the percentage
required to be invested by the Fund from 65% of total assets to the percentage
required by the SEC or to change the name of the Fund.

As a matter of fundamental policy, notwithstanding any limitation
otherwise, each Fund has the ability to seek to achieve its investment objective
by investing all of its investable assets in an investment company having
substantially the same investment objective and policies as the Fund.

It is the intention of the Funds, unless otherwise indicated, that with
respect to their respective policies that are the result of the application of
law, the Funds will use to their maximum advantage the flexibility that may
exist as a result of rules or interpretations of the SEC of such laws currently
in existence or amended or promulgated in the future.

The types of securities and investment practices used by the Funds are
described in greater detail at "Description of Securities and Investment
Practices."
<PAGE> 19
ING FUNDS TRUST 17
- --------------------------------------------------------------------------------

MANAGEMENT OF THE FUNDS

The business and affairs of each Fund are managed under the direction of
the Board of Trustees. Additional information about the Trustees, as well as the
Funds' executive officers, may be found in the SAI under the heading
"Management -- Trustees and Officers."
THE MANAGER

ING Mutual Funds Management Co. LLC, 18 Campus Boulevard, Suite 200,
Newtown Square, PA 19073, serves as the manager of the Funds pursuant to a
Management Agreement with the Trust. The Manager was formed on September 8,
1998, as a Delaware limited liability company and is a wholly-owned indirect
subsidiary of ING Group. The Manager is registered with the SEC as an investment
adviser and has no prior experience as an investment adviser to an investment
company.

Under the Management Agreement, the Manager has overall responsibility,
subject to the supervision of the Board of Trustees, for engaging sub-advisers
and for monitoring and evaluating the management of the assets of each Fund by
its Sub-Adviser. The Manager is also responsible for monitoring and evaluating
the Sub-Advisers on a periodic basis, and will consider their performance
records with respect to the investment objectives and policies of each Fund. The
Manager also provides certain administrative services necessary for the Funds'
operations including: (i) coordination of the services performed by the Funds'
custodian, independent auditors and legal counsel; (ii) regulatory compliance,
including the compilation of information for documents such as reports to, and
filings with, the SEC; (iii) preparation of proxy statements and shareholder
reports for the Funds; (iv) general supervision relative to the compilation of
data required for the preparation of periodic reports distributed to the Funds'
officers and Board of Trustees; and (v) furnishing office space and certain
facilities required for conducting the business of the Funds.

Pursuant to the Management Agreement, the Manager is authorized to exercise
full investment discretion and make all determinations with respect to the
investment of a Fund's assets and the purchase and sale of portfolio securities
for one or more Funds in the event that at any time no Sub-Adviser is engaged to
manage the assets of a Fund. The Management Agreement may be terminated without
penalty by the vote of the Board of Trustees or the shareholders of the Fund, or
by the Manager, upon 60 days' written notice by any party to the Agreement and
will terminate automatically if assigned as that term is described in the 1940
Act.

The Trust pays the Manager for its services under the Management Agreement
a fee, payable monthly, based on the average daily net assets of each Fund at
the following annual rates:

<TABLE>
<CAPTION>
MANAGEMENT
FUND FEE
---- ----------
<S> <C>
ING Large Cap Growth Fund............... 0.75%
ING Growth & Income Fund................ 0.75%
ING Mid Cap Growth Fund................. 1.00%
ING Small Cap Growth Fund............... 1.00%
ING Balanced Fund....................... 0.80%
ING Global Brand Names Fund............. 1.00%
ING International Equity Fund........... 1.25%
ING Emerging Markets Equity Fund........ 1.25%
ING European Equity Fund................ 1.15%
ING Tax Efficient Equity Fund........... 0.80%
ING Focus Fund.......................... 1.00%
ING Global Information Technology
Fund.................................. 1.25%
ING Global Real Estate Fund............. 1.00%
</TABLE>

THE SUB-ADVISERS

The Manager has entered into Sub-Advisory Agreements with the Sub-Advisers.
Under the Sub-Advisory Agreements, the Sub-Advisers have full investment
discretion and make all determinations with respect to the investment of a
Fund's assets and the purchase and sale of portfolio securities and other
investments. Each Sub-Advisory Agreement may be terminated without penalty by
the Manager, the Board of Trustees or the shareholders of the respective Fund,
or by the Sub-Adviser, on 60 days' written notice by any party to the
Sub-Advisory Agreement and will terminate automatically if assigned as that term
is described in the 1940 Act. Each of the Sub-Advisers is a wholly owned
indirect subsidiary of ING Group and is an affiliate of the Manager. The Manager
may make changes to the sub-advisory arrangements provided that it will not make
any changes that would constitute an assignment (as defined under the 1940 Act)
of an advisory agreement unless such actions are permissible under the 1940 Act,
the rules thereunder or pursuant to relief granted by the SEC.

Baring Asset Management, Inc. The Manager has retained BAM, a
Massachusetts corporation, located at 125 High Street, Boston, MA 02110 to act
as sub-adviser to the ING Large Cap Growth Fund and ING Small Cap Growth Fund.
BAM is registered under the Investment Advisers Act of 1940, as amended, (the
"Advisers Act") and provides investment management services to clients located
around the world. BAM is a wholly-owned subsidiary of Baring Asset Management
Holdings Limited ("BAMHL"). BAMHL, a global company registered in England and
Wales, is the parent of the world-wide group of investment management
<PAGE> 20
18 ING FUNDS TRUST
- --------------------------------------------------------------------------------

companies that operate under the collective name Baring Asset
Management (the "BAM Group").

The BAM Group provides global investment management services and maintains
major investment offices in Boston, London, Hong Kong and Tokyo, and together
with its predecessor corporation was founded in 1762. The BAM Group provides
advisory services to institutional investors, offshore investment companies,
insurance companies and private clients. As of September 30, 1998, the BAM Group
managed approximately $40.6 billion of assets.

The ING Large Cap Growth Fund is managed by Mr. William Thomas, a co-head
of a team of 11 investment professionals. The team has an average of 19 years
investment experience. Mr. Thomas has been an investment professional with BAM
since 1987 and has 25 years of investment experience.

The ING Small Cap Growth Fund is managed by Mr. Paul Berlinquet and Ms.
Anne Underhill, members of a team of 11 investment professionals. Mr. Berlinquet
has been affiliated with BAM since 1989 and has 12 years investment experience.
Ms. Underhill has been affiliated with BAM since 1997 and has 23 years
investment experience. The team has an average of 19 years investment
experience.

Pursuant to the Sub-Advisory Agreements, the Manager (not the Trust) pays
BAM a monthly fee based on the average daily net assets of the ING Large Cap
Growth Fund and ING Small Cap Growth Fund at the annual rate of 0.375% and
0.50%, respectively.

The figures following show past performance of BAM in managing accounts
with investment objectives, policies, styles and techniques substantially
similar though not identical to those of the ING Large Cap Growth Fund. The
table shows the total returns for a composite of the actual performance of large
cap growth accounts managed by BAM for various periods ended September 30, 1998,
as adjusted for the projected annual expenses for the ING Large Cap Growth
Fund's Class A, Class B and Class C shares during their initial fiscal period as
set forth in the Fee Table in this Prospectus. The amounts shown assume
redemption of Fund shares at the end of each period indicated. The performance
is not necessarily representative of the past performance of the above
referenced team or any individual of the team. Information presented is based on
performance data provided by BAM. The past performance does not represent the
ING Large Cap Growth Fund's performance, as it is newly organized and has no
performance record of its own. Included for comparison purposes are performance
figures of the S&P 500 Index, an unmanaged market index. The performance shown
is calculated in accordance with established Securities and Exchange Commission
rules and guidelines.

The composite is made up of unregistered accounts that are not subject to
diversification and other requirements that apply to mutual funds under
applicable securities, tax and other laws that, if applicable, may have
adversely affected performance. As a result, portfolio management strategies
used on the composite and those used on the ING Large Cap Growth Fund may vary
in some respects. The information should not be considered a prediction of the
future performance of the ING Large Cap Growth Fund. The actual performance may
be higher or lower than that shown.

ANNUALIZED RATES OF RETURN FOR
PERIODS ENDING SEPTEMBER 30, 1998

LARGE CAP GROWTH COMPOSITE

<TABLE>
<CAPTION>
S&P 500
CLASS A* CLASS B CLASS C INDEX
-------- ------- ------- -------
<S> <C> <C> <C> <C>
1 Year 7.66% 8.53% 12.53% 9.04%
3 Years 23.15% 24.01% 24.87% 22.73%
5 Years 17.93% 18.42% 18.62% 19.99%
10 Years 17.91% 18.04% 17.90% 17.29%
</TABLE>

* As described herein, investments in Class A shares equal to or in excess of
$1,000,000 will not be subject to an initial sales charge. The annualized rate
of return, without adjustment for an initial sales charge, would be 13.23%,
25.61%, 19.34% and 18.61% for the 1, 3, 5 and 10 year periods, respectively.

The Manager has also retained BAM and its affiliates, Baring International
Investment Limited and Baring International Investment (Far East) Limited, to
act as co-sub-adviser to the ING International Equity Fund and ING Emerging
Markets Equity Fund. BIIL is located at 155 Bishopsgate, London, England EC2M
3XY. BIFL is located at 19/F Edinburgh Tower, The Landmark, 15 Queens Road,
Central, Hong Kong. BAM, BIIL and BIFL may be referred to herein as
"Co-Sub-Advisers". BIIL and BIFL are registered under the Advisers Act, and
provide investment management services to clients located around the world. Like
BAM, each is a wholly-owned subsidiary of BAHML.

The ING International Equity Fund is managed by a team of six investment
professionals with primary management responsibilities led by Messrs. James
Williams and Hayes Miller. The average experience of the team is 23 years. The
team utilizes the resources of the regional equity teams of the Co-Sub-Adviser.
Mr. Williams has been an investment professional with BIIL and its affiliates
since 1975 and has 25 years of investment experience. Mr. Miller has been an
investment professional with BIIL since 1994 and has 18 years of investment
experience.

The ING Emerging Markets Equity Fund is managed by a team of 29 investment
professionals led by Mr. Rory Landman in conjunction with the regional equity
teams of the other named Co-Sub-Advisers. Mr. Landman has been an investment
professional with BIIL since 1994 and has 11 years of investment experience.

Pursuant to the Sub-Advisory Agreements, the Manager (not the Trust) pays
to the Co-Sub-Advisers a monthly fee based on the average daily net assets of
the ING International Equity Fund and ING Emerging Markets Equity Fund at the
annual rate of 0.625%, respectively.
<PAGE> 21
ING FUNDS TRUST 19
- --------------------------------------------------------------------------------

The figures following show past performance of the Co-Sub-Advisers in
managing accounts with investment objectives, policies, styles and techniques
substantially similar though not identical to those of the ING International
Equity Fund. The performance is not necessarily representative of the past
performance of the above referenced teams or any individual of the teams.
Information presented is based on performance data provided by the
Co-Sub-Advisers . The past performance does not represent the ING International
Equity Fund's performance, as it is newly organized and has no performance
record of its own. The table shows the total returns for a composite of the
actual performance of international equity accounts managed by the Co-Sub-
Advisers for various periods ended September 30, 1998, as adjusted for the
projected annual expenses for the ING International Equity Fund's Class A, Class
B and Class C shares during their initial fiscal period as set forth in the Fee
Table in this Prospectus. The amounts shown assume redemption of Fund shares at
the end of each period indicated. Included for comparison purposes are
performance figures of the MSCI EAFE Index, an unmanaged market index. The
performance shown below is calculated in accordance with established Securities
and Exchange Commission rules and guidelines.

The composites are made up of unregistered accounts that are not subject to
diversification and other requirements that apply to mutual funds under
applicable securities, tax and other laws that, if applicable, may have
adversely affected performance. As a result, portfolio management strategies
used on the composite and those used on the ING International Equity Fund may
vary in some respects. The information should not be considered a prediction of
the future performance of the ING International Equity Fund. The actual
performance may be higher or lower than that shown.

ANNUALIZED RATES OF RETURN FOR
PERIODS ENDING SEPTEMBER 30, 1998

INTERNATIONAL EQUITY COMPOSITE

<TABLE>
<CAPTION>
MSCI
EAFE
CLASS A* CLASS B CLASS C INDEX
-------- ------- ------- -----
<S> <C> <C> <C> <C>
1 Year (10.56)% (10.45)% (6.68)% (8.08)%
3 Years 4.65% 4.86% 6.06% 4.05%
5 Years 6.84% 7.13% 7.43% 5.65%
10 Years 7.91% 8.00% 7.87% 5.41%
</TABLE>

* As described herein, investments in Class A shares equal to or in excess of
$1,000,000 will not be subject to an initial sales charge. The annualized rate
of return, without adjustment for an initial sales charge, would be (6.05)%,
6.74%, 8.11% and 8.55% for the 1, 3, 5 and 10 year periods, respectively.

ING Investment Management Advisors B.V. The Manager has retained IIMA
located at Schenkkade 65, 2595 AS The Hague, The Netherlands to act as
sub-adviser to the ING Global Brand Names Fund, ING European Equity Fund, ING
Global Information Technology Fund and ING Global Real Estate Fund. IIMA is
registered under the Advisers Act. IIMA is a company organized to manage
investments and provide investment advice on a world-wide basis to entities
affiliated and unaffiliated with ING Group. IIMA operates under the collective
management of ING Investment Management which has investments under management
of $120 billion at September 30, 1998. The following investment advisory
professionals work within ING Investment Management and are officers of IIMA.

Mr. Herman Kleeven is responsible for the day-to-day operations of the ING
Global Brand Names Fund. Mr. Kleeven has been employed by IIMA and its
affiliates since 1997 and has investment experience of six years. Before joining
IIMA and its affiliates, Mr. Kleeven was a portfolio manager for Robeco Group,
Rotterdam, The Netherlands.

The ING European Equity Fund is managed by a team of eight investment
professionals led by Mr. Adrian van Tiggelen. The average experience of the team
is 8 years. Mr. van Tiggelen has been employed by IIMA and its affiliates since
1988 and has ten years of investment experience.

Mr. Guy Uding is responsible for the day-to-day operations of the ING
Global Information Technology Fund. Mr. Uding has been employed by IIMA and its
affiliates since 1995 and has four years of investment experience.

The ING Global Real Estate Fund is managed by a team of investment
professionals led by Mr. Michael Lipsch. Mr. Lipsch has been with IIMA since
1997 and has nine years of investment experience. Prior to joining IIMA, Mr.
Lipsch was a portfolio manager for the Shell pension fund in The Hague, The
Netherlands.

Pursuant to the Sub-Advisory Agreements, the Manager (not the Trust) pays
to IIMA a monthly fee based on the average daily net assets of the applicable
Fund at the following annual rates:

<TABLE>
<CAPTION>
FUND INVESTMENT SUB-ADVISORY FEE
---- ---------------------------
<S> <C>
ING Global Brand
Names Fund................ 0.500%
ING European Equity Fund.... 0.575%
ING Global Information
Technology Fund........... 0.625%
ING Global Real Estate
Fund...................... 0.500%
</TABLE>

mandate and one with an information technology mandate
managed by IIMA for various periods ended September 30, 1998, as adjusted for
the projected annual expenses for the ING European Equity Fund and ING Global
Information Technology Funds' Class A, Class B and Class C shares during their
initial fiscal period as set forth in the Fee Table in this Prospectus. The
amounts shown assume redemption of Fund shares at the end of each period
indicated. Included for comparison purposes are performance figures of the FT
Europe Index and Goldman Sachs Technology Industry Composite ("GSTC") Index,
respectively, each an unmanaged market index. The performance shown below is
calculated in accordance with established Securities and Exchange Commission
rules and guidelines.

The pooled accounts are not U.S. registered investment companies and are
not subject to diversification and other requirements that apply to mutual funds
under applicable securities, tax and other laws that, if applicable, may have
adversely affected performance. As a result, portfolio management strategies
used on the pooled accounts and those used on the ING European Equity Fund and
ING Global Information Technology Fund may vary in some respects. The
information should not be considered a prediction of the future performance of
the ING European Equity Fund and the ING Global Information Technology Fund. The
actual performance may be higher or lower than that shown.

ANNUALIZED RATES OF RETURN FOR
PERIODS ENDING SEPTEMBER 30, 1998

EUROPEAN EQUITY POOLED ACCOUNT

<TABLE>
<CAPTION>
FT
EUROPE
CLASS A* CLASS B CLASS C INDEX
-------- ------- ------- ------
<S> <C> <C> <C> <C>
1 Year 3.27% 3.88% 7.88% 7.84%
3 Years 17.37% 18.05% 18.99% 19.28%
Since Inception** 15.63% 16.26% 16.55% 18.41%
</TABLE>

* As described herein, investments in Class A shares equal to or in excess of
$1,000,000 will not be subject to an initial sales charge. The annualized
rate of return, without adjustment for an initial sales charge, would be
8.57%, 19.71%, and 17.26% for the 1, 3 year and since inception periods,
respectively.

** Inception date is July 12, 1994.

GLOBAL INFORMATION TECHNOLOGY POOLED ACCOUNT

<TABLE>
<CAPTION>
GSTC
CLASS A* CLASS B CLASS C INDEX
-------- ------- ------- -----
<S> <C> <C> <C> <C>
1 Year 7.04% 7.87% 11.87% 7.23%
Since Inception** 32.98% 35.23% 37.49% 31.56%
</TABLE>

* As described herein, investments in Class A shares equal to or in excess of
$1,000,000 will not be subject to an initial sales charge. The annualized
rate of return, without adjustment for an initial sales charge, would be
12.57% and 38.28% for the 1 year and since inception periods, respectively.

** Inception date is March 27, 1997.

ING Investment Management LLC. The Manager has retained IIM to act as
sub-adviser to the ING Growth & Income Fund. IIM is located at 5780 Powers Ferry
Road, N.W., Suite 300, Atlanta, GA 30327. IIM is a Delaware limited liability
company which is engaged in the business of providing investment advice to
portfolios which as of September 30, 1998, were valued at approximately $26.7
billion. IIM is registered with the SEC as an investment adviser. IIM also
advises other registered investment companies.

The ING Growth & Income Fund is managed by a team of six investment
professionals led by Messrs. Martin Jansen and David Kushner. Messrs. Jansen and
Kushner have been employed by IIMA and IIM, respectively, as investment
professionals since 1997 and they each have 19 years of investment experience.

Pursuant to the Sub-Advisory Agreement, the Manager (not the Trust) pays to
the Sub-Adviser a monthly fee based on the average daily net assets of the Fund
at the annual rate of 0.375%.

Furman Selz Capital Management LLC. The Manager has retained FSCM, located
at 230 Park Avenue, New York, NY 10169, to act as sub-adviser to the ING Mid Cap
Growth Fund, ING Balanced Fund and the ING Focus Fund. FSCM is a Delaware
limited liability company which is engaged in the business of providing
investment advice to institutional and individual clients which, as of September
30, 1998 were valued at approximately $4.15 billion. FSCM is registered with the
SEC as an investment adviser.

The ING Mid Cap Growth Fund is managed by a team of four investment
professionals led by Messrs. Matthew Price and David Campbell. The average
experience of the team is 24 years. Messrs. Price and Campbell have been
investment professionals with FSCM since 1990 and each has over 18 years of
experience.

The ING Balanced Fund and the ING Focus Fund are managed by a team of four
investment professionals with an average of 16 years of investment experience.
Messrs. Robert Schonbrunn and Alan Segars are responsible for the fixed income
portion of the ING Balanced Fund. Messrs. Adrian Jones and Michael Kass are
responsible for the equity portion of the ING Balanced Fund and the ING Focus
Fund. Mr. Jones has been an investment professional with FSCM since 1996 and has
11 years of experience. Mr. Kass has been an investment professional with FSCM
since 1996 and has 12 years of experience. Prior to 1996, Mr. Kass was an
investment professional with Furman Selz for five years in the Proprietary
Management Division. Mr. Schonbrunn has been an investment professional with
FSCM since 1985 and has 32 years of experience. Mr. Segars has been an
investment professional with FSCM since 1993 and has 30 years of experience.
<PAGE> 23
ING FUNDS TRUST 21
- --------------------------------------------------------------------------------

Pursuant to the Sub-Advisory Agreement, the Manager (not the Trust) pays to
FSCM a monthly fee based on the average daily net assets of the applicable Fund
at the following annual rates:

<TABLE>
<CAPTION>
FUND INVESTMENT SUB-ADVISORY FEE
---- ---------------------------
<S> <C>
ING Mid Cap Growth Fund..... 0.50%
ING Balanced Fund........... 0.40%
ING Focus Fund.............. 0.50%
</TABLE>

The figures following show past performance of FSCM in managing accounts
with investment objectives, policies, styles and techniques substantially
similar though not identical to those of the ING Balanced Fund and the ING Focus
Fund. The performance is not necessarily representative of the past performance
of the above-referenced teams or any individual of the teams. Information
presented is based on performance data provided by FSCM. The past performance
does not represent the ING Balanced Fund or the ING Focus Fund's performance, as
each is newly organized and has no performance record of its own. The table
shows the total returns for a composite of the estimated performance of the
Balanced wrap accounts and Focus wrap accounts managed by FSCM for various
periods ended September 30, 1998, as adjusted for the projected annual expenses
for the ING Balanced and ING Focus Funds' Class A, Class B and Class C shares
during their initial fiscal period as set forth in the Fee Table in this
Prospectus.(+) The amounts shown assume redemption of Fund shares at the end of
each period indicated. Included for comparison purposes are performance figures
of the Balanced Index(++) for the ING Balanced Fund and the S&P 500 Index for
the ING Focus Fund, each an unmanaged market index. The performance shown below
is calculated in accordance with established Securities and Exchange Commission
rules and guidelines.

The composites are made up of unregistered accounts that are not subject to
diversification and other requirements that apply to mutual funds indicated
under applicable securities, tax and other laws that, if applicable, may have
adversely affected performance. As a result, portfolio management strategies
used on the composite and those used on the ING Balanced Fund and the ING Focus
Fund may vary in some respects. The information should not be considered a
prediction of the future performance of these Funds. The actual performance may
be higher or lower than that shown.

ANNUALIZED RATES OF RETURN FOR
PERIODS ENDING SEPTEMBER 30, 1998

BALANCED WRAP ACCOUNTS

<TABLE>
<CAPTION>
CLASS A* CLASS B CLASS C INDEX**
-------- ------- ------- -------
<S> <C> <C> <C> <C>
1 Year 1.47% 1.99% 5.99% 10.23%
3 Years 13.93% 14.48% 15.49% 15.33%
5 Years 10.69% 11.05% 11.31% 13.26%
10 Years 11.25% 11.35% 11.21% 13.02%
</TABLE>

* As described herein, investments in Class A shares equal to or in excess of
$1,000,000 will not be subject to an initial sales charge. The annualized
rate of return, without adjustment for an initial sales charge, would be
6.67%, 16.20%, 12.01% and 11.91% for the 1, 3, 5 and 10 year periods,
respectively.

** The index consists of 50% S&P Index with income and 50% Lehman Intermediate
Government/Corporate Bond.

FOCUS WRAP ACCOUNTS

<TABLE>
<CAPTION>
S&P 500
CLASS A* CLASS B CLASS C INDEX
-------- ------- ------- -------
<S> <C> <C> <C> <C>
1 Year (3.47)% (3.24)% 0.76% 9.04%
Since Inception** 20.01% 21.08% 22.47% 22.50%
</TABLE>

* As described herein, investments in Class A shares equal to or in excess of
$1,000,000 will not be subject to an initial sales charge. The annualized
rate of return, without adjustment for an initial sales charge, would be
1.42% and 23.20% for the 1 year and since inception periods, respectively.

** Inception date is June 30, 1996.

Delta Asset Management. The Manager has retained DELTA, located at 333
South Grand Avenue, Los Angeles, CA 90071 to act as sub-adviser to the ING Tax
Efficient Equity Fund. DELTA is a division of FSCM.

Messrs. Robert Sandroni and Carl Goldsmith and Ms. Marla K. Ryan are
responsible for the day-to-day operations of the ING Tax Efficient Equity Fund.
Messrs. Sandroni and Goldsmith have been investment professionals with DELTA
since 1991 and Ms. Ryan has been an investment professional with DELTA since
1998. Each has over 20 years of investment experience, except Ms. Ryan who has
over 10 years of investment experience.

Pursuant to the Sub-Advisory Agreement, the Manager (not the Trust) pays
DELTA a monthly fee based on the average daily net assets of the Fund at the
annual rate of 0.40%.

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

+ The wrap account performance was adjusted for estimated transaction costs such
as brokerage and custody cost to obtain estimated gross wrap account
performance.

++ 50% S&P Index with income and 50% Lehman Intermediate Government/Corporate
Bond.
<PAGE> 24
22 ING FUNDS TRUST
- --------------------------------------------------------------------------------

THE DISTRIBUTOR

ING Funds Distributor, Inc. acts as distributor and is located at 18 Campus
Boulevard, Suite 200, Newtown Square, PA 19073. As distributor, the Distributor
sells shares of each Fund on behalf of the Trust.
FUND ACCOUNTANT, TRANSFER AGENT AND ACCOUNT SERVICES

ING Fund Services has entered into a Fund Services Agreement with the Funds
pursuant to which ING Fund Services will perform or engage third parties to
perform transfer agency, fund accounting, account services and other services.
Under the Fund Services Agreement, each Fund may pay ING Fund Services annually
up to $40,000 for fund accounting services plus out-of-pocket expenses, $17 per
account for transfer agency services plus out-of-pocket expenses and up to 0.25%
of each Fund's average daily net assets annually for account servicing
activities. ING Fund Services may engage third parties to perform some or all of
these services. Account servicing may include, but is not limited to, (i)
maintaining shareholder accounts; (ii) preparing shareholders statements,
confirmations and shareholder lists; (iii) mailing shareholder statements,
confirmations, prospectuses, statements of additional information, annual and
semi-annual reports and proxy statements; (iv) tabulating proxies; (v)
disbursement of dividends and other distributions; (vi) withholding taxes on
U.S. resident and non-resident accounts where applicable; (vii) preparation and
filing of U.S. Treasury Department Forms 1099 and other appropriate forms by
applicable statutes, rules and regulations; and (viii) providing such other
similar services directly to shareholder accounts. ING Fund Services has
retained DST to act as the Funds' transfer agent and First Data to act as the
Funds' fund accounting agent. DST is located at 333 W. 11th Street, Kansas City,
MO 64105, and First Data is located at 4400 Computer Drive, Westborough, MA
01581-5120.
DISTRIBUTION EXPENSES

Pursuant to a Plan of Distribution adopted by each Fund under Rule 12b-1
under the 1940 Act, each Fund pays the Distributor an annual fee of up to 0.50%
of average daily net assets attributable to that Fund's Class A shares, 0.75% of
average daily net assets attributable to that Fund's Class B and C shares.

The higher distribution fee attributable to Class B and C shares is
designed to permit an investor to purchase such shares through registered
representatives of the Distributor and other broker-dealers without the
assessment of an initial sales charge and at the same time to permit the
Distributor to compensate its registered representatives and other broker-
dealers in connection with the sale of such shares. The distribution fee for all
classes may be used by the Distributor for the purpose of financing any activity
which is primarily intended to result in the sale of shares of the applicable
Fund. For example, such distribution fee may be used by the Distributor: (i) to
compensate broker-dealers, including the Distributor and its registered
representatives, for their sale of Fund shares, including the implementation of
various incentive programs with respect to broker-dealers, banks, and other
financial institutions, (ii) to pay an affiliated party of the Distributor for
interest and other borrowing costs incurred by the Distributor; and (iii) to pay
other advertising and promotional expenses in connection with the distribution
of Fund shares. These advertising and promotional expenses include, by way of
example but not by way of limitation, costs of Prospectuses for other than
current shareholders; preparation and distribution of sales literature;
advertising of any type; expenses of branch offices provided jointly by the
Distributor and affiliated companies; and compensation paid to and expenses
incurred by officers, employees or representatives of the Distributor or of
other broker-dealers, banks, or other financial institutions, including travel,
entertainment, and telephone expenses. If the Distribution Plan is terminated by
the Funds, the Board of Trustees may allow the Funds to pay the 12b-1 fees to
the Distributor for distributing shares before the Plan was terminated.
SHAREHOLDER SERVICING PLAN

The Funds have adopted a Shareholder Servicing Plan pursuant to which it
may pay a service fee up to an annual rate of 0.25% of a Fund's average daily
net assets to various banks, trust companies, broker-dealers or other financial
organizations including the Manager and its affiliates (collectively, "Service
Organizations"). Under the Shareholder Servicing Plan, fees may be used to
compensate Service Organizations who provide administrative and support services
to their customers who may from time to time beneficially own shares of
beneficial interest in the Fund, which may include, but is not limited to, (i)
answering routine customer inquiries regarding the Fund; (ii) assisting
customers in changing dividend options, account designations and addresses, and
in enrolling into any of several investment plans offered by the Fund; (iii)
assisting in processing purchase and redemption transactions, including
arranging wire transfers, transmitting and receiving funds, and verifying
customer signatures; and (iv) providing such other similar services directly to
their customers to the extent permitted under applicable statutes, rules and
regulations.
OTHER EXPENSES

expenses of registering and qualifying the Funds' shares for sale with the SEC
and with various state securities commissions; expenses of obtaining quotations
on the Funds' portfolio securities and pricing of the Funds' shares; expenses of
maintaining the Funds' legal existence and of shareholders' meetings; and
expenses of preparation and distribution to existing shareholders of reports,
proxies and prospectuses. Expenses of the Funds directly attributable to a Fund
are charged to that Fund; other expenses are allocated proportionately among all
of the Funds in relation to the net assets of each Fund.
PORTFOLIO TRANSACTIONS

Pursuant to the Sub-Advisory Agreements, the Sub-Adviser places orders for
the purchase and sale of portfolio investments for the Funds' accounts with
brokers or dealers selected by it in its discretion. In effecting purchases and
sales of equity and debt securities for the account of the Funds, the
Sub-Adviser will seek the best execution of the Funds' orders. Purchase or sale
of equity securities will generally involve the payment of a commission to a
broker-dealer who executes the transaction on behalf of a Fund. Purchases and
sales of portfolio debt securities for the Funds are generally placed by the
Sub-Adviser with primary market makers for these securities on a net basis,
without any brokerage commission being paid by the Funds. Trading of portfolio
debt securities does, however, involve transaction costs. Transactions with
dealers serving as primary market makers reflect the spread between the bid and
asked prices. As permitted by Section 28(e) of the Securities Exchange Act of
1934, the Sub-Adviser may cause a Fund to pay a broker-dealer which provides
"brokerage and research services" (as defined in the Act) to the Sub-Adviser an
amount of disclosed commissions for executing a securities transaction for the
Funds in excess of the commissions another broker-dealer would have charged if
the Sub-Adviser believes the commission paid is reasonable in relation to the
value of the brokerage and research services received by the Sub-Adviser.
Broker-dealers are selected on the basis of a variety of factors such as
reputation, capital strength, size and difficulty of order, sale of Fund shares
and research provided to the Sub-Adviser. The Sub-Adviser may allocate purchase
and sales orders for portfolio securities to broker-dealers that are affiliated
with the Manager, the Sub-Adviser or Distributor in agency transactions, if the
Sub-Adviser believes the quality of the transaction and commissions are
comparable to what they would be with other qualified brokerage firms.

FUND SHARE VALUATION

The net asset value per share of the Funds is calculated at 4:00 p.m.
(Eastern time), Monday through Friday, on each day the New York Stock Exchange
is open for business (a "Business Day"), which excludes the following business
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. The net asset value per share of each class is computed by
dividing the value of the net assets of each class (i.e., the value of the
assets less the liabilities) by the total number of outstanding shares of each
class. All expenses, including fees paid to the Manager, ING Fund Services and
the Distributor, are accrued daily and taken into account for the purpose of
determining the net asset value. Expenses directly attributable to a Fund are
charged to the Fund; other expenses are allocated proportionately among each
Fund within the Trust in relation to the net assets of each Fund, or on another
reasonable basis. Within each class, the expenses are allocated proportionately
based on the net assets of each class, except class specific expenses which are
allocated directly to the respective class.

Securities listed on an exchange or over-the-counter are valued on the
basis of the last sale prior to the time the valuation is made. If there has
been no sale since the immediately previous valuation, then the average of the
last bid and asked prices is used. Quotations are taken from the exchange where
the security is primarily traded. Portfolio securities which are primarily
traded on foreign exchanges may be valued with the assistance of pricing
services and are generally valued at the preceding closing values of such
securities on their respective exchanges, except that when an occurrence
subsequent to the time a foreign security is valued is likely to have changed
such value, then the fair value of those securities will be determined by
consideration of other factors by or under the direction of the Board of
Trustees. Securities for which market quotations are not readily available are
valued at fair value as determined in good faith by or at the direction of the
Board of Trustees. Notwithstanding the above, bonds and other fixed-income
securities are valued by using market quotations and may be valued on the basis
of prices provided by a pricing service approved by the Board of Trustees. All
assets and liabilities initially expressed in foreign currencies will be
converted into U.S. dollars at the mean between the bid and asked prices of such
currencies against U.S. dollars as last quoted by any major bank.

With respect to options contracts entered into by a Fund, the premium
received is recorded as an asset and equivalent liability, and thereafter the
liability is adjusted to the market value of the option determined in accordance
with the preceding paragraph. The premium paid for an option purchased by the
Fund is recorded as an asset and subsequently adjusted to market value.
<PAGE> 26
24 ING FUNDS TRUST
- --------------------------------------------------------------------------------

PURCHASE OF FUND SHARES

HOW TO PURCHASE SHARES

Orders for the purchase of shares will be executed at the net asset value
per share plus any applicable initial sales charges (the "public offering
price") next determined after an order has been received. The minimum initial
investment in a Fund is $2,000 ($1,000 for an IRA investment or any qualified
plan). Any subsequent investments must be at least $50, including an IRA or
qualified plan investment. All initial investments should be accompanied by a
completed Account Application. An Account Application accompanies this
Prospectus. A separate application is required for an IRA or qualified plan
investor. All funds received are invested in full and fractional shares of the
appropriate Fund. Certificates for shares are not issued. When you purchase
shares of a Fund, please specify the class of shares that you wish to purchase.
If you do not choose a class of shares, then your investment will be made in
Class A shares. The Funds reserve the right to reject any purchase order. All
investments may be made using any of the following methods:

By Mail. A completed Account Application together with a check payable to
ING Funds Trust should be forwarded to ING Funds, P.O. Box 419416, Kansas City,
MO 64141-6416. Third party and foreign checks will not be accepted. Please
include the Fund name and your account number on all checks. The remittance slip
from a confirmation statement should be used for this purpose.

Through an Authorized Broker or Investment Adviser. Shares are available to
new and existing shareholders through authorized brokers and investment
advisers. Authorized brokers and investment advisers may impose additional
requirements and charges for the services rendered. Please contact your broker
or investment adviser for instructions on purchasing shares through their
organization.

By Wire. Investments may be made directly through the use of wire
transfers of Federal funds. Contact your bank and request it to wire Federal
funds to the applicable Fund. In most cases, your bank will either be a member
of the Federal Reserve Banking System or have a relationship with a bank that
is. Your bank will normally charge you a fee for handling the transaction. To
purchase shares by a Federal funds wire, please first contact the Funds at
1-877-INFO-ING to obtain a fund account number and reference number for the
wire.

By Automated Clearing House. You can purchase additional Fund shares by
transferring funds from the bank account designated by you. Only an account
maintained at a domestic financial institution which is an Automated Clearing
House member may be so designated. To establish this feature, you must file an
authorization form with the Transfer Agent. You may obtain the necessary
authorization form by calling the Funds at 1-877-INFO-ING. Once the form is
completed, returned, and updated to your account, you can initiate a purchase by
calling the Funds at 1-877-INFO-ING with the amount of your purchase and an
authorization to debit your designated account will be issued. The debit to your
bank account will occur ordinarily within two banking days of your request.
<PAGE> 27
ING FUNDS TRUST 25
- --------------------------------------------------------------------------------

DESCRIPTION OF CLASS A SHARES --
INITIAL SALES CHARGE ALTERNATIVE

General Information. The public offering price of Class A shares is the
net asset value per share of the applicable Fund's shares plus any initial sales
charge. The sales charges and broker-dealer concessions, which vary with the
size of the purchase, are shown in the following table:

<TABLE>
<CAPTION>
SALES CHARGE AS SALES CHARGE AS
PERCENTAGE OF THE PERCENTAGE OF THE BROKER-DEALER
AMOUNT OF SALE OFFERING PRICE NET AMOUNT INVESTED CONCESSION
-------------- ----------------- ------------------- -------------
<S> <C> <C> <C>
Less than $50,000........................................... 5.75% 6.10% 5.00%
$50,000 to $99,999.......................................... 4.75% 4.99% 4.00%
$100,000 to $249,999........................................ 3.75% 3.90% 3.00%
$250,000 to $499,999........................................ 2.75% 2.83% 2.25%
$500,000 to $999,999........................................ 2.00% 2.04% 1.60%
$1,000,000 or more*......................................... -0- -0- 1.00%**
</TABLE>

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

* The Fund imposes a CDSC in connection with certain purchases of Class A
shares of $1,000,000 or more, as described below.

** The Distributor normally pays the broker-dealer concession of 1.00% of the
purchase price of Class A shares to the dealer from its own resources at the
time of the sale, provided the investor would not otherwise qualify for a
waiver, described below, from the initial sales charge (i.e., employees of
the Manager, etc.).

Rights of Accumulation. The initial sales charge for your investment in
Fund shares may be reduced by aggregating the amount of such investment with the
current value of all Fund shares currently owned by you at the time of your
current purchase. In order for the sales charge reductions to be effective under
the Rights of Accumulation, the Transfer Agent must be notified of the reduction
request when the purchase order is placed. The Transfer Agent may require
evidence of your qualification for such reductions. Additional information
concerning the Rights of Accumulation can be obtained from the Funds by calling
1-877-INFO-ING.

Letter of Intent ("LOI"). You may reduce the initial sales charge rate
that applies to your purchases of Class A shares by meeting the terms of an
LOI--a non-binding commitment to invest a certain amount within a thirteen-
month period from your initial purchase. The total amount of your intended
purchases of Class A, B, C and X shares will determine the reduced sales charge
rate for Class A shares purchased during that period. This can include purchases
made up to 90 days before the date of the LOI. Of the LOI amount, 5% will be
held in escrow to cover additional sales charges which may be due if your total
investments over the LOI period are not sufficient to qualify for a sales charge
reduction. In order for the sales charge reductions to be effective under the
LOI, the Transfer Agent must be notified of the reduction request when the
purchase order is placed. The Transfer Agent may require evidence of your
qualification for such reductions. Additional information concerning the LOI can
be obtained from the Funds by calling 1-877-INFO-ING.

Waiver of All Class A Shares Initial Sales Charges. No initial sales
charge is imposed on sales of Class A shares for the following investors: (i)
the Manager, ING Group, any affiliate or direct or indirect subsidiary of ING
Group; (ii) present officers, directors, trustees and employees (and their
parents, spouses and dependent children) of the Fund, the Manager and its
affiliates (including, ING Group, any affiliate or direct or indirect subsidiary
of ING Group), and any retirement plans established by such entities for their
employees; (iii) accounts with respect to which any person described in (ii)
above acts as a custodian on behalf of a minor (including Uniform Gift to Minors
Act and Uniform Transfer to Minors Act accounts); (iv) dealers that have a sales
agreement with the Distributor, if they purchase shares for their own accounts
or for retirement plans for their employees; (v) employees and registered
representatives (and their parents, spouses and dependent children) of dealers
or financial institutions that have entered into sales arrangements with such
dealers (and are identified to the Distributor) or with the Distributor; the
purchaser must certify to the Distributor at the time of purchase that the
purchase is for the purchaser's own account (or for the benefit of such
employee's parents, spouse, parents of spouse, or minor children); (vi) dealers,
brokers, registered investment advisers or third-party administrators or
consultants that have entered into an agreement with the Distributor providing
specifically for the use of Fund shares in investment products or services made
available to their clients (those clients may be charged a transaction fee by
their dealer, broker or adviser for the purchase or sale of Fund shares); and
(vii) employees (and their parents, spouses and dependent children) of firms
providing the Funds, the Trust or their affiliates with regular legal,
actuarial, underwriting, claims, administrative, computer support, marketing,
office or other services.

or CDSC was paid (other than a mutual fund managed by the Manager or any of its
affiliates); (iv) purchases by a defined contribution plan under section 401(a)
of the Code (including 401(k) plans) with at least 25 eligible employees; (v)
purchases by a 403(b)(7) or 457 plan subject to the Employee Retirement Income
Security Act of 1974, as amended; (vi) shares purchased by the reinvestment of
loan repayments by a participant in a retirement plan; (vii) purchases by former
participants in a qualified retirement plan, where a portion of the plan was
invested in the Fund; (viii) purchases by non-qualified deferred compensation
plans; and (ix) purchases under arrangements between the Distributor and
organizations which make recommendations to or permit group solicitations of its
employees, members or participants.

In order for the above sales charge waivers to be effective, the Transfer
Agent must be notified of the waiver request when the purchase order is placed.
The Transfer Agent may require evidence of your qualification for such waivers.
Additional information about the above sales charge waivers can be obtained from
the Funds by calling 1-877-INFO-ING.

Contingent Deferred Sales Charge. The redemption proceeds of Class A
shares that were not at the time of purchase assessed an initial sales charge
because the investor purchased $1,000,000 or more of such shares (including
shares acquired under Right of Accumulation and LOI), will be assessed a CDSC
equal to 1.00% if such shares are redeemed within twelve months after their
purchase date (the "CDSC Period"). The Class A CDSC will be assessed on the
lesser of the net asset value of the shares at the time of redemption or at the
time of purchase. The Class A CDSC will not be imposed on the amount of any
increase in your account value over the initial amount invested. To determine
whether the Class A CDSC applies to a redemption, the Fund redeems shares in the
following order: (i) shares acquired by reinvestment of dividends and capital
gains distributions; (ii) shares held for over one year; and (iii) shares in the
order they were purchased (such that shares held the longest are redeemed
first).

Waiver of Class A CDSC. The Class A CDSC for purchases aggregating $1
million or more will be waived in the following cases if shares are redeemed and
the Transfer Agent is notified prior to the redemption: (i) redemption of shares
by an investor who would otherwise qualify for an exemption, described above,
from the initial sales charge (i.e., employees of the Manager, etc.); (ii)
redemption of shares when a Fund exercises its right to liquidate accounts which
are less than the minimum account size; (iii) redemption to pay for optional
insurance coverage described in the Prospectus under "Redemption
Plans -- Optional Benefit"; (iv) the death or post-purchase disability, as
defined in Section 72(m)(7) of the Code (if satisfactory evidence is provided to
the Fund); (v) the portion of a mandated minimum distribution from an IRA,
Simple IRA or an individual type 403(b)(7) plan equal to the percentage of your
plan assets held in Class A shares of the Fund; (vi) reinvested dividends and
capital gains and (vii) a Systematic Withdrawal Plan of 10% per year where the
minimum distribution is $500 per month.

In order for the CDSC waivers to be effective, the Transfer Agent must be
notified of the waiver request when the redemption order is placed. The Transfer
Agent may require evidence of your qualification for such waivers. Additional
information about the above CDSC waivers can be obtained from the Funds by
calling 1-877-INFO-ING.

Rule 12b-1 Fees. Pursuant to a Plan of Distribution adopted by each Fund
under Rule 12b-1 under the 1940 Act, each Fund pays the Distributor an annual
fee of up to 0.50% of average daily net assets attributable to that Fund's Class
A shares. This fee may be lower than the amount paid in connection with the
Class B, Class C and Class X shares of each Fund.
DESCRIPTION OF CLASS B SHARES --
CONTINGENT DEFERRED SALES CHARGE ALTERNATIVE

General Information. The public offering price of Class B shares is the
net asset value of the applicable Fund's shares. Such shares are sold without an
initial sales charge so that the Fund receives the full amount of the investor's
purchase. However, a CDSC will be imposed if shares are redeemed within six
years of purchase. The Class B CDSC will not apply to redemptions of shares
purchased by the reinvestment of dividends or capital gains distributions and
may be waived under certain circumstances described below. The Class B CDSC will
be assessed on the lesser of the net asset value of the shares at the time of
redemption or at the time of purchase. The Class B CDSC will not be imposed on
the amount of any increase in your account value over the initial amount
invested. The Class B CDSC is paid to the Distributor to reimburse expenses
incurred in providing distribution-related services to the Fund in connection
with the sale of Class B shares. Although Class B shares are sold without an
initial sales charge, the Distributor normally pays a sales commission of 4.00%
of the purchase price of Class B shares to the dealer from its own resources at
the time of the sale. The Distributor, ING Fund Services and their agents may
assign their right to receive any Class B CDSC, certain distribution,
shareholder servicing and account servicing fees to an entity affiliated with
the Manager that provides funding for up-front sales commission payments.

To determine whether the Class B CDSC applies to a redemption, the Fund
redeems shares in the following order: (i) shares acquired by reinvestment of
dividends and capital gains distributions; (ii) shares held for over six years;
and (iii) shares in the order they were purchased (such that shares held the
longest are redeemed first). The amount of the
<PAGE> 29
ING FUNDS TRUST 27
- --------------------------------------------------------------------------------

Class B CDSC will depend on the number of years since the time you invested and
the dollar amount being redeemed, according to the following schedule:

<TABLE>
<CAPTION>
REDEMPTION DURING CLASS B CDSC
----------------- -------------
<S> <C>
1st year after purchase............... 5%
2nd year after purchase............... 4%
3rd year after purchase............... 4%
4th year after purchase............... 3%
5th year after purchase............... 2%
6th year after purchase............... 1%
</TABLE>

In the table, a "year" is a 12-month period. All purchases are considered
to have been made on the business day of the month in which the purchase was
made.

Waiver of Class B CDSC. The Class B CDSC will be waived in the following
cases if shares are redeemed and the Transfer Agent is notified: (i) redemption
of shares when a Fund exercises its right to liquidate accounts which are less
than the minimum account size; (ii) redemption to pay for optional insurance
coverage described in the Prospectus under "Redemption Plans -- Optional
Benefit"; (iii) the death or post-purchase disability, as defined in Section
72(m)(7) of the Code (if satisfactory evidence is provided to the Fund); (iv)
the portion of a mandated minimum distribution from an IRA, Simple IRA or an
individual type 403(b)(7) plan equal to the percentage of your plan assets held
in Class B shares of the Fund; (v) reinvested dividends and capital gains and
(vi) a Systematic Withdrawal Plan of 10% per year where the minimum distribution
is $500 per month with an initial account of $20,000 or greater.

Conversion to Class A Shares. Eight years after you purchase Class B
shares of a Fund, those shares will automatically convert to Class A shares of
that Fund. This conversion feature relieves Class B shareholders of the higher
asset-based distribution charges that applies to these shares. The conversion is
based on the relative net asset value, and no sales load or other charge is
imposed. At the time of conversion, a portion of the Class B shares purchased
through the reinvestment of dividends or capital gains ("Dividend Shares") will
also convert to Class A shares. The portion of Dividend Shares that will convert
is determined by the ratio of your converting Class B non-Dividend Shares to
your total Class B non-Dividend Shares. Under Section 1036 of the Code, the
automatic conversion of Class B shares will not result in a gain or loss to the
Fund or to affected shareholders.

Rule 12b-1 Fees. Pursuant to a Plan of Distribution adopted by each Fund
under Rule 12b-1 under the 1940 Act, each Fund pays the Distributor an annual
fee of up to 0.75% of average daily net assets attributable to that Fund's Class
B shares. This fee is higher than the amount paid in connection with the Class A
shares, but the same as the amount paid in connection with the Class C and Class
X shares of each Fund.
DESCRIPTION OF CLASS C SHARES --
LEVEL SALES CHARGE ALTERNATIVE

General Information. The public offering price of Class C shares is the
net asset value of such shares. Class C shares are sold without an initial sales
charge so that the applicable Fund receives the full amount of the investor's
purchase. While Class C shares do not convert to Class A shares, they are
subject to a lower CDSC (1.00%) and do not have to be held for as long a time
(one year) as Class B shares to avoid paying a CDSC. The Class C CDSC will be
assessed on the lesser of the net asset value of the shares at the time of
redemption or at the time of purchase. The Class C CDSC will not be imposed on
the amount of any increase in your account value over the initial amount
invested. To determine whether the Class C CDSC applies to a redemption, the
Fund redeems shares in the following order: (i) shares acquired by reinvestment
of dividends and capital gains distributions; (ii) shares held for over one
year; and (iii) shares in the order they were purchased (such that shares held
the longest are redeemed first). Class C shares do not convert to Class A
shares.

Proceeds from the CDSC are paid to the Distributor and are used to defray
its expenses related to providing distribution-related services to the
applicable Fund in connection with the sale of Class C shares, such as the
payment of compensation to selected broker-dealers, and for selling Class C
shares. The combination of the CDSC and the Rule 12b-1 fee enables the Fund to
sell the Class C shares without deduction of a sales charge at the time of
purchase. Although Class C shares are sold without an initial sales charge, the
Distributor pays a dealer concession equal to 1.00% of the amount invested to
broker-dealers who sell Class C shares at the time the shares are sold.

Waiver of Class C CDSC. The Class C CDSC will be waived in the following
cases if shares are redeemed and the Transfer Agent is notified: (i) redemption
of shares when a Fund exercises its right to liquidate accounts which are less
than the minimum account size; (ii) redemption to pay for optional insurance
coverage described in the Prospectus under "Redemption Plans -- Optional
Benefit"; (iii) the death or post-purchase disability, as defined in Section
72(m)(7) of the Code (if satisfactory evidence is provided to the Fund); (iv)
the portion of a mandated minimum distribution from an IRA, Simple IRA or an
individual type 403(b)(7) plan equal to the percentage of your plan assets held
in Class C shares of the Fund; (v) reinvested dividends and capital gains and
(vi) a Systematic Withdrawal Plan of 10% per year where the minimum distribution
is $500 per month with an initial account of $20,000 or greater.

Rule 12b-1 Fees. Pursuant to a Plan of Distribution adopted by each Fund
under Rule 12b-1 under the 1940 Act,
<PAGE> 30
28 ING FUNDS TRUST
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each Fund pays the Distributor an annual fee of up to 0.75% of average daily net
assets attributable to that Fund's Class C shares. This fee is higher than the
amount paid in connection with the Class A shares, but the same as the amount
paid in connection with the Class B and Class X shares of each Fund.
IRAS AND QUALIFIED RETIREMENT PLANS

The Funds may be used as a funding medium for IRAs and Qualified Retirement
Plans. Contributions are subject to prevailing limits set by the Internal
Revenue Service. An annual maintenance fee is imposed per taxpayer
identification number per plan type. Establishment of these accounts requires a
special application. For more information, please call the Funds at
1-877-INFO-ING.
MINIMUM ACCOUNT BALANCE

If (i) an account opened in a Fund has been in effect for at least one year
and the shareholder has not made an additional purchase in that account within
the preceding six calendar months and (ii) the value of such account drops below
$500 for three consecutive months as a result of redemptions or exchanges, the
Fund has the right to redeem the account, after giving the shareholder 60 days'
prior written notice, unless the shareholder makes additional investments within
the notice period to bring the account value up to $500. If a Fund determines
that a shareholder has provided incorrect information in opening an account with
a Fund or in the course of conducting subsequent transactions with the Fund
related to such account, the Fund may, in its discretion, redeem the account and
distribute the proceeds of such redemption to the shareholder.
REINSTATEMENT PRIVILEGE (CLASS A SHARES ONLY)

Within 90 days of a redemption, a shareholder may invest all or part of the
redemption proceeds of Class A shares in Class A shares of any ING Fund at the
net asset value next computed after receipt by the Transfer Agent of the funds
to be reinvested. The shareholder must ask the Transfer Agent for such privilege
at the time of reinvestment. A realized gain on the redemption is taxable, and
reinvestment may alter any capital gains payable. If there has been a loss on
the redemption and shares of the same fund are repurchased, all of the loss may
not be tax deductible, depending on the timing and amount reinvested. Under the
Code, if the redemption proceeds of fund shares on which a sales charge was paid
are reinvested in (or exchanged for) shares of another ING Fund at a reduced
sales charge within 90 days of the payment of the sales charge, the
shareholder's basis in the fund shares redeemed may not include the amount of
the sales charge paid, thereby reducing the loss or increasing the gain
recognized from the redemption; however, the shareholder's basis in the fund
shares purchased will include the sales charge. Each ING Fund may amend, suspend
or cease offering this privilege at any time as to shares redeemed after the
date of such amendment, suspension or cessation. This privilege may only be
exercised once each year by a shareholder with respect to each ING Fund.

Shareholders who are assessed a CDSC in connection with the redemption of
Class A shares and who subsequently reinvest a portion or all of the value of
the redeemed shares in Class A shares of any ING Fund within 90 days after such
redemption may do so at net asset value if such privilege is claimed at the time
of reinvestment. Such reinvested proceeds will not be subject to either a
front-end sales charge at the time of reinvestment or an additional CDSC upon
subsequent redemption. In order to exercise this reinvestment privilege, the
shareholder must notify the Transfer Agent of his or her intent to do so at the
time of reinvestment. This reinvestment privilege does not apply to Class B or C
shares.

PURCHASE PLANS

The Trust offers various purchase plans that make investing in additional
shares of the Funds more convenient than by mail or wire. The following are the
plans offered and the features of the plans. Please contact the Funds at
1-877-INFO-ING for the appropriate authorization form. These purchase plans are
currently not available for investors that invest through IRAs or any qualified
plans.

ING Auto-Asset Accumulation Plan. This plan permits you to purchase Fund
shares (minimum of $50 per transaction) at regular intervals selected by you.
Fund shares are purchased by transferring funds from the bank account designated
by you. Only an account maintained at a domestic financial institution which is
an Automated Clearing House member may be so designated. To establish an
Auto-Asset Accumulation Plan account, you must file an authorization form with
the Transfer Agent. You may obtain the necessary authorization form from the
Funds by calling 1-877-INFO-ING. You may cancel your participation in this
privilege or change the amount of purchase at any time by mailing written
notification to ING Funds, P.O. Box 419416, Kansas City, MO 64141-6416, and the
notification will be effective three business days following receipt. The Fund
may modify or terminate this privilege at any time or charge a service fee. No
such fee currently is contemplated.

ING Directed Federal Deposit Plan. ING Directed Federal Deposit Plan
enables you to purchase Fund shares
<PAGE> 31
ING FUNDS TRUST 29
- --------------------------------------------------------------------------------

(minimum of $50 per transaction) by having Federal salary,
Social Security, or certain veterans', military or other payments from the
Federal government automatically deposited into your Fund account. You may
deposit as much of such payments as you elect. To enroll in this plan you must
file with the Transfer Agent a completed Directed Deposit Sign-Up Form for each
type of payment that you desire to include in this plan. The appropriate form
may be obtained from the Funds by calling 1-877-INFO-ING. Death or legal
incapacity will terminate your participation in this plan. You may elect at any
time to terminate your participation by notifying in writing the appropriate
Federal agency. The Fund may terminate your participation upon 30 days' notice
to you.

ING Scheduled Payroll Investment Program. ING Scheduled Payroll Investment
Program permits you to purchase Fund shares automatically on a regular basis.
Depending upon your employer's direct deposit program, you may have part or all
of your paycheck transferred to your existing ING account electronically through
the Automated Clearing House system at each pay period. To establish an ING
Scheduled Payroll Investment Program account, you must file an authorization
form with your employer's payroll department. Your employer must complete the
reverse side of the form and return it to ING Funds, P.O. Box 419416, Kansas
City, MO 64141-6416. You may obtain the necessary authorization form from the
Funds by calling 1-877-INFO-ING. You may change the amount of purchase or cancel
the authorization only by written notification to your employer. It is the sole
responsibility of your employer, not the Distributor, the Trust, the Transfer
Agent or any other person, to arrange for transactions under the ING Scheduled
Payroll Investment Program. Minimum investment amounts will be determined on a
case-by-case basis. The Fund may modify or terminate this program at any time or
charge a service fee. No such fee currently is contemplated.

REDEMPTION OF FUND SHARES

HOW TO REDEEM SHARES

Shareholders may redeem their shares, in whole or in part, on each day a
Fund is valued. Shares will be redeemed without charge (except any applicable
CDSC) at the net asset value next determined after a redemption request in good
order has been received by the applicable Fund. The CDSC applicable to the Class
A, B and C shares is described under "Purchase of Fund Shares." In the instance
where a shareholder owns more than one class of shares and the shares being
redeemed are not subject to the CDSC, those shares with the highest Rule 12b-1
fee will be redeemed in full prior to any redemption of shares with a lower Rule
12b-1 fee.

Where purchases are made by check in any Fund, redemption proceeds will be
made available immediately upon clearance of the purchase check, which may take
up to 15 calendar days. Shareholders may avoid this delay by investing through
wire transfers of Federal funds. During the period prior to the time the shares
are redeemed, dividends on the shares will continue to accrue and be payable and
the shareholder will be entitled to exercise all other beneficial rights of
ownership.

Once the shares are redeemed, a Fund will ordinarily send the proceeds by
check to the shareholder at the address of record on the next business day. The
Funds may, however, take up to seven days to make payment. This will not be the
customary practice. Also, if the New York Stock Exchange is closed (or when
trading is restricted) for any reason other than the customary weekend or
holiday closing or if an emergency condition as determined by the SEC merits
such action, the Funds may suspend redemptions or postpone payment dates. No
interest or additional dividends will be earned on amounts represented by
uncashed redemption checks or misapplied wire payments.

To ensure acceptance of your redemption request, it is important to follow
the procedures described below. Although the Funds have no present intention to
do so, the Funds reserve the right to refuse or to limit the frequency of any
telephone or wire redemptions. Of course, it may be difficult to place orders by
telephone during periods of severe market or economic change, and a shareholder
should consider alternative methods of communications, such as couriers. The
Funds may modify or terminate their services and provisions at any time. If the
Funds terminate any particular service, they will do so only after giving
written notice to shareholders. Redemption by mail will always be available to
shareholders. Under certain circumstances described below, a signature guarantee
may be required. You may redeem your shares using any of the following methods:

By Mail. You may redeem your shares by sending a letter directly to ING
Funds, P.O. Box 419416, Kansas City, MO 64141-6416. To be accepted, a letter
requesting redemption must include: (i) the Fund name and account registration
from which you are redeeming shares; (ii) your account number; (iii) the amount
to be redeemed and (iv) the signatures of all registered owners. A signature
guarantee may be required as indicated below. Corporations, partnerships, trusts
or other legal entities will be required to submit additional documentation.

may be recorded to protect you and the Funds. Telephone redemptions are
available unless the shareholder specifically declines this option on the
Account Application and may only be sent to the address of record or preassigned
wire instructions. The Funds employ reasonable procedures to confirm that
instructions communicated by telephone are genuine. If the Funds fail to employ
such reasonable procedures, they may be liable for any loss, damage or expense
arising out of any telephone transactions purporting to be on a shareholder's
behalf. In order to assure the accuracy of instructions received by telephone,
the Funds require some form of personal identification prior to acting upon
instructions received by telephone, record telephone instructions and provide
written confirmation to investors of such transactions. Telephone redemptions
will be suspended for a period of 15 days following a telephone address change.

By Wire. You may instruct the Funds to send your redemption proceeds via a
wire transmission to your personal bank. Your instructions should include: (i)
your account number, social security number and account registration; (ii) the
Fund name from which you are redeeming shares; and (iii) the amount to be
redeemed. Your bank may charge you a fee for receiving a wire payment on your
behalf.

Through an Authorized Broker or Investment Adviser. You may redeem your
shares by contacting your authorized broker or investment adviser and
instructing him or her to redeem your shares. He or she will then contact ING
Fund Services and place a redemption trade on your behalf.

Certain of the above-mentioned redemption services may not be available for
clients of authorized brokers or investment advisers or for IRAs. These clients
should contact their representative.
SIGNATURE GUARANTEES

A signature guarantee is designed to protect the investor, the Trust, the
Distributor, and their agents by verifying the signature of each investor
seeking to redeem, transfer, or exchange shares of ING Funds. Signature
guarantees are required for: (i) redemptions by mail in excess of $50,000; (ii)
redemptions by mail if the proceeds are to be paid to someone other than the
name(s) in which the account is registered; (iii) written redemptions requesting
proceeds to be sent by wire to other than the bank of record for the account;
(iv) redemptions requesting proceeds to be sent to a new address or an address
that has been changed within the past 15 days; (v) requests to transfer the
registration of shares to another owner; (vi) telephone exchange and telephone
redemption authorization forms; (vii) changes in previously designated wiring
instructions; and (viii) written redemptions or exchanges of shares previously
reported as lost/abandoned property, whether or not the redemption amount is
under $50,000 or the proceeds are to be sent to the address of record. These
requirements may be waived or modified upon notice to shareholders.

Acceptable guarantors include banks, broker-dealers, credit unions,
national securities exchanges, savings associations and any other organization,
provided that such institution or organization qualifies as an "eligible
guarantor institution" as that term is defined in rules adopted by the SEC, and
further provided that such guarantor institution is listed in one of the
reference guides contained in the Transfer Agent's current Signature Guarantee
Standards and Procedures, such as certain domestic banks, credit unions,
securities dealers, or securities exchanges. The Transfer Agent will also accept
signatures with either: (i) a signature guarantee with a medallion stamp of the
STAMP Program, or (ii) a signature guaranteed with a medallion stamp of the NYSE
Medallion Signature Program, provided that in either event, the amount of the
transaction involved does not exceed the surety coverage amount indicated on the
medallion. For information regarding whether a particular institution or
organization qualifies as an "eligible guarantor institution," an investor
should call the Funds at 1-877-INFO-ING.
REDEMPTION IN KIND

All redemptions of shares of the Funds shall be made in cash, except that
the commitment to redeem shares in cash extends only to redemption requests made
by each shareholder of a Fund during any 90-day period of up to the lesser of
$250,000 or 1% of the net asset value of that Fund at the beginning of such
period. This commitment is irrevocable without the prior approval of the SEC and
is a fundamental policy of the Funds that may not be changed without shareholder
approval. In the case of redemption requests by shareholders in excess of such
amounts, the Board of Trustees reserves the right to have the Funds make
payment, in whole or in part, in securities or other assets, in case of an
emergency or any time a cash distribution would impair the liquidity of a Fund
to the detriment of the existing shareholders. In this event, the securities
would be valued in the same manner in which the securities of that Fund are
valued. If the recipient were to sell such securities he or she may receive more
or less than the value of such securities as determined above, and might incur
brokerage charges.
<PAGE> 33
ING FUNDS TRUST 31
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REDEMPTION PLANS

The Trust offers various redemption plans that make redeeming shares of the
Funds more convenient than by mail or wire. The following are the plans offered
and the features of the plans. Please contact the Funds at 1-877-INFO-ING for
the appropriate authorization form. These redemption plans are currently not
available for investors that invested through IRAs or any qualified plans.

Systematic Withdrawal Plan. An owner of $10,000 or more of a Fund may
elect to have periodic redemptions from his or her account to be paid on a
monthly, quarterly, semi-annual or annual basis. The minimum periodic payment is
$50. A sufficient number of shares to make the scheduled redemption will
normally be processed on the selected day of the selected month(s). Depending on
the size of the payment requested and fluctuation in the net asset value, if
any, of the shares redeemed, redemptions for the purpose of making such payments
may reduce or even exhaust the account. A shareholder may request that these
payments be sent to a predesignated bank or other designated party. Capital
gains and dividend distributions paid to the account will automatically be
reinvested at net asset value on the distribution payment date.

ING "Bank to Bank" Transfer Plan. You may request by telephone that
redemption proceeds (minimum $500 per day) be transferred between your Fund
account and your bank account. Only a bank account maintained in a domestic
financial institution which is an Automated Clearing House member may be
designated. Redemption proceeds will be on deposit in your account at an
Automated Clearing House member bank ordinarily two days after receipt of the
redemption request. Holders of jointly registered Fund or bank accounts may
redeem through the plan for transfer to their bank account not more than
$250,000 within any 30-day period.

Optional Benefit. ING Group, an affiliate of ING Group, or an unrelated
third party (the "Insurer") may make certain life insurance coverage available
to certain persons on whose behalf shares of the Funds are purchased. The
benefits of this coverage payable at death will be related to the amounts paid
to purchase shares and to the value of the shares held for the benefit of the
insured persons. Therefore, coverage will terminate if all shares are redeemed.

Purchasers of the life insurance coverage will be required to authorize
periodic redemptions of Fund shares to pay the premiums for such coverage. Such
redemptions will not be subject to CDSCs, but will have the same tax
consequences as any other Fund redemptions.

This life insurance coverage will be available to eligible persons who
enroll for the coverage within a limited time period after shares in any Fund
are initially purchased or transferred. In addition, coverage cannot be made
available unless the Insurer knows for whose benefit shares are purchased. For
instance, coverage cannot be made available for shares registered in the name of
your broker unless the broker provides the Insurer with information regarding
the beneficial owners of such shares. Other restrictions on the coverage will
apply, such as the age of the persons upon whose life the coverage is issued.
This insurance coverage may not be available in all states and may be subject to
additional restrictions or limitations on coverage. Purchasers of shares should
also make themselves familiar with the impact on the life coverage of purchasing
additional shares, reinvestment of dividends and capital gains distributions and
redemptions. Please call 1-877-INFO-ING for more information and application
forms for this program.

EXCHANGE OF FUND SHARES

General Information. The Funds offer several convenient ways to exchange
shares in one Fund for shares in the same class of another Fund in the Trust.
All exchanges will be made based on the net asset value next determined
following receipt of the request by a Fund in good order, plus with regard to
Class A shares, any applicable sales charge. See "Purchase of Fund
Shares -- Reinstatement Privilege (Class A shares only)". If a shareholder
exchanges shares subject to a CDSC (being either Class B or Class C shares) for
the same shares of a different ING Fund, the transaction will not be subject to
a CDSC. However, when shares acquired through the exchange are redeemed out of
the ING Family of Funds, then the shareholder will be treated as if no exchange
took place for the purpose of determining the CDSC period and applying the CDSC.

A new account opened by exchange must be established with the same name(s),
address and social security number as the existing account. Before engaging in
an exchange transaction, a shareholder should read carefully the prospectus
describing the Fund into which the exchange will occur, which is available
without charge and can be obtained by calling the Funds at 1-877-INFO-ING. A
shareholder may not exchange shares of one Fund for shares of another Fund if
the new Fund is not qualified for sale in the state of the shareholder's
residence. The Trust may terminate or amend the terms of the exchange privilege
at any time upon at least 60 days' prior written notice to shareholders of any
modification or termination of the exchange privilege.

An exchange is taxable as a sale of a security on which a gain or loss may
be recognized. Shareholders will receive written confirmation of the exchange
following completion of the transaction. You may exchange your shares using any
of the following methods:
<PAGE> 34
32 ING FUNDS TRUST
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Exchange by Mail. To exchange Fund shares by mail, simply send a letter of
instruction to the Fund. The letter of instruction must include: (i) your
account number; (ii) the Fund from and the Fund into which you wish to exchange
your investment; (iii) the dollar or share amount you wish to exchange; and (iv)
the signatures of all registered owners or authorized parties.

Exchange by Telephone. To exchange Fund shares by telephone or if you have
any questions simply call the Funds at 1-877-INFO-ING. You should be prepared to
give the telephone representative the following information: (i) your account
number, social security or tax identification number and account registration;
(ii) the name of the Fund from and the Fund into which you wish to transfer your
investment; and (iii) the dollar or share amount you wish to exchange. Telephone
exchanges are available unless the shareholder specifically declines this option
on the Account Application. Telephone exchanges will be suspended for a period
of ten days following a telephone address change. See "Redemption of Fund
Shares -- By Telephone" for a discussion of telephone transactions generally.

Auto-Exchange Privilege. The Auto-Exchange Privilege enables you to invest
regularly (on a monthly, quarterly, semi-annual or annual basis), in exchange
for shares of the Fund, in shares of certain other funds in the ING Family of
Funds of which you are a shareholder. The amount you designate, which can be
expressed either in terms of a specific dollar or share amount ($50 minimum),
will be exchanged automatically on the first and/or fifteenth day of the month
according to the schedule you have selected. Shares will be exchanged at the
then-current net asset value; however, a sales load may be charged with respect
to exchanges into funds sold with a sales load. The right to exercise this
privilege may be modified or canceled by the Fund or the Transfer Agent. You may
modify or cancel your exercise of this privilege at any time by mailing written
notification to the ING Funds, P.O. Box 419416, Kansas City, MO 64141-6416. The
Fund may charge a service fee for the use of this privilege. No such fee
currently is contemplated. For more information concerning this privilege and
the funds in the ING Family of Funds eligible to participate in this privilege,
or to obtain a Auto-Exchange Authorization Form, please call the Funds at
1-877-INFO-ING.

DIVIDENDS, DISTRIBUTIONS AND TAX MATTERS

DIVIDENDS AND DISTRIBUTIONS

Dividends and distributions will be reinvested in the respective shares of
the Funds at net asset value, unless you elect to receive such dividends and
distributions in cash five full business days prior to the record date.
Dividends declared in, and attributable to, the preceding period will be paid
within five business days after the end of the period. Investors who redeem all
or a portion of Fund shares prior to a dividend payment date will be entitled on
the next dividend payment date to all dividends declared but unpaid on those
shares at the time of their redemption.

If you elect to receive distributions in cash, and if your checks are
returned and marked as "undeliverable", or remain uncashed for six months, then
your cash election will be changed automatically and your future dividend and
capital gains distributions will be reinvested in the Fund at the per share net
asset value determined as of the date of payment of the distribution. In
addition, any undeliverable checks or checks that remain uncashed for six months
will be canceled and will be reinvested in the Fund at the per share net asset
value determined as of the date of cancellation.

