ING FUNDS TRUST
485APOS, 1999-11-30
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<PAGE>   1
As filed with the Securities and Exchange Commission on November 30, 1999

                                       Registration Nos. 333-59745 and 811-08895
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

                                    Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                 |X|

                           Pre-Effective Amendment No.

                         Post-Effective Amendment No.  2                |X|

                                 and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940         |X|

                                 Amendment No. 3                        |X|

                                 ING FUNDS TRUST
               (Exact Name of Registrant as Specified in Charter)

                               1475 Dunwoody Drive
                             West Chester, PA 19380
               ---------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

       Registrant's Telephone Number, including Area Code: (877) 463-6464

                                 Louis S. Citron
                       ING Mutual Funds Management Co. LLC
                               1475 Dunwoody Drive
                             West Chester, PA 19380
                     (Name and Address of Agent for Service)

      Approximate date of proposed public offering: As soon as practicable after
the effective date of the Registration Statement.

      It is proposed that this filing will become effective (check appropriate
box):

      |_|  Immediately upon filing pursuant to paragraph (b)

      |_|  60 days after filing pursuant to paragraph (a)(1)

      |X|  75 days after filing pursuant to paragraph (a)(2)

      |_|  On (date) pursuant to paragraph (b)

      |_|  On (date) pursuant to paragraph (a)(1)

      |_|  On (date) pursuant to paragraph (a)(2) of Rule 485.


      If appropriate, check the following box:

      |_|  This post-effective amendment designates a new effective date for a
            previously filed post-effective amendment.

      Title of Securities Being Registered:  Shares of Beneficial Interest, par
value $0.001.


================================================================================

<PAGE>   2

                                   PROSPECTUS

                                February __, 2000


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

CLASS A, B & C SHARES



STOCK FUNDS
         ING Large Cap Growth Fund
         ING Growth & Income Fund
         ING Mid Cap Growth Fund
         ING Small Cap Growth Fund
         ING Global Brand Names Fund
         ING International Equity Fund
         ING European Equity Fund
         ING Tax Efficient Equity Fund
         ING Tax Efficient Equity Value Fund
         ING Focus Fund
         ING Global Information Technology Fund
         ING Global Communications Fund
         ING Internet Fund
         ING Technology Fund
         ING Balanced Fund
         ING Emerging Markets Equity Fund
         ING Global Real Estate Fund
         ING Quality of Life Fund

BOND FUNDS
         ING Intermediate Bond Fund
         ING High Yield Bond Fund
         ING High Yield Real Estate Fund
         ING International Bond Fund
         ING Mortgage Income Fund
         ING National Tax-Exempt Bond Fund
         ING Enhanced Capital Preservation Fund

MONEY MARKET FUNDS
         ING Money Market Fund
         ING U.S. Treasury Money Market Fund
         ING National Tax-Exempt Money Market Fund


         This Prospectus has information you should know before you invest.
Please read it carefully and keep it with your investment records. Although
these securities have been registered with the Securities and Exchange
Commission, the Commission has not judged them for investment merit and does not
guarantee the accuracy or adequacy of the information in this Prospectus. Anyone
who informs you otherwise is committing a criminal offense.

                                                  [INSERT ING [LION LOGO] FUNDS]
<PAGE>   3

                                TABLE OF CONTENTS

FUNDS AT A GLANCE.........................................................

STOCK FUNDS...............................................................
         ING Large Cap Growth Fund........................................
         ING Growth & Income Fund.........................................
         ING Mid Cap Growth Fund..........................................
         ING Small Cap Growth Fund........................................
         ING Global Brand Names Fund......................................
         ING International Equity Fund....................................
         ING European Equity Fund.........................................
         ING Tax Efficient Equity Fund....................................
         ING Tax Efficient Equity Value Fund..............................
         ING Focus Fund...................................................
         ING Global Information Technology Fund...........................
         ING Global Communications Fund...................................
         ING Internet Fund................................................
         ING Technology Fund..............................................
         ING Balanced Fund................................................
         ING Emerging Markets Equity Fund.................................
         ING Global Real Estate Fund......................................
         ING Quality of Life Fund.........................................

BOND FUNDS................................................................
         ING Intermediate Bond Fund.......................................
         ING High Yield Bond Fund.........................................
         ING High Yield Real Estate Fund..................................
         ING International Bond Fund......................................
         ING Mortgage Income Fund.........................................
         ING National Tax-Exempt Bond Fund................................
         ING Enhanced Capital Preservation Fund...........................

MONEY MARKET FUNDS........................................................
         ING Money Market Fund............................................
         ING U.S. Treasury Money Market Fund..............................
         ING National Tax-Exempt Money Market Fund........................

FEES AND EXPENSES.........................................................

MANAGEMENT OF THE FUNDS...................................................

PRICING ALTERNATIVES......................................................

HOW TO PURCHASE SHARES....................................................

HOW TO REDEEM SHARES......................................................

EXCHANGE PRIVILEGE........................................................

PRICING OF SHARES.........................................................

DIVIDENDS AND DISTRIBUTIONS...............................................


                                       2
<PAGE>   4

TAXES.....................................................................

MORE INFORMATION ABOUT RISKS..............................................

FINANCIAL HIGHLIGHTS......................................................


                                       3
<PAGE>   5

                                FUNDS AT A GLANCE


STOCK FUNDS

The following Funds invest primarily in equity securities:

ING LARGE CAP GROWTH FUND

Investment Objective:      Long-term capital appreciation.

Main Investments:          A diversified portfolio of equity securities issued
                           by companies with market capitalizations of more than
                           $1 billion at the time of acquisition which in the
                           Sub-Adviser's opinion possess growth potential.

Main Risks:                Price volatility and other risks, as discussed
                           herein, related to investments in growth-oriented
                           equity securities.

ING GROWTH & INCOME FUND

Investment Objective:      High total return.

Main Investments:          A diversified portfolio of income-producing equity
                           securities.

Main Risks:                Price volatility and other risks, as discussed
                           herein, related to investments in equity securities
                           and income producing equity securities (for example,
                           sensitivity to interest rate fluctuations).

ING MID CAP GROWTH FUND

Investment Objective:      Long-term capital appreciation.

Main Investments:          A diversified portfolio of equity securities issued
                           by medium-sized companies (that is, companies 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.

Main Risks:                Price volatility and other risks, as discussed
                           herein, related to investments in growth-oriented
                           equity securities. Investments in medium-sized
                           companies may also experience greater volatility and
                           risk of loss than customarily associated with larger,
                           more established companies.

ING SMALL CAP GROWTH FUND

Investment Objective:      Long-term capital appreciation.

Main Investments:          A diversified portfolio of equity securities issued
                           by smaller companies (that is, companies with market
                           capitalizations falling within the Russell 2500
                           Growth Index at the time of acquisition) which in the
                           Sub-Adviser's opinion possess growth potential.

Main Risks:                Price volatility and other risks, as discussed
                           herein, related to investments in growth-oriented
                           equity securities. Investments in smaller companies
                           may also experience greater volatility and risk of
                           loss than customarily associated with medium sized
                           companies or larger, more established companies.


                                       4
<PAGE>   6

ING GLOBAL BRAND NAMES FUND

Investment Objective:      Long-term capital appreciation.

Main Investments:          A non-diversified portfolio of equity securities of
                           companies located throughout the world, 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.

Main Risks:                Price volatility and other risks, as discussed
                           herein, related to investments in equity securities.
                           The Fund also will experience price volatility and
                           risks related to investments in foreign securities
                           (for example, currency exchange rate fluctuations).

ING INTERNATIONAL EQUITY FUND

Investment Objective:      Long-term capital appreciation.

Main Investments:          A diversified portfolio of equity securities of
                           issuers organized or having a majority of their
                           assets in or deriving a majority of their operating
                           income in any country throughout the world, not
                           including the United States.

Main Risks:                Price volatility and other risks, as discussed
                           herein, related to investments in equity securities.
                           The Fund also will experience price volatility and
                           risks related to investments in foreign securities
                           (for example, currency exchange rate fluctuations).

ING EUROPEAN EQUITY FUND

Investment Objective:      Long-term capital appreciation.

Main Investments:          A diversified portfolio of equity securities of
                           issuers which are principally traded in the European
                           capital markets, or that derive a majority of their
                           total revenues from either goods produced or services
                           rendered within Europe, or that are organized under
                           the laws of and have a principal office in a European
                           country.

Main Risks:                Price volatility and other risks, as discussed
                           herein, related to investments in equity securities.
                           The Fund also will experience price volatility and
                           risks related to investments in foreign securities
                           (for example, currency exchange rate fluctuations).

ING TAX EFFICIENT EQUITY FUND

Investment Objective:      High total return on an after-tax basis.

Main Investments:          A diversified portfolio of equity securities and
                           instruments whose returns depend upon stock market
                           prices, which will be managed by the Sub-Adviser in a
                           manner that will attempt to defer the realization of
                           accrued capital gains.

Main Risks:                Price volatility and other risks, as discussed
                           herein, related to investments in equity securities.
                           The Fund 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.


                                       5
<PAGE>   7

ING TAX EFFICIENT EQUITY VALUE FUND

Investment Objective:      High total return on an after-tax basis.

Main Investments:          A diversified portfolio of equity securities and
                           instruments determined by the Sub-Advisers to be
                           undervalued in the marketplace and whose returns
                           depend upon stock market prices, which will be
                           managed by the Sub-Adviser in a manner that will
                           attempt to defer the realization of accrued capital
                           gains.

Main Risks:                Price volatility and other risks, as discussed
                           herein, related to investments in equity securities.
                           The Fund 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.

ING FOCUS FUND

Investment Objective:      Long-term capital appreciation.

Main Investments:          A non-diversified portfolio of 20 to 40 equity
                           securities which in the Sub-Adviser's opinion possess
                           the potential for reliable, above average earnings
                           growth and that are reasonably valued relative to
                           their growth potential.

Main Risks:                Price volatility and other risks, as discussed
                           herein, related to investments in equity securities.
                           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.

ING GLOBAL INFORMATION TECHNOLOGY FUND

Investment Objective:      Long-term capital appreciation.

Main Investments:          A diversified portfolio of equity securities of
                           information technology companies located throughout
                           the world, including the United States.

Main Risks:                Price volatility and other risks, as discussed
                           herein, related to investments in equity securities.
                           The Fund also will experience price volatility and
                           risks related to investments in foreign securities
                           (for example, currency exchange rate fluctuations).
                           Products and services of companies engaged in the
                           information technology sector are subject to
                           relatively high risks of rapid obsolescence caused by
                           scientific and technological advances.

ING GLOBAL COMMUNICATIONS FUND

Investment Objective:      Long-term capital appreciation.

Main Investments:          A diversified portfolio of equity securities of
                           communications companies located throughout the
                           world, including the United States.

Main Risks:                Price volatility and other risks, as discussed
                           herein, related to investments in equity securities.
                           The Fund also will experience price volatility and
                           risks related to investments in foreign securities
                           (for example, currency exchange rate fluctuations).
                           Products and services of companies engaged in the
                           communications sector are subject to relatively high
                           risks of rapid obsolescence caused by scientific and
                           technological advances.


                                       6
<PAGE>   8

ING INTERNET FUND

Investment Objective:      Long-term capital appreciation.

Main Investments:          FA non-diversified portfolio of U.S. and non-U.S.
                           internet technology companies.

Main Risks:                Price volatility and other risks, as discussed
                           herein, related to investments in equity securities.
                           The Fund also will experience price volatility and
                           risks related to investments in foreign securities
                           (for example, currency exchange rate fluctuations).
                           Products and services of companies engaged in
                           internet-related activities are subject to relatively
                           high risks of rapid obsolescence caused by scientific
                           and technological advances.


ING TECHNOLOGY FUND

Investment Objective:      Long-term capital appreciation.

Main Investments:          A non-diversified portfolio of U.S. and non-U.S.
                           internet technology companies.

Main Risks:                Price volatility and other risks, as discussed
                           herein, related to investments in equity securities.
                           The Fund also will experience price volatility and
                           risks related to investments in foreign securities
                           (for example, currency exchange rate fluctuations).
                           Products and services of companies engaged in
                           internet-related activities are subject to relatively
                           high risks of rapid obsolescence caused by scientific
                           and technological advances.

ING BALANCED FUND

Investment Objective:      High total return.

Main Investments:          A diversified portfolio of mid- and
                           large-capitalization equity securities, intermediate
                           maturity fixed income securities and money market
                           instruments.

Main Risks:                Price volatility and other risks, as discussed
                           herein, related to investments in equity securities,
                           as well as price volatility and other risks, as
                           discussed herein, related to investments in fixed
                           income securities, including sensitivity to interest
                           rate fluctuations.

ING EMERGING MARKETS EQUITY FUND

Investment Objective:      Long-term capital appreciation.

Main Investments:          A diversified portfolio of equity securities of
                           companies located in emerging market countries.

Main Risks:                Price volatility and other risks, as discussed
                           herein, related to investments in equity securities.
                           The Fund also will experience price volatility and
                           risks related to investments in foreign securities
                           (for example, currency exchange rate fluctuations).
                           The foregoing risks are often heightened for
                           investments in developing or emerging markets.


                                       7
<PAGE>   9


ING GLOBAL REAL ESTATE FUND

Investment Objective:      High total return.

Main Investments:          A non-diversified portfolio of equity securities of
                           companies located throughout the world, including the
                           United States, that are principally engaged in the
                           real estate industry.

Main Risks:                Price volatility and other risks, as discussed
                           herein, related to investments in equity securities.
                           The Fund also will experience price volatility and
                           risks related to investments in foreign securities
                           (for example, currency exchange rate fluctuations).
                           The Fund will be further subject to risks
                           specifically related to the real estate industry,
                           including changes in the value of real estate and
                           interest rate fluctuations.

ING QUALITY OF LIFE FUND

Investment Objective:      Long-term capital appreciation.

Main Investments:          A non-diversified portfolio of equity securities of
                           U.S. and non-U.S. companies offering products and
                           services helping persons live longer, healthier and
                           happier lives.

Main Risks:                Price volatility and other risks, as discussed
                           herein, related to investments in equity securities.
                           The Fund will also experience price volatility and
                           risks related to investments in foreign securities
                           (for example, currency exchange rate fluctuations).


BOND FUNDS

The following Funds invest primarily in fixed income securities:

ING INTERMEDIATE BOND FUND

Investment Objective:      A high level of current income consistent with the
                           preservation of capital and liquidity.

Main Investments:          A diversified portfolio of debt securities, with a
                           minimum average portfolio quality being investment
                           grade, as discussed herein, and a dollar-weighted
                           average maturity generally ranging between three and
                           ten years.

Main Risks:                Price volatility and other risks, as discussed
                           herein, related to investments in fixed income
                           securities, including sensitivity to interest rate
                           fluctuations. Other factors may affect the market
                           value and yield of the Fund's securities, including
                           investor demand, changes in the financial condition
                           of issuers of securities, and economic conditions.


                                       8
<PAGE>   10

ING HIGH YIELD BOND FUND

Investment Objective:      A high level of current income and total return.

Main Investments:          A diversified portfolio of high yield (high risk)
                           debt securities that are unrated or rated below
                           investment grade, as discussed herein.

Main Risks:                Price volatility and other risks, as discussed
                           herein, related to investments in fixed income
                           securities, including sensitivity to interest rate
                           fluctuations. Lower-rated securities may be subject
                           to wider fluctuations in yield and market value than
                           higher-rated securities. The market for high yield
                           securities may be less liquid than the markets for
                           higher-rated securities and may have an adverse
                           effect on the market value of certain securities.

ING HIGH YIELD REAL ESTATE FUND

Investment Objective:      A high level of current income.

Main Investments:          A non-diversified portfolio of commercial
                           mortgage-backed securities, with a minimum average
                           portfolio quality of at least "BB-".

Main Risks:                Price volatility and other risks, as discussed
                           herein, related to investments in fixed income
                           securities, including sensitivity to interest rate
                           fluctuations. The Fund's commercial mortgage-backed
                           securities also will be subject to prepayment risk,
                           which is the risk that the principal on the
                           underlying mortgage loans may be prepaid at any time,
                           and extension risk, which is the risk that an
                           unexpected rise in interest rates will extend the
                           life of a mortgage-backed security beyond the
                           expected prepayment time. Furthermore, the Fund's
                           commercial mortgage-backed securities are lower-rated
                           and may be subject to wider fluctuations in yield and
                           market value than higher-rated securities. The market
                           for such high yield securities may be less liquid
                           than the markets for higher-rated securities and may
                           have an adverse effect on the market value of certain
                           securities.

ING INTERNATIONAL BOND FUND

Investment Objective:      High total return.

Main Investments:          A non-diversified portfolio of investment grade debt
                           securities of issuers located throughout the world,
                           not including the United States.

Main Risks:                Price volatility and other risks, as discussed
                           herein, related to investments in fixed income
                           securities, including sensitivity to interest rate
                           fluctuations. The Fund also will experience price
                           volatility and risks related to investments in
                           foreign securities (for example, currency exchange
                           rate fluctuations).


                                       9
<PAGE>   11

ING MORTGAGE INCOME FUND

Investment Objective:      Long-term income consistent with the preservation of
                           capital.

Main Investments:          A diversified portfolio of mortgage-backed securities
                           rated at least "A" or the equivalent.

Main Risks:                Price volatility and other risks, as discussed
                           herein, related to investments in fixed income
                           securities, including sensitivity to interest rate
                           fluctuations. The Fund's mortgage-backed securities
                           also will be subject to prepayment risk, which is the
                           risk that the principal on the underlying mortgage
                           loans may be prepaid at any time, and extension risk,
                           which is the risk that an unexpected rise in interest
                           rates will extend the life of a mortgage-backed
                           security beyond the expected prepayment time.

ING NATIONAL TAX-EXEMPT BOND FUND

Investment Objective:      A high level of current income that is exempt from
                           federal income taxes, consistent with the
                           preservation of capital.

Main Investments:          A diversified portfolio of investment grade debt
                           securities of municipal issuers, the interest from
                           which is exempt from federal income taxes.

Main Risks:                Price volatility and other risks, as discussed
                           herein, related to investments in fixed income
                           securities, including sensitivity to interest rate
                           fluctuations. Other factors may affect the market
                           value and yield of the Fund's securities, including
                           investor demand, changes in the financial condition
                           of issuers of securities, and economic conditions.