You also may elect to automatically invest dividend and capital gains
distributions, if any, paid by the Funds in shares of another fund in the Trust
of which you are a shareholder. Shares of the other fund will be purchased at
the then-current net asset value.

You also may elect to transfer electronically dividend and/or capital gains
distributions, if any, from the Funds to a designated bank account. Only an
account maintained at a domestic financial institution which is an Automated
Clearing House member may be so designated. Banks may charge a fee for this
service.

The above described elections may be made either on the Account Application
or by calling the Funds at 1-877-INFO-ING.
TAX MATTERS

All Funds. Each Fund intends to qualify and elect to be treated as a
regulated investment company and intends to continue to qualify to be treated as
a regulated investment company for each taxable year pursuant to the provisions
of Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code").
By so qualifying and electing, each Fund generally will not be subject to
Federal income tax to the extent that it distributes investment company taxable
income and net realized capital gains in the manner required under the Code.

annually, except for the ING Growth & Income Fund and the ING Balanced Fund,
which will pay dividends quarterly. Each Fund intends to distribute, at least
annually, substantially all net capital gains (the excess of net long-term
capital gains over net short-term capital losses). In determining amounts of
capital gains to be distributed, any capital loss carryovers from prior years
will be applied against capital gains.

So long as the Funds qualify as regulated investment companies for federal
income tax purposes, each Fund, in computing its income subject to federal
income tax, is entitled to deduct all dividends other than "preferential"
dividends paid by it to shareholders during the taxable year. "Preferential"
dividends are dividends other than dividends which have been distributed to
shareholders pro rata without preference to any share of the Fund as compared
with other shares of the same class and without preference to one class of
shares as compared with another, except in accordance with the former's dividend
rights as a class. The Funds believe that a multiple-class structure having all
of the features of the multiple-class structure of each of the Funds would not
result in dividends being treated as "preferential." The Funds' belief is not
binding on the Internal Revenue Service (the "IRS"), no ruling has been obtained
by the Funds from the IRS on the matter and there can be no guarantee that the
IRS will agree with the Funds on this matter. The Funds' belief is based on the
application of current federal income tax law and relevant authorities, and
subsequent changes in federal tax law or judicial or administrative decisions or
pronouncements may supercede or affect the Funds' conclusions. The Funds do not
believe that a multiple-class structure having all of the features of the
multiple-class structure of each of the Funds has been considered by the IRS in
other rulings. If dividends declared and paid by a Fund on any class of shares
were to be treated as "preferential," dividends paid by the Fund to shareholders
on all classes, of shares during the taxable year would become non-deductible.
In this event, the Fund would not be treated as a regulated investment company
and the Fund would be taxed on its net income, without any deductions for
dividends paid to its shareholders. The resulting federal and state income tax
liability, and any related interest and penalties, would be payable from and to
the extent of such Fund's then available assets and ultimately would be borne by
all current shareholders. The treatment of dividends declared and paid during
the taxable year on any class of shares as preferential, and the resulting
failure of a Fund to be treated as a regulated investment company, could have
additional personal income tax consequences for shareholders of the Fund,
including the taxation of distributions as ordinary income that otherwise would
have been classified as net capital gains.

Distributions of net investment company taxable income (regardless of
whether derived from dividends, interest or short-term capital gains) generally
will be taxable to shareholders as ordinary income. Distributions of net long-
term capital gains designated by a Fund as capital gain distributions will be
taxable as long-term capital gains, regardless of how long a shareholder has
held his Fund shares. Distributions are taxable in the same manner whether
received in additional shares or in cash.

Earnings of the Funds not distributed on a timely basis in accordance with
a calendar year distribution requirement are subject to a nondeductible 4%
excise tax. To prevent imposition of this tax, each Fund intends to comply with
this distribution requirement.

A distribution will be treated as paid on December 31 of the calendar year
if it is declared by a Fund during October, November, or December of that year
to shareholders of record in such a month and paid by a Fund during January of
the following calendar year. Such distributions will be treated as received by
shareholders (and therefore taxable) in the calendar year in which the
distributions are declared, rather than the calendar year in which the
distributions are received.

Special tax rules may apply to a Fund's acquisition of financial futures
contracts, forward contracts, and options on futures contracts. Such rules may,
among other things, affect whether gains and losses from such transactions are
considered to be short-term or long-term, may have the effect of deferring
losses and/or accelerating the recognition of gains or losses, and, for purposes
of qualifying as a regulated investment company, may limit the extent to which a
Fund may be able to engage in such transactions.

It is expected that dividends and interest from non-U.S. sources received
by a Fund will be subject to non-U.S. withholding taxes. Such withholding taxes
may be reduced or eliminated under the terms of applicable United States income
tax treaties, and the Fund intends to undertake any procedural steps required to
claim the benefits of such treaties. With respect to any non-U.S. taxes
(including withholding taxes) actually paid by the Fund, if more than 50% in
value of the Fund's total assets at the close of any taxable year consists of
stocks or securities of any non-U.S. corporations, the Fund may elect to treat
any non-U.S. taxes paid by it as paid by its shareholders. If the Fund does not
make the election permitted under Section 853, any foreign taxes paid or accrued
will represent an expense to the Fund which will reduce its investment company
taxable income. Absent this election, shareholders will not be able to claim
either a credit or a deduction for their pro rata portion of such taxes paid by
the Fund, nor will shareholders be required to treat as part of the amounts
distributed to them their pro rata portion of such taxes paid.

taxes in computing their U.S. Federal income tax liability. Availability of such
a credit or deduction is subject to certain limitations. Shareholders will be
informed each year in which the Fund makes the election regarding the amount and
nature of foreign taxes to be included in their income for U.S. Federal income
tax purposes.

Shareholders should also note that certain gains or losses attributable to
fluctuations in exchange rates or foreign currency forward contracts may
increase or decrease the amount of income of a Fund available for distribution
to shareholders, and should note that if such losses exceed other income during
a taxable year, the Fund would not be able to pay ordinary income dividends.

A Fund's distributions with respect to a given taxable year may exceed the
current and accumulated earnings and profits of that Fund available for
distribution. In that event, distributions in excess of such earnings and
profits would be characterized as a return of capital to shareholders for
Federal income tax purposes, thus reducing each shareholder's cost basis in his
Fund shares. Distributions in excess of a shareholder's cost basis in his shares
would be treated as a gain realized from a sale of such shares.

A redemption is a taxable transaction on which gain or loss may be
recognized. Any gain or loss realized by a shareholder upon the sale or other
disposition of shares of a Fund, or upon receipt of a distribution in complete
liquidation of a Fund, generally will be a capital gain or loss which will be
long-term or short-term generally depending upon the shareholder's holding
period of the shares. A loss realized by a shareholder on a redemption, sale, or
exchange of shares of a Fund with respect to which capital gain dividends have
been paid will be characterized as a long-term capital loss to the extent of
such capital gain dividends.

The Funds may be required to withhold for Federal income tax ("backup
withholding") 31% of the distributions and the proceeds of redemptions payable
to shareholders who fail to provide a correct taxpayer identification number or
to make required certifications, or where a Fund or shareholder has been
notified by the IRS that the shareholder is subject to backup withholding. Most
corporate shareholders and certain other shareholders specified in the Code are
exempt from backup withholding. Backup withholding is not an additional tax. Any
amounts withheld may be credited against the shareholder's U.S. Federal income
tax liability.

Shareholders will be notified annually by the Funds as to the Federal tax
status of distributions made by the Funds in which they invest. Depending on the
residence of the shareholder for tax purposes, distributions also may be subject
to state and local taxes, including withholding taxes. Foreign shareholders may,
for example, be subject to special withholding requirements. Special tax
treatment, including a penalty on certain pre-retirement distributions, is
accorded to accounts maintained as IRAs. SHAREHOLDERS SHOULD CONSULT THEIR OWN
TAX ADVISERS AS TO THE FEDERAL, STATE AND LOCAL TAX CONSEQUENCES OF OWNERSHIP OF
SHARES OF THE FUNDS IN THEIR PARTICULAR CIRCUMSTANCES.

DESCRIPTION OF SECURITIES AND INVESTMENT PRACTICES

The following is a description of investment practices of the Funds and the
securities in which they may invest:

U.S. Treasury Obligations (All Funds). The Funds may invest in U.S.
Treasury obligations, which are backed by the full faith and credit of the
United States Government as to the timely payment of principal and interest.
U.S. Treasury obligations consist of bills, notes, and bonds and separately
traded interest and principal component parts of such obligations known as
STRIPS which generally differ in their interest rates and maturities. U.S.
Treasury bills, which have original maturities of up to one year, notes, which
have maturities ranging from one year to 10 years, and bonds, which have
original maturities of 10 to 30 years, are direct obligations of the United
States Government.

U.S. Government Securities (All Funds). U.S. Government securities are
obligations issued or guaranteed by the U.S. Government, its agencies or
instrumentalities. U.S. Government securities include debt securities issued or
guaranteed by U.S. Government-sponsored enterprises and federal agencies and
instrumentalities. Some types of U.S. Government securities are supported by the
full faith and credit of the United States Government or U.S. Treasury
guarantees, such as mortgage-backed certificates guaranteed by the Government
National Mortgage Association ("GNMA"). Other types of U.S. Government
securities, such as obligations of the Student Loan Marketing Association,
provide recourse only to the credit of the agency or instrumentality issuing the
obligation. In the case of obligations not backed by the full faith and credit
of the United States Government, the investor in the obligation must look to the
agency issuing or guaranteeing the obligation for ultimate repayment.

Commercial Paper (All Funds). Commercial paper includes short-term
unsecured promissory notes, variable rate demand notes and variable rate master
demand notes issued by both domestic and foreign bank holding companies,
corporations and financial institutions and United States Government agencies
and instrumentalities, subject to the rating requirements specified for each
Fund.

Funds may invest in both rated commercial paper and rated corporate debt
obligations of foreign issuers that meet the same quality criteria applicable to
investments by the Funds in commercial paper and corporate debt obligations of
domestic issuers. These investments, therefore, are not expected to involve
significant additional risks as compared to the risks of investing in comparable
domestic securities. Generally, all foreign investments carry with them both
opportunities and risks not applicable to investments in securities of domestic
issuers, such as risks of foreign political and economic instability, adverse
movements in foreign exchange rates, the imposition or tightening of exchange
controls or other limitations on repatriation of foreign capital, changes in
foreign governmental attitudes toward private investment (possibly leading to
nationalization, increased taxation or confiscation of foreign assets) and added
difficulties inherent in obtaining and enforcing a judgment against a foreign
issuer of securities should it default.

Mortgage-Related Securities (All Funds). The Funds are permitted to invest
in mortgage-related securities subject to the rating and quality requirements
specified with respect to each such Fund. Mortgage pass-through securities are
securities representing interests in "pools" of mortgages in which payments of
both interest and principal on the securities are made monthly, in effect,
"passing through" monthly payments made by the individual borrowers on the
mortgage loans which underlie the securities (net of fees paid to the issuer or
guarantor of the securities). Early repayment of principal on mortgage
pass-through securities (arising from prepayments of principal due to sale of
the underlying property, refinancing, or foreclosure, net of fees and costs
which may be incurred) may expose a Fund to a lower rate of return upon
reinvestment of principal. Also, if a security subject to prepayment has been
purchased at a premium, in the event of prepayment the value of the premium
would be lost. As with other fixed-income securities, when interest rates rise,
the value of mortgage-related securities generally will decline; however, when
interest rates decline, the value of mortgage-related securities with prepayment
features may not increase as much as other fixed-income securities. In
recognition of this prepayment risk to investors, the Public Securities
Association (the "PSA") has standardized the method of measuring the rate of
mortgage loan principal prepayments. The PSA formula, the Constant Prepayment
Rate or other similar models that are standard in the industry will be used by
the Funds in calculating maturity for purposes of investment in mortgage-related
securities. The inverse relation between interest rates and value of fixed
income securities will be more pronounced with respect to investments by the
Fund in mortgage-related securities, the value of which may be more sensitive to
interest rate changes.

Payment of principal and interest on some mortgage pass-through securities
(but not the market value of the securities themselves) may be guaranteed by the
full faith and credit of the U.S. Government (in the case of securities
guaranteed by GNMA or guaranteed by agencies or instrumentalities of the U.S.
Government (in the case of securities guaranteed by the Federal National
Mortgage Association ("FNMA") or the Federal Home Loan Mortgage Corporation
("FHLMC"), which are supported only by the discretionary authority of the U.S.
Government to purchase the agency's obligations). Mortgage pass-through
securities created by non-governmental issuers (such as commercial banks,
savings and loan institutions, private mortgage insurance companies, mortgage
bankers and other secondary market issuers) may be supported in various forms of
insurance or guarantees issued by governmental entities.

Collateralized Mortgage Obligations ("CMOs") are hybrid instruments with
characteristics of both mortgage-backed bonds and mortgage pass-through
securities. Similar to a bond, interest and prepaid principal on a CMO are paid,
in most cases, semi-annually. CMOs may be collateralized by whole mortgage loans
but are more typically collateralized by portfolios of mortgage pass-through
securities guaranteed by GNMA, FHLMC or FNMA. CMOs are structured in multiple
classes, with each class bearing a different stated maturity or interest rate.
The inverse relation between interest rates and value of fixed income securities
will be more pronounced with respect to investments by the Fund in
mortgage-related securities, the value of which may be more sensitive to
interest rate changes.

Asset-Backed Securities (All Funds). These Funds are permitted to invest
in asset-backed securities, subject to the rating and quality requirements
specified with respect to each such Fund. Through the use of trusts and special
purpose subsidiaries, various types of assets, primarily home equity loans and
automobile and credit card receivables, are being securitized in pass-through
structures similar to the mortgage pass-through structures described above.
Consistent with the Funds' investment objectives, policies and quality
standards, a Fund may invest in these and other types of asset-backed securities
which may be developed in the future.

Asset-backed securities involve certain risks that are not posed by
mortgage-related securities, resulting mainly from the fact that asset-backed
securities do not usually contain the benefit of a complete security interest in
the related collateral. For example, credit card receivables generally are
unsecured and the debtors are entitled to the protection of a number of state
and Federal consumer credit laws, some of which may reduce the ability to obtain
full payment. In the case of automobile receivables, due to various legal and
economic factors, proceeds from repossessed collateral may not always be
sufficient to support payments on these securities. The risks associated with
asset-backed securities are often reduced by the addition of credit enhancements
such as a letter of credit from a bank, excess collateral or a third-party
guarantee.
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Common Stocks (All Funds). Common stock represents the residual ownership
interest in the issuer after all of its obligations and preferred stocks are
satisfied. Common stock fluctuates in price in response to many factors,
including historical and prospective earnings of the issuer, the value of its
assets, general economic conditions, interest rates, investor perceptions and
market volatility.

Preferred Stocks (All Funds). Preferred stock has a preference over common
stock in liquidation and generally in dividends as well, but is subordinated to
the liabilities of the issuer in all respects. Preferred stock may or may not be
convertible into common stock. As a general rule, the market value of preferred
stock with a fixed dividend rate and no conversion element varies inversely with
interest rates and perceived credit risk. Because preferred stock is junior to
debt securities and other obligations of the issuer, deterioration in the credit
quality of the issuer will cause greater changes in the value of a preferred
stock than in a more senior debt security with similar stated yield
characteristics.

Real Estate Investment Trusts (ING Balanced Fund, ING Emerging Markets
Equity Fund and ING Global Real Estate Fund). The ING Global Real Estate Fund
will invest in, among other securities, shares of real estate investment trusts
("REITs"). REITs pool investors' funds for investment primarily in income
producing real estate or real estate related loans or interests.

Depositary Receipts (All Funds). American Depositary Receipts ("ADRs") are
U.S. dollar-denominated receipts generally issued by domestic banks, which
evidence the deposit with the bank of the common stock of a foreign issuer and
which are publicly traded on exchanges or over-the-counter in the United States.

The Funds may invest in both sponsored and unsponsored ADR programs. There
are certain risks associated with investments in unsponsored ADR programs.
Because the non-U.S. company does not actively participate in the creation of
the ADR program, the underlying agreement for service and payment will be
between the depository and the shareholder. The company issuing the stock
underlying the ADR pays nothing to establish the unsponsored facility, as fees
for ADR issuance and cancellation are paid by brokers. Investors directly bear
the expenses associated with certificate transfer, custody and dividend payment.

In an unsponsored ADR program, there also may be several depositories with
no defined legal obligations to the non-U.S. company. The duplicate depositories
may lead to marketplace confusion because there would be no central source of
information to buyers, sellers and intermediaries. The efficiency of
centralization gained in a sponsored program can greatly reduce the delays in
delivery of dividends and annual reports. In addition, with respect to all ADRs
there is always the risk of loss due to currency fluctuations.

Investments in ADRs involve certain risks not typically involved in purely
domestic investments, including future foreign political and economic
developments, and the possible imposition of foreign governmental laws or
restrictions applicable to such investments. Securities of foreign issuers
through ADRs are subject to different economic, financial, political and social
factors. Individual foreign economies may differ favorably or unfavorably from
the U.S. economy in such respects as growth of gross national product, rate of
inflation, capital reinvestment, resources, self-sufficiency and balance of
payments position. With respect to certain countries, there is the possibility
of expropriation of assets, confiscatory taxation, political or social
instability or diplomatic developments which could adversely affect the value of
the particular ADR. There may be less publicly available information about a
foreign company than about a U.S. company, and there may be less governmental
regulation and supervision of foreign stock exchanges, brokers and listed
companies. In addition, such companies may use different accounting and
financial standards (and certain currencies may become unavailable for transfer
from a foreign currency), resulting in a Fund's possible inability to convert
proceeds realized upon the sale of portfolio securities of the affected foreign
companies immediately into U.S. currency. The ING International Equity, ING
Emerging Markets Equity and ING European Equity Funds may also invest in
European Depository Receipts ("EDRs") and Global Depositary Receipts ("GDRs").
EDRs are receipts issued in bearer form by a European financial institution and
traded in European securities' markets. GDRs are receipts issued globally. EDRs
are designed for trading in European Markets and GDRs are designed for trading
in non-U.S. securities markets. Investments in EDRs and GDRs involve similar
risks as ADRs.

Investment in Foreign Securities (All Funds). The Funds may invest in
securities of foreign governmental and private issuers. Investments in foreign
securities involve certain considerations that are not typically associated with
investing in domestic securities. There may be less publicly available
information about a foreign issuer than about a domestic issuer. Foreign issuers
also are not generally subject to uniform accounting, auditing and financial
reporting standards comparable to those applicable to domestic issuers. In
addition, with respect to certain foreign countries, interest may be withheld at
the source under foreign income tax laws, and there is a possibility of
expropriation or confiscatory taxation, political or social instability or
diplomatic developments that could adversely affect investments in securities of
issuers located in those countries.

rate for common or preferred stock. Exchangeable securities may be exchanged on
specified terms for common or preferred stock. Although to a lesser extent than
with fixed income securities generally, the market value of convertible
securities tends to decline as interest rates increase and, conversely, tends to
increase as interest rates decline. In addition, because of the conversion or
exchange feature, the market value of convertible or exchangeable securities
tends to vary with fluctuations in the market value of the underlying common or
preferred stock. Debt securities that are convertible into or exchangeable for
preferred or common stock are liabilities of the issuer but are generally
subordinated to senior debt of the issuer.

Domestic and Foreign Bank Obligations (All Funds). These obligations
include but are not restricted to certificates of deposit, commercial paper,
Yankee dollar certificates of deposit, bankers' acceptances, Eurodollar
certificates of deposit and time deposits, promissory notes and medium-term
deposit notes. The Funds will not invest in any obligations of their affiliates,
as defined under the 1940 Act.

Each Fund limits its investment in United States bank obligations to
obligations of United States banks (including foreign branches). Each Fund
limits its investment in foreign bank obligations to United States
dollar-denominated obligations of foreign banks (including United States
branches of foreign banks) which in the opinion of the Sub-Adviser, are of an
investment quality comparable to obligations of United States banks which may be
purchased by the Funds.

Fixed time deposits may be withdrawn on demand by the investor, but may be
subject to early withdrawal penalties which vary depending upon market
conditions and the remaining maturity of the obligation. There are no
contractual restrictions on the right to transfer a beneficial interest in a
fixed time deposit to a third party, although there is no market for such
deposits. Investments in fixed time deposits subject to withdrawal penalties
maturing in more than seven days may not exceed 15% of the value of the net
assets of the Funds.

Obligations of foreign banks involve somewhat different investment risks
than those affecting obligations of United States banks, including the
possibilities that their liquidity could be impaired because of future political
and economic developments, that the obligations may be less marketable than
comparable obligations of United States banks, that a foreign jurisdiction might
impose withholding taxes on interest income payable on those obligations, that
foreign deposits may be seized or nationalized, that foreign governmental
restrictions such as exchange controls may be adopted which might adversely
affect the payment of principal and interest on those obligations and that the
selection of those obligations may be more difficult because there may be less
publicly available information concerning foreign banks, or that the accounting,
auditing and financial reporting standards, practices and requirements
applicable to foreign banks may differ from those applicable to United States
banks. Foreign banks are not subject to examination by any United States
Government agency or instrumentality.

Investments in Eurodollar and Yankee dollar obligations involve additional
risks. Most notably, there generally is less publicly available information
about foreign companies; there may be less governmental regulation and
supervision; they may use different accounting and financial standards; and the
adoption of foreign governmental restrictions may adversely affect the payment
of principal and interest on foreign investments. In addition, not all foreign
branches of United States banks are supervised or examined by regulatory
authorities as are United States banks, and such branches may not be subject to
reserve requirements.

STRIPS and Zero Coupon Securities (All Funds). Each Fund may invest in
separately traded principal and interest components of securities backed by the
full faith and credit of the United States Treasury. The principal and interests
components of United States Treasury bonds with remaining maturities of longer
than ten years are eligible to be traded independently under the Separate
Trading of Registered Interest and Principal of Securities ("STRIPS") program.
Under the STRIPS program, the principal and interest components are separately
issued by the United States Treasury at the request of depository financial
institutions, which then trade the component parts separately. The interest
component of STRIPS may be more volatile than that of United States Treasury
bills with comparable maturities. The Funds will not actively trade in STRIPS.

The Funds may invest in zero coupon securities. A zero coupon security pays
no interest to its holder during its life and is sold at a discount to its face
value at maturity. The market prices of zero coupon securities generally are
more volatile than the market prices of securities that pay interest
periodically and are more sensitive to changes in interest rates than non-zero
coupon securities having similar maturities and credit qualities.

them, although they are redeemable (and thus immediately repayable by the
borrower) at principal amount, plus accrued interest, at any time. The borrower
also may prepay up to the full amount of the obligation without penalty. While
master demand obligations, as such, are not typically rated by credit rating
agencies, if not so rated, a Fund may, under its minimum rating standards,
invest in them only if, in the opinion of the Sub-Adviser, they are of an
investment quality comparable to other debt obligations in which the Funds may
invest. See the SAI for further details on variable rate demand obligations and
variable rate master demand obligations.

Open-End and Closed-End Investment Companies (All Funds). Each Fund may
invest in shares of other open-end and closed-end management investment
companies, subject to the limitations of the 1940 Act and subject to such
investments being consistent with the overall objective and policies of the Fund
making such investment. The purchase of securities of other investment companies
results in duplication of expenses such that investors indirectly bear a
proportionate share of the expenses of such mutual funds including operating
costs, and investment advisory and administrative fees.

Options on Securities (All Funds). The Funds may purchase put and call
options and write covered put and call options on securities in which each Fund
may invest directly and that are traded on registered domestic securities
exchanges or that result from separate, privately negotiated transactions (i.e.,
over-the-counter (OTC) options). The writer of a call option, who receives a
premium, has the obligation, upon exercise, to deliver the underlying security
against payment of the exercise price during the option period. The writer of a
put option who receives a premium, has the obligation to buy the underlying
security, upon exercise, at the exercise price during the option period.

The Funds may write put and call options on securities only if they are
covered, and such options must remain covered as long as the Fund is obligated
as a writer. A call option is covered if a Fund owns the underlying security
covered by the call or has an absolute and immediate right to acquire that
security without additional cash consideration (or for additional cash
consideration if the underlying security is held in a segregated account by its
custodian) upon conversion or exchange of other securities held in its
portfolio. A put option is covered if a Fund maintains liquid assets with a
value equal to the exercise price in a segregated account with its custodian.

The principal reason for writing put and call options is to attempt to
realize, through the receipt of premiums, a greater current return than would be
realized on the underlying securities alone. In return for the premium received
for a call option, the Funds forego the opportunity for profit from a price
increase in the underlying security above the exercise price so long as the
option remains open, but retain the risk of loss should the price of the
security decline. In return for the premium received for a put option, the Funds
assume the risk that the price of the underlying security will decline below the
exercise price, in which case the put would be exercised and the Fund would
suffer a loss. The Funds may purchase put options in an effort to protect the
value of a security it owns against a possible decline in market value.

Writing of options involves the risk that there will be no market in which
to effect a closing transaction. An exchange-traded option may be closed out
only on an exchange that provides a secondary market for an option of the same
series. OTC options are not generally terminable at the option of the writer and
may be closed out only by negotiation with the holder. There is also no
assurance that a liquid secondary market on an exchange will exist. In addition,
because OTC options are issued in privately negotiated transactions exempt from
registration under the Securities Act of 1933, there is no assurance that the
Funds will succeed in negotiating a closing out of a particular OTC option at
any particular time. If a Fund, as covered call option writer, is unable to
effect a closing purchase transaction in the secondary market or otherwise, it
will not be able to sell the underlying security until the option expires or it
delivers the underlying security upon exercise.

The staff of the SEC has taken the position that purchased options not
traded on registered domestic securities exchanges and the assets used as cover
for written options not traded on such exchanges are generally illiquid
securities. However, the staff has also opined that, to the extent a mutual fund
sells an OTC option to a primary dealer that it considers creditworthy and
contracts with such primary dealer to establish a formula price at which the
fund would have the absolute right to repurchase the option, the fund would only
be required to treat as illiquid the portion of the assets used to cover such
option equal to the formula price minus the amount by which the option is
in-the-money. Pending resolution of the issue, the Funds will treat such options
and, except to the extent permitted through the procedure described in the
preceding sentence, assets as subject to each such Fund's limitation on
investments in securities that are not readily marketable.

Dollar Roll Transactions (ING Growth & Income Fund, ING Balanced Fund and
ING Emerging Markets Equity Fund). The Funds may enter into dollar roll
transactions wherein the Fund sells fixed income securities, typically
mortgage-backed securities, and makes a commitment to purchase similar, but not
identical, securities at a later date from the same party. Like a forward
commitment, during the roll period no payment is made for the securities
purchased and no interest or principal payments on the security accrue to the
purchaser, but a Fund assumes the risk of ownership. A Fund is compensated for
entering into dollar roll transactions by the difference between the current
sales price and the forward price for the future purchase, as well as by the
interest earned on the cash proceeds of the initial sale. Like other when-issued
securities or firm commitment agreements, dollar roll transactions involve the
risk that the market value of the
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ING FUNDS TRUST 39
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securities sold by the Funds may decline below the price at which a Fund is
committed to purchase similar securities. In the event the buyer of securities
under a dollar roll transaction becomes insolvent, the Funds' use of the
proceeds of the transaction may be restricted pending a determination by the
other party, or its trustee or receiver, whether to enforce the Funds'
obligation to repurchase the securities. The Funds will engage in roll
transactions primarily for the purpose of acquiring securities for its portfolio
and not for investment leverage.

Swap Agreements (ING Growth & Income Fund, ING Balanced Fund and ING
Emerging Markets Equity Fund). To manage its exposure to different types of
investments, the Funds may enter into interest rate, total return, currency and
mortgage (or other asset) swap agreements and may purchase and sell interest
rate "caps," "floors" and "collars." In a typical interest rate swap agreement,
one party agrees to make regular payments equal to a floating interest rate on a
specified amount (the "notional principal amount") in return for payments to a
fixed interest rate on the same amount for a specified period. Total return swap
agreements are similar to interest rate swap agreements, except the numerical
amount is tied to a market-linked return. If a swap agreement provides for
payment in different currencies, the parties may also agree to exchange the
notional principal amount. Mortgage swap agreements are similar to interest rate
swap agreements, except that the notional principal amount is tied to a
reference pool of mortgages. In a cap or floor, one party agrees, usually in
return for a fee, to make payments under particular circumstances. For example,
the purchaser of an interest rate cap has the right to receive payments to the
extent a specified interest rate exceeds an agreed upon level; the purchaser of
an interest rate floor has the right to receive payments to the extent a
specified interest rate falls below an agreed upon level. A collar entitles the
purchaser to receive payments to the extent a specified interest rate falls
outside an agreed upon range.

Swap agreements may involve leverage and may be highly volatile; depending
on how they are used, they may have a considerable impact on the Fund's
performance. Swap agreements involve risks depending upon the counterparties
creditworthiness and ability to perform as well as the Fund's ability to
terminate its swap agreements or reduce its exposure through offsetting
transactions. The Sub-Advisers monitor the creditworthiness of counterparties to
these transactions and intend to enter into these transactions only when they
believe the counterparties present minimal credit risks and the income expected
to be earned from the transaction justifies the attendant risks.

Short Selling (ING International Equity Fund and ING Emerging Markets
Equity Fund). The Funds may sell a security it does not own in anticipation of
a decline in the market value of that security (short sales). To complete such a
transaction, a Fund must borrow the security to make delivery to the buyer. The
Fund then is obligated to replace the security borrowed by purchasing it at
market price at the time of replacement. The price at such time may be more or
less than the price at which the security was sold by the Fund. Until the
security is replaced, the Fund is required to pay to the lender any dividends or
interest which accrue during the period of the loan. To borrow the security, the
Fund also may be required to pay a premium, which would increase the cost of the
security sold. The proceeds of the short sale will be retained by the broker, to
the extent necessary to meet margin requirements, until the short position is
closed out. Until the Fund replaces a borrowed security, the Fund will maintain
daily a segregated account with the Fund's custodian, liquid assets, at such a
level that (i) the amount deposited in the account plus the amount deposited
with the broker as collateral will equal the current value of the security sold
short and (ii) the amount deposited in the segregated account plus the amount
deposited with the broker as collateral will not be less than the market value
of the security at the time it was sold short. The Fund will incur a loss as a
result of the short sale if the price of the security increases between the date
of the short sale and the date on which the Fund replaces the borrowed security.
The Fund will realize a gain if the security declines in price between those
dates. This result is the opposite of what one would expect from a cash purchase
of a long position in a security. 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 a short sale. No
more than 25% of the Fund's net assets will be, when added together: (i)
deposited as collateral for the obligation to replace securities borrowed to
effect short sales; and (ii) allocated to segregated accounts in connection with
short sales. Short sales against-the-box are not subject to this 25% limit.

In a short sale "against-the-box," the Fund enters into a short sale of a
security which the Fund owns or has the right to obtain at no added cost. Not
more than 25% of the Fund's net assets (determined at the time of the short sale
against-the-box) may be subject to such sales.

Futures, Related Options and Options on Stock Indices (All Funds). The
Funds may attempt to reduce the risk of investment in equity securities by
hedging a portion of its portfolio through the use of certain futures
transactions, options on futures traded on a board of trade and options on stock
indices traded on national securities exchanges. A Fund may hedge a portion of
its portfolio by purchasing such instruments during a market advance or when the
Sub-Adviser anticipates an advance. In attempting to hedge a portfolio, the
Funds may enter into contracts for the future delivery of securities and futures
contracts based on a specific security, class of securities or an index,
purchase or sell options on any such futures contracts, and engage in related
closing transactions. The Funds will use these instruments primarily as
<PAGE> 42
40 ING FUNDS TRUST
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a hedge against changes resulting from market conditions in the values of
securities held in its portfolio or which it intends to purchase.

A stock index assigns relative weighting to the common stocks in the index,
and the index generally fluctuates with changes in the market values of these
stocks. A stock index futures contract is an agreement in which one party agrees
to deliver to the other an amount of cash equal to a specific dollar amount
times the difference between the value of a specific stock index at the close of
the last trading day of the contract and the price at which the agreement is
made. The Funds will sell stock index futures only if the amount resulting from
the multiplication of the then current level of the indices upon which such
futures contracts are based, and the number of futures contracts which would be
outstanding, do not exceed one-third of the value of the Fund's net assets.

When a futures contract is executed, each party deposits with a broker or
in a segregated custodial account up to 5% of the contract amount, called the
"initial margin," and during the term of the contract, the amount of the deposit
is adjusted based on the current value of the futures contract by payments of
variation margin to or from the broker or segregated account.

In the case of options on stock index futures, the holder of the option
pays a premium and receives the right, upon exercise of the option at a
specified price during the option period, to assume the option writer's position
in a stock index futures contract. If the option is exercised by the holder
before the last trading day during the option period, the option writer delivers
the futures position, as well as any balance in the writer's futures margin
account. If it is exercised on the last trading day, the option writer delivers
to the option holder cash in an amount equal to the difference between the
option exercise price and the closing level of the relevant index on the date
the option expires. In the case of options on stock indexes, the holder of the
option pays a premium and receives the right, upon exercise of the option at a
specified price during the option period, to receive cash equal to the dollar
amount of the difference between the closing price of the relevant index and the
option exercise price times a specified multiple, called the "multiplier."

During a market decline or when the Sub-Adviser anticipates a decline, a
Fund may hedge a portion of its portfolio by selling futures contracts or
purchasing puts on such contracts or on a stock index in order to limit exposure
to the decline. This provides an alternative to liquidation of securities
positions and the corresponding costs of such liquidation. Conversely, during a
market advance or when the Sub-Adviser anticipates an advance, each Fund may
hedge a portion of its portfolio by purchasing futures, options on these futures
or options on stock indices. This affords a hedge against a Fund not
participating in a market advance at a time when it is not fully invested and
serves as a temporary substitute for the purchase of individual securities which
may later be purchased in a more advantageous manner. Each Fund will sell
options on futures and on stock indices only to close out existing positions.

Interest Rate Futures Contracts (All Funds). The Funds may, to a limited
extent, enter into interest rate futures contracts -- i.e., contracts for the
future delivery of securities or index-based futures contracts -- that are, in
the opinion of the Sub-Adviser, sufficiently correlated with the Fund's
portfolio. These investments will be made primarily in an attempt to protect a
Fund against the effects of adverse changes in interest rates (i.e., "hedging").
When interest rates are increasing and portfolio values are falling, the sale of
futures contracts can offset a decline in the value of a Fund's current
portfolio securities. The Funds will engage in such transactions primarily for
bona fide hedging purposes.

Options on Interest Rate Futures Contracts (All Funds). The Funds may
purchase put and call options on interest rate futures contracts, which give a
Fund the right to sell or purchase the underlying futures contract for a
specified price upon exercise of the option at any time during the option
period. Each Fund may also write (sell) put and call options on such futures
contracts. For options on interest rate futures that a Fund writes, such Fund
will receive a premium in return for granting to the buyer the right to sell to
the Fund or to buy from the Fund the underlying futures contract for a specified
price at any time during the option period. As with futures contracts, each Fund
will purchase or sell options on interest rate futures contracts primarily for
bona fide hedging purposes.

Foreign Exchange Contracts (ING International Equity Fund, ING Emerging
Markets Equity Fund, ING European Equity Fund, ING Global Brand Names Fund, ING
Global Information Technology Fund and ING Global Real Estate Fund). Changes in
foreign currency exchange rates will affect the U.S. dollar values of securities
denominated in currencies other than the U.S. dollar. The rate of exchange
between the U.S. dollar and other currencies fluctuates in response to forces of
supply and demand in the foreign exchange markets. These forces are affected by
the international balance of payments and other economic and financial
conditions, government intervention, speculation and other factors. When
investing in foreign securities, the Funds usually effect currency exchange
transactions on a spot (i.e., cash) basis at the spot rate prevailing in the
foreign exchange market. The Funds incur foreign exchange expenses in converting
assets from one currency to another.

country in which the Fund has investments may suffer a decline against the U.S.
dollar or against another foreign currency. The Funds may choose to lock in the
price of securities or dividends or interest to be received in a currency other
than the U.S. dollar when the Sub-Adviser believes that doing so is in the best
interest of the Fund. In addition, when the Sub-Adviser believes that the
currency of a particular country (the "hedged currency") may suffer a
substantial decline against the U.S. dollar or against a major foreign currency,
such as the Deutschemark or the European Currency Unit, it may enter into a
forward or futures contract to sell, for a fixed amount of U.S. dollars or such
currency, as the case may be, the amount of that currency approximating the
value of some or all of the Funds' portfolio securities denominated in the
hedged currency (called a "short" position). The Fund may attempt to accomplish
objectives similar to those described above with respect to forward and futures
contracts for currency by means of purchasing put or call options traded on
exchanges. 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
for the contract. This method of attempting to hedge the value of the Funds'
portfolio securities against a decline in the value of a currency does not
eliminate fluctuations in the underlying prices of the securities. Although the
strategy of engaging in foreign currency transactions could reduce the risk of
loss due to a decline in the value of the hedged currency, it could also limit
the potential gain from an increase in the value of the currency. The Funds do
not intend to maintain a net exposure to such contracts where the fulfillment of
the Funds' obligations under such contracts would obligate the Funds to deliver
an amount of foreign currency in excess of the value of the Fund's portfolio
securities or other assets denominated in the currency. The Funds will not enter
into these contracts for speculative purposes and will not enter into
non-hedging currency contracts. These contracts involve a risk of loss if the
Sub-Adviser fail to predict currency values correctly.

"When-Issued" and "Forward Commitment" Transactions (All Funds). The Funds
may purchase securities on a when-issued and delayed-delivery basis and may
purchase or sell securities on a forward commitment basis. When-issued or
delayed-delivery transactions arise when securities are purchased by a Fund with
payment and delivery taking place in the future in order to secure what is
considered to be an advantageous price and yield to the Fund at the time of
entering into the transaction. A forward commitment transaction is an agreement
by a Fund to purchase or sell securities at a specified future date. When a Fund
engages in these transactions, the Fund relies on the buyer or seller, as the
case may be, to consummate the sale. Failure to do so may result in the Fund
missing the opportunity to obtain a price or yield considered to be
advantageous. When-issued and delayed-delivery transactions and forward
commitment transactions may be expected to occur a month or more before delivery
is due. However, no payment or delivery is made by a Fund until it receives
payment or delivery from the other party to the transaction. A separate account
containing only liquid assets equal to the value of purchase commitments will be
maintained until payment is made. Such securities have the effect of leverage on
the Funds and may contribute to volatility of a Fund's net asset value. For
further information, see the SAI.

Loans of Portfolio Securities (All Funds). To increase current income,
each Fund may lend its portfolio securities in an amount up to 33 1/3% of each
such Fund's total assets to brokers, dealers and financial institutions,
provided certain conditions are met, including the condition that each loan is
secured continuously by collateral maintained on a daily marked-to-market basis
in an amount at least equal to the current market value of the securities
loaned. These transactions involve a loan by the applicable Fund and are subject
to the same risks as repurchase agreements. For further information, see the
SAI.

Repurchase Agreements (All Funds). The Funds may enter into repurchase
agreements with any bank and broker-dealer which, in the opinion of the
Trustees, presents a minimal risk of bankruptcy. Under a repurchase agreement a
Fund acquires securities and obtains a simultaneous commitment from the seller
to repurchase the securities at a specified time and at an agreed upon yield.
The agreements will be fully collateralized and the value of the collateral,
including accrued interest, marked-to-market daily. The agreements may be
considered to be loans made by the purchaser, collateralized by the underlying
securities. If the seller should default on its obligation to repurchase the
securities, a Fund may experience a loss of income from the loaned securities
and a decrease in the value of any collateral, problems in exercising its rights
to the underlying securities and costs and time delays in connection with the
disposition of securities. A Fund may not invest more than 15% of its net assets
in repurchase agreements maturing in more than seven business days or in
securities for which market quotations are not readily available. For more
information about repurchase agreements, see "Investment Policies" in the SAI.

Borrowing (All Funds). Each Fund may borrow up to 33 1/3% of its net
assets to purchase securities and for temporary purposes. Leveraging by means of
borrowing will exaggerate the effect of any increase or decrease in the value of
portfolio securities on a Fund's net asset value; 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. The use of borrowing
tends to result in a faster than average movement, up or down, in the net asset
value of a Fund's shares. The Funds also may be required to maintain
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minimum average balances in connection with such borrowing or to pay a
commitment or other fee to maintain a line of credit; either of these
requirements would increase the cost of borrowing over the stated interest rate.

Reverse Repurchase Agreements (All Funds). The Funds may also enter into
reverse repurchase agreements. Pursuant to a reverse repurchase agreement, a
Fund will sell portfolio securities and agree to repurchase them from the buyer
at a particular date and price. Whenever a Fund enters into a reverse repurchase
agreement, it will establish a segregated account in which it will maintain
liquid assets in an amount at least equal to the repurchase price marked to
market daily (including accrued interest), and will subsequently monitor the
account to ensure that such equivalent value is maintained. A Fund pays interest
on amounts obtained pursuant to reverse repurchase agreements. Reverse
repurchase agreements are considered to be borrowings by a Fund under the 1940
Act.

Portfolio Turnover. The Funds generally will not engage in the trading of
securities for the purpose of realizing short-term profits, but each Fund will
adjust its portfolio as it deems advisable in view of prevailing or anticipated
market conditions or fluctuations in interest rates to accomplish its respective
investment objective. For example, each Fund may sell portfolio securities in
anticipation of an adverse market movement. Other than for tax purposes,
frequency of portfolio turnover will not be a limiting factor if a Fund
considers it advantageous to purchase or sell securities. The Funds do not
anticipate that the respective annual portfolio turnover rates will exceed the
following: ING Large Cap Growth Fund 100%; ING Growth & Income Fund 100%; ING
Mid Cap Growth Fund 100%; ING Small Cap Growth Fund 100%; ING Balanced Fund
100%; ING Global Brand Names Fund 100%; ING International Equity Fund 200%; ING
Emerging Markets Equity Fund 200%; ING European Equity Fund 100%; ING Tax
Efficient Equity Fund 50%; ING Focus Fund, 100%; ING Global Information
Technology Fund 100%; and ING Global Real Estate Fund 100%. A high rate of
portfolio turnover involves correspondingly greater transaction expenses than a
lower rate, which expenses must be borne by each Fund and its shareholders.

RISKS OF INVESTING IN THE FUNDS

General. The price per share of each of the Funds will fluctuate with
changes in value of the investments held by the Fund. For example, the value of
a Fund's shares will generally fluctuate inversely with the movements in
interest rates. Shareholders of a Fund should expect the value of their shares
to fluctuate with changes in the value of the securities owned by the Fund.
There is, of course, no assurance that a Fund will achieve its investment
objective or be successful in preventing or minimizing the risk of loss that is
inherent in investing in particular types of investment products. In order to
attempt to minimize that risk, the Sub-Adviser monitors developments in the
economy, the securities markets, and with each particular issuer. Also, as noted
earlier, each diversified Fund (i.e., all funds except the ING Global Brand
Names Fund, ING Focus Fund and ING Global Real Estate Fund) is managed within
certain limitations that restrict the amount of the Fund's investment in any
single issuer.

Equity Securities. Investments in equity securities in general are subject
to market risks that may cause their prices to fluctuate over time. The value of
convertible equity securities is also affected by prevailing interest rates, the
credit quality of the issuer and any call provisions. Fluctuations in the value
of equity securities in which a Fund invests will cause the net asset value of
the Fund to fluctuate.

Real Estate Securities. While the ING Global Real Estate Fund will not
invest in real estate directly, the Fund may be subject to risks similar to
those associated with the direct ownership of real estate (in addition to
securities markets risks) because of its policy of concentration in the
securities of companies in the real estate industry. These risks include
declines in the value of real estate, risks related to general and local
economic conditions, dependency on management skill, heavy cash flow dependency,
possible lack of availability of mortgage funds, overbuilding, extended
vacancies of properties, increased competition, increases in property taxes and
operating expenses, changes in zoning laws, losses due to costs resulting from
the clean-up of environmental problems, liability to third parties for damages
resulting from environmental problems, casualty or condemnation losses,
limitations on rents, changes in neighborhood values and in the appeal of
properties to tenants and changes in interest rates.

REITs are also subject to heavy cash flow dependency, defaults by borrowers and
self-liquidation. In addition, Equity REITs and Mortgage REITs could possibly
fail to qualify for tax-free pass-through of income under the Code or to
maintain their exemptions from registration under the 1940 Act. The above
factors may also adversely affect a borrower's or a lessee's ability to meet its
obligations to the REIT. In the event of a default by a borrower or lessee, the
REIT may experience delays in enforcing its rights as a mortgagee or lessor and
may incur substantial costs associated with protecting its investments. In
addition to the foregoing risks, certain "special purpose" REITs in which the
Fund invests may invest their assets in specific real estate sectors, such as
hotel REITs, nursing home REITs or warehouse REITs, and are therefore subject to
the risks associated with adverse developments in any such sectors.

Foreign Securities. Investing in the securities of issuers in any foreign
country including ADRs and EDRs involves special risks and considerations not
typically associated with investing in U.S. companies. These include differences
in accounting, auditing and financial reporting standards; generally higher
commission rates on foreign portfolio transactions; the possibility of
nationalization, expropriation or confiscatory taxation; adverse changes in
investment or exchange control regulations (which may include suspension of the
ability to transfer currency from a country); and political instability which
could affect U.S. investments in foreign countries. Additionally, foreign
securities and dividends and interest payable on those securities may be subject
to foreign taxes, including taxes withheld from payments on those securities.
Foreign securities often trade with less frequency and volume than domestic
securities and, therefore, may exhibit greater price volatility. Additional
costs associated with an investment in foreign securities may include higher
custodial fees than apply to domestic custodial arrangements and transaction
costs of foreign currency conversions. Changes in foreign exchange rates also
will affect the value of securities denominated or quoted in currencies other
than the U.S. dollar. The Funds' investments may be affected either unfavorably
or favorably by fluctuations in the relative rates of exchange between the
currencies of different nations, by exchange control regulations and by
indigenous economic and political developments. See the SAI for further
information about foreign securities.

Fixed Income Securities. The market value of a Fund's fixed income
investments will change in response to interest rate changes and other factors.
During periods of falling interest rates, the values of outstanding fixed income
securities generally rise. Conversely, during periods of rising interest rates,
the values of such securities generally decline. Securities with longer
maturities are subject to greater fluctuations in value than securities with
shorter maturities. Changes by an NRSRO in the rating of any fixed income
security and in the ability of an issuer to make payments of interest and
principal also affect the value of these investments. Changes in the value of a
Fund's securities will not affect cash income derived from these securities but
will affect the Fund's net asset value.

Securities held by a Fund that are guaranteed by the U.S. Government, its
agencies or instrumentalities guarantee only the payment of principal and
interest on the guaranteed securities, and do not guarantee the securities'
yield or value or the yield or value of a Fund's shares.

Risks of Options and Futures Contracts. One risk involved in the purchase
and sale of futures and options is that a Fund may not be able to effect closing
transactions at a time when it wishes to do so. Positions in futures contracts
and options on futures contracts may be closed out only on an exchange or board
of trade that provides an active market for them, and there can be no assurance
that a liquid market will exist for the contract or the option at any particular
time. To mitigate this risk, each Fund will ordinarily purchase and write
options only if a secondary market for the options exists on a national
securities exchange or in the over-the-counter market. Another risk is that
during the option period, if a Fund has written a covered call option, it will
have given up the opportunity to profit from a price increase in the underlying
securities above the exercise price in return for the premium on the option
(although the premium can be used to offset any losses or add to a Fund's
income) but, as long as its obligation as a writer continues, such Fund will
have retained the risk of loss should the price of the underlying security
decline. Investors should note that because of the volatility of the market
value of the underlying security, the loss from investing in futures
transactions is potentially unlimited. In addition, a Fund has no control over
the time when it may be required to fulfill its obligation as a writer of the
option. Once a Fund has received an exercise notice, it cannot effect a closing
transaction in order to terminate its obligation under the option and must
deliver the underlying securities at the exercise price.

The Funds' successful use of stock index futures contracts, options on such
contracts and options on indices depends upon the ability of the Sub-Adviser to
predict the direction of the market and is subject to various additional risks.
The correlation between movements in the price of the futures contract and the
price of the securities being hedged is imperfect and the risk from imperfect
correlation increases in the case of stock index futures as the composition of
the Funds' portfolios diverge from the composition of the relevant index. Such
imperfect correlation may prevent the Funds from achieving the intended hedge or
may expose the Funds to risk of loss. In addition, if the Funds purchase futures
to hedge against market advances before they can invest in common stock in an
advantageous manner and the market declines, the Funds might create a loss on
the futures contract. Particularly in the case of options on stock index futures
and on stock indices, the Funds' ability to establish and maintain positions
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will depend on market liquidity. The successful utilization of options and
futures transactions requires skills different from those needed in the
selection of the Funds' portfolio securities. The Funds believe that the
Sub-Adviser possesses the skills necessary for the successful utilization of
such transactions.

The Funds are permitted to engage in bona fide hedging transactions (as
defined in the rules and regulations of the Commodity Futures Trading
Commission) without any quantitative limitations. Futures and related option
transactions which are not for bona fide hedging purposes may be used provided
the total amount of the initial margin and any option premiums attributable to
such positions does not exceed 5% of each Fund's liquidating value after taking
into account unrealized profits and unrealized losses, and excluding any in-
the-money option premiums paid. The Funds will not market, and are not
marketing, themselves as commodity pools or otherwise as vehicles for trading in
futures and related options. The Funds will segregate liquid assets such as
cash, U.S. Government securities or other liquid high grade debt obligations to
cover the futures and options.

Risks of Techniques Involving Leverage. Utilization of leveraging involves
special risks and may involve speculative investment techniques. Certain Funds
may borrow for other than temporary or emergency purposes, lend their
securities, enter reverse repurchase agreements, and purchase securities on a
when issued or forward commitment basis. In addition, certain Funds may engage
in dollar roll transactions. Each of these transactions involve the use of
"leverage" when cash made available to the Fund through the investment technique
is used to make additional portfolio investments. The Funds use these investment
techniques only when the Sub-Adviser believes that the leveraging and the
returns available to the Fund from investing the cash will provide shareholders
a potentially higher return.

Leverage exists when a Fund achieves the right to a return on a capital
base that exceeds the investment the Fund has invested. Leverage creates the
risk of magnified capital losses which occur when losses affect an asset base,
enlarged by borrowings or the creation of liabilities, that exceeds the equity
base of the Fund. Leverage may involve the creation of a liability that requires
the Fund to pay interest (for instance, reverse repurchase agreements) or the
creation of a liability that does not entail any interest costs (for instance,
forward commitment transactions).

The risks of leverage include a higher volatility of the net asset value of
a Fund's shares and the relatively greater effect on the net asset value of the
shares caused by favorable or adverse market movements or changes in the cost of
cash obtained by leveraging and the yield obtained from investing the cash. So
long as a Fund is able to realize a net return on its investment portfolio that
is higher than interest expense incurred, if any, leverage will result in higher
current net investment income being realized by such Fund than if the Fund were
not leveraged. On the other hand, interest rates change from time to time as
does their relationship to each other depending upon such factors as supply and
demand, monetary and tax policies and investor expectations. Changes in such
factors could cause the relationship between the cost of leveraging and the
yield to change so that rates involved in the leveraging arrangement may
substantially increase relative to the yield on the obligations in which the
proceeds of the leveraging have been invested. To the extent that the interest
expense involved in leveraging approaches the net return on a Fund's investment
portfolio, the benefit of leveraging will be reduced, and, if the interest
expense on borrowings were to exceed the net return to shareholders, such Fund's
use of leverage would result in a lower rate of return than if the Fund were not
leveraged. Similarly, the effect of leverage in a declining market could be a
greater decrease in net asset value per share than if a Fund were not leveraged.
In an extreme case, if a Fund's current investment income were not sufficient to
meet the interest expense of leveraging, it could be necessary for such Fund to
liquidate certain of its investments at an inappropriate time. The use of
leverage may be considered speculative.

Non-diversified Investment Companies. The ING Global Brand Names Fund, the
ING Focus Fund and the ING Global Real Estate 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 single issuer. The investment of a large
percentage of a Fund's assets in the securities of a small number of issuers may
cause that Fund's share price to fluctuate more than that of a diversified
investment company.

Concentration. The ING Global Information Technology Fund and ING Global
Real Estate Fund "concentrate" (for purposes of the 1940 Act) their assets in
securities related to a particular sector or industry, which means that at least
25% of its assets will be invested in these assets at all times. As a result,
each Fund may be subject go greater market fluctuation than a fund which has
securities representing a broader range of investment alternatives.

and retesting for Year 2000 readiness. In addition, the service
providers are obtaining assurances from their vendors and suppliers in the same
manner. Non-compliant Year 2000 systems upon which the Funds are dependent may
result in errors and account maintenance failures. The Funds have no reason to
believe that (i) the Year 2000 plans of the Manager and the Funds' other service
providers will not be completed by December, 1999, and (ii) the costs currently
associated with the implementation of their plans will have material adverse
impact on the business, operations or financial condition of the Funds or their
service providers.

In addition, the Year 2000 problem may adversely affect the companies in
which the Funds invest. For example, these companies may incur substantial costs
to correct the problem and may suffer losses caused by data processing errors.
Since the ultimate costs or consequences of incomplete or untimely resolution of
the Year 2000 problem by the Funds' service providers are unknown to the Funds
at this time, no assurance can be made that such costs or consequences will not
have a material adverse impact on the Funds or their service providers.

European Economic and Monetary Union. Several European countries are
participating in the European Economic and Monetary Union, which will establish
a common European currency for participating countries. This currency will
commonly be known as the "Euro." Each such participating country anticipates
replacing its existing currency with the Euro on January 1, 1999. Other European
countries may participate after that date. This conversion presents unique
uncertainties, including whether the payment and operational systems of banks
and other financial institutions will be ready by the scheduled launch date; the
legal treatment of certain outstanding financial contracts after January 1, 1999
that refer to existing currencies rather than the Euro; the establishment of
exchange rates for existing currencies and the Euro; and the creation of
suitable clearing and settlement payment systems for the new currency. These or
other factors, including political and economical risks, could cause market
disruptions before or after the interaction of the Euro, and could adversely
affect the value of securities held by the Funds.

The Funds have been informed that the Manager, and the Funds' other service
providers, as applicable, are taking steps to minimize the risk associated with
the conversion. In addition, where appropriate, certain service providers are
obtaining assurances from their vendors in the same manner.

Since the ultimate consequences of the conversion are unknown to the Funds
at this time, no assurance can be made that such consequences will not have a
material adverse impact on the Funds. The Funds and the Manager will continue to
monitor developments relating to the conversion.

OTHER INFORMATION

CAPITALIZATION

ING Funds Trust was organized as a Delaware business trust on July 30, 1998
and currently consists of 20 separately managed portfolios, each of which is
divided into Class A, B, C, and X shares. The Board of Trustees may establish
additional portfolios in the future. The capitalization of the Funds consists
solely of an unlimited number of shares of beneficial interest with a par value
of $0.001 each. When issued, shares of the Funds are fully paid, non-assessable
and freely transferable.
VOTING

Shareholders have the right to vote in the election of Trustees and on any
and all matters on which, by law or under the provisions of the Declaration of
Trust, they may be entitled to vote. The Funds are not required to hold regular
annual meetings of shareholders and do not intend to do so.

The Declaration of Trust provides that the holders of not less than
two-thirds of the outstanding shares of the Funds may remove a person serving as
Trustee either by declaration in writing or at a meeting called for such
purpose. The Trustees are required to call a meeting for the purpose of
considering the removal of a person serving as Trustee if requested in writing
to do so by the holders of not less than 10% of the outstanding shares of the
Funds and in connection with such meeting to comply with the shareholders'
communications provisions of Section 16(c) of the Act. See "Other
Information -- Voting Rights" in the SAI.

Shares entitle their holders to one vote per share (with proportionate
voting for fractional shares). As used in the Prospectus, the phrase "vote of a
majority of the outstanding shares" of a Fund (or the Funds) means the vote of
the lesser of: (i) 67% of the shares of a Fund (or the Funds) present at a
meeting if the holders of more than 50% of the outstanding shares are present in
person or by proxy; or (ii) more than 50% of the outstanding shares of a Fund
(or the Funds).
PERFORMANCE INFORMATION

A Fund may, from time to time, include its yield and total return in
advertisements or reports to shareholders or
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prospective investors. The methods used to calculate the yield and total return
of the Funds are mandated by the SEC.

Quotations of average annual total return for a Fund will be expressed in
terms of the average annual compounded rate of return of a hypothetical
investment in that Fund over periods of since inception, 1, 3, 5 and 10 years
(up to the life of that Fund), reflect the deduction of a proportional share of
Fund expenses (on an annual basis), and assume that all dividends and
distributions are reinvested when paid.

Performance information for a Fund may be compared to various unmanaged
indices, such as those indices prepared by Lipper Analytical Services,
Morningstar, Standard & Poor's, the Dow Jones Industrial Average and other
entities or organizations which track the performance of investment companies.
Any performance information should be considered in light of the Fund's
investment objectives and policies, characteristics and quality of the Funds and
the market conditions during the time period indicated, and should not be
considered to be representative of what may be achieved in the future. For a
description of the methods used to determine yield and total return for Funds,
see the SAI.
ACCOUNT SERVICES

All transactions in shares of the Funds will be reflected in a quarterly
statement for each shareholder. In those cases where a Service Organization or
its nominee is the shareholder of record of shares purchased for its customer,
the Funds have been advised that the statement may be transmitted to the
customer at the discretion of the Service Organization.

DST acts as the Funds' transfer agent pursuant to a Services Agreement with
ING Fund Services. ING Fund Services (not the Funds) compensates DST for
providing personnel and facilities to perform dividend disbursing and transfer
agency-related services for the Funds.
CUSTODIAN

Investors Fiduciary Trust Co. acts as the Funds' Custodian. Pursuant to the
Custodian Agreement, the Custodian is responsible for holding each Fund's cash
and portfolio securities. The Custodian may enter into sub-custodian agreements
with certain qualified banks.

Rules adopted under the 1940 Act permit investment companies to maintain
their securities and cash in the custody of certain eligible foreign banks and
depositories. The ING Global Brand Names Fund, ING International Equity Fund,
ING Emerging Markets Equity Fund, ING European Equity Funds, ING Global
Information Technology Fund and ING Global Real Estate Fund portfolios of
non-United States securities are held by sub-custodians which are approved by
the Trustees or a foreign custody manager appointed by the Trustees in
accordance with these rules. The Board of Trustees has appointed the Custodian
as its foreign custody manager. The determination to place assets with a
particular foreign sub-custodian is made pursuant to these rules which require
the consideration of a number of factors including, but not limited to, the
reliability and financial stability of the sub-custodian; the sub-custodian's
practices, procedures and internal controls; and the reputation and standing of
the sub-custodian in its national market.
CODE OF ETHICS

The Code of Ethics of the Manager and the Funds prohibits all affiliated
personnel from engaging in personal investment activities which compete with or
attempt to take advantage of a Fund's planned portfolio transactions. Both
organizations maintain careful monitoring of compliance with the Code of Ethics.
COUNSEL

Paul, Weiss, Rifkind, Wharton & Garrison serves as counsel for the Trust
and from time to time provides advice to the Manager.
SHAREHOLDER INQUIRIES

All written shareholder inquiries should be directed to the Funds at ING
Funds, P.O. Box 419416, Kansas City, MO 64141-6416. Alternatively, you may call
the Funds at 1-877-INFO-ING.
<PAGE> 49
Rule 497 (c)
Registration No. 333-59745

ING FUNDS TRUST PROSPECTUS
P.O. BOX 1239
MALVERN, PA 19355-9836
GENERAL & ACCOUNT INFORMATION: 1-877-INFO-ING OR 1-877-463-6464

This Prospectus describes five funds (each, a "Fund" and, collectively, the
"Funds") of the ING Funds Trust (the "Trust"), managed by ING Mutual Funds
Management Co. LLC, a Delaware limited liability company (the "Manager"). The
Manager has delegated certain of its investment advisory activities to the
sub-advisers described herein (each a "Sub-Adviser", and collectively, the
"Sub-Advisers"). The Manager and its Sub-Advisers are wholly-owned indirect
subsidiaries of ING Groep, N.V. ("ING Group"). The Funds and their investment
objectives are:

The ING Intermediate Bond Fund seeks to provide investors with a high level
of current income consistent with the preservation of capital and liquidity.

The ING High Yield Bond Fund seeks to provide investors with a high level
of current income and total return.

The ING International Bond Fund is a non-diversified fund that seeks to
provide investors with high total return.

The ING Mortgage Income Fund seeks to provide investors with long-term
income consistent with preservation of capital.

The ING National Tax-Exempt Bond Fund seeks to provide investors with a
high level of current income that is exempt from federal income taxes,
consistent with preservation of capital.

Each Fund, except the ING National Tax-Exempt Fund, offers four different
classes of shares--Class A shares, Class B shares, Class C shares and Class X
shares. The ING National Tax-Exempt Fund offers only Class A, Class B and Class
C shares. The Class A, Class B and Class C shares are offered in this
Prospectus. The Class X shares are offered under a separate prospectus and may
be purchased only by certain qualified investors (including, but not limited to,
IRAs, Roth IRAs, Education IRAs, SEP IRAs, Simple IRAs and 403(b)(7) plans).
Shares of the Funds are sold to the public by ING Funds Distributor, Inc. (the
"Distributor").
- --------------------------------------------------------------------------------

October 30, 1998
<PAGE> 50

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
HIGHLIGHTS.................................................. 1
FUND EXPENSES............................................... 4
THE INVESTMENT POLICIES AND PRACTICES OF THE FUNDS.......... 8
MANAGEMENT OF THE FUNDS..................................... 10
FUND SHARE VALUATION........................................ 14
PURCHASE OF FUND SHARES..................................... 15
PURCHASE PLANS.............................................. 19
REDEMPTION OF FUND SHARES................................... 20
REDEMPTION PLANS............................................ 21
EXCHANGE OF FUND SHARES..................................... 22
DIVIDENDS, DISTRIBUTIONS AND TAX MATTERS.................... 23
DESCRIPTION OF SECURITIES AND INVESTMENT PRACTICES.......... 25
RISKS OF INVESTING IN THE FUNDS............................. 34
OTHER INFORMATION........................................... 37
</TABLE>
<PAGE> 51
ING FUNDS TRUST 1
- --------------------------------------------------------------------------------

HIGHLIGHTS

THE FUNDS

INVESTMENT OBJECTIVES AND POLICIES OF THE FUNDS

This Prospectus describes five funds managed by ING Mutual Funds Management
Co. LLC (the "Manager") and sub-advised by the applicable Sub-Adviser. Each Fund
has a distinct investment objective and policies. There can be no assurance that
any Fund will achieve its investment objective.

ING Intermediate Bond Fund. The ING Intermediate Bond Fund seeks to
provide investors with a high level of current income consistent with the
preservation of capital and liquidity. Under normal market conditions, the Fund
will invest at least 65% of its total assets in debt securities rated, at the
time of purchase, BBB or better by a Nationally Recognized Statistical Rating
Organization ("NRSRO") or, if not rated, determined to be of comparable quality
by the Fund's Sub-Adviser at the time of purchase, and will seek to maintain a
minimum average portfolio quality rating of "BBB." Fixed income securities
downgraded to below BBB subsequent to purchase may be retained in the portfolio
when deemed by the Fund's Sub-Adviser to be in the best interest of Fund
shareholders. The dollar-weighted average maturity of the ING Intermediate Bond
Fund will generally range between three and ten years.

ING International Bond Fund. The ING International Bond Fund is a
non-diversified fund that seeks to provide investors with high total return.
Under normal market conditions, the Fund will invest at least 65% of its total
assets in fixed income securities of international issuers located in at least
three different countries outside of the United States and rated, at the time of
purchase, BBB or better by a NRSRO or, if not rated, determined to be of
comparable quality by the Fund's Sub-Adviser at the time of purchase.

ING National Tax-Exempt Bond Fund. The ING National Tax-Exempt Bond Fund
seeks to provide investors with a high level of current income that is exempt
from federal income taxes, consistent with preservation of capital. Under normal
market conditions, the Fund will invest at least 80% of its total assets in
municipal securities, the interest of which is exempt from federal income taxes
(collectively "Municipal Securities"). The issuers of these securities can be
located in all fifty states, the District of Columbia, Puerto Rico, and other
U.S. territories and possessions. Under normal conditions, the Fund will invest
at least 80% of its total assets in securities the interest on which is not a
preference item for purposes of the federal alternative minimum tax. Although
the Sub-Adviser has no present intention of doing so, up to 20% of the Fund's
total assets may be invested in taxable debt securities for defensive purposes
or when sufficient tax exempt securities considered appropriate by the
Sub-Advisers are not available for purchase.

All Funds. All Funds may also use various investment strategies and
techniques when the Sub-Adviser determines that such use is appropriate in an
effort to meet a Fund's investment objective. For additional information
concerning the investment policies, practices and risk consideration of the
Funds, see "The Investment Policies and Practices of the Funds" and "Risks of
Investing in the Funds".

INVESTMENT RISKS

Foreign Securities. Investments in securities of issuers in any foreign
country involves special risk considerations not typically associated with
investing in U.S. companies. These risks are often heightened for investments in
developing or emerging markets.
<PAGE> 52
2 ING FUNDS TRUST
- --------------------------------------------------------------------------------

Non-diversified Investment Companies. The ING International Bond Fund is
classified as a non-diversified investment company under the Investment Company
Act of 1940, as amended, (the "1940 Act"), which means that the 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. 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.

High Yield Securities. The ING High Yield Bond Fund will invest primarily
in high yield bonds. Certain high yield bonds carry particular market risks and
may experience greater volatility in market value than investment grade
corporate bonds. Changes in interest rates, the market's perception of the
issuers and the creditworthiness of the parties involved may significantly
affect the value of these bonds. Some of these securities may be subject to call
and have a structure that makes their reaction to interest rates and other
factors difficult to predict, causing their value to be highly volatile.

For additional information concerning the risks of investing in the Funds,
see "Risks of Investing in the Funds."

MANAGEMENT OF THE FUNDS

Baring International Investment Limited ("BIIL"), Baring International
Investment (Far East) Limited ("BIFL") and Baring Asset Management, Inc ("BAM")
serve as co-sub-advisers to the ING International Bond Fund. Furman Selz Capital
Management LLC ("FSCM") serves as sub-adviser to the ING National Tax-Exempt
Bond Fund. ING Investment Management LLC ("IIM") serves as sub-adviser to the
ING Intermediate Bond Fund, ING High Yield Bond Fund and ING Mortgage Income
Fund. BIIL, BIFL, BAM, FSCM and IIM may be referred to herein individually as a
"Sub-Adviser" and collectively as the "Sub-Advisers." For their services, the
Sub-Advisers receive a fee from the Manager based on their respective Fund's
average daily net assets. See "Management of the Funds -- the Sub-Advisers."

OTHER SERVICE PROVIDERS

CLASSES OF SHARES

The Funds offer investors a choice among multiple classes of shares with
different sales charges and expenses. In selecting which class of shares to
purchase, you should consider, among other things, (i) the length of time you
expect to hold your investment, (ii) the amount of any applicable sales charge
(whether imposed at the time of purchase or redemption) and Rule 12b-1 fees, as
noted below, (iii) whether you qualify for any reduction or waiver of any
applicable sales charge (e.g., if you are exempt from the sales charge, you must
invest in Class A shares), (iv) the various exchange privileges among the
different classes of shares and (v) the fact that Class B and X shares
automatically convert to Class A shares after eight years. The Class A, Class B
and Class C shares are offered in this Prospectus.
<PAGE> 53
ING FUNDS TRUST 3
- --------------------------------------------------------------------------------

Class A Shares. An investor who purchases Class A shares pays a maximum
sales charge of 4.75% at the time of purchase. As a result, Class A shares are
not subject to any charges when they are redeemed (except for sales at net asset
value in excess of $1 million which may be subject to a contingent deferred
sales charge ("CDSC") at the time of redemption). The initial sales charge may
be reduced or waived for certain purchases. Class A shares are also subject to
an annual Rule 12b-1 fee of up to 0.50% of average daily net assets attributable
to Class A shares. This fee is lower than the other classes having Rule 12b-1
fees and therefore Class A shares may have lower expenses and may pay higher
dividends. See "Purchase of Fund Shares."

Class X Shares. Each Fund, except the ING National Tax-Exempt Bond Fund,
offers Class X shares under a separate prospectus. The Class X shares has
different sales charges and other expenses, which may affect performance. The
Class X shares may be purchased only by certain qualified investors (including,
but not limited to, IRAs, Roth IRAs, Education IRAs, SEP IRAs, Simple IRAs and
403(b)(7) plans). If you are interested in further information concerning the
Class X shares, please call the Funds and request a prospectus at 1-877-INFO-ING
or contact your authorized broker or investment adviser.