ING ENHANCED CAPITAL PRESERVATION FUND

Investment Objective:      A higher level of current income than that of a money
                           market fund, while seeking to preserve capital and
                           maintain a stable net asset value per share.

Main Investments:          A diversified portfolio of debt securities, with a
                           minimum average portfolio quality of at least "A" and
                           a dollar-weighted average duration generally ranging
                           between two and one-half years and four and one-half
                           years.

Main Risks:                Price volatility and other risks, as discussed
                           herein, related to investments in fixed income
                           securities. Although the Fund will enter into wrapper
                           agreements with highly rated financial institutions,
                           such as banks or insurance companies, which are
                           utilized to stabilize the net asset value of the
                           Fund, there is no assurance that the Fund will be
                           able to maintain a perfectly stable net asset value.


                                       10
<PAGE>   12

MONEY MARKET FUNDS

The following Funds invest primarily in short-term, high quality debt
instruments:


ING MONEY MARKET FUND

Investment Objective:      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.

Main Investments:          A diversified portfolio of high quality, U.S.
                           dollar-denominated short-term debt securities which
                           are determined by the Sub-Adviser to present minimal
                           credit risks.

Main Risks:                The Fund's yield will vary. There can be no assurance
                           that the Fund will be able to maintain a stable net
                           asset value of $1.00 per share.

ING U.S. TREASURY MONEY MARKET FUND

Investment Objective:      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.

Main Investments:          A diversified portfolio of short-term U.S. Treasury
                           securities and repurchase agreements which are fully
                           collateralized by U.S. Treasury securities.

Main Risks:                The Fund's yield will vary. There can be no assurance
                           that the Fund will be able to maintain a stable net
                           asset value of $1.00 per share.

ING NATIONAL TAX-EXEMPT MONEY MARKET FUND

Investment Objective:      A high level of current income that is exempt from
                           federal income tax as is consistent with the
                           preservation of capital and liquidity and the
                           maintenance of a stable $1.00 net asset value per
                           share.

Main Investments:          A diversified portfolio of high quality, short-term
                           municipal debt securities which are determined by the
                           Sub-Adviser to present minimal credit risks.

Main Risks:                The Fund's yield will vary. There can be no assurance
                           that the Fund will be able to maintain a stable net
                           asset value of $1.00 per share.


                                       11
<PAGE>   13

                                   STOCK FUNDS

ING LARGE CAP GROWTH FUND

         INVESTMENT OBJECTIVE. The Fund seeks to provide investors with
long-term capital appreciation.

         PRINCIPAL INVESTMENT STRATEGIES. Under normal market conditions, the
Fund will operate as a diversified fund and will invest at least 65% of its
total assets in a portfolio of equity securities of large companies (that is,
companies with market capitalizations of more than $1 billion at the time of
acquisition), which in the Sub-Adviser's opinion possess growth potential. The
equity securities in which the Fund may invest include common and preferred
stocks, warrants, and convertible securities. The Fund may invest the remainder
of its assets in equity securities of companies of any size; corporate debt
securities of any maturity which, at the time of investment, are rated
investment grade (for example, rated at least BBB by Standard & Poor's Rating
Group or Baa by Moody's Investor Services) or have an equivalent rating by a
nationally recognized statistical rating agency, or of comparable quality if
unrated; U.S. Government securities; money market securities, certificates of
deposit, bankers acceptances and commercial paper; repurchase agreements; and
equity securities of foreign issuers. The Fund may also use options and futures
contracts involving securities, securities indices, interest rates and foreign
currencies.

         In choosing investments for the Fund, the Sub-Adviser employs a highly
disciplined, four-step investment process that seeks to identify unrecognized
growth and value in large capitalization stocks. The four steps are:

                  -        First, proprietary quantitative screening models are
                           employed to focus analysts on the most attractive
                           stocks;

                  -        Second, qualitative fundamental research is then
                           applied to confirm the potential of the stock
                           selection;

                  -        Third, a relative return, valuation and risk analysis
                           is conducted for the final portfolio construction
                           process; and

                  -        Finally, in-house traders use proprietary software
                           for cost-efficient trade execution.

         A more detailed discussion of the Principal Investment Strategies is
available in the SAI under "Investment Policies and Risks" section.

         PRINCIPAL RISKS. You could lose money on an investment in the Fund. An
investment in the Fund is not a bank deposit and is not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other government agency. The
Fund may be affected by the following risks, among others:

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

         -        Market Trends. From time to time, the stock market may not
                  favor the large company, growth-oriented securities in which
                  the Fund invests. Rather, the market could favor value stocks
                  or small company stocks, or may not favor equities at all.


                                       12
<PAGE>   14

         PERFORMANCE SUMMARY. The bar chart and table shown below give some
indication of the risks of an investment in the Fund by comparing the Fund's
performance with a broad measure of market performance. How the Fund has
performed in the past is not necessarily an indication of how the Fund will
perform in the future. Returns in the chart are provided for Class A shares
only. Sales loads are not reflected in the bar chart, and if sales loads were
reflected, returns would be less than those shown.

         (insert bar chart)

During the period shown in the bar chart, the highest return for a quarter was
xx.x% during the quarter ended ________, 1999 and the lowest return for a
quarter was xx.x% during the quarter ended ________, 1999.

                          Average Annual Total Returns
                      (for periods ended December 31, 1999)

<TABLE>
<CAPTION>
                                                  One Year                Since Inception (Dec. 15, 1998)
                                                  --------                -------------------------------
<S>                                               <C>                     <C>
Class A Shares                                     xx.x%                               xx.x%
Class B Shares                                     xx.x%                               xx.x%
Class C Shares                                     xx.x%                               xx.x%
Standard & Poor's 500 Index *                      xx.x%                               xx.x%
Lipper Growth Fund Avg. **                         xx.x%                               xx.x%
</TABLE>

*        The Standard & Poor's 500 Index is a widely recognized, unmanaged index
         of common stock prices.

**       The Lipper Growth Fund Avg. represents the simple average of the annual
         returns of growth mutual funds tracked by Lipper Analytical Services,
         Inc.

ING GROWTH & INCOME FUND

         INVESTMENT OBJECTIVE. The Fund seeks to provide investors with high
total return.

         PRINCIPAL INVESTMENT STRATEGIES. Under normal market conditions, the
Fund will operate as a diversified fund and invest at least 65% of its total
assets in a portfolio of equity securities. As a general matter, the Fund
expects these investments to earn income. The equity securities in which the
Fund may invest include common and preferred stocks, warrants, and convertible
securities. The Fund may invest the remainder of its assets in: corporate debt
securities of any maturity which, at the time of investment, are rated
investment grade (for example, rated at least BBB by Standard & Poor's Rating
Group or Baa by Moody's Investor Services) or have an equivalent rating by a
nationally recognized statistical rating agency, or of comparable quality if
unrated; U.S. Government securities; money market securities, certificates of
deposit, bankers acceptances and commercial paper; repurchase agreements; and
equity securities of foreign issuers. The Fund may also use options and futures
contracts involving securities, securities indices, interest rates and foreign
currencies.

         In choosing investments for the Fund, the Sub-Adviser employs a highly
disciplined, three-step investment process that seeks to identify growth at a
reasonable price. The three steps are:

                  -        First, possible investments are identified through
                           proprietary quantitative screens that evaluate
                           companies for growth and valuation characteristics;

                  -        Second, fundamental research of financial
                           characteristics, valuations and effects of
                           macroeconomic trends on company fundamentals is then
                           conducted; and

                  -        Third, risk controls are overlayed to monitor
                           tracking error and sector weightings relative to the
                           benchmark.

         A more detailed discussion of the Principal Investment Strategies is
available in the SAI under "Investment Policies and Risks" section.


                                       13
<PAGE>   15

         PRINCIPAL RISKS. You could lose money on an investment in the Fund. An
investment in the Fund is not a bank deposit and is not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other government agency. The
Fund may be affected by the following risks, among others:

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

         -        Changes in Interest Rates. The Fund invests in securities that
                  produce income and therefore the value of its investments may
                  rise or fall in response to fluctuations in interest rates.
                  Generally, when interest rates increase, the value of income
                  producing securities may decrease, and when interest rates
                  decrease, the value of income producing securities may
                  increase.

         -        Market Trends. From time to time, the stock market may not
                  favor the income producing securities in which the Fund
                  invests. Rather, the market could favor non-income producing
                  large capitalization growth stocks, value stocks or small
                  company stocks, or may not favor equities at all.

         PERFORMANCE SUMMARY. The bar chart and table shown below give some
indication of the risks of an investment in the Fund by comparing the Fund's
performance with a broad measure of market performance. How the Fund has
performed in the past is not necessarily an indication of how the Fund will
perform in the future. Returns in the chart are provided for Class A shares
only. Sales loads are not reflected in the bar chart, and if sales loads were
reflected, returns would be less than those shown.

         (insert bar chart)

During the period shown in the bar chart, the highest return for a quarter was
xx.x% during the quarter ended ________, 1999 and the lowest return for a
quarter was xx.x% during the quarter ended ________, 1999.

                          Average Annual Total Returns
                      (for periods ended December 31, 1999)

<TABLE>
<CAPTION>
                                                  One Year                Since Inception (Dec. 15, 1998)
                                                  --------                -------------------------------
<S>                                               <C>                     <C>
Class A Shares                                     xx.x%                               xx.x%
Class B Shares                                     xx.x%                               xx.x%
Class C Shares                                     xx.x%                               xx.x%
Standard & Poor's 500 Index *                      xx.x%                               xx.x%
Lipper Growth and Income Fund Avg. **              xx.x%                               xx.x%
</TABLE>


*        The Standard & Poor's 500 Index is a widely recognized, unmanaged index
         of common stock prices.

**       The Lipper Growth and Income Fund Avg. represents the simple average of
         the annual returns of growth and income mutual funds tracked by Lipper
         Analytical Services, Inc.


                                       14
<PAGE>   16

ING MID CAP GROWTH FUND

         INVESTMENT OBJECTIVE. The Fund seeks to provide investors with
long-term capital appreciation.

         PRINCIPAL INVESTMENT STRATEGIES. Under normal market conditions, the
Fund will operate as a diversified fund and invest at least 65% of its total
assets in a portfolio of equity securities of companies 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. The
equity securities in which the Fund may invest include common and preferred
stocks, warrants, and convertible securities. The Fund may invest the remainder
of its assets in: equity securities of companies of any size; corporate debt
securities of any maturity which, at the time of investment, are rated A or
better by Standard & Poor's Rating Group or Moody's Investor Services or have an
equivalent rating by a nationally recognized statistical rating agency, or of
comparable quality if unrated; U.S. Government securities; money market
securities, certificates of deposit, bankers acceptances and commercial paper;
repurchase agreements; and equity securities of foreign issuers. The Fund may
also use options and futures contracts involving securities, securities indices,
interest rates and foreign currencies.

         In choosing investments for the Fund, the Sub-Adviser employs a highly
disciplined investment process combining technical analysis and fundamental
research that seeks to identify companies with superior growth characteristics.
The Sub-Adviser also follows certain self-imposed criteria in an attempt to
manage risk.

         QUANTITATIVE ANALYSIS evaluates stocks based on:
              -        Market capitalizations
              -        Minimum stock price
              -        Trading history
              -        Trading volume
              -        Earnings growth
              -        Relative financial strength

         FUNDAMENTAL RESEARCH of individual companies emphasizes:
              -        Sustainable earnings growth
              -        Strong balance sheets
              -        Cash flow characteristics
              -        Reasonable valuations
              -        Quality management

         RISK MANAGEMENT discipline stresses:
              -        Remaining fully invested at all times
              -        Broad diversification among securities and industries
              -        Avoidance of IPOs and "concept high fliers"
              -        Strict adherence to established buy and sell criteria

         A more detailed discussion of the Principal Investment Strategies is
available in the SAI under "Investment Policies and Risks" section.

         PRINCIPAL RISKS. You could lose money on an investment in the Fund. An
investment in the Fund is not a bank deposit and is not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other government agency. The
Fund may be affected by the following risks, among others:

         -        Price Volatility. The value of the Fund changes as the prices
                  of its investments go up or down. Equity securities face
                  market, issuer and other risks, and their values may go up or
                  down, sometimes rapidly and unpredictably. Market risk is the
                  risk that securities may decline in value due to factors
                  affecting securities markets generally or particular
                  industries. Issuer risk is the risk that the value of a
                  security may decline for reasons relating to the issuer,


                                       15
<PAGE>   17

                  such as changes in the financial condition of the issuer.
                  While equities may offer the potential for greater long-term
                  growth than most debt securities, they generally have higher
                  volatility. The Fund invests primarily in equity securities of
                  mid-capitalization companies, which generally have less stable
                  prices than larger companies.

         -        Market Trends. From time to time, the stock market may not
                  favor the mid-capitalization company, growth-oriented
                  securities in which the Fund invests. Rather, the market could
                  favor value stocks or stocks of larger or smaller companies,
                  or may not favor equities at all.

         PERFORMANCE SUMMARY. The bar chart and table shown below give some
indication of the risks of an investment in the Fund by comparing the Fund's
performance with a broad measure of market performance. How the Fund has
performed in the past is not necessarily an indication of how the Fund will
perform in the future. Returns in the chart are provided for Class A shares
only. Sales loads are not reflected in the bar chart, and if sales loads were
reflected, returns would be less than those shown.

         (insert bar chart)

During the period shown in the bar chart, the highest return for a quarter was
xx.x% during the quarter ended ________, 1999 and the lowest return for a
quarter was xx.x% during the quarter ended ________, 1999.

                          Average Annual Total Returns
                      (for periods ended December 31, 1999)

<TABLE>
<CAPTION>
                                                  One Year                Since Inception (Dec. 15, 1998)
                                                  --------                -------------------------------
<S>                                               <C>                     <C>
Class A Shares                                     xx.x%                               xx.x%
Class B Shares                                     xx.x%                               xx.x%
Class C Shares                                     xx.x%                               xx.x%
Russell Midcap Growth Index*                       xx.x%                               xx.x%
Lipper Mid Cap Fund Avg. **                        xx.x%                               xx.x%
</TABLE>

*        The Russell Midcap Growth Index measures the performance of midcap
         companies with higher price-to-book ratios and higher forecasted growth
         values.

**       The Lipper Mid Cap Fund Avg. represents the simple average of the
         annual returns of mid-capitalization mutual funds tracked by Lipper
         Analytical Services, Inc.


ING SMALL CAP GROWTH FUND

         INVESTMENT OBJECTIVE. The Fund seeks to provide investors with
long-term capital appreciation.

         PRINCIPAL INVESTMENT STRATEGIES. Under normal market conditions, the
Fund will operate as a diversified fund and invest at least 65% of its total
assets in a portfolio of equity securities of smaller companies (that is,
companies with market capitalizations falling within the Russell 2500 Growth
Index at the time of acquisition), which in the Sub-Adviser's opinion possess
growth potential. The equity securities in which the Fund may invest include
common and preferred stocks, warrants, and convertible securities. The Fund may
invest the remainder of its assets in: equity securities of companies of any
size; corporate debt securities of any maturity which, at the time of
investment, are rated investment grade (for example, rated at least BBB by
Standard & Poor's Rating Group or Baa by Moody's Investor Services) or have an
equivalent rating by a nationally recognized statistical rating agency, or of
comparable quality if unrated; U.S. Government securities; money market
securities, certificates of deposit, bankers acceptances and commercial paper;
repurchase agreements; and equity securities of foreign issuers. The Fund may
also use options and futures contracts involving securities, securities indices,
interest rates and foreign currencies.


                                       16
<PAGE>   18

         In choosing investments for the Fund, the Sub-Adviser employs a
disciplined investment process that combines economic analysis and extensive
company research to identify companies with superior long-term growth potential.
The investment strategy of the Sub-Adviser is as follows:

                  -        Top-down economic and business analysis is used to
                           develop themes to use in the development of the
                           overall portfolio, which in turn helps identify
                           specific stocks to consider.

                  -        Bottom-up company analysis is used to select the
                           holdings for the Fund. A review of a firm's business
                           model and management is conducted, as well as holding
                           one-on-one meetings with senior executives of the
                           firms. A valuation process is also applied to focus
                           on a company's price-to-earnings ratios, earnings
                           forecasts and cash flow.

                  -        Stocks that do not meet the expectations of the
                           manager, either due to earnings disappointments or
                           earnings that do not meet the manager's criteria,
                           will be sold.

         A more detailed discussion of the Principal Investment Strategies is
available in the SAI under "Investment Policies and Risks" section.

         PRINCIPAL RISKS. You could lose money on an investment in the Fund. An
investment in the Fund is not a bank deposit and is not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other government agency. The
Fund may be affected by the following risks, among others:

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

         -        Small Companies. Investments in small 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 may be subject to more
                  abrupt or erratic market movements than securities of larger,
                  more established growth companies.

         -        Market Trends. From time to time, the stock market may not
                  favor the small company, growth-oriented securities in which
                  the Fund invests. Rather, the market could favor value stocks
                  or large company stocks, or may not favor equities at all.

         PERFORMANCE SUMMARY. The bar chart and table shown below give some
indication of the risks of an investment in the Fund by comparing the Fund's
performance with a broad measure of market performance. How the Fund has
performed in the past is not necessarily an indication of how the Fund will
perform in the future. Returns in the chart are provided for Class A shares
only. Sales loads are not reflected in the bar chart, and if sales loads were
reflected, returns would be less than those shown.

         (insert bar chart)

During the period shown in the bar chart, the highest return for a quarter was
xx.x% during the quarter ended ________, 1999 and the lowest return for a
quarter was xx.x% during the quarter ended ________, 1999.


                                       17
<PAGE>   19

                          Average Annual Total Returns
                      (for periods ended December 31, 1999)

<TABLE>
<CAPTION>
                                                  One Year                Since Inception (Dec. 15, 1998)
                                                  --------                -------------------------------
<S>                                               <C>                     <C>
Class A Shares                                     xx.x%                               xx.x%
Class B Shares                                     xx.x%                               xx.x%
Class C Shares                                     xx.x%                               xx.x%
Russell 2500 Growth Index *                        xx.x%                               xx.x%
Lipper Small Cap Fund Avg. **                      xx.x%                               xx.x%
</TABLE>

*        The Russell 2500 Growth Index measures the performance of small cap
         companies with lower price-to-book ratios and lower forecasted growth
         values.

**       The Lipper Small Cap Fund Avg. represents the simple average of the
         annual returns of small-capitalization mutual funds tracked by Lipper
         Analytical Services, Inc.