All Classes. Each Class of shares is also subject to shareholder servicing
fees of up to 0.25% of average daily net assets attributable to such shares and
account servicing fees of up to 0.25% of average daily net assets attributable
to such shares. See "Management of the Funds -- Shareholder Servicing Plan" and
"Management of the Funds -- Fund Accountant, Transfer Agent and Account
Services."
<PAGE> 54
4 ING FUNDS TRUST
- --------------------------------------------------------------------------------

FUND EXPENSES

FEE TABLE

<TABLE>
<CAPTION>
ING INTERMEDIATE BOND FUND ING HIGH YIELD BOND FUND
--------------------------- ---------------------------
CLASS A CLASS B CLASS C CLASS A CLASS B CLASS C
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price) (1)................. 4.75% NONE NONE 4.75% NONE NONE
Maximum Sales Load Imposed on Reinvested Dividends
(as a percentage of offering price)..................... NONE NONE NONE NONE NONE NONE
Maximum Contingent Deferred Sales Load
(as a percentage of the lesser of the net asset value
at the time of redemption or at the time of purchase)
(2)..................................................... NONE 5.00% 1.00% NONE 5.00% 1.00%
ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF
AVERAGE DAILY NET ASSETS)
Management Fees (after waivers)*.......................... 0.13% 0.13% 0.13% 0.16% 0.16% 0.16%
12b-1 Fees (after waivers)*............................... 0.00% 0.75% 0.75% 0.00% 0.75% 0.75%
Shareholder Servicing Fees................................ 0.25% 0.25% 0.25% 0.25% 0.25% 0.25%
Other Expenses (after waivers)**.......................... 0.59% 0.59% 0.59% 0.59% 0.59% 0.59%
---- ---- ---- ---- ---- ----
TOTAL FUND OPERATING EXPENSES (AFTER WAIVERS)***.......... 0.97% 1.72% 1.72% 1.00% 1.75% 1.75%
==== ==== ==== ==== ==== ====
</TABLE>

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

<TABLE>
<S> <C>
(1) Under certain circumstances, purchases of Class A shares not
subject to an initial sales charge will be subject to a CDSC
if redeemed within 12 months of the calendar month of
purchase. For an additional discussion of the Class A CDSC,
see this Prospectus under "Purchase of Fund Shares."
(2) If you purchase Class B shares, you do not pay an initial
sales charge but you may incur a CDSC if you redeem some or
all of your Class B shares before the end of the sixth year
after which you purchased such shares. The CDSC for
redemptions occurring in years one through six,
respectively, is 5%, 4%, 4%, 3%, 2% and 1% of the lesser of
the net asset value of the shares at the time of redemption
or at the time of purchase. The CDSC is not imposed on the
amount of any increase in your account value over the amount
invested. No CDSC is charged after the sixth year. If you
purchase Class C shares, you do not pay an initial sales
charge but you may incur a CDSC if you redeem some or all of
your Class C shares within 12 months of the calendar month
of purchase. For a discussion of the Class B and C CDSC, see
this Prospectus under "Purchase of Fund Shares."
* Management Fees consisting of investment advisory and
administrative fees (before waivers) for the ING
Intermediate Bond Fund and the ING High Yield Bond Fund
would be 0.50% and 0.65% annually of the average daily net
assets for each Fund, respectively. Rule 12b-1 Fees (before
waivers) would be 0.50% annually of the average daily net
assets for each Fund's Class A shares. The fee waivers
reflected in the table are voluntary and may be modified or
terminated at any time without the Funds' consent.
** Under the Fund Services Agreement, each Fund may pay ING
Fund Services annually up to $40,000 for fund accounting
services plus out-of-pocket expenses, $17 per an account for
transfer agency services plus out-of-pocket expenses and up
to 0.25% of the Fund's average daily net assets annually for
account servicing activities. Each Fund currently waives
0.15% of such fees. ING Fund Services may engage third
parties to perform some or all of these services. The fee
waivers are voluntary and may be modified or terminated at
any time without the Funds' consent. (See "Management of the
Fund -- Fund Accountant, Transfer Agent and Account
Services" in the Prospectus.)
*** Total Fund Operating Expenses (before waivers) would be
1.99% for Class A shares and 2.24% for Class B and C shares
of the ING Intermediate Bond Fund and 2.14% for Class A
shares and 2.39% for Class B and C shares of the ING High
Yield Bond Fund.
</TABLE>
<PAGE> 55
ING FUNDS TRUST 5
- --------------------------------------------------------------------------------

FEE TABLE

<TABLE>
<CAPTION>
ING INTERNATIONAL BOND FUND ING MORTGAGE INCOME FUND
--------------------------- ---------------------------
CLASS A CLASS B CLASS C CLASS A CLASS B CLASS C
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price) (1)................. 4.75% NONE NONE 4.75% NONE NONE
Maximum Sales Load Imposed on Reinvested Dividends
(as a percentage of offering price)..................... NONE NONE NONE NONE NONE NONE
Maximum Contingent Deferred Sales Load
(as a percentage of the lesser of the net asset value at
the time of redemption or at the time of purchase)
(2)..................................................... NONE 5.00% 1.00% NONE 5.00% 1.00%
ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF
AVERAGE DAILY NET ASSETS)
Management Fees (after waivers)*.......................... 0.25% 0.25% 0.25% 0.13% 0.13% 0.13%
12b-1 Fees (after waivers)*............................... 0.10% 0.75% 0.75% 0.00% 0.75% 0.75%
Shareholder Servicing Fees................................ 0.25% 0.25% 0.25% 0.25% 0.25% 0.25%
Other Expenses (after waivers)**.......................... 0.88% 0.88% 0.88% 0.58% 0.58% 0.58%
---- ---- ---- ---- ---- ----
TOTAL FUND OPERATING EXPENSES (AFTER WAIVERS)*** 1.48% 2.13% 2.13% 0.96% 1.71% 1.71%
==== ==== ==== ==== ==== ====
</TABLE>

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

<TABLE>
<S> <C>
(1) Under certain circumstances, purchases of Class A shares not
subject to an initial sales charge will be subject to a CDSC
if redeemed within 12 months of the calendar month of
purchase. For an additional discussion of the Class A CDSC,
see this Prospectus under "Purchase of Fund Shares."
(2) If you purchase Class B shares, you do not pay an initial
sales charge but you may incur a CDSC if you redeem some or
all of your Class B shares before the end of the sixth year
after which you purchased such shares. The CDSC for
redemptions occurring in years one through six,
respectively, is 5%, 4%, 4%, 3%, 2% and 1% of the lesser of
the net asset value of the shares at the time of redemption
or at the time of purchase. The CDSC is not imposed on the
amount of any increase in your account value over the amount
invested. No CDSC is charged after the sixth year. If you
purchase Class C shares, you do not pay an initial sales
charge but you may incur a CDSC if you redeem some or all of
your Class C shares within 12 months of the calendar month
of purchase. For a discussion of the Class B and C CDSC, see
this Prospectus under "Purchase of Fund Shares."
* Management Fees consisting of investment advisory and
administrative fees (before waivers) for the ING
International Bond Fund and ING Mortgage Income Fund would
be 1.00% and 0.50% annually of the average daily net assets
for each Fund, respectively. Rule 12b-1 Fees (before
waivers) would be 0.50% annually of the average daily net
assets for each Fund's Class A shares. The fee waivers
reflected in the table are voluntary and may be modified or
terminated at any time without the Funds' consent.
** Under the Fund Services Agreement, each Fund may pay ING
Fund Services annually up to $40,000 for fund accounting
services plus out-of-pocket expenses, $17 per an account for
transfer agency services plus out-of-pocket expenses and up
to 0.25% of the Fund's average daily net assets annually for
account servicing activities. Each Fund currently waives
0.15% of such fees. ING Fund Services may engage third
parties to perform some or all of these services. The fee
waivers are voluntary and may be modified or terminated at
any time without the Funds' consent. (See "Management of the
Fund -- Fund Accountant, Transfer Agent and Account
Services" in the Prospectus.)
*** Total Fund Operating Expenses (before waivers) would be
2.78% for Class A shares and 3.03% for Class B and C shares
of the ING International Bond Fund and 1.98% for Class A
shares and 2.23% for Class B and C shares of the ING
Mortgage Income Fund.
</TABLE>
<PAGE> 56
6 ING FUNDS TRUST
- --------------------------------------------------------------------------------

FEE TABLE

<TABLE>
<CAPTION>
ING NATIONAL TAX-EXEMPT BOND
FUND
-----------------------------------
CLASS A CLASS B CLASS C
------- ------- -------
<S> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price) (1)................... 4.75% NONE NONE
Maximum Sales Load Imposed on Reinvested Dividends
(as a percentage of offering price)....................... NONE NONE NONE
Maximum Contingent Deferred Sales Load
(as a percentage of the lesser of the net asset value at
the time of redemption or at the time of purchase) (2).... NONE 5.00% 1.00%
ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF
AVERAGE DAILY NET ASSETS)
Management Fees (after waivers)*............................ 0.13% 0.13% 0.13%
12b-1 Fees (after waivers)*................................. 0.00% 0.75% 0.75%
Shareholder Servicing Fees.................................. 0.25% 0.25% 0.25%
Other Expenses (after waivers)**............................ 0.58% 0.58% 0.58%
---- ---- ----
TOTAL FUND OPERATING EXPENSES (AFTER WAIVERS)***............ 0.96% 1.71% 1.71%
==== ==== ====
</TABLE>

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

<TABLE>
<S> <C>
(1) Under certain circumstances, purchases of Class A shares not
subject to an initial sales charge will be subject to a CDSC
if redeemed within 12 months of the calendar month of
purchase. For an additional discussion of the Class A CDSC,
see this Prospectus under "Purchase of Fund Shares."
(2) If you purchase Class B shares, you do not pay an initial
sales charge but you may incur a CDSC if you redeem some or
all of your Class B shares before the end of the sixth year
after which you purchased such shares. The CDSC for
redemptions occurring in years one through six,
respectively, is 5%, 4%, 4%, 3%, 2% and 1% of the lesser of
the net asset value of the shares at the time of redemption
or at the time of purchase. The CDSC is not imposed on the
amount of any increase in your account value over the amount
invested. No CDSC is charged after the sixth year. If you
purchase Class C shares, you do not pay an initial sales
charge but you may incur a CDSC if you redeem some or all of
your Class C shares within 12 months of the calendar month
of purchase. For a discussion of the Class B and C CDSC, see
this Prospectus under "Purchase of Fund Shares."
* Management Fees consisting of investment advisory and
administrative fees (before waivers) would be 0.50% annually
of the average daily net assets for the Fund. Rule 12b-1
Fees (before waivers) would be 0.50% annually of the average
daily net assets for the Fund's Class A shares. The fee
waivers reflected in the table are voluntary and may be
modified or terminated at any time without the Fund's
consent.
** Under the Fund Services Agreement, each Fund may pay ING
Fund Services annually up to $40,000 for fund accounting
services plus out-of-pocket expenses, $17 per an account for
transfer agency services plus out-of-pocket expenses and up
to 0.25% of the Fund's average daily net assets annually for
account servicing activities. The Fund currently waives
0.15% of such fees. ING Fund Services may engage third
parties to perform some or all of these services. The fee
waivers are voluntary and may be modified or terminated at
any time without the Fund's consent. (See "Management of the
Fund -- Fund Accountant, Transfer Agent and Account
Services" in the Prospectus.)
*** Total Fund Operating Expenses (before waivers) would be
1.98% for Class A shares and 2.23% for Class B and C shares.
</TABLE>
<PAGE> 57
ING FUNDS TRUST 7
- --------------------------------------------------------------------------------

EXPENSE EXAMPLES:

The following table is provided to assist you in understanding the various
costs and expenses that you would bear directly or indirectly as an investor in
the Fund(s).

<TABLE>
<CAPTION>
FULL REDEMPTION* NO REDEMPTION**
---------------- ----------------
1 YEAR 3 YEARS 1 YEAR 3 YEARS
------ ------- ------ -------
<S> <C> <C> <C> <C>
ING INTERMEDIATE BOND FUND
Class A Shares.......................... $57 $ 77 $57 $77
Class B Shares.......................... $68 $ 95 $18 $55
Class C Shares.......................... $28 $ 55 $18 $55
ING HIGH YIELD BOND FUND
Class A Shares.......................... $57 $ 78 $57 $78
Class B Shares.......................... $68 $ 96 $18 $56
Class C Shares.......................... $28 $ 56 $18 $56
ING INTERNATIONAL BOND FUND
Class A Shares.......................... $62 $ 92 $62 $92
Class B Shares.......................... $72 $107 $22 $67
Class C Shares.......................... $32 $ 67 $22 $67
ING MORTGAGE INCOME FUND
Class A Shares.......................... $57 $ 77 $57 $77
Class B Shares.......................... $67 $ 94 $17 $54
Class C Shares.......................... $27 $ 54 $17 $54
ING NATIONAL TAX-EXEMPT BOND FUND
Class A Shares.......................... $57 $ 77 $57 $77
Class B Shares.......................... $67 $ 94 $17 $54
Class C Shares.......................... $27 $ 54 $17 $54
</TABLE>

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

THE EXAMPLES PROVIDED SHOULD NOT BE CONSIDERED AS A REPRESENTATION OF THE
FUNDS' PAST OR FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN
THOSE SHOWN. IN ADDITION, WHILE THE EXAMPLES ASSUME A 5% ANNUAL RETURN, EACH
FUND'S ACTUAL PERFORMANCE WILL VARY AND MAY RESULT IN AN ACTUAL RETURN THAT IS
GREATER OR LESS THAN 5%.
<PAGE> 58
8 ING FUNDS TRUST
- --------------------------------------------------------------------------------

THE INVESTMENT POLICIES AND PRACTICES OF THE FUNDS

Each Fund follows its own investment policies and practices, including
certain investment restrictions. The "Investment Restrictions" section of the
SAI contains specific investment restrictions (the "Investment Restrictions")
which govern each Fund's investments. Each Fund's investment objective and
certain Investment Restrictions are fundamental policies which may not be
changed without a vote of a majority of the outstanding shares, as defined under
the 1940 Act, of the affected Fund. Except for the objectives and those
restrictions specifically identified as fundamental, all other investment
policies and practices described in this Prospectus and in the SAI are not
fundamental, and may therefore be changed by the Board of Trustees without
shareholder approval. There can be no assurance that any Fund will achieve its
investment objective.

The ING Intermediate Bond Fund. The ING Intermediate Bond Fund seeks to
provide investors with a high level of current income consistent with the
preservation of capital and liquidity. Under normal market conditions, the Fund
will invest at least 65% of its total assets in debt securities rated at the
time of purchase, BBB or better by a NRSRO or, if not rated, determined to be of
comparable quality by the Fund's Sub-Adviser at the time of purchase, and will
seek to maintain a minimum average portfolio quality rating of "BBB." Fixed
income securities downgraded to below BBB subsequent to purchase may be retained
in the portfolio when deemed by the Fund's Sub-Adviser to be in the best
interest of Fund shareholders. A description of security ratings is contained in
an Appendix to the SAI. The dollar-weighted average maturity of the ING
Intermediate Bond Fund will generally range between three and ten years. Any
remaining assets may be invested in convertible securities, preferred stocks and
debt of foreign issuers, U.S. Government securities and money market instruments
that the Fund's Sub-Adviser believes are appropriate in light of the Fund's
objective. Money-market instruments must be rated in one of the top two rating
categories by a NRSRO or, if not rated, determined to be of comparable quality
by the Fund's Sub-Adviser.

ING High Yield Bond Fund. The ING High Yield Bond Fund seeks to provide
investors with a high level of current income and total return. Under normal
market conditions, the Fund intends to invest at least 65% of its total assets
in high yield (high risk) bonds. Any remaining assets may be invested in
investment grade bonds, debt of foreign issuers, common and preferred stocks,
U.S. Government securities and money market instruments that the Fund's
Sub-Adviser believes are appropriate in light of the Fund's objective. High
yield bonds, which are high risk bonds, are debt securities that are not rated
by a NRSRO or are rated below investment grade by a NRSRO such as Ba or lower by
Moody's Investors Services, Inc. ("Moody's") or BB or lower by Standard & Poor's
Rating Group ("S&P"). A description of security ratings is contained in an
Appendix to the SAI. The Fund defines high yield bonds to include: bank loans,
payment in kind ("PIK") securities, fixed, variable, floating rate and deferred
interest debt obligations, zero coupon bonds; asset and mortgage-backed debt
obligations; structured debt obligations; and convertible bonds. In evaluating
the quality of a particular high yield bond for investment in the Fund, the
Sub-Adviser does not rely exclusively on ratings assigned by the NRSROs. The
Sub-Adviser will utilize a security's credit rating as simply one indication of
an issuer's creditworthiness and will principally rely upon its own analysis of
any security. However, the Sub-Adviser does not have restrictions on the rating
level of the securities in the Fund's portfolio and may purchase and hold
securities in default.

The Fund will not purchase any common stocks if, after such purchase, more
than 20% of the value of its total assets would be invested in common stocks.
The Fund will invest in common stocks purchased in order to attempt to achieve
either a combination of its primary and secondary goals, in which case the
common stocks will be dividend-paying, or to achieve its secondary goal, in
which case the common stocks may not pay dividends.

There are no restrictions on the average maturity of the Fund or on the
maturity of any single instrument. Maturities may vary widely depending on the
Sub-Adviser's assessment of interest rate trends and other economic and market
factors.

Fixed income securities, for purposes of this Fund, consist of: (i)
securities issued or guaranteed by foreign governments, their political
subdivisions, agencies or instrumentalities (sovereign debt); (ii) corporate
bonds and debentures rated in the highest four rating categories by a NRSRO;
(iii) obligations of supranational entities; (iv) repurchase agreements
involving such securities; (v) loan participations; (vi) short-term commercial
paper of U.S. or foreign issuers rated in the highest two rating categories by a
NRSRO; and (vii) swaps.

Any remaining Fund assets may be invested in: (i) securities denominated in
U.S. dollars or foreign currencies which are rated below investment grade; (ii)
obligations issued
<PAGE> 59
ING FUNDS TRUST 9
- --------------------------------------------------------------------------------

or guaranteed as to principal and interest by the U.S. Government or its
agencies and instrumentalities; (iii) obligations (certificates of deposit, time
deposits, and bankers' acceptances) of commercial banks, savings and loan
institutions, and U.S. and foreign branches of foreign banks that have total
assets of $500 million or more as shown on their last published financial
statements at the time of investment; (iv) mortgage-backed securities rated in
the highest three rating categories by a NRSRO; (v) asset-backed securities
rated in the highest three rating categories by a NRSRO; (vi) receipts; and
(vii) Guaranteed Insurance Contracts ("GICs"). The Fund may invest or hold a
portion of its assets in U.S. dollars and foreign currencies, including
multinational currency units. Normally, a portion of the Fund's total assets is
held in U.S. dollars.

The Fund is non-diversified for purposes of the 1940 Act, which means that
it is not limited by the 1940 Act in the proportion of its assets that it may
invest in the obligations of a single issuer.

ING Mortgage Income Fund. The ING Mortgage Income Fund seeks to provide
investors with long-term income consistent with preservation of capital. Under
normal market conditions, the Fund will invest at least 65% of its total assets
in mortgage-backed securities. Any remaining assets may be invested in fixed
income securities including, but not limited to, U.S. Government securities,
corporate bonds, notes and debentures, asset-backed securities and money market
instruments that the Fund's Sub-Adviser believes are appropriate in light of the
Fund's objective. The Fund's investments will be rated, at the time of purchase,
at least A by Moody's or S&P or similarly rated by another NRSRO or if
non-rated, they are, in the view of the Sub-Adviser, at the time of purchase, of
comparable quality. A description of security ratings is contained in an
Appendix to the SAI.

There are no restrictions on the average maturity of the Fund or on the
maturity of any single instrument. Accordingly, the Fund may vary the proportion
of its holdings of long- and short-term debt securities in order to reflect its
assessment of prospective changes in interest rates even if such action may
adversely affect current income. For example, if in the opinion of the
Sub-Adviser, interest rates generally are expected to decline, the Fund may sell
its shorter term securities and purchase longer term securities in order to
benefit from greater expected relative price appreciation; the securities sold
may have a higher current yield than those being purchased. The success of this
strategy will depend on the Sub-Adviser's ability to forecast changes in
interest rates. Moreover, the Fund intends to manage its portfolio actively by
taking advantage of trading opportunities such as sales of fund securities and
purchases of higher yielding securities of similar quality due to distortions in
normal yield differentials.

Mortgage-backed securities are securities that directly or indirectly
represent a participation in, or are secured by and payable from, mortgage loans
secured by real property. There are currently three basic types of
mortgage-backed securities: (i) those issued or guaranteed by the U.S.
Government or one of its agencies or instrumentalities, such as Government
National Mortgage Association ("GNMA"), Federal National Mortgage Association
("FNMA") and Federal Home Loan Mortgage Corporation ("FHLMC"); (ii) those issued
by private issuers that represent an interest in or are collateralized by
mortgage-backed securities issued or guaranteed by the U.S. Government or one of
its agencies or instrumentalities; and (iii) those issued by private issuers
that represent an interest in or are collateralized by whole mortgage loans or
mortgage-backed securities without a government guarantee but usually having
some form of private credit enhancement. See "Private Mortgage Pass-Through
Securities" below. The Fund may invest in adjustable rate and fixed rate
mortgage securities.

Where securities are issued or guaranteed by the U.S. Government or one of
its agencies or instrumentalities, such guarantee does not extend to the yield
or value of the securities or the Fund's shares. These certificates are in most
cases pass-through instruments, through which the holder receives a share of all
interest and principal payments from the mortgages underlying the certificate,
net of certain fees. The value of these securities is likely to vary inversely
with fluctuations in interest rates.

ING National Tax-Exempt Bond Fund. The ING National Tax-Exempt Bond Fund
seeks to provide investors with a high level of current income that is exempt
from federal income taxes, consistent with preservation of capital. Under normal
market conditions, at least 80% of its total assets will be invested in
Municipal Securities. The issuers of these securities can be located in all
fifty states, the District of Columbia, Puerto Rico, and other U.S. territories
and possessions. Under normal conditions, the Fund will invest at least 80% of
its total assets in securities the interest on which is not a preference item
for purposes of the federal alternative minimum tax. Although the Sub-Adviser
has no present intention of doing so, up to 20% of total assets in the Fund can
be invested in taxable debt securities for defensive purposes or when sufficient
tax exempt securities considered appropriate by the Sub-Adviser are not
available for purchase.

The Fund may purchase the following types of municipal obligations, but
only if such securities, at the time of purchase, either have the requisite
rating, or, if not rated, are of comparable quality as determined by the
Sub-Adviser: (i) municipal bonds rated BBB by S&P or Baa by Moody's; (ii)
municipal notes rated at least SP-1 by S&P or MIG-1 or VMIG-1 by Moody's; and
(iii) tax-exempt commercial paper rated at least A-1 by S&P or Prime-1 by
Moody's.
<PAGE> 60
10 ING FUNDS TRUST
- --------------------------------------------------------------------------------

Not more than 25% of the Fund's total assets will be invested in (i)
Municipal Securities whose issuers are located in the same state and (ii)
Municipal Securities the interest on which is derived from revenues of similar
type projects. This restriction does not apply to Municipal Securities in any of
the following categories: public housing authorities; general obligations of
states and localities; state and local housing finance authorities, or municipal
utilities systems.

There could be economic, business, or political developments which might
affect all Municipal Securities of a similar type. To the extent that a
significant portion of the Fund's assets are invested in Municipal Securities
payable from revenues on similar projects, the Fund will be subject to the
peculiar risks presented by such projects to a greater extent than it would be
if the Fund's assets were not so invested.

The Fund may invest in variable and floating rate obligations, may purchase
securities on a "when-issued" basis, and reserves the right to engage in
transactions involving standby commitments. The Fund may also purchase other
types of tax-exempt instruments as long as they are of a quality equivalent to
the long-term bond or commercial paper ratings stated above. Although permitted
to do so, the Fund has no present intention to invest in repurchase agreements
or to purchase securities subject to the federal alternative minimum tax. The
Fund will not invest more than 15% of its net assets in illiquid securities.

The taxable securities in which the Fund may invest consist of U.S.
Treasury obligations; obligations issued or guaranteed by the U.S. Government or
by its agencies or instrumentalities whether or not backed by the full faith and
credit of the U.S. Government; instruments of U.S. commercial banks or savings
and loan institutions (not including foreign branches of U.S. banks or U.S.
branches of foreign banks) which are members of the Federal Reserve System or
the Federal Deposit Insurance Corporation and which have total assets of $1
billion or more as shown on their last published financial statements at the
time of investment; and repurchase agreements involving any of such obligations.

All Funds. The SEC currently requires a Fund to invest at least 65% of its
total assets in investments that are consistent with its name. To the extent the
SEC changes the percentage of a Fund's total assets that must be invested in
investments that are consistent with its name, each Fund reserves the right to
change, without shareholder approval, the percentage required to be invested by
the Fund from 65% of total assets to the percentage required by the SEC or to
change the name of the Fund.

In order to meet liquidity needs or for temporary defensive purposes, each
Fund may invest up to 100% of its assets in fixed income securities, money
market securities, certificates of deposit, bankers' acceptances, commercial
paper or in equity securities which in the Sub-Adviser's opinion are more
conservative than the types of securities that the Fund typically invests in. To
the extent the Funds are engaged in temporary or defensive investments, a Fund
will not be pursuing its investment objective.

The types of securities and investment practices used by the Funds are
described in greater detail at "Description of Securities and Investment
Practices."

MANAGEMENT OF THE FUNDS

THE MANAGER

consider their performance records with respect to the investment objectives and
policies of each Fund. The Manager also provides certain administrative services
necessary for the Funds' operations including: (i) coordination of the services
performed by the Funds' custodian, independent auditors and legal counsel; (ii)
regulatory compliance, including the compilation of information for documents
such as reports to, and filings with, the SEC; (iii) preparation of proxy
statements and shareholder reports for the Funds; (iv) general supervision
relative to the compilation of data required for the preparation of periodic
reports distributed to the Funds' Officers and Board of Trustees; and (v)
furnishing office space and certain facilities required for conducting the
business of the Funds.

The Trust pays the Manager for its services under the Management Agreement
a fee, payable monthly, based on the average daily net assets of each Fund at
the following annual rates:

<TABLE>
<CAPTION>
FUND MANAGEMENT FEE
---- --------------
<S> <C>
ING Intermediate Bond Fund........... 0.50%
ING High Yield Bond Fund............. 0.65%
ING International Bond Fund.......... 1.00%
ING Mortgage Income Fund............. 0.50%
ING National Tax-Exempt Bond Fund.... 0.50%
</TABLE>

THE SUB-ADVISERS

The Manager has entered into Sub-Advisory Agreements with the Sub-Advisers.
Under the Agreements, the Sub-Advisers have full investment discretion and make
all determinations with respect to the investment of a Fund's assets and the
purchase and sale of portfolio securities and other investments. Each
Sub-Advisory Agreement may be terminated without penalty by the Manager, the
Board of Trustees or the shareholders of the respective Fund, or by the
Sub-Adviser, on 60 days' written notice by any party to the Sub-Advisory
Agreement and will terminate automatically if assigned as that term is described
in the 1940 Act. Each of the Sub-Advisers is a wholly owned indirect subsidiary
of ING Group and is an affiliate of the Manager. The Manager may make changes to
the sub-advisory arrangements provided that it will not make any changes that
would constitute an assignment (as defined under the 1940 Act) of an advisory
agreement unless such actions are permissible under the 1940 Act, the rules
thereunder or pursuant to relief granted by the SEC.

Baring International Investment Limited. The Manager has retained BIIL
located at 155 Bishopsgate, London, along with its affiliates, BAM and BIFL, to
act as co-sub-advisers to the ING International Bond Fund. BAM is located at 125
High Street, Boston, MA 02110 and BIFL is located at 19/F Edinburgh Tower, The
Landmark, 15 Queens Road, Central, Hong Kong. BIIL, BAM and BIFL may be referred
to herein as "Co-Sub-Advisers". BIIL, BAM and BIFL are registered with the SEC
and provide investment management services to clients located around the world.
BIIL, BAM and BIFL are wholly owned subsidiaries of Baring Asset Management
Holdings Limited ("BAMHL"). BAMHL, a company registered in England and Wales, is
the parent of the world-wide group of investment management companies that
operate under the collective name Baring Asset Management (the "BAM Group").

BAM Group provides global investment management services and maintains
major investment offices in Boston, London, Hong Kong and Tokyo, and together
with its predecessor corporation was founded in 1762. BAM Group provides
advisory services to regulated investment companies, institutional investors,
offshore investment companies, insurance companies and private clients. As of
September 30, 1998, Baring Asset Management managed approximately $40.1 billion
of assets.

The ING International Bond Fund is managed by Mr. Paul Thursby, a member of
a team of eight investment professionals. The team has an average of 17 years of
investment experience. Mr. Thursby has been an investment professional with
BAMHL and BIIL since 1981 and has 18 years of investment experience.

Pursuant to the Sub-Advisory Agreements, the Manager (not the Trust) pays
to the Co-Sub-Advisers a monthly fee based on the average daily net assets of
the Fund at an annual rate of 0.50%.

The figures following show past performance of the Co-Sub-Advisers in
managing accounts with investment objectives, policies, styles and techniques
substantially similar though not identical to those of the ING International
Bond Fund. The performance is not necessarily representative of the past
performance of the above-referenced team or any individual of the team.
Information presented is based on performance data provided by the
Co-Sub-Advisers. The past performance does not represent the ING International
Bond Fund's performance, as it is newly organized and has no performance record
of its own. The table shows the total returns for a composite of the actual
performance of international fixed income accounts managed by the Co-Sub-
Advisers for various periods ended September 30, 1998, as adjusted for the
projected annual expenses for the ING
<PAGE> 62
12 ING FUNDS TRUST
- --------------------------------------------------------------------------------

International Bond Fund's Class A, Class B and Class C shares during its initial
fiscal period as set forth in the Fee Table in this Prospectus. The amounts
shown assume redemption of Fund shares at the end of each period indicated.
Included for comparison purposes are performance figures of the Salomon Brothers
World Government Bond Non-U.S. Dollar Index ("SWGB ex-U.S. $ Index"), an
unmanaged market index. The performance shown below is calculated in accordance
with established Securities and Exchange Commission rules and guidelines.

The composite is made up of unregistered accounts that are not subject to
diversification and other requirements that apply to mutual funds under
applicable securities, tax and other laws that, if applicable, may have
adversely affected performance. As a result, portfolio management strategies
used on the composite and those used on the ING International Bond Fund may vary
in some respects. The information should not be considered a prediction of the
future performance of the ING International Bond Fund. The actual performance
may be higher or lower than that shown.

ANNUALIZED RATES OF RETURN FOR
PERIODS ENDING SEPTEMBER 30, 1998

INTERNATIONAL BOND COMPOSITE

<TABLE>
<CAPTION>
SWGB
EX-U.S.$
CLASS A* CLASS B CLASS C INDEX
-------- ------- ------- --------
<S> <C> <C> <C> <C>
1 Year.. 10.71% 10.53% 14.53% 10.35%
3
Years.. 9.97% 9.98% 11.07% 4.41%
5
Years.. 9.45% 9.55% 9.83% 7.20%
10
Years.. 11.08% 11.06% 10.92% 9.13%
*As described herein, investments in Class A
shares equal to or in excess of $1,000,000 will
not be subject to an initial sales charge. The
annualized rate of return, without adjustment for
an initial sales charge, would be 15.23%, 11.77%,
10.52% and 11.62% for the 1, 3, 5 and 10 year
periods, respectively.
</TABLE>

ING Investment Management LLC. The Manager has retained IIM, located at
5780 Powers Ferry Road, N.W., Suite 300, Atlanta, GA 30327 to act as sub-adviser
to the ING Intermediate Bond Fund, ING High Yield Bond Fund and the ING Mortgage
Income Fund. IIM is a Delaware limited liability company which is engaged in the
business of providing investment advice to portfolios which, as of September 30,
1998, were valued at $26.7 billion. IIM is registered with the SEC as an
investment adviser. IIM is also a sub-adviser to other registered investment
companies.

Each Fund is managed by a team of IIM investment professionals. Mr. James
Kauffmann, with more than 11 years of investment experience, leads a team of
three investment professionals managing the ING Intermediate Bond Fund. Mr.
Kauffmann received his undergraduate degree from Purdue University and his MBA
from Harvard University. Mr. Robert Bowman, who has more than 20 years of
investment experience, leads a team of five investment professionals in managing
the ING High Yield Bond Fund. Mr. Bowman is a Senior Vice President and Managing
Director at IIM. Mr. Jeffrey Seel, with more than 20 years of investment
management experience, leads a team of investment professionals in managing the
ING Mortgage Income Fund. Mr. Seel received both his undergraduate degree and
his MBA from Syracuse University.

Pursuant to the Sub-Advisory Agreement, the Manager (not the Trust) pays to
IIM a monthly fee based on the average daily net assets of each Fund at the
following annual rates:

<TABLE>
<CAPTION>
FUND INVESTMENT SUB-ADVISORY FEE
---- ---------------------------
<S> <C>
ING Intermediate Bond
Fund...................... 0.250%
ING High Yield Bond Fund.... 0.325%
ING Mortgage Income Fund.... 0.250%
</TABLE>

Furman Selz Capital Management LLC. The Manager has retained FSCM, located
at 230 Park Avenue, New York, NY 10169, to act as sub-adviser to the ING
National Tax-Exempt Bond Fund. FSCM is a Delaware limited liability company
which is engaged in the business of providing investment advice to institutional
and individual clients which, as of September 30, 1998, were valued at
approximately $4.15 billion. FSCM is registered with the SEC as an investment
adviser.

Messrs. Robert Schonbrunn and Alan Segars are responsible for the
day-to-day operations of the ING National Tax-Exempt Bond Fund. Mr. Schonbrunn
has been an investment professional with FSCM since 1985 and has 31 years of
experience. Mr. Segars has been an investment professional with FSCM since 1985
and has 29 years of experience.

Pursuant to the Sub-Advisory Agreement, the Manager (not the Trust) pays to
FSCM a monthly fee based on the average daily net assets of the Fund at the
annual rate of 0.25%.

The figures following show past performance of FSCM in managing accounts
with investment objectives, policies, styles and techniques substantially
similar though not identical to those of the ING National Tax-Exempt Bond Fund.
Information presented is based on performance data provided by FSCM. The past
performance does not represent the ING National Tax-Exempt Bond Fund's
performance, as it is newly organized and has no performance record of its own.
The table shows the total returns for a composite of the actual performance of
federal tax exempt accounts managed by FSCM for various periods ended September
30, 1998, as adjusted for the projected annual expenses for the ING National
Tax-Exempt Bond Fund's Class A, B, and C shares during its initial fiscal period
as set forth in the Fee Table in this Prospectus. The amounts shown assume
redemption of Fund shares at the end of each period indicated. Included for
comparison purposes are performance figures of the Lehman 7 year G.O. Municipals
Index, an unmanaged market index. The performance shown below is calculated in
accordance
<PAGE> 63
ING FUNDS TRUST 13
- --------------------------------------------------------------------------------

with established Securities and Exchange Commission rules and guidelines.

The composite is made up of unregistered accounts that are not subject to
diversification and other requirements that apply to mutual funds under
applicable securities, tax and other laws that, if applicable, may have
adversely affected performance. As a result, portfolio management strategies
used on the composite and those used on the ING National Tax-Exempt Bond Fund
may vary in some respects. The information should not be considered a prediction
of the future performance of the ING National Tax-Exempt Bond Fund. The actual
performance may be higher or lower than that shown.

ANNUALIZED RATES OF RETURN FOR
PERIODS ENDING SEPTEMBER 30, 1998

COMPOSITE OF SEPARATELY
MANAGED TAX-FREE ACCOUNTS

<TABLE>
<CAPTION>
LEHMAN
7-YEAR G.O.
MUNICIPALS
CLASS A* CLASS B CLASS C INDEX
-------- ------- ------- -----------
<S> <C> <C> <C> <C>
1 Year 1.72% 1.01% 5.01% 8.01%
3 Years 4.09% 3.80% 5.02% 6.83%
5 Years 3.73% 3.63% 3.98% 5.98%
Since Inception** 5.51% 5.49% 5.49% 7.00%
*As described herein, investments in Class A shares equal to
or in excess of $1,000,000 will not be subject to an initial
sales charge. The annualized rate of return, without
adjustment for an initial sales charge, would be 5.79%,
5.79%, 4.75% and 6.27% for the 1, 3, 5 year and since
inception periods, respectively.
**Inception date is December 31, 1991.
</TABLE>

THE DISTRIBUTOR

FUND ACCOUNTANT, TRANSFER AGENT AND ACCOUNT
SERVICING

ING Fund Services has entered into a Fund Services Agreement with the Funds
pursuant to which ING Fund Services will perform or engage third parties to
perform transfer agency, fund accounting, account services and other services.
Under the Fund Services Agreement, each Fund may pay ING Fund Services annually
up to $40,000 for fund accounting services plus out-of-pocket expenses, $17 per
an account for transfer agency services plus out-of-pocket expenses and up to
0.25% of the Fund's average daily net assets annually for account servicing
activities. ING Fund Services may engage third parties to perform some or all of
these services. Account servicing may include, but not limited to, (i)
maintaining shareholder accounts; (ii) preparing shareholders statements,
confirmations and shareholder lists; (iii) mailing shareholder statements,
confirmations, Prospectuses, statements of additional information, annual and
semi-annual reports and proxy statements; (iv) tabulating proxies; (v)
disbursement of dividends and other distributions; (vi) withholding taxes on
U.S. resident and non-resident accounts where applicable; (vii) preparation and
filing of U.S. Treasury Department Forms 1099 and other appropriate forms by
applicable statutes, rules and regulations; and (viii) providing such other
similar services directly to shareholder accounts. ING Fund Services has
retained DST to act as the Funds' transfer agent and First Data to act as the
Funds' fund accounting agent. DST is located at 333 W. 11th Street, Kansas City,
MO 64105, and First Data is located at 4400 Computer Drive, Westborough, MA
01581-5120.

DISTRIBUTION EXPENSES

Pursuant to a Plan of Distribution adopted by each Fund under Rule 12b-1
under the 1940 Act, each Fund pays the Distributor an annual fee of up to 0.50%
of average daily net assets attributable to that Fund's Class A shares and of up
to 0.75% of average daily net assets attributable to that Fund's Class B and C
shares.

The higher distribution fee attributable to Class B and C shares is
designed to permit an investor to purchase such shares through registered
representatives of the Distributor and other broker-dealers without the
assessment of an initial sales charge and at the same time to permit the
Distributor to compensate its registered representatives and other broker-
dealers in connection with the sale of such shares. The distribution fee for all
classes may be used by the Distributor for the purpose of financing any activity
which is primarily intended to result in the sale of shares of the applicable
Fund. For example, such distribution fee may be used by the Distributor: (i) to
compensate broker-dealers, including the Distributor and its registered
representatives, for their sale of Fund shares, including the implementation of
various incentive programs with respect to broker-dealers, banks, and other
financial institutions, (ii) to pay an affiliated party of the Distributor for
interest and other borrowing costs incurred by the Distributor; and (iii) to pay
other advertising and promotional expenses in connection with the distribution
of Fund shares. These advertising and promotional expenses include, by way of
example but not by way of limitation, costs of prospectuses for other than
current shareholders; preparation and distribution of sales literature;
advertising of any type; expenses of branch offices provided jointly by the
Distributor and affiliated companies; and compensation paid to and expenses
incurred by officers, employees or representatives of the Distributor or of
other broker-dealers, banks, or other financial institutions, including travel,
entertainment, and telephone expenses. If the Distribution Plan is terminated by
the Funds, the Board of Trustees may allow the Funds to pay the 12b-1 fees to
the Distributor for distributing shares before the Plan was terminated.
<PAGE> 64
14 ING FUNDS TRUST
- --------------------------------------------------------------------------------

SHAREHOLDER SERVICING PLAN

The Funds have adopted a Shareholder Servicing Plan pursuant to which it
may pay a service fee up to an annual rate of up to 0.25% of a Fund's average
daily net assets to various banks, trust companies, broker-dealers or other
financial organizations including the Manager and its affiliates (collectively,
"Service Organizations"). Under the Shareholder Servicing Plan, fees may be used
to compensate Service Organizations who provide administrative and support
services to their customers who may from time to time beneficially own shares of
beneficial interest in the Fund, which may include, but is not limited to, (i)
answering routine customer inquiries regarding the Funds; (ii) assisting
customers in changing dividend options, account designations and addresses, and
in enrolling into any of several investment plans offered by the Funds; (iii)
assisting in processing purchase and redemption transactions, including
arranging wire transfers, transmitting and receiving funds, and verifying
customer signatures; and (iv) providing such other similar services directly to
their customers to the extent permitted under applicable statutes, rules and
regulations.

OTHER EXPENSES

Each Fund bears all costs of its operations other than expenses
specifically assumed by the Manager. The costs borne by the Funds include, but
are not limited to, legal and auditing expenses; Trustees' fees and expenses;
insurance premiums; custodian; transfer agent, fund accounting and account
servicing fees and expenses (as paid through ING Fund Services to third party
agents); expenses incurred in acquiring or disposing of the Funds' portfolio
securities; expenses of registering and qualifying the Funds' shares for sale
with the SEC and with various state securities commissions; expenses of
obtaining quotations on the Funds' portfolio securities and pricing of the
Funds' shares; expenses of maintaining the Funds' legal existence and of
shareholders' meetings; and expenses of preparation and distribution to existing
shareholders of reports, proxies and prospectuses. Expenses of the Funds
directly attributable to a Fund are charged to that Fund; other expenses are
allocated proportionately among all of the Funds in relation to the net assets
of each Fund.

PORTFOLIO TRANSACTIONS

Pursuant to the Sub-Advisory Agreements, the Sub-Adviser places orders for
the purchase and sale of portfolio investments for the Funds' accounts with
brokers or dealers selected by it in its discretion. In effecting purchases and
sales of equity and debt securities for the account of the Funds, the
Sub-Adviser will seek the best execution of the Funds' orders. Purchases and
sales of portfolio debt securities for the Funds are generally placed by the
Sub-Adviser with primary market makers for these securities on a net basis,
without any brokerage commission being paid by the Funds. Trading of portfolio
debt securities does, however, involve transaction costs. Transactions with
dealers serving as primary market makers reflect the spread between the bid and
asked prices. As permitted by Section 28(e) of the Securities Exchange Act of
1934, the Sub-Adviser may cause a Fund to pay a broker-dealer which provides
"brokerage and research services" (as defined in the Act) to the Sub-Adviser an
amount of disclosed commissions for executing a securities transaction for the
Funds in excess of the commissions another broker-dealer would have charged if
the Sub-Adviser believes the commission paid is reasonable in relation to the
value of the brokerage and research services received by the Sub-Adviser.
Broker-dealers are selected on the basis of a variety of factors such as
reputation, capital strength, size and difficulty of order, sale of Fund shares
and research provided to the Sub-Adviser. The Sub-Adviser may allocate purchase
and sales orders for portfolio securities to broker-dealers that are affiliated
with the Manager, the Sub-Adviser or Distributor in agency transactions, if the
Sub-Adviser believes the quality of the transaction and commissions are
comparable to what they would be with other qualified brokerage firms.

FUND SHARE VALUATION

exchange where the security is primarily traded. Portfolio securities which are
primarily traded on foreign exchanges may be valued with the assistance of
pricing services and are generally valued at the preceding closing values of
such securities on their respective exchanges, except that when an occurrence
subsequent to the time a foreign security is valued is likely to have changed
such value, then the fair value of those securities will be determined by
consideration of other factors by or under the direction of the Board of
Trustees. Securities for which market quotations are not readily available are
valued at fair value as determined in good faith by or at the direction of the
Board of Trustees. Notwithstanding the above, bonds and other fixed-income
securities are valued by using market quotations and may be valued on the basis
of prices provided by a pricing service approved by the Board of Trustees. All
assets and liabilities initially expressed in foreign currencies will be
converted into U.S. dollars at the mean between the bid and asked prices of such
currencies against U.S. dollars as last quoted by any major bank.

PURCHASE OF FUND SHARES

HOW TO PURCHASE SHARES

The following wire instructions should be used:

Investors Fiduciary Trust Company
ABA 101003621
A/C# 756-095-8
Credit to [insert the ING Fund Name]
For Account of [insert your ING Fund Account Number]

DESCRIPTION OF CLASS A SHARES --
INITIAL SALES CHARGE ALTERNATIVE

General Information. The public offering price of Class A shares is the
net asset value per share of the applicable Fund's shares plus any initial sales
charge. The sales charges
<PAGE> 66
16 ING FUNDS TRUST
- --------------------------------------------------------------------------------

and broker-dealer concessions, which vary with the size of the purchase, are
shown in the following table:

<TABLE>
<CAPTION>
SALES CHARGE AS
SALES CHARGE AS PERCENTAGE OF THE
PERCENTAGE OF THE NET AMOUNT BROKER-DEALER
AMOUNT OF SALE OFFERING PRICE INVESTED CONCESSION
-------------- ----------------- ----------------- -------------
<S> <C> <C> <C>
Less than $50,000........................................... 4.75% 4.99% 4.00%
$50,000 to $99,999.......................................... 4.25% 4.44% 3.50%
$100,000 to $249,999........................................ 3.50% 3.63% 2.75%
$250,000 to $499,999........................................ 2.50% 2.56% 2.00%
$500,000 to $999,999........................................ 2.00% 2.04% 1.60%
$1,000,000 or more*......................................... -0- -0- 0.50%**
</TABLE>

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

* The Fund imposes a CDSC in connection with certain purchases of Class A
shares of $1,000,000 or more, as described below.

** The Distributor normally pays the broker-dealer concession of 0.50% of the
purchase price of Class A shares to the dealer from its own resources at the
time of the sale, provided the investor would not otherwise qualify for a
waiver, described below, from the initial sales charge (i.e., employees of
the Manager, etc.).

Letter of Intent ("LOI"). You may reduce the initial sales charge rate
that applies to your purchases of Class A shares by meeting the terms of an
LOI -- a non-binding commitment to invest a certain amount within a thirteen-
month period from your initial purchase. The total amount of your intended
purchases of Class A, B, C and X shares will determine the reduced sales charge
rate for Class A shares purchased during that period. This can include purchases
made up to 90 days before the date of the LOI. Of the LOI amount, 5% will be
held in escrow to cover additional sales charges which may be due if your total
investments over the LOI period are not sufficient to qualify for a sales charge
reduction. In order for the sales charge reductions to be effective under the
LOI, the Transfer Agent must be notified of the reduction request when the
purchase order is placed. The Transfer Agent may require evidence of your
qualification for such reductions. Additional information concerning the LOI can
be obtained from the Funds by calling 1-877-INFO-ING.

Additionally, no sales charge is imposed on the following transactions: (i)
shares issued in plans of reorganization, such as mergers, asset acquisitions
and exchange offers, to which a Fund is a party; (ii) shares purchased by the
reinvestment of distributions received from a Fund; (iii) shares purchased and
paid for with the proceeds of shares redeemed in the prior 180 days from a
mutual fund on which an initial sales charge or CDSC was paid (other than a
mutual fund managed by the Manager or any of its affiliates); (iv) purchases by
a defined contribution plan under section 401(a) of the Code (including 401(k)
plans) with at least 25 eligible employees; (v) purchases by a 403(b)(7) or 457
plan subject to the Employee Retirement Income Security Act of 1974, as amended;
(vi) shares purchased by the reinvestment of loan repayments by a participant in
a retirement plan; (vii) purchases by former participants in a qualified
retirement
<PAGE> 67
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plan, where a portion of the plan was invested in the Fund; (viii) purchases by
non-qualified deferred compensation plans; and (ix) purchases under arrangements
between the Distributor and organizations which make recommendations to or
permit group solicitations of its employees, members or participants.

Contingent Deferred Sales Charge. The redemption proceeds of Class A
shares that were not at the time of purchase assessed an initial sales charge
because the investor purchased $1,000,000 or more of such shares (including
shares acquired under Rights of Accumulation and LOI), will be assessed a CDSC
equal to 0.50% if such shares are redeemed within twelve months after their
purchase date (the "CDSC Period"). The Class A CDSC will be assessed on the
lesser of the net asset value of the shares at the time of redemption or the
amount invested at the time of purchase. The Class A CDSC will not be imposed on
the amount of any increase in your account value over the initial amount
invested. To determine whether the Class A CDSC applies to a redemption, the
Fund redeems shares in the following order: (i) shares acquired by reinvestment
of dividends and capital gains distributions; (ii) shares held for over one
year; and (iii) shares in the order they were purchased (such that shares held
the longest are redeemed first).

DESCRIPTION OF CLASS B SHARES --
CONTINGENT DEFERRED SALES CHARGE ALTERNATIVE

General Information. The public offering price of Class B shares is the
net asset value of the applicable Fund's shares. Such shares are sold without an
initial sales charge so that the Fund receives the full amount of the investor's
purchase. However, a CDSC will be imposed if shares are redeemed within six
years of purchase. The Class B CDSC will not apply to redemptions of shares
purchased by the reinvestment of dividends or capital gains distributions and
may be waived under certain circumstances described below. The Class B CDSC will
be assessed on the lesser of the net asset value of the shares at the time of
redemption or at the time of purchase. The Class B CDSC will not be imposed on
the amount of any increase in your account value over the initial amount
invested. The Class B CDSC is paid to the Distributor to reimburse expenses
incurred in providing distribution-related services to the Fund in connection
with the sale of Class B shares. Although Class B shares are sold without an
initial sales charge, the Distributor normally pays a sales commission of 4.00%
of the purchase price of Class B shares to the dealer from its own resources at
the time of the sale. The Distributor, ING Funds Services and their agents may
assign their right to receive any Class B CDSC, certain distribution,
shareholder servicing and account servicing fees to an entity affiliated with
the Manager that provides funding for up-front sales commission payments.

To determine whether the Class B CDSC applies to a redemption, the Fund
redeems shares in the following order: (i) shares acquired by reinvestment of
dividends and capital gains distributions; (ii) shares held for over six years;
and (iii) shares in the order they were purchased (such that shares held the
longest are redeemed first). The amount of the Class B CDSC will depend on the
number of years since the time you invested and the dollar amount being
redeemed, according to the following schedule:

<TABLE>
<CAPTION>
REDEMPTION DURING CLASS B CDSC
- ----------------- -------------
<S> <C>
lst year after purchase............... 5%
2nd year after purchase............... 4%
3rd year after purchase............... 4%
4th year after purchase............... 3%
5th year after purchase............... 2%
6th year after purchase............... 1%
</TABLE>
<PAGE> 68
18 ING FUNDS TRUST
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In the table, a "year" is a 12-month period. All purchases are considered
to have been made on the business day of the month in which the purchase was
made.

DESCRIPTION OF CLASS C SHARES --
LEVEL SALES CHARGE ALTERNATIVE

Rule 12b-1 Fees. Pursuant to a Plan of Distribution adopted by each Fund
under Rule 12b-1 under the 1940 Act, each Fund pays the Distributor an annual
fee of up to 0.75% of average daily net assets attributable to that Fund's Class
C shares. This fee is higher than the amount paid in connection with the Class A
shares, but the same as the amount paid in connection with the Class B and Class
X shares of each Fund.

IRAS AND QUALIFIED RETIREMENT PLANS

The Funds may be used as a funding medium for IRAs and Qualified Retirement
Plans. Contributions are subject to prevailing limits set by the Internal
Revenue Service. An annual maintenance fee is imposed per taxpayer
identification number per plan type. Establishment of these accounts
<PAGE> 69
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requires a special application. For more information, please call the Funds at
1-877-INFO-ING.

MINIMUM ACCOUNT BALANCE

REINSTATEMENT PRIVILEGE (CLASS A SHARES ONLY)

Shareholders who are assessed a CDSC in connection with the redemption of
Class A shares and who subsequently reinvest a portion or all of the value of
the redeemed shares in Class A shares of any ING Fund within 90 days after such
redemption may do so at net asset value if such privilege is claimed at the time
of reinvestment. Such reinvested proceeds will not be subject to either a
front-end sales charge at the time of reinvestment or an additional CDSC upon
subsequent redemption. In order to exercise this reinvestment privilege, the
shareholder must notify the Transfer Agent of his or her intention to do so at
the time of reinvestment. This reinvestment privilege does not apply to Class B
or C shares.

PURCHASE PLANS

ING Directed Federal Deposit Plan. ING Directed Federal Deposit Plan
enables you to purchase Fund shares (minimum of $50 per transaction) by having
Federal salary, Social Security, or certain veterans', military or other
payments from the Federal government automatically deposited into your Fund
account. You may deposit as much of such payments as you elect. To enroll in
this plan you must file with the Transfer Agent a completed Directed Deposit
Sign-Up Form for each type of payment that you desire to include in this plan.
The appropriate form may be obtained from the Funds by calling 1-877-INFO-ING.
Death or legal incapacity will terminate your participation in this plan. You
may elect at any time to terminate your participation by notifying in writing
the appropriate Federal agency. The Fund may terminate your participation upon
30 days' notice to you.

ING Scheduled Payroll Investment Program. ING Scheduled Payroll Investment
Program permits you to purchase Fund shares automatically on a regular basis.
Depending upon your employer's direct deposit program, you
<PAGE> 70
20 ING FUNDS TRUST
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may have part or all of your paycheck transferred to your existing ING account
electronically through the Automated Clearing House system at each pay period.
To establish an ING Scheduled Payroll Investment Program account, you must file
an authorization form with your employer's payroll department. Your employer
must complete the reverse side of the form and return it to ING Funds, P.O. Box
419416, Kansas City, MO 64141-6416. You may obtain the necessary authorization
form from the Funds by calling 1-877-INFO-ING. You may change the amount of
purchase or cancel the authorization only by written notification to your
employer. It is the sole responsibility of your employer, not the Distributor,
the Trust, the Transfer Agent or any other person, to arrange for transactions
under the ING Scheduled Payroll Investment Program. Minimum investment amounts
will be determined on a case-by-case basis. The Fund may modify or terminate
this program at any time or charge a service fee. No such fee currently is
contemplated.

REDEMPTION OF FUND SHARES

HOW TO REDEEM SHARES

Once the shares are redeemed, a Fund will ordinarily send the proceeds by
check to the shareholder at the address of record on the next business day. The
Funds may, however, take up to seven days to make payment. This will not be the
customary practice. Also, if the New York Stock Exchange is closed (or when
trading is restricted) for any reason other than the customary weekend or
holiday closing or if an emergency condition as determined by the SEC merits
such action, the Funds may suspend redemptions or postpone payment dates. No
interest to or additional dividends will be earned on amounts represented by
uncashed redemption checks or misapplied wire payments.

By Telephone. You may redeem your shares by calling the Funds at
1-877-INFO-ING. You should be prepared to give the telephone representative the
following information: (i) your account number, social security number and
account registration; (ii) the Fund name from which you are redeeming shares;
and (iii) the amount to be redeemed. The conversation may be recorded to protect
you and the Funds. Telephone redemptions are available unless the shareholder
specifically declines this option on the Account Application and may only be
sent to the address of record or preassigned wire instructions. The Funds employ
reasonable procedures to confirm that instructions communicated by telephone are
genuine. If the Funds fail to employ such reasonable procedures, they may be
liable for any loss, damage or expense arising out of any telephone transactions
purporting to be on a shareholder's behalf. In order to assure the accuracy of
instructions received by telephone, the Funds require some
<PAGE> 71
ING FUNDS TRUST 21
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form of personal identification prior to acting upon instructions received by
telephone, record telephone instructions and provide written confirmation to
investors of such transactions. Telephone redemptions will be suspended for a
period of 15 days following a telephone address change.

Certain of the above-mentioned redemption services may not be available for
clients of authorized brokers or investment advisers or for IRAs. These clients
should contact their representative.

SIGNATURE GUARANTEES

REDEMPTION IN KIND

REDEMPTION PLANS

requested and fluctuation in the net asset value, if any, of the shares
redeemed, redemptions for the purpose of making such payments may reduce or even
exhaust the account. A shareholder may request that these payments be sent to a
predesignated bank or other designated party. Capital gains and dividend
distributions paid to the account will automatically be reinvested at net asset
value on the distribution payment date.

EXCHANGE OF FUND SHARES

HOW TO EXCHANGE SHARES

The Funds offer several convenient ways to exchange shares in one Fund for
shares in the same class of another Fund in the Trust. All exchanges will be
made based on the net asset value next determined following receipt of the
request by a Fund in good order, plus with regard to Class A shares, any
applicable sales charge. See "Purchase of Fund Shares -- Reinstatement Privilege
(Class A shares only)." If a shareholder exchanges shares subject to a CDSC
(being either Class B or Class C shares) for the same shares of a different ING
Fund, the transaction will not be subject to a CDSC. However, when shares
acquired through the exchange are redeemed out of the ING Family of Funds, then
the shareholder will be treated as if no exchange took place for the purpose of
determining the CDSC period and applying the CDSC.

A new account opened by exchange must be established with the same name(s),
address and social security number as the existing account. Before engaging in
an exchange transaction, a shareholder should read carefully the Prospectus
describing the Fund into which the exchange will occur, which is available
without charge and can be obtained by calling the Funds at 1-877-INFO-ING. A
shareholder may not exchange shares of one Fund for shares of another Fund if
the new Fund is not qualified for sale in the state of the shareholder's
residence. The Trust may terminate or amend the terms of the exchange privilege
at any time upon at least 60 days' prior written notice to shareholders of any
modification or termination of the exchange privilege.

Exchange by Telephone. To exchange Fund shares by telephone or if you have
any questions simply call the Funds at 1-877-INFO-ING. You should be prepared to
give the
<PAGE> 73
ING FUNDS TRUST 23
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telephone representative the following information: (i) your
account number, social security or tax identification number and account
registration; (ii) the name of the Fund from and the Fund into which you wish to
transfer your investment; and (iii) the dollar or share amount you wish to
exchange. Telephone exchanges are available unless the shareholder specifically
declines this option on the Account Application. Telephone exchanges will be
suspended for a period of ten days following a telephone address change. See
"Redemption of Fund Shares -- By Telephone" for a discussion of telephone
transactions generally.

DIVIDENDS, DISTRIBUTIONS AND TAX MATTERS

DIVIDENDS AND DISTRIBUTIONS

If you elect to receive distributions in cash, and if your checks are
returned and marked as "undeliverable," or remain uncashed for six months, then
your cash election will be changed automatically and your future dividend and
capital gains distributions will be reinvested in the Fund at the per share net
asset value determined as of the date of payment of the distribution. In
addition, any undeliverable checks or checks that remain uncashed for six months
will be canceled and will be reinvested in the Fund at the per share net asset
value determined as of the date of cancellation.

The above described elections may be made either on the Account Application or
by calling the Funds at 1-877-INFO-ING.
TAX MATTERS

Each Fund intends to distribute to its shareholders substantially all of
its investment company taxable income (which includes, among other items,
dividends and interest and the excess, if any, of net short-term capital gains
(generally including any net option premium income) over net long-term capital
losses). The Funds will declare distributions of such income daily and pay those
dividends monthly. Each Fund intends to distribute, at least annually,
substantially all net capital gains (the excess of net long-term capital gains
over net short-term capital losses). In determining amounts of capital gains to
be distributed, any capital loss carryovers from prior years will be applied
against capital gains.

which have been distributed to shareholders pro rata without preference to any
share of the Fund as compared with other shares of the same class and without
preference to one class of shares as compared with another, except in accordance
with the former's dividend rights as a class. The Funds believe that a
multiple-class structure having all of the features of the multiple-class
structure of each of the Funds would not result in dividends being treated as
"preferential." The Funds' belief is not binding on the Internal Revenue Service
(the "IRS"), no ruling has been obtained by the Funds from the IRS on the matter
and there can be no guarantee that the IRS will agree with the Funds on this
matter. The Funds' belief is based on the application of current federal income
tax law and relevant authorities, and subsequent changes in federal tax law or
judicial or administrative decisions or pronouncements may supersede or affect
the Funds' conclusions. The Funds do not believe that a multiple-class structure
having all of the features of the multiple-class structure of each of the Funds
has been considered by the IRS in other rulings. If dividends declared and paid
by a Fund on any class of shares were to be treated as "preferential," dividends
paid by the Fund to shareholders on all classes, of shares during the taxable
year would become non-deductible. In this event, the Fund would not be treated
as a regulated investment company and the Fund would be taxed on its net income,
without any deductions for dividends paid to its shareholders. The resulting
federal and state income tax liability, and any related interest and penalties,
would be payable from and to the extent of such Fund's then available assets and
ultimately would be borne by all current shareholders. The treatment of
dividends declared and paid during the taxable year on any class of shares as
preferential, and the resulting failure of a Fund to be treated as a regulated
investment company, could have additional personal income tax consequences for
shareholders of the Fund, including the taxation of distributions as ordinary
income that otherwise would have been classified as net capital gains.

The amount declared each day as a dividend may be based on projections of
estimated monthly net investment income and may differ from the actual
investment income determined in accordance with generally accepted accounting
principles. An adjustment will be made to the dividend each month to account for
any difference between the projected and actual monthly investment income.

A distribution, including an exempt interest dividend, will be treated as
paid on December 31 of the calendar year if it is declared by a Fund during
October, November, or December of that year to shareholders of record in such a
month and paid by a Fund during January of the following calendar year. Such
distributions will be treated as received by shareholders (and therefore
taxable) in the calendar year in which the distributions are declared, rather
than the calendar year in which the distributions are received.

In the event a Fund makes the election described above to pass through
non-U.S. taxes to shareholders, shareholders will be required to include in
income (in addition to any distributions received) their proportionate portion
of the amount of non-U.S. taxes paid by the Fund and will be entitled to claim
either a credit or deduction for their portion of such taxes in computing their
U.S. Federal income tax liability. Availability of such a credit or deduction is
subject to certain limitations. Shareholders will be informed each year in which
the Fund makes the election regarding the amount and nature of foreign taxes to
be included in their income for U.S. Federal income tax purposes.
<PAGE> 75
ING FUNDS TRUST 25
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ING National Tax-Exempt Bond Fund. Provided that the ING National
Tax-Exempt Bond Fund complies with applicable requirements of the Code,
dividends derived from interest on Municipal Securities will constitute
exempt-interest dividends and, except as discussed below, will not be subject to
Federal income tax. Some portion of the exempt-interest dividends paid by the
Fund could be treated as an item of "tax preference" for purposes of the
alternative minimum tax. Under the Code, interest on certain types of Municipal
Securities is designated as an item of tax preference for purposes of the
alternative minimum tax on individuals and corporations. Therefore, if the Fund
were to invest in such types of obligations, shareholders would be required to
treat as an item of tax preference that part of the distributions by the Fund
that is derived from interest income on such obligations.

Exempt-interest dividends received by corporations which hold shares of the
Fund may result in or increase liability for the corporate alternative minimum
tax.

Entities or persons who are "substantial users" (or persons related to
"substantial users") as defined in the Code, of facilities financed by Municipal
Securities issued for certain private activities should consult their tax
advisers before purchasing shares of the Fund.

Exempt-interest dividends and other distributions paid by the Fund are
includable in the tax base for determining the taxability of social security or
railroad retirement benefits. Interest on debt incurred to purchase or carry
shares in the Fund may not be deductible for Federal income tax purposes.

Depending on the residence of the Fund's shareholders for tax purposes,
distributions may also be subject to state and local taxes. Shareholders are
required to report the amount of tax-exempt interest received each year,
including exempt-interest dividends, on their Federal tax returns. Shareholders
should consult their own tax advisers as to the Federal, state or local tax
consequences of ownership of the Fund shares in their particular circumstances.

DESCRIPTION OF SECURITIES AND INVESTMENT PRACTICES

The following is a description of investment practices of the Funds and the
securities in which they may invest:

U.S. Treasury Obligations (All Funds). The Funds may invest in U.S.
Treasury obligations, which are backed by the full faith and credit of the
United States Government as to the timely payment of principal and interest.
U.S. Treasury obligations consist of bills, notes, and bonds and separately
traded interest and principal component parts of such obligations known as
STRIPS which generally differ in their interest rates and maturities. U.S.
Treasury bills, which have original maturities of up to one year, notes, which
have
<PAGE> 76
26 ING FUNDS TRUST
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maturities ranging from one year to 10 years, and bonds, which have original
maturities of 10 to 30 years, are direct obligations of the United States
Government.

U.S. Government Securities (All Funds). U.S. Government securities are
obligations issued or guaranteed by the U.S. Government, its agencies or
instrumentalities. U.S. Government securities include debt securities issued or
guaranteed by U.S. Government-sponsored enterprises and federal agencies and
instrumentalities. Some types of U.S. Government securities are supported by the
full faith and credit of the United States Government or U.S. Treasury
guarantees, such as mortgage-backed certificates guaranteed by the GNMA. Other
types of U.S. Government securities, such as obligations of the Student Loan
Marketing Association, provide recourse only to the credit of the agency or
instrumentality issuing the obligation. In the case of obligations not backed by
the full faith and credit of the United States Government, the investor in the
obligation must look to the agency issuing or guaranteeing the obligation for
ultimate repayment.

Mortgage-Backed Securities (All Funds). Mortgage-backed securities are
securities that directly or indirectly represent a participation in, or are
secured by and payable from, mortgage loans secured by real property. There are
currently three basic types of mortgage-backed securities: (i) those issued or
guaranteed by the U.S. Government or one of its agencies or instrumentalities,
such as GNMA, FNMA and FHLMC; (ii) those issued by private issuers that
represent an interest in or are collateralized by mortgage-backed securities
issued or guaranteed by the U.S. Government or one of its agencies or
instrumentalities; and (iii) those issued by private issuers that represent an
interest in or are collateralized by whole mortgage loans or mortgage-backed
securities without a government guarantee but usually having some form of
private credit enhancement. See "Private Mortgage Pass-Through Securities"
below. The Funds may invest in adjustable rate and fixed rate mortgage
securities.

The Funds may invest in mortgage-backed securities and other derivative
mortgage products, including those representing an undivided ownership interest
in a pool of mortgages, e.g., GNMA, FNMA and FHLMC certificates where the U.S.
Government or its agencies or instrumentalities guarantees the payment of
interest and principal of these securities. These guarantees do not extend to
the yield or value of the securities or the Fund's shares. See "Investment
Objective and Policies -- Mortgage-Related Securities -- Non-Agency
Mortgage-Backed Securities" in the SAI. These certificates are in most cases
pass-through instruments, through which the holder receives a share of all
interest and principal payments from the mortgages underlying the certificate,
net of certain fees. The value of these securities is likely to vary inversely
with fluctuations in interest rates.

Mortgage-backed securities are subject to the risk that the principal on
the underlying mortgage loans may be prepaid at any time. Although the extent of
prepayments on a pool of mortgage loans depends on various economic and other
factors, as a general rule prepayments on fixed rate mortgage loans will
increase during a period of falling interest rates and decrease during a period
of rising interest rates. Accordingly, amounts available for reinvestment by the
Fund are likely to be greater during a period of declining interest rates and,
as a result, likely to be reinvested at lower interest rates than during a
period of rising interest rates. Mortgage-backed securities may decrease in
value as a result of increases in interest rates and may benefit less than other
fixed income securities from declining interest rates because of the risk of
prepayment. During periods of rising interest rates, the rate of prepayment of
mortgages underlying mortgage-backed securities can be expected to decline,
extending the projected average maturity of mortgage-backed securities. A
decline in the rate of repayment may effectively change a security which was
considered short- or intermediate-term at the time of purchase into a long-term
security. Long-term securities generally fluctuate more widely in response to
changes in interest rates than short- or intermediate-term securities.

Collateralized Mortgage Obligations and Multiclass Pass-Through Securities
(All Funds). A collateralized mortgage obligation ("CMO") is a security issued
by a corporation or U.S. Government agency or instrumentality which is backed by
a portfolio of mortgages or mortgage-backed securities. The issuer's obligation
to make interest and principal payments is secured by the underlying portfolio
of mortgages or mortgage-backed securities. Multiclass pass-through securities
are equity interests in a trust composed of mortgages or mortgage-backed
securities. Payments of principal of and interest on the underlying mortgage
assets, and any reinvestment income thereon, provide the funds to pay debt
service on the CMOs or make scheduled distributions on the multiclass
pass-through securities. CMOs may be issued by agencies or instrumentalities of
the U.S. Government, or by private originators of, or investors in, mortgage
loans, including depository institutions, mortgage banks, investment
<PAGE> 77
ING FUNDS TRUST 27
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banks and special purpose subsidiaries of the foregoing. The
issuer of a series of CMOs may elect to be treated as a Real Estate Mortgage
Investment Conduit ("REMIC"). All future references to CMOs include securities
issued by REMICs and multiclass pass-through securities.

In a CMO, a series of bonds or certificates is issued in multiple classes.
Each class of CMOs, often referred to as a tranche, is issued at a specific
fixed or floating coupon rate and has a stated maturity or final distribution
date. Principal prepayments on the underlying mortgage assets may cause the CMOs
to be retired substantially earlier than their stated maturities or final
distribution dates. Interest is paid or accrues on classes of the CMOs on a
monthly, quarterly or semi-annual basis. The principal of and interest on the
underlying mortgage assets may be allocated among the several classes of a CMO
series in a number of different ways. Generally, the purpose of the allocation
of the cash flow of a CMO to the various classes is to obtain a more predictable
cash flow to the individual tranches than exists with the underlying collateral
of the CMO. As a general rule, the more predictable the cash flow is on a CMO
tranche, the lower the anticipated yield will be on that tranche at the time of
issuance relative to prevailing market yields on mortgage-backed securities.
Certain classes of CMOs may have priority over others with respect to the
receipt of prepayments.

In reliance on rules and interpretations of the Commission, the Funds'
investments in certain qualifying CMOs and REMICs are not subject to the 1940
Act's limitation on acquiring interests in other investment companies. See
"Investment Objective and Policies -- Mortgage-Related Securities --
Collateralized Mortgage Obligations" in the SAI.

Stripped Mortgage-Backed Securities (All Funds except ING National
Tax-Exempt Bond Fund). The Funds may invest in mortgage-backed security strips
("MBS strips") (i) issued by the U.S. Government or its agencies or
instrumentalities or (ii) issued by private originators of, or investors in,
mortgage loans, including depository institutions, mortgage banks, investment
banks and special purpose subsidiaries of the foregoing (derivative multiclass
mortgage securities). MBS strips are usually structured with two classes that
receive different proportions of the interest and principal distributions on a
pool of mortgage assets. A common type of stripped mortgage security will have
one class receiving some of the interest and most of the principal from the
mortgage assets, while the other class will receive most of the interest and the
remainder 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 yields to
maturity on IOs and POs are sensitive to the expected or anticipated rate of
principal payments (including prepayments) on the related underlying mortgage
assets, and principal payments may have a material effect on yield to maturity.
If the underlying mortgage assets experience greater than anticipated
prepayments of principal, the Funds may not fully recoup its initial investment
in IOs. Conversely, if the underlying mortgage assets experience less than
anticipated prepayments of principal, the yield on POs could be materially
adversely affected. See "Investment Objective and Policies -- Mortgage-Related
Securities" in the SAI. Derivative mortgage-backed securities such as MBS strips
are highly sensitive to changes in prepayment and interest rates.

Private Mortgage Pass-Through Securities (All Funds except ING National
Tax-Exempt Bond Fund). Private mortgage pass-through securities are structured
similarly to the GNMA, FNMA and FHLMC mortgage pass-through securities and are
issued by originators of and investors in mortgage loans, including depository
institutions, mortgage banks, investment banks and special purpose subsidiaries
of the foregoing. These securities usually are backed by a pool of conventional
fixed rate or adjustable rate mortgage loans. Since private mortgage
pass-through securities typically are not guaranteed by an entity having the
credit status of GNMA, FNMA and FHLMC, such securities generally are structured
with one or more types of credit enhancement.

Adjustable Rate Securities (ING High Yield Bond Fund, ING Intermediate Bond
Fund and ING Mortgage Income Fund). The Funds are permitted to invest in
adjustable rate or floating rate debt securities, including corporate
securities, securities issued by U.S. Government agencies and mortgage-backed
securities, whose interest rate is calculated by reference to a specified index
such as the constant maturity Treasury rate, the T-bill rate or LIBOR (London
Interbank Offered Rate) and is reset periodically. Adjustable rate securities
allow the Funds to participate in increases in interest rates through these
periodic adjustments. The value of adjustable or floating rate securities will,
like other debt securities, generally vary inversely with changes in prevailing
interest rates. The value of adjustable or floating rate securities is unlikely
to rise in periods of declining interest rates to the same extent as fixed rate
instruments of similar maturities. In periods of rising interest rates, changes
in the coupon will lag behind changes in the market rate resulting in a lower
net asset value until the coupon resets to market rates.

Structured Securities (ING Intermediate Bond Fund and ING High Yield Bond
Fund). The Funds may invest in structured notes and/or preferred stocks, the
value of which is linked to currencies, interest rates, other commodities,
indices or other financial indicators. The securities differ from other
securities in which the Funds may invest in several ways. For example, the
coupon, dividend and/or redemption amount at maturity may be increased or
decreased depending on the value of the underlying instrument.

Investment in structured securities involves certain risks. In addition to
the credit risk of the issuer and the normal risks of changes in interest rates,
the redemption amount may increase or decrease as a result of price changes in
the
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underlying instrument. Further, in the case of certain structured securities,
the coupon and/or dividend may be reduced to zero, and any further declines in
the value of the underlying instrument may then reduce the redemption amount
payable at maturity. Finally, structured securities may have more volatility
than the price of the underlying instrument.

Asset-Backed Securities (All Funds except ING National Tax-Exempt Bond
Fund). These Funds are permitted to invest in asset-backed securities, subject
to the rating and quality requirements specified with respect to each such Fund.
Through the use of trusts and special purpose subsidiaries, various types of
assets, primarily home equity loans and automobile and credit card receivables,
are being securitized in pass-through structures similar to the mortgage
pass-through structures described above. Consistent with the Funds' investment
objectives, policies and quality standards, a Fund may invest in these and other
types of asset-backed securities which may be developed in the future.

Preferred Stocks (All Funds except ING National Tax-Exempt Bond
Fund). Preferred stock has a preference over common stock in liquidation and
generally in dividends as well, but is subordinated to the liabilities of the
issuer in all respects. Preferred stock may or may not be convertible into
common stock. As a general rule, the market value of preferred stock with a
fixed dividend rate and no conversion element varies inversely with interest
rates and perceived credit risk. Because preferred stock is junior to debt
securities and other obligations of the issuer, deterioration in the credit
quality of the issuer will cause greater changes in the value of a preferred
stock than in a more senior debt security with similar stated yield
characteristics.

Investment in Foreign Securities (ING Intermediate Bond Fund, ING
International Bond Fund and ING High Yield Bond Fund). The Funds may invest in
securities of foreign governmental and private issuers. Investments in foreign
securities involve certain considerations that are not typically associated with
investing in domestic securities. There may be less publicly available
information about a foreign issuer than about a domestic issuer. Foreign issuers
also are not generally subject to uniform accounting, auditing and financial
reporting standards comparable to those applicable to domestic issuers. In
addition, with respect to certain foreign countries, interest may be withheld at
the source under foreign income tax laws, and there is a possibility of
expropriation or confiscatory taxation, political or social instability or
diplomatic developments that could adversely affect investments in securities of
issuers located in those countries.

Securities of Foreign Governments and Supranational Organizations (ING
Intermediate Bond Fund and ING International Bond Fund). The Funds may invest
in U.S. and non-U.S. dollar-denominated debt securities issued by foreign
governments, their political subdivisions, governmental authorities, agencies
and instrumentalities and supranational organizations. A supranational
organization is an entity designated or supported by the national government of
one or more countries to promote economic reconstruction or development.
Examples of supranational organizations include, among others, the International
Bank for Reconstruction and Development (World Bank), the European Economic
Community, the European Coal and Steel Community, the European Investment Bank,
the Inter-American Development Bank, the Asian Development Bank, and the African
Development Bank. The Funds may also invest in "quasi-government securities"
which are debt obligations issued by entities owned by either a national, state
or equivalent government or are obligations of such a government jurisdiction
which are not backed by its full faith and credit and general taxing powers.

Investing in foreign government and quasi-government securities involves
considerations and possible risks not typically associated with investing in
obligations issued by the U.S. Government. The values of foreign investments are
affected by changes in governmental administration or economic or monetary
policy (in the U.S. or other countries) or changed circumstances in dealings
between countries. In addition, investments in foreign countries could be
affected by other factors not present in the United States, including
expropriation, confiscatory taxation and lack of uniform accounting and auditing
standards.

Convertible and Exchangeable Securities (All Funds except ING National
Tax-Exempt Bond Fund). The Funds are permitted to invest in convertible and
exchangeable securities, subject to the rating and quality requirements
specified with respect to each such Fund. Convertible securities generally offer
fixed interest or dividend yields and may be converted either at a stated price
or stated rate for common or preferred stock. Exchangeable securities may be
exchanged on specified terms for common or preferred stock. Although to a lesser
extent than with fixed income securities generally, the market value of
convertible securities tends to decline as interest rates increase and,
conversely, tends to increase as interest rates decline. In addition, because of
the conversion or exchange feature, the market value of convertible or
exchangeable securities tends to vary with
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fluctuations in the market value of the underlying common or preferred stock.
Debt securities that are convertible into or exchangeable for preferred or
common stock are liabilities of the issuer but are generally subordinated to
senior debt of the issuer.

Municipal Commercial Paper (ING Intermediate Bond Fund and ING National
Tax-Exempt Bond Fund). Municipal commercial paper is a debt obligation with a
stated maturity of one year or less which is issued to finance seasonal working
capital needs or as short-term financing in anticipation of longer-term debt.
Investments in municipal commercial paper are limited to commercial paper which
is rated at the date of purchase at least: (i) "Prime-1" by Moody's or A-1 by
S&P, or (ii) in a comparable rating category by any two of the NRSROs that have
rated commercial paper or (iii) in a comparable rating category by only one such
organization if it is the only organization that has rated the commercial paper
or (iv) if not rated, is, in the opinion of the Sub-Adviser, of comparable
investment quality and within the credit quality policies and guidelines
established by the Board of Trustees.

Issuers of municipal commercial paper rated "Prime-1" have a "superior
capacity for repayment of short-term promissory obligations." The "A-1" rating
for commercial paper under the S&P classification indicates that the "degree of
safety regarding timely payment is either overwhelming or very strong." See the
Appendix to the SAI for a more complete description of securities ratings.

Municipal Notes (ING Intermediate Bond Fund and ING National Tax-Exempt
Bond Fund). Municipal notes are
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generally sold as interim financing in anticipation of the collection of taxes,
a bond sale or receipt of other revenue. Municipal notes generally have
maturities at the time of issuance of one year or less. Investments in municipal
notes are limited to notes which are rated at the date of purchase: (i) MIG 1 or
VMIG 1 by Moody's or SP-1 by S&P or (ii) in a comparable rating category by only
one such organization, if it is the only organization that has rated the notes,
or (iii) if not rated, are, in the opinion of the Sub-Adviser, of comparable
investment quality and within the credit quality policies and guidelines
established by the Board of Trustees.

Notes rated "MIG 1" and "VMIG 1" are judged to be of the "best quality" and
carry the smallest amount of investment risk.

Municipal Bonds (ING Intermediate Bond Fund and ING National Tax-Exempt
Bond Fund). Municipal bonds generally have a maturity at the time of issuance
of more than one year. Municipal bonds may be issued to raise money for various
public purposes -- such as constructing public facilities and making loans to
public institutions. There are generally two types of municipal bonds: general
obligation bonds and revenue bonds. General obligation bonds are backed by the
taxing power of the issuing municipality and are considered the safest type of
municipal bond. Revenue bonds are backed by the revenues of a project or
facility -- tolls from a toll road, for example. Certain types of municipal
bonds are issued to obtain funding for privately operated facilities. Industrial
development revenue bonds (which are private activity bonds) are a specific type
of revenue bond backed by the credit and security of a private user, and
therefore investments in these bonds have more potential risk. Investments in
municipal bonds are limited to bonds which are rated at the time of purchase
"BBB" or better by a NRSRO or, if not rated, determined to be of comparable
quality by the Fund's Sub-Adviser at the time of purchase. The ING National
Tax-Exempt Bond Fund may invest up to 20% of its total assets in such unrated
municipal bonds which are of comparable quality.

Floating Rate Instruments (ING Intermediate Bond Fund and ING National
Tax-Exempt Bond Fund). Certain municipal obligations which the Funds may
purchase have a floating or variable rate of interest. Such obligations bear
interest at rates which are not fixed, but which vary with changes in specified
market rates or indices, such as a Federal Reserve composite index. Such
obligations may carry a demand or "put" feature which would permit the holder to
tender them back to the issuer (or to a third party) at par value prior to
maturity. The Funds' Sub-Adviser will monitor on an ongoing basis the earning
power, cash flow and other liquidity ratios of the issuers of such obligations,
and will similarly monitor the ability of an issuer of a demand instrument to
pay principal and interest on demand. A Fund's right to obtain payment at par on
a demand instrument could be affected by events occurring between the date the
Fund elects to demand payment and the date payment is due, which may affect the
ability of the issuer of the instrument to make payment when due.

Variable rate demand obligations (All Funds). Variable rate demand
obligations have a maturity of five to twenty years but carry with them the
right of the holder to put the securities to a remarketing agent or other entity
on short notice, typically seven days or less. Generally, the remarketing agent
will adjust the interest rate every seven days (or at other intervals
corresponding to the notice period for the put), in order to maintain the
interest rate at the prevailing rate for securities with a seven-day maturity.
The remarketing agent is typically a financial intermediary that has agreed to
perform these services. Variable rate master demand obligations permit a Fund to
invest fluctuating amounts at varying rates of interest pursuant to direct
arrangements between the Funds, as lender, and the borrower. Because the
obligations are direct lending arrangements between the Funds and the borrower,
they will not generally be traded, and there is no secondary market for them,
although they are redeemable (and thus immediately repayable by the borrower) at
principal amount, plus accrued interest, at any time. The borrower also may
prepay up to the full amount of the obligation without penalty. While master
demand obligations, as such, are not typically rated by credit rating agencies,
if not so rated, a Fund may, under its minimum rating standards, invest in them
only if, in the opinion of the Sub-Adviser, they are of an investment quality
comparable to other debt obligations in which the Funds may invest. See the SAI
for further details on variable rate demand obligations and variable rate master
demand obligations.

Other Open-End and Closed-End Investment Companies (All Funds). Each Fund
may invest in shares of other open-end and closed-end management investment
companies, subject to the limitations of the 1940 Act and subject to such
investments being consistent with the overall objective and policies of the Fund
making such investment. The purchase of securities of other investment companies
results in duplication of expenses such that investors indirectly bear a
proportionate share of the expenses of such mutual funds including operating
costs, and investment advisory and administrative fees.

Options on Securities (All Funds). The Funds may purchase put and call
options and write covered put and call options on securities in which each Fund
may invest directly and that are traded on registered domestic securities
exchanges or that result from separate, privately negotiated transactions (i.e.,
over-the-counter ("OTC") options). The writer of a call option, who receives a
premium, has the obligation, upon exercise, to deliver the underlying security
against payment of the exercise price during the option period. The writer of a
put option, who receives a premium, has the obligation to buy the underlying
security, upon exercise, at the exercise price during the option period.
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The staff of the SEC has taken the position that purchased options not
traded on registered domestic securities exchanges and the assets used as cover
for written options not traded on such exchanges are generally illiquid
securities. However, the staff has also opined that, to the extent a mutual fund
sells an OTC option to a primary dealer that it considers creditworthy and
contracts with such primary dealer to establish a formula price at which the
fund would have the absolute right to repurchase the option, the fund would only
be required to treat as illiquid the portion of the assets used to cover such
option equal to the formula price minus the amount by which the option is
in-the-money. The Funds will treat such options and, except to the extent
permitted through the procedure described in the preceding sentence, assets as
subject to each such Fund's limitation on investments in securities that are not
readily marketable.

Dollar Roll Transactions (All Funds). The Funds may enter into dollar roll
transactions wherein the Fund sells fixed income securities, typically
mortgage-backed securities, and makes a commitment to purchase similar, but not
identical, securities at a later date from the same party. Like a forward
commitment, during the roll period no payment is made for the securities
purchased and no interest or principal payments on the security accrue to the
purchaser, but a Fund assumes the risk of ownership. A Fund is compensated for
entering into dollar roll transactions by the difference between the current
sales price and the forward price for the future purchase, as well as by the
interest earned on the cash proceeds of the initial sale. Like other when-issued
securities or firm commitment agreements, dollar roll transactions involve the
risk that the market value of the securities sold by the Funds may decline below
the price at which a Fund is committed to purchase similar securities. In the
event the buyer of securities under a dollar roll transaction becomes insolvent,
the Funds' use of the proceeds of the transaction may be restricted pending a
determination by the other party, or its trustee or receiver, whether to enforce
the Funds' obligation to repurchase the securities. The Funds will engage in
roll transactions primarily for the purpose of acquiring securities for its
portfolio and not for investment leverage.

Swap Agreements (All Funds). To manage its exposure to different types of
investments, the Funds may enter into interest rate, total return, currency and
mortgage (or other asset) swap agreements and may purchase and sell interest
rate "caps," "floors" and "collars." In a typical interest rate swap agreement,
one party agrees to make regular payments equal to a floating interest rate on a
specified amount (the "notional principal amount") in return for payments to a
fixed interest rate on the same amount for a specified period. Total return swap
agreements are similar to interest rate swap agreements, except the numerical
amount is tied to a market-linked return. If a swap agreement provides for
payment in different currencies, the parties may also agree to exchange the
notional principal amount. Mortgage swap agreements are similar to interest rate
swap agreements, except that the notional principal amount is tied to a
reference pool of mortgages. In a cap or floor, one party agrees, usually in
return for a fee, to make payments under particular circumstances. For example,
the purchaser of an interest rate cap has the right to receive payments to the
extent a specified interest rate exceeds an agreed upon level; the purchaser of
an interest rate floor has the right to receive payments to the extent a
specified interest rate falls below an agreed upon level. A collar entitles the
purchaser to receive payments to the extent a specified interest rate falls
outside an agreed upon range.

Swap agreements may involve leverage and may be highly volatile; depending
on how they are used, they may
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have a considerable impact on the Fund's performance. Swap agreements involve
risks depending upon the counterparties creditworthiness and ability to perform
as well as the Fund's ability to terminate its swap agreements or reduce its
exposure through offsetting transactions. The Sub-Advisers monitor the
creditworthiness of counterparties to these transactions and intends to enter
into these transactions only when they believe the counterparties present
minimal credit risks and the income expected to be earned from the transaction
justifies the attendant risks.

Futures, Related Options and Options on Indices (All Funds). Each Fund may
attempt to reduce the risk of investments by hedging a portion of its portfolio
through the use of certain futures transactions, options on futures traded on a
board of trade and options on indices traded on national securities exchanges. A
Fund may hedge a portion of its portfolio by purchasing such instruments during
a market advance or when the Sub-Adviser anticipates an advance. In attempting
to hedge a portfolio, the Fund may enter into contracts for the future delivery
of securities and futures contracts based on a specific security, class of
securities or an index, purchase or sell options on any such futures contracts,
and engage in related closing transactions. The Fund will use these instruments
primarily as a hedge against changes resulting from market conditions in the
values of securities held in its portfolio or which it intends to purchase.

An index assigns relative weighting to the securities in the index, and the
index generally fluctuates with changes in the market values of these
securities. An index futures contract is an agreement in which one party agrees
to deliver to the other an amount of cash equal to a specific dollar amount
times the difference between the value of a specific index at the close of the
last trading day of the contract and the price at which the agreement is made.
The Fund will sell index futures only if the amount resulting from the
multiplication of the then current level of the indices upon which such futures
contracts are based, and the number of futures contracts which would be
outstanding, do not exceed one-third of the value of the Fund's net assets.

In the case of options on index futures, the holder of the option pays a
premium and receives the right, upon exercise of the option at a specified price
during the option period, to assume the option writer's position in the index
futures contract. If the option is exercised by the holder before the last
trading day during the option period, the option writer delivers the futures
position, as well as any balance in the writer's futures margin account. If it
is exercised on the last trading day, the option writer delivers to the option
holder cash in an amount equal to the difference between the option exercise
price and the closing level of the relevant index on the date the option
expires. In the case of options on indexes, the holder of the option pays a
premium and receives the right, upon exercise of the option at a specified price
during the option period, to receive cash equal to the dollar amount of the
difference between the closing price of the relevant index and the option
exercise price times a specified multiple, called the "multiplier."

During a market decline or when the Sub-Adviser anticipates a decline, the
Fund may hedge a portion of its portfolio by selling futures contracts or
purchasing puts on such contracts or on an index in order to limit exposure to
the decline. This provides an alternative to liquidation of securities positions
and the corresponding costs of such liquidation. Conversely, during a market
advance or when the Sub-Adviser anticipates an advance, the Fund may hedge a
portion of its portfolio by purchasing futures, options on these futures or
options on indices. This affords a hedge against the Fund not participating in a
market advance at a time when it is not fully invested and serves as a temporary
substitute for the purchase of individual securities which may later be
purchased in a more advantageous manner. The Fund will sell options on futures
and on indices only to close out existing positions.

Foreign Exchange Contracts (ING Intermediate Bond Fund, ING International
Bond Fund and ING High Yield Bond
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Fund). Changes in foreign currency exchange rates will affect the U.S. dollar
values of securities denominated in currencies other than the U.S. dollar. The
rate of exchange between the U.S. dollar and other currencies fluctuates in
response to forces of supply and demand in the foreign exchange markets. These
forces are affected by the international balance of payments and other economic
and financial conditions, government intervention, speculation and other
factors. When investing in foreign securities, the Funds usually effect currency
exchange transactions on a spot (i.e., cash) basis at the spot rate prevailing
in the foreign exchange market. The Funds incur foreign exchange expenses in
converting assets from one currency to another.

Warrants (All Funds). The Funds may purchase warrants. A warrant gives the
purchaser the right to purchase securities from the issuer at a specific price
(the strike price) for a limited period of time. The strike price of a warrant
typically is much lower than the current market price of the underlying
securities and therefore are subject to greater price fluctuations. As a result,
warrants may be more volatile investments than the underlying securities and may
offer greater potential for capital appreciation as well as capital loss.

Repurchase Agreements (All Funds). The Funds may enter into repurchase
agreements with any bank and broker-dealer which, in the opinion of the
Trustees, presents a minimal risk of bankruptcy. Under a repurchase agreement a
Fund acquires securities and obtains a simultaneous commitment from the seller
to repurchase the securities at a specified time and at an agreed upon yield.
The agreements will be fully collateralized and the value of the collateral,
including accrued interest, marked-to-market daily. The agreements may be
considered to be loans made by the purchaser, collateralized by the underlying
securities. If the seller should default on its obligation to repurchase the
securities, a Fund may experience a loss of income from the loaned securities
and a decrease in the value of any collateral, problems in exercising its rights
to the underlying securities and costs and time delays in connection with the
disposition of securities. Each Fund may not invest more than 15% of its net
assets in repurchase agreements maturing in more than seven business days or in
securities for which market quotations are not readily available. For more
information about repurchase agreements, see "Investment Policies" in the SAI.

Borrowing (All Funds). Each Fund may borrow up to 33 1/3% of its net
assets to purchase securities and for temporary purposes. Leveraging by means of
borrowing will
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exaggerate the effect of any increase or decrease in the value of portfolio
securities on a Fund's net asset value; 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. The use of borrowing
tends to result in a faster than average movement, up or down, in the net asset
value of a Fund's shares. The Funds also may be required to maintain minimum
average balances in connection with such borrowing or to pay a commitment or
other fee to maintain a line of credit; either of these requirements would
increase the cost of borrowing over the stated interest rate.

Reverse Repurchase Agreements (All Funds). Pursuant to a reverse
repurchase agreement, a Fund will sell portfolio securities and agree to
repurchase them from the buyer at a particular date and price. Whenever a Fund
enters into a reverse repurchase agreement, it will establish a segregated
account in which it will maintain liquid assets in an amount at least equal to
the repurchase price marked-to-market daily (including accrued interest), and
will subsequently monitor the account to ensure that such equivalent value is
maintained. The Fund pays interest on amounts obtained pursuant to reverse
repurchase agreements. Reverse repurchase agreements are considered to be
borrowings by a Fund under the 1940 Act.

Portfolio Turnover. The Funds generally will not engage in the trading of
securities for the purpose of realizing short-term profits, but each Fund will
adjust its portfolio as it deems advisable in view of prevailing or anticipated
market conditions or fluctuations in interest rates to accomplish its respective
investment objective. For example, each Fund may sell portfolio securities in
anticipation of an adverse market movement. Other than for tax purposes,
frequency of portfolio turnover will not be a limiting factor if a Fund
considers it advantageous to purchase or sell securities. The Funds do not
anticipate that the respective annual portfolio turnover rates will exceed the
following: ING Intermediate Bond Fund 300%; ING High Yield Bond Fund 150%; ING
International Bond Fund 150%; ING Mortgage Income Fund 200%; and ING National
Tax-Exempt Bond Fund 150%. A high rate of portfolio turnover involves
correspondingly greater transaction expenses than a lower rate, which expenses
must be borne by each Fund and its shareholders.

RISKS OF INVESTING IN THE FUNDS

General. The price per share of each of the Funds will fluctuate with
changes in value of the investments held by the Fund. For example, the value of
a Fund's shares will generally fluctuate inversely with the movements in
interest rates. Shareholders of a Fund should expect the value of their shares
to fluctuate with changes in the value of the securities owned by the Fund.
There is, of course, no assurance that a Fund will achieve its investment
objective or be successful in preventing or minimizing the risk of loss that is
inherent in investing in particular types of investment products. In order to
attempt to minimize that risk, the Sub-Adviser monitors developments in the
economy, the securities markets, and with each particular issuer. Also, as noted
earlier, each diversified Fund (i.e. all funds except the ING International Bond
Fund) is managed within certain limitations that restrict the amount of the
Fund's investment in any single issuer.

Risk Factors Regarding Foreign Securities. Investments by a Fund in
foreign securities, whether denominated in U.S. dollars or foreign currencies,
may entail all of the risks set forth below. Investments by a Fund in ADRs, EDRs
or similar securities also may entail some or all of the risks described below.

Currency Risk. The value of the Funds' foreign investments will be
affected by changes in currency exchange rates. The U.S. dollar value of a
foreign security decreases when the value of the U.S. rises against the foreign
currency in which the security is denominated, and increases when the value of
the U.S. dollar falls against such currency.

Political and Economic Risk. The economies of many of the countries in
which the Funds may invest may not be as developed as the United States economy
and may be subject to significantly different forces. Political or social
instability, expropriation or confiscatory taxation and limitations on the
removal of funds or other assets could severely affect the value of the Funds'
investments.

Regulatory Risk. Foreign companies are not registered with the SEC and are
generally not subject to the regulatory controls imposed on United States
issuers and, as a consequence, there is generally less publicly available
information about foreign securities than is available about domestic
securities. Foreign companies are not subject to uniform accounting, audition
and financial reporting standards, practices and requirements comparable to
those applicable to domestic companies. Income from foreign securities owned by
the Funds may be reduced by a withholding tax at the source, which tax would
reduce dividend income payable to the Fund's shareholders.

Market Risk. The securities markets in many of the countries in which the
Funds invests will have substantially less trading volume than the major United
States markets. As a result, the securities of some foreign companies may be
less liquid and experience more price volatility than comparable domestic
securities. Increased custodian costs as well as administrative costs (such as
the need to use foreign custodians) may be associated with the maintenance of
assets in foreign jurisdictions. There is generally less government regulation
and supervision of foreign stock exchanges, brokers and issuers which may make
it difficult to enforce contractual obligations. In addition, transaction costs
in foreign securities markets are likely to be higher, since brokerage
commission
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rates in foreign countries are likely to be higher than in the United States.

Fixed Income Securities. The market value of a Fund's fixed income
investments will change in response to interest rate changes and other factors.
During periods of falling interest rates, the values of outstanding fixed income
securities generally rise. Conversely, during periods of rising interest rates,
the values of such securities generally decline. Securities with longer
maturities are subject to greater fluctuations in value than securities with
shorter maturities. Changes by a NRSRO in the rating of any fixed income
security and in the ability of an issuer to make payments of interest and
principal also affect the value of these investments. Changes in the value of a
Fund's securities will not affect cash income derived from these securities but
will affect the Fund's net asset value.

High Yield Bond Market (ING High Yield Bond Fund and ING Intermediate Bond
Fund). The ING High Yield Bond Fund normally invests at least 65% of its total
assets in high yield, high risk bonds. The ING Intermediate Bond Fund also may
invest more than 5% of its total assets in high yield, high risk bonds. Changes
in interest rates, the market's perception of the issuers and the
creditworthiness of the parties involved may significantly affect the value of
these bonds. Some of these securities may have a structure that makes their
reaction to interest rates and other factors difficult to predict, causing their
value to be highly volatile. These bonds also may be subject to call risk.
During periods of declining interest rates, call risk tends to accelerate.
Accordingly, any calls on these securities held by a Fund reduces the
Sub-Adviser's ability to maintain positions in high-yielding securities.

Certain high yield bonds carry particular market risks. Zero coupon,
deferred interest and PIK bonds, which are issued at deep discounts, may
experience greater volatility in market value. Asset and mortgage-backed
securities, including collateralized mortgage obligations, in addition to
greater volatility, may carry prepayment risks.

In seeking to achieve a Fund's investment objective, there will be times,
such as during periods of rising interest rates, when depreciation and
realization of capital losses on securities in the Fund's portfolio will be
unavoidable. Moreover, medium- and lower-rated securities and non-rated
securities of comparable quality may be subject to wider fluctuations in yield
and market values than higher-rated securities under certain market conditions.
Such fluctuations after a security is acquired do not affect the cash income
received from that security but will be reflected in the net asset value of the
Fund.

The secondary market for high yield securities may be less liquid than the
markets for higher quality securities and, as such, may have an adverse effect
on the market prices of certain securities. The limited liquidity of the market
may also adversely affect the ability of a Fund to arrive at a fair value for
certain high yield securities at certain times and could make it difficult for
the Fund to sell certain securities. In addition, new laws and potential new
laws may have an adverse effect upon the value of high yield securities and a
concomitant negative impact upon the net asset value of a share of the Fund.

A Fund may buy high yield, fixed income securities during an initial
underwriting. These securities involve special risks because they are new
issues. The Sub-Advisers will carefully review their credit and other
characteristics. The Funds have no arrangement with its underwriter or any other
person concerning the acquisition of these securities.

against market advances before they can invest in the underlying securities in
an advantageous manner and the market declines, the Funds might create a loss on
the futures contract. The Funds' ability to establish and maintain positions
will depend on market liquidity. The successful utilization of options and
futures transactions requires skills different from those needed in the
selection of the Funds' portfolio securities. The Funds believe that the
Sub-Adviser possesses the skills necessary for the successful utilization of
such transactions.

Leverage exists when a Fund achieves the right to a return on a capital
base that exceeds the investment the Fund has invested. Leverage creates the
risk of magnified capital losses which occurs when losses affect an asset base,
enlarged by borrowings or the creation of liabilities, that exceeds the equity
base of the Fund. Leverage may involve the creation of a liability that requires
the Fund to pay interest (for instance, reverse repurchase agreements) or the
creation of a liability that does not entail any interest costs (for instance,
forward commitment transactions).

Non-diversified Investment Companies. The ING International Bond Fund is
classified as a non-diversified investment company under the 1940 Act, which
means that the 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. The investment
of a large percentage of the Fund's assets in the securities of a small number
of issuers may cause the Funds' share price to fluctuate more than that of a
diversified investment company.

Mortgage-Backed Securities. Mortgage-backed securities are subject to the
risk that the principal on the underlying mortgage loans may be prepaid at any
time. Although the extent of prepayments on a pool of mortgage loans depends on
various economic and other factors, as a general rule prepayments on fixed rate
mortgage loans will increase during a period of falling interest rates and
decrease during a period of rising interest rates. Accordingly, amounts
available for reinvestment by the Fund are likely to be greater during a period
of declining interest rates and, as a result, likely to be reinvested at lower
interest rates than during a period of rising interest rates. Mortgage-backed
securities may decrease in value as a result of increases in interest rates and
may benefit less than other fixed income securities from declining interest
rates because of the risk of prepayment. During periods of rising interest
rates, the rate of prepayment of mortgages underlying mortgage-backed securities
can be expected to decline, extending the projected average maturity of
mortgage-backed securities. A decline in the rate of repayment may effectively
change a security which was considered short- or intermediate-term at the time
of purchase into a long-term security. Long-term securities generally fluctuate
more widely in response to changes in interest rates than short- or
intermediate-term securities.
<PAGE> 87
ING FUNDS TRUST 37
- --------------------------------------------------------------------------------

Year 2000. Like other funds and business organizations around the world,
the Funds could be adversely affected if the computer systems used by the
Manager and the Funds' other service providers do not properly process and
calculate date-related information for the year 2000 and beyond. The Funds have
been informed that the Manager, and the Funds' other service providers (i.e.,
Sub-Adviser, Administrator, Transfer Agent, Fund Accounting Agent, Distributor
and Custodian) have developed and are implementing clearly defined and
documented plans to minimize the risk associated with the Year 2000 problem.
These plans include the following activities: inventorying of software systems,
determining inventory items that may not function properly after December 31,
1999, reprogramming or replacing such systems and retesting for Year 2000
readiness. In addition, the service providers are obtaining assurances from
their vendors and suppliers in the same manner. Non-compliant Year 2000 systems
upon which the Fund is dependent may result in errors and account maintenance
failures. The Funds have no reason to believe that (i) the Year 2000 plans of
the Manager and the Funds' other service providers will not be completed by
December, 1999, and (ii) the costs currently associated with the implementation
of their plans will have material adverse impact on the business, operations or
financial condition of the Funds or their service providers.

OTHER INFORMATION

CAPITALIZATION

VOTING

Shareholders have the right to vote in the election of Trustees and on any
and all matters on which, by law or under the provisions of the Trust
Instrument, they may be entitled to vote. The Funds are not required to hold
regular annual meetings of shareholders and do not intend to do so.

The Trust Instrument provides that the holders of not less than two-thirds
of the outstanding shares of the Funds may remove a person serving as Trustee
either by declaration in writing or at a meeting called for such purpose. The
Trustees are required to call a meeting for the purpose of considering the
removal of a person serving as Trustee if requested in writing to do so by the
holders of not less than 10% of the outstanding shares of the Funds and in
connection with such meeting to comply with the shareholders' communications
provisions of Section 16(c) of the Act. See "Other Information -- Voting Rights"
in the SAI.

Shares entitle their holders to one vote per share (with proportionate
voting for fractional shares). As used in the Prospectus, the phrase "vote of a
majority of the outstanding shares" of a Fund (or the Funds) means the vote of
the lesser of: (i) 67% of the shares of a Fund (or the Funds) present at a
<PAGE> 88
38 ING FUNDS TRUST
- --------------------------------------------------------------------------------

meeting if the holders of more than 50% of the outstanding shares are present in
person or by proxy; or (ii) more than 50% of the outstanding shares of a Fund
(or the Funds).

PERFORMANCE INFORMATION

A Fund may, from time to time, include its yield and total return in
advertisements or reports to shareholders or prospective investors. The methods
used to calculate the yield and total return of the Funds are mandated by the
SEC.

Quotations of "yield" for a Fund will be based on the investment income per
share during a particular 30 day period (including dividends and interest), less
expenses accrued per share during the period ("net investment income"), and will
be computed by dividing net investment income by the maximum public offering
price per share on the last day of the period, the yield is then annualized.
When a yield assumes that income earned is reinvested, it is called an effective
yield. The effective yield will be slightly higher than the yield because of the
compounding effect of this assumed reinvestment.

Quotations of yield reflect only a Fund's performance during the particular
period on which the calculations are based. Yield for a Fund will vary based on
changes in market conditions, the level of interest rates and the level of that
Fund's expenses, and no reported performance figure should be considered an
indication of performance which may be expected in the future.

Performance information for a Fund may be compared to various unmanaged
indices, such as those indices prepared by Lipper Analytical Services,
Morningstar, Lehman Municipals Index, Salomon Government Bond Non-U.S. Dollar
Index and other entities or organizations which track the performance of
investment companies. Any performance information should be considered in light
of the Fund's investment objectives and policies, characteristics and quality of
the Funds and the market conditions during the time period indicated, and should
not be considered to be representative of what may be achieved in the future.
For a description of the methods used to determine yield and total return for
Funds, see the SAI.

ACCOUNT SERVICES

CUSTODIAN

Rules adopted under the 1940 Act permit investment companies to maintain
their securities and cash in the custody of certain eligible foreign banks and
depositories. The ING High Yield Bond Fund and the ING International Bond Fund's
portfolio of non-United States securities are held by sub-custodians which are
approved by the Trustees or a foreign custody manager appointed by the Trustees
in accordance with these rules. The Board of Trustees has appointed the
Custodian as its foreign custody manager. The determination to place assets with
a particular foreign sub-custodian is made pursuant to these rules which require
the consideration of a number of factors including, but not limited to, the
reliability and financial stability of the sub-custodian; the sub-custodian's
practices, procedures and internal controls; and the reputation and standing of
the sub-custodian in its national market.

CODE OF ETHICS

COUNSEL

Paul, Weiss, Rifkind, Wharton & Garrison serves as counsel for the Trust
and from time to time provides advice to the Manager.

SHAREHOLDER INQUIRIES

ING FUNDS TRUST PROSPECTUS
P.O. BOX 1239
MALVERN, PA 19355-9836
GENERAL & ACCOUNT INFORMATION: 1-877-INFO-ING OR 1-877-463-6464

This Prospectus describes two funds (each, a "Fund" and, collectively, the
"Funds") of the ING Funds Trust (the "Trust"), managed by ING Mutual Funds
Management Co. LLC, a Delaware limited liability company (the "Manager"). The
Manager has delegated certain of its investment advisory activities to the
sub-adviser described herein (the "Sub-Adviser"). The Manager and its
Sub-Adviser are wholly-owned indirect subsidiaries of ING Groep, N.V. ("ING
Group"). The Funds and their investment objectives are:

The ING U.S. Treasury Money Market Fund seeks to provide investors with a
high level of current income as is consistent with liquidity, maximum safety of
principal and the maintenance of a stable $1.00 net asset value per share. The
Fund seeks to achieve its objective by investing in U.S. Treasury securities and
repurchase agreements collateralized fully by U.S. Treasury securities.

The ING Money Market Fund seeks to provide investors with a high level of
current income as is consistent with the preservation of capital and liquidity
and the maintenance of a stable $1.00 net asset value per share. The Fund seeks
to achieve its objective by investing in high quality, short-term obligations.

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

AN INVESTMENT IN SHARES OF THE TRUST IS NEITHER INSURED NOR GUARANTEED BY
THE U.S. GOVERNMENT. THERE CAN BE NO ASSURANCE THAT THE FUNDS WILL BE ABLE TO
MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.

SHARES OF THE TRUST ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY ING GROUP OR ITS AFFILIATES, AND ARE NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER GOVERNMENT
AGENCY AND MAY INVOLVE INVESTMENT RISK, INCLUDING THE POSSIBLE LOSS OF
PRINCIPAL. THERE CAN BE NO ASSURANCE THAT THE FUNDS' INVESTMENT OBJECTIVES WILL
BE ACHIEVED.

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

October 30, 1998
<PAGE> 90

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
HIGHLIGHTS.................................................. 1
FUND EXPENSES............................................... 3
THE INVESTMENT POLICIES AND PRACTICES OF THE FUNDS.......... 5
MANAGEMENT OF THE FUNDS..................................... 6
FUND SHARE VALUATION........................................ 9
PURCHASE OF FUND SHARES..................................... 9
PURCHASE PLANS.............................................. 11
REDEMPTION OF FUND SHARES................................... 12
REDEMPTION PLANS............................................ 14
EXCHANGE OF FUND SHARES..................................... 14
DIVIDENDS, DISTRIBUTIONS AND TAX MATTERS.................... 15
DESCRIPTION OF SECURITIES AND INVESTMENT PRACTICES.......... 17
RISKS OF INVESTING IN THE FUNDS............................. 20
OTHER INFORMATION........................................... 21
</TABLE>
<PAGE> 91
ING FUNDS TRUST 1
- --------------------------------------------------------------------------------

HIGHLIGHTS

THE FUNDS

This Prospectus describes two money market funds managed by ING Mutual
Funds Management Co. LLC (the "Manager") and sub-advised by the Sub-Adviser.
Each Fund has a distinct investment objective and policies. There can be no
assurance that either Fund will achieve its investment objective.

ING U.S. Treasury Money Market Fund. The investment objective of the ING
U.S. Treasury Money Market Fund is to provide investors with a high level of
current income as is consistent with liquidity, maximum safety of principal and
the maintenance of a stable $1.00 net asset value per share. The Fund seeks to
achieve its objective by investing in U.S. Treasury securities and repurchase
agreements collateralized fully by U.S. Treasury securities. The Fund invests in
direct short-term obligations of the United States Treasury, which are backed by
the full faith and credit of the United States Government. The ING U.S. Treasury
Money Market Fund may also purchase securities on a "when-issued" basis and
purchase or sell them on a "forward commitment" basis.

ING Money Market Fund. The investment objective of the ING Money Market
Fund is to provide investors with a high level of current income as is
consistent with the preservation of capital and liquidity and the maintenance of
a stable $1.00 net asset value per share. The Fund seeks to achieve its
objective by investing in high quality, U.S. dollar-denominated short-term
obligations which are determined by the Sub-Adviser to present minimal credit
risks.

The Fund will invest in obligations permitted to be purchased under Rule
2a-7 of the Investment Company Act of 1940, as amended, (the "1940 Act")
including, but not limited to, (i) obligations of the U.S. Government or its
agencies or instrumentalities; (ii) commercial paper, mortgage-backed and
asset-backed securities, guaranteed investment contracts, loan participation
interests, medium-term notes, and other promissory notes, including floating or
variable rate obligations; and (iii) the following domestic, Yankeedollar and
Eurodollar obligations: certificates of deposit, time deposits, bankers'
acceptances, commercial paper, and other promissory notes, including floating or
variable rate obligations issued by U.S. or foreign bank holding companies and
their bank subsidiaries, branches and agencies. The Fund may invest more than
25% of its total assets in instruments issued by domestic banks.

The Fund may purchase securities on a "when-issued" basis and purchase or
sell them on a "forward commitment" basis. The Fund may also invest in variable
rate master demand obligations, which are unsecured demand notes that permit the
indebtedness thereunder to vary, and provide for periodic adjustments in the
interest rate. The Fund may enter into repurchase agreements.

Both Funds. Both Funds may also use various investment strategies and
techniques when the Sub-Adviser determines that such use is appropriate in an
effort to meet a Fund's investment objective. In addition, both Funds may borrow
up to 33 1/3% of its net assets for temporary purposes. For additional
information concerning the investment policies, practices and risk consideration
of the Funds, see "The Investment Policies and Practices of the Funds" and
"Risks of Investing in the Funds."
AMORTIZED COST METHOD OF VALUATION FOR THE FUNDS

Portfolio investments of each Fund are valued based on the amortized cost
valuation method pursuant to Rule 2a-7 under the 1940 Act. Obligations in which
the Funds invest generally have remaining maturities of 397 days or less,
although upon satisfying certain conditions of Rule 2a-7, the Funds may, to the
extent otherwise permissible, invest in instruments subject to repurchase
agreements and certain variable and floating rate obligations that bear longer
final maturities. The dollar-weighted average portfolio maturity of each Fund
will not exceed 90 days. See the SAI for an explanation of the amortized cost
valuation method.
INVESTMENT RISKS

The Funds attempt to maintain the net asset value of their shares at a
constant $1.00 per share, although there can be no assurance that the Funds will
always be able to do so. The Funds may not achieve as high a level of current
income as other funds that do not limit their investments to the high quality
securities in which the Funds invest.

For additional information concerning the risks of investing in the Funds,
see "Risks of Investing in the Funds."
MANAGEMENT OF THE FUNDS

As manager of the Funds, the Manager has overall responsibility, subject to
the supervision of the Board of Trustees, for engaging sub-advisers and for
monitoring and
<PAGE> 92
2 ING FUNDS TRUST
- --------------------------------------------------------------------------------

evaluating the management of the assets of each Fund by the Sub-Adviser. The
Manager also provides certain administrative services necessary for the Funds'
operations. Pursuant to a Management Agreement, the Trust currently pays the
Manager for its services a monthly fee at an annual rate based on the average
daily net assets of each Fund. See "Fund Expenses -- Fee Table" and "Management
of the
Funds -- The Manager." The Sub-Adviser is an indirect subsidiary of ING Group
and is an affiliate of the Manager and ING Funds Distributor, Inc.
("Distributor").

ING Investment Management LLC ("IIM") serves as sub-adviser to each Fund.
For its services, the Sub-Adviser receives a fee from the Manager based on the
respective Fund's average daily net assets. See "Management of the Funds -- The
Sub-Adviser."

The Sub-Adviser has full investment discretion and makes all determinations
with respect to the investment of each Fund's assets and the purchase and sale
of portfolio securities consistent with the investment objectives, policies, and
restrictions for such Fund.
OTHER SERVICE PROVIDERS

The Funds offer investors a choice among multiple classes of shares with
different sales charges and expenses. In selecting which class of shares to
purchase, you should consider, among other things, (i) the length of time you
expect to hold your investment, (ii) the amount of any applicable sales charge
imposed at the time of redemption and Rule 12b-1 fees, as noted below, (iii)
whether you qualify for any reduction or waiver of any applicable sales charge,
(iv) the various exchange privileges among the different classes of shares and
(v) the fact that Class B and X shares automatically convert to Class A shares
after eight years. The Class A, Class B and Class C shares are offered in this
Prospectus.

Class A Shares. Class A shares are offered at net asset value without an
initial sales charge. Class A shares are subject to an annual Rule 12b-1 fee of
up to 0.50% of average daily net assets attributable to Class A shares. This fee
is lower than the other classes having Rule 12b-1 fees and therefore Class A
shares may have lower expenses and may pay higher dividends. See "Purchase of
Fund Shares."

Class B Shares. Class B shares are sold without an initial sales charge,
but are subject to a contingent deferred sales charge ("CDSC") of 5.00% if
redeemed within one year of purchase, with declining charges for redemptions
thereafter up to six years after purchase. Class B shares are also subject to a
higher annual Rule 12b-1 fee than Class A shares -- up to 0.75% of the Fund's
average daily net assets attributable to Class B shares. However, after eight
years, Class B shares automatically will be converted to Class A shares at no
charge to the investor, resulting in a lower Rule 12b-1 fee thereafter. Class B
shares will have a higher expense ratio and may pay lower dividends than Class A
shares due to the higher Rule 12b-1 fee and any other class specific expenses.
See "Purchase of Fund Shares."

Class C Shares. Class C shares are sold without an initial sales charge,
but are subject to a CDSC of 1.00% if redeemed within one year of purchase.
Class C shares also are subject to a higher annual Rule 12b-1 fee than the Class
A shares -- up to 0.75% of the Fund's average daily net assets attributable to
Class C shares. Class C shares will have a higher expense ratio and may pay
lower dividends than Class A shares due to the higher Rule 12b-1 fee and any
other class specific expenses. While Class C shares do not convert to Class A
shares, they do not have to be held for as long a time (one year) as Class B
shares to avoid paying a CDSC. See "Purchase of Fund Shares."

up to 0.25% of average daily net assets attributable to such shares. See
"Management of the Funds -- Shareholder Servicing Plan" and "Management of the
Funds -- Fund Accountant, Transfer Agent and Account Services."

FUND EXPENSES

FEE TABLE

<TABLE>
<CAPTION>
ING U.S. TREASURY MONEY
MARKET FUND ING MONEY MARKET FUND
--------------------------- ---------------------------
CLASS A CLASS B CLASS C CLASS A CLASS B CLASS C
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases
(as a percentage of offering price)..................... NONE NONE NONE NONE NONE NONE
Maximum Sales Charge Imposed on Reinvested Dividends
(as a percentage of offering price)..................... NONE NONE NONE NONE NONE NONE
Maximum Contingent Deferred Sales Charge
(as a percentage of the net asset value at the time of
redemption)(1).......................................... NONE 5.00% 1.00% NONE 5.00% 1.00%
ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE
DAILY NET ASSETS)
Management Fees (after waivers)*.......................... 0.06% 0.06% 0.06% 0.06% 0.06% 0.06%
12b-1 Fees (after waivers)*............................... 0.00% 0.75% 0.75% 0.00% 0.75% 0.75%
Shareholder Servicing Fees................................ 0.25% 0.25% 0.25% 0.25% 0.25% 0.25%
Other Expenses (after waivers)**.......................... 0.35% 0.35% 0.35% 0.35% 0.35% 0.35%
---- ---- ---- ---- ---- ----
TOTAL FUND OPERATING EXPENSES (AFTER WAIVERS)***.......... 0.66% 1.41% 1.41% 0.66% 1.41% 1.41%
==== ==== ==== ==== ==== ====
</TABLE>

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

<TABLE>
<S> <C>
(1) If you purchase Class B shares, you do not pay an initial
sales charge but you may incur a CDSC if you redeem some or
all of your Class B shares before the end of the sixth year
after which you purchased such shares. The CDSC for
redemptions occurring in years one through six,
respectively, is 5%, 4%, 4%, 3%, 2% and 1% of the net asset
value of the shares at the time of redemption. The CDSC is
not imposed on the amount of any increase in your account
value over the amount invested. No CDSC is charged after the
sixth year. If you purchase Class C shares, you do not pay
an initial sales charge but you may incur a CDSC if you
redeem some or all of your Class C shares within 12 months
of the calendar month of purchase. For a discussion of the
Class B and C CDSC, see "Purchase of Fund Shares" in this
Prospectus.
* Management Fees consisting of investment advisory and
administrative fees (before waivers) would be 0.25% annually
of the average daily net assets for each Fund. Rule 12b-1
Fees (before waivers) would be 0.50% annually of the average
daily net assets for each Fund's Class A shares. The fee
waivers reflected in the table are voluntary and may be
modified or terminated at any time without the Funds'
consent.
** Under the Fund Services Agreement, each Fund may pay ING
Fund Services annually up to $40,000 for fund accounting
services plus out-of-pocket expenses, $17 per an account for
transfer agency services plus out-of-pocket expenses and up
to 0.25% of the Fund's average daily net assets annually for
account servicing activities. Each Fund currently waives
0.15% of such fees. ING Fund Services may engage third
parties to perform some or all of these services. The fee
waivers are voluntary and may be modified or terminated at
any time without the Funds' consent. (See "Management of the
Funds -- Fund Accountant, Transfer Agent and Account
Services" in the Prospectus.)
*** Total Fund Operating Expenses (before waivers) for each Fund
would be 1.50% for Class A shares and 1.75% for Class B and
C shares.
</TABLE>
<PAGE> 94
4 ING FUNDS TRUST
- --------------------------------------------------------------------------------

EXPENSE EXAMPLES:

The following table is provided to assist you in understanding the various
costs and expenses that you would bear directly or indirectly as an investor in
the Fund(s).

<TABLE>
<CAPTION>
FULL REDEMPTION* NO REDEMPTION**
---------------- ----------------
1 YEAR 3 YEARS 1 YEAR 3 YEARS
------ ------- ------ -------
<S> <C> <C> <C> <C>
ING U.S. TREASURY MONEY MARKET FUND
Class A Shares.......................... $ 7 $21 $ 7 $21
Class B Shares.......................... $64 $85 $14 $45
Class C Shares.......................... $24 $45 $14 $45
ING MONEY MARKET FUND
Class A Shares.......................... $ 7 $21 $ 7 $21
Class B Shares.......................... $64 $85 $14 $45
Class C Shares.......................... $24 $45 $14 $45
</TABLE>

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

THE EXAMPLES PROVIDED SHOULD NOT BE CONSIDERED AS A REPRESENTATION OF THE
FUNDS' PAST OR FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN
THOSE SHOWN. IN ADDITION, WHILE THE EXAMPLES ASSUME A 5% ANNUAL RETURN, EACH
FUND'S ACTUAL PERFORMANCE WILL VARY AND MAY RESULT IN AN ACTUAL RETURN THAT IS
GREATER OR LESS THAN 5%.
<PAGE> 95
ING FUNDS TRUST 5
- --------------------------------------------------------------------------------

THE INVESTMENT POLICIES AND PRACTICES OF THE FUNDS

Each Fund follows its own investment policies and practices, including
certain investment restrictions. The "Investment Restrictions" section of the
SAI contains specific investment restrictions (the "Investment Restrictions")
which govern each Fund's investments. Each Fund's investment objective and
certain Investment Restrictions are fundamental policies which may not be
changed without a vote of a majority of the outstanding shares, as defined under
the 1940 Act, of the affected Fund. Except for the objectives and those
restrictions specifically identified as fundamental, all other investment
policies and practices described in this Prospectus and in the SAI are not
fundamental, and may therefore be changed by the Board of Trustees without
shareholder approval. There can be no assurance that either Fund will achieve
its investment objective.

ING U.S. Treasury Money Market Fund. The ING U.S. Treasury Money Market
Fund seeks to provide investors with a high level of current income as is
consistent with liquidity, maximum safety of principal and the maintenance of a
stable $1.00 net asset value per share. The Fund seeks to achieve its objective
by investing in U.S. Treasury securities and repurchase agreements
collateralized fully by U.S. Treasury securities.

ING Money Market Fund. The ING Money Market Fund seeks to provide
investors with a high level of current income consistent with the preservation
of capital and liquidity and the maintenance of a stable $1.00 net asset value
per share. The Fund seeks to achieve its objective by investing in high quality,
U.S. dollar denominated short-term obligations which are determined by the
Sub-Adviser to present minimal credit risk.

In selecting debt securities for the Fund, the Sub-Adviser seeks to select
those instruments that appear to have the potential to achieve the Fund's
investment objective within the credit and risk tolerances established for the
Fund. In accordance with those policies, the Fund will invest in obligations
permitted to be purchased under Rule 2a-7 of the 1940 Act including, but not
limited to, (i) obligations of the U.S. Government or its agencies or
instrumentalities; (ii) commercial paper, mortgage-backed and asset-backed
securities, guaranteed investment contracts, loan participation interests,
medium-term notes, and other promissory notes, including floating or variable
rate obligations; and (iii) the following domestic, Yankeedollar and Eurodollar
obligations: certificates of deposit, time deposits, bankers' acceptances,
commercial paper, and other promissory notes, including floating or variable
rate obligations issued by U.S. or foreign bank holding companies and their bank
subsidiaries, branches and agencies. The Fund will invest only in issuers or
instruments that at the time of purchase (i) have received the highest
short-term rating by at least two nationally recognized statistical rating
organizations ("NRSROs"), such as "A-1" by Standard & Poor's Corporation ("S&P")
and "Prime-1" by Moody's Investors Service, Inc. ("Moody's"); (ii) are single
rated and have received the highest short-term rating by a NRSRO; or (iii) are
unrated, but are determined to be of comparable quality by the Sub-Adviser
pursuant to guidelines approved by the Fund's Board of Trustees. The Fund may
invest more than 25% of its total assets in instruments issued by domestic
banks.

In managing the Fund, the Sub-Adviser employs a number of professional
money management techniques, including varying the composition of investments
and the average maturity of the portfolio based upon the Sub-Adviser's
assessment of the relative values of the various money market securities and
future interest rate patterns. These assessments will change in response to
changing economic and money market conditions and to shifts in fiscal and
monetary policy. The Sub-Adviser also seeks to improve yield by taking advantage
of yield disparities that regularly occur in the money markets. For example,
market conditions frequently result in similar securities trading at different
prices. Also, there are frequently differences in the yield between the various
types of money market securities. The Fund seeks to enhance yield by purchasing
and selling securities based upon these yield disparities.

Both Funds. As a matter of fundamental policy, notwithstanding any
limitation otherwise, each Fund has the ability to seek to achieve its
investment objective by investing all of its investable assets in an investment
company having substantially the same investment objective and policies as the
Fund.
<PAGE> 96
6 ING FUNDS TRUST
- --------------------------------------------------------------------------------

The Funds' diversification tests are measured at the time of a securities'
purchase and are calculated in accordance with Rule 2a-7 of the 1940 Act which
may allow a Fund to exceed limits specified in this Prospectus for certain
securities subject to guarantees or demand features. The Funds will be deemed to
satisfy the maturity requirements described in this Prospectus to the extent the
Funds satisfy Rule 2a-7 maturity requirements.

Both Funds may borrow up to 33 1/3% of their respective net assets for
temporary purposes. The types of securities and investment practices used by the
Funds are described in greater detail at "Description of Securities and
Investment Practices."

MANAGEMENT OF THE FUNDS

Under the Management Agreement, the Manager has overall responsibility,
subject to the supervision of the Board of Trustees, for engaging sub-advisers
and for monitoring and evaluating the management of the assets of each Fund by
the Sub-Adviser. The Manager is also responsible for monitoring and evaluating
the Sub-Adviser on a periodic basis, and will consider its performance record
with respect to the investment objectives and policies of each Fund. The Manager
also provides certain administrative services necessary for the Funds'
operations including: (i) coordination of the services performed by the Funds'
custodian, independent auditors and legal counsel; (ii) regulatory compliance,
including the compilation of information for documents such as reports to, and
filings with, the SEC; (iii) preparation of proxy statements and shareholder
reports for the Funds; (iv) general supervision relative to the compilation of
data required for the preparation of periodic reports distributed to the Funds'
officers and Board of Trustees; and (v) furnishing office space and certain
facilities required for conducting the business of the Funds.

The Trust pays the Manager for its services under the Management Agreement
a fee, payable monthly, based on the average daily net assets of each Fund at
the following annual rates:

<TABLE>
<CAPTION>
MANAGEMENT
FUND FEE
---- ----------
<S> <C>
ING U.S. Treasury Money Market Fund..... 0.25%
ING Money Market Fund................... 0.25%
</TABLE>

THE SUB-ADVISER

The Manager has entered into Sub-Advisory Agreements with the Sub-Adviser.
Under the Sub-Advisory Agreements, the Sub-Adviser has full investment
discretion and makes all determinations with respect to the investment of a
Fund's assets and the purchase and sale of portfolio securities and other
investments. Each Sub-Advisory Agreement may be terminated without penalty by
the Manager, the Board of Trustees or the shareholders of the respective Fund,
or by the Sub-Adviser, on 60 days' written notice by any party to the
Sub-Advisory Agreement and will terminate automatically if assigned as that term
is described in the 1940 Act. The Sub-Adviser is a wholly owned indirect
subsidiary of ING Group and is an affiliate of the Manager. The Manager may make
changes to the sub-advisory arrangements provided that it will not make any
changes that would constitute an assignment (as defined under the 1940 Act) of
an advisory agreement unless such actions are permissible under the 1940 Act,
the rules thereunder or pursuant to relief granted by the SEC.

ING Investment Management LLC. The Manager has retained IIM to act as
sub-adviser to the Funds. IIM is located at 5780 Powers Ferry Road, N.W., Suite
300, Atlanta, GA 30327. IIM is a Delaware limited liability company which is
<PAGE> 97
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engaged in the business of providing investment advice to portfolios which as of
September 30, 1998, were valued at approximately $26.7 billion. IIM is
registered with the SEC as an investment adviser. IIM also advises other
registered investment companies.
The Funds are managed by a team of three investment professionals led by
Ms. Jennifer J. Thompson, CFA. Ms. Thompson has been employed by IIM as an
investment professional since 1998 and has seven years of investment experience.

Pursuant to the Sub-Advisory Agreements, the Manager (not the Trust) pays
to the Sub-Adviser a monthly fee based on the average daily net assets of each
Fund at the following annual rates:

<TABLE>
<CAPTION>
FUND INVESTMENT SUB-ADVISORY FEE
---- ---------------------------
<S> <C>
ING U.S. Treasury Money
Market Fund............... 0.125%
ING Money Market Fund....... 0.125%
</TABLE>

The figures following show past performance of IIM in managing accounts
with investment objectives, policies, styles and techniques substantially
similar though not identical to those of the ING Money Market Fund. The
performance is not necessarily representative of the past performance of the
above-referenced team or any individual of the team. Information presented is
based on performance data provided by IIM. The past performance does not
represent the ING Money Market Fund's performance, as it is newly organized and
has no performance record of its own. The table shows the total returns for a
composite of the actual performance of accounts managed by IIM for various
periods ended September 30, 1998, as adjusted for the projected annual expenses
for the ING Money Market Fund's Class A, Class B and Class C shares during its
initial fiscal period as set forth in the Fee Table in this Prospectus. The
amounts shown assume redemption of Fund shares at the end of each period
indicated. Included for comparison purposes are performance figures of the IBC's
Money Fund Report First Tier Average, a weekly report tracking the performance
of over 1300 taxable and tax-free money funds. The performance shown is
calculated in accordance with established Securities and Exchange Commission
rules and guidelines.

The composite is made up of accounts that are not subject to
diversification and other requirements that apply to mutual funds indicated
under applicable securities, tax and other laws that, if applicable, may have
adversely affected performance. As a result, portfolio management strategies
used on the composite and those used on the ING Money Market Fund may vary in
some respects. The information should not be considered a prediction of the
future performance of the Fund. The actual performance may be higher or lower
than that shown.

ANNUALIZED RATES OF RETURN FOR
PERIODS ENDING SEPTEMBER 30, 1998

MONEY MARKET COMPOSITE ACCOUNT

<TABLE>
<CAPTION>
IBC
FIRST TIER
CLASS A CLASS B CLASS C AVERAGE
-------- ------- ------- ----------
<S> <C> <C> <C> <C>
1 Year 5.07% (0.71)% 3.29% 5.06%
Since Inception* 5.03% 2.47% 4.25% 4.99%
* Inception date is August 1, 1996.
</TABLE>

THE DISTRIBUTOR

The distribution fee for all classes may be used by the Distributor for the
purpose of financing any activity which is primarily intended to result in the
sale of shares of the applicable Fund. For example, such distribution fee may be
used by the Distributor: (i) to compensate broker-dealers, including the
Distributor and its registered representatives, for their sale of Fund shares,
including the implementation of various incentive programs with respect to
broker-dealers, banks, and other financial institutions, (ii) to pay an
affiliated party of the Distributor for interest and other borrowing costs
incurred by the Distributor; and (iii) to pay other advertising and promotional
expenses in connection with the distribution of Fund shares. These advertising
and promotional expenses include, by way of example but not by way of
limitation, costs of Prospectuses for other than current shareholders;
preparation and distribution of sales literature; advertising of any type;
expenses of branch offices provided jointly by the Distributor and affiliated
companies; and compensation paid to and expenses incurred by officers, employees
or representatives of the Distributor or of other broker-dealers, banks, or
other financial institutions, including travel, entertainment, and telephone
expenses. If the Distribution Plan is terminated by the Funds, the Board of
Trustees may allow the Funds to pay the 12b-1 fees to the Distributor for
distributing shares before the Plan was terminated.
SHAREHOLDER SERVICING PLAN

Each Fund bears all costs of its operations other than expenses
specifically assumed by the Manager. The costs borne by the Funds include, but
are not limited to, legal and auditing expenses; Trustees' fees and expenses;
insurance premiums; custodian; transfer agent, fund accounting and account
servicing fees and expenses; expenses incurred in acquiring or disposing of the
Funds' portfolio securities; expenses of registering and qualifying the Funds'
shares for sale with the SEC and with various state securities commissions;
expenses of obtaining quotations on the Funds' portfolio securities and pricing
of the Funds' shares; expenses of maintaining the Funds' legal existence and of
shareholders' meetings; and expenses of preparation and distribution to existing
shareholders of reports, proxies and prospectuses. Expenses of the Funds
directly attributable to a Fund are charged to that Fund; other expenses are
allocated proportionately among all of the Funds in relation to the net assets
of each Fund.

PORTFOLIO TRANSACTIONS

Pursuant to the Sub-Advisory Agreements, the Sub-Adviser places orders for
the purchase and sale of portfolio investments for the Funds' accounts with
brokers or dealers selected by it in its discretion. In effecting purchases and
sales of securities for the account of the Funds, the Sub-Adviser will seek the
best execution of the Funds' orders. Purchases and sales of portfolio debt
securities for the Funds are generally placed by the Sub-Adviser with primary
market makers for these securities on a net basis, without any brokerage
commission being paid by the Funds. Trading of portfolio debt securities does,
however, involve transaction costs. Transactions with dealers serving as primary
market makers reflect the spread between the bid and asked prices. As permitted
by Section 28(e) of the Securities Exchange Act of 1934, the Sub-Adviser may
cause a Fund to pay a broker-dealer which provides "brokerage and research
services" (as defined in the 1940 Act) to the Sub-Adviser an amount of disclosed
commissions for executing a securities transaction for the Funds in excess of
the commissions another broker-dealer would have charged if the Sub-Adviser
believes the commission paid is reasonable in relation to the value of the
brokerage and research services received by the Sub-Adviser. Broker-dealers are
selected on the basis of a variety of factors such as reputation, capital
strength, size and difficulty of order, sale of Fund shares and research
provided to the Sub-Adviser. The Sub-Adviser may allocate purchase and sales
orders for portfolio securities to broker-dealers that are affiliated with the
Manager, the Sub-Adviser or Distributor in agency transactions, if the
Sub-Adviser believes the quality of the transaction and commissions are
comparable to what they would be with other qualified brokerage firms.
<PAGE> 99
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FUND SHARE VALUATION

The net asset value per share of the Funds is calculated at 4:00 p.m.
(Eastern time), Monday through Friday, on each day the New York Stock Exchange
and the Federal Reserve Bank of New York are open for business (a "Business
Day"), which excludes the following business holidays: New Year's Day, Martin
Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence
Day, Labor Day, Columbus Day, Veterans Day, Thanksgiving Day and Christmas Day.
The net asset value per share of each class is computed by dividing the value of
the net assets of each class (i.e., the value of the assets less the
liabilities) by the total number of outstanding shares of each class. All
expenses, including fees paid to the Manager, ING Fund Services and the
Distributor, are accrued daily and taken into account for the purpose of
determining the net asset value. Expenses directly attributable to a Fund are
charged to the Fund; other expenses are allocated proportionately among each
Fund within the Trust in relation to the net assets of each Fund, or on another
reasonable basis. Within each class, the expenses are allocated proportionately
based on the net assets of each class, except class specific expenses which are
allocated directly to the respective class.

The Funds use the amortized cost method to value their portfolio securities
and seek to maintain a constant net asset value of $1.00 per share, although
there may be circumstances under which this goal cannot be achieved. The
amortized cost method involves valuing a security at its cost and amortizing any
discount or premium over the period until maturity, regardless of the impact of
fluctuating interest rates on the market value of the security. There can be no
assurances that at all times the Funds' price per share can be maintained.
However, the Board of Trustees has established procedures designed to stabilize,
to the extent reasonably possible, the $1.00 per share price of each Fund. See
the SAI for a more complete description of the amortized cost method and Fund
share valuation.

PURCHASE OF FUND SHARES

HOW TO PURCHASE SHARES

Purchase orders will be effected only on Business Days. A purchase order
for shares must generally be received by 12:00 noon (Eastern time) for the ING
U.S. Treasury Money Market Fund and by 3:00 p.m. (Eastern time) for the ING
Money Market Fund (each time, a "Cut-Off Time") to be executed on the same day
at the price per share next determined after receipt of such order, provided
that the Funds' custodian receives federal funds or other immediately available
funds by 4:00 p.m. (Eastern time) that day. Purchase orders received after a
Fund's Cut-Off Time will be considered received prior to the Fund's Cut-Off Time
on the following Business Day and processed accordingly.

The minimum initial investment in a Fund is $2,000 ($1,000 for an IRA
investment or any qualified plan). Any subsequent investments must be at least
$50, including an IRA or qualified plan investment. All initial investments
should be accompanied by a completed Account Application. An Account Application
accompanies this Prospectus. A separate application is required for an IRA or
qualified plan investor. All funds received are invested in full and fractional
shares of the appropriate Fund. Certificates for shares are not issued. When you
purchase shares of a Fund, please specify the class of shares that you wish to
purchase. If you do not choose a class of shares, then your investment will be
made in Class A shares. The Funds reserve the right to reject any purchase
order. All investments may be made using any of the following methods:

The following wire instructions should be used:
Investors Fiduciary Trust Company
ABA 101003621
A/C# 756-095-8
Credit to [insert the ING Fund Name]
For Account of [insert your ING Fund Account Number]
<PAGE> 100
10 ING FUNDS TRUST
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DESCRIPTION OF CLASS A SHARES

General Information. Class A shares are offered at net asset value without
an initial sales charge.

DESCRIPTION OF CLASS B SHARES --
CONTINGENT DEFERRED SALES CHARGE ALTERNATIVE

General Information. The public offering price of Class B shares is the
net asset value of the applicable Fund's shares. Such shares are sold without an
initial sales charge so that the Fund receives the full amount of the investor's
purchase. However, a CDSC will be imposed if shares are redeemed within six
years of purchase. The Class B CDSC will not apply to redemptions of shares
purchased by the reinvestment of dividends or capital gains distributions and
may be waived under certain circumstances described below. The Class B CDSC will
be assessed on the net asset value of the shares at the time of redemption. The
Class B CDSC will not be imposed on the amount of any increase in your account
value over the initial amount invested. The Class B CDSC is paid to the
Distributor to reimburse expenses incurred in providing distribution-related
services to the Fund in connection with the sale of Class B shares. Although
Class B shares are sold without an initial sales charge, the Distributor
normally pays a sales commission of 4.00% of the purchase price of Class B
shares to the dealer from its own resources at the time of the sale. The
Distributor, ING Fund Services and their agents may assign their right to
receive any Class B CDSC, certain distribution, shareholder servicing and
account servicing fees to an entity affiliated with the Manager that provides
funding for up-front sales commission payments.

To determine whether the Class B CDSC applies to a redemption, the Fund
redeems shares in the following order: (i) shares acquired by reinvestment of
dividends and capital gains distributions; (ii) shares held for over six years;
and (iii) shares in the order they were purchased (such that shares held the
longest are redeemed first). The amount of the Class B CDSC will depend on the
number of years since the time you invested and the dollar amount being
redeemed, according to the following schedule:

In the table, a "year" is a 12-month period. All purchases are considered
to have been made on the business day of the month in which the purchase was
made.

General Information. The public offering price of Class C shares is the
net asset value of such shares. Class C shares are sold without an initial sales
charge so that the applicable Fund receives the full amount of the investor's
purchase. While Class C shares do not convert to Class A shares, they are
subject to a lower CDSC (1.00%) and do not have to be held for as long a time
(one year) as Class B shares to avoid paying a CDSC. The Class C CDSC will be
assessed on the net asset value of the shares at the time of redemption. The
Class C CDSC will not be imposed on the amount of any increase in your account
value over the initial amount invested. To determine whether the Class C CDSC
applies to a redemption, the Fund redeems shares in the following order: (i)
shares acquired by reinvestment of dividends and capital gains distributions;
(ii) shares held for over one year; and (iii) shares in the order they were
purchased (such that shares held the longest are redeemed first). Class C shares
do not convert to Class A shares.

Rule 12b-1 Fees. Pursuant to a Plan of Distribution adopted by each Fund
under Rule 12b-1 under the 1940 Act, each Fund pays the Distributor an annual
fee of up to 0.75% of average daily net assets attributable to that Fund's Class
C shares. This fee is higher than the amount paid in connection with the Class A
shares, but the same as the amount paid in connection with the Class B and Class
X shares of each Fund.

IRAS AND QUALIFIED RETIREMENT PLANS

PURCHASE PLANS

by transferring funds from the bank account designated by you. Only an account
maintained at a domestic financial institution which is an Automated Clearing
House member may be so designated. To establish an Auto-Asset
Accumulation Plan account, you must file an authorization form with the Transfer
Agent. You may obtain the necessary authorization form from the Funds by calling
1-877-INFO-ING. You may cancel your participation in this privilege or change
the amount of purchase at any time by mailing written notification to ING Funds,
P.O. Box 419416, Kansas City, MO 64141-6416, and the notification will be
effective three business days following receipt. The Fund may modify or
terminate this privilege at any time or charge a service fee. No such fee
currently is contemplated.