ING GLOBAL BRAND NAMES FUND

         INVESTMENT OBJECTIVE. The Fund seeks to provide investors with
long-term capital appreciation.

         PRINCIPAL INVESTMENT STRATEGIES. Under normal market conditions, the
Fund will operate as a non-diversified fund and invest at least 65% of its total
assets in a portfolio of equity securities of companies 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. This portion of the portfolio will have investments
located in at least three different countries including the United States.

         The equity securities in which the Fund may invest include common and
preferred stocks, warrants, and convertible securities. The Fund may invest the
remainder of its assets in: corporate debt securities of any maturity which, at
the time of investment, are rated investment grade (for example, rated at least
BBB by Standard & Poor's Rating Group or Baa by Moody's Investor Services) or
have an equivalent rating by a nationally recognized statistical rating agency,
or of comparable quality if unrated; U.S. Government securities; money market
securities, certificates of deposit, bankers acceptances and commercial paper;
and repurchase agreements. The Fund may also use options and futures contracts
involving securities, securities indices, interest rates and foreign currencies.

         In choosing investments for the Fund, the Sub-Adviser believes that
well-established companies with strong brand names offer the following
investment advantages:

                  -        First, demand for brand name products should rise as
                           global consumer tastes become more homogenous;

                  -        Second, economies of scale enhance profit potential;

                  -        Third, perception of product quality and reliability
                           facilitates sales;

                  -        Fourth, greater recognition leads to brand loyalty;
                           and

                  -        Finally, brand extensions provide opportunities for
                           growth.

         The Sub-Adviser employs a two-tiered approach to structuring the Fund's
portfolio. The first tier, which will comprise about 75% of the portfolio, is
composed of core stocks with stable earnings development, low cyclicality, large
market capitalizations and longer-term investment horizons. The second tier,
which will comprise about 25% of the portfolio, is composed of companies
possessing higher cyclicality, smaller market capitalizations and shorter-term
investment horizons. This second tier is expected to provide the Fund with
shorter-term performance benefits.


                                       18
<PAGE>   20

         A more detailed discussion of the Principal Investment Strategies is
available in the SAI under "Investment Policies and Risks" section.

         PRINCIPAL RISKS. You could lose money on an investment in the Fund. An
investment in the Fund is not a bank deposit and is not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other government agency. The
Fund may be affected by the following risks, among others:

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

         -        Market Trends. From time to time, the stock market may not
                  favor the securities in which the Fund invests. Rather, the
                  market could favor value stocks or small company stocks, or
                  may not favor equities at all.

         -        Risks of Foreign Investing. Foreign investments may be riskier
                  than U.S. investments for many reasons, including changes in
                  currency exchange rates, unstable political and economic
                  conditions, possible security illiquidity, a lack of adequate
                  company information, differences in the way securities markets
                  operate, less secure foreign banks or securities depositories
                  than those in the U.S., and foreign controls on investment.

         -        Lack of Diversification. The Fund is classified as a
                  non-diversified investment company, which means that, compared
                  with other funds, the Fund may invest a greater percentage of
                  its assets in a particular 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.

         PERFORMANCE SUMMARY. The bar chart and table shown below give some
indication of the risks of an investment in the Fund by comparing the Fund's
performance with a broad measure of market performance. How the Fund has
performed in the past is not necessarily an indication of how the Fund will
perform in the future. Returns in the chart are provided for Class A shares
only. Sales loads are not reflected in the bar chart, and if sales loads were
reflected, returns would be less than those shown.

         (insert bar chart)

During the period shown in the bar chart, the highest return for a quarter was
xx.x% during the quarter ended ________, 1999 and the lowest return for a
quarter was xx.x% during the quarter ended ________, 1999.

                          Average Annual Total Returns
                      (for periods ended December 31, 1999)

<TABLE>
<CAPTION>
                                                  One Year                Since Inception (Dec. 15, 1998)
                                                  --------                -------------------------------
<S>                                               <C>                     <C>
Class A Shares                                     xx.x%                               xx.x%
Class B Shares                                     xx.x%                               xx.x%
Class C Shares                                     xx.x%                               xx.x%
MSCI World Index *                                 xx.x%                               xx.x%
Lipper Global Fund Avg. **                         xx.x%                               xx.x%
</TABLE>

*        The MSCI World Index is a widely recognized, unmanaged index of
         developed stock markets around the world.

**       The Lipper Global Fund Avg. represents the simple average of the annual
         returns of global mutual funds tracked by Lipper Analytical Services,
         Inc.


                                       19
<PAGE>   21

ING INTERNATIONAL EQUITY FUND

         INVESTMENT OBJECTIVE. The Fund seeks to provide investors with
long-term capital appreciation.

         PRINCIPAL INVESTMENT STRATEGIES. Under normal market conditions, the
Fund will operate as a diversified fund and invest at least 65% of its total
assets in a portfolio of equity securities of issuers organized or having a
majority of their assets in or deriving a majority of their operating income in
any country throughout the world, not including the United States. This portion
of the portfolio will have investments in at least seven different countries.
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 the Fund may only be made through investments in
closed-end investment companies that in turn are authorized to invest in the
securities of such countries.

         The equity securities in which the Fund may invest include common and
preferred stocks, warrants, and convertible securities. The Fund may invest the
remainder of its assets in: equity securities of issuers located anywhere in the
world, including the United States; corporate debt securities of any maturity
which, at the time of investment, are rated at least AA+ by Standard & Poor's
Rating Group or Aa2 by Moody's Investor Services or have an equivalent rating by
a nationally recognized statistical rating agency, or of comparable quality if
unrated; U.S. Government securities; money market securities, certificates of
deposit, bankers acceptances and commercial paper; and repurchase agreements.
The Fund may also use options and futures contracts involving securities,
securities indices, interest rates and foreign currencies.

         In choosing investments for the Fund, the Sub-Advisers employ a highly
disciplined, four-step investment process combining top-down country allocations
with bottom-up fundamental research that seeks to identify companies which will
provide superior relative returns. The four steps are:

                  -        First, quantitative analysis and fundamental research
                           are employed to determine regional equity selection;

                  -        Second, allocations and weightings are determined
                           consistent with the Sub-Advisers' outlook;

                  -        Third, portfolio stock selection within the selected
                           geographical sectors based on comprehensive
                           fundamental analysis is performed; and

                  -        Finally, internal control methods are used with
                           proprietary software for cost-efficient trade
                           execution.

         A more detailed discussion of the Principal Investment Strategies is
available in the SAI under "Investment Policies and Risks" section.

         PRINCIPAL RISKS. You could lose money on an investment in the Fund. An
investment in the Fund is not a bank deposit and is not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other government agency. The
Fund may be affected by the following risks, among others:

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


                                       20
<PAGE>   22

         -        Market Trends. From time to time, the stock market may not
                  favor the securities in which the Fund invests. For example,
                  the market could favor stocks in markets to which the Fund is
                  not exposed, or may not favor equities at all.

         -        Risks of Foreign Investing. Foreign investments may be riskier
                  than U.S. investments for many reasons, including changes in
                  currency exchange rates, unstable political and economic
                  conditions, possible security illiquidity, a lack of adequate
                  company information, differences in the way securities markets
                  operate, less secure foreign banks or securities depositories
                  than those in the U.S., and foreign controls on investment. To
                  the extent the Fund invests in emerging markets countries, the
                  risks may be greater, partly because emerging market countries
                  may be less politically and economically stable than other
                  countries. It may also be more difficult to buy and sell
                  securities in emerging market countries.

         PERFORMANCE SUMMARY. The bar chart and table shown below give some
indication of the risks of an investment in the Fund by comparing the Fund's
performance with a broad measure of market performance. How the Fund has
performed in the past is not necessarily an indication of how the Fund will
perform in the future. Returns in the chart are provided for Class A shares
only. Sales loads are not reflected in the bar chart, and if sales loads were
reflected, returns would be less than those shown.

         (insert bar chart)

During the period shown in the bar chart, the highest return for a quarter was
xx.x% during the quarter ended ________, 1999 and the lowest return for a
quarter was xx.x% during the quarter ended ________, 1999.

                          Average Annual Total Returns
                      (for periods ended December 31, 1999)

<TABLE>
<CAPTION>
                                                  One Year                Since Inception (Dec. 15, 1998)
                                                  --------                -------------------------------
<S>                                               <C>                     <C>
Class A Shares                                     xx.x%                               xx.x%
Class B Shares                                     xx.x%                               xx.x%
Class C Shares                                     xx.x%                               xx.x%
MSCI EAFE Index *                                  xx.x%                               xx.x%
Lipper International Fund Avg. **                  xx.x%                               xx.x%
</TABLE>

*        The MSCI EAFE Index is a widely recognized, unmanaged index of
         developed stock markets in Europe, Australasia and the Far East.

**       The Lipper International Fund Avg. represents the simple average of the
         annual returns of international mutual funds tracked by Lipper
         Analytical Services, Inc.


ING EUROPEAN EQUITY FUND

         INVESTMENT OBJECTIVE. The Fund seeks to provide investors with
long-term capital appreciation.

         PRINCIPAL INVESTMENT STRATEGIES. Under normal market conditions, the
Fund will operate as a diversified fund and invest at least 65% of its total
assets in a portfolio of equity securities of European issuers. The Sub-Adviser
considers European issuers to be companies whose securities are principally
traded in the European capital markets, that derive at least 50% of their total
revenues 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.