ING Scheduled Payroll Investment Program. ING Scheduled Payroll Investment
Program permits you to purchase Fund shares automatically on a regular basis.
Depending upon your employer's direct deposit program, you may have part or all
of your paycheck transferred to your existing ING account electronically through
the Automated Clearing House system at each pay period. To establish an ING
Scheduled Payroll Investment Program account, you must file an authorization
form with your employer's payroll department. Your employer must complete the
reverse side
of the form and return it to ING Funds, P.O. Box 419416, Kansas City, MO
64141-6416. You may obtain the necessary authorization form from the Funds by
calling 1-877-INFO-ING. You may change the amount of purchase or cancel the
authorization only by written notification to your employer. It is the sole
responsibility of your employer, not the Distributor, the Trust, the Transfer
Agent or any other person, to arrange for transactions under the ING Scheduled
Payroll Investment Program. Minimum investment amounts will be determined on a
case-by-case basis. The Fund may modify or terminate this program at any time or
charge a service fee. No such fee currently is contemplated.

REDEMPTION OF FUND SHARES

HOW TO REDEEM SHARES

Redemption orders will be effected only on Business Days. A redemption
order for shares of a Fund must generally be received by such Fund's Cut-Off
Time to be executed on the same day at the price per share next determined after
receipt of such order. Redemption orders received after a Fund's Cut-Off Time
will be considered received prior to the Fund's Cut-Off Time on the following
Business Day and processed accordingly. Shares will be redeemed without charge
(except any applicable CDSC). The CDSC applicable to the Class B and C shares is
described under "Purchase of Fund Shares." In the instance where a shareholder
owns more than one class of shares and the shares being redeemed are not subject
to the CDSC, those shares with the highest Rule 12b-1 fee will be redeemed in
full prior to any redemption of shares with a lower Rule 12b-1 fee.

To ensure acceptance of your redemption request, it is important to follow
the procedures described below. Although the Funds have no present intention to
do so, the Funds reserve the right to refuse or to limit the frequency of any
telephone or wire redemptions. Of course, it may be difficult to place orders by
telephone during periods of severe market or economic change, and a shareholder
should consider alternative methods of communications, such as couriers. The
Funds may modify or terminate their services and provisions at any time. If the
Funds terminate any particular service, they will do so only
<PAGE> 103
ING FUNDS TRUST 13
- --------------------------------------------------------------------------------

after giving written notice to shareholders. Redemption by mail will always be
available to shareholders. Under certain circumstances described below, a
signature guarantee may be required. You may redeem your shares using any of the
following methods:

By Telephone. You may redeem your shares by calling the Funds at
1-877-INFO-ING. You should be prepared to give the telephone representative the
following information: (i) your account number, social security number and
account registration; (ii) the Fund name from which you are redeeming shares;
and (iii) the amount to be redeemed. The conversation may be recorded to protect
you and the Funds. Telephone redemptions are available unless the shareholder
specifically declines this option on the Account Application and may only be
sent to the address of record or preassigned wire instructions. The Funds employ
reasonable procedures to confirm that instructions communicated by telephone are
genuine. If the Funds fail to employ such reasonable procedures, they may be
liable for any loss, damage or expense arising out of any telephone transactions
purporting to be on a shareholder's behalf. In order to assure the accuracy of
instructions received by telephone, the Funds require some form of personal
identification prior to acting upon instructions received by telephone, record
telephone instructions and provide written confirmation to investors of such
transactions. Telephone redemptions will be suspended for a period of 15 days
following a telephone address change.

Check Writing. A check redemption ($100 minimum, no maximum) feature is
available. Checks are free and a Checkwriting Authorization and Signature Card
may be obtained from the Fund by contacting the Funds at 1-877-INFO-ING. It is
not possible to use a check to close out your account since additional shares
accrue daily. Checks will be issued upon receipt of a properly completed
Authorization and Signature Card. There will be a $20.00 charge for each
returned check debited from your account. Checks will be mailed by the Transfer
Agent by first class mail.

Certain of the above-mentioned redemption services may not be available for
clients of authorized brokers or investment advisers or for IRAs. These clients
should contact their representative.

SIGNATURE GUARANTEES

REDEMPTION IN KIND

All redemptions of shares of the Funds shall be made in cash, except that
the commitment to redeem shares in cash extends only to redemption requests made
by each shareholder of a Fund during any 90-day period of up to the lesser of
$250,000 or 1% of the net assets of that Fund at the beginning of such period.
This commitment is irrevocable without the prior approval of the SEC and is a
fundamental policy of the Funds that may not be changed without shareholder
approval. In the case of redemption requests by shareholders in excess of such
amounts, the Board of Trustees reserves the right to have the Funds make
payment, in whole or in part, in securities or other assets, in case of an
emergency or any time a cash distribution would impair the liquidity of a Fund
to the detriment of the existing shareholders. In this event, the securities
would be valued in the same manner in which the securities of that Fund are
valued. If the recipient were to sell such securities he or she may receive more
or less than the value of such securities as determined above, and might incur
brokerage charges.

REDEMPTION PLANS

EXCHANGE OF FUND SHARES

General Information. The Funds offer several convenient ways to exchange
shares in one Fund for shares in the same class of another Fund in the Trust.
All exchanges will be made based on the net asset value next determined
following receipt of the request by a Fund in good order, plus with regard to
Class A shares, any applicable sales charge. If a shareholder exchanges shares
subject to a CDSC (being either Class B or Class C shares) for the same shares
of a different ING Fund, the transaction will not be subject to a CDSC. However,
when shares acquired through the exchange are
<PAGE> 105
ING FUNDS TRUST 15
- --------------------------------------------------------------------------------

redeemed out of the ING Family of Funds, then the shareholder will be treated as
if no exchange took place for the purpose of determining the CDSC period and
applying the CDSC.

DIVIDENDS, DISTRIBUTIONS AND TAX MATTERS

DIVIDENDS AND DISTRIBUTIONS

You also may elect to automatically invest dividend and capital gains
distributions, if any, paid by the Funds in shares of another Fund in the Trust
of which you are a shareholder. Shares of the other Fund will be purchased at
the then-current net asset value.

The above described elections may be made either on the Account Application
or by calling the Funds at 1-877-INFO-ING.
TAX MATTERS

All Funds. Each Fund intends to qualify and elect to be treated as a
regulated investment company and intends to continue to qualify to be treated as
a regulated investment company for each taxable year pursuant to the provisions
of Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code").
By so qualifying and electing, each Fund generally will not be subject to
federal income tax to the extent that it distributes investment company taxable
income and net realized capital gains in the manner required under the Code.

As long as the Funds qualify as regulated investment companies for federal
income tax purposes, each Fund, in computing its income subject to federal
income tax, is entitled to deduct all dividends other than "preferential"
dividends paid by it to shareholders during the taxable year. "Preferential"
dividends are dividends other than dividends which have been distributed to
shareholders pro rata without preference to any share of the Fund as compared
with other shares of the same class and without preference to one class of
shares as compared with another, except in accordance with the former's dividend
rights as a class. The Funds believe that a multiple-class structure having all
of the features of the multiple-class structure of each of the Funds would not
result in dividends being treated as "preferential." The Funds' belief is not
binding on the Internal Revenue Service (the "IRS"), no ruling has been obtained
by the Funds from the IRS on the matter and there can be no guarantee that the
IRS will agree with the Funds on this matter. The Funds' belief is based on the
application of current federal income tax law and relevant authorities, and
subsequent changes in federal tax law or judicial or administrative decisions or
pronouncements may supercede or affect the Funds' conclusions. The Funds do not
believe that a multiple-class structure having all of the features of the
multiple-class structure of each of the Funds has been considered by the IRS in
other rulings. If dividends declared and paid by a Fund on any class of shares
were to be treated as "preferential," dividends paid by the Fund to shareholders
on all classes, of shares during the taxable year would become non-deductible.
In this event, the Fund would not be treated as a regulated investment company
and the Fund would be taxed on its net income, without any deductions for
dividends paid to its shareholders. The resulting federal and state income tax
liability, and any related interest and penalties, would be payable from and to
the extent of such Fund's then available assets and ultimately would be borne by
all current shareholders. The treatment of dividends declared and paid during
the taxable year on any class of shares as preferential, and the resulting
failure of a Fund to be treated as a regulated investment company, could have
additional personal income tax consequences for shareholders of the Fund,
including the taxation of distributions as ordinary income that otherwise would
have been classified as net capital gains.

has been notified by the IRS that the shareholder is subject to backup
withholding. Most corporate shareholders and certain other shareholders
specified in the Code are exempt from backup withholding. Backup withholding is
not an additional tax. Any amounts withheld may be credited against the
shareholder's U.S. Federal income tax liability.

Shareholders will be notified annually by the Funds as to the Federal tax
status of distributions made by the Funds in which they invest. Depending on the
residence of the shareholder for tax purposes, distributions also may be subject
to state and local taxes, including withholding taxes. Foreign shareholders
may, for example, be subject to special withholding requirements. Special tax
treatment, including a penalty on certain pre-retirement distributions, is
accorded to accounts maintained as IRAs. SHAREHOLDERS SHOULD CONSULT THEIR OWN
TAX ADVISERS AS TO THE FEDERAL, STATE AND LOCAL TAX CONSEQUENCES OF OWNERSHIP OF
SHARES OF THE FUNDS IN THEIR PARTICULAR CIRCUMSTANCES.

DESCRIPTION OF SECURITIES AND INVESTMENT PRACTICES

The following is a description of investment practices of the Funds and the
securities in which they may invest:

U.S. Treasury Obligations (Both Funds). Each Fund may invest in U.S.
Treasury obligations, whose principal and interest are backed by the full faith
and credit of the United States Government. U.S. Treasury obligations consist of
bills, notes and bonds, and separately traded interest and principal component
parts of such obligations known as STRIPS, which generally differ in their
interest rates and maturities. U.S. Treasury bills, which have original
maturities of up to one year, notes, which have maturities ranging from two
years to 10 years, and bonds, which have original maturities of 10 to 30 years,
are direct obligations of the United States Government. In accordance with Rule
2a-7, the Fund's investments in these securities are limited to those having a
remaining maturity not exceeding 13 months (397 days).

U.S. Government Securities (ING Money Market Fund Only). U.S. Government
securities are obligations issued or guaranteed by the U.S. Government, its
agencies or instrumentalities. U.S. Government securities include debt
securities issued or guaranteed by U.S. Government-sponsored enterprises and
federal agencies and instrumentalities. Some types of U.S. Government securities
are supported by the full faith and credit of the United States Government or
U.S. Treasury guarantees, such as mortgage-backed certificates guaranteed by the
Government National Mortgage Association ("GNMA"). Other types of U.S.
Government securities, such as obligations of the Student Loan Marketing
Association, provide recourse only to the credit of the agency or
instrumentality issuing the obligation. In the case of obligations not backed by
the full faith and credit of the United States Government, the investor in the
obligation must look to the agency issuing or guaranteeing the obligation for
ultimate repayment. In accordance with Rule 2a-7, the Fund's investments in
these securities are limited to those having a remaining maturity not exceeding
13 months (397 days).

Commercial Paper (ING Money Market Fund Only). Commercial paper includes
short-term unsecured promissory notes, variable rate demand notes and variable
rate master demand notes issued by both domestic and foreign bank holding
companies, corporations and financial institutions and United States Government
agencies and instrumentalities. All commercial paper purchased by the Fund is,
at the time of investment (i) given the highest short-term rating by at least
two NRSROs, such as "A-1" by S&P and "Prime-1" by Moody's; (ii) single rated and
given the highest short-term rating by a NRSRO; or (iii) unrated, but determined
to be of comparable quality by the Sub-Adviser pursuant to guidelines approved
by the Fund's Board of Trustees.

Corporate Debt Securities (ING Money Market Fund Only). The Fund may
purchase corporate debt securities, subject to the rating and quality
requirements specified in Rule 2a-7. The Fund may invest in both United States
dollar denominated rated commercial paper and corporate debt obligations of
foreign issuers that meet the same quality criteria applicable to investments by
the Fund in commercial paper and corporate debt obligations of domestic issuers.
These investments, therefore, are not expected to involve significant additional
risks as compared to the risks of investing in comparable domestic securities.
Generally, all foreign investments carry with them both opportunities and risks
not applicable to investments in securities of domestic issuers, such as risks
of foreign political and economic instability, the imposition or tightening of
exchange controls or other limitations on repatriation of foreign capital,
changes in foreign governmental attitudes toward private investment (possibly
leading to nationalization, increased taxation, or confiscation of foreign
assets) and added difficulties inherent in obtaining and enforcing a judgment
against a foreign issuer of securities should it default. In accordance with
Rule 2a-7, the Fund's investments in these securities are limited to those
having a remaining maturity not exceeding 13 months (397 days).

Domestic and Foreign Bank Obligations (ING Money Market Fund Only). These
obligations include but are not limited to certificates of deposit, commercial
paper, Yankeedollar certificates of deposit, bankers' acceptances, Eurodollar
certificates of deposit and time deposits, promissory notes and medium-term
deposit notes. The Fund will not invest in any obligations of its affiliates, as
defined under the 1940 Act.
<PAGE> 108
18 ING FUNDS TRUST
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The Fund limits its investment in United States bank obligations to
obligations of United States banks (including foreign branches). The Fund limits
its investment in foreign bank obligations to United States dollar-denominated
obligations of foreign banks (including United States branches of foreign banks)
which, in the opinion of the Sub-Adviser, are of an investment quality
comparable to obligations of United States banks which may be purchased by the
Fund. There is no limitation on the amount of the Fund's assets which may be
invested in obligations of domestic banks.

Fixed time deposits may be withdrawn on demand by the investor, but may be
subject to early withdrawal penalties which vary depending upon market
conditions and the remaining maturity of the obligation. There are no
contractual restrictions on the right to transfer a beneficial interest in a
fixed time deposit to a third party, although there is no market for such
deposits. Investments in fixed time deposits subject to withdrawal penalties
maturing from two days through seven days may not exceed 10% of the value of the
total assets of the Fund.

Obligations of foreign banks involve somewhat different investment risks
than those affecting obligations of the United States banks, including the
possibilities that their liquidity could be impaired because of future political
and economic developments, that the obligations may be less marketable than
comparable obligations of United States banks, that a foreign jurisdiction might
impose withholding taxes on interest income payable on those obligations, that
foreign deposits may be seized or nationalized, that foreign governmental
restrictions, such as exchange controls, may be adopted which might adversely
affect the payment of principal and interest on those obligations, that the
selection of those obligations may be more difficult because there may be less
publicly available information concerning foreign banks, or that the accounting,
auditing and financial reporting standards, practices and requirements
applicable to foreign banks may differ from those applicable to United States
banks. Foreign banks are not subject to examination by any United States
Government agency or instrumentality.

STRIPS and Zero Coupon Securities (Both Funds). Each Fund may invest in
separately traded principal and interest components of securities backed by the
full faith and credit of the United States Treasury. The principal and interest
components of United States Treasury bonds with remaining maturities of longer
than ten years are eligible to be traded independently under the Separate
Trading of Registered Interest and Principal of Securities ("STRIPS") program.
Under the STRIPS program, the principal and interest components are separately
issued by the United States Treasury at the request of depository financial
institutions, which then trade the component parts separately. The interest
component of STRIPS may be more volatile than that of United States Treasury
bills with comparable maturities. In accordance with Rule 2a-7, the Fund's
investments in these securities are limited to those with maturity components
not exceeding 13 months (397 days).

A zero coupon security pays no interest to its holder during its life and
is sold at a discount to its face value at maturity. The market prices of zero
coupon securities generally are more volatile than the market prices of
securities that pay interest periodically and are more sensitive to changes in
interest rates than non-zero coupon securities having similar maturities and
credit qualities.

Variable Rate Demand Obligations (ING Money Market Fund Only). Variable
rate demand obligations generally have a maturity of longer than 397 days, but
carry with them the right of the holder to put the securities to a remarketing
agent or other entity on short notice, typically seven days or less. To the
extent this period is exceeded, the obligation in question would be considered
illiquid.

Generally, the remarketing agent will adjust the interest rate every seven
days (or at other intervals corresponding to the notice period for the put), in
order to maintain the interest rate at the prevailing rate for securities with a
seven-day maturity. The remarketing agent is typically a financial intermediary
that has agreed to perform these services. Variable rate master demand
obligations permit the Fund to invest fluctuating amounts at varying rates of
interest pursuant to direct arrangements between the Fund, as lender, and the
borrower. Because the obligations are direct lending arrangements between the
Fund and the borrower, they will not generally be traded, and there is no
secondary market for them, although they are redeemable (and thus immediately
repayable by the borrower) at principal amount, plus accrued interest, at any
time. The borrower also may prepay up to the full amount of the obligation
without penalty. In determining dollar-weighted average portfolio maturity, a
variable rate master demand obligation will be deemed to have a maturity equal
to the shorter of the period of time remaining until the next readjustment of
the interest rate or the period of time remaining until the principal amount can
be recovered from the issuer on demand.

While master demand obligations, as such, are not typically rated by credit
rating agencies, if not so rated, the Fund may, under its minimum rating
standards, invest in them only if, in the opinion of the Sub-Adviser, they are
of an investment quality comparable to other debt obligations in which the Fund
may invest and are within the credit quality policies, guidelines and procedures
established by the Fund's Board of Trustees. See the SAI for further details on
variable rate demand obligations and variable rate master demand obligations.

Mortgage-Backed Securities/Mortgage Pass-Through Securities (ING Money
Market Fund Only). Many mortgage-backed securities are mortgage pass-through
securities, which are securities representing interests in "pools" of mortgages
in which payments of both interest and
<PAGE> 109
ING FUNDS TRUST 19
- --------------------------------------------------------------------------------

principal on the securities are made periodically, in effect "passing through"
periodic payments made by the individual borrowers on the residential mortgage
loans which underlie the securities (net of fees paid to the issuer or guarantor
of the securities and possibly others). Such instruments differ from typical
bonds because principal is repaid monthly over the term of the loan rather than
returned in a lump sum at maturity.

Timely payment of principal and interest on some mortgage pass-through
securities may be guaranteed by the full faith and credit of the U.S.
Government, as in the case of securities guaranteed by the GNMA, or guaranteed
by agencies or instrumentalities of the U.S. Government, as in the case of
securities guaranteed by the Federal National Mortgage Association ("FNMA") or
the Federal Home Loan Mortgage Corporation ("FHLMC"), which are supported only
by the discretionary authority of the U.S. Government to purchase the agency's
obligations and not by the full faith and credit of the U.S. Government. For
more information on GNMA certificates and FNMA and FHLMC mortgage-backed
obligations, see "Mortgage-Backed Securities" in the SAI.

The Fund may only purchase mortgage-backed securities to the extent they
meet the maturity and quality requirements of Rule 2a-7.

Risk Of Mortgage-Backed Securities (ING Money Market Fund Only). Although
mortgage loans constituting a pool of mortgages, such as those underlying GNMA
certificates, 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. In the case of mortgage pass-through securities such as GNMA
certificates or FNMA and FHLMC mortgage-backed obligations, or modified
pass-through securities such as collateralized mortgage obligations issued by
various financial institutions, early repayment of principal arising from
prepayments of principal on the underlying mortgage loans due to the sale of the
underlying property, the refinancing of the loan, or foreclosure may expose a
security to a lower rate of return upon reinvestment of the principal.
Prepayment rates vary widely and may be affected by changes in market interest
rates. In periods of falling interest rates, the rate of prepayment tends to
increase, thereby shortening the actual average life of the mortgage-backed
security.

Conversely, when interest rates are rising, the rate of prepayment tends to
decrease, thereby lengthening the actual average life of the mortgage-backed
security. Accordingly, it is not possible to accurately predict the average life
of a particular pool. Reinvestment of prepayments may occur at higher or lower
rates than the original yield on the certificates. Therefore, the actual
maturity and realized yield on pass-through or modified pass-through
mortgage-backed securities will vary based upon the prepayment experience of the
underlying pool of mortgages.

With respect to GNMA certificates, although GNMA guarantees timely payment
even if homeowners delay or default, tracking the "pass-through" payments may,
at times, be difficult. Expected payments may be delayed due to the delays in
registering the newly traded paper securities. The custodian's policies for
crediting missed payments while errant receipts are tracked down may vary. Other
mortgage-backed securities such as those of FHLMC and FNMA trade in book-entry
form and are not subject to this risk of delays in timely payment of income. The
Fund may only purchase mortgage-backed securities to the extent they meet the
maturity and quality requirements of Rule 2a-7.

Asset-Backed Securities (ING Money Market Fund Only). The Fund is permitted
to invest in asset-backed securities, subject to the rating and quality
requirements of Rule 2a-7. Through the use of trusts and special purpose
subsidiaries, various types of assets, primarily home equity loans and
automobile and credit card receivables, are being securitized in pass-through
structures similar to the mortgage pass-through structures described above.
Consistent with the Fund's investment objectives, policies and quality
standards, the Fund may invest in these and other types of asset-backed
securities which may be developed in the future.

Other Mutual Funds (Both Funds). Each Fund may invest in shares of other
open-end management investment companies, subject to the limitations of the 1940
Act and subject to such investments being consistent with the overall objective
and policies of the Fund, and will not, in the aggregate, exceed 10% of the
Fund's net assets. The purchase of securities of other mutual funds results in
duplication of expenses such that investors indirectly bear a proportionate
share of the expenses of such mutual funds including operating costs and
investment advisory and administrative fees.

Guaranteed Investment Contracts (ING Money Market Fund Only). The Fund may
also make limited investments in guaranteed investment contracts ("GIC") issued
by U.S.
<PAGE> 110
20 ING FUNDS TRUST
- --------------------------------------------------------------------------------

insurance companies. The Fund will purchase a GIC only when the Sub-Adviser has
determined, under guidelines established by the Board of Trustees, that the GIC
presents minimal credit risks to the Fund and is of comparable quality to
instruments that are rated high quality by certain NRSROs.

"When-Issued" and "Forward Commitment" Transactions (Both Funds). Each
Fund may purchase securities on a when-issued and delayed-delivery basis and may
purchase or sell securities on a forward commitment basis. When-issued or
delayed-delivery transactions arise when securities are purchased by a Fund with
payment and delivery taking place in the future in order to secure what is
considered to be an advantageous price and yield to the Fund at the time of
entering into the transaction. A forward commitment transaction is an agreement
by a Fund to purchase or sell securities at a specified future date. When a Fund
engages in these transactions, the Fund relies on the buyer or seller, as the
case may be, to consummate the sale. Failure to do so may result in the Fund
missing the opportunity to obtain a price or yield considered to be
advantageous. When-issued and delayed-delivery transactions and forward
commitment transactions may be expected to occur a month or more before delivery
is due. However, no payment or delivery is made by a Fund until it receives
payment or delivery from the other party to the transaction. A separate account
containing liquid assets equal to the value of purchase commitments will be
maintained until payment is made. Such transactions have the effect of leverage
on the Fund and may contribute to volatility of a Fund's net asset value. For
further information, see the SAI.

Loans of Portfolio Securities (Both Funds). To increase current income,
each Fund may lend its portfolio securities in an amount up to 33 1/3% of each
such Fund's total assets to brokers, dealers and financial institutions,
provided certain conditions are met, including the condition that each loan is
secured continuously by collateral maintained on a daily marked-to-market basis
in an amount at least equal to the current market value of the securities
loaned. These transactions involve a loan by the applicable Fund and are subject
to the same risks as repurchase agreements. For further information, see the
SAI.

Repurchase Agreements (Both Funds). The Funds may enter into repurchase
agreements with any bank and broker-dealer which, in the opinion of the
Trustees, presents a minimal risk of bankruptcy. Under a repurchase agreement a
Fund acquires securities and obtains a simultaneous commitment from the seller
to repurchase the securities at a specified time and at an agreed upon yield.
The agreements will be fully collateralized and the value of the collateral,
including accrued interest, marked-to-market daily. The agreements may be
considered to be loans made by the purchaser, collateralized by the underlying
securities. If the seller should default on its obligation to repurchase the
securities, a Fund may experience a loss of income from the loaned securities
and a decrease in the value of any collateral, problems in exercising its rights
to the underlying securities and costs and time delays in connection with the
disposition of securities. The Funds may not invest more than 10% of its net
assets in repurchase agreements maturing in more than seven business days. For
more information about repurchase agreements, see "Investment Policies" in the
SAI.

Borrowing (Both Funds). Each Fund may borrow up to 33 1/3% of its net
assets for temporary purposes. Leveraging by means of borrowing will exaggerate
the effect of any increase or decrease in the value of portfolio securities on
the Fund's net asset value; 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. The use of borrowing tends to result
in a faster than average movement, up or down, in the net asset value of the
Fund's shares. The Fund also may be required to maintain minimum average
balances in connection with such borrowing or to pay a commitment or other fee
to maintain a line of credit; either of these requirements would increase the
cost of borrowing over the stated interest rate.

Securities purchased on a when-issued or delayed delivery basis will not be
subject to the Fund's borrowing limitations to the extent that the Fund
establishes and maintains liquid assets in a segregated account with the Trust's
custodian equal to the Fund's obligations under the when-issued or delayed
delivery arrangement.

RISKS OF INVESTING IN THE FUNDS

General. The Funds attempt to maintain a constant net asset value of $1.00
per share, although there can be no assurance that they will always be able to
do so. The Funds may not achieve as high a level of current income as other
funds that do not limit their investment to the high quality securities in which
the Funds invest.

There is, of course, no assurance that a Fund will achieve its investment
objective or be successful in preventing or minimizing the risk of loss that is
inherent in investing in particular types of investment products. In order to
attempt to minimize that risk, the Sub-Adviser monitors developments in the
economy, the securities markets, and with each particular issuer. Also, as
diversified Funds, each Fund is managed within certain limitations that restrict
the amount of the Fund's investment in any single issuer.

Year 2000. Like other funds and business organizations around the world,
the Funds could be adversely affected if the computer systems used by the
Manager and the Funds' other service providers do not properly process and
calculate date-
<PAGE> 111
ING FUNDS TRUST 21
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related information for the Year 2000 and beyond. The Funds have been informed
that the Manager, and the Funds' other service providers (i.e., Sub-Adviser,
Administrator, Transfer Agent, Fund Accounting Agent, Distributor and Custodian)
have developed and are implementing clearly defined and documented plans to
minimize the risk associated with the Year 2000 problem. These plans include the
following activities: inventorying of software systems, determining inventory
items that may not function properly after December 31, 1999, reprogramming or
replacing such systems and retesting for Year 2000 readiness. In addition, the
service providers are obtaining assurances from their vendors and suppliers in
the same manner. Non-compliant Year 2000 systems upon which the Funds are
dependent may result in errors and account maintenance failures. The Funds have
no reason to believe that (i) the Year 2000 plans of the Manager and the Funds'
other service providers will not be completed by December, 1999, and (ii) the
costs currently associated with the implementation of their plans will have
material adverse impact on the business, operations or financial condition of
the Funds or their service providers.

OTHER INFORMATION

CAPITALIZATION

PERFORMANCE INFORMATION

Quotations of "yield" for a Fund will be based on the investment income per
share (including dividends and interest) during a particular seven day period or
thirty day period, less expenses accrued per share during the period ("net
investment income"), and will be computed by dividing net investment income by
the maximum public offering price per share on the last day of the period, the
yield is then annualized. When a yield assumes that income earned is reinvested,
it is called an effective yield. The effective yield will be slightly higher
than the yield because of the compounding effect of this assumed reinvestment.

Performance information for a Fund may be compared to various unmanaged
indices, such as those indices prepared by Lipper Analytical Services,
Morningstar, IBC Financial Data, Inc., and other entities or organizations which
track the performance of investment companies. Any performance information
should be considered in light of the Fund's investment objectives and policies,
characteristics and quality of the Funds and the market conditions during the
time period indicated, and should not be considered to be representative of what
may be achieved in the future. For a description of the methods used to
determine yield and total return for Funds, see the SAI.
ACCOUNT SERVICES

Investors Fiduciary Trust Co. acts as the Funds' custodian. Pursuant to the
Custodian Agreement, the custodian is responsible for holding each Fund's cash
and portfolio securities. The custodian may enter into sub-custodian agreements
with certain qualified banks.
CODE OF ETHICS

Paul, Weiss, Rifkind, Wharton & Garrison serves as counsel for the Trust
and from time to time provides advice to the Manager.
SHAREHOLDER INQUIRIES

ING FUNDS TRUST PROSPECTUS
P.O. BOX 1239
MALVERN, PA 19355-9836
GENERAL & ACCOUNT INFORMATION: 1-877-INFO-ING OR 1-877-463-6464

Each of the ING Growth & Income Fund, ING Balanced Fund and ING Global Real
Estate Fund seeks to provide investors with high total return.

The ING Tax Efficient Equity Fund seeks to provide taxable investors with a
high total return on an after-tax basis.

Each Fund offers four different classes of shares--Class A shares, Class B
shares, Class C shares and Class X shares. The Class X shares are offered in
this Prospectus and may be purchased only by certain qualified investors
(including, but not limited to, IRAs, Roth IRAs, Education IRAs, SEP IRAs,
Simple IRAs and 403(b)(7) plans). The Class A, Class B and Class C shares are
offered under a separate prospectus. Shares of the Funds are sold to the public
by ING Funds Distributor, Inc. (the "Distributor").

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

October 30, 1998
<PAGE> 114

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
HIGHLIGHTS.................................................. 1
FUND EXPENSES............................................... 5
THE INVESTMENT POLICIES AND PRACTICES OF THE FUNDS.......... 13
MANAGEMENT OF THE FUNDS..................................... 16
FUND SHARE VALUATION........................................ 22
PURCHASE OF FUND SHARES..................................... 22
REDEMPTION OF FUND SHARES................................... 24
EXCHANGE OF FUND SHARES..................................... 25
DIVIDENDS, DISTRIBUTIONS AND TAX MATTERS.................... 26
DESCRIPTION OF SECURITIES AND INVESTMENT PRACTICES.......... 27
RISKS OF INVESTING IN THE FUNDS............................. 35
OTHER INFORMATION........................................... 38
</TABLE>
<PAGE> 115
ING FUNDS TRUST 1
- --------------------------------------------------------------------------------

HIGHLIGHTS

THE FUNDS

INVESTMENT OBJECTIVES AND POLICIES OF THE FUNDS

ING European Equity Fund. The ING European Equity Fund seeks to provide
investors with long-term capital appreciation. Under normal market conditions,
the Fund will invest at least 65% of its total assets in equity securities of
European issuers. For these purposes, the Fund considers European issuers to be
companies the securities of which are principally traded in the European capital
markets, that derive at least 50% of their total revenue from either goods
produced or services rendered in countries located in Europe, regardless of
where the securities of such companies are principally
<PAGE> 116
2 ING FUNDS TRUST
- --------------------------------------------------------------------------------

traded, or that are organized under the laws of and have a principal office in a
European country.

INVESTMENT RISKS

Risks of Techniques Involving Leverage. Utilization of leverage involves
special risks and may involve speculative
<PAGE> 117
ING FUNDS TRUST 3
- --------------------------------------------------------------------------------

For additional information concerning the risks of investing in the Funds,
see "Risks of Investing in the Funds."

MANAGEMENT OF THE FUNDS

OTHER SERVICE PROVIDERS

CLASSES OF SHARES

you qualify for any reduction or waiver of any applicable sales charge, (iv) the
various exchange privileges among the different classes of shares and (v) the
fact that Class B and X shares automatically convert to Class A shares after
eight years. The Class X shares are offered in this Prospectus and may be
purchased only by certain qualified investors (including, but not limited to,
IRAs, Roth IRAs, SEP IRAs, Simple IRAs and 403(b)(7) plans).

Class X Shares. Class X shares are sold without an initial sales charge,
but are subject to a contingent deferred sales charge ("CDSC") of 5.00% if
redeemed within one year of purchase, with declining charges for redemptions
thereafter up to six years after purchase. In addition, investors purchasing
Class X shares will receive, as a bonus, additional shares having a value equal
to 2.00% of the amount invested ("Bonus Shares"). The Distributor has undertaken
to pay for Bonus Shares as part of its services to the Funds. Shares purchased
by the reinvestment of dividends or capital gains distributions are not eligible
for Bonus Shares. Class X shares are also subject to a higher annual Rule 12b-1
fee than Class A shares -- up to 0.75% of the Fund's average daily net assets
attributable to Class X shares. However, after eight years, Class X shares
automatically will be converted to Class A shares at no charge to the investor,
resulting in a lower Rule 12b-1 fee thereafter. Class X shares provide the
benefit of putting all dollars to work from the time of investment, but will
have a higher expense ratio and may pay lower dividends than Class A shares due
to the higher Rule 12b-1 fee and any other class specific expenses. See
"Purchase of Fund Shares."

Class A, Class B and Class C Shares. Each Fund offers Class A, Class B and
Class C shares under a separate prospectus. These Classes of shares have
different sales charges and other expenses, which may affect performance. If you
are interested in further information concerning the Class A, Class B or Class C
shares, please call the Funds and request a prospectus at 1-877-INFO-ING or
contact your authorized broker or investment adviser.

All Classes. Each Class of shares is also subject to shareholder servicing
fees of up to 0.25% of average daily net assets attributable to such shares and
account servicing fees of up to 0.25% of average daily net assets attributable
to such shares. See "Management of the Funds -- Shareholder Servicing Plan" and
"Management of the Funds -- Fund Accountant, Transfer Agent and Account
Services."
<PAGE> 119
ING FUNDS TRUST 5
- --------------------------------------------------------------------------------

FUND EXPENSES

FEE TABLE

<TABLE>
<CAPTION>
ING LARGE CAP GROWTH FUND ING GROWTH & INCOME FUND
------------------------- ------------------------
CLASS X CLASS X
------------------------- ------------------------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases
(as a percentage of offering price)....................... NONE NONE
Maximum Sales Charge Imposed on Reinvested Dividends
(as a percentage of offering price)....................... NONE NONE
Maximum Contingent Deferred Sales Charge
(as a percentage of the lesser of the net asset value at
the time of redemption or at the time of purchase)(1)..... 5.00% 5.00%
ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE
DAILY NET ASSETS)
Management Fees (after waivers)*............................ 0.19% 0.19%
12b-1 Fees.................................................. 0.75% 0.75%
Shareholder Servicing Fees.................................. 0.25% 0.25%
Other Expenses (after waivers)**............................ 0.75% 0.75%
---- ----
TOTAL FUND OPERATING EXPENSES (AFTER WAIVERS)***............ 1.94% 1.94%
==== ====
</TABLE>

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

<TABLE>
<S> <C>
(1) If you purchase Class X shares, you do not pay an initial
sales charge but you may incur a CDSC if you redeem some or
all of your Class X shares before the end of the sixth year
after which you purchased such shares. The CDSC for
redemptions occurring in years one through six,
respectively, is 5%, 4%, 4%, 3%, 2% and 1% of the lesser of
the net asset value of the shares at the time of redemption
or at the time of purchase. The CDSC is not imposed on the
amount of any increase in your account value over the amount
invested. No CDSC is charged after the sixth year. For a
discussion of the Class X CDSC, see this Prospectus under
"Purchase of Fund Shares."
* Management Fees consisting of investment advisory and
administrative fees (before waivers) would be 0.75% annually
of the average daily net assets for each Fund. The fee
waivers reflected in the table are voluntary and may be
modified or terminated at any time without the Funds'
consent.
** Under the Fund Services Agreement, each Fund may pay ING
Fund Services annually up to $40,000 for fund accounting
services plus out-of-pocket expenses, $17 per an account for
transfer agency services plus out-of-pocket expenses and up
to 0.25% of the Fund's average daily net assets annually for
account servicing activities. Each Fund currently waives
0.05% of such fees. ING Fund Services may engage third
parties to perform some or all of these services. The fee
waivers are voluntary and may be modified or terminated at
any time without the Funds' consent. (See "Management of the
Funds -- Fund Accountant, Transfer Agent and Account
Services" in the Prospectus.)
*** Total Fund Operating Expenses (before waivers) for each Fund
would be 2.55% for Class X shares.
</TABLE>
<PAGE> 120
6 ING FUNDS TRUST
- --------------------------------------------------------------------------------

FEE TABLE

<TABLE>
<CAPTION>
ING MID CAP GROWTH FUND ING SMALL CAP GROWTH FUND
----------------------- -------------------------
CLASS X CLASS X
----------------------- -------------------------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases
(as a percentage of offering price)....................... NONE NONE
Maximum Sales Charge Imposed on Reinvested Dividends
(as a percentage of offering price)....................... NONE NONE
Maximum Contingent Deferred Sales Charge
(as a percentage of the lesser of the net asset value at
the time of redemption or at the time of purchase)(1)..... 5.00% 5.00%
ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE
DAILY NET ASSETS)
Management Fees (after waivers)*............................ 0.25% 0.25%
12b-1 Fees.................................................. 0.75% 0.75%
Shareholder Servicing Fees.................................. 0.25% 0.25%
Other Expenses (after waivers)**............................ 0.75% 0.75%
---- ----
TOTAL FUND OPERATING EXPENSES (AFTER WAIVERS)***............ 2.00% 2.00%
==== ====
</TABLE>

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

<TABLE>
<S> <C>
(1) If you purchase Class X shares, you do not pay an initial
sales charge but you may incur a CDSC if you redeem some or
all of your Class X shares before the end of the sixth year
after which you purchased such shares. The CDSC for
redemptions occurring in years one through six,
respectively, is 5%, 4%, 4%, 3%, 2% and 1% of the lesser of
the net asset value of the shares at the time of redemption
or at the time of purchase. The CDSC is not imposed on the
amount of any increase in your account value over the amount
invested. No CDSC is charged after the sixth year. For a
discussion of the Class X CDSC, see this Prospectus under
"Purchase of Fund Shares."
* Management Fees consisting of investment advisory and
administrative fees (before waivers) would be 1.00% annually
of the average daily net assets for each Fund. The fee
waivers reflected in the table are voluntary and may be
modified or terminated at any time without the Funds'
consent.
** Under the Fund Services Agreement, each Fund may pay ING
Fund Services annually up to $40,000 for fund accounting
services plus out-of-pocket expenses, $17 per an account for
transfer agency services plus out-of-pocket expenses and up
to 0.25% of the Fund's average daily net assets annually for
account servicing activities. Each Fund currently waives
0.05% of such fees. ING Fund Services may engage third
parties to perform some or all of these services. The fee
waivers are voluntary and may be modified or terminated at
any time without the Funds' consent. (See "Management of the
Funds -- Fund Accountant, Transfer Agent and Account
Services" in the Prospectus.)
*** Total Fund Operating Expenses (before waivers) for each Fund
would be 2.80% for Class X shares.
</TABLE>
<PAGE> 121
ING FUNDS TRUST 7
- --------------------------------------------------------------------------------

FEE TABLE

<TABLE>
<CAPTION>
ING GLOBAL BRAND NAMES
ING BALANCED FUND FUND
----------------- ----------------------
CLASS X CLASS X
----------------- ----------------------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases
(as a percentage of offering price)....................... NONE NONE
Maximum Sales Charge Imposed on Reinvested Dividends
(as a percentage of offering price)....................... NONE NONE
Maximum Contingent Deferred Sales Charge
(as a percentage of the lesser of the net asset value at
the time of redemption or at the time of purchase)(1)..... 5.00% 5.00%
ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE
DAILY NET ASSETS)
Management Fees (after waivers)*............................ 0.20% 0.25%
12b-1 Fees.................................................. 0.75% 0.75%
Shareholder Servicing Fees.................................. 0.25% 0.25%
Other Expenses (after waivers)**............................ 0.74% 0.93%
---- ----
TOTAL FUND OPERATING EXPENSES (AFTER WAIVERS)***............ 1.94% 2.18%
==== ====
</TABLE>

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

<TABLE>
<S> <C>
(1) If you purchase Class X shares, you do not pay an initial
sales charge but you may incur a CDSC if you redeem some or
all of your Class X shares before the end of the sixth year
after which you purchased such shares. The CDSC for
redemptions occurring in years one through six,
respectively, is 5%, 4%, 4%, 3%, 2% and 1% of the lesser of
the net asset value of the shares at the time of redemption
or at the time of purchase. The CDSC is not imposed on the
amount of any increase in your account value over the amount
invested. No CDSC is charged after the sixth year. For a
discussion of the Class X CDSC, see this Prospectus under
"Purchase of Fund Shares."
* Management Fees consisting of investment advisory and
administrative fees (before waivers) for ING Balanced Fund
and ING Global Brand Names Fund would be 0.80% and 1.00%
annually of the average daily net assets for each Fund,
respectively. The fee waivers reflected in the table are
voluntary and may be modified or terminated at any time
without the Funds' consent.
** Under the Fund Services Agreement, each Fund may pay ING
Fund Services annually up to $40,000 for fund accounting
services plus out-of-pocket expenses, $17 per an account for
transfer agency services plus out-of-pocket expenses and up
to 0.25% of the Fund's average daily net assets annually for
account servicing activities. Each Fund currently waives
0.05% of such fees. ING Fund Services may engage third
parties to perform some or all of these services. The fee
waivers are voluntary and may be modified or terminated at
any time without the Funds' consent. (See "Management of the
Funds -- Fund Accountant, Transfer Agent and Account
Services" in the Prospectus.)
*** Total Fund Operating Expenses (before waivers) would be
2.59% for Class X shares of the ING Balanced Fund and 2.98%
for Class X shares of the ING Global Brand Names Fund.
</TABLE>
<PAGE> 122
8 ING FUNDS TRUST
- --------------------------------------------------------------------------------

FEE TABLE

<TABLE>
<CAPTION>
ING INTERNATIONAL EQUITY ING EMERGING MARKETS
FUND EQUITY FUND
------------------------ --------------------
CLASS X CLASS X
------------------------ --------------------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases
(as a percentage of offering price)....................... NONE NONE
Maximum Sales Charge Imposed on Reinvested Dividends
(as a percentage of offering price)....................... NONE NONE
Maximum Contingent Deferred Sales Charge
(as a percentage of the lesser of the net asset value at
the time of redemption or at the time of purchase)(1)..... 5.00% 5.00%
ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE
DAILY NET ASSETS)
Management Fees (after waivers)*............................ 0.31% 0.31%
12b-1 Fees.................................................. 0.75% 0.75%
Shareholder Servicing Fees.................................. 0.25% 0.25%
Other Expenses (after waivers)**............................ 0.93% 1.04%
---- ----
TOTAL FUND OPERATING EXPENSES (AFTER WAIVERS)***............ 2.24% 2.35%
==== ====
</TABLE>

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

<TABLE>
<S> <C>
(1) If you purchase Class X shares, you do not pay an initial
sales charge but you may incur a CDSC if you redeem some or
all of your Class X shares before the end of the sixth year
after which you purchased such shares. The CDSC for
redemptions occurring in years one through six,
respectively, is 5%, 4%, 4%, 3%, 2% and 1% of the lesser of
the net asset value of the shares at the time of redemption
or at the time of purchase. The CDSC is not imposed on the
amount of any increase in your account value over the amount
invested. No CDSC is charged after the sixth year. For a
discussion of the Class X CDSC, see this Prospectus under
"Purchase of Fund Shares."
* Management Fees consisting of investment advisory and
administrative fees (before waivers) would be 1.25% annually
of the average daily net assets for each Fund. The fee
waivers reflected in the table are voluntary and may be
modified or terminated at any time without the Funds'
consent.
** Under the Fund Services Agreement, each Fund may pay ING
Fund Services annually up to $40,000 for fund accounting
services plus out-of-pocket expenses, $17 per an account for
transfer agency services plus out-of-pocket expenses and up
to 0.25% of the Fund's average daily net assets annually for
account servicing activities. Each Fund currently waives
0.05% of such fees. ING Fund Services may engage third
parties to perform some or all of these services. The fee
waivers are voluntary and may be modified or terminated at
any time without the Funds' consent. (See "Management of the
Funds -- Fund Accountant, Transfer Agent and Account
Services" in the Prospectus.)
*** Total Fund Operating Expenses (before waivers) would be
3.23% for Class X shares of the ING International Equity
Fund and 3.34% for Class X shares of the ING Emerging
Markets Equity Fund.
</TABLE>
<PAGE> 123
ING FUNDS TRUST 9
- --------------------------------------------------------------------------------

FEE TABLE

<TABLE>
<CAPTION>
ING TAX EFFICIENT EQUITY
ING EUROPEAN EQUITY FUND FUND
------------------------ ------------------------
CLASS X CLASS X
------------------------ ------------------------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases
(as a percentage of offering price)....................... NONE NONE
Maximum Sales Charge Imposed on Reinvested Dividends
(as a percentage of offering price)....................... NONE NONE
Maximum Contingent Deferred Sales Charge
(as a percentage of the lesser of the net asset value at
the time of redemption or at the time of purchase)(1)..... 5.00% 5.00%
ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE
DAILY NET ASSETS)
Management Fees (after waivers)*............................ 0.29% 0.20%
12b-1 Fees.................................................. 0.75% 0.75%
Shareholder Servicing Fees.................................. 0.25% 0.25%
Other Expenses (after waivers)**............................ 0.98% 0.75%
---- ----
TOTAL FUND OPERATING EXPENSES (AFTER WAIVERS)***............ 2.27% 1.95%
==== ====
</TABLE>

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

<TABLE>
<S> <C>
(1) If you purchase Class X shares, you do not pay an initial
sales charge but you may incur a CDSC if you redeem some or
all of your Class X shares before the end of the sixth year
after which you purchased such shares. The CDSC for
redemptions occurring in years one through six,
respectively, is 5%, 4%, 4%, 3%, 2% and 1% of the lesser of
the net asset value of the shares at the time of redemption
or at the time of purchase. The CDSC is not imposed on the
amount of any increase in your account value over the amount
invested. No CDSC is charged after the sixth year. For a
discussion of the Class X CDSC, see this Prospectus under
"Purchase of Fund Shares."
* Management Fees consisting of investment advisory and
administrative fees (before waivers) for the ING European
Equity Fund and the ING Tax Efficient Equity Fund would be
1.15% and 0.80% annually of the average daily net assets for
each Fund, respectively. The fee waivers reflected in the
table are voluntary and may be modified or terminated at any
time without the Funds' consent.
** Under the Fund Services Agreement, each Fund may pay ING
Fund Services annually up to $40,000 for fund accounting
services plus out-of-pocket expenses, $17 per an account for
transfer agency services plus out-of-pocket expenses and up
to 0.25% of the Fund's average daily net assets annually for
account servicing activities. Each Fund currently waives
0.05% of such fees. ING Fund Services may engage third
parties to perform some or all of these services. The fee
waivers are voluntary and may be modified or terminated at
any time without the Funds' consent. (See "Management of the
Funds -- Fund Accountant, Transfer Agent and Account
Services" in the Prospectus.)
*** Total Fund Operating Expenses (before waivers) would be
3.18% for Class X shares of the ING European Equity Fund and
2.60% for Class X shares of the ING Tax Efficient Equity
Fund.
</TABLE>
<PAGE> 124
10 ING FUNDS TRUST
- --------------------------------------------------------------------------------

FEE TABLE

<TABLE>
<CAPTION>
ING GLOBAL INFORMATION
ING FOCUS FUND TECHNOLOGY FUND
-------------- ----------------------
CLASS X CLASS X
-------------- ----------------------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases
(as a percentage of offering price)....................... NONE NONE
Maximum Sales Charge Imposed on Reinvested Dividends
(as a percentage of offering price)....................... NONE NONE
Maximum Contingent Deferred Sales Charge
(as a percentage of the lesser of the net asset value at
the time of redemption or at the time of purchase)(1)..... 5.00% 5.00%
ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF
AVERAGE DAILY NET ASSETS)
Management Fees (after waivers)*............................ 0.25% 0.31%
12b-1 Fees.................................................. 0.75% 0.75%
Shareholder Servicing Fees.................................. 0.25% 0.25%
Other Expenses (after waivers)**............................ 0.75% 0.93%
---- ----
TOTAL FUND OPERATING EXPENSES (AFTER WAIVERS)***............ 2.00% 2.24%
==== ====
</TABLE>

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

<TABLE>
<S> <C>
(1) If you purchase Class X shares, you do not pay an initial
sales charge but you may incur a CDSC if you redeem some or
all of your Class X shares before the end of the sixth year
after which you purchased such shares. The CDSC for
redemptions occurring in years one through six,
respectively, is 5%, 4%, 4%, 3%, 2% and 1% of the lesser of
the net asset value of the shares at the time of redemption
or at the time of purchase. The CDSC is not imposed on the
amount of any increase in your account value over the amount
invested. No CDSC is charged after the sixth year. For a
discussion of the Class X CDSC, see this Prospectus under
"Purchase of Fund Shares."
* Management Fees consisting of investment advisory and
administrative fees (before waivers) for the ING Focus Fund
and ING Global Information Technology Fund would be 1.00%
and 1.25% annually of the average daily net assets for each
Fund, respectively. The fee waivers reflected in the table
are voluntary and may be modified or terminated at any time
without the Funds' consent.
** Under the Fund Services Agreement, each Fund may pay ING
Fund Services annually up to $40,000 for fund accounting
services plus out-of-pocket expenses, $17 per an account for
transfer agency services plus out-of-pocket expenses and up
to 0.25% of the Fund's average daily net assets annually for
account servicing activities. Each Fund currently waives
0.05% of such fees. ING Fund Services may engage third
parties to perform some or all of these services. The fee
waivers are voluntary and may be modified or terminated at
any time without the Funds' consent. (See "Management of the
Funds -- Fund Accountant, Transfer Agent and Account
Services" in the Prospectus.)
*** Total Fund Operating Expenses (before waivers) would be
2.80% for Class X shares of the ING Focus Fund and 3.23% for
Class X shares of the ING Global Information Technology
Fund.
</TABLE>
<PAGE> 125
ING FUNDS TRUST 11
- --------------------------------------------------------------------------------

FEE TABLE

<TABLE>
<CAPTION>
ING GLOBAL REAL ESTATE FUND
---------------------------
CLASS X
---------------------------
<S> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases (as a percentage
of offering price)........................................ NONE
Maximum Sales Charge Imposed on Reinvested Dividends (as a
percentage of offering price)............................. NONE
Maximum Contingent Deferred Sales Charge (as a percentage of
the lesser of the net asset value at the time of
redemption or at the time of purchase)(1)................. 5.00%
ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE
DAILY NET ASSETS)
Management Fees (after waivers)*............................ 0.25%
12b-1 Fees.................................................. 0.75%
Shareholder Servicing Fees.................................. 0.25%
Other Expenses (after waivers)**............................ 0.93%
----
TOTAL FUND OPERATING EXPENSES (AFTER WAIVERS)***............ 2.18%
====
</TABLE>

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

<TABLE>
<S> <C>
(1) If you purchase Class X shares, you do not pay an initial
sales charge but you may incur a CDSC if you redeem some or
all of your Class X shares before the end of the sixth year
after which you purchased such shares. The CDSC for
redemptions occurring in years one through six,
respectively, is 5%, 4%, 4%, 3%, 2% and 1% of the lesser of
the net asset value of the shares at the time of redemption
or at the time of purchase. The CDSC is not imposed on the
amount of any increase in your account value over the amount
invested. No CDSC is charged after the sixth year. For a
discussion of the Class X CDSC, see this Prospectus under
"Purchase of Fund Shares."
* Management Fees consisting of investment advisory and
administrative fees (before waivers) would be 1.00% annually
of the average daily net assets. The fee waivers reflected
in the table are voluntary and may be modified or terminated
at any time without the Fund's consent.
** Under the Fund Services Agreement, each Fund may pay ING
Fund Services annually up to $40,000 for fund accounting
services plus out-of-pocket expenses, $17 per an account for
transfer agency services plus out-of-pocket expenses and up
to 0.25% of the Fund's average daily net assets annually for
account servicing activities. The Fund currently waives
0.05% of such fees. ING Fund Services may engage third
parties to perform some or all of these services. The fee
waivers are voluntary and may be modified or terminated at
any time without the Fund's consent. (See "Management of the
Funds -- Fund Accountant, Transfer Agent and Account
Services" in the Prospectus.)
*** Total Fund Operating Expenses (before waivers) would be
2.98% for Class X shares.
</TABLE>
<PAGE> 126
12 ING FUNDS TRUST
- --------------------------------------------------------------------------------

EXPENSE EXAMPLES:

The following table is provided to assist you in understanding the various
costs and expenses that you would bear directly or indirectly as an investor in
the Fund(s).

<TABLE>
<CAPTION>
FULL REDEMPTION* NO REDEMPTION**
---------------- ----------------
1 YEAR 3 YEARS 1 YEAR 3 YEARS
------ ------- ------ -------
<S> <C> <C> <C> <C>
ING LARGE CAP GROWTH FUND
Class X Shares***....................... $70 $103 $20 $63
ING GROWTH & INCOME FUND
Class X Shares***....................... $70 $103 $20 $63
ING MID CAP GROWTH FUND
Class X Shares***....................... $71 $105 $21 $65
ING SMALL CAP GROWTH FUND
Class X Shares***....................... $71 $105 $21 $65
ING BALANCED FUND
Class X Shares***....................... $70 $103 $20 $63
ING GLOBAL BRAND NAMES FUND
Class X Shares***....................... $73 $110 $23 $70
ING INTERNATIONAL EQUITY FUND
Class X Shares***....................... $73 $112 $23 $72
ING EMERGING MARKETS EQUITY FUND
Class X Shares***....................... $75 $116 $25 $76
ING EUROPEAN EQUITY FUND
Class X Shares***....................... $74 $113 $24 $73
ING TAX EFFICIENT EQUITY FUND
Class X Shares***....................... $70 $103 $20 $63
ING FOCUS FUND
Class X Shares***....................... $71 $105 $21 $65
ING GLOBAL INFORMATION TECHNOLOGY FUND
Class X Shares***....................... $73 $112 $23 $72
ING GLOBAL REAL ESTATE FUND
Class X Shares***....................... $72 $110 $23 $70
</TABLE>

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

<TABLE>
<S> <C>
* Full Redemption. You would have paid the above expenses on
a $1,000 investment, assuming a hypothetical 5% annual
return and full redemption of your shares at the end of each
period shown.
** No Redemption. You would have paid the above expenses on a
$1,000 investment, assuming a hypothetical 5% annual return
and no redemption of your shares at the end of each period
shown.
*** Expense examples for Class X shares of the Funds reflect the
shareholder's receipt of additional "Bonus Shares." For a
discussion of the issuance of bonus shares, see this
Prospectus under "Purchase of Fund Shares."
</TABLE>

THE EXAMPLES PROVIDED SHOULD NOT BE CONSIDERED AS A REPRESENTATION OF THE
FUNDS' PAST OR FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN
THOSE SHOWN. IN ADDITION, WHILE THE EXAMPLES ASSUME A 5% ANNUAL RETURN, EACH
FUND'S ACTUAL PERFORMANCE WILL VARY AND MAY RESULT IN AN ACTUAL RETURN THAT IS
GREATER OR LESS THAN 5%.
<PAGE> 127
ING FUNDS TRUST 13
- --------------------------------------------------------------------------------

THE INVESTMENT POLICIES AND PRACTICES OF THE FUNDS

Each Fund follows its own investment policies and practices, including
certain investment restrictions. The "Investment Restrictions" section of the
SAI contains specific investment restrictions (the "Investment Restrictions")
which govern each Fund's investments. Each Fund's investment objective and
certain Investment Restrictions are fundamental policies which may not be
changed without a vote of a majority of the outstanding shares, as defined under
the 1940 Act, of the affected Fund. Except for the objectives and those
restrictions specifically identified as fundamental, all other investment
policies and practices described in this Prospectus and in the SAI are not
fundamental, and may therefore be changed by the Board of Trustees without
shareholder approval. There can be no assurance that any Fund will achieve its
investment objective.

ING Balanced Fund. The ING Balanced Fund seeks to provide investors with
high total return. The Fund primarily invests in a combination of mid- and
large-capitalization equity securities, intermediate-maturity fixed income
securities and money market instruments. Under normal market conditions, the
Fund will invest at least 25% of its total assets in fixed income senior
securities. The average maturity of the fixed income securities in the Fund
will, under normal circumstances, be approximately five years, although this
will vary with changing market conditions.

ING Emerging Markets Equity Fund. The ING Emerging Markets Equity Fund
seeks to provide investors with long-term capital appreciation. Under normal
market conditions, the Fund will invest at least 65% of its total assets in
equity securities of emerging market issuers. Under normal conditions, the Fund
will maintain investments in at least seven emerging market countries and will
not invest more than 25% of its total assets in any one emerging market country.
For these purposes, the Fund defines an emerging market country as any country
the economy and market of which the World Bank or the United Nations considers
to be emerging or developing or any country determined by the Sub-Advisers to
have emerging economies or developing markets. The Fund's Sub-Advisers considers
emerging market issuers to be companies the securities of which are principally
traded in the capital markets of emerging market countries; that derive at least
50% of their total revenue from either goods produced or
<PAGE> 128
14 ING FUNDS TRUST
- --------------------------------------------------------------------------------

ING European Equity Fund. The ING European Equity Fund seeks to provide
investors with long-term capital appreciation. Under normal market conditions,
the Fund will invest at least 65% of its total assets in equity securities of
European issuers. The Fund's Sub-Adviser considers European issuers to be
companies the securities of which are principally traded in the European capital
markets, that derive at least 50% of their total revenue from either goods
produced or services rendered in countries located in Europe, regardless of
where the securities of such companies are principally traded, or that are
organized under the laws of and have a principal office in a European country.

ING Global Information Technology Fund. The ING Global Information
Technology Fund seeks to provide investors with long-term capital appreciation.
Under normal market conditions, the Fund will invest at least 65% of its total
assets in equity securities of information technology companies located in at
least three different countries including the United States. For these purposes,
the Fund defines information technology companies as those companies with
primary business operations in either the information technology, hardware and
software industries, or related consulting and services industries.

ING Global Real Estate Fund. The ING Global Real Estate Fund is a
non-diversified fund that seeks to provide investors with high total return.
Under normal market conditions, the Fund will invest at least 65% of its total
assets in equity securities of issuers located in at least three different
countries including the United States that are principally engaged in the real
estate industry. In selecting investments for the Fund, the Fund's Sub-Adviser
will select companies whose business it is to own, operate, develop and/or
manage real estate.
<PAGE> 129
ING FUNDS TRUST 15
- --------------------------------------------------------------------------------

The types of securities and investment practices used by the Funds are
described in greater detail at "Description of Securities and Investment
Practices."
<PAGE> 130
16 ING FUNDS TRUST
- --------------------------------------------------------------------------------

MANAGEMENT OF THE FUNDS

THE MANAGER

The Trust pays the Manager for its services under the Management Agreement
a fee, payable monthly, based on the average daily net assets of each Fund at
the following annual rates:

THE SUB-ADVISERS

Baring Asset Management, Inc. The Manager has retained BAM, a
Massachusetts corporation, located at 125 High Street, Boston, MA 02110 to act
as sub-adviser to the ING Large Cap Growth Fund and ING Small Cap Growth Fund.
BAM is registered under the Investment Advisers Act of 1940, as amended, (the
"Advisers Act") and provides investment management services to clients located
around the world. BAM is a wholly-owned subsidiary of Baring Asset Management
Holdings Limited ("BAMHL"). BAMHL, a global company registered in England and
Wales, is the parent of the world-wide group of investment management
<PAGE> 131
ING FUNDS TRUST 17
- --------------------------------------------------------------------------------

companies that operate under the collective name Baring Asset
Management (the "BAM Group").

The figures following show past performance of BAM in managing accounts
with investment objectives, policies, styles and techniques substantially
similar though not identical to those of the ING Large Cap Growth Fund. The
table shows the total returns for a composite of the actual performance of large
cap growth accounts managed by BAM for various periods ended September 30, 1998,
as adjusted for the projected annual expenses for the ING Large Cap Growth
Fund's Class X shares during their initial fiscal period as set forth in the Fee
Table in this Prospectus. The amounts shown assume redemption of Fund shares at
the end of each period indicated. The performance is not necessarily
representative of the past performance of the above referenced team or any
individual of the team. Information presented is based on performance data
provided by BAM. The past performance does not represent the ING Large Cap
Growth Fund's performance, as it is newly organized and has no performance
record of its own. Included for comparison purposes are performance figures of
the S&P 500 Index, an unmanaged market index. The performance shown is
calculated in accordance with established Securities and Exchange Commission
rules and guidelines.

ANNUALIZED RATES OF RETURN FOR
PERIODS ENDING SEPTEMBER 30, 1998

LARGE CAP GROWTH COMPOSITE

<TABLE>
<CAPTION>
S&P 500
CLASS X INDEX
------- -------
<S> <C> <C>
1 Year 10.80% 9.04%
3 Years 24.85% 22.73%
5 Years 18.89% 19.99%
10 Years 18.27% 17.29%
</TABLE>

individual of the teams. Information presented is based on
performance data provided by the Co-Sub-Advisers . The past performance does not
represent the ING International Equity Fund's performance, as it is newly
organized and has no performance record of its own. The table shows the total
returns for a composite of the actual performance of international equity
accounts managed by the Co-Sub-Advisers for various periods ended September 30,
1998, as adjusted for the projected annual expenses for the ING International
Equity Fund's Class X shares during their initial fiscal period as set forth in
the Fee Table in this Prospectus. The amounts shown assume redemption of Fund
shares at the end of each period indicated. Included for comparison purposes are
performance figures of the MSCI EAFE Index, an unmanaged market index. The
performance shown below is calculated in accordance with established Securities
and Exchange Commission rules and guidelines.

ANNUALIZED RATES OF RETURN FOR
PERIODS ENDING SEPTEMBER 30, 1998

INTERNATIONAL EQUITY COMPOSITE

<TABLE>
<CAPTION>
MSCI
EAFE
CLASS X INDEX
------- -----
<S> <C> <C>
1 Year (8.66)% (8.08)%
3 Years 5.58% 4.05%
5 Years 7.56% 5.65%
10 Years 8.22% 5.41%
</TABLE>

Pursuant to the Sub-Advisory Agreements, the Manager (not the Trust) pays
to IIMA a monthly fee based on the average daily net assets of the applicable
Fund at the following annual rates:

The figures following show past performance of IIMA in managing pooled
accounts with investment objectives, policies, styles and techniques
substantially similar though not identical to those of the ING European Equity
Fund and ING Global Information Technology Fund. The performance is not
necessarily representative of the past performance of the above-referenced teams
or any individuals of the teams. Information presented is based on performance
data provided by IIMA. The past performance does not represent the ING European
Equity Fund or ING Global Information Technology Funds' performance, as each is
newly organized and has no performance record of its own. The table shows the
actual total returns for these pooled accounts, one with a European equity
mandate and one with an information technology mandate managed by IIMA for
various periods ended September 30, 1998, as adjusted for the projected annual
expenses for the ING European Equity Fund and ING Global Information Technology
Funds' Class X shares during their initial fiscal period as set forth in the Fee
Table in this Prospectus. The amounts shown assume redemption of Fund shares at
the end of each period indicated. Included for comparison purposes are
performance figures of the FT Europe Index and Goldman Sachs Technology Industry
Composite ("GSTC") Index, respectively, each an unmanaged market index. The
<PAGE> 133
ING FUNDS TRUST 19
- --------------------------------------------------------------------------------

performance shown below is calculated in accordance with established Securities
and Exchange Commission rules and guidelines.

ANNUALIZED RATES OF RETURN FOR
PERIODS ENDING SEPTEMBER 30, 1998

EUROPEAN EQUITY POOLED ACCOUNT

<TABLE>
<CAPTION>
FT
EUROPE
CLASS X INDEX
------- ------
<S> <C> <C>
1 Year 6.06% 7.84%
3 Years 18.85% 19.28%
Since Inception* 16.81% 18.41%
* Inception date is July 12, 1994.
</TABLE>

GLOBAL INFORMATION TECHNOLOGY POOLED ACCOUNT

<TABLE>
<CAPTION>
GSTC
CLASS X INDEX
------- -----
<S> <C> <C>
1 Year 10.13% 7.23%
Since Inception* 37.06% 31.56%
* Inception date is March 27, 1997.
</TABLE>

Pursuant to the Sub-Advisory Agreement, the Manager (not the Trust) pays to
the Sub-Adviser a monthly fee based on the average daily net assets of the Fund
at the annual rate of 0.375%.

Pursuant to the Sub-Advisory Agreement, the Manager (not the Trust) pays to
FSCM a monthly fee based on the average daily net assets of the applicable Fund
at the following annual rates:

performance record of its own. The table shows the total
returns for a composite of the estimated performance of the Balanced wrap
accounts and Focus wrap accounts managed by FSCM for various periods ended
September 30, 1998, as adjusted for the projected annual expenses for the ING
Balanced and ING Focus Funds' Class X shares during their initial fiscal period
as set forth in the Fee Table in this Prospectus.(+) The amounts shown assume
redemption of Fund shares at the end of each period indicated. Included for
comparison purposes are performance figures of the Balanced Index(++) for the
ING Balanced Fund and the S&P 500 Index for the ING Focus Fund, each an
unmanaged market index. The performance shown below is calculated in accordance
with established Securities and Exchange Commission rules and guidelines.

ANNUALIZED RATES OF RETURN FOR
PERIODS ENDING SEPTEMBER 30, 1998

BALANCED WRAP ACCOUNTS

<TABLE>
<CAPTION>
CLASS X INDEX*
------- --------
<S> <C> <C>
1 Year 4.13% 10.23%
3 Years 15.26% 15.33%
5 Years 11.50% 13.26%
10 Years 11.57% 13.02%
* The index consists of 50% S&P Index
with income and 50% Lehman
Intermediate Government/Corporate
Bond.
</TABLE>

FOCUS WRAP ACCOUNTS

<TABLE>
<CAPTION>
S&P 500
CLASS X INDEX
------- --------
<S> <C> <C>
1 Year (1.20)% 9.04%
Since Inception* 22.20% 22.50%
* Inception date is June 30, 1996.
</TABLE>

Pursuant to the Sub-Advisory Agreement, the Manager (not the Trust) pays
DELTA a monthly fee based on the average daily net assets of the Fund at the
annual rate of 0.40%.

THE DISTRIBUTOR

FUND ACCOUNTANT, TRANSFER AGENT AND ACCOUNT SERVICES

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

+ The wrap account performance was adjusted for estimated transaction costs such
as brokerage and custody cost to obtain estimated gross wrap account
performance.

++ 50% S&P Index with income and 50% Lehman Intermediate Government/Corporate
Bond.
<PAGE> 135
ING FUNDS TRUST 21
- --------------------------------------------------------------------------------

DISTRIBUTION EXPENSES

The higher distribution fee attributable to Class X shares is designed to
permit an investor to purchase such shares through registered representatives of
the Distributor and other broker-dealers without the assessment of an initial
sales charge and at the same time to permit the Distributor to compensate its
registered representatives and other broker-dealers in connection with the sale
of such shares. The distribution fee for all classes may be used by the
Distributor for the purpose of financing any activity which is primarily
intended to result in the sale of shares of the applicable Fund. For example,
such distribution fee may be used by the Distributor: (i) to compensate
broker-dealers, including the Distributor and its registered representatives,
for their sale of Fund shares, including the implementation of various incentive
programs with respect to broker-dealers, banks, and other financial
institutions, (ii) to pay an affiliated party of the Distributor for interest
and other borrowing costs incurred by the Distributor; and (iii) to pay other
advertising and promotional expenses in connection with the distribution of Fund
shares. These advertising and promotional expenses include, by way of example
but not by way of limitation, costs of Prospectuses for other than current
shareholders; preparation and distribution of sales literature; advertising of
any type; expenses of branch offices provided jointly by the Distributor and
affiliated companies; and compensation paid to and expenses incurred by
officers, employees or representatives of the Distributor or of other
broker-dealers, banks, or other financial institutions, including travel,
entertainment, and telephone expenses. If the Distribution Plan is terminated by
the Funds, the Board of Trustees may allow the Funds to pay the 12b-1 fees to
the Distributor for distributing shares before the Plan was terminated.

SHAREHOLDER SERVICING PLAN

OTHER EXPENSES

Each Fund bears all costs of its operations other than expenses
specifically assumed by the Manager. The costs borne by the Funds include, but
are not limited to, legal and auditing expenses; Trustees' fees and expenses;
insurance premiums; custodian; transfer agent, fund accounting and account
servicing fees and expenses; expenses incurred in acquiring or disposing of the
Funds' portfolio securities; expenses of registering and qualifying the Funds'
shares for sale with the SEC and with various state securities commissions;
expenses of obtaining quotations on the Funds' portfolio securities and pricing
of the Funds' shares; expenses of maintaining the Funds' legal existence and of
shareholders' meetings; and expenses of preparation and distribution to existing
shareholders of reports, proxies and prospectuses. Expenses of the Funds
directly attributable to a Fund are charged to that Fund; other expenses are
allocated proportionately among all of the Funds in relation to the net assets
of each Fund.

PORTFOLIO TRANSACTIONS

Pursuant to the Sub-Advisory Agreements, the Sub-Adviser places orders for
the purchase and sale of portfolio investments for the Funds' accounts with
brokers or dealers selected by it in its discretion. In effecting purchases and
sales of equity and debt securities for the account of the Funds, the
Sub-Adviser will seek the best execution of the Funds' orders. Purchase or sale
of equity securities will generally involve the payment of a commission to a
broker-dealer who executes the transaction on behalf of a Fund. Purchases and
sales of portfolio debt securities for the Funds are generally placed by the
Sub-Adviser with primary market makers for these securities on a net basis,
without any brokerage commission being paid by the Funds. Trading of portfolio
debt securities does, however, involve transaction costs. Transactions with
dealers serving as primary market makers reflect the spread between the bid and
asked prices. As permitted by Section 28(e) of the Securities Exchange Act of
1934, the Sub-Adviser may cause a Fund to pay a broker-dealer which provides
"brokerage and research services" (as defined in the Act) to the Sub-Adviser an
amount of disclosed commissions for executing a securities transaction for the
Funds in excess of the commissions another broker-dealer would have charged if
the Sub-Adviser believes the commission paid is reasonable in relation to the
value of the brokerage and research services received by the Sub-Adviser.
Broker-dealers are selected on
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the basis of a variety of factors such as reputation, capital strength, size and
difficulty of order, sale of Fund shares and research provided to the
Sub-Adviser. The Sub-Adviser may allocate purchase and sales orders for
portfolio securities to broker-dealers that are affiliated with the Manager, the
Sub-Adviser or Distributor in agency transactions, if the Sub-Adviser believes
the quality of the transaction and commissions are comparable to what they would
be with other qualified brokerage firms.

FUND SHARE VALUATION

PURCHASE OF FUND SHARES

HOW TO PURCHASE SHARES

Orders for the purchase of shares will be executed at the net asset value
per share next determined after an order has been received. The minimum initial
investment in a Fund is $1,000. Any subsequent investments must be at least $50.
All initial investments should be accompanied by a completed Account
Application. An Account Application accompanies this Prospectus. All funds
received are invested in full and fractional shares of the appropriate Fund.
Certificates for shares are not issued. Contributions to IRAs and qualified
retirement plans are subject to prevailing limits set by the Internal Revenue
Service. An annual maintenance fee is imposed per a taxpayer identification
number per a plan type. The Funds reserve the right to reject any purchase
order. All investments may be made using any of the following methods:

DESCRIPTION OF CLASS X SHARES

General Information. Class X shares are currently offered to certain
"Qualified" purchases (including, but not limited to, IRAs, Education IRAs, SEP
IRAs, Simple IRAs and 403(b)(7) plans). Any request for "Non-Qualified"
purchases of Class X shares up to, but not including, $1,000,000 will normally
be considered as a purchase request for Class B shares or declined. Any request
for "Non-Qualified" purchases of Class X shares for $1,000,000 or more will be
considered as a purchase request for Class A shares or declined, because it is
more advantageous for an investor to purchase Class A shares for such amounts.

The public offering price of Class X shares is the net asset value of the
applicable Fund's shares. In addition, investors purchasing Class X shares will
receive, as a bonus, additional shares having a value equal to 2.00% of the
amount invested. The Distributor has undertaken to pay for Bonus Shares as part
of its services to the Funds. The Distributor expects to recover costs
associated with its purchases of Bonus Shares through fees received under the
Class X Distribution Plan discussed below. Shares purchased by the reinvestment
of dividends or capital gains distributions are not eligible for Bonus Shares.

Although Class X shares are sold without an initial sales charge, a CDSC
will be imposed if shares are redeemed within six years of purchase. The Class X
CDSC will not apply to redemptions of Bonus Shares or shares purchased by the
reinvestment of dividends or capital gains distributions and may be waived under
certain circumstances described below. The Class X CDSC will be assessed on the
lesser of the net asset value of the shares at the time of redemption or at the
time of purchase. The Class X CDSC will not be imposed on the amount of any
increase in your account value over the amount invested. The Class X CDSC is
paid to the Distributor to reimburse expenses incurred in providing
distribution-related services to the Fund in connection with the sale of Class X
shares. Although Class X shares are sold without an initial sales charge, the
Distributor normally pays a sales commission of 2.50% of the purchase price of
Class X shares to the dealer from its own resources at the time of the sale. The
Distributor, ING Fund Services and their agents may assign their right to
receive any Class X CDSC, certain distribution, shareholder servicing and
account servicing fees to an entity affiliated with the Manager that provides
funding for up-front sales commission payments.

To determine whether the Class X CDSC applies to a redemption, the Fund
redeems shares in the following order: (i) shares acquired by reinvestment of
dividends and capital gains distributions; (ii) shares (including Bonus Shares)
held for over six years; and (iii) shares (not including Bonus Shares) in the
order they were purchased (such that shares held the longest are redeemed
first); and (iv) Bonus Shares in the order they were acquired (such that Bonus
Shares held the longest are redeemed first). The amount of the Class X CDSC will
depend on the number of years since the time you invested and the dollar amount
being redeemed, according to the following schedule:

<TABLE>
<CAPTION>
REDEMPTION DURING CLASS X CDSC
----------------- -------------
<S> <C>
1st year after purchase............... 5%
2nd year after purchase............... 4%
3rd year after purchase............... 4%
4th year after purchase............... 3%
5th year after purchase............... 2%
6th year after purchase............... 1%
</TABLE>

In the table, a "year" is a 12-month period. All purchases are considered
to have been made on the business day of the month in which the purchase was
made.

Waiver of Class X CDSC. The Class X CDSC will be waived in the following
cases if shares are redeemed and the Transfer Agent is notified: (i) redemption
of shares when a Fund exercises its right to liquidate accounts which are less
than the minimum account size; (ii) the death or post-purchase disability, as
defined in Section 72(m)(7) of the Code (if satisfactory evidence is provided to
the Fund); (iii) the portion of a mandated minimum distribution from an IRA,
Simple IRA or an individual type 403(b)(7) plan equal to the percentage of your
plan assets held in Class X shares of the Fund; and (iv) reinvested dividends
and capital gains.

Conversion to Class A Shares. Eight years after you purchase Class X
shares of a Fund, those shares will automatically convert to Class A shares of
that Fund. This conversion feature relieves Class X shareholders of the higher
asset-based distribution charges that applies to these shares. The conversion is
based on the relative net asset value, and no sales load or other charge is
imposed. At the time of conversion, a portion of the Class X shares purchased
through the reinvestment of dividends or capital gains ("Dividend Shares") will
also convert to Class A shares. The portion of Dividend Shares that will convert
is determined by the ratio of your converting Class X non-Dividend Shares to
your total Class X non-Dividend Shares. Under Section 1036 of the Code, the
automatic conversion of Class X shares will not result in a gain or loss to the
Fund or to affected shareholders.

Rule 12b-1 Fees. Pursuant to a Plan of Distribution adopted by each Fund
under Rule 12b-1 under the 1940 Act, each Fund pays the Distributor an annual
fee of up to 0.75% of average daily net assets attributable to that Fund's Class
X shares. This fee is higher than the amount paid in connection with the Class A
shares, but the same as the amount paid in connection with the Class B and Class
C shares of each Fund.
MINIMUM ACCOUNT BALANCE

If (i) an account opened in a Fund has been in effect for at least one year
and the shareholder has not made an
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additional purchase in that account within the preceding six calendar months and
(ii) the value of such account drops below $500 for three consecutive months as
a result of redemptions or exchanges, the Fund has the right to redeem the
account, after giving the shareholder 60 days' prior written notice, unless the
shareholder makes additional investments within the notice period to bring the
account value up to $500. If a Fund determines that a shareholder has provided
incorrect information in opening an account with a Fund or in the course of
conducting subsequent transactions with the Fund related to such account, the
Fund may, in its discretion, redeem the account and distribute the proceeds of
such redemption to the shareholder.

REDEMPTION OF FUND SHARES

HOW TO REDEEM SHARES

Shareholders may redeem their shares, in whole or in part, on each day a
Fund is valued. Shares will be redeemed without charge (except any applicable
CDSC) at the net asset value next determined after a redemption request in good
order has been received by the applicable Fund. The CDSC applicable to the Class
X shares is described under "Purchase of Fund Shares." In the instance where a
shareholder owns more than one class of shares and the shares being redeemed are
not subject to the CDSC, those shares with the highest Rule 12b-1 fee will be
redeemed in full prior to any redemption of shares with a lower Rule 12b-1 fee.

Where purchases are made by check in any Fund, redemption proceeds will be
made available immediately upon clearance of the purchase check, which may take
up to 15 calendar days. During the period prior to the time the shares are
redeemed, dividends on the shares will continue to accrue and be payable and the
shareholder will be entitled to exercise all other beneficial rights of
ownership.

To ensure acceptance of your redemption request, it is important to follow
the procedures described below. The Funds may modify or terminate their services
and provisions at any time. If the Funds terminate any particular service, they
will do so only after giving written notice to shareholders. Redemption by mail
will always be available to shareholders. Under certain circumstances described
below, a signature guarantee may be required. You may redeem your shares using
any of the following methods:

SIGNATURE GUARANTEES

A signature guarantee is designed to protect the investor, the Trust, the
Distributor, and their agents by verifying the signature of each investor
seeking to redeem, transfer, or exchange shares of ING Funds. Signature
guarantees are required for: (i) redemptions by mail in excess of $50,000; (ii)
redemptions by mail if the proceeds are to be paid to someone other than the
name(s) in which the account is registered; (iii) redemptions requesting
proceeds to be sent to a new address or an address that has been changed within
the past 15 days; (iv) requests to transfer the registration of shares to
another owner; and (v) written redemptions or exchanges of shares previously
reported as lost/abandoned property, whether or not the redemption amount is
under $50,000 or the proceeds are to be sent to the address of record. These
requirements may be waived or modified upon notice to shareholders.

Acceptable guarantors include banks, broker-dealers, credit unions,
national securities exchanges, savings associations and any other organization,
provided that such institution or organization qualifies as an "eligible
guarantor institution" as that term is defined in rules adopted by the SEC, and
further provided that such guarantor institution is listed in one of the
reference guides contained in the Transfer Agent's current Signature Guarantee
Standards and Procedures, such as certain domestic banks, credit unions,
securities dealers, or securities exchanges. The Transfer Agent will also accept
signatures with either: (i) a signature guarantee with a medallion stamp of the
STAMP Program, or (ii) a signature guaranteed with a medallion stamp of the NYSE
Medallion Signature Program, provided that in either
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ING FUNDS TRUST 25
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event, the amount of the transaction involved does not exceed the surety
coverage amount indicated on the medallion. For information regarding whether a
particular institution or organization qualifies as an "eligible guarantor
institution," an investor should call the Funds at 1-877-INFO-ING.

REDEMPTION IN KIND

EXCHANGE OF FUND SHARES

HOW TO EXCHANGE SHARES

The Funds offer several convenient ways to exchange shares in one Fund for
shares in the same class of another Fund in the Trust. All exchanges will be
made based on the net asset value next determined following receipt of the
request by a Fund in good order. If a shareholder exchanges shares subject to a
CDSC (such as the Class X shares) for the same shares of a different ING Fund,
the transaction will not be subject to a CDSC. However, when shares acquired
through the exchange are redeemed out of the ING Family of Funds, then the
shareholder will be treated as if no exchange took place for the purpose of
determining the CDSC period and applying the CDSC.

DIVIDENDS, DISTRIBUTIONS AND TAX MATTERS

DIVIDENDS AND DISTRIBUTIONS

The above described elections may be made either on the Account Application
or by calling the Funds at 1-877-INFO-ING.

TAX MATTERS

Each Fund intends to distribute to its shareholders substantially all of
its investment company taxable income (which includes, among other items,
dividends and interest and the excess, if any, of net short-term capital gains
(generally including any net option premium income) over net long-term capital
losses). The Funds will pay those dividends annually, except for the ING Growth
& Income Fund and the ING Balanced Fund, which will pay dividends quarterly.
Each Fund intends to distribute, at least annually, substantially all net
capital gains (the excess of net long-term capital gains over net short-term
capital losses). In determining amounts of capital gains to be distributed, any
capital loss carryovers from prior years will be applied against capital gains.

It is expected that dividends and interest from non-U.S. sources received
by a Fund will be subject to non-U.S. withholding taxes. Such withholding taxes
may be reduced or eliminated under the terms of applicable United States income
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ING FUNDS TRUST 27
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tax treaties, and the Fund intends to undertake any procedural steps required to
claim the benefits of such treaties.

Special tax treatment, including a penalty on certain pre-retirement
distributions, is accorded to accounts maintained as IRAs. THE FOREGOING
DISCUSSION IS INCLUDED FOR SHAREHOLDERS THAT ARE EXEMPT FROM FEDERAL INCOME
TAXES. SHAREHOLDERS SHOULD CONSULT THEIR OWN TAX ADVISERS AS TO THE FEDERAL,
STATE AND LOCAL TAX CONSEQUENCES OF OWNERSHIP OF SHARES OF THE FUNDS IN THEIR
PARTICULAR CIRCUMSTANCES.

DESCRIPTION OF SECURITIES AND INVESTMENT PRACTICES

The following is a description of investment practices of the Funds and the
securities in which they may invest:

Corporate Debt Securities (All Funds). The Funds may purchase corporate
debt securities, subject to the rating and quality requirements specified with
respect to each Fund. The Funds may invest in both rated commercial paper and
rated corporate debt obligations of foreign issuers that meet the same quality
criteria applicable to investments by the Funds in commercial paper and
corporate debt obligations of domestic issuers. These investments, therefore,
are not expected to involve significant additional risks as compared to the
risks of investing in comparable domestic securities. Generally, all foreign
investments carry with them both opportunities and risks not applicable to
investments in securities of domestic issuers, such as risks of foreign
political and economic instability, adverse movements in foreign exchange rates,
the imposition or tightening of exchange controls or other limitations on
repatriation of foreign capital, changes in foreign governmental attitudes
toward private investment (possibly leading to nationalization, increased
taxation or confiscation of foreign assets) and added difficulties inherent in
obtaining and enforcing a judgment against a foreign issuer of securities should
it default.

Mortgage-Related Securities (All Funds). The Funds are permitted to invest
in mortgage-related securities subject to the rating and quality requirements
specified with respect to each such Fund. Mortgage pass-through securities are
securities representing interests in "pools" of mortgages in which payments of
both interest and principal on the securities are made monthly, in effect,
"passing through" monthly payments made by the individual borrowers on the
mortgage loans which underlie the securities (net of fees paid to the issuer or
guarantor of the securities). Early repayment of principal on mortgage
pass-through securities (arising from prepayments of principal due to sale of
the underlying property, refinancing, or foreclosure, net of fees and costs
which may be incurred) may expose a Fund to a lower rate of return upon
reinvestment of principal. Also, if a security subject to prepayment has been
purchased at a premium, in the event of prepayment the value of the premium
would be lost. As with other fixed-income securities, when interest rates rise,
the value of mortgage-related securities generally will decline; however, when
interest rates decline, the value of mortgage-related securities with prepayment
features may not increase as
<PAGE> 142
28 ING FUNDS TRUST
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much as other fixed-income securities. In recognition of this prepayment risk to
investors, the Public Securities Association (the "PSA") has standardized the
method of measuring the rate of mortgage loan principal prepayments. The PSA
formula, the Constant Prepayment Rate or other similar models that are standard
in the industry will be used by the Funds in calculating maturity for purposes
of investment in mortgage-related securities. The inverse relation between
interest rates and value of fixed income securities will be more pronounced with
respect to investments by the Fund in mortgage-related securities, the value of
which may be more sensitive to interest rate changes.

The Funds may invest in both sponsored and unsponsored ADR programs. There
are certain risks associated with investments in unsponsored ADR programs.
Because the non-U.S. company does not actively participate in the creation of
the ADR program, the underlying agreement for service and payment will be
between the depository and the shareholder. The company issuing the stock
underlying the ADR pays
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ING FUNDS TRUST 29
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nothing to establish the unsponsored facility, as fees for ADR issuance and
cancellation are paid by brokers. Investors directly bear the expenses
associated with certificate transfer, custody and dividend payment.

Convertible and Exchangeable Securities (All Funds). The Funds are
permitted to invest in convertible and exchangeable securities, subject to the
rating and quality requirements specified with respect to each such Fund.
Convertible securities generally offer fixed interest or dividend yields and may
be converted either at a stated price or stated rate for common or preferred
stock. Exchangeable securities may be exchanged on specified terms for common or
preferred stock. Although to a lesser extent than with fixed income securities
generally, the market value of convertible securities tends to decline as
interest rates increase and, conversely, tends to increase as interest rates
decline. In addition, because of the conversion or exchange feature, the market
value of convertible or exchangeable securities tends to vary with fluctuations
in the market value of the underlying common or preferred stock. Debt securities
that are convertible into or exchangeable for preferred or common stock are
liabilities of the issuer but are generally subordinated to senior debt of the
issuer.

could be impaired because of future political and economic developments, that
the obligations may be less marketable than comparable obligations of United
States banks, that a foreign jurisdiction might impose withholding taxes on
interest income payable on those obligations, that foreign deposits may be
seized or nationalized, that foreign governmental restrictions such as exchange
controls may be adopted which might adversely affect the payment of principal
and interest on those obligations and that the selection of those obligations
may be more difficult because there may be less publicly available information
concerning foreign banks, or that the accounting, auditing and financial
reporting standards, practices and requirements applicable to foreign banks may
differ from those applicable to United States banks. Foreign banks are not
subject to examination by any United States Government agency or
instrumentality.

The Funds may write put and call options on securities only if they are
covered, and such options must remain covered as long as the Fund is obligated
as a writer. A call option is covered if a Fund owns the underlying security
covered by the call or has an absolute and immediate right to acquire that
security without additional cash consideration (or for additional cash
consideration if the underlying security is held in a segregated account by its
custodian) upon conversion or
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ING FUNDS TRUST 31
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exchange of other securities held in its portfolio. A put option is covered if a
Fund maintains liquid assets with a value equal to the exercise price in a
segregated account with its custodian.

Dollar Roll Transactions (ING Growth & Income Fund, ING Balanced Fund and
ING Emerging Markets Equity Fund). The Funds may enter into dollar roll
transactions wherein the Fund sells fixed income securities, typically
mortgage-backed securities, and makes a commitment to purchase similar, but not
identical, securities at a later date from the same party. Like a forward
commitment, during the roll period no payment is made for the securities
purchased and no interest or principal payments on the security accrue to the
purchaser, but a Fund assumes the risk of ownership. A Fund is compensated for
entering into dollar roll transactions by the difference between the current
sales price and the forward price for the future purchase, as well as by the
interest earned on the cash proceeds of the initial sale. Like other when-issued
securities or firm commitment agreements, dollar roll transactions involve the
risk that the market value of the securities sold by the Funds may decline below
the price at which a Fund is committed to purchase similar securities. In the
event the buyer of securities under a dollar roll transaction becomes insolvent,
the Funds' use of the proceeds of the transaction may be restricted pending a
determination by the other party, or its trustee or receiver, whether to enforce
the Funds' obligation to repurchase the securities. The Funds will engage in
roll transactions primarily for the purpose of acquiring securities for its
portfolio and not for investment leverage.

Swap agreements may involve leverage and may be highly volatile; depending
on how they are used, they may have a considerable impact on the Fund's
performance. Swap agreements involve risks depending upon the counterparties
<PAGE> 146
32 ING FUNDS TRUST
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creditworthiness and ability to perform as well as the Fund's ability to
terminate its swap agreements or reduce its exposure through offsetting
transactions. The Sub-Advisers monitor the creditworthiness of counterparties to
these transactions and intend to enter into these transactions only when they
believe the counterparties present minimal credit risks and the income expected
to be earned from the transaction justifies the attendant risks.

Futures, Related Options and Options on Stock Indices (All Funds). The
Funds may attempt to reduce the risk of investment in equity securities by
hedging a portion of its portfolio through the use of certain futures
transactions, options on futures traded on a board of trade and options on stock
indices traded on national securities exchanges. A Fund may hedge a portion of
its portfolio by purchasing such instruments during a market advance or when the
Sub-Adviser anticipates an advance. In attempting to hedge a portfolio, the
Funds may enter into contracts for the future delivery of securities and futures
contracts based on a specific security, class of securities or an index,
purchase or sell options on any such futures contracts, and engage in related
closing transactions. The Funds will use these instruments primarily as a hedge
against changes resulting from market conditions in the values of securities
held in its portfolio or which it intends to purchase.

The Funds may enter into foreign currency forward contracts or currency
futures for the purchase or sale of foreign currency to "lock in" the U.S.
dollar price of the securities denominated in a foreign currency or the U.S.
dollar value of interest and dividends to be paid on such securities, or to
hedge against the possibility that the currency of a foreign country in which
the Fund has investments may suffer a decline against the U.S. dollar or against
another foreign currency. The Funds may choose to lock in the price of
securities or dividends or interest to be received in a currency other than the
U.S. dollar when the Sub-Adviser believes that doing so is in the best interest
of the Fund. In addition, when the Sub-Adviser believes that the currency of a
particular country (the "hedged currency") may suffer a substantial decline
against the U.S. dollar or against a major foreign currency, such as the
Deutschemark or the European Currency Unit, it may enter into a forward or
futures contract to sell, for a fixed amount of U.S. dollars or such currency,
as the case may be, the amount of that currency approximating the value of some
or all of the Funds' portfolio securities denominated in the hedged currency
(called a "short" position). The Fund may attempt to accomplish objectives
similar to those described above with respect to forward and futures contracts
for currency by means of purchasing put or call options traded on exchanges. 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 for the
contract. This method of attempting to hedge the value of the Funds' portfolio
securities against a decline in the value of a currency does not eliminate
fluctuations in the underlying prices of the securities. Although the strategy
of engaging in foreign currency transactions could reduce the risk of loss due
to a decline in the value of the hedged currency, it could also limit the
potential gain from an increase in the value of the currency. The Funds do not
intend to maintain a net exposure to such contracts where the fulfillment of the
Funds' obligations under such contracts would obligate the Funds to deliver an
amount of foreign currency in excess of the value of the Fund's portfolio
securities or other assets denominated in the currency. The Funds will not enter
into these contracts for speculative purposes and will not enter into
non-hedging currency contracts. These contracts involve a risk of loss if the
Sub-Adviser fail to predict currency values correctly.

when securities are purchased by a Fund with payment and delivery taking place
in the future in order to secure what is considered to be an advantageous price
and yield to the Fund at the time of entering into the transaction. A forward
commitment transaction is an agreement by a Fund to purchase or sell securities
at a specified future date. When a Fund engages in these transactions, the Fund
relies on the buyer or seller, as the case may be, to consummate the sale.
Failure to do so may result in the Fund missing the opportunity to obtain a
price or yield considered to be advantageous. When-issued and delayed-delivery
transactions and forward commitment transactions may be expected to occur a
month or more before delivery is due. However, no payment or delivery is made by
a Fund until it receives payment or delivery from the other party to the
transaction. A separate account containing only liquid assets equal to the value
of purchase commitments will be maintained until payment is made. Such
securities have the effect of leverage on the Funds and may contribute to
volatility of a Fund's net asset value. For further information, see the SAI.

Borrowing (All Funds). Each Fund may borrow up to 33 1/3% of its net
assets to purchase securities and for temporary purposes. Leveraging by means of
borrowing will exaggerate the effect of any increase or decrease in the value of
portfolio securities on a Fund's net asset value; 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. The use of borrowing
tends to result in a faster than average movement, up or down, in the net asset
value of a Fund's shares. The Funds also may be required to maintain minimum
average balances in connection with such borrowing or to pay a commitment or
other fee to maintain a line of credit; either of these requirements would
increase the cost of borrowing over the stated interest rate.

RISKS OF INVESTING IN THE FUNDS

In addition to these risks, Equity REITs may be affected by changes in the
value of the underlying property owned by the trusts, while Mortgage REITs may
be affected by the quality of any credit they extend. Further, Equity REITs and
Mortgage REITs are dependent upon management skills and generally may not be
diversified. Equity REITs and Mortgage REITs are also subject to heavy cash flow
dependency, defaults by borrowers and self-liquidation. In addition, Equity
REITs and Mortgage REITs could possibly fail to qualify for tax-free
pass-through of income under the Code or to maintain their exemptions from
registration under the 1940 Act. The above factors may also adversely affect a
borrower's or a lessee's ability to meet its obligations to the REIT. In the
event of a default by a borrower or lessee, the REIT may experience delays in
enforcing its rights as a mortgagee or lessor and may incur substantial costs
associated with protecting its investments. In addition to the foregoing risks,
certain "special purpose" REITs in which the Fund invests may invest their
assets in specific real estate sectors, such as hotel REITs, nursing home REITs
or warehouse REITs, and are therefore subject to the risks associated with
adverse developments in any such sectors.

The Funds' successful use of stock index futures contracts, options on such
contracts and options on indices depends upon the ability of the Sub-Adviser to
predict the direction of the market and is subject to various additional risks.
The correlation between movements in the price of the futures contract and the
price of the securities being hedged is imperfect and the risk from imperfect
correlation increases in the case of stock index futures as the composition of
the Funds' portfolios diverge from the composition of the relevant index. Such
imperfect correlation may prevent the Funds from achieving the intended hedge or
may expose the Funds to risk of loss. In addition, if the Funds purchase futures
to hedge against market advances before they can invest in common stock in an
advantageous manner and the market declines, the Funds might create a loss on
the futures contract. Particularly in the case of options on stock index futures
and on stock indices, the Funds' ability to establish and maintain positions
will depend on market liquidity. The successful utilization of options and
futures transactions requires skills different from those needed in the
selection of the Funds' portfolio securities. The Funds believe that the
Sub-Adviser possesses the skills necessary for the successful utilization of
such transactions.

Non-diversified Investment Companies. The ING Global Brand Names Fund, the
ING Focus Fund and the ING Global Real Estate 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 single issuer. The investment of a large
percentage of a Fund's assets in the securities of a small number of issuers may
cause that Fund's share price to fluctuate more than that of a diversified
investment company.

Concentration. The ING Global Information Technology Fund and ING Global
Real Estate Fund "concentrate" (for purposes of the 1940 Act) their assets in
securities related to a particular sector or industry, which means that at least
25% of its assets will be invested in these assets 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.

Year 2000. Like other funds and business organizations around the world,
the Funds could be adversely affected if the computer systems used by the
Manager and the Funds' other service providers do not properly process and
calculate date-related information for the Year 2000 and beyond. The Funds have
been informed that the Manager, and the Funds' other service providers (i.e.,
Sub-Adviser, Administrator, Transfer Agent, Fund Accounting Agent, Distributor
and Custodian) have developed and are implementing clearly defined and
documented plans to minimize the risk associated with the Year 2000 problem.
These plans include the following activities: inventorying of software systems,
determining inventory items that may not function properly after December 31,
1999, reprogramming or replacing such systems and retesting for Year 2000
readiness. In addition, the service providers are obtaining assurances from
their vendors and suppliers in the same manner. Non-compliant Year 2000 systems
upon which the Funds are dependent may result in errors and account maintenance
failures. The Funds have no reason to believe that (i) the Year 2000 plans of
the Manager and the Funds' other service providers will not be completed by
December, 1999, and (ii) the costs currently associated with the implementation
of their plans will have material adverse impact on the business, operations or
financial condition of the Funds or their service providers.

OTHER INFORMATION

CAPITALIZATION

ING Funds Trust was organized as a Delaware business trust on July 30, 1998
and currently consists of 20 separately managed portfolios, each of which is
divided into Class A, B, C, and X shares, except for the ING National Tax-Exempt
Bond Fund, which is not offering Class X shares. The Board of Trustees may
establish additional portfolios in the future. The capitalization of the Funds
consists solely of an unlimited number of shares of beneficial interest with a
par value of $0.001 each. When issued, shares of the Funds are fully paid,
non-assessable and freely transferable.

VOTING

PERFORMANCE INFORMATION

ACCOUNT SERVICES

CUSTODIAN

CODE OF ETHICS

COUNSEL

Paul, Weiss, Rifkind, Wharton & Garrison serves as counsel for the Trust
and from time to time provides advice to the Manager.

SHAREHOLDER INQUIRIES

All written shareholder inquiries should be directed to the Funds at ING
Funds, P.O. Box 419416, Kansas City, MO 64141-6416. Alternatively, you may call
the Funds at 1-877-INFO-ING.
<PAGE> 154

Rule 497(c)
Registration No. 333-59745

ING FUNDS TRUST PROSPECTUS
P.O. BOX 1239
MALVERN, PA 19355-9836
GENERAL & ACCOUNT INFORMATION: 1-877-INFO-ING OR 1-877-463-6464

This Prospectus describes four funds (each, a "Fund" and, collectively, the
"Funds") of the ING Funds Trust (the "Trust"), managed by ING Mutual Funds
Management Co. LLC, a Delaware limited liability company (the "Manager"). The
Manager has delegated certain of its investment advisory activities to the
sub-advisers described herein (each a "Sub-Adviser", and collectively, the
"Sub-Advisers"). The Manager and its Sub-Advisers are wholly-owned indirect
subsidiaries of ING Groep, N.V. ("ING Group"). The Funds and their investment
objectives are:

The ING Intermediate Bond Fund seeks to provide investors with a high level
of current income consistent with the preservation of capital and liquidity.

The ING High Yield Bond Fund seeks to provide investors with a high level
of current income and total return.

The ING International Bond Fund is a non-diversified fund that seeks to
provide investors with high total return.

The ING Mortgage Income Fund seeks to provide investors with long-term
income consistent with preservation of capital.

October 30, 1998
<PAGE> 155

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
HIGHLIGHTS.................................................. 1
FUND EXPENSES............................................... 4
THE INVESTMENT POLICIES AND PRACTICES OF THE FUNDS.......... 7
MANAGEMENT OF THE FUNDS..................................... 9
FUND SHARE VALUATION........................................ 12
PURCHASE OF FUND SHARES..................................... 13
REDEMPTION OF FUND SHARES................................... 14
EXCHANGE OF FUND SHARES..................................... 15
DIVIDENDS, DISTRIBUTIONS AND TAX MATTERS.................... 16
DESCRIPTION OF SECURITIES AND INVESTMENT PRACTICES.......... 17
RISKS OF INVESTING IN THE FUNDS............................. 26
OTHER INFORMATION........................................... 29
</TABLE>
<PAGE> 156
ING FUNDS TRUST 1
- --------------------------------------------------------------------------------

HIGHLIGHTS

THE FUNDS

INVESTMENT OBJECTIVES AND POLICIES OF THE FUNDS

This Prospectus describes four funds managed by ING Mutual Funds Management
Co. LLC (the "Manager") and sub-advised by the applicable Sub-Adviser. Each Fund
has a distinct investment objective and policies. There can be no assurance that
any Fund will achieve its investment objective.

INVESTMENT RISKS

For additional information concerning the risks of investing in the Funds,
see "Risks of Investing in the Funds."

MANAGEMENT OF THE FUNDS

Baring International Investment Limited ("BIIL"), Baring International
Investment (Far East) Limited ("BIFL") and Baring Asset Management, Inc ("BAM")
serve as co-sub-advisers to the ING International Bond Fund. ING Investment
Management LLC ("IIM") serves as sub-adviser to the ING Intermediate Bond Fund,
ING High Yield Bond Fund and ING Mortgage Income Fund. BIIL, BIFL, BAM and IIM
may be referred to herein individually as a "Sub-Adviser" and collectively as
the "Sub-Advisers." For their services, the Sub-Advisers receive a fee from the
Manager based on their respective Fund's average daily net assets. See
"Management of the Funds -- the Sub-Advisers."

OTHER SERVICE PROVIDERS

CLASSES OF SHARES

The Funds offer investors a choice among multiple classes of shares with
different sales charges and expenses. In selecting which class of shares to
purchase, you should consider, among other things, (i) the length of time you
expect to hold your investment, (ii) the amount of any applicable sales charge
(whether imposed at the time of purchase or redemption) and Rule 12b-1 fees, as
noted below, (iii) whether you qualify for any reduction or waiver of any
applicable sales charge, (iv) the various exchange privileges among the
different classes of shares and (v) the fact that Class B and X shares
automatically convert to Class A shares after eight years. The Class X shares
are offered in this Prospectus and may be purchased only by certain qualified
investors (including, but not limited to, IRAs, Roth IRAs, Education IRAs, SEP
IRAs, Simple IRAs and 403(b)(7) plans).

Bonus Shares as part of its services to the Funds. Shares purchased by the
reinvestment of dividends or capital gains distributions are not eligible for
Bonus Shares. Class X shares are also subject to a higher annual Rule 12b-1 fee
than Class A shares -- up to 0.75% of the Fund's average daily net assets
attributable to Class X shares. However, after eight years, Class X shares
automatically will be converted to Class A shares at no charge to the investor,
resulting in a lower Rule 12b-1 fee thereafter. Class X shares provide the
benefit of putting all dollars to work from the time of investment, but will
have a higher expense ratio and may pay lower dividends than Class A shares due
to the higher Rule 12b-1 fee and any other class specific expenses. See
"Purchase of Fund Shares."

All Classes. Each Class of shares is also subject to shareholder servicing
fees of up to 0.25% of average daily net assets attributable to such shares and
account servicing fees of up to 0.25% of average daily net assets attributable
to such shares. See "Management of the Funds -- Shareholder Servicing Plan" and
"Management of the Funds -- Fund Accountant, Transfer Agent and Account
Services."
<PAGE> 159
4 ING FUNDS TRUST
- --------------------------------------------------------------------------------

FUND EXPENSES

FEE TABLE

<TABLE>
<CAPTION>
ING INTERMEDIATE BOND FUND ING HIGH YIELD BOND FUND
-------------------------- ------------------------
CLASS X CLASS X
-------------------------- ------------------------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases
(as a percentage of offering price)....................... NONE NONE
Maximum Sales Charge Imposed on Reinvested Dividends
(as a percentage of offering price)....................... NONE NONE
Maximum Contingent Deferred Sales Charge
(as a percentage of the lesser of the net asset value
at the time of redemption or at the time of purchase)
(1)....................................................... 5.00% 5.00%
ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF
AVERAGE DAILY NET ASSETS)
Management Fees (after waivers)*............................ 0.13% 0.16%
12b-1 Fees.................................................. 0.75% 0.75%
Shareholder Servicing Fees.................................. 0.25% 0.25%
Other Expenses (after waivers)**............................ 0.59% 0.59%
---- ----
TOTAL FUND OPERATING EXPENSES (AFTER WAIVERS)***............ 1.72% 1.75%
==== ====
</TABLE>

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

<TABLE>
<S> <C>
(1) If you purchase Class X shares, you do not pay an initial
sales charge but you may incur a CDSC if you redeem some or
all of your Class X shares before the end of the sixth year
after which you purchased such shares. The CDSC for
redemptions occurring in years one through six,
respectively, is 5%, 4%, 4%, 3%, 2% and 1% of the lesser of
the net asset value of the shares at the time of redemption
or at the time of purchase. The CDSC is not imposed on the
amount of any increase in your account value over the amount
invested. No CDSC is charged after the sixth year. For a
discussion of the Class X CDSC, see this Prospectus under
"Purchase of Fund Shares."
* Management Fees consisting of investment advisory and
administrative fees (before waivers) for the ING
Intermediate Bond Fund and the ING High Yield Bond Fund
would be 0.50% and 0.65% annually of the average daily net
assets for each Fund, respectively. The fee waivers
reflected in the table are voluntary and may be modified or
terminated at any time without the Funds' consent.
** Under the Fund Services Agreement, each Fund may pay ING
Fund Services annually up to $40,000 for fund accounting
services plus out-of-pocket expenses, $17 per an account for
transfer agency services plus out-of-pocket expenses and up
to 0.25% of the Fund's average daily net assets annually for
account servicing activities. Each Fund currently waives
0.15% of such fees. ING Fund Services may engage third
parties to perform some or all of these services. The fee
waivers are voluntary and may be modified or terminated at
any time without the Funds' consent. (See "Management of the
Funds -- Fund Accountant, Transfer Agent and Account
Services" in the Prospectus.)
*** Total Fund Operating Expenses (before waivers) would be
2.24% for Class X shares of the ING Intermediate Bond Fund
and 2.39% for Class X shares of the ING High Yield Bond
Fund.
</TABLE>
<PAGE> 160
ING FUNDS TRUST 5
- --------------------------------------------------------------------------------

FEE TABLE

<TABLE>
<CAPTION>
ING INTERNATIONAL BOND FUND ING MORTGAGE INCOME FUND
--------------------------- ------------------------
CLASS X CLASS X
--------------------------- ------------------------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases
(as a percentage of offering price)....................... NONE NONE
Maximum Sales Charge Imposed on Reinvested Dividends
(as a percentage of offering price)....................... NONE NONE
Maximum Contingent Deferred Sales Charge
(as a percentage of the lesser of the net asset value at
the time of redemption or at the time of purchase) (1).... 5.00% 5.00%
ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF
AVERAGE DAILY NET ASSETS)
Management Fees (after waivers)*............................ 0.25% 0.13%
12b-1 Fees.................................................. 0.75% 0.75%
Shareholder Servicing Fees.................................. 0.25% 0.25%
Other Expenses (after waivers)**............................ 0.88% 0.58%
---- ----
TOTAL FUND OPERATING EXPENSES (AFTER WAIVERS)***............ 2.13% 1.71%
==== ====
</TABLE>

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

<TABLE>
<S> <C>
(1) If you purchase Class X shares, you do not pay an initial
sales charge but you may incur a CDSC if you redeem some or
all of your Class X shares before the end of the sixth year
after which you purchased such shares. The CDSC for
redemptions occurring in years one through six,
respectively, is 5%, 4%, 4%, 3%, 2% and 1% of the lesser of
the net asset value of the shares at the time of redemption
or at the time of purchase. The CDSC is not imposed on the
amount of any increase in your account value over the amount
invested. No CDSC is charged after the sixth year. For a
discussion of the Class X CDSC, see this Prospectus under
"Purchase of Fund Shares."
* Management Fees consisting of investment advisory and
administrative fees (before waivers) for the ING
International Bond Fund and ING Mortgage Income Fund would
be 1.00% and 0.50% annually of the average daily net assets
for each Fund, respectively. The fee waivers reflected in
the table are voluntary and may be modified or terminated at
any time without the Funds' consent.
** Under the Fund Services Agreement, each Fund may pay ING
Fund Services annually up to $40,000 for fund accounting
services plus out-of-pocket expenses, $17 per an account for
transfer agency services plus out-of-pocket expenses and up
to 0.25% of the Fund's average daily net assets annually for
account servicing activities. Each Fund currently waives
0.15% of such fees. ING Fund Services may engage third
parties to perform some or all of these services. The fee
waivers are voluntary and may be modified or terminated at
any time without the Funds' consent. (See "Management of the
Funds -- Fund Accountant, Transfer Agent and Account
Services" in the Prospectus.)
*** Total Fund Operating Expenses (before waivers) would be
3.03% for Class X shares of the ING International Bond Fund
and 2.23% for Class X shares of the ING Mortgage Income
Fund.
</TABLE>
<PAGE> 161
6 ING FUNDS TRUST
- --------------------------------------------------------------------------------

EXPENSE EXAMPLES:

The following table is provided to assist you in understanding the various
costs and expenses that you would bear directly or indirectly as an investor in
the Fund(s).

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

THE EXAMPLES PROVIDED SHOULD NOT BE CONSIDERED AS A REPRESENTATION OF THE
FUNDS' PAST OR FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN
THOSE SHOWN. IN ADDITION, WHILE THE EXAMPLES ASSUME A 5% ANNUAL RETURN, EACH
FUND'S ACTUAL PERFORMANCE WILL VARY AND MAY RESULT IN AN ACTUAL RETURN THAT IS
GREATER OR LESS THAN 5%.
<PAGE> 162
ING FUNDS TRUST 7
- --------------------------------------------------------------------------------

THE INVESTMENT POLICIES AND PRACTICES OF THE FUNDS

Each Fund follows its own investment policies and practices, including
certain investment restrictions. The "Investment Restrictions" section of the
SAI contains specific investment restrictions (the "Investment Restrictions")
which govern each Fund's investments. Each Fund's investment objective and
certain Investment Restrictions are fundamental policies which may not be
changed without a vote of a majority of the outstanding shares, as defined under
the 1940 Act, of the affected Fund. Except for the objectives and those
restrictions specifically identified as fundamental, all other investment
policies and practices described in this Prospectus and in the SAI are not
fundamental, and may therefore be changed by the Board of Trustees without
shareholder approval. There can be no assurance that any Fund will achieve its
investment objective.

Any remaining Fund assets may be invested in: (i) securities denominated in
U.S. dollars or foreign currencies which are rated below investment grade; (ii)
obligations issued or guaranteed as to principal and interest by the U.S.
<PAGE> 163
8 ING FUNDS TRUST
- --------------------------------------------------------------------------------

Government or its agencies and instrumentalities; (iii) obligations
(certificates of deposit, time deposits, and bankers' acceptances) of commercial
banks, savings and loan institutions, and U.S. and foreign branches of foreign
banks that have total assets of $500 million or more as shown on their last
published financial statements at the time of investment; (iv) mortgage-backed
securities rated in the highest three rating categories by a NRSRO; (v)
asset-backed securities rated in the highest three rating categories by a NRSRO;
(vi) receipts; and (vii) Guaranteed Insurance Contracts ("GICs"). The Fund may
invest or hold a portion of its assets in U.S. dollars and foreign currencies,
including multinational currency units. Normally, a portion of the Fund's total
assets is held in U.S. dollars.

The Fund is non-diversified for purposes of the 1940 Act, which means that
it is not limited by the 1940 Act in the proportion of its assets that it may
invest in the obligations of a single issuer.

In order to meet liquidity needs or for temporary defensive purposes, each
Fund may invest up to 100% of its assets in fixed income securities, money
market securities, certificates of deposit, bankers' acceptances, commercial
paper or in equity securities which in the Sub-Adviser's opinion are more
conservative than the types of securities that the Fund typically invests in. To
the extent the Funds are engaged in temporary or defensive investments, a Fund
will not be pursuing its investment objective.

It is the intention of the Funds, unless otherwise indicated, that with
respect to their respective policies that are the result of the application of
law, the Funds will use to their
<PAGE> 164
ING FUNDS TRUST 9
- --------------------------------------------------------------------------------

maximum advantage the flexibility that may exist as a result of rules or
interpretations of the SEC of such laws currently in existence or amended or
promulgated in the future.

The types of securities and investment practices used by the Funds are
described in greater detail at "Description of Securities and Investment
Practices."

MANAGEMENT OF THE FUNDS

THE MANAGER

Under the Management Agreement, the Manager has overall responsibility,
subject to the supervision of the Board of Trustees, for engaging sub-advisers
and for monitoring and evaluating the management of the assets of each Fund by
the Sub-Adviser. The Manager is also responsible for monitoring and evaluating
the Sub-Advisers on a periodic basis, and will consider their performance
records with respect to the investment objectives and policies of each Fund. The
Manager also provides certain administrative services necessary for the Funds'
operations including: (i) coordination of the services performed by the Funds'
custodian, independent auditors and legal counsel; (ii) regulatory compliance,
including the compilation of information for documents such as reports to, and
filings with, the SEC; (iii) preparation of proxy statements and shareholder
reports for the Funds; (iv) general supervision relative to the compilation of
data required for the preparation of periodic reports distributed to the Funds'
Officers and Board of Trustees; and (v) furnishing office space and certain
facilities required for conducting the business of the Funds.

The Trust pays the Manager for its services under the Management Agreement
a fee, payable monthly, based on the average daily net assets of each Fund at
the following annual rates:

THE SUB-ADVISERS

Pursuant to the Sub-Advisory Agreements, the Manager (not the Trust) pays
to the Co-Sub-Advisers a monthly fee based on the average daily net assets of
the Fund at an annual rate of 0.50%.

The figures following show past performance of the Co-Sub-Advisers in
managing accounts with investment objectives, policies, styles and techniques
substantially similar though not identical to those of the ING International
Bond Fund. The performance is not necessarily representative of the past
performance of the above-referenced team or any individual of the team.
Information presented is based on performance data provided by the
Co-Sub-Advisers. The past performance does not represent the ING International
Bond Fund's performance, as it is newly organized and has no performance record
of its own. The table shows the total returns for a composite of the actual
performance of international fixed income accounts managed by the
Co-Sub-Advisers for various periods ended September 30, 1998, as adjusted for
the projected annual expenses for the ING International Bond Fund's Class X
shares during its initial fiscal period as set forth in the Fee Table in this
Prospectus. The amounts shown assume redemption of Fund shares at the end of
each period indicated. Included for comparison purposes are performance figures
of the Salomon Brothers World Government Bond Non-U.S. Dollar Index ("SWGB
ex-U.S. $ Index"), an unmanaged market index. The performance shown below is
calculated in accordance with established Securities and Exchange Commission
rules and guidelines.

The composite is made up of unregistered accounts that are not subject to
diversification and other requirements that apply to mutual funds under
applicable securities, tax and other laws that, if applicable, may have
adversely affected performance. As a result, portfolio management strategies
used on the composite and those used on the ING International Bond Fund may vary
in some respects. The information should not be considered a prediction of the
future performance of the ING International Bond Fund. The actual performance
may be higher or lower than that shown.

ANNUALIZED RATES OF RETURN FOR
PERIODS ENDING SEPTEMBER 30, 1998

INTERNATIONAL BOND COMPOSITE

<TABLE>
<CAPTION>
SWGB
EX-U.S.$
CLASS X INDEX
------- --------
<S> <C> <C>
1 Year 12.84% 10.35%
3 Years 10.73% 4.41%
5 Years 9.99% 7.20%
10 Years 11.28% 9.13%
</TABLE>

Pursuant to the Sub-Advisory Agreement, the Manager (not the Trust) pays to
IIM a monthly fee based on the average daily net assets of each Fund at the
following annual rates:

THE DISTRIBUTOR

ING Funds Distributor, Inc. acts as distributor and is located at 18 Campus
Boulevard, Suite 200, Newtown Square, PA 19073. As distributor, the Distributor
sells shares of each Fund on behalf of the Trust.
<PAGE> 166
ING FUNDS TRUST 11
- --------------------------------------------------------------------------------

FUND ACCOUNTANT, TRANSFER AGENT AND ACCOUNT SERVICES

ING Fund Services has entered into a Fund Services Agreement with the Funds
pursuant to which ING Fund Services will perform or engage third parties to
perform transfer agency, fund accounting, account services and other services.
Under the Fund Services Agreement, each Fund may pay ING Fund Services annually
up to $40,000 for fund accounting services plus out-of-pocket expenses, $17 per
an account for transfer agency services plus out-of-pocket expenses and up to
0.25% of the Fund's average daily net assets annually for account servicing
activities. ING Fund Services may engage third parties to perform some or all of
these services. Account servicing may include, but is not limited to, (i)
maintaining shareholder accounts; (ii) preparing shareholders statements,
confirmations and shareholder lists; (iii) mailing shareholder statements,
confirmations, prospectuses, statements of additional information, annual and
semi-annual reports and proxy statements; (iv) tabulating proxies; (v)
disbursement of dividends and other distributions; (vi) withholding taxes on
U.S. resident and non-resident accounts where applicable; (vii) preparation and
filing of U.S. Treasury Department Forms 1099 and other appropriate forms by
applicable statutes, rules and regulations; and (viii) providing such other
similar services directly to shareholder accounts. ING Fund Services has
retained DST to act as the Funds' transfer agent and First Data to act as the
Funds' fund accounting agent. DST is located at 333 W. 11th Street, Kansas City,
MO 64105, and First Data is located at 4400 Computer Drive, Westborough, MA
01581-5120.

DISTRIBUTION EXPENSES

The higher distribution fee attributable to Class X shares is designed to
permit an investor to purchase such shares through registered representatives of
the Distributor and other broker-dealers without the assessment of an initial
sales charge and at the same time to permit the Distributor to compensate its
registered representatives and other broker-dealers in connection with the sale
of such shares. The distribution fee for all classes may be used by the
Distributor for the purpose of financing any activity which is primarily
intended to result in the sale of shares of the applicable Fund. For example,
such distribution fee may be used by the Distributor: (i) to compensate
broker-dealers, including the Distributor and its registered representatives,
for their sale of Fund shares, including the implementation of various incentive
programs with respect to broker-dealers, banks, and other financial
institutions, (ii) to pay an affiliated party of the Distributor for interest
and other borrowing costs incurred by the Distributor; and (iii) to pay other
advertising and promotional expenses in connection with the distribution of Fund
shares. These advertising and promotional expenses include, by way of example
but not by way of limitation, costs of prospectuses for other than current
shareholders; preparation and distribution of sales literature; advertising of
any type; expenses of branch offices provided jointly by the Distributor and
affiliated companies; and compensation paid to and expenses incurred by
officers, employees or representatives of the Distributor or of other
broker-dealers, banks, or other financial institutions, including travel,
entertainment, and telephone expenses. If the Distribution Plan is terminated by
the Funds, the Board of Trustees may allow the Funds to pay the 12b-1 fees to
the Distributor for distributing shares before the Plan was terminated.

SHAREHOLDER SERVICING PLAN

OTHER EXPENSES

Each Fund bears all costs of its operations other than expenses
specifically assumed by the Manager. The costs borne by the Funds include, but
are not limited to, legal and auditing expenses; Trustees' fees and expenses;
insurance premiums; custodian; transfer agent, fund accounting and account
servicing fees and expenses (as paid through ING Fund Services to third party
agents); expenses incurred in acquiring or disposing of the Funds' portfolio
securities; expenses of registering and qualifying the Funds' shares for sale
with the SEC and with various state securities commissions; expenses of
obtaining quotations on the Funds' portfolio securities and pricing of the
Funds' shares; expenses of maintaining the Funds' legal existence and of
shareholders' meetings; and expenses of preparation and distribution to existing
shareholders of reports, proxies and prospectuses. Expenses of the Funds
directly attributable to a Fund are
<PAGE> 167
12 ING FUNDS TRUST
- --------------------------------------------------------------------------------

charged to that Fund; other expenses are allocated proportionately among all of
the Funds in relation to the net assets of each Fund.

PORTFOLIO TRANSACTIONS

Pursuant to the Sub-Advisory Agreements, the Sub-Adviser places orders for
the purchase and sale of portfolio investments for the Funds' accounts with
brokers or dealers selected by it in its discretion. In effecting purchases and
sales of equity and debt securities for the account of the Funds, the
Sub-Adviser will seek the best execution of the Funds' orders. Purchases and
sales of portfolio debt securities for the Funds are generally placed by the
Sub-Adviser with primary market makers for these securities on a net basis,
without any brokerage commission being paid by the Funds. Trading of portfolio
debt securities does, however, involve transaction costs. Transactions with
dealers serving as primary market makers reflect the spread between the bid and
asked prices. As permitted by Section 28(e) of the Securities Exchange Act of
1934, the Sub-Adviser may cause a Fund to pay a broker-dealer which provides
"brokerage and research services" (as defined in the Act) to the Sub-Adviser an
amount of disclosed commissions for executing a securities transaction for the
Funds in excess of the commissions another broker-dealer would have charged if
the Sub-Adviser believes the commission paid is reasonable in relation to the
value of the brokerage and research services received by the Sub-Adviser.
Broker-dealers are selected on the basis of a variety of factors such as
reputation, capital strength, size and difficulty of order, sale of Fund shares
and research provided to the Sub-Adviser. The Sub-Adviser may allocate purchase
and sales orders for portfolio securities to broker-dealers that are affiliated
with the Manager, the Sub-Adviser or Distributor in agency transactions, if the
Sub-Adviser believes the quality of the transaction and commissions are
comparable to what they would be with other qualified brokerage firms.

FUND SHARE VALUATION

With respect to options contracts entered into by a Fund, the premium
received is recorded as an asset and equivalent liability, and thereafter the
liability is adjusted to the market value of the option determined in accordance
with the preceding paragraph. The premium paid for an option purchased by the
Fund is recorded as an asset and subsequently adjusted to market value.
<PAGE> 168
ING FUNDS TRUST 13
- --------------------------------------------------------------------------------

PURCHASE OF FUND SHARES

HOW TO PURCHASE SHARES

DESCRIPTION OF CLASS X SHARES

General Information. Class X shares are currently only offered to certain
"Qualified" purchasers (including, but not limited to, IRAs, Education IRAs, SEP
IRAs, Simple IRAs and 403(b)(7) plans). Any request for "Non-Qualified"
purchases of Class X shares up to, but not including, $1,000,000 will normally
be considered as a purchase request for Class B shares or declined. Any request
for "Non-Qualified" purchases of Class X shares for $1,000,000 or more will be
considered as a purchase request for Class A shares or declined, because it is
more advantageous for an investor to purchase Class A shares for such amounts.

The public offering price of Class X shares is the net asset value of the
applicable Fund's shares. In addition, investors purchasing Class X shares will
receive, as a bonus, additional shares having a value equal to 2.00% of the
amount invested. The Distributor has undertaken to pay for the Bonus Shares as
part of its services to the Funds. The Distributor expects to recover costs
associated with its purchases of Bonus Shares through fees received under the
Class X Distribution Plan discussed below. Shares purchased by the reinvestment
of dividends or capital gain distributions are not eligible for Bonus Shares.

Although Class X shares are sold without an initial sales charge, a CDSC
will be imposed if shares are redeemed within six years of purchase. The Class X
CDSC will not apply to redemptions of Bonus Shares or shares purchased by the
reinvestment of dividends or capital gains distributions and may be waived under
certain circumstances described below. The Class X CDSC will be assessed on the
lesser of the net asset value of the shares at the time of redemption or at the
time of purchase. The Class X CDSC will not be imposed on the amount of any
increase in your account value over the amount invested. The Class X CDSC is
paid to the Distributor to reimburse expenses incurred in providing
distribution-related services to the Fund in connection with the sale of Class X
shares. Although Class X shares are sold without an initial sales charge, the
Distributor normally pays a sales commission of 2.50% of the purchase price of
Class X shares to the dealer from its own resources at the time of the sale. The
Distributor, ING Funds Services and their agents may assign their right to
receive any Class X CDSC, certain distribution, shareholder servicing and
account servicing fees to an entity affiliated with the Manager that provides
funding for up-front sales commission payments.

To determine whether the Class X CDSC applies to a redemption, the Fund
redeems shares in the following order: (i) shares acquired by reinvestment of
dividends and capital gains distributions; (ii) shares (including Bonus Shares)
held for over six years; (iii) shares (not including Bonus Shares) in the order
they were purchased (such that shares held the longest are redeemed first); and
(iv) Bonus Shares in the order they were acquired (such that Bonus Shares held
the longest are redeemed first). The amount of the Class X CDSC will depend on
the number of years since the time you invested and the dollar amount being
redeemed, according to the following schedule:

<TABLE>
<CAPTION>
REDEMPTION DURING CLASS X CDSC
- ----------------- -------------
<S> <C>
lst year after purchase............... 5%
2nd year after purchase............... 4%
3rd year after purchase............... 4%
4th year after purchase............... 3%
5th year after purchase............... 2%
6th year after purchase............... 1%
</TABLE>

In the table, a "year" is a 12-month period. All purchases are considered
to have been made on the business day of the month in which the purchase was
made.
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Rule 12b-1 Fees. Pursuant to a Plan of Distribution adopted by each Fund
under Rule 12b-1 under the 1940 Act, each Fund pays the Distributor an annual
fee of up to 0.75% of average daily net assets attributable to that Fund's Class
X shares. This fee is higher than the amount paid in connection with the Class A
shares, but the same as the amount paid in connection with the Class B and Class
C shares of each Fund.

MINIMUM ACCOUNT BALANCE

REDEMPTION OF FUND SHARES

HOW TO REDEEM SHARES

Shareholders may redeem their shares, in whole or in part, on each day a
Fund is valued. Shares will be redeemed without charge (except any applicable
CDSC) at the net asset value next determined after a redemption request in good
order has been received by the applicable Fund. The CDSC applicable to the Class
X shares is described under "Purchase of Fund Shares." In the instance where a
shareholder owns more than one class of shares and the shares being redeemed are
not subject to the CDSC, those shares with the highest Rule 12b-1 fee will be
redeemed in full prior to any redemption of shares with a lower Rule 12b-1 fee.

Once the shares are redeemed, a Fund will ordinarily send the proceeds by
check to the shareholder at the address of record on the next business day. The
Funds may, however, take up to seven days to make payment. This will not be the
customary practice. Also, if the New York Stock Exchange is closed (or when
trading is restricted) for any reason other than the customary weekend or
holiday closing or if an emergency condition as determined by the SEC merits
such action, the Funds may suspend redemptions or postpone payment dates. No
interest to or additional dividends will be earned on amounts represented by
uncashed redemption checks.

By Mail. You may redeem your shares by sending a letter directly to ING
Funds, P.O. Box 419416, Kansas City, MO 64141-6416. To be accepted, a letter
requesting
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redemption must include: (i) the Fund name and account registration from which
you are redeeming shares; (ii) your account number; (iii) the amount to be
redeemed and (iv) the signatures of all registered owners. A signature guarantee
may be required as indicated below. Corporations, partnerships, trusts or other
legal entities will be required to submit additional documentation.

SIGNATURE GUARANTEES

A signature guarantee is designed to protect the investor, the Trust, the
Distributor, and their agents by verifying the signature of each investor
seeking to redeem, transfer, or exchange shares of ING Funds. Signature
guarantees are required for: (i) redemptions by mail in excess of $50,000; (ii)
redemptions by mail if the proceeds are to be paid to someone other than the
name(s) in which the account is registered; (iii) redemptions requesting
proceeds to be sent to a new address or an address that has been changed within
the past 15 days; (iv) requests to transfer the registration of shares to
another owner; and (v) written redemptions or exchanges of shares previously
reported as lost/abandoned property, whether or not the redemption amount is
under $50,000 or the proceeds are to be sent to the address of record. These
requirements may be waived or modified upon notice to shareholders.

REDEMPTION IN KIND

EXCHANGE OF FUND SHARES

HOW TO EXCHANGE SHARES

The Funds offer several convenient ways to exchange shares in one Fund for
shares in the same class of another Fund in the Trust. All exchanges will be
made based on the net asset value next determined following receipt of the
request by a Fund in good order. If a shareholder exchanges shares subject to a
CDSC (such as the Class X shares) for the same shares of a different ING Fund,
the transaction will not be subject to a CDSC. However, when shares acquired
through the exchange are redeemed out of the ING Family of Funds, then the
shareholder will be treated as if no exchange took place for the purpose of
determining the CDSC period and applying the CDSC.

A new account opened by exchange must be established with the same name(s),
address and social security number as the existing account. Before engaging in
an exchange transaction, a shareholder should read carefully the Prospectus
describing the Fund into which the exchange will occur, which is available
without charge and can be obtained by calling the Funds at 1-877-INFO-ING. A
shareholder may not exchange shares of one Fund for shares of another Fund if
the new Fund is not qualified for sale in the state of the shareholder's
residence. The Trust may terminate or amend the terms of the exchange privilege
at any time upon at least 60 days' prior written notice to shareholders of any
modification or termination of the exchange privilege.

An exchange is taxable as a sale of a security on which a gain or loss may
be recognized. Shareholders will receive
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16 ING FUNDS TRUST
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written confirmation of the exchange following completion of
the transaction. You may exchange your shares using any of the following
methods:

DIVIDENDS, DISTRIBUTIONS AND TAX MATTERS

DIVIDENDS AND DISTRIBUTIONS

The above described elections may be made either on the Account Application or
by calling the Funds at 1-877-INFO-ING.

TAX MATTERS

or judicial or administrative decisions or pronouncements may supersede or
affect the Funds' conclusions. The Funds do not believe that a multiple-class
structure having all of the features of the multiple-class structure of each of
the Funds has been considered by the IRS in other rulings. If dividends declared
and paid by a Fund on any class of shares were to be treated as "preferential,"
dividends paid by the Fund to shareholders on all classes, of shares during the
taxable year would become non-deductible. In this event, the Fund would not be
treated as a regulated investment company and the Fund would be taxed on its net
income, without any deductions for dividends paid to its shareholders. The
resulting federal and state income tax liability, and any related interest and
penalties, would be payable from and to the extent of such Fund's then available
assets and ultimately would be borne by all current shareholders. The treatment
of dividends declared and paid during the taxable year on any class of shares as
preferential, and the resulting failure of a Fund to be treated as a regulated
investment company, could have additional personal income tax consequences for
shareholders of the Fund, including the taxation of distributions as ordinary
income that otherwise would have been classified as net capital gains.

The Funds may be required to withhold for Federal income tax ("backup
withholding") 31% of the distributions and the proceeds of redemptions payable
to shareholders who fail to provide a correct taxpayer identification number or
to make required certifications, or where a Fund or shareholder has been
notified by the IRS that the shareholders is subject to backup withholding. Most
corporate shareholders and certain other shareholders specified in the Code are
exempt from backup withholding.

DESCRIPTION OF SECURITIES AND INVESTMENT PRACTICES

The following is a description of investment practices of the Funds and the
securities in which they may invest:

U.S. Government Securities (All Funds). U.S. Government securities are
obligations issued or guaranteed by the U.S. Government, its agencies or
instrumentalities. U.S. Government securities include debt securities issued or
guaranteed by U.S. Government-sponsored enterprises and federal agencies and
instrumentalities. Some types of U.S. Government securities are supported by the
full faith and credit of the United States Government or U.S. Treasury
guarantees, such as mortgage-backed certificates guaranteed by the GNMA. Other
types of U.S. Government securities, such as obligations of the Student Loan
Marketing Association, provide recourse only to the credit of the agency or
instrumentality issuing the obligation. In the case of obligations not backed by
the full faith and credit of the United States Government, the investor in the
obligation must look to the agency issuing or guaranteeing the obligation for
ultimate repayment.

commercial paper and corporate debt obligations of domestic issuers.

Collateralized Mortgage Obligations and Multiclass Pass-Through Securities
(All Funds). A collateralized mortgage obligation ("CMO") is a security issued
by a corporation or U.S. Government agency or instrumentality which is backed by
a portfolio of mortgages or mortgage-backed securities. The issuer's obligation
to make interest and principal payments is secured by the underlying portfolio
of mortgages or mortgage-backed securities. Multiclass pass-through securities
are equity interests in a trust composed of mortgages or mortgage-backed
securities. Payments of principal of and interest on the underlying mortgage
assets, and any reinvestment income thereon, provide the funds to pay debt
service on the CMOs or make scheduled distributions on the multiclass
pass-through securities. CMOs may be issued by agencies or instrumentalities of
the U.S. Government, or by private originators of, or investors in, mortgage
loans, including depository institutions, mortgage banks, investment banks and
special purpose subsidiaries of the foregoing. The issuer of a series of CMOs
may elect to be treated as a Real Estate Mortgage Investment Conduit ("REMIC").
All future references to CMOs include securities issued by REMICs and multiclass
pass-through securities.

In reliance on rules and interpretations of the Commission, the Funds'
investments in certain qualifying CMOs and REMICs are not subject to the 1940
Act's limitation on acquiring interests in other investment companies. See
"Investment Objective and Policies -- Mortgage-Related
Securities -- Collateralized Mortgage Obligations" in the SAI.

Stripped Mortgage-Backed Securities (All Funds). The Funds may invest in
mortgage-backed security strips ("MBS
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strips") (i) issued by the U.S. Government or its agencies or instrumentalities
or (ii) issued by private originators of, or investors in, mortgage loans,
including depository institutions, mortgage banks, investment banks and special
purpose subsidiaries of the foregoing (derivative multiclass mortgage
securities). MBS strips are usually structured with two classes that receive
different proportions of the interest and principal distributions on a pool of
mortgage assets. A common type of stripped mortgage security will have one class
receiving some of the interest and most of the principal from the mortgage
assets, while the other class will receive most of the interest and the
remainder 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 yields to
maturity on IOs and POs are sensitive to the expected or anticipated rate of
principal payments (including prepayments) on the related underlying mortgage
assets, and principal payments may have a material effect on yield to maturity.
If the underlying mortgage assets experience greater than anticipated
prepayments of principal, the Funds may not fully recoup its initial investment
in IOs. Conversely, if the underlying mortgage assets experience less than
anticipated prepayments of principal, the yield on POs could be materially
adversely affected. See "Investment Objective and Policies -- Mortgage-Related
Securities" in the SAI. Derivative mortgage-backed securities such as MBS strips
are highly sensitive to changes in prepayment and interest rates.

Private Mortgage Pass-Through Securities (All Funds). Private mortgage
pass-through securities are structured similarly to the GNMA, FNMA and FHLMC
mortgage pass-through securities and are issued by originators of and investors
in mortgage loans, including depository institutions, mortgage banks, investment
banks and special purpose subsidiaries of the foregoing. These securities
usually are backed by a pool of conventional fixed rate or adjustable rate
mortgage loans. Since private mortgage pass-through securities typically are not
guaranteed by an entity having the credit status of GNMA, FNMA and FHLMC, such
securities generally are structured with one or more types of credit
enhancement.

Investment in structured securities involves certain risks. In addition to
the credit risk of the issuer and the normal risks of changes in interest rates,
the redemption amount may increase or decrease as a result of price changes in
the underlying instrument. Further, in the case of certain structured
securities, the coupon and/or dividend may be reduced to zero, and any further
declines in the value of the underlying instrument may then reduce the
redemption amount payable at maturity. Finally, structured securities may have
more volatility than the price of the underlying instrument.

Asset-Backed Securities (All Funds). The Funds are permitted to invest in
asset-backed securities, subject to the rating and quality requirements
specified with respect to each such Fund. Through the use of trusts and special
purpose subsidiaries, various types of assets, primarily home equity loans and
automobile and credit card receivables, are being securitized in pass-through
structures similar to the mortgage pass-through structures described above.
Consistent with the Funds' investment objectives, policies and quality
standards, a Fund may invest in these and other types of asset-backed securities
which may be developed in the future.

Preferred Stocks (All Funds). Preferred stock has a preference over common
stock in liquidation and generally in dividends as well, but is subordinated to
the liabilities of the issuer in all respects. Preferred stock may or may not be
<PAGE> 175
20 ING FUNDS TRUST
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convertible into common stock. As a general rule, the market value of preferred
stock with a fixed dividend rate and no conversion element varies inversely with
interest rates and perceived credit risk. Because preferred stock is junior to
debt securities and other obligations of the issuer, deterioration in the credit
quality of the issuer will cause greater changes in the value of a preferred
stock than in a more senior debt security with similar stated yield
characteristics.

be seized or nationalized, that foreign governmental restrictions such as
exchange controls may be adopted which might adversely affect the payment of
principal and interest on those obligations and that the selection of those
obligations may be more difficult because there may be less publicly available
information concerning foreign banks, or that the accounting, auditing and
financial reporting standards, practices and requirements applicable to foreign
banks may differ from those applicable to United States banks. Foreign banks are
not subject to examination by any United States Government agency or
instrumentality.

STRIPS and Zero Coupon Securities (All Funds). Each Fund may invest in
separately traded principal and interest components of securities backed by the
full faith and credit of the United States Treasury. The principal and interest
components of United States Treasury bonds with remaining maturities of longer
than ten years are eligible to be traded independently under the Separate
Trading of Registered Interest and Principal of Securities ("STRIPS") program.
Under the STRIPS program, the principal and interest components are separately
issued by the United States Treasury at the request of depository financial
institutions, which then trade the component parts separately. The interest
component of STRIPS may be more volatile than that of United States Treasury
bills with comparable maturities. The Funds will not actively trade in STRIPS.

Municipal Commercial Paper (ING Intermediate Bond Fund). Municipal
commercial paper is a debt obligation with a stated maturity of one year or less
which is issued to finance seasonal working capital needs or as short-term
financing in anticipation of longer-term debt. Investments in municipal
commercial paper are limited to commercial paper which is rated at the date of
purchase at least: (i) "Prime-1" by Moody's or A-1 by S&P, or (ii) in a
comparable rating category by any two of the NRSROs that have rated commercial
paper or (iii) in a comparable rating category by only one such organization if
it is the only organization that has rated the commercial paper or (iv) if not
rated, is, in the opinion of the Sub-Adviser, of comparable investment quality
and within the credit quality policies and guidelines established by the Board
of Trustees.

Municipal Notes (ING Intermediate Bond Fund). Municipal notes are generally
sold as interim financing in anticipation of the collection of taxes, a bond
sale or receipt of other revenue. Municipal notes generally have maturities at
the time of issuance of one year or less. Investments in municipal notes are
limited to notes which are rated at the date of purchase: (i) MIG 1 or VMIG 1 by
Moody's or SP-1 by S&P or (ii) in a comparable rating category by only one such
organization, if it is the only organization that has rated the notes, or (iii)
if not rated, are, in the opinion of the Sub-Adviser, of comparable investment
quality and within the credit quality policies and guidelines established by the
Board of Trustees.

Notes rated "MIG 1" and "VMIG 1" are judged to be of the "best quality" and
carry the smallest amount of investment risk.

Municipal Bonds (ING Intermediate Bond Fund). Municipal bonds generally
have a maturity at the time of issuance of more than one year. Municipal bonds
may be issued to raise money for various public purposes -- such as constructing
public facilities and making loans to public institutions. There are generally
two types of municipal bonds: general obligation bonds and revenue bonds.
General obligation bonds are backed by the taxing power of the issuing
municipality and are considered the safest type of municipal bond. Revenue bonds
are backed by the revenues of a project or facility -- tolls from a toll road,
for example. Certain types of municipal bonds are issued to obtain funding for
privately operated facilities. Industrial development revenue bonds (which are
private activity bonds) are a specific type of revenue bond backed by the credit
and security of a private user, and therefore investments in these bonds have
more potential risk. Investments in municipal bonds are limited to bonds which
are rated at the time of purchase "BBB" or better by a NRSRO or, if not rated,
determined to be of comparable quality by the Fund's Sub-Adviser at the time of
purchase.

Floating Rate Instruments (ING Intermediate Bond Fund). Certain municipal
obligations which the Fund may purchase have a floating or variable rate of
interest. Such
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22 ING FUNDS TRUST
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obligations bear interest at rates which are not fixed, but which vary with
changes in specified market rates or indices, such as a Federal Reserve
composite index. Such obligations may carry a demand or "put" feature which
would permit the holder to tender them back to the issuer (or to a third party)
at par value prior to maturity. The Fund's Sub-Adviser will monitor on an
ongoing basis the earning power, cash flow and other liquidity ratios of the
issuers of such obligations, and will similarly monitor the ability of an issuer
of a demand instrument to pay principal and interest on demand. The Fund's right
to obtain payment at par on a demand instrument could be affected by events
occurring between the date the Fund elects to demand payment and the date
payment is due, which may affect the ability of the issuer of the instrument to
make payment when due.

Options on Securities (All Funds). The Funds may purchase put and call
options and write covered put and call options on securities in which each Fund
may invest directly and that are traded on registered domestic securities
exchanges or that result from separate, privately negotiated transactions (i.e.,
over-the-counter ("OTC") options). The writer of a call option, who receives a
premium, has the obligation, upon exercise, to deliver the underlying security
against payment of the exercise price during the option period. The writer of a
put option, who receives a premium, has the obligation to buy the underlying
security, upon exercise, at the exercise price during the option period.