                                       21
<PAGE>   23

         The equity securities in which the Fund may invest include common and
preferred stocks, warrants, and convertible securities. The Fund may invest the
remainder of its assets in: issuers located in any country throughout the world;
corporate debt securities of any maturity which, at the time of investment, are
rated investment grade (for example, rated at least BBB by Standard & Poor's
Rating Group or Baa by Moody's Investor Services) or have an equivalent rating
by a nationally recognized statistical rating agency, or of comparable quality
if unrated; U.S. Government securities; money market securities, certificates of
deposit, bankers acceptances and commercial paper; and repurchase agreements.
The Fund may also sell securities short and may use options and futures
contracts involving securities, securities indices, interest rates and foreign
currencies.

         In choosing investments for the Fund, the Sub-Adviser employs a highly
disciplined, five-step investment process that seeks to identify underpriced
earnings growth in European companies. The five steps are:

                  -        First, liquidity screens rank stocks according to
                           trading volume and relative liquidity.

                  -        Second, attractiveness screens are used to prioritize
                           further fundamental research.

                  -        Third, fundamental analysis of cyclical and
                           non-cyclical market sectors and companies is used to
                           assess the degree of underpriced earnings or cash
                           flow growth.

                  -        Fourth, portfolio weightings are determined within
                           each sector.

                  -        Finally, risk controls provide ongoing monitoring of
                           risk-reward relationships.

         A more detailed discussion of the Principal Investment Strategies is
available in the SAI under "Investment Policies and Risks" section.

         PRINCIPAL RISKS. You could lose money on an investment in the Fund. An
investment in the Fund is not a bank deposit and is not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other government agency. The
Fund may be affected by the following risks, among others:

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

         -        Market Trends. From time to time, the stock market may not
                  favor the securities in which the Fund invests. For example,
                  the market could favor value stocks or stocks in markets to
                  which the Fund is not exposed, or may not favor equities at
                  all.

         -        Risks of Foreign Investing. Foreign investments may be riskier
                  than U.S. investments for many reasons, including changes in
                  currency exchange rates, unstable political and economic
                  conditions, possible security illiquidity, a lack of adequate
                  company information, differences in the way securities markets
                  operate, less secure foreign banks or securities depositories
                  than those in the U.S., and foreign controls on investment. To
                  the extent the Fund invests in emerging markets countries, the
                  risks may be greater, partly because emerging market countries
                  may be less politically and economically stable than other
                  countries. It may also be more difficult to buy and sell
                  securities in emerging market countries.

         PERFORMANCE SUMMARY. The bar chart and table shown below give some
indication of the risks of an investment in the Fund by comparing the Fund's
performance with a broad measure of market performance. How the Fund has
performed in the past is not necessarily an indication of how the Fund will
perform in the future. Returns in the chart are provided for Class A shares
only. Sales loads are not reflected in the bar chart, and if sales loads were
reflected, returns would be less than those shown.


                                       22
<PAGE>   24

         (insert bar chart)

During the period shown in the bar chart, the highest return for a quarter was
xx.x% during the quarter ended ________, 1999 and the lowest return for a
quarter was xx.x% during the quarter ended ________, 1999.

                          Average Annual Total Returns
                      (for periods ended December 31, 1999)

<TABLE>
<CAPTION>
                                                  One Year                Since Inception (Dec. 15, 1998)
                                                  --------                -------------------------------
<S>                                               <C>                     <C>
Class A Shares                                     xx.x%                               xx.x%
Class B Shares                                     xx.x%                               xx.x%
Class C Shares                                     xx.x%                               xx.x%
FT-Europe Index *                                  xx.x%                               xx.x%
Lipper Euro Region Fund Avg. **                    xx.x%                               xx.x%
</TABLE>

*        The FT-Europe Index is a widely recognized, unmanaged index of European
         stock markets.

**       The Lipper Euro Region Fund Avg. represents the simple average of the
         annual returns of European region mutual funds tracked by Lipper
         Analytical Services, Inc.

ING TAX EFFICIENT EQUITY FUND

         INVESTMENT OBJECTIVE. The Fund seeks to provide taxable investors with
a high total return on an after-tax basis.

         PRINCIPAL INVESTMENT STRATEGIES. Under normal market conditions, the
Fund will operate as a diversified fund and invest at least 80% of its total
assets in a portfolio of equity securities whose returns depend upon stock
market prices. The Sub-Adviser will manage the Fund's portfolio in a manner that
will attempt to 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 equity securities in which the Fund may invest include common and
preferred stocks, warrants, and convertible securities. The Fund may invest the
remainder of its assets in: corporate debt securities of any maturity which, at
the time of investment, are rated investment grade (for example, rated at least
BBB by Standard & Poor's Rating Group or Baa by Moody's Investor Services) or
have an equivalent rating by a nationally recognized statistical rating agency,
or of comparable quality if unrated; U.S. Government securities; money market
securities, certificates of deposit, bankers acceptances and commercial paper;
repurchase agreements; and equity securities of foreign issuers. The Fund may
also use options and futures contracts involving securities, securities indices,
interest rates and foreign currencies.

         In choosing investments for the Fund, the Sub-Adviser employs a highly
disciplined investment process, combining macroeconomic analysis and fundamental
company research that seeks to identify growth at a reasonable price:

                  -        TOP-DOWN BUSINESS ENVIRONMENT ANALYSIS determines the
                           outlook for market sectors and industries based on
                           business cycle characteristics.

                  -        BOTTOM-UP COMPANY ANALYSIS searches for companies
                           with improving fundamentals and accelerating growth.

                  -        VALUATION DISCIPLINE assesses company stock prices
                           relative to their expected earnings growth rates and
                           to the overall equity markets.

         The Sub-Adviser attempts to minimize tax consequences to investors by
focusing on non-dividend paying or low-dividend paying stocks and by reducing
annual portfolio turnover.


                                       23
<PAGE>   25

         A more detailed discussion of the Principal Investment Strategies is
available in the SAI under "Investment Policies and Risks" section.

         PRINCIPAL RISKS. You could lose money on an investment in the Fund. An
investment in the Fund is not a bank deposit and is not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other government agency. The
Fund may be affected by the following risks, among others:

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

         -        Market Trends. From time to time, the stock market may not
                  favor the securities in which the Fund invests. For example,
                  the market could favor value stocks or small company stocks,
                  or may not favor equities at all.

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

         PERFORMANCE SUMMARY. The bar chart and table shown below give some
indication of the risks of an investment in the Fund by comparing the Fund's
performance with a broad measure of market performance. How the Fund has
performed in the past is not necessarily an indication of how the Fund will
perform in the future. Returns in the chart are provided for Class A shares
only. Sales loads are not reflected in the bar chart, and if sales loads were
reflected, returns would be less than those shown.

         (insert bar chart)

During the period shown in the bar chart, the highest return for a quarter was
xx.x% during the quarter ended ________, 1999 and the lowest return for a
quarter was xx.x% during the quarter ended ________, 1999.

                          Average Annual Total Returns
                      (for periods ended December 31, 1999)

<TABLE>
<CAPTION>
                                                  One Year                Since Inception (Dec. 15, 1998)
                                                  --------                -------------------------------
<S>                                               <C>                     <C>
Class A Shares                                     xx.x%                               xx.x%
Class B Shares                                     xx.x%                               xx.x%
Class C Shares                                     xx.x%                               xx.x%
Standard & Poor's 500 Index *                      xx.x%                               xx.x%
Lipper Growth Fund Avg. **                         xx.x%                               xx.x%
</TABLE>

*        The Standard and Poor's 500 Index is a widely recognized, unmanaged
         index of common stock prices.

**       The Lipper Growth Fund Avg. represents the simple average of the annual
         returns of growth mutual funds tracked by Lipper Analytical Services,
         Inc.


                                       24
<PAGE>   26

ING TAX EFFICIENT EQUITY VALUE FUND

         INVESTMENT OBJECTIVE. The Fund seeks to provide taxable investors with
a high total return on an after-tax basis.

         PRINCIPAL INVESTMENT STRATEGIES. Under normal market conditions, the
Fund will operate as a diversified fund and invest at least 80% of its total
assets in a portfolio of equity securities determined by the Sub-Advisers to be
undervalued in the marketplace and whose returns depend upon stock market
prices. Such companies generally will have one or more of the following
attributes: (i) valuable fixed assets; (ii) valuable consumer or commercial
franchises; (iii) selling at low market valuations of assets relative to the
securities market in general, or companies that may currently be earning a very
low return on assets but which have the potential to earn higher returns if
conditions in the industry improve; (iv) are undervalued in relation to their
potential for growth in earnings, dividends, and book value; or (v) have
recently changed management or control and have the potential for a "turnaround"
in earnings. The Sub-Advisers will manage the Fund's portfolio in a manner that
will attempt to defer the realization of accrued capital gains. An emphasis will
be placed on common stocks of companies which the Sub-Advisers believe to have
superior appreciation potential.