The staff of the SEC has taken the position that purchased options not
traded on registered domestic securities exchanges and the assets used as cover
for written options not traded on such exchanges are generally illiquid
securities. However, the staff has also opined that, to the extent a mutual fund
sells an OTC option to a primary dealer that it considers creditworthy and
contracts with such primary dealer to establish a formula price at which the
fund would have the absolute right to repurchase the option, the fund would only
be required to treat as illiquid the portion of the assets used to cover such
option equal to the formula price minus the amount by which the option is
in-the-money. The Funds will treat such options and, except to the extent
permitted through the procedure described in the preceding sentence, assets as
subject to each such Fund's limitation on investments in securities that are not
readily marketable.

Swap agreements may involve leverage and may be highly volatile; depending
on how they are used, they may have a considerable impact on the Fund's
performance. Swap agreements involve risks depending upon the counterparties
creditworthiness and ability to perform as well as the Fund's ability to
terminate its swap agreements or reduce its exposure through offsetting
transactions. The Sub-Advisers monitor the creditworthiness of counterparties to
these transactions and intends to enter into these transactions only when they
believe the counterparties present minimal credit risks and the income expected
to be earned from the transaction justifies the attendant risks.

When a futures contract is executed, each party deposits with a broker or
in a segregated custodial account up to 5% of the contract amount, called the
"initial margin," and during the term of the contract, the amount of the deposit
is adjusted
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based on the current value of the futures contract by payments of variation
margin to or from the broker or segregated account.

Foreign Exchange Contracts (ING Intermediate Bond Fund, ING International
Bond Fund and ING High Yield Bond Fund). Changes in foreign currency exchange
rates will affect the U.S. dollar values of securities denominated in currencies
other than the U.S. dollar. The rate of exchange between the U.S. dollar and
other currencies fluctuates in response to forces of supply and demand in the
foreign exchange markets. These forces are affected by the international balance
of payments and other economic and financial conditions, government
intervention, speculation and other factors. When investing in foreign
securities, the Funds usually effect currency exchange transactions on a spot
(i.e., cash) basis at the spot rate prevailing in the foreign exchange market.
The Funds incur foreign exchange expenses in converting assets from one currency
to another.

Repurchase Agreements (All Funds). The Funds may enter into repurchase
agreements with any bank and broker-dealer which, in the opinion of the
Trustees, presents a minimal risk of bankruptcy. Under a repurchase agreement a
Fund acquires securities and obtains a simultaneous commitment from the seller
to repurchase the securities at a specified time and at an agreed upon yield.
The agreements will be fully collateralized and the value of the collateral,
including accrued interest, marked-to-market daily. The agreements may be
considered to be loans made by the purchaser, collateralized by the underlying
securities. If the seller should default on its obligation to repurchase the
securities, a Fund may experience a loss of income from the loaned securities
and a decrease in the value of any collateral, problems in exercising its rights
to the underlying securities and costs and time delays in connection with the
disposition of securities. Each Fund may not invest more than 15% of its net
assets in repurchase agreements maturing in more than seven business days or in
securities for which market quotations are not readily available. For more
information about repurchase agreements, see "Investment Policies" in the SAI.

Borrowing (All Funds). Each Fund may borrow up to 33 1/3% of its net
assets to purchase securities and for temporary purposes. Leveraging by means of
borrowing will exaggerate the effect of any increase or decrease in the value of
portfolio securities on a Fund's net asset value; 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. The use of borrowing
tends to result in a faster than average movement, up or down, in the net asset
value of a Fund's shares. The Funds also may be required to maintain minimum
average balances in connection with such borrowing or to pay a commitment or
other fee to maintain a line of credit; either of these requirements would
increase the cost of borrowing over the stated interest rate.

Portfolio Turnover. The Funds generally will not engage in the trading of
securities for the purpose of realizing short-term profits, but each Fund will
adjust its portfolio as it deems advisable in view of prevailing or anticipated
market conditions or fluctuations in interest rates to accomplish its respective
investment objective. For example, each Fund may sell portfolio securities in
anticipation of an adverse market movement. Other than for tax purposes,
frequency of portfolio turnover will not be a limiting factor if a Fund
considers it advantageous to purchase or sell securities. The Funds do not
anticipate that the respective annual portfolio turnover rates will exceed the
following: ING Intermediate Bond Fund 300%; ING High Yield Bond Fund 150%; ING
International Bond Fund 150%; and ING Mortgage Income Fund 200%. A high rate of
portfolio turnover involves correspondingly greater transaction expenses than a
lower rate, which expenses must be borne by each Fund and its shareholders.
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RISKS OF INVESTING IN THE FUNDS

General. The price per share of each of the Funds will fluctuate with
changes in value of the investments held by the Fund. For example, the value of
a Fund's shares will generally fluctuate inversely with the movements in
interest rates. Shareholders of a Fund should expect the value of their shares
to fluctuate with changes in the value of the securities owned by the Fund.
There is, of course, no assurance that a Fund will achieve its investment
objective or be successful in preventing or minimizing the risk of loss that is
inherent in investing in particular types of investment products. In order to
attempt to minimize that risk, the Sub-Adviser monitors developments in the
economy, the securities markets, and with each particular issuer. Also, as noted
earlier, each diversified Fund (i.e. all funds except the ING International Bond
Fund) is managed within certain limitations that restrict the amount of the
Fund's investment in any single issuer.

Market Risk. The securities markets in many of the countries in which the
Funds invests will have substantially less trading volume than the major United
States markets. As a result, the securities of some foreign companies may be
less liquid and experience more price volatility than comparable domestic
securities. Increased custodian costs as well as administrative costs (such as
the need to use foreign custodians) may be associated with the maintenance of
assets in foreign jurisdictions. There is generally less government regulation
and supervision of foreign stock exchanges, brokers and issuers which may make
it difficult to enforce contractual obligations. In addition, transaction costs
in foreign securities markets are likely to be higher, since brokerage
commission rates in foreign countries are likely to be higher than in the United
States.

Fixed Income Securities. The market value of a Fund's fixed income
investments will change in response to interest rate changes and other factors.
During periods of falling interest rates, the values of outstanding fixed income
securities generally rise. Conversely, during periods of rising interest rates,
the values of such securities generally decline. Securities with longer
maturities are subject to greater fluctuations in value than securities with
shorter maturities. Changes by a NRSRO in the rating of any fixed income
security and in the ability of an issuer to make payments of interest and
principal also affect the value of these investments. Changes in the value of a
Fund's securities will not affect cash income derived from these securities but
will affect the Fund's net asset value.

In seeking to achieve a Fund's investment objective, there will be times,
such as during periods of rising interest rates,
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when depreciation and realization of capital losses on securities in the Fund's
portfolio will be unavoidable. Moreover, medium- and lower-rated securities and
non-rated securities of comparable quality may be subject to wider fluctuations
in yield and market values than higher-rated securities under certain market
conditions. Such fluctuations after a security is acquired do not affect the
cash income received from that security but will be reflected in the net asset
value of the Fund.

The Funds' successful use of index futures contracts, options on such
contracts and options on indices depends upon the ability of the Sub-Adviser to
predict the direction of the market and is subject to various additional risks.
The correlation between movements in the price of the futures contract and the
price of the securities being hedged is imperfect and the risk from imperfect
correlation increases in the case of index futures as the composition of the
Funds' portfolios diverge from the composition of the relevant index. Such
imperfect correlation may prevent the Funds from achieving the intended hedge or
may expose the Funds to risk of loss. In addition, if the Funds purchase futures
to hedge against market advances before they can invest in the underlying
securities in an advantageous manner and the market declines, the Funds might
create a loss on the futures contract. The Funds' ability to establish and
maintain positions will depend on market liquidity. The successful utilization
of options and futures transactions requires skills different from those needed
in the selection of the Funds' portfolio securities. The Funds believe that the
Sub-Adviser possesses the skills necessary for the successful utilization of
such transactions.

equity base of the Fund. Leverage may involve the creation of a liability that
requires the Fund to pay interest (for instance, reverse repurchase agreements)
or the creation of a liability that does not entail any interest costs (for
instance, forward commitment transactions).

Non-diversified Investment Companies. The ING International Bond Fund is
classified as a non-diversified investment company under the 1940 Act, which
means that the 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. 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.

The Funds and the Manager will continue to monitor developments relating to
the Year 2000 problem, including the development of contingency plans for
providing back-up computer services in the event of a systems failure.
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OTHER INFORMATION

CAPITALIZATION

ING Funds Trust was organized as a Delaware business trust on July 30, 1998
and currently consists of 20 separately managed portfolios, each of which is
divided into Class A, B, C, and X shares, except for the ING National Tax-Exempt
Bond Fund, which is not offering Class X shares. The Board of Trustees may
establish additional portfolios in the future. The capitalization of the Funds
consists solely of an unlimited number of shares of beneficial interest with a
par value of $0.001 each. When issued, shares of the Funds are fully paid,
non-assessable and freely transferable.

VOTING

PERFORMANCE INFORMATION

Quotations of average annual total return for a Fund will be expressed in
terms of the average annual compounded rate of return of a hypothetical
investment in that Fund over periods of since inception, 1, 3, 5 and 10 years
(up to the life of that Fund), reflect the deduction of a proportional share of
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Fund expenses (on an annual basis), and assume that all dividends and
distributions are reinvested when paid.

Performance information for a Fund may be compared to various unmanaged
indices, such as those indices prepared by Lipper Analytical Services,
Morningstar, Salomon Government Bond Non-U.S. Dollar Index and other entities or
organizations which track the performance of investment companies. Any
performance information should be considered in light of the Fund's investment
objectives and policies, characteristics and quality of the Funds and the market
conditions during the time period indicated, and should not be considered to be
representative of what may be achieved in the future. For a description of the
methods used to determine yield and total return for Funds, see the SAI.
ACCOUNT SERVICES

CUSTODIAN

CODE OF ETHICS

COUNSEL

Paul, Weiss, Rifkind, Wharton & Garrison serves as counsel for the Trust
and from time to time provides advice to the Manager.

SHAREHOLDER INQUIRIES

ING FUNDS TRUST PROSPECTUS
P.O. BOX 1239
MALVERN, PA 19355-9836
GENERAL & ACCOUNT INFORMATION: 1-877-INFO-ING OR 1-877-463-6464

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

SHARES OF THE TRUST ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY ING GROUP OR ITS AFFILIATES, AND ARE NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER GOVERNMENT
AGENCY AND MAY INVOLVE INVESTMENT RISK, INCLUDING THE POSSIBLE LOSS OF
PRINCIPAL. THERE CAN BE NO ASSURANCE THAT THE FUNDS' INVESTMENT OBJECTIVES WILL
BE ACHIEVED.

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

October 30, 1998

<PAGE> 187

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
HIGHLIGHTS.................................................. 1
FUND EXPENSES............................................... 3
THE INVESTMENT POLICIES AND PRACTICES OF THE FUNDS.......... 5
MANAGEMENT OF THE FUNDS..................................... 6
FUND SHARE VALUATION........................................ 9
PURCHASE OF FUND SHARES..................................... 9
REDEMPTION OF FUND SHARES................................... 11
EXCHANGE OF FUND SHARES..................................... 12
DIVIDENDS, DISTRIBUTIONS AND TAX MATTERS.................... 13
DESCRIPTION OF SECURITIES AND INVESTMENT PRACTICES.......... 14
RISKS OF INVESTING IN THE FUNDS............................. 17
OTHER INFORMATION........................................... 18
</TABLE>
<PAGE> 188
ING FUNDS TRUST 1
- --------------------------------------------------------------------------------

HIGHLIGHTS

THE FUNDS

For additional information concerning the risks of investing in the Funds,
see "Risks of Investing in the Funds."
MANAGEMENT OF THE FUNDS

As manager of the Funds, the Manager has overall responsibility, subject to
the supervision of the Board of Trustees, for engaging sub-advisers and for
monitoring and
<PAGE> 189
2 ING FUNDS TRUST
- --------------------------------------------------------------------------------

evaluating the management of the assets of each Fund by the Sub-Adviser. The
Manager also provides certain administrative services necessary for the Funds'
operations. Pursuant to a Management Agreement, the Trust currently pays the
Manager for its services a monthly fee at an annual rate based on the average
daily net assets of each Fund. See "Fund Expenses -- Fee Table" and "Management
of the Funds -- The Manager." The Sub-Adviser is an indirect subsidiary of ING
Group and is an affiliate of the Manager and ING Funds Distributor, Inc.
("Distributor").

OTHER SERVICE PROVIDERS

CLASSES OF SHARES

The Funds offer investors a choice among multiple classes of shares with
different sales charges and expenses. In selecting which class of shares to
purchase, you should consider, among other things, (i) the length of time you
expect to hold your investment, (ii) the amount of any applicable sales charge
imposed at the time of redemption and Rule 12b-1 fees, as noted below, (iii)
whether you qualify for any reduction or waiver of any applicable sales charge,
(iv) the various exchange privileges among the different classes of shares and
(v) the fact that Class B and X shares automatically convert to Class A shares
after eight years. The Class X shares are offered in this Prospectus and may be
purchased only by certain qualified investors (including, but not limited to,
IRAs, Roth IRAs, SEP IRAs, Simple IRAs and 403(b)(7) plans).

Class X Shares. Class X shares are sold without an initial sales charge,
but are subject to a contingent deferred sales charge ("CDSC") of 5.00% if
redeemed within one year of purchase, with declining charges for redemptions
thereafter up to six years after purchase. In addition, investors purchasing
Class X shares will receive, as a bonus, additional shares having a value equal
to 2.00% of the amount invested ("Bonus Shares"). The Distributor has undertaken
to pay for Bonus Shares as part of its services to the Funds. Shares purchased
by the reinvestment of dividends or capital gains are not eligible for Bonus
Shares. Class X shares are also subject to a higher annual Rule 12b-1 fee than
Class A shares -- up to 0.75% of the Fund's average daily net assets
attributable to Class X shares. However, after eight years, Class X shares
automatically will be converted to Class A shares at no charge to the investor,
resulting in a lower Rule 12b-1 fee thereafter. Class X shares will have a
higher expense ratio and may pay lower dividends than Class A shares due to the
higher Rule 12b-1 fee and any other class specific expenses. See "Purchase of
Fund Shares."

Class A, Class B and Class C Shares. Each Fund offers Class A, Class B and
Class C shares under a separate prospectus. The Class A, Class B and Class C
shares have different sales charges and other expenses, which may affect
performance. If you are interested in further information concerning the Class
A, Class B and Class C shares, please call the Funds and request a prospectus at
1-877-INFO-ING or contact your authorized broker or investment adviser.

FUND EXPENSES

FEE TABLE

<TABLE>
<CAPTION>
ING U.S. TREASURY MONEY
MARKET FUND ING MONEY MARKET FUND
----------------------- ---------------------
CLASS X CLASS X
----------------------- ---------------------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases
(as a percentage of offering price)....................... NONE NONE
Maximum Sales Charge Imposed on Reinvested Dividends
(as a percentage of offering price)....................... NONE NONE
Maximum Contingent Deferred Sales Charge
(as a percentage of the net asset value at the time of
redemption)(1)............................................ 5.00% 5.00%
ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE
DAILY NET ASSETS)
Management Fees (after waivers)*............................ 0.06% 0.06%
12b-1 Fees.................................................. 0.75% 0.75%
Shareholder Servicing Fees.................................. 0.25% 0.25%
Other Expenses (after waivers)**............................ 0.35% 0.35%
---- ----
TOTAL FUND OPERATING EXPENSES (AFTER WAIVERS)***............ 1.41% 1.41%
==== ====
</TABLE>

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

<TABLE>
<S> <C>
(1) If you purchase Class X shares, you do not pay an initial
sales charge but you may incur a CDSC if you redeem some or
all of your Class X shares before the end of the sixth year
after which you purchased such shares. The CDSC for
redemptions occurring in years one through six,
respectively, is 5%, 4%, 4%, 3%, 2% and 1% of the net asset
value of the shares at the time of redemption. The CDSC is
not imposed on the amount of any increase in your account
value over the amount invested. No CDSC is charged after the
sixth year. For a discussion of the Class X CDSC, see
"Purchase of Fund Shares" in this Prospectus.
* Management Fees consisting of investment advisory and
administrative fees (before waivers) would be 0.25% annually
of the average daily net assets for each Fund. The fee
waivers reflected in the table are voluntary and may be
modified or terminated at any time without the Funds'
consent.
** Under the Fund Services Agreement, each Fund may pay ING
Fund Services annually up to $40,000 for fund accounting
services plus out-of-pocket expenses, $17 per an account for
transfer agency services plus out-of-pocket expenses and up
to 0.25% of the Fund's average daily net assets annually for
account servicing activities. Each Fund currently waives
0.15% of such fees. ING Fund Services may engage third
parties to perform some or all of these services. The fee
waivers are voluntary and may be modified or terminated at
any time without the Funds' consent. (See "Management of the
Funds -- Fund Accountant, Transfer Agent and Account
Services" in the Prospectus.)
*** Total Fund Operating Expenses (before waivers) for each Fund
would be 1.75% for Class X shares.
</TABLE>
<PAGE> 191
4 ING FUNDS TRUST
- --------------------------------------------------------------------------------

EXPENSE EXAMPLES:

The following table is provided to assist you in understanding the various
costs and expenses that you would bear directly or indirectly as an investor in
the Fund(s).

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

<TABLE>
<S> <C>
* Full Redemption. You would have paid the above expenses on
a $1,000 investment, assuming a hypothetical 5% annual
return and full redemption of your shares at the end of each
period shown.
** No Redemption. You would have paid the above expenses on a
$1,000 investment, assuming a hypothetical 5% annual return
and no redemption of your shares at the end of each period
shown.
*** Expense examples for Class X shares of the Funds reflect the
shareholder's receipt of additional "Bonus Shares." For a
discussion of the issuance of Bonus Shares, see this
Prospectus under "Purchase of Fund Shares."
</TABLE>

THE EXAMPLES PROVIDED SHOULD NOT BE CONSIDERED AS A REPRESENTATION OF THE
FUNDS' PAST OR FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN
THOSE SHOWN. IN ADDITION, WHILE THE EXAMPLES ASSUME A 5% ANNUAL RETURN, EACH
FUND'S ACTUAL PERFORMANCE WILL VARY AND MAY RESULT IN AN ACTUAL RETURN THAT IS
GREATER OR LESS THAN 5%.
<PAGE> 192
ING FUNDS TRUST 5
- --------------------------------------------------------------------------------

THE INVESTMENT POLICIES AND PRACTICES OF THE FUNDS

Each Fund follows its own investment policies and practices, including
certain investment restrictions. The "Investment Restrictions" section of the
SAI contains specific investment restrictions (the "Investment Restrictions")
which govern each Fund's investments. Each Fund's investment objective and
certain Investment Restrictions are fundamental policies which may not be
changed without a vote of a majority of the outstanding shares, as defined under
the 1940 Act, of the affected Fund. Except for the objectives and those
restrictions specifically identified as fundamental, all other investment
policies and practices described in this Prospectus and in the SAI are not
fundamental, and may therefore be changed by the Board of Trustees without
shareholder approval. There can be no assurance that either Fund will achieve
its investment objective.

Both Funds. As a matter of fundamental policy, notwithstanding any
limitation otherwise, each Fund has the ability to seek to achieve its
investment objective by investing all of its investable assets in an investment
company having substantially the same investment objective and policies as the
Fund.
<PAGE> 193
6 ING FUNDS TRUST
- --------------------------------------------------------------------------------

MANAGEMENT OF THE FUNDS

Under the Management Agreement, the Manager has overall responsibility,
subject to the supervision of the Board of Trustees, for engaging sub-advisers
and for monitoring and evaluating the management of the assets of each Fund by
the Sub-Adviser. The Manager is also responsible for monitoring and evaluating
the Sub-Adviser on a periodic basis, and will consider its performance record
with respect to the investment objectives and policies of each Fund. The Manager
also provides certain administrative services necessary for the Funds'
operations including: (i) coordination of the services performed by the Funds'
custodian, independent auditors and legal counsel; (ii) regulatory compliance,
including the compilation of information for documents such as reports to, and
filings with, the SEC; (iii) preparation of proxy statements and shareholder
reports for the Funds; (iv) general supervision relative to the compilation of
data required for the preparation of periodic reports distributed to the Funds'
officers and Board of Trustees; and (v) furnishing office space and certain
facilities required for conducting the business of the Funds.

The Trust pays the Manager for its services under the Management Agreement
a fee, payable monthly, based on the average daily net assets of each Fund at
the following annual rates:

<TABLE>
<CAPTION>
MANAGEMENT
FUND FEE
---- ----------
<S> <C>
ING U.S. Treasury Money Market Fund..... 0.25%
ING Money Market Fund................... 0.25%
</TABLE>

THE SUB-ADVISER

ING Investment Management LLC. The Manager has retained IIM to act as
sub-adviser to the Funds. IIM is located at 5780 Powers Ferry Road, N.W., Suite
300, Atlanta, GA 30327. IIM is a Delaware limited liability company which is
<PAGE> 194
ING FUNDS TRUST 7
- --------------------------------------------------------------------------------

engaged in the business of providing investment advice to portfolios which as
of September 30, 1998, were valued at approximately $26.7 billion. IIM is
registered with the SEC as an investment adviser. IIM also advises other
registered investment companies.
The Funds are managed by a team of three investment professionals led by
Ms. Jennifer J. Thompson, CFA. Ms. Thompson has been employed by IIM as an
investment professional since 1998 and has seven years of investment experience.

Pursuant to the Sub-Advisory Agreements, the Manager (not the Trust) pays
to the Sub-Adviser a monthly fee based on the average daily net assets of each
Fund at the following annual rates:
<TABLE>
<CAPTION>
FUND INVESTMENT SUB-ADVISORY FEE
---- ---------------------------
<S> <C>
ING U.S. Treasury Money
Market Fund............... 0.125%
ING Money Market Fund....... 0.125%
</TABLE>

The figures following show past performance of IIM in managing accounts
with investment objectives, policies, styles and techniques substantially
similar though not identical to those of the ING Money Market Fund. The
performance is not necessarily representative of the past performance of the
above-referenced team or any individual of the team. Information presented is
based on performance data provided by IIM. The past performance does not
represent the ING Money Market Fund's performance, as it is newly organized and
has no performance record of its own. The table shows the total returns for a
composite of the actual performance of accounts managed by IIM for various
periods ended September 30, 1998, as adjusted for the projected annual expenses
for the ING Money Market Fund's Class X shares during its initial fiscal period
as set forth in the Fee Table in this Prospectus. The amounts shown assume
redemption of Fund shares at the end of each period indicated. Included for
comparison purposes are performance figures of the IBC's Money Fund Report First
Tier Average, a weekly report tracking the performance of over 1300 taxable and
tax-free money funds. The performance shown is calculated in accordance with
established Securities and Exchange Commission rules and guidelines.

ANNUALIZED RATES OF RETURN FOR
PERIODS ENDING SEPTEMBER 30, 1998

MONEY MARKET COMPOSITE ACCOUNT
<TABLE>
<CAPTION>
IBC
FIRST TIER
CLASS X AVERAGE
------- ----------
<S> <C> <C>
1 Year 1.38% 5.06%
Since Inception* 3.45% 4.99%
* Inception date is August 1, 1996.
</TABLE>

THE DISTRIBUTOR

FUND ACCOUNTANT, TRANSFER AGENT AND ACCOUNT SERVICES

DISTRIBUTION EXPENSES

Pursuant to a Plan of Distribution adopted by each Fund under Rule 12b-1
under the 1940 Act, each Fund pays the Distributor an annual fee of up to 0.75%
of average daily net assets attributable to that Fund's Class X shares.
<PAGE> 195
8 ING FUNDS TRUST
- --------------------------------------------------------------------------------

Each Fund bears all costs of its operations other than expenses
specifically assumed by the Manager. The costs borne by the Funds include, but
are not limited to, legal and auditing expenses; Trustees' fees and expenses;
insurance premiums; custodian; transfer agent, fund accounting and account
servicing fees and expenses; expenses incurred in acquiring or disposing of the
Funds' portfolio securities; expenses of registering and qualifying the Funds'
shares for sale with the SEC and with various state securities commissions;
expenses of obtaining quotations on the Funds' portfolio securities and pricing
of the Funds' shares; expenses of maintaining the Funds' legal existence and of
shareholders' meetings; and expenses of preparation and distribution to existing
shareholders of reports, proxies and prospectuses. Expenses of the Funds
directly attributable to a Fund are charged to that Fund; other expenses are
allocated proportionately among all of the Funds in relation to the net assets
of each Fund.

PORTFOLIO TRANSACTIONS

Pursuant to the Sub-Advisory Agreements, the Sub-Adviser places orders for
the purchase and sale of portfolio investments for the Funds' accounts with
brokers or dealers selected by it in its discretion. In effecting purchases and
sales of securities for the account of the Funds, the Sub-Adviser will seek the
best execution of the Funds' orders. Purchases and sales of portfolio debt
securities for the Funds are generally placed by the Sub-Adviser with primary
market makers for these securities on a net basis, without any brokerage
commission being paid by the Funds. Trading of portfolio debt securities does,
however, involve transaction costs. Transactions with dealers serving as primary
market makers reflect the spread between the bid and asked prices. As permitted
by Section 28(e) of the Securities Exchange Act of 1934, the Sub-Adviser may
cause a Fund to pay a broker-dealer which provides "brokerage and research
services" (as defined in the 1940 Act) to the Sub-Adviser an amount of disclosed
commissions for executing a securities transaction for the Funds in excess of
the commissions another broker-dealer would have charged if the Sub-Adviser
believes the commission paid is reasonable in relation to the value of the
brokerage and research services received by the Sub-Adviser. Broker-dealers are
selected on the basis of a variety of factors such as reputation, capital
strength, size and difficulty of order, sale of Fund shares and research
provided to the Sub-Adviser. The Sub-Adviser may allocate purchase and sales
orders for portfolio securities to broker-dealers that are affiliated with the
Manager, the Sub-Adviser or Distributor in agency transactions, if the
Sub-Adviser believes the quality of the transaction and commissions are
comparable to what they would be with other qualified brokerage firms.
<PAGE> 196
ING FUNDS TRUST 9
- --------------------------------------------------------------------------------

FUND SHARE VALUATION

PURCHASE OF FUND SHARES

HOW TO PURCHASE SHARES

The minimum initial investment in a Fund is $1,000. Any subsequent
investments must be at least $50. All initial investments should be accompanied
by a completed Account Application. An Account Application accompanies this
Prospectus. All funds received are invested in full and fractional shares of the
appropriate Fund. Certificates for shares are not issued. Contributions to IRAs
and qualified retirement plans are subject to prevailing limits set by the
Internal Revenue Service. An annual maintenance fee is imposed per a taxpayer
identification number per a plan type. The Funds reserve the right to reject any
purchase order. All investments may be made using any of the following methods:

DESCRIPTION OF CLASS X SHARES

General Information. Class X shares are currently offered to certain
"Qualified" purchases (including, but not limited to, IRAs, Roth IRAs, SEP IRAs,
Simple IRAs and 403(b)(7) plans). Any request for "Non-Qualified" purchases of
Class X shares will normally be considered as a purchase request for Class A
shares or declined, because it is more advantageous for an investor to purchase
Class A shares.

The public offering price of Class X shares is the net asset value of the
applicable Fund's shares. In addition, investors purchasing Class X shares will
receive, as a bonus, additional shares having a value equal to 2.00% of the
amount invested. The Distributor has undertaken to pay for Bonus Shares as part
of its services to the Funds. The Distributor expects to recover costs
associated with its purchases of Bonus
<PAGE> 197
10 ING FUNDS TRUST
- --------------------------------------------------------------------------------

Shares through fees received under the Class X Distribution Plan discussed
below. Shares purchased by the reinvestment of dividends or capital gains
distributions are not eligible for Bonus Shares.

In the table, a "year" is a 12-month period. All purchases are considered
to have been made on the business day of the month in which the purchase was
made.

Rule 12b-1 Fees. Pursuant to a Plan of Distribution adopted by each Fund
under Rule 12b-1 under the 1940 Act, each Fund pays the Distributor an annual
fee of up to 0.75% of average daily net assets attributable to that Fund's Class
X shares. This fee is higher than the amount paid in connection with the Class A
shares, but the same as the amount paid in connection with the Class B and Class
C shares of each Fund.
MINIMUM ACCOUNT BALANCE

REDEMPTION OF FUND SHARES

HOW TO REDEEM SHARES

Redemption orders will be effected only on Business Days. A redemption
order for shares of a Fund must generally be received by such Fund's Cut-Off
Time to be executed on the same day at the price per share next determined after
receipt of such order. Redemption orders received after a Fund's Cut-Off Time
will be considered received prior to the Fund's Cut-Off Time on the following
Business Day and processed accordingly. Shares will be redeemed without charge
(except any applicable CDSC). The CDSC applicable to the Class X shares is
described under "Purchase of Fund Shares." In the instance where a shareholder
owns more than one class of shares and the shares being redeemed are not subject
to the CDSC, those shares with the highest Rule 12b-1 fee will be redeemed in
full prior to any redemption of shares with a lower Rule 12b-1 fee.

SIGNATURE GUARANTEES

A signature guarantee is designed to protect the investor, the Trust, the
Distributor, and their agents by verifying the signature of each investor
seeking to redeem, transfer, or exchange shares of ING Funds. Signature
guarantees are required for: (i) redemptions by mail in excess of $50,000; (ii)
redemptions by mail if the proceeds are to be paid to someone other than the
name(s) in which the account is registered; (iii) redemptions requesting
proceeds to be sent to a new address or an address that has been changed within
the past 15 days; (iv) requests to transfer the registration of shares to
another owner; and (v) written redemptions or exchanges of shares previously
reported as lost/abandoned property, whether or not the redemption amount is
under $50,000 or the proceeds are to be sent to the address of record. These
requirements may be waived or modified upon notice to shareholders.

Acceptable guarantors include banks, broker-dealers, credit unions,
national securities exchanges, savings associations and any other organization,
provided that such institution or organization qualifies as an "eligible
guarantor institution" as that term is defined in rules adopted by the SEC, and
further provided that such guarantor institution is listed in one of the
reference guides contained in the Transfer Agent's current Signature Guarantee
Standards and Procedures, such as certain domestic banks, credit unions,
securities dealers, or securities exchanges. The Transfer Agent will also accept
signatures with either: (i) a signature guarantee with a medallion stamp of the
STAMP Program, or (ii) a signature guaranteed with a medallion stamp of the NYSE
Medallion Signature Program, provided that in either
<PAGE> 199
12 ING FUNDS TRUST
- --------------------------------------------------------------------------------

REDEMPTION IN KIND

All redemptions of shares of the Funds shall be made in cash, except that
the commitment to redeem shares in cash extends only to redemption requests made
by each shareholder of a Fund during any 90-day period of up to the lesser of
$250,000 or 1% of the net assets of that Fund at the beginning of such period.
This commitment is irrevocable without the prior approval of the SEC and is a
fundamental policy of the Funds that may not be changed without shareholder
approval. In the case of redemption requests by shareholders in excess of such
amounts, the Board of Trustees reserves the right to have the Funds make
payment, in whole or in part, in securities or other assets, in case of an
emergency or any time a cash distribution would impair the liquidity of a Fund
to the detriment of the existing shareholders. In this event, the securities
would be valued in the same manner in which the securities of that Fund are
valued. If the recipient were to sell such securities he or she may receive more
or less than the value of such securities as determined above, and might incur
brokerage charges.

EXCHANGE OF FUND SHARES

HOW TO EXCHANGE SHARES

The Funds offer several convenient ways to exchange shares in one Fund for
shares in the same class of another Fund in the Trust. All exchanges will be
made based on the net asset value next determined following receipt of the
request by a Fund in good order. If a shareholder exchanges shares subject to a
CDSC (such as the Class X shares) for the same shares of a different ING Fund,
the transaction will not be subject to a CDSC. However, when shares acquired
through the exchange are redeemed out of the ING Family of Funds, then the
shareholder will be treated as if no exchange took place for the purpose of
determining the CDSC period and applying the CDSC.

DIVIDENDS, DISTRIBUTIONS AND TAX MATTERS

DIVIDENDS AND DISTRIBUTIONS

The above described elections may be made either on the Account Application
or by calling the Funds at 1-877-INFO-ING.
TAX MATTERS

All Funds. Each Fund intends to qualify and elect to be treated as a
regulated investment company and intends to continue to qualify to be treated as
a regulated investment company for each taxable year pursuant to the provisions
of Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code").
By so qualifying and electing, each Fund generally will not be subject to
federal income tax to the extent that it distributes investment company taxable
income and net realized capital gains in the manner required under the Code.

DESCRIPTION OF SECURITIES AND INVESTMENT PRACTICES

The following is a description of investment practices of the Funds and the
securities in which they may invest:

Domestic and Foreign Bank Obligations (ING Money Market Fund Only). These
obligations include but are not limited to certificates of deposit, commercial
paper, Yankeedollar certificates of deposit, bankers' acceptances, Eurodollar
certificates of deposit and time deposits, promissory notes and medium-term
deposit notes. The Fund will not invest in any obligations of its affiliates, as
defined under the 1940 Act.
<PAGE> 202
ING FUNDS TRUST 15
- --------------------------------------------------------------------------------

Fixed time deposits may be withdrawn on demand by the investor, but may be
subject to early withdrawal penalties which vary depending upon market
conditions and the remaining maturity of the obligation. There are no
contractual restrictions on the right to transfer a beneficial interest in a
fixed time deposit to a third party, although there is no market for such
deposits. Investments in fixed time deposits subject to withdrawal penalties
maturing from two days through seven days may not exceed 10% of the value of the
total assets of the Fund.

Mortgage-Backed Securities/Mortgage Pass-Through Securities (ING Money
Market Fund Only). Many mortgage-backed securities are mortgage pass-through
securities, which are securities representing interests in "pools" of mortgages
in which payments of both interest and
<PAGE> 203
16 ING FUNDS TRUST
- --------------------------------------------------------------------------------

The Fund may only purchase mortgage-backed securities to the extent they
meet the maturity and quality requirements of Rule 2a-7.

Guaranteed Investment Contracts (ING Money Market Fund Only). The Fund may
also make limited investments in guaranteed investment contracts ("GIC") issued
by U.S.
<PAGE> 204
ING FUNDS TRUST 17
- --------------------------------------------------------------------------------

RISKS OF INVESTING IN THE FUNDS

Year 2000. Like other funds and business organizations around the world,
the Funds could be adversely affected if the computer systems used by the
Manager and the Funds' other service providers do not properly process and
calculate date-
<PAGE> 205
18 ING FUNDS TRUST
- --------------------------------------------------------------------------------

OTHER INFORMATION

CAPITALIZATION

ING Funds Trust was organized as a Delaware business trust on July 30, 1998
and currently consists of 20 separately managed portfolios, each of which is
divided into Class A, B, C, and X shares, except for the ING National Tax-Exempt
Bond Fund, which is not offering Class X shares. The Board of Trustees may
establish additional portfolios in the future. The capitalization of the Funds
consists solely of an unlimited number of shares of beneficial interest with a
par value of $0.001 each. When issued, shares of the Funds are fully paid,
non-assessable and freely transferable.
VOTING

PERFORMANCE INFORMATION

Quotations of yield reflect only a Fund's performance during the particular
period on which the calculations are based. Yield for a Fund will vary based on
changes in market conditions, the level of interest rates and the level of that
Fund's expenses, and no reported performance figure should
<PAGE> 206
ING FUNDS TRUST 19
- --------------------------------------------------------------------------------

be considered an indication of performance which may be expected in the future.

Paul, Weiss, Rifkind, Wharton & Garrison serves as counsel for the Trust
and from time to time provides advice to the Manager.
SHAREHOLDER INQUIRIES

STATEMENT OF ADDITIONAL INFORMATION

ING Funds Trust
P.O. Box 1239
Malvern, PA 19355-9836
General and Account Information: 1-877-INFO-ING

ING MUTUAL FUNDS MANAGEMENT CO. LLC, Investment Manager
("IMFC" or the "Manager")

ING FUNDS DISTRIBUTOR, INC., Distributor and Principal Underwriter
("IFD" or the "Distributor")

This Statement of Additional Information ("SAI") describes the
shares of 20 funds (each, a "Fund" or, collectively, the "Funds") managed by
IMFC. Each Fund is a portfolio of ING Funds Trust (the "Trust"). The Funds are:

Equity Funds

ING Large Cap Growth Fund
ING Growth & Income Fund
ING Mid Cap Growth Fund
ING Small Cap Growth Fund
ING Balanced Fund
ING Global Brand Names Fund
ING International Equity Fund
ING Emerging Markets Equity Fund
ING European Equity Fund
ING Tax Efficient Equity Fund
ING Focus Fund
ING Global Information
Technology Fund
ING Global Real Estate Fund

Bond Funds

ING Intermediate Bond Fund
ING High Yield Bond Fund
ING International Bond Fund
ING Mortgage Income Fund
ING National Tax-Exempt Bond Fund

Money Market Funds

ING U.S. Treasury Money
Market Fund
ING Money Market Fund

<PAGE> 208
The SAI is not a prospectus and is only authorized for
distribution when preceded or accompanied by the prospectus for shares of the
Funds dated October 30, 1998 (the "Prospectus"). This SAI contains additional
and more detailed information than that set forth in the Prospectus and should
be read in conjunction with the Prospectus. The Prospectus may be obtained
without charge by writing or calling the Funds at the address and information
number printed above.

October 30, 1998

<PAGE> 209
TABLE OF CONTENTS
Page

STATEMENT OF ADDITIONAL INFORMATION............................................1

INVESTMENT POLICIES............................................................1
U.S. TREASURY OBLIGATIONS.............................................1
U.S. GOVERNMENT SECURITIES............................................1
WHEN-ISSUED AND DELAYED-DELIVERY SECURITES............................1
COMMERCIAL PAPER......................................................2
CORPORATE DEBT SECURITIES.............................................2
MORTGAGE-RELATED SECURITIES...........................................2
GNMA CERTIFICATES.....................................................3
FNMA CERTIFICATES.....................................................3
FHLMC SECURITIES......................................................3
FHLMC CERTIFICATES....................................................5
NON-AGENCY MORTGAGE-BACKED SECURITIES.................................6
ADJUSTABLE RATE MORTGAGE SECURITIES...................................6
COLLATERALIZED MORTGAGE OBLIGATIONS...................................7
REAL ESTATE SECURITIES................................................7
ASSET-BACKED SECURITIES...............................................8
FOREIGN SECURITIES....................................................9
CONVERTIBLE SECURITIES................................................9
VARIABLE RATE DEMAND OBLIGATIONS AND FLOATING RATE INSTRUMENTS.......10
GUARANTEED INVESTMENT CONTRACTS......................................11
PRIVATE FUNDS........................................................11
OPTIONS ON SECURITIES................................................11
OVER-THE-COUNTER OPTIONS.............................................13
OPTIONS ON INDICES...................................................13
FOREIGN CURRENCY OPTIONS.............................................14
DOLLAR ROLL TRANSACTIONS.............................................15
FOREIGN CURRENCY FUTURES TRANSACTIONS................................15
FOREIGN GOVERNMENT OBLIGATIONS;
SECURITIES OF SUPRANATIONAL ENTITIES........................16
INTEREST RATE FUTURES CONTRACTS......................................16
SHORT SALES..........................................................17
LOANS OF PORTFOLIO SECURITIES........................................17
REPURCHASE AGREEMENTS................................................18
BORROWING............................................................18
REVERSE REPURCHASE AGREEMENTS........................................18
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LOWER-RATED SECURITIES...............................................18
ILLIQUID SECURITIES..................................................19
INVESTMENT RESTRICTIONS..............................................21
MANAGEMENT...........................................................23
Trustees and Officers.......................................23
Trustees Biographies........................................23
Officers Biographies........................................23
Investment Manager..........................................24
Sub-Advisers................................................25
Distribution of Fund Shares.................................26
Transfer Agent, Fund Accountant and Account Services........27
Rule 12b-1 Distribution Plan................................27
Shareholder Servicing Plan..................................28
DETERMINATION OF NET ASSET VALUE.....................................28
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION.......................29
PORTFOLIO TRANSACTIONS...............................................31
Portfolio Turnover..........................................33
TAXATION 39
OTHER INFORMATION....................................................39
Capitalization..............................................39
Voting Rights...............................................39
Custodian...................................................40
Yield and Performance Information...........................40
Independent Auditors........................................42
Registration Statement......................................42

APPENDIX......................................................................44

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INVESTMENT POLICIES

The Prospectus discusses the investment objectives of the
Funds and the policies to be employed to achieve those objectives. This section
contains supplemental information concerning certain types of securities and
other instruments in which the Funds may invest, the investment policies and
portfolio strategies that the Funds may utilize, and certain risks attendant to
such investments, policies and strategies.

U.S. TREASURY OBLIGATIONS (All Funds). Each Fund may invest in
U.S. Treasury obligations, whose principal and interest are backed by the full
faith and credit of the United States Government. U.S. Treasury obligations
consist of bills, notes and bonds, and separately traded interest and principal
component parts of such obligations known as STRIPS, which generally differ in
their interest rates and maturities. U.S. Treasury bills, which have original
maturities of up to one year, notes, which have maturities ranging from two
years to 10 years and bonds, which have original maturities of 10 to 30 years,
are direct obligations of the United States Government.

U.S. GOVERNMENT SECURITIES (All Funds). U.S. Government
securities are obligations issued or guaranteed by the U.S. Government, its
agencies or instrumentalities. U.S. Government securities include debt
securities issued or guaranteed by U.S. Government-sponsored enterprises and
federal agencies and instrumentalities. Some types of U.S. Government securities
are supported by the full faith and credit of the United States Government or
U.S. Treasury guarantees, such as mortgage-backed certificates guaranteed by the
Government National Mortgage Association ("GNMA"). Other types of U.S.
Government securities, such as obligations of the Student Loan Marketing
Association, provide recourse only to the credit of the agency or
instrumentality issuing the obligation. In the case of obligations not backed by
the full faith and credit of the United States Government, the investor must
look to the agency issuing or guaranteeing the obligation for ultimate
repayment.

WHEN-ISSUED AND DELAYED-DELIVERY SECURITIES (All Funds). The
Funds may purchase securities on a when-issued or delayed-delivery basis. For
example, delivery of and payment for these securities can take place a month or
more after the date of the transaction. The securities so purchased are subject
to market fluctuation during this period and no income accrues to the Fund until
settlement takes place. To facilitate such acquisitions, the Funds will maintain
with the custodian a separate account with a segregated portfolio of liquid
assets in an amount at least equal to the value of such commitments. On the
delivery dates for such transactions, each Fund will meet obligations from
maturities or sales of the securities held in the separate account and/or from
cash flow. While the Funds normally enter into these transactions with the
intention of actually receiving or delivering the securities, they may sell
these securities before the settlement date or enter into new commitments to
extend the delivery date into the future, if the Sub-Adviser considers such
action advisable as a matter of investment strategy. Such securities have the
effect of leverage on the Funds and may contribute to volatility of a Fund's net
asset value.

<PAGE> 212
COMMERCIAL PAPER (All Funds except ING U.S. Treasury Money
Market Fund). Commercial paper includes short-term unsecured promissory notes,
variable rate demand notes and variable rate master demand notes issued by
domestic and foreign bank holding companies, corporations and financial
institutions and similar taxable instruments issued by government agencies and
instrumentalities. All commercial paper purchased by the Money Market Fund is,
at the time of investment, (i) rated in the highest rating categories by at
least two nationally recognized statistical rating organizations ("NRSROs"),
(ii) issued or guaranteed as to principal and interest by issuers having an
existing debt security rating in the highest rating categories by a least two
NRSROs, or (iii) securities which, if not rated or single rated, are, in the
opinion of the Fund's Sub-Adviser, of an investment quality comparable to rated
commercial paper in which the Fund may invest. See "Variable Rate Demand
Obligations and Floating Rate Instruments."

CORPORATE DEBT SECURITIES (All Funds except ING U.S. Treasury
Money Market Fund). Fund investment in these securities is limited to corporate
debt securities (corporate bonds, debentures, notes and similar corporate debt
instruments) which meet the rating criteria established for each Fund.

The ratings of Standard & Poor's Corporation, Moody's
Investors Service, Inc., and other NRSROs represent their respective opinions as
to the quality of the obligations they undertake to rate. Ratings, however, are
general and are not absolute standards of quality. Consequently, obligations
with the same rating, maturity and interest rate may have different market
prices. After purchase by a Fund, a security may cease to be rated or its rating
may be reduced below the minimum required for purchase by the Fund. Neither
event will require a sale of such security by the Fund. However, each Fund's
Sub-Adviser will consider such event in its determination of whether the Fund
should continue to hold the security. To the extent the ratings given by an
NRSRO may change as a result of changes in such organizations or their rating
systems, the Sub-Adviser will attempt to use comparable ratings as standards for
investments in accordance with the investment policies contained in the
Prospectus and in this SAI.

It is possible that unregistered securities purchased by a
Fund in reliance upon Section 4(2) or Rule 144A under the Securities Act of 1933
could have the effect of increasing the level of the Fund's illiquidity to the
extent that qualified institutional buyers become, for a period, uninterested in
purchasing these securities.

MORTGAGE-RELATED SECURITIES. (All Funds except ING U.S.
Treasury Money Market Fund). To the extent permitted by the Funds' policies, the
Funds may invest in mortgage-backed securities, including those which represent
undivided ownership interests in pools of mortgages. The U.S. Government or the
issuing agency or instrumentality guarantees the payment of interest on and
principal of these securities. However, the guarantees do not extend to the
yield or value of the securities nor do the guarantees extend to the yield or
value of a Fund's shares. Consistent with the Funds' respective investment
objective and policies, mortgages backing the securities which may be
<PAGE> 213
purchased by the Funds include conventional thirty-year fixed-rate mortgages,
graduated payment mortgages, fifteen-year mortgages, adjustable rate mortgages
and balloon payment mortgages. A balloon payment mortgage-backed security is an
amortized mortgage security with installments of principal and interest, the
last installment of which is predominantly principal. All of these mortgages can
be used to create pass-through securities. A pass-through security is formed
when mortgages are pooled together and undivided interests in the pool or pools
are sold. The cash flow from the mortgages is passed through to the holders of
the securities in the form of periodic payments of interest, principal and
prepayments (net of a service fee). Prepayments occur when the holder of an
undivided mortgage prepays the remaining principal before the mortgage's
scheduled maturity date. As a result of the pass-through of prepayments of
principal on the underlying securities, mortgage-backed securities are often
subject to more rapid prepayment of principal then their stated maturity would
indicate. The remaining expected average life of a pool of mortgage loans
underlying a mortgage-backed security is a prediction of when the mortgage loans
will be repaid and is based upon a variety of factors, such as the demographic
and geographic characteristics of the borrowers and the mortgaged properties,
the length of time that each of the mortgage loans has been outstanding, the
interest rates payable on the mortgage loans and the current interest rate
environment.

During periods of declining interest rates, prepayment of
mortgages underlying mortgage-backed securities can be expected to accelerate.
When mortgage obligations are prepaid, the Funds reinvest the prepaid amounts in
securities, the yields of which reflect interest rates prevailing at that time.
Therefore, a Fund's ability to maintain a portfolio of high-yielding
mortgage-backed securities will be adversely affected to the extent that
prepayments of mortgages are reinvested in securities which have lower yields
than the prepaid mortgages. Moreover, prepayments of mortgages which underlie
securities purchased at a premium generally will result in capital losses.

GNMA CERTIFICATES. (All Funds except ING U.S. Treasury Money
Market Fund). Certificates of the Government National Mortgage Association (GNMA
Certificates) are mortgage-backed securities which evidence an undivided
interest in a pool or pools of mortgages. GNMA Certificates that the Funds may
purchase are the "modified pass-through" type, which entitle the holder to
receive timely payment of all interest and principal payments due on the
mortgage pool, net of fees paid to the "issuer" and GNMA, regardless of whether
or not the mortgagor actually makes the payment. The GNMA Certificates will
represent a pro rata interest in one or more pools of the following types of
mortgage loans: (i) fixed rate level payment mortgage loans; (ii) fixed rate
graduated payment mortgage loans; (iii) fixed rate growing equity mortgage
loans; (iv) fixed rate mortgage loans secured by manufactured (mobile) homes;
(v) mortgage loans on multifamily residential properties under construction;
(vi) mortgage loans on completed multifamily projects; (vii) fixed rate mortgage
loans as to which escrowed funds are used to reduce the borrower's monthly
payments during the early years of the mortgage loans ("buydown" mortgage
loans); (viii) mortgage loans that provide for adjustments in payments based on
periodic changes in interest rates or in other payment terms of the mortgage
loans; and (ix) mortgage-backed serial notes. All of these
<PAGE> 214
mortgage loans will be FHA Loans or VA Loans and, except as otherwise specified
above, will be fully-amortizing loans secured by first liens on one-
to-four-family housing units. Legislative changes may be proposed from time to
time in relation to the Department of Housing and Urban Development which, if
adopted, could alter the viability of investing in GNMAs.

FNMA CERTIFICATES. (All Funds except ING U.S. Treasury Money
Market Fund). FNMA is a federally chartered and privately owned corporation
organized and existing under the Federal National Mortgage Association Charter
Act. FNMA provides funds to the mortgage market primarily by purchasing home
mortgage loans from local lenders, thereby replenishing their funds for
additional lending. FNMA acquires funds to purchase home mortgage loans from
many capital market investors that may not ordinarily invest in mortgage loans
directly.

Each FNMA Certificate will entitle the registered holder
thereof to receive amounts, representing such holder's pro rata interest in
scheduled principal payments and interest payments (at such FNMA Certificate's
pass-through rate, which is net of any servicing and guarantee fees on the
underlying mortgage loans), and any principal prepayments on the mortgage loans
in the pool represented by such FNMA Certificate and such holder's proportionate
interest in the full principal amount of any foreclosed or otherwise finally
liquidated mortgage loan. The full and timely payment of principal and interest
on each FNMA Certificate will be guaranteed by FNMA, which guarantee is not
backed by the full faith and credit of the U.S. Government.

Each FNMA Certificate will represent a pro rata interest in
one or more pools of FHA Loans, VA Loans or conventional mortgage loans (i.e.,
mortgage loans that are not insured or guaranteed by any governmental agency) of
the following types: (i) fixed rate level payment mortgage loans; (ii) fixed
rate growing equity mortgage loans; (iii) fixed rate graduated payment mortgage
loans; (iv) variable rate California mortgage loans; (v) other adjustable rate
mortgage loans; and (vi) fixed rate mortgage loans secured by multifamily
projects.

FHLMC SECURITIES (All Funds except ING U.S. Treasury Money
Market Fund). The Federal Home Loan Mortgage Corporation (FHLMC) was created in
1970 through enactment of Title III of the Emergency Home Finance Act of 1970
(FHLMC Act). Its purpose is to promote development of a nationwide secondary
market in conventional residential mortgages.

The FHLMC issues two types of mortgage pass-through
securities, mortgage participation certificates (PCs) and guaranteed mortgage
certificates (GMCs). PCs resemble GNMA Certificates in that each PC represents a
pro rata share of all interest and principal payments made and owned on the
underlying pool. The FHLMC guarantees timely monthly payment of interest on PCs
and the ultimate payment of principal.
<PAGE> 215
GMCs also represent a pro rata interest in a pool of
mortgages. However, these instruments pay interest semi-annually and return
principal once a year in guaranteed minimum payments. The expected average life
of these securities is approximately ten years.

FHLMC CERTIFICATES (All Funds except ING U.S. Treasury Money
Market Fund). FHLMC is a corporate instrumentality of the United States created
pursuant to the FHLMC Act. The principal activity of FHLMC consists of the
purchase of first lien, conventional, residential mortgage loans and
participation interests in such mortgage loans and the resale of the mortgage
loans so purchased in the form of mortgage securities, primarily FHLMC
Certificates.

FHLMC guarantees to each registered holder of the FHLMC
Certificate the timely payment of interest at the rate provided for by such
FHLMC Certificate, whether or not received. FHLMC also guarantees to each
registered holder of a FHLMC Certificate ultimate collection of all principal on
the related mortgage loans, without any offset or deduction, but does not,
generally, guarantee the timely payment of scheduled principal. FHLMC may remit
the amount due on account of its guarantee of collection of principal at any
time after default on an underlying mortgage loan, but not later than 30 days
following (i) foreclosure sale, (ii) payment of a claim by any mortgage insurer
or (iii) the expiration of any right of redemption, whichever occurs later, but
in any event no later than one year after demand has been made upon the
mortgagor for accelerated payment of principal. The obligations of FHLMC under
its guarantee are obligations solely of FHLMC and are not backed by the full
faith and credit of the U.S. Government.

FHLMC Certificates represent a pro rata interest in a group of
mortgage loans (a FHLMC Certificate group) purchased by FHLMC. The mortgage
loans underlying the FHLMC Certificates will consist of fixed rate or adjustable
rate mortgage loans with original terms to maturity of between ten and thirty
years, substantially all of which are secured by first liens on one- to
four-family residential properties or multifamily projects. Each mortgage loan
must meet the applicable standards set forth in the FHLMC Act. An FHLMC
Certificate group may include whole loans, participation interests in whole
loans and undivided interests in whole loans and participation comprising
another FHLMC Certificate group.

The market value of mortgage securities, like other
securities, will generally vary inversely with changes in market interest rates,
declining when interest rates rise and rising when interest rates decline.
However, mortgage securities, while having comparable risk of decline during
periods of rising rates, usually have less potential for capital appreciation
than other investments of comparable maturities due to the likelihood of
increased prepayments of mortgages as interest rates decline. In addition, to
the extent such mortgage securities are purchased at a premium, mortgage
foreclosures and unscheduled principal prepayments generally will result in some
loss of the holders' principal to the extent of the premium paid. On the other
hand, if such mortgage securities are purchased at a discount, an unscheduled
prepayment of principal will increase current and total returns and will
accelerate
<PAGE> 216
the recognition of income which when distributed to shareholders will be taxable
as ordinary income.

NON-AGENCY MORTGAGE-BACKED SECURITIES (All Funds except ING
U.S. Treasury Money Market Fund). Certain non-agency private entities also issue
mortgage-backed securities. Other than lacking the guarantee by the full faith
and credit of the United States, the mortgage-backed securities issued by
private issuers generally have characteristics and risks comparable to those
issued by GNMA, as discussed above. Some mortgage-backed securities issued by
non-agency private issuers may be supported by a pool of mortgages not
acceptable to the agency issuers and thus may carry greater risks. Consistent
with the Funds' investment objective, policies and quality standards, the Funds
may invest in these mortgage-backed securities issued by non-agency private
issuers.

ADJUSTABLE RATE MORTGAGE SECURITIES (All Funds except ING
International Bond Fund, ING National Tax Exempt Bond Fund and ING U.S. Treasury
Money Fund). 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 rate on ARMS generally moves 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 FNMA), tend to lag changes in market rate levels and tend to be somewhat less
volatile.

<PAGE> 217
COLLATERALIZED MORTGAGE OBLIGATIONS (All Funds except ING U.S.
Treasury Money Market Fund). Certain issuers of collateralized mortgage
obligations (CMOs), including certain CMOs that have elected to be treated as
Real Estate Mortgage Investment Conduits (REMICs), are not considered investment
companies pursuant to a rule adopted by the Securities and Exchange Commission
("SEC"), and the Funds may invest in the securities of such issuers without the
limitations imposed by the Investment Company Act of 1940, as amended (the "1940
Act"), on investments by the Funds in other investment companies. In addition,
in reliance on an earlier SEC interpretation, a Fund's investments in certain
other qualifying CMOs, which cannot or do not rely on the rule, are also not
subject to the limitation of the 1940 Act on acquiring interests in other
investment companies. In order to be able to rely on the SEC's interpretation,
these CMOs must be unmanaged, fixed asset issuers, that (a) invest primarily in
mortgage-backed securities, (b) do not issue redeemable securities, (c) operate
under 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. To the extent that a Fund selects CMOs or REMICs that cannot rely on
the rule or do not meet the above requirements, the Fund may not invest more
than 10% of its assets in all such entities and may not acquire more than 3% of
the voting securities of any single such entity.

REAL ESTATE SECURITIES (ING Global Real Estate Fund, ING
Emerging Markets Equity Fund, ING Balanced Fund, ING Intermediate Bond Fund, ING
High Yield Bond Fund, ING International Bond Fund, ING Mortgage Income Fund, and
ING National Tax-Exempt Bond Fund). The Funds may invest in REITs and other real
estate industry operating companies ("REOCs"). For purposes of a Fund's
investments, an 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 fund 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; and changes in interest
rates. 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
<PAGE> 218
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 U.S. Internal Revenue 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 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 Fund. 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.

ASSET-BACKED SECURITIES (All Funds except ING National
Tax-Exempt Bond Fund, ING Growth and Income Fund, ING Balanced Fund, and ING
U.S. Treasury Money Market Fund). The Funds are permitted to invest in
asset-backed securities. Through the use of trusts and special purpose
subsidiaries, various types of assets, primarily home equity loans and
automobile and credit card receivables, are being securitized in pass-through
structures similar to the mortgage pass-through structures described above.
Consistent with the Funds' investment objectives, policies and quality
standards, the Funds may invest in these and other types of asset-backed
securities which may be developed in the future.
<PAGE> 219
Asset-backed securities involve certain risks that are not
posed by mortgage-related securities, resulting mainly from the fact that
asset-backed securities do not usually contain the benefit of a complete
security interest in the related collateral. For example, credit card
receivables generally are unsecured and the debtors are entitled to the
protection of a number of state and Federal consumer credit laws, some of which
may reduce the ability to obtain full payment. In the case of automobile
receivables, due to various legal and economic factors, proceeds from
repossessed collateral may not always be sufficient to support payments on these
securities. The risks associated with asset-backed securities are often reduced
by the addition of credit enhancements such as a letter of credit from a bank,
excess collateral or a third-party guarantee.

FOREIGN SECURITIES (All Funds except the ING Money Market
Fund, ING U.S. Treasury Money Market Fund). As described in the Prospectus,
changes in foreign exchange rates will affect the value of securities
denominated or quoted in currencies other than the U.S. dollar.

Since the Funds may invest in securities denominated in
currencies other than the U.S. dollar, and since those Funds may temporarily
hold funds in bank deposits or other money market investments denominated in
foreign currencies, a Fund may be affected favorably or unfavorably by exchange
control regulations or changes in the exchange rate between such currencies and
the dollar. Changes in foreign currency exchange rates will influence values
within the Fund from the perspective of U.S. investors. Changes in foreign
currency exchange rates may also affect the value of dividends and interest
earned, gains and losses realized on the sale of securities, and net investment
income and gains, if any, to be distributed to shareholders by the Fund. The
rate of exchange between the U.S. dollar and other currencies is determined by
the forces of supply and demand in the foreign exchange markets. These forces
are affected by the international balance of payments and other economic and
financial conditions, government intervention, speculation and other factors.

The Funds may enter into foreign currency exchange contracts
in order to protect against uncertainty in the level of future foreign exchange
rates. A forward foreign currency exchange contract involves 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. These contracts are entered into in the
interbank market conducted between currency traders (usually large commercial
banks) and their customers. Forward foreign currency exchange contracts may be
bought or sold to protect a Fund against a possible loss resulting from an
adverse change in the relationship between foreign currencies and the U.S.
dollar, or between foreign currencies. Although such contracts are intended 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 which might result
should the value of such currency increase.

CONVERTIBLE SECURITIES (All Funds except ING National
Tax-Exempt Bond Fund, ING U.S. Treasury Money Market Fund and ING Money Market
Fund).
<PAGE> 220
Convertible securities may be converted at either a stated price or stated rate
into underlying shares of common stock and, therefore, are deemed to be equity
securities for purposes of the Funds' management policies. Convertible
securities have characteristics similar to both fixed-income and equity
securities. Convertible securities generally are subordinated to other similar
but nonconvertible securities of the same issuer, although convertible bonds, as
corporate debt obligations, enjoy seniority in right of payment to all equity
securities, and convertible preferred stock is senior to common stock, of the
same issuer. Because of the subordination feature, however, convertible
securities typically have lower ratings than similar nonconvertible securities.

Although to a lesser extent than with fixed-income securities,
the market value of convertible securities tends to decline as interest rates
increase and, conversely, tends to increase as interest rates decline. In
addition, because of the conversion feature, the market value of convertible
securities tends to vary with fluctuations in the market value of the underlying
common stock. A unique feature of convertible securities is that as the market
price of the underlying common stock declines, convertible securities tend to
trade increasingly on a yield basis, and so may not experience market value
declines to the same extent as the underlying common stock. When the market
price of the underlying common stock increases, the prices of the convertible
securities tend to rise as a reflection of the value of the underlying common
stock. While no securities investments are without risk, investments in
convertible securities generally entail less risk than investments in common
stock of the same issuer.

Convertible securities are investments that provide for a
stable stream of income with generally higher yields than common stocks. There
can be no assurance of current income because the issuers of the convertible
securities may default on their obligations. A convertible security, in addition
to providing fixed income, offers the potential for capital appreciation through
the conversion feature, which enables the holder to benefit from increases in
the market price of the underlying common stock. There can be no assurance of
capital appreciation, however, because securities prices fluctuate. Convertible
securities, however, generally offer lower interest or dividend yields than
non-convertible securities of similar quality because of the potential for
capital appreciation.

VARIABLE RATE DEMAND OBLIGATIONS AND FLOATING RATE INSTRUMENTS
(All Funds). The Funds may acquire variable rate demand obligations. The ING
Intermediate Bond Fund and ING National Tax-Exempt Bond Fund may acquire
floating rate instruments as described in the Prospectus. Variable and floating
rate instruments are frequently not rated by credit rating agencies; however,
unrated variable and floating rate instruments purchased by a Fund will be
determined by the Sub-Adviser to be of comparable quality at the time of
purchase to rated instruments eligible for purchase by the Funds. In making such
determinations, the Sub-Adviser will consider the earning power, cash flows and
other liquidity ratios of the issuers of such instruments (such issuers include
financial, merchandising, investment banking, bank holding and other companies)
and will continuously monitor their financial condition. There may not be an
active secondary market with respect
<PAGE> 221
to a particular variable or floating rate instrument purchased by a Fund. The
absence of such an active secondary market could make it difficult for a Fund to
dispose of the variable or floating rate instrument involved. In the event the
issuer of the instrument defaulted on its payment obligations, a Fund could, for
this or other reasons, suffer a loss to the extent of the default. Variable and
floating rate instruments may be secured by bank letters of credit, guarantees
or lending commitments.

GUARANTEED INVESTMENT CONTRACTS (All Funds except ING U.S.
Treasury Money Market Fund). The Funds may invest in Guaranteed Investment
Contracts ("GICs") issued by insurance companies. Pursuant to such contracts,
the Fund makes cash contributions to a deposit fund of the insurance company's
general account. The insurance company then credits to the 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 the Funds 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 a Fund which are not readily marketable, will not exceed 15% (10% in the
case of the Money Market Fund) of a 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.

PRIVATE FUNDS (ING Large Cap Growth Fund, ING Growth & Income
Fund, ING Mid Cap Growth Fund, ING Small Cap Growth Fund, ING Balanced Fund, ING
Global Brand Names Fund, ING International Equity Fund, ING Emerging Markets
Equity Fund, ING European Equity Fund, ING Tax Efficient Equity Fund, ING Focus
Fund, ING Global Information Technology Fund and ING Global Real Estate Fund).
The Funds may invest in U.S. or foreign private limited partnerships or other
investment funds ("Private Funds"). Investments in Private Funds may be highly
speculative and volatile. Because Private Funds generally are investment
companies for purposes of the Investment Company Act of 1940, as amended (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 involve
risks, including loss of the Fund's entire investment in the Private Fund.

OPTIONS ON SECURITIES (All Funds except ING U.S. Treasury
Money Market Fund, ING Money Market Fund and ING National Tax-Exempt Bond
Funds). Each Fund may write (sell) "covered" call options on securities as long
as it owns the underlying securities subject to the option or an option to
purchase the same underlying securities, having an exercise price equal to or
less than the exercise price of the "covered" option, or will establish and
maintain for the term of the option a segregated account consisting of cash or
other liquid securities ("eligible securities") to the extent required by
applicable regulation in
<PAGE> 222
connection with the optioned securities. A Fund may write "covered" put options
provided that, as long as the Fund is obligated as a writer of a put option, the
Fund will own an option to sell the underlying securities subject to the option,
having an exercise price equal to or greater than the exercise price of the
"covered" option, or it will deposit and maintain in a segregated account
eligible securities having a value equal to or greater than the exercise price
of the option. A call option gives the purchaser the right to buy, and the
writer the obligation to sell, the underlying security at the exercise price
during or at the end of the option period. A put option gives the purchaser the
right to sell, and the writer has the obligation to buy, the underlying security
at the exercise price during or at the end of the option period. The premium
received for writing an option will reflect, among other things, the current
market price of the underlying security, the relationship of the exercise price
to such market price, the price volatility of the underlying security, the
option period, supply and demand and interest rates. The Funds may write or
purchase spread options, which are options for which the exercise price may be a
fixed dollar spread or yield spread between the security underlying the option
and another security that is used as a bench mark. The exercise price of an
option may be below, equal to or above the current market value of the
underlying security at the time the option is written. The buyer of a put who
also owns the related security is protected by ownership of a put option against
any decline in that security's price below the exercise price less the amount
paid for the option. The ability to purchase put options allows a Fund to
protect capital gains in an appreciated security it owns, without being required
to actually sell that security. At times a Fund would like to establish a
position in a security upon which call options are available. By purchasing a
call option, a Fund is able to fix the cost of acquiring the security, this
being the cost of the call plus the exercise price of the option. This procedure
also provides some protection from an unexpected downturn in the market because
a Fund is only at risk for the amount of the premium paid for the call option
which it can, if it chooses, permit to expire.

During the option period the covered call writer gives up the
potential for capital appreciation above the exercise price should the
underlying asset rise in value, and the secured put writer retains the risk of
loss should the underlying security decline in value. For the covered call
writer, substantial appreciation in the value of the underlying asset would
result in the security being "called away." For the secured put writer,
substantial depreciation in the value of the underlying security would result in
the security being "put to" the writer. If a covered call option expires
unexercised, the writer realizes a gain in the amount of the premium received.
If the covered call option writer has to sell the underlying security because of
the exercise of a call option, it realizes a gain or loss from the sale of the
underlying security, with the proceeds being increased by the amount of the
premium.

If a secured put option expires unexercised, the writer
realizes a gain from the amount of the premium. If the secured put writer has to
buy the underlying security because of the exercise of the put option, the
secured put writer incurs an unrealized loss to the extent that the current
market value of the underlying security is less than the exercise price of the
put option. However, this would be offset in whole or in part by gain from the
premium received.
<PAGE> 223
OVER-THE-COUNTER OPTIONS (All Funds except ING U.S. Treasury
Money Market Fund, ING Money Market Fund and ING National Tax-Exempt Bond Fund).
As indicated in the prospectus (see "Description of Securities and Investment
Practices"), each Fund may deal in over-the-counter traded options ("OTC
options"). OTC options differ from exchange traded options in several respects.
They are transacted directly with dealers and not with a clearing corporation,
and there is a risk of nonperformance by the dealer as a result of the
insolvency of such dealer or otherwise, in which event a Fund may experience
material losses. However, in writing options the premium is paid in advance by
the dealer. OTC options are available for a greater variety of securities, and a
wider range of expiration dates and exercise prices, than are exchange traded
options. Since there is no exchange, pricing is normally done by reference to
information from market makers, which information is carefully monitored by the
investment manager and verified in appropriate cases.

A writer or purchaser of a put or call option can terminate it
voluntarily only by entering into a closing transaction. In the case of OTC
options, there can be no assurance that a continuous liquid secondary market
will exist for any particular option at any specific time. Consequently, a Fund
may be able to realize the value of an OTC option it has purchased only by
exercising it or entering into a closing sale transaction with the dealer that
issued it. Similarly, when a Fund writes an OTC option, it generally can close
out that option prior to its expiration only by entering into a closing purchase
transaction with the dealer to which the Fund originally wrote it. If a covered
call option writer cannot effect a closing transaction, it cannot sell the
underlying security until the option expires or the option is exercised.
Therefore, a covered call option writer of an OTC option may not be able to sell
an underlying security even though it might otherwise be advantageous to do so.
Likewise, a secured put writer of an OTC option may be unable to sell the
securities pledged to secure the put for other investment purposes while it is
obligated as a put writer. Similarly, a purchaser of such put or call option
might also find it difficult to terminate its position on a timely basis in the
absence of a secondary market.

The staff of the SEC has taken the position that purchased
options not traded on registered domestic securities exchanges and the assets
used as cover for written options not traded on such exchanges are generally
illiquid securities. However, the staff has also opined that, to the extent a
mutual fund sells an OTC option to a primary dealer that it considers
creditworthy and contracts with such primary dealer to establish a formula price
at which the fund would have the absolute right to repurchase the option, the
fund would only be required to treat as illiquid the portion of the assets used
to cover such option equal to the formula price minus the amount by which the
option is in-the-money. Pending resolution of the issue, the Funds will treat
such options and, except to the extent permitted through the procedure described
in the preceding sentence, assets as subject to each such Fund's limitation on
investments in securities that are not readily marketable.

OPTIONS ON INDICES (All Funds except ING U.S. Treasury Money
Market Fund, ING Money Market Fund and ING National Tax-Exempt Bond Fund). Each
Fund also
<PAGE> 224
may purchase and write call and put options on securities indices in an attempt
to hedge against market conditions affecting the value of securities that the
Fund owns or intends to purchase, and not for speculation. Through the writing
or purchase of index options, a Fund can achieve many of the same objectives as
through the use of options on individual securities. Options on securities
indices are similar to options on a security except that, rather than the right
to take or make delivery of a security at a specified price, an option on a
securities index gives the holder the right to receive, upon exercise of the
option, an amount of cash if the closing level of the securities index upon
which the option is based is greater than, in the case of a call, or less than,
in the case of a put, the exercise price of the option. This amount of cash is
equal to the difference between the closing price of the index and the exercise
price of the option. The writer of the option is obligated, in return for the
premium received, to make delivery of this amount. Unlike security options, all
settlements are in cash and gain or loss depends upon price movements in the
market generally (or in a particular industry or segment of the market), rather
than upon price movements in individual securities. Price movements in
securities that the Fund owns or intends to purchase will probably not correlate
perfectly with movements in the level of an index since the prices of such
securities may be affected by somewhat different factors and, therefore, the
Fund bears the risk that a loss on an index option would not be completely
offset by movements in the price of such securities.

When a Fund writes an option on a securities index, it will
segregate and mark-to-market eligible securities to the extent required by
applicable regulation. In addition, where the Fund writes a call option on a
securities index at a time when the contract value exceeds the exercise price,
the Fund will segregate and mark-to-market, until the option expires or is
closed out, cash or cash equivalents equal in value to such excess.

Each Fund may also purchase and sell options on other
appropriate indices, as available, such as foreign currency indices. Options on
a securities index involve risks similar to those risks relating to transactions
in financial futures contracts described above. Also, an option purchased by a
Fund may expire worthless, in which case the fund would lose the premium paid
therefor.

FOREIGN CURRENCY OPTIONS (All Funds except ING U.S. Treasury
Money Market Fund, ING Money Market Fund and ING National Tax-Exempt Bond Fund).
Each Fund may engage in foreign currency options transactions. A foreign
currency option provides the option buyer with the right to buy or sell a stated
amount of foreign currency at the exercise price at a specified date or during
the option period. A call option gives its owner the right, but not the
obligation, to buy the currency, while a put option gives its owner the right,
but not the obligation, to sell the currency. The option seller (writer) is
obligated to fulfill the terms of the option sold if it is exercised. However,
either seller or buyer may close its position during the option period in the
secondary market for such options any time prior to expiration.

A call rises in value if the underlying currency appreciates.
Conversely, a put rises in value if the underlying currency depreciates. While
purchasing a foreign currency
<PAGE> 225
option can protect the Fund against an adverse movement in the value of a
foreign currency, it does not limit the gain which might result from a favorable
movement in the value of such currency. For example, if a Fund were holding
securities denominated in an appreciating foreign currency and had purchased a
foreign currency put to hedge against a decline in the value of the currency, it
would not have to exercise its put. Similarly, if the Fund has entered into a
contract to purchase a security denominated in a foreign currency and had
purchased a foreign currency call to hedge against a rise in value of the
currency but instead the currency had depreciated in value between the date of
purchase and the settlement date, the Fund would not have to exercise its call
but could acquire in the spot market the amount of foreign currency needed for
settlement.

DOLLAR ROLL TRANSACTIONS (ING Growth & Income Fund, ING
Balanced Fund, ING Emerging Markets Equity Fund, ING Intermediate Bond Fund, ING
High Yield Bond Fund, ING International Bond Fund and ING Mortgage Income Fund).
In connection with their ability to purchase securities on a when-issued or
forward commitment basis, the Funds may enter into "dollar rolls" in which the
Funds sell securities for delivery in the current month and simultaneously
contracts with the same counterparty to repurchase similar (same type, coupon
and maturity) but not identical securities on a specified future date. The Funds
give up the right to receive principal and interest paid on the securities sold.
However, the Funds would benefit to the extent of any difference between the
price received for the securities sold and the lower forward price for the
future purchase plus any fee income received. Unless such benefits exceed the
income and capital appreciation that would have been realized on the securities
sold as part of the dollar roll, the use of this technique will diminish the
investment performance of the Funds compared with what such performance would
have been without the use of dollar rolls. The Funds will hold and maintain in a
segregated account until the settlement date liquid assets in an amount equal to
the value of the when-issued or forward commitment securities. The benefits
derived from the use of dollar rolls may depend, among other things, upon the
Sub-Advisers' ability to predict interest rates correctly. There is no assurance
that dollar rolls can be successfully employed. In addition, the use of dollar
rolls by the Funds while remaining substantially fully invested increases the
amount of a Fund's assets that are subject to market risk to an amount that is
greater than the Fund's net asset value, which could result in increased
volatility of the price of the Fund's shares.

FOREIGN CURRENCY FUTURES TRANSACTIONS (All Funds except ING
U.S. Treasury Money Market Fund, ING Money Market Fund and ING National
Tax-Exempt Bond Funds). As part of its financial futures transactions, each Fund
may use foreign currency futures contracts and options on such futures
contracts. Through the purchase or sale of such contracts, a Fund may be able to
achieve many of the same objectives as through forward foreign currency exchange
contracts more effectively and possibly at a lower cost.

Unlike forward foreign currency exchange contracts, foreign
currency futures contracts and options on foreign currency futures contracts are
standardized as to amount and delivery period and are traded on boards of trade
and commodities exchanges. It is anticipated
<PAGE> 226
that such contracts may provide greater liquidity and lower cost than forward
foreign currency exchange contracts.

FOREIGN GOVERNMENT OBLIGATIONS; SECURITIES OF SUPRANATIONAL
ENTITIES (ING International Bond Fund, ING Intermediate Bond Fund, ING
International Equity Fund, ING Tax Efficient Equity Fund, ING Emerging Markets
Equity Fund, ING Global Brand Names Fund and ING European Equity Fund only). A
Fund may invest in obligations issued or guaranteed by one or more foreign
governments or any of their political subdivisions, agencies or
instrumentalities that are determined by the Sub-Adviser to be of comparable
quality to the other obligations in which the Fund may invest. Such securities
also include debt obligations of supranational entities. Supranational entities
include international organizations designated or supported by governmental
entities to promote economic reconstruction or development and international
banking institutions and related government agencies. Examples include the
International Bank for Reconstruction and Development (the World Bank), the
European Coal and Steel Community, the Asian Development Bank and the
InterAmerican Development Bank.

INTEREST RATE FUTURES CONTRACTS (All Funds except ING National
Tax-Exempt Bond Fund, ING U.S. Treasury Money Market Fund, and ING Money Market
Fund). The Funds may purchase and sell interest rate futures contracts ("futures
contracts") as a hedge against changes in interest rates. A futures contract is
an agreement between two parties to buy and sell a security for a set price on a
future date. Future contracts are traded on designated "contracts markets"
which, through their clearing corporations, guarantee performance of the
contracts. Currently, there are futures contracts based on securities such as
long-term U.S. Treasury bonds, U.S. Treasury notes, GNMA Certificates and
three-month U.S. Treasury bills.

Generally, if market interest rates increase, the value of
outstanding debt securities declines (and vice versa). Entering into a futures
contract for the sale of securities has an effect similar to the actual sale of
securities, although sale of the futures contract might be accomplished more
easily and quickly. For example, if a Fund holds long-term U.S. Government
securities and the Sub-Adviser anticipates a rise in long-term interest rates,
it could, in lieu of disposing of its portfolio securities, enter into futures
contracts for the sale of similar long-term securities. If rates increased and
the value of a Fund's portfolio securities declined, the value of a Fund's
futures contracts would increase, thereby protecting the Fund by preventing its
net asset value from declining as much as it otherwise would have. Similarly,
entering into futures contracts for the purchase of securities has an effect
similar to actual purchase of the underlying securities, but permits the
continued holding of securities other than the underlying securities. For
example, if the Sub-Adviser expects long-term interest rates to decline, a Fund
might enter into futures contracts for the purchase of long-term securities, so
that it could gain rapid market exposure that may offset anticipated increases
in the cost of securities it intends to purchase, while continuing to hold
higher-yielding short-term securities or waiting for the long-term market to
stabilize. Futures transactions may fail as hedging techniques where price
movements of the underlying
<PAGE> 227
securities do not follow price movements of the portfolio securities subject to
the hedge. The loss with respect to futures transactions is potentially
unlimited. Also, the Funds may be unable to control losses by closing its
position where a liquid secondary market does not exist.

SHORT SALES (ING Emerging Markets Equity Fund, ING
Intermediate Bond Fund, ING High Yield Bond Fund and ING International Equity
Fund). The Funds may sell a security it does not own in anticipation of a
decline in the market value of that security (short sales). To complete such a
transaction, the Fund must borrow the security to make delivery to the buyer.
The Fund then is obligated to replace the security borrowed by purchasing it at
market price at the time of replacement. The price at such time may be more or
less than the price at which the security was sold by the Fund. Until the
security is replaced, the Fund is required to pay to the lender any dividends or
interest which accrue during the period of the loan. To borrow the security, the
Fund also may be required to pay a premium, which would increase the cost of the
security sold. The proceeds of the short sale will be retained by the broker, to
the extent necessary to meet margin requirements, until the short position is
closed out. Until the Fund replaces a borrowed security, the Funds will maintain
daily a segregated account with the Funds' custodian, liquid assets, at such a
level that (i) the amount deposited in the account plus the amount deposited
with the broker as collateral will equal the current value of the security sold
short and (ii) the amount deposited in the segregated account plus the amount
deposited with the broker as collateral will not be less than the market value
of the security at the time it was sold short. The Fund will incur a loss as a
result of the short sale if the price of the security increases between the date
of the short sale and the date on which the Fund replaces the borrowed security.
The Funds will realize a gain if the security declines in price between those
dates. This result is the opposite of what one would expect from a cash purchase
of a long position in a security. 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 a short sale. No
more than 25% of a Fund's net assets will be, when added together: (i) deposited
as collateral for the obligation to replace securities borrowed to effect short
sales; and (ii) allocated to segregated accounts in connection with short sales.
Short sales against-the-box are not subject to this 25% limit.

In a short sale "against-the-box," a Fund enters into a short
sale of a security which the Fund owns or has the right to obtain at no added
cost. Not more than 25% of a Fund's net assets (determined at the time of the
short sale against-the-box) may be subject to such sales.

LOANS OF PORTFOLIO SECURITIES (All Funds). The Funds may lend
their portfolio securities to brokers, dealers and financial institutions,
provided: (1) the loan is secured continuously by collateral consisting of U.S.
Government securities or cash or letters of credit maintained on a daily
mark-to-market basis in an amount at least equal to the current market value of
the securities loaned; (2) the Funds may at any time call the loan and obtain
the return of the securities loaned within five business days; (3) the Funds
will receive any interest or dividends paid on the loaned securities; and (4)
the aggregate market value of securities loaned will not at any time exceed
one-third of the total assets of a particular Fund.
<PAGE> 228
The Funds will earn income for lending their securities
because cash collateral pursuant to these loans will be invested in short-term
money market instruments. In connection with lending securities, the Funds may
pay reasonable finders, administrative and custodial fees. Loans of securities
involve a risk that the borrower may fail to return the securities or may fail
to provide additional collateral.

REPURCHASE AGREEMENTS (All Funds). The Funds may invest in
securities subject to repurchase agreements with U.S. banks or broker-dealers.
Such agreements may be considered to be loans by the Funds for purposes of the
1940 Act. A repurchase agreement is a transaction in which the seller of a
security commits itself at he time of the sale to repurchase that security from
the buyer at a mutually agreed upon time and price. The repurchase price exceeds
the sale price, reflecting an agreed-upon interest rate effective for the period
the buyer owns the security subject to repurchase. The agreed-upon rate is
unrelated to the interest rate on that security. Each Fund's Sub-Adviser will
monitor the value of the underlying security at the time the transaction is
entered into and at all times during the term of the repurchase agreement to
ensure that the value of the security always equals or exceeds the repurchase
price. In the event of default by the seller under the repurchase agreement, the
Funds may have problems in exercising their rights to the underlying securities
and may incur costs and experience time delays in connection with the
disposition of such securities.

BORROWING (All Funds). The Fund may borrow from banks up to
33 1/3% of the current value of its net assets to purchase securities and for
temporary or emergency purposes and those borrowings may be secured by the
pledge of not more than 33 1/3% of the current value of that Fund's net assets.

REVERSE REPURCHASE AGREEMENTS (All Funds except ING U.S.
Treasury Money Market Fund and ING Money Market Fund). A Fund may borrow funds
by selling portfolio securities to financial institutions such as banks and
broker/dealers and agreeing to repurchase them at a mutually specified date and
price ("reverse repurchase agreements"). Reverse repurchase agreements involve
the risk that the market value of the securities sold by a Fund may decline
below the repurchase price. A Fund will pay interest on amounts obtained
pursuant to a reverse repurchase agreement. While reverse repurchase agreements
are outstanding, a Fund will maintain in a segregated account, other liquid
assets (as determined by the Board) of an amount at least equal to the market
value of the securities, plus accrued interest, subject to the agreement.

LOWER-RATED SECURITIES. (ING Emerging Markets Equity Fund and
ING High Yield Bond Fund). Lower-rated securities are lower-rated bonds commonly
referred to as junk bonds or high-yield/high-risk securities. These securities
are rated Baa or lower by Moody's Investors Service, Inc. (Moody's) or BBB or
lower by Standard & Poor's Corporation (S&P). As described in the Prospectus,
certain of the Funds may invest in lower rated and unrated securities of
comparable quality subject to the restrictions stated in the Prospectus.
<PAGE> 229
Growth of High-Yield High-Risk Bond Market. The widespread
expansion of government, consumer and corporate debt within the U.S. economy has
made the corporate sector more vulnerable to economic downturns or increased
interest rates. Further, an economic downtown could severely disrupt the market
for lower-rated bonds and adversely affect the value of outstanding bonds and
the ability of the issuers to repay principal and interest. The market for
lower-rated securities may be less active, causing market price volatility and
limited liquidity in the secondary market. This may limit the Funds' ability to
sell such securities at their market value. In addition, the market for these
securities may be adversely affected by legislative and regulatory developments.
Credit quality in the junk bond market can change suddenly and unexpectedly, and
even recently issued credit ratings may not fully reflect the actual risks
imposed by a particular security.

Sensitivity to Interest Rate and Economic Changes. Lower rated
bonds are very sensitive to adverse economic changes and corporate developments.
During an economic downturn or substantial period of rising interest rates,
highly leveraged issuers may experience financial stress that would adversely
affect their ability to service their principal and interest payment
obligations, to meet projected business goals, and to obtain additional
financing. If the issuer of a bond defaulted on its obligations to pay interest
or principal or entered into bankruptcy proceedings, the Fund may incur losses
or expenses in seeking recovery of amounts owed to it. In addition, periods of
economic uncertainty and change can be expected to result in increased
volatility of market prices of high-yield, high-risk bonds and the Fund's net
asset value.

Payment Expectations. High-yield, high-risk bonds may contain
redemption or call provisions. If an issuer exercised these provisions in a
declining interest rate market, the Fund would have to replace the security with
a lower yielding security, resulting in a decreased return for investors.
Conversely, a high-yield, high-risk bond's value will decrease in a rising
interest rate market, as will the value of the Fund's assets. If the Fund
experiences significant unexpected net redemptions, this may force it to sell
high-yield, high-risk bonds without regard to their investment merits, thereby
decreasing the asset base upon which expenses can be spread and possibly
reducing the Fund's rate of return.

Liquidity and Valuation. There may be a little trading in the
secondary market for particular bonds, which may affect adversely the Fund's
ability to value accurately or dispose of such bonds. Adverse publicity and
investor perception, whether or not based on fundamental analysis, may decrease
the values and liquidity of high-yield, high-risk bonds, especially in a thin
market.

ILLIQUID SECURITIES (All Funds). Each Fund has adopted a
non-fundamental policy with respect to investments in illiquid securities.
Historically, illiquid securities have included securities subject to
contractual or legal restrictions on resale because they have not been
registered under the Securities Act of 1933, as amended ("Securities Act"),
securities that are otherwise not readily marketable and repurchase agreements
having a
<PAGE> 230
maturity of longer than seven days. Securities that have not been registered
under the Securities Act are referred to as private placements or restricted
securities and are purchased directly from the issuer or in the secondary
market. Mutual funds do not typically hold a significant amount of these
restricted or other illiquid securities because of the potential for delays on
resale and uncertainty in valuation. Limitations on resale may have an adverse
effect on the marketability of portfolio securities and a mutual fund might be
unable to dispose of restricted or other illiquid securities promptly or at
reasonable prices and might thereby experience difficulty satisfying redemptions
within seven days. A mutual fund might also have to register such restricted
securities in order to dispose of them resulting in additional expense and
delay. Adverse market conditions could impede such a public offering of
securities.

In recent years, however, a large institutional market has
developed for certain securities that are not registered under the Securities
Act, including repurchase agreements, commercial paper, foreign securities,
municipal securities and corporate bonds and notes. Institutional investors
depend on either an efficient institutional market in which the unregistered
security can be readily resold or on the issuer's ability to honor a demand for
repayment. The fact that there are contractual or legal restrictions on resale
to the general public or to certain institutions may not be indicative of the
liquidity of such investments.

Each Fund may also invest in restricted securities issued
under Section 4(2) of the Securities Act ("Section 4(2)"), which exempts from
registration "transactions by an issuer not involving any public offering."
Section 4(2) instruments are restricted in the sense that they can only be
resold through the issuing dealer and only to institutional investors; they
cannot be resold to the general public without registration. Restricted
securities issued under Section 4(2) (other than certain commercial paper issued
pursuant to Section 4(2) discussed below) will be treated as illiquid and
subject to the Fund's investment restriction on illiquid securities.

Pursuant to procedures adopted by the Board of Trustees, the
Funds may treat certain commercial paper issued pursuant to Section 4(2) as a
liquid security and not subject to the Funds' investment restriction on illiquid
investments. Section 4(2) commercial paper may be considered liquid only if all
of the following conditions are met: (i) the Section 4(2) commercial paper must
not be traded flat (i.e. without accrued interest) or be in default as to
principal or interest; and (ii) the Section 4(2) commercial paper must be rated
in one of the two highest rating categories by at least two NRSROs, or if only
NRSRO rates the security, by that NRSRO, or if the security is unrated, the
security has been determined to be of equivalent quality.

The SEC has adopted Rule 144A, which allows a broader
institutional trading market for securities otherwise subject to restrictions on
resale to the general public. Rule 144A establishes a "safe harbor" from the
registration requirements of the Securities Act applicable to resales of certain
securities to qualified institutional buyers. It is the intent of the Funds to
invest, pursuant to procedures established by the Board of Trustees and subject
to applicable investment restrictions, in securities eligible for resale under
Rule 144A which are determined to be liquid based upon the trading markets for
the securities.
<PAGE> 231
Pursuant to guidelines set forth by and under the supervision
of the Board of Trustees, as applicable, the Sub-Adviser will monitor the
liquidity of restricted securities in a Fund's portfolio. In reaching liquidity
decisions, the Sub-Adviser will consider, among other things, the following
factors: (1) the frequency of trades and quotes for the security over the course
of six months or as determined in the discretion of the Sub-Adviser; (2) the
number of dealers wishing to purchase or sell the security and the number of
other potential purchasers over the course of six months or as determined in the
discretion of the Sub-Adviser; (3) dealer undertakings to make a market in the
security; (4) the nature of the security and the marketplace in which it trades
(e.g., the time needed to dispose of the security, the method of soliciting
offers and the mechanics of the transfer); and (5) other factors, if any, which
the Sub-Adviser deems relevant.

Rule 144A securities and Section 4(2) commercial paper which
are determined to be liquid based upon their trading markets will not, however,
be required to be included among the securities considered to be illiquid for
purposes of Investment Restriction No. 9. Investments in Rule 144A securities
and Section 4(2) commercial paper could have the effect of increasing Fund
illiquidity.

INVESTMENT RESTRICTIONS

The Funds have adopted investment restrictions numbered 1
through 8 as fundamental policies, which cannot be changed without approval by
the holders of a majority (as defined in the 1940 Act) of the Fund's outstanding
voting shares. Investment restriction number 7 is not a fundamental policy and
may be changed by vote of a majority of a Fund's board members at any time.

Each Fund, except as indicated, 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 a 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 a 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 the SAI;
<PAGE> 232
(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 a Fund may
purchase and sell securities that are secured by real estate or issued by
companies that invest or deal in real estate or real estate investment trusts.

(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 Securities Act of 1933;

(7) Purchase securities on margin, except that a 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; (d) the ING Money Market Fund will not be limited in its
investments in obligations issued by domestic banks; and (e) the ING Global
Information Technology Fund and the ING Global Real Estate Fund will concentrate
their investments as described in the Prospectus.

(9) Invest more than 15%, 10% in the case of the Money Market
Funds, of the value of its 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).

In addition, all Funds except for the ING Global Brand Names
Funds, ING Focus Fund, ING Global Real Estate Fund and ING International Bond
Fund are diversified funds. As such, each will not, with respect to 75% (100%
with respect to the Money Market Funds) of their 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. The Money Market Funds may invest up to 25% of
their total assets in the first tier securities of a single issuer for a period
of up to three business days after the acquisition thereof provided that the
Fund may not invest in the securities of more than one issuer in accordance with
this provision at any time.
<PAGE> 233
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 a Fund's investments will not constitute a violation of
such limitation, except that any borrowing by a 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, a 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.

MANAGEMENT

Trustees and Officers

The principal occupations of the Trustees and executive
officers of the Funds for the past five years are listed below. The address of
each, unless otherwise indicated, is 18 Campus Blvd., Suite 200, Newtown Square,
Pennsylvania 19073. Trustees deemed to be "interested persons" of the Funds for
purposes of the 1940 Act are indicated by an asterisk.

Trustees Biographies

John J. Pileggi,* Trustee, Chairman of the Board and President
- - Age 39. President and Chief Executive Officer of ING Mutual Funds Management
Co. LLC (1998-Present); Director of Furman Selz LLC (1994- present); Senior
Managing Director of Furman Selz LLC (1992-1994); Managing Director of Furman
Selz LLC (1984-1992).

Joseph N. Hankin, Trustee - Age 57. President, Westchester
Community College since 1971; Adjunct Professor of Columbia University Teachers
College since 1976.

Jack D. Rehm, Trustee - Age 65. Chairman of the Board
(Retired) of Meredith Corp. (1992-1997); President and Chief Executive Officer
of Meredith Corp. (1986-1996).

Blaine E. Rieke, Trustee - Age 65. General Partner of
Huntington Partners (1997-present); Chairman and Chief Executive Officer of
Firstar Trust Company (1973-1996).

Richard A. Wedemeyer, Trustee - Age 62. Vice President, The
Channel Corporation (1996-present); Vice President of Performance Advantage,
Inc. (1992-1996); Vice President, Operations and Administration of Jim Henson
Productions (1979-1997).

Officers Biographies

John J. Pileggi, President and Chief Executive Officer - Age
39. See above.
<PAGE> 234
Louis S. Citron, Vice President - Age 33. Senior Vice
President and General Counsel, ING Mutual Funds Management Co. LLC
(1998-present); Attorney at Kramer, Levin, Naftalis & Frankel (1994-1998);
Attorney at Reid & Priest (1991-1994).

Donald Brostrom, Treasurer - Age 39. Executive Vice President
and Chief Financial Officer, ING Mutual Funds Management Co. LLC (1998-present);
Managing Director, Furman Selz LLC (1984-1998).

Rachelle I. Rehner, Secretary - Age 36. Fund Legal Manager,
ING Mutual Funds Management Co. LLC (1998-present); Senior Legal Assistant,
Kramer, Levin, Naftalis & Frankel (1995-1998); Compliance Administrator, BISYS
Funds Services (1994-1995); Senior Legal Assistant, Battle Fowler (1989-1994).

Charles Eng, Assistant Treasurer - Age 34, Fund Accounting
Manager, ING Mutual Funds Management Co. LLC (1998-present); Assistant Manager,
Chase Manhattan Bank (1997-1998); BISYS Fund Services (1996-1997); Associate
Director, Furman Selz LLC (1992-1997).

Amy Lau, Assistant Treasurer - Age 32. Fund Administration
Manager, ING Mutual Funds Management Co. LLC (1998-present); Assistant Vice
President, Smith Barney Asset Management (1996-1998); Associate Director, Furman
Selz LLC (1992-1995).

Trustees of the Funds not affiliated with ING or IFD receive from the
Funds an annual retainer of $5,000.00 and a fee of $835.00 for each Board of
Trustees meeting and Board committee meeting of the Funds attended and are
reimbursed for all out-of-pocket expenses relating to attendance at such
meetings. Trustees who are affiliated with ING or IFD do not receive
compensation from the Funds.

Investment Manager

ING Mutual Funds Management Co. LLC, 18 Campus Blvd., Suite
200, Newtown Square, Pennsylvania 19073, serves as the Manager of the Funds.
IMFC is a wholly owned subsidiary of ING Groep N.V. ("ING Group"). Under the
Management Agreement, IMFC has overall responsibility, subject to the
supervision of the Board of Trustees, for engaging sub-advisers and for
monitoring and evaluating the management of the assets of each Fund by the
Sub-Adviser. The Manager is also responsible for monitoring and evaluating the
Sub-Advisers on a periodic basis, and will consider their performance records
with respect to the investment objectives and policies of each Fund. The
Sub-Advisers are affiliated with the Manager. IMFC also provides certain
administrative services necessary for the Funds' operations including; (i)
coordination of the services performed by the Funds' transfer agent, custodian,
independent accountants and legal counsel; (ii) regulatory compliance, including
the compilation of information for documents such as reports to, and filings
with, the SEC and state securities commissions; (iii) preparation of proxy
statements and shareholder reports for the Funds; (iv) general supervision
relative to the compilation of data required for the
<PAGE> 235
preparation of periodic reports distributed to the Funds' officers and Board of
Trustees; and (v) furnishing office space and certain facilities required for
conducting the business of the Funds.

Pursuant to the Management Agreement, the Manager is
authorized to exercise full investment discretion and make all determinations
with respect to the investment of a Fund's assets and the purchase and sale of
portfolio securities for one or more Funds in the event that at any time no
Sub-Adviser is engaged to manage the assets of a Fund. The Management Agreement
may be terminated without penalty by the vote of the Board of Trustees or the
shareholders of the Fund or by the Manager, upon 60 days' written notice by any
party to the agreement, and will terminate automatically if assigned as that
term is described in the 1940 Act.

The Management Agreement provides that the investment manager
shall not be liable for any error of judgment or mistake of law or for any loss
suffered by the Funds in connection with its performance of services pursuant to
the Management Agreement, except loss resulting from willful misfeasance, bad
faith or gross negligence on the part of the investment adviser in the
performance of its obligations under the Advisory Agreement.

An affiliate of the Manager will make a significant investment
in the Funds. The affiliate may redeem its investment in the Funds at any time.
Such redemption may have an adverse effect on the Funds. In addition, certain
provisions of the 1940 Act may prohibit the Funds from investing in securities
issued by affiliates of the ING Group. Such restrictions may adversely effect
the Funds.

Sub-Advisers

ING Investment Management, LLC ("IIM") serves as Sub-Adviser
to the two Money Market Funds and the ING Intermediate Bond Fund, ING High Yield
Bond Fund, ING Mortgage Income Fund, and the ING Growth & Income Fund. Located
in Atlanta, Georgia, IIM is a Delaware limited liability company which is
engaged in the business of providing investment advice to affiliated insurance
companies.

Baring International Investment Limited ("BIIL") serves as
co-Sub-Adviser to the ING International Bond Fund, ING International Equity Fund
and ING Emerging Markets Equity Fund. Located in London, BIIL is a wholly-owned
subsidiary of Baring Asset Management Holdings Limited ("BAMHL"), the parent of
the worldwide group of investment management companies that operate under the
collective name, Baring Asset Management (the "BAM Group").

Furman Selz Capital Management LLC ("FSCM") serves as
Sub-Adviser to the ING National Tax-Exempt Bond Fund, ING Mid Cap Growth Fund,
ING Balanced Fund, and the ING Focus Fund. Located at 230 Park Avenue, New York,
New York 10169, FSCM is a Delaware limited liability company which is engaged in
the business of providing investment
<PAGE> 236
advice to institutional and individual clients which, as of December 31, 1997,
were valued at $10 billion.

Baring Asset Management, Inc. ("BAM") serves as Sub-Adviser to
the ING Large Cap Growth Fund and ING Small Cap Growth Fund and acts as
Co-Sub-Adviser to the ING International Bond Fund, ING International Equity Fund
and ING Emerging Markets Equity Fund. Located at 125 High Street, Boston,
Massachusetts 02110, BAM is a wholly-owned subsidiary of BAMHL.

Baring International Investment (Far East) Limited ("BIFL")
acts as Co-Sub-Adviser to the ING International Bond Fund, ING International
Equity Fund and ING Emerging Markets Equity Fund. BIFL is located at 19/F
Edinburgh Tower, The Landmark, 15 Queens Road, Central, Hong Kong. BIFL is a
wholly-owned subsidiary of BAMHL.

ING Investment Management Advisors, B.V. ("IIMA"), serves as
Sub-Adviser to the ING Global Brand Names Fund, ING European Equity Fund, ING
Global Information Technology Fund, and ING Global Real Estate Fund. Located at
Schenkkade 65, 2595 AS, The Hague, The Netherlands, IIMA operates under the
collective management of ING Investment Management.

Delta Asset Management ("Delta") serves as Sub-Adviser to the
ING Tax Efficient Equity Fund. Located at 333 South Grand Avenue, Los Angeles,
California, Delta is a division of Furman Selz Capital Management. As of June,
1998 Delta managed approximately $10 billion of assets.

Distribution of Fund Shares

ING Funds Distributor, Inc., 18 Campus Blvd., Suite 200,
Newtown Square, Pennsylvania 19073, serves as Distributor and Principal
Underwriter of the Funds. As distributor, IFD sells shares of each Fund on
behalf of the Trust.
<PAGE> 237
Transfer Agent, Fund Accountant and Account Services

ING Fund Services Co., LLC has entered into a Fund Services
Agreement with the Funds pursuant to which ING Fund Services will perform or
engage third parties to perform transfer agency, fund accounting, account
services and other services. ING Fund Services has retained DST Systems, Inc.
("DST") to act as the Funds' transfer agent and First Data Investors Services
Group ("First Data") to act as the Funds' fund accounting agent. DST is located
at 333 W. 11th Street, Kansas City, Missouri 64105. For their services as
transfer agent and fund accounting agent, DST and First Data, respectively,
receive a fee from ING Fund Services (and not the Funds), payable monthly, based
upon the average daily net assets of the Funds.

Rule 12b-1 Distribution Plan

Pursuant to a Plan of Distribution adopted by each Fund under
Rule 12b-1 under the 1940 Act, each Fund pays the Distributor an annual fee of
0.50% of average net assets attributable to that Fund's Class A shares, 0.75% of
average net assets attributable to that Fund's Class B, Class C and X shares.

The higher distribution fee attributable to Class B, C, and X
shares is designed to permit an investor to purchase such shares through
registered representatives of the Distributor and other broker-dealers without
the assessment of an initial sales charge and at the same time to permit the
Distributor to compensate its registered representatives and other
broker-dealers in connection with the sale of such shares. The distribution fee
for all classes may be used by the Distributor for the purpose of financing any
activity which is primarily intended to result in the sale of shares of the
applicable Fund. For example, such distribution fee may be used by the
Distributor: (a) to compensate broker-dealers, including the Distributor and its
registered representatives, for their sale of Fund shares, including the
implementation of various incentive programs with respect to broker-dealers,
banks, and other financial institutions, (b) to pay for interest and other
borrowing costs incurred by the distributor; and (c) to pay other advertising
and promotional expenses in connection with the distribution of Fund shares.
These advertising and promotional expenses include, by way of example but not by
way of limitation, costs of prospectuses for other than current shareholders;
preparation and distribution of sales literature; advertising of any type;
expenses of branch offices provided jointly by the Distributor and affiliated
companies; and compensation paid to and expenses incurred by officers, employees
or representatives of the Distributor or of other broker-dealers, banks, or
other financial institutions, including travel, entertainment, and telephone
expenses. If the distribution plan is terminated by the Funds, the Board of
Trustees may allow the Funds to pay the 12b-1 Fees to the Distributor for
distributing shares before the plan was terminated.
<PAGE> 238
SHAREHOLDER SERVICING PLAN

The Funds have adopted a Shareholder Servicing Plan pursuant
to which it may pay a service fee up to an annual rate of 0.25% of Fund average
daily net assets to various banks, trust companies, broker-dealers (other than
the Distributor) or other financial organizations including the Manager and its
affiliates (collectively, "Service Organizations") that provide certain
administrative and support services to their customers who own shares of the
Funds.

Some Service Organizations may impose additional or different
conditions on their clients, such as requiring their clients to invest more than
the minimum initial or subsequent investments specified by the Funds or charging
a direct fee for servicing. If imposed, these fees would be in addition to any
amounts which might be paid to the Service Organization by the Funds. Each
Service Organization has agreed to transmit to its clients a schedule of any
such fees. Shareholders using Service Organizations are urged to consult them
regarding any such fees or conditions.

The Glass-Steagall Act and other applicable laws, among other
things, prohibit banks from engaging in the business of underwriting, selling or
distributing securities. There currently is no precedent prohibiting banks from
performing administrative and shareholder servicing functions as Service
Organizations. However, judicial or administrative decisions or interpretations
of such laws, as well as changes in either Federal or state statutes or
regulations relating to the permissible activities of banks and their
subsidiaries or affiliates, could prevent a bank from continuing to perform all
or a part of its servicing activities. In addition, state securities laws on
this issue may differ from the interpretations of federal law expressed herein
and banks and financial institutions may be required to register as dealers
pursuant to state law. If a bank were prohibited from so acting, its shareholder
clients would be permitted to remain shareholders of the Funds and alternative
means for continuing the servicing of such shareholders would be sought. In that
event, changes in the operation of the Funds might occur and a shareholder
serviced by such a bank might no longer be able to avail itself to any services
then being provided by the bank. It is not expected that shareholders would
suffer any adverse financial consequences as a result of any of these
occurrences.

DETERMINATION OF NET ASSET VALUE

As indicated under "Fund Share Valuation" in the applicable
Prospectus, the Money Market Funds use the amortized cost method to determine
the value of its portfolio securities pursuant to Rule 2a-7 under the 1940 Act.
The amortized cost method involves valuing a security at its cost and amortizing
any discount or premium over the period until maturity regardless of the impact
of fluctuating interest rates on the market value of the security. While this
method provides certainty in valuation, it may result in periods during which
the value, as determined by amortized cost, is higher or lower than the price
which the Fund would receive if the security were sold. During these periods,
the yield to a shareholder
<PAGE> 239
may differ somewhat from that which could be obtained from a similar fund which
utilizes a method of valuation based upon market prices. Thus, during periods of
declining interest rates, if the use of the amortized cost method resulted in
lower value of a Fund's portfolio on a particular day, a prospective investor in
the Fund would be able to obtain a somewhat higher yield than would result from
an investment in a fund utilizing solely market values and existing Fund
shareholders would receive correspondingly less income. The converse would apply
during periods of rising interest rates.

Rule 2a-7 provides that in order to value its portfolio using
the amortized cost method, the Money Market Funds must maintain a
dollar-weighted average portfolio maturity of 90 days or less, purchase
securities having remaining maturities of 397 days or less and invest only in
U.S. dollar denominated eligible securities determined by the Trust's Board of
Trustees to be of minimal credit risks and which (1) have received the highest
short-term rating by at least two NRSROs, such as "A-1" by Standard & Poor's and
"P-1" by Moody's; (2) are single rated and have received the highest short-term
rating by a NRSRO; or (3) are unrated, but are determined to be of comparable
quality by the Sub-Adviser.

In addition, the Money Market Funds will not invest more than
5% of their total assets in the securities (including the securities
collateralizing a repurchase agreement) of a single issuer, except that, the
Funds may invest in U.S. Government securities or repurchase agreements that are
collateralized by U.S. Government securities without any such limitation. The
Money Market Funds may invest up to 25% of its total assets in the first tier
securities of a single issuer for a period of up to three business days after
the acquisition thereof provided that the Fund may not invest in the securities
of more than one issuer in accordance with this provision at any one time.

Pursuant to Rule 2a-7, the Board of Trustees is also required
to establish procedures designed to stabilize, to the extent reasonably
possible, the price per share of the Funds, as computed for the purpose of sales
and redemptions at $1.00. Such procedures include review of the Fund's portfolio
holdings by the Board of Trustees, at such intervals as it may deem appropriate,
to determine whether the net asset value of the Funds calculated by using
available market quotations deviates from $1.00 per share based on amortized
cost. The extent of any deviation will be examined by the Board of Trustees. If
such deviation exceeds 1/2 of 1%, the Board of Trustees will promptly consider
what action, if any, will be initiated. In the event the Board of Trustees
determines that a deviation exists which may result in material dilution or
other unfair results to investors or existing shareholders, the Board of
Trustees will take such corrective action as it regards as necessary and
appropriate, which may include selling portfolio instruments prior to maturity
to realize capital gains or losses or to shorten average portfolio maturity,
withholding dividends or establishing a net asset value per share by using
available market quotations.

The Non-Money Market Funds value their portfolio securities in
accordance with the procedures described in the Prospectus.
<PAGE> 240
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

The Prospectus contains a general description of how investors
may buy shares of the Funds and states whether the Funds offer more than one
class of shares. This SAI contains additional information which may be of
interest to investors. Class A Shares are generally sold with a sales charge
payable at the time of purchase (with the exception of the Money Market Funds
which charges no sales charge). The prospectuses contain a table of applicable
sales charges. Certain purchases of Class A shares may be exempt from a sales
charge. Class B and X shares may be subject to a contingent deferred sales
charge ("CDSC") payable upon redemption within a specified period after
purchase. The prospectuses contain a table of applicable CDSCs. Class B and X
shares will automatically convert into Class A shares which are not subject to
sales charges or a CDSC and which are available only to certain investors. Class
C shares are offered without an initial sales charge.

The Funds may sell shares without a sales charge or CDSC
pursuant to several different Special Purchase Plans.

The obligation of each Fund to redeem its shares when called
upon to do so by the shareholder is mandatory with certain exceptions. The Funds
will pay in cash all redemption requests by any shareholder of record, limited
in amount during any 90-day period to the lesser of 250,000 or 1% of the net
asset value of a Fund at the beginning of such period. When redemption requests
exceed such amount, however, the Funds reserve the right to make part or all of
the payment in the form of readily marketable securities or other assets of the
Fund. An example of when this might be done is in case of emergency, such as in
those situations enumerated in the following paragraph, or at any time a cash
distribution would impair the liquidity of the Fund to the detriment of the
existing shareholders. Any securities being so distributed would be valued in
the same manner as the portfolio of the Fund is valued. If the recipient sold
such securities, he or she probably would incur brokerage charges.

Redemption of shares, or payment, may be suspended at times
(a) when the New York Stock Exchange is closed for other than customary weekend
or holiday closings, (b) when trading on New York Stock Exchange is restricted,
(c) when an emergency exists, as a result of which disposal by a Fund of
securities owned by it is not reasonably practicable, or it is not reasonably
practicable for a Fund fairly to determine the value of its net assets, or
during any other period when the SEC, by order, so permits; provided that
applicable rules and regulations of the SEC shall govern as to whether the
conditions prescribed in (b) or (c) exist. The New York Stock Exchange is not
open for business on the following holidays (nor on the nearest Monday or Friday
if the holiday falls on a weekend), on which the Funds will not redeem shares:
New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.
<PAGE> 241
PORTFOLIO TRANSACTIONS

Investment decisions for the Funds and for the other
investment advisory clients of the Sub-Adviser are made with a view to achieving
their respective investment objectives. Investment decisions are the product of
many factors in addition to basic suitability for the particular client
involved. Thus, a particular security may be bought or sold for certain clients
even though it could have been bought or sold for other clients at the same
time. Likewise, a particular security may be bought for one or more clients when
one or more clients are selling the security. In some instances, one client may
sell a particular security to another client. It also sometimes happens that two
or more clients simultaneously purchase or sell the same security, in which
event each day's transactions in such security are, insofar as possible,
averaged as to price and allocated between such clients in a manner which in the
Sub-Adviser's opinion is equitable to each and in accordance with the amount
being purchased or sold by each. There may be circumstances when purchases or
sales of portfolio securities for one or more clients will have an adverse
effect on other clients.

The Funds have no obligation to deal with any dealer or group
of dealers in the execution of transactions in portfolio securities. Subject to
policies established by the Funds' Boards of Trustees, the Sub-Adviser is
primarily responsible for portfolio decisions and the placing of portfolio
transactions. In placing orders, it is the policy of the Funds to obtain the
best results taking into account the broker-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. While the Sub-Adviser
generally seeks reasonably competitive spreads or commissions, the Funds will
not necessarily be paying the lowest spread or commission available. The
reasonableness of such spreads or brokerage commissions will be evaluated by
comparing spreads or commissions among brokers or dealers in consideration of
the factors listed immediately above and research services described below.

Purchases and sales of securities will often be principal
transactions in the case of debt securities and equity securities traded
otherwise than on an exchange. The purchase or sale of equity securities will
frequently involve the payment of a commission to a broker-dealer who effects
the transaction on behalf of a Fund. Debt securities normally will be purchased
or sold from or to issuers directly or to dealers serving as market makers for
the securities at a net price. Generally, money market securities are traded on
a net basis and do not involve brokerage commissions. Under the 1940 Act,
persons affiliated with the Funds or the Distributor are prohibited from dealing
with the Funds as a principal in the purchase and sale of securities except in
limited situations permitted by SEC regulations, unless a permissive order
allowing such transactions is obtained from the SEC.

The cost of executing portfolio securities transactions for
the Money Market Funds primarily consists of dealer spreads and underwriting
commissions. Under the 1940 Act, persons affiliated with the Funds or the
Distributor are prohibited from dealing with the Funds as a principal in the
purchase and sale of securities unless a permissive order allowing such
transactions is obtained from the SEC.
<PAGE> 242
The Sub-Adviser may, in circumstances in which two or more
broker-dealers are in a position to offer comparable results, give preference to
a dealer which has provided statistical or other research services to the
Sub-Adviser. By allocating transactions in this manner, the Sub-Adviser is able
to supplement its research and analysis with the views and information of
securities firms. These items, which in some cases may also be purchased for
cash, include such matters as general economic and security market reviews,
industry and company reviews, evaluations of securities and recommendations as
to the purchase and sale of securities. Some of these services are of value to
the Sub-Adviser in advising various of its clients (including the Funds),
although not all of these services are necessarily useful and of value in
managing the Funds. The management fee paid by the Funds is not reduced because
the Sub-Adviser and its affiliates receive such services.

As permitted by Section 28(e) of the Securities Exchange Act
of 1934 (the "Act"), the Sub-Adviser may cause the Funds to pay a broker-dealer
which provides "brokerage and research services" (as defined in the Act) to the
Sub-Adviser an amount of disclosed commission for effecting a securities
transaction for the Funds in excess of the commission which another
broker-dealer would have charged for effecting that transaction.

Consistent with the Rules of Fair Practice of the National
Association of Securities Dealers, Inc. and subject to seeking the most
favorable price and execution available and such other policies as the Trustees
may determine, the Sub-Adviser may consider sales of shares of the Funds as a
factor in the selection of broker-dealers to execute portfolio transactions for
the Funds.

Portfolio Turnover

Changes may be made in the portfolio consistent with the
investment objectives and policies of the Funds whenever such changes are
believed to be in the best interests of the Funds and their shareholders. It is
anticipated that the annual portfolio turnover rate normally will not exceed the
amounts stated in the Funds' Prospectuses and financial statements. Portfolio
turnover rate is, in general, the percentage computed by taking the lesser of
purchases or sales of portfolio securities (excluding securities with a maturity
date of one year or less at the time of acquisition) for the period and dividing
it by the monthly average of the market value of such securities during the
period.

For purposes of this calculation, portfolio securities exclude
all securities having a maturity when purchased of one year or less.
<PAGE> 243
TAXATION

The Funds intend to qualify and elect annually to be treated
as regulated investment companies under Subchapter M of the Internal Revenue
Code of 1986, as amended (the "Code"). To qualify as a regulated investment
company, a Fund must (a) distribute to shareholders at least 90% of its
investment company taxable income (which includes, among other items, dividends,
taxable interest and the excess of net short-term capital gains over net
long-term capital losses); (b) derive in each taxable year at least 90% of its
gross income from dividends, interest, payments with respect to securities loans
and gains from the sale or other disposition of stock, securities or foreign
currencies or other income derived with respect to its business of investing in
such stock, securities or currencies; and (c) diversify its holdings so that, at
the end of each quarter of the taxable year, (i) at least 50% of the market
value of the Fund's assets is represented by cash and cash items (including
receivables), U.S. Government securities, the securities of other regulated
investment companies and other securities, with such other securities of any one
issuer limited for the purposes of this calculation to an amount not greater
than 5% of the value of the Fund's total assets and not greater than 10% of the
outstanding voting securities of such issuer, and (ii) not more than 25% of the
value of its total assets is invested in the securities of any one issuer (other
than U.S. Government securities or the securities of other regulated investment
companies). In addition, a Fund earning tax-exempt interest must, in each year,
distribute at least 90% of its net tax-exempt income. By meeting these
requirements, the Funds generally will not be subject to Federal income tax on
its investment company taxable income and net capital gains which are
distributed to shareholders. If the Funds do not meet all of these Code
requirements, they will be taxed as ordinary corporations and their
distributions will be taxed to shareholders as ordinary income.

Amounts, other than tax-exempt interest, not distributed on a
timely basis in accordance with a calendar year distribution requirement are
subject to a nondeductible 4% excise tax. To prevent imposition of the excise
tax, each Fund must distribute for each calendar year an amount equal to the sum
of (1) at least 98% of its ordinary income (excluding any capital gains or
losses) for the calendar year, (2) at least 98% of the excess of its capital
gains over capital losses (adjusted for certain ordinary losses) for the
one-year period ending October 31 of such year, and (3) all ordinary income and
capital gain net income (adjusted for certain ordinary losses) for previous
years that were not distributed during such years. A distribution, including an
"exempt-interest dividend," will be treated as paid on December 31, of a
calendar year if it is declared by a Fund during October, November or December
of that year to shareholders of record on a date in such a month and paid by the
Fund during January of the following year. Such distributions will be taxable to
shareholders in the calendar year in which the distributions are declared,
rather than the calendar year in which the distributions are received.

Some Funds 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 under the Code if at least
one-half of its assets constitutes investment-type assets or 75% or more of its
gross income is investment-type income. Under
<PAGE> 244
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. A Fund itself will be subject to tax on the portion, if
any, of the excess distribution that is allocated to the 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. In addition, other elections may become available that would affect the
tax treatment of PFIC stock held by a Fund. Each Fund's intention to qualify
annually as a regulated investment company may limit its elections with respect
to PFIC stock.

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 a
Fund itself to tax on certain income from PFIC stock, the amount that must be
distributed to shareholders and that 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. Investors should consult
their own tax advisors in this regard.

Distributions of investment company taxable income generally
are taxable to shareholders as ordinary income. Distributions from certain of
the Funds may be eligible for the dividends-received deduction available to
corporations. To the extent dividends received by a Fund are attributable to
foreign corporations, a corporation that owns shares will not be entitled to the
dividends-received deduction with respect to its pro rata portion of such
dividends, since the dividends-received deduction is generally available only
with respect to dividends paid by domestic corporations. Proposed legislation,
if enacted, would reduce the dividends-received deduction from 70 to 50 percent.

Distributions of net long-term capital gains, if any,
designated by the Funds as long-term capital gain dividends are taxable to
shareholders as long-term capital gain, regardless of the length of time the
Funds' shares have been held by a shareholder. All distributions are taxable to
the shareholder in the same manner whether reinvested in additional shares or
received in cash. Shareholders will be notified annually as to the Federal tax
status of distributions.

Distributions by a Fund reduce the net asset value of the
Fund's shares. Should a distribution reduce the net asset value below a
shareholder's cost basis, such distribution,
<PAGE> 245
nevertheless, would 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 implications of buying shares just prior to a
distribution by the Funds. The price of shares purchased at that time includes
the amount of the forthcoming distribution. Those purchasing just prior to a
distribution will receive a distribution which nevertheless generally will be
taxable to them.

Upon the taxable disposition (including a sale or redemption)
of shares of a Fund, a shareholder may realize a gain or loss depending upon his
basis in his shares. Such gain or loss generally will be treated as capital gain
or loss if the shares are capital assets in the shareholders' hands. Such gain
or loss will be long-term or short-term, generally depending upon the
shareholder's holding period for the shares. However, a loss realized by a
shareholder on the disposition of Fund shares with respect to which capital gain
dividends have been paid will, to the extent of such capital gain dividends, be
treated as long-term capital loss if such shares have been held by the
shareholder for six months or less. A loss realized on the redemption, sale or
exchange of Fund shares will be disallowed to the extent an exempt interest
dividend was received with respect to those shares if the shares have been held
by the shareholder for six months or less. Further, a loss realized on a
disposition will be disallowed to the extent the shares disposed of are replaced
(whether by reinvestment of distributions or otherwise) within a period of 61
days beginning 30 days before and ending 30 days after the shares are disposed
of. In such a case, the basis of the shares acquired will be adjusted to reflect
the disallowed loss. Shareholders receiving distributions in the form of
additional shares will have a cost basis for Federal income tax purposes in each
share received equal to the net asset value of a share of the Funds on the
reinvestment date.

The taxation of equity options is governed by Code section
1234. Pursuant to Code section 1234, the premium received by a Fund for selling
a put or call option is not included in income at the time of receipt. If the
option expires, the premium is short-term capital gain to the Fund. If the Fund
enters into a closing transaction, the difference between the amount paid to
close out its position and the premium received is short-term capital gain or
loss. If a call option written by a Fund is exercised, thereby requiring the
Fund to sell the underlying security, the premium will increase the amount
realized upon the sale of such security and any resulting gain or loss will be a
capital gain or loss, and will be long-term or short-term depending upon the
holding period of the security. 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 long-term or short-term, depending upon the
holding period of the option. If the option expires, the resulting loss is a
capital loss and is long-term or short-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 of the options, futures contracts, and forward foreign
currency exchange contracts that several of the Funds may invest in are
so-called "section 1256 contracts." With certain exceptions, gains or losses on
section 1256 contracts generally are
<PAGE> 246
considered 60% long-term and 40% short-term capital gains or losses ("60/40").
Also, section 1256 contracts held by a Fund at the end of a taxable year (and,
generally, for purposes of the 4% excise tax, on October 31 of each year) are
"marked-to market" with the result that unrealized gains or losses are treated
as though they were realized and the resulting gain or loss is treated as 60/40
gain or loss. Investors should consult their own tax advisors in this regard.

Generally, the hedging transactions undertaken by a Fund may
result in "straddles" for 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 a position that is part of a 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 such losses are
realized. Because only a few regulations implementing the straddle rules have
been promulgated, the tax consequences to a Fund of hedging transactions are not
entirely clear. Hedging transactions may increase the amount of short-term
capital gain realized by a Fund which is taxed as ordinary income when
distributed to stockholders.

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 the rules
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 substantially as
compared to a Fund that did not engage in such hedging transactions. Investors
should consult their own tax advisors in this regard.

Certain requirements that must be met under the Code in order
for a Fund to qualify as a regulated investment company, may limit the extent to
which a Fund will be able to engage in transactions in options, futures, and
forward contracts.

Under the Code, gains or losses attributable to fluctuations
in exchange rates which occur between the time a Fund accrues interest,
dividends or other receivables, or accrues expenses or other liabilities
denominated in a foreign currency, and the time the Fund actually collects such
receivables, 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 options and forward and futures
contracts, 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 or
losses, referred to under the Code as "section 988" gains or
<PAGE> 247
losses, may increase, decrease, or eliminate the amount of a Fund's investment
company taxable income to be distributed to its shareholders as ordinary income.
Investors should consult their own tax advisors in this regard.

Income received by a Fund from sources within foreign
countries may be subject to withholding and other similar income taxes imposed
by the foreign country. 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,
the Fund will be eligible and intends to elect to "pass-through" to its
shareholders the amount of such foreign taxes paid by the Fund. Pursuant to this
election, a shareholder would 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 would be entitled either to deduct his pro rata
share of foreign 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). Each shareholder will be notified within 60 days
after the close of a Fund's taxable year whether the foreign taxes paid by a
Fund will "pass-through" for that year and, if so, such notification will
designate (a) the shareholder's portion of the foreign taxes paid to each such
country, and (b) the portion of the dividend which represents income derived
from foreign sources.

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
total foreign source taxable income. For this purpose, if a Fund makes the
election described in the preceding paragraph, the source of the Fund's income
flows through to its shareholders. With respect to a Fund, gains from the sale
of securities will be treated as derived from U.S. sources and certain currency
fluctuations gains, including fluctuation gains from foreign
currency-denominated debt securities, receivables and payables, will 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 foreign source passive income of a
Fund. The foreign tax credit may offset only 90% of the alternative minimum tax
imposed on corporations and individuals, and foreign taxes generally may not be
deducted in computing alternative minimum taxable income.

The Funds are required to report to the Internal Revenue
Service ("IRS") all distributions except in the case of certain exempt
shareholders. All such distributions generally are subject to withholding of
Federal income tax at a rate of 31% ("backup withholding") in the case of
non-exempt shareholders if (1) the shareholder fails to furnish the Funds with
and to certify the shareholder's correct taxpayer identification number or
social security number, (2) the IRS notifies the Funds or a shareholder 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 is not subject to backup
withholding. If the withholding provisions are applicable, any such
distributions, whether reinvested in additional shares or taken in cash, will be
reduced by the amounts
<PAGE> 248
required to be withheld. Backup withholding is not an additional tax. Any amount
withheld may be credited against the shareholder's U.S. Federal income tax
liability. Investors may wish to consult their tax advisers about the
applicability of the backup withholding provisions.

The foregoing discussion relates only to Federal income tax
law as applicable to U.S. persons (i.e., U.S. citizens and residents and U.S.
corporations, partnerships, trusts and estates). Distributions by the Funds also
may be subject to state and local taxes and their treatment under state and
local income tax laws may differ from Federal income tax treatment.
Distributions of a Fund which are derived from interest on obligations of the
U.S. Government and certain of its agencies and instrumentalities may be exempt
from state and local income taxes in certain states. Shareholders should consult
their tax advisers with respect to particular questions of Federal, state and
local taxation. Shareholders who are not U.S. persons should consult their tax
advisers regarding U.S. and foreign tax consequences of ownership of shares of
the Funds including the likelihood that distributions to them would be subject
to withholding of U.S. tax at a rate of 30% (or at a lower rate under a tax
treaty).

ING National Tax-Exempt Bond Fund. This Fund intends to manage
its portfolio so that it will be eligible to pay "exempt-interest dividends" to
shareholders. The Fund will so qualify if, at the close of each quarter of its
taxable year, at least 50% of the value of its total assets consists of state,
municipal, and certain other securities, the interest on which is exempt from
the regular Federal income tax. To the extent that the Fund's dividends
distributed to shareholders are derived from such interest income and are
designated as exempt-interest dividends by the Fund, they will be excludable
from a shareholder's gross income for Federal income tax purposes.
Exempt-interest dividends, however, must be taken into account by shareholders
in determining whether their total incomes are large enough to result in
taxation of up to 85% of their Social Security benefits and certain railroad
retirement benefits. The Fund will inform shareholders annually as to the
portion of the distributions from the Fund which constitute except-interest
dividends. In addition, for corporate shareholders of the Fund, exempt interest
dividends may comprise part or all of an adjustment to alternative minimum
taxable income. Exempt-interest dividends that are attributable to certain
private activity bonds, while not subject to the regular Federal income tax, may
constitute an item of tax preference for purposes of the alternative minimum
tax.

To the extent that the Fund's dividends are derived from its
investment company taxable income (which includes interest on its temporary
taxable investments and the excess of net short-term capital gain over net
long-term capital loss), they are considered ordinary (taxable) income for
Federal income tax purposes. Such dividends will not qualify for the
dividends-received deduction for corporations. Distributions, if any, of net
long-term capital gains (the excess of net long-term capital gain over net
short-term capital loss) designated by a Fund as long-term capital gain
dividends are taxable to shareholders as long-term capital gain regardless of
the length of time the shareholder has owned shares of the Fund.
<PAGE> 249
OTHER INFORMATION

Capitalization

The Trust is a Delaware business trust established under a
Trust Instrument dated July 30, 1998 and currently consists of twenty separately
managed portfolios, all of which are discussed in this SAI. Each portfolio is
comprised of four different classes of shares -- Class A shares, Class B shares,
Class C shares and Class X shares.

The capitalization of the Funds consists solely of an
unlimited number of shares of beneficial interest with a par value of $0.001
each. The Board of Trustees may establish additional Funds (with different
investment objectives and fundamental policies) at any time in the future.
Establishment and offering of additional Funds will not alter the rights of the
shareholders. When issued, shares are fully paid, non-assessable, redeemable and
freely transferable. Shares do not have preemptive rights or subscription
rights. In any liquidation of a Fund, each shareholder is entitled to receive
his pro rata share of the net assets of that Fund.

In the event of a liquidation or dissolution of the Funds or
an individual Fund, shareholders of a particular Fund would be entitled to
receive the assets available for distribution belonging to such Fund, and a
proportionate distribution, based upon the relative net asset values of the
respective Funds, of any general assets not belonging to any particular Fund
which are available for distribution. Shareholders of a Fund are entitled to
participate in the net distributable assets of the particular Fund involved in
liquidation, based on the number of shares of the Fund that are held by each
shareholder.

Voting Rights

Under the Trust Instrument, the Funds are not required to hold
annual meetings of each Fund's shareholders to elect Trustees or for other
purposes. It is not anticipated that the Funds will hold shareholders' meetings
unless required by law or the Trust Instrument. In this regard, the Trust will
be required to hold a meeting to elect Trustees to fill any existing vacancies
on the Board if, at any time, fewer than a majority of the Trustees have been
elected by the shareholders of the Funds. In addition, the Trust Instrument
provides that the holders of not less than two-thirds of the outstanding shares
of the Funds may remove persons serving as Trustee either by declaration in
writing or at a meeting called for such purpose. The Trustees are required to
call a meeting for the purpose of considering the removal of persons serving as
Trustee if requested in writing to do so by the holders of not less than 10% of
the outstanding shares of the Funds. To the extent required by applicable law,
the Trustees shall assist shareholders who seek to remove any person serving as
Trustee.

The Funds' shares do not have cumulative voting rights, so
that the holder of more than 50% of the outstanding shares may elect the entire
Board of Trustees, in which case the holders of the remaining shares would not
be able to elect any Trustees.
<PAGE> 250
Shareholders of all of the Funds, as well as those of any
other investment portfolio now or hereafter offered by the Fund, will vote
together in the aggregate and not separately on a Fund-by-Fund basis, except as
otherwise required by law or when permitted by the Board of Trustees. Rule 18f-2
under the 1940 Act provides that any matter required to be submitted to the
holders of the outstanding voting securities of an investment company such as
the Funds shall not be deemed to have been effectively acted upon unless
approved by the holders of a majority of the outstanding shares of each Fund
affected by the matter. A Fund is affected by a matter unless it is clear that
the interests of each Fund in the matter are substantially identical or that the
matter does not affect any interest of the Fund. Under the Rule, the approval of
an investment advisory agreement or any change in a fundamental investment
policy would be effectively acted upon with respect to a Fund only if approved
by a majority of the outstanding shares of such Fund. However, the Rule also
provides that the ratification of the appointment of independent auditors, the
approval of principal underwriting contracts and the election of trustees may be
effectively acted upon by shareholders of the Funds voting together in the
aggregate without regard to a particular Fund.

Custodian

Investors Fiduciary Trust Company acts as custodian of the
Trust's assets. The Trustees of the Funds have reviewed and approved custodial
arrangements for securities held outside of the United States in accordance with
Rule 17f-5 of the 1940 Act.

Yield and Performance Information

The Funds may, from time to time, include their yields,
effective yields, tax equivalent yields and average annual total returns in
advertisements or reports to shareholders or prospective investors.

Current yields for the Money Market Funds will be based on the
change in the value of a hypothetical investment (exclusive of capital changes
such as gains or losses from the sale of securities and unrealized appreciation
and depreciation) over a particular seven-day period, less a pro rata share of
each Fund's expenses accrued over that period (the "base period"), and stated as
a percentage of the investment at the start of the base period (the "base period
return"). The base period return is then annualized by multiplying by 365/7,
with the resulting yield figure carried to at least the nearest hundredth of one
percent. "Effective yield" for each Money Market Fund assumes that all dividends
received during the base period have been reinvested. Calculation of "effective
yield" begins with the same "base period return" used in the calculation of
yield, which is then annualized to reflect weekly compounding pursuant to the
following formula:

Effective Yield = [(Base Period Return +1) [(RAISED TO THE (365/7) POWER]] - 1.

Quotations of yield for the Non-Money Market Funds will be
based on the investment income per share earned during a particular 30-day
period, less expenses accrued
<PAGE> 251
during a period ("net investment income") and will be 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:

a - b 6
YIELD = 2[( ----- +1 ) - 1]
cd

where a = dividends and interest earned during the period, b =
expenses accrued for the period (net of any 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.

Quotations of the tax-equivalent yield for the ING National
Tax-Exempt Bond Fund will be calculated according to the following formula:

TAX EQUIVALENT YIELD = ( E )
-----
1 - p

E = Tax-Exempt yield
p = stated income tax rate

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 1, 5 and 10 years (up to the life of the
Fund), calculated pursuant to the following formula:

n
P(l+T) = 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 will reflect a proportional share of Fund
expenses (net of certain reimbursed expenses) on an annual basis, and will
assume that all dividends and distributions are reinvested when paid.

Quotations of yield and total return will reflect only the
performance of a hypothetical investment in the Funds during the particular time
period shown. Yield and total return for the Funds will vary based on changes in
the market conditions and the level of a Fund's expenses, and no reported
performance figure should be considered an indication of performance which may
be expected in the future.

In connection with communicating its yields or total return to
current or prospective shareholders, the Funds also may compare these figures to
the performance of other mutual funds tracked by mutual fund rating services or
to other unmanaged indices
<PAGE> 252
which may assume reinvestment of dividends but generally do not reflect
deductions for administrative and management costs.

Performance information for the Funds may be compared, in
reports and promotional literature, to: (i) the Standard & Poor's 500 Stock
Index, Dow Jones Industrial Average, or other unmanaged indices so that
investors may compare the Funds' results with those of a group of unmanaged
securities widely regarded by investors as representative of the securities
markets in general; (ii) other groups of mutual funds tracked by Lipper
Analytical Services, a widely used independent research firm which ranks mutual
funds by overall performance, investment objectives, and assets, or tracked by
other services, companies, publications, or persons who rank mutual funds on
overall performance or other criteria; and (iii) the Consumer Price Index
(measure for inflation) to assess the real rate of return from an investment of
dividends but generally do not reflect deductions for administrative and
management costs and expenses.

Investors who purchase and redeem shares of the Funds through
a customer account maintained at a Service Organization may be charged one or
more of the following types of fees as agreed upon by the Service Organization
and the investor, with respect to the customer services provided by the Service
Organization: account fees (a fixed amount per month or per year); transaction
fees (a fixed amount per transaction processed); compensating balance
requirements (a minimum dollar amount a customer must maintain in order to
obtain the services offered); or account maintenance fees (a periodic charge
based upon a percentage of the assets in the account or of the dividends paid on
those assets). Such fees will have the effect of reducing the yield and average
annual total return of the Funds for those investors. Investors who maintain
accounts with the Trust as transfer agent will not pay these fees.

Independent Auditors

Ernst & Young LLP serves as the independent auditors for the
Funds. Ernst & Young LLP provides audit services, tax return preparation and
assistance and consultation in connection with review of SEC filings. Ernst &
Young LLP's address is 787 Seventh Avenue, New York, NY 10019

Registration Statement

This SAI and the Prospectus do not contain all the information
included in the Funds' Registration Statement filed with the SEC under the
Securities Act of 1933 with respect to the securities offered hereby, certain
portions of which have been omitted pursuant to the rules and regulations of the
SEC. The Registration Statement, including the exhibits filed therewith, may be
examined at the office of the SEC in Washington, D.C.

Statements contained herein and in the Prospectus as to the
contents of any contract or other documents referred to are not necessarily
complete, and, in each instance,
<PAGE> 253
reference is made to the copy of such contract or other documents filed as an
exhibit to the Registration Statement, each such statement being qualified in
all respects by such reference.
<PAGE> 254
APPENDIX

DESCRIPTION OF MOODY'S BOND RATINGS:

Excerpts from Moody's description of its four highest bond ratings are
listed as follows: Aaa -- judged to be the best quality and they carry the
smallest degree of investment risk; Aa -- judged to be of high quality by all
standards. Together with the Aaa group, they comprise what are generally know as
high grade bonds; A -- possess many favorable investment attributes and are to
be considered as "upper medium grade obligations"; Baa -- considered to be
medium grade obligations, i.e., they are neither highly protected nor poorly
secured. Interest payments and principal security appear adequate for the
present but certain protective elements may be lacking or may be
characteristically unreliable over any great length of time. This group is the
lowest which qualifies for investment grade. Other Moody's bond descriptions
include: Ba -- judged to have speculative elements, their future cannot be
considered as well assured; B -- generally lack characteristics of the 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 rated class of
bonds, regarded as having extremely poor prospects.

Moody's also supplies 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; the modifier 2 indicates a mid-range ranking; and modifier
3 indicates a ranking toward the lower end of the category.

DESCRIPTION OF S&P'S BOND RATINGS:

Excerpts from S&P's description of its four highest bond ratings are
listed as follows: AAA --highest grade obligations, in which capacity to pay
interest and repay principal is extremely strong; AA -- also qualify as high
grade obligations, having a very strong capacity to pay interest and repay
principal, and differs from AAA issues only in a small degree; A -- regarded as
upper medium grade, having a strong capacity to pay interest and repay
principal, although they are somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than debt in higher rated
categories; BBB -- regarded as having an adequate capacity to pay interest and
repay principal. Whereas it normally exhibits adequate protection parameters,
adverse economic conditions or changing circumstances are more likely to lead to
a weakened capacity to pay interest and repay principal for debt in this
category than in higher rated categories. This group is the lowest which
qualifies for investment grade. BB, B, CCC, CC -- predominantly speculative with
respect to capacity to pay interest and repay principal in accordance with terms
of the obligations; BB indicates the highest grade and CC the lowest within the
speculative rating categories.

S&P applies indicators "+," no character, and "-" to its rating
categories. The indicators show relative standing within the major rating
categories.
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DESCRIPTION OF MOODY'S RATINGS OF NOTES AND VARIABLE RATE DEMAND INSTRUMENTS:

Moody's ratings for state and municipal short-term obligations will be
designated Moody's Investment Grade or MIG. Such ratings recognize the
differences between short-term credit and long-term risk. Short-term ratings on
issues with demand features (variable rate demand obligations) are
differentiated by the use of the VMIG symbol to reflect such characteristics as
payment upon periodic demand rather than fixed maturity dates and payments
relying on external liquidity.

MIG 1/VMIG 1: This designation denotes best quality. There is present
strong protection by established cash flows, superior liquidity support or
demonstrated broad-based access to the market for refinancing.

MIG 2/VMG 2: This denotes high quality. Margins of protection are ample
although not as large as in the preceding group.

DESCRIPTION OF MOODY'S TAX-EXEMPT COMMERCIAL PAPER RATINGS:

Moody's commercial paper ratings are opinions of the ability of issuers
to repay punctually promissory obligations which have an original maturity not
exceeding nine months. Moody's makes no representation that such obligations are
exempt from registration under the Securities Act of 1933, nor does it represent
that any specific note is a valid obligation of a rated issuer or issued in
conformity with any applicable law. The following designations, all judged to be
investment grade, indicate the relative repayment ability of rated issuers of
securities in which the Trust may invest.

PRIME-1: Issuers rated Prime-1 (or supporting institutions) have a
superior ability for repayment of senior short-term promissory obligations.

PRIME-2: Issuers rated Prime-2 (or supporting institutions) have a
strong ability for repayment of senior short-term promissory obligations.

DESCRIPTION OF S&P'S RATINGS FOR MUNICIPAL BONDS:

INVESTMENT GRADE

AAA: Debt rated "AAA" has the highest rating assigned by S&P. Capacity
to pay interest and repay principal is extremely strong.

AA: Debt rated "AA" has a very strong capacity to pay interest and
repay principal and differs from the highest rated issues only in a small
degree.

A: Debt rated "A" has strong capacity to pay interest and repay
principal although it is somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than debt in higher rated
categories.
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BBB: Debt rated "BBB" is regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than in higher rated categories.

SPECULATIVE GRADE

BB, B, CCC, CC: Debt rated in these categories is regarded as having
predominantly speculative characteristics with respect to capacity to pay
interest and repay principal. While such debt will likely have some quality and
protective characteristics, these are outweighed by large uncertainties or major
risk exposures to adverse conditions.

CI: The "CI" rating is reserved for income bonds on which no interest
is being paid.

D: Debt rated "D" is in default, and payment of interest and/or
repayment of principal is in arrears.

PLUS (+) OR MINUS (-): The ratings from "AA" to "CCC" may be modified
by the addition of a plus or minus sign to show relative standing within the
major rating categories.

DESCRIPTION OF S&P'S RATINGS FOR INVESTMENT GRADE MUNICIPAL NOTES AND SHORT-TERM
DEMAND OBLIGATIONS:

SP-1: Issues carrying this designation have a very strong or strong
capacity to pay principal and interest. Those issues determined to possess
overwhelming safety characteristics will be given a plus (+) designation.

SP-2: Issues carrying this designation have a satisfactory capacity to
pay principal and interest.

DESCRIPTION OF S&P'S RATINGS FOR DEMAND OBLIGATIONS AND TAX-EXEMPT COMMERCIAL
PAPER:

An S&P commercial paper rating is a current assessment of the
likelihood of timely repayment of debt having an original maturity of no more
than 365 days. The two rating categories for securities in which the Trust may
invest are as follows:

A-1: This highest category indicates that the degree of safety
regarding timely payment is strong. Those issues determined to possess extremely
strong safety characteristics will be denoted with a plus (+) designation.

A-2: Capacity for timely payment on issues with this designation is
satisfactory. However, the relative degree of safety is not as high as for
issues designated "A-1."