         The equity securities in which the Fund may invest include common and
preferred stocks, warrants, and convertible securities. The Fund may invest the
remainder of its assets in: corporate debt securities of any maturity which, at
the time of investment, are rated investment grade (for example, rated at least
BBB by Standard & Poor's Rating Group or Baa by Moody's Investor Services) or
have an equivalent rating by a nationally recognized statistical rating agency,
or of comparable quality if unrated; U.S. Government securities; money market
securities, certificates of deposit, bankers acceptances and commercial paper;
repurchase agreements; and equity securities of foreign issuers. The Fund may
also use options and futures contracts involving securities, securities indices,
interest rates and foreign currencies.

         In choosing investments for the Fund, the Sub-Advisers employ a highly
disciplined investment process, combining macroeconomic analysis and fundamental
company research that seeks to identify undervalued companies:

                  -        TOP-DOWN BUSINESS ENVIRONMENT ANALYSIS determines the
                           outlook for market sectors and industries based on
                           business cycle characteristics.

                  -        BOTTOM-UP COMPANY ANALYSIS searches for companies
                           with improving fundamentals and accelerating growth.

                  -        VALUATION DISCIPLINE assesses company stock prices
                           relative to their expected earnings growth rates and
                           to the overall equity markets.

         The Sub-Advisers attempt to minimize tax consequences to investors by
focusing on non-dividend paying or low-dividend paying stocks and by reducing
annual portfolio turnover.

         A more detailed discussion of the Principal Investment Strategies is
available in the SAI under "Investment Policies and Risks" section.

         PRINCIPAL RISKS. You could lose money on an investment in the Fund. An
investment in the Fund is not a bank deposit and is not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other government agency. The
Fund may be affected by the following risks, among others:

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


                                       25
<PAGE>   27

         -        Market Trends. From time to time, the stock market may not
                  favor the securities in which the Fund invests. For example,
                  the market could favor growth stocks or small company stocks,
                  or may not favor equities at all.

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

         PERFORMANCE SUMMARY. Performance information is only shown for those
Funds which have had a full calendar year of operations. Since the ING Tax
Efficient Equity Value Fund has not yet commenced operations, there is no
performance information included in this Prospectus.

ING FOCUS FUND

         INVESTMENT OBJECTIVE. The Fund seeks to provide investors with
long-term capital appreciation.

         PRINCIPAL INVESTMENT STRATEGIES. Under normal market conditions, the
Fund will operate as a non-diversified fund and invest in a portfolio of 20 to
40 equity securities. The equity securities in which the Fund may invest include
common and preferred stocks, warrants, and convertible securities. The Fund may
invest the remainder of its assets in: corporate debt securities of any maturity
which, at the time of investment, are rated A or better by Standard & Poor's
Rating Group or Moody's Investor Services or have an equivalent rating by a
nationally recognized statistical rating agency, or of comparable quality if
unrated; U.S. Government securities; money market securities, certificates of
deposit, bankers acceptances and commercial paper; repurchase agreements; and
equity securities of foreign issuers. The Fund may also use options and futures
contracts involving securities, securities indices, interest rates and foreign
currencies.

         The Sub-Adviser seeks to invest the Fund in growth companies that are
positioned to benefit from capitalizing on significant industry, regulatory,
technological, and ownership changes. To find such companies, the Sub-Adviser
looks for management teams with entrepreneurial spirit and a proven talent for
creating value, with a focus on industries expected to drive change in other
industries (for example, technology and financial services). The Sub-Adviser's
investment strategy incorporates the following elements:

                  -        Bottom-up, fundamental research seeks to identify
                           investment themes expected to improve returns on
                           capital and drive earnings growth.
                  -        Analysis of individual companies identifies critical
                           variables, including:
                           -- Business characteristics, including industry
                              structure and trends
                           -- Financial performance, both historical and
                              projected
                           -- Valuations in both absolute and relative terms -
                              Ongoing monitoring of companies tracks changes in
                              critical variables as well as price fluctuations.
                  -        Risk management discipline specifies limits on
                           individual holdings and sector concentrations.

         A more detailed discussion of the Principal Investment Strategies is
available in the SAI under "Investment Policies and Risks" section.

         PRINCIPAL RISKS. You could lose money on an investment in the Fund. An
investment in the Fund is not a bank deposit and is not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other government agency. The
Fund may be affected by the following risks, among others:


                                       26
<PAGE>   28

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

         -        Market Trends. From time to time, the stock market may not
                  favor the growth-oriented securities in which the Fund
                  invests. Rather, the market could favor value stocks or small
                  company stocks, or may not favor equities at all.

         -        Lack of Diversification. The Fund is classified as a
                  non-diversified investment company, which means that, compared
                  with other funds, the Fund may invest a greater percentage of
                  its assets in a particular 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.

         PERFORMANCE SUMMARY. The bar chart and table shown below give some
indication of the risks of an investment in the Fund by comparing the Fund's
performance with a broad measure of market performance. How the Fund has
performed in the past is not necessarily an indication of how the Fund will
perform in the future. Returns in the chart are provided for Class A shares
only. Sales loads are not reflected in the bar chart, and if sales loads were
reflected, returns would be less than those shown.

         (insert bar chart)

During the period shown in the bar chart, the highest return for a quarter was
xx.x% during the quarter ended ________, 1999 and the lowest return for a
quarter was xx.x% during the quarter ended ________, 1999.

                          Average Annual Total Returns
                      (for periods ended December 31, 1999)

<TABLE>
<CAPTION>
                                                    One Year                Since Inception (Dec. 15, 1998)
                                                    --------                -------------------------------
<S>                                                 <C>                     <C>
Class A Shares                                       xx.x%                               xx.x%
Class B Shares                                       xx.x%                               xx.x%
Class C Shares                                       xx.x%                               xx.x%
Russell 1000 Index *                                 xx.x%                               xx.x%
Multi-Cap Growth Fund Avg. **                        xx.x%                               xx.x%
</TABLE>

*        The Russell 1000 Index measures the performance of the 1,000 largest
         U.S. companies based on total market capitalization, which represents
         greater than 90% of the investable U.S. equity market.

**       The Multi-Cap Growth Fund Avg. represents the simple average of the
         annual returns of capital appreciation mutual funds tracked by Lipper
         Analytical Services, Inc.

ING GLOBAL INFORMATION TECHNOLOGY FUND

         INVESTMENT OBJECTIVE. The Fund seeks to provide investors with
long-term capital appreciation.

         PRINCIPAL INVESTMENT STRATEGIES. Under normal market conditions, the
Fund will operate as a diversified fund and invest at least 65% of its total
assets in a portfolio of equity securities of information technology companies.
The Fund defines information technology companies as those companies with
primary business operations in either the information technology, hardware and
software industries, or


                                       27
<PAGE>   29

related consulting and services industries. This portion of the portfolio will
have investments located in at least three different countries, including the
United States.

         The equity securities in which the Fund may invest include common and
preferred stocks, warrants, and convertible securities. The Fund may invest the
remainder of its assets in: corporate debt securities of any maturity which, at
the time of investment, are rated investment grade (for example, rated at least
BBB by Standard & Poor's Rating Group or Baa by Moody's Investor Services) or
have an equivalent rating by a nationally recognized statistical rating agency,
or of comparable quality if unrated; U.S. Government securities; money market
securities, certificates of deposit, bankers acceptances and commercial paper;
and repurchase agreements. The Fund may also use options and futures contracts
involving securities, securities indices, interest rates and foreign currencies.

         The Sub-Adviser believes that because of rapid advances in information
technology, investment in companies within this sector should offer substantial
opportunities for long-term capital appreciation. 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 capitalization 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 investments are 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 the 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.

         The Sub-Adviser combines broad industry analysis and bottom-up company
analysis to identify the stocks of companies it believes will become tomorrow's
technology leaders. In choosing investments for the Fund, the Sub-Adviser first
identifies themes that address industry and technological changes, such as:
shortage of bandwidth; the demand for systems management; specialized
outsourcing; the need for security; growth of the internet; and opportunities
for electronic commerce. Using intensive fundamental research, the Sub-Adviser
then analyzes individual companies worldwide to find those firms most likely to
benefit from the selected investment themes.

         A more detailed discussion of the Principal Investment Strategies is
available in the SAI under "Investment Policies and Risks" section.

         PRINCIPAL RISKS. You could lose money on an investment in the Fund. An
investment in the Fund is not a bank deposit and is not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other government agency. The
Fund may be affected by the following risks, among others:

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

         -        Market Trends. From time to time, the stock market may not
                  favor the securities in which the Fund invests. For example,
                  the market could favor value stocks or small company stocks,
                  or may not favor equities at all.

         -        Risks of Foreign Investing. Foreign investments may be riskier
                  than U.S. investments for many reasons, including changes in
                  currency exchange rates, unstable political and economic
                  conditions, possible security illiquidity, a lack of adequate
                  company information, differences in the way securities markets
                  operate, less secure foreign banks or securities depositories
                  than those in the U.S., and foreign controls on investment.


                                       28
<PAGE>   30

         -        Industry Concentration. As a result of the Fund concentrating
                  its assets in securities related to a particular industry, the
                  Fund may be subject to greater market fluctuation than a fund
                  which has securities representing a broader range of
                  investment alternatives. Information technology companies are
                  generally subject to the rate of change in technology, which
                  is higher than other industries. In addition, products and
                  services of companies engaged in the information technology
                  sector are subject to relatively high risks of rapid
                  obsolescence caused by scientific and technological advances.
                  Swings in investor psychology or significant trading by large
                  institutional investors can result in significant price
                  fluctuations and stock price declines.

         PERFORMANCE SUMMARY. The bar chart and table shown below give some
indication of the risks of an investment in the Fund by comparing the Fund's
performance with a broad measure of market performance. How the Fund has
performed in the past is not necessarily an indication of how the Fund will
perform in the future. Returns in the chart are provided for Class A shares
only. Sales loads are not reflected in the bar chart, and if sales loads were
reflected, returns would be less than those shown.

         (insert bar chart)

During the period shown in the bar chart, the highest return for a quarter was
xx.x% during the quarter ended ________, 1999 and the lowest return for a
quarter was xx.x% during the quarter ended ________, 1999.

                          Average Annual Total Returns
                      (for periods ended December 31, 1999)

<TABLE>
<CAPTION>
                                                  One Year                Since Inception (Dec. 15, 1998)
                                                  --------                -------------------------------
<S>                                               <C>                     <C>
Class A Shares                                     xx.x%                               xx.x%
Class B Shares                                     xx.x%                               xx.x%
Class C Shares                                     xx.x%                               xx.x%
Goldman Sachs Technology Industry                  xx.x%                               xx.x%
Composite Index *
Lipper Science & Technology Fund                   xx.x%                               xx.x%
Avg. **
</TABLE>

*        The Goldman Sachs Technology Industry Composite Index is a widely
         recognized, unmanaged index of technology stocks.

**       The Lipper Science & Technology Fund Avg. represents the simple average
         of the annual returns of science and technology mutual funds tracked by
         Lipper Analytical Services, Inc.

ING GLOBAL COMMUNICATIONS FUND

         INVESTMENT OBJECTIVE. The Fund seeks to provide investors with
long-term capital appreciation.

         PRINCIPAL INVESTMENT STRATEGIES. Under normal market conditions, the
Fund will operate as a diversified fund and invest at least 65% of its total
assets in a portfolio of equity securities of communications companies. This
portion of the portfolio will have investments located in at least three
different countries, including the United States.

         The Fund considers communications companies to be those which are
engaged primarily in designing, developing, operating, financing, manufacturing
or providing the following activities, products and services: communications
equipment and service (including equipment and services for both data and voice
transmission); electronic components and equipment; broadcast (including
television and radio, satellite, microwave and cable television); computer
equipment, mobile telecommunications and cellular radio and paging; electronic
mail; local and wide area networking and linkage of work and data processing


                                       29
<PAGE>   31

systems (collectively, "communications activities"). A "communications company"
is an entity in which (i) at least a majority of either its revenue or earnings
was derived from communications activities, or (ii) at least a majority of its
assets was devoted to communications activities based on the company's most
recent fiscal year.

         The equity securities in which the Fund may invest include common and
preferred stocks, warrants, and convertible securities. The Fund may invest the
remainder of its assets in: corporate debt securities of any maturity which, at
the time of investment, are rated investment grade (for example, rated at least
BBB by Standard & Poor's Rating Group or Baa by Moody's Investor Services) or
have an equivalent rating by a nationally recognized statistical rating agency,
or of comparable quality if unrated; U.S. Government securities; money market
securities, certificates of deposit, bankers acceptances and commercial paper;
and repurchase agreements. The Fund may also use options and futures contracts
involving securities, securities indices, interest rates and foreign currencies.

         The Sub-Adviser believes that because of rapid advances in
communications, investment in companies within this sector should offer
substantial opportunities for long-term capital appreciation. The communications
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 Sub-Adviser believes that the stocks of large
capitalization companies that are well established in the communications market
can be expected to grow with the market and will frequently be found in the
Fund's portfolio. The Fund's investments are 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 the 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.

         The Sub-Adviser combines broad industry analysis and bottom-up company
analysis to identify the stocks of companies it believes will become tomorrow's
communications leaders. In choosing investments for the Fund, the Sub-Adviser
first identifies themes that address industry and technological changes, such
as: [insert themes]. Using intensive fundamental research, the Sub-Adviser then
analyzes individual companies worldwide to find those firms most likely to
benefit from the selected investment themes.

         A more detailed discussion of the Principal Investment Strategies is
available in the SAI under "Investment Policies and Risks" section.

         PRINCIPAL RISKS. You could lose money on an investment in the Fund. An
investment in the Fund is not a bank deposit and is not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other government agency. The
Fund may be affected by the following risks, among others:

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

         -        Market Trends. From time to time, the stock market may not
                  favor the securities in which the Fund invests. For example,
                  the market could favor value stocks or small company stocks,
                  or may not favor equities at all.

         -        Risks of Foreign Investing. Foreign investments may be riskier
                  than U.S. investments for many reasons, including changes in
                  currency exchange rates, unstable political and economic
                  conditions, possible security illiquidity, a lack of adequate
                  company information, differences


                                       30
<PAGE>   32

                  in the way securities markets operate, less secure foreign
                  banks or securities depositories than those in the U.S., and
                  foreign controls on investment.

         -        Industry Concentration. As a result of the Fund concentrating
                  its assets in securities related to a particular industry, the
                  Fund may be subject to greater market fluctuation than a fund
                  which has securities representing a broader range of
                  investment alternatives. Information technology companies are
                  generally subject to the rate of change in technology, which
                  is higher than other industries. In addition, products and
                  services of companies engaged in the information technology
                  sector are subject to relatively high risks of rapid
                  obsolescence caused by scientific and technological advances.
                  Swings in investor psychology or significant trading by large
                  institutional investors can result in significant price
                  fluctuations and stock price declines.

         -        Governmental Regulation. Certain communications industries,
                  such as the telecommunications industry, may be subject to
                  greater governmental regulation than many other industries.
                  Accordingly, such industries may be subject to changes in
                  governmental policies and the need for regulatory approvals
                  may have a material effect on the products and services
                  offered. Telephone operating companies in the United States,
                  for example, are subject to both federal and state regulation
                  affecting permitted rates of return and the kinds of services
                  that may be offered.

         PERFORMANCE SUMMARY. Performance information is only shown for those
Funds which have had a full calendar year of operations. Since the ING Global
Communications Fund has not yet commenced operations, there is no performance
information included in this Prospectus.

ING INTERNET FUND

         INVESTMENT OBJECTIVE. The Fund seeks to provide investors with
long-term capital appreciation.

         PRINCIPAL INVESTMENT STRATEGIES. Under normal market conditions, the
Fund will operate as a non-diversified fund and invest at least 65% of its total
assets in a portfolio of equity securities of U.S. and non-U.S. internet
technology companies. The Fund defines internet technology companies as those
companies with internet/virtual businesses or internet related consulting
businesses, or that derive a majority of their revenue from business operations
in internet related hardware, software or infrastructure industries.

         The equity securities in which the Fund may invest include common and
preferred stocks, warrants, and convertible securities. The Fund may invest the
remainder of its assets in: corporate debt securities of any maturity which, at
the time of investment, are rated investment grade (for example, rated at least
BBB by Standard & Poor's Rating Group or Baa by Moody's Investor Services) or
have an equivalent rating by a nationally recognized statistical rating agency,
or of comparable quality if unrated; U.S. Government securities; money market
securities, certificates of deposit, bankers acceptances and commercial paper;
and repurchase agreements. The Fund may also use options and futures contracts
involving securities, securities indices, interest rates and foreign currencies.

         The Sub-Adviser believes that the internet is in the early stages of a
period of promising growth. The internet has enabled companies to tap into new
markets, use new distribution channels and do business with end users of their
products all over the world without having to go through wholesalers and
distributors. The Sub-Adviser believes that investment in companies related to
the internet should offer substantial opportunities for long-term capital
appreciation. The Fund's investments are 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.


                                       31
<PAGE>   33

         In choosing investments for the Fund, the Sub-Adviser first identifies
themes which it believes will drive the internet in the future. Then, by
conducting extensive fundamental research, the Sub-Adviser analyzes individual
companies worldwide to identify those firms that are most likely to benefit from
the selected investment themes.

         A more detailed discussion of the Principal Investment Strategies is
available in the SAI under "Investment Policies and Risks" section.

         PRINCIPAL RISKS. You could lose money on an investment in the Fund. An
investment in the Fund is not a bank deposit and is not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other government agency. The
Fund may be affected by the following risks, among others:

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

         -        Market Trends. From time to time, the stock market may not
                  favor the securities in which the Fund invests. For example,
                  the market could favor value stocks or non-internet technology
                  company stocks, or may not favor equities at all.

         -        Risks of Foreign Investing. Foreign investments may be riskier
                  than U.S. investments for many reasons, including changes in
                  currency exchange rates, unstable political and economic
                  conditions, possible security illiquidity, a lack of adequate
                  company information, differences in the way securities markets
                  operate, less secure foreign banks or securities depositories
                  than those in the U.S., and foreign controls on investment.

         -        Lack of Diversification. The Fund is classified as a
                  non-diversified investment company, which means that, compared
                  with other funds, the Fund may invest a greater percentage of
                  its assets in a particular 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.

         -        Industry Concentration. As a result of the Fund concentrating
                  its assets in securities related to a particular industry, the
                  Fund may be subject to greater market fluctuation than a fund
                  which has securities representing a broader range of
                  investment alternatives. Internet and internet-related
                  companies are generally subject to the rate of change in
                  technology, which is higher than other industries. In
                  addition, products and services of companies engaged in
                  internet and internet-related activities are subject to
                  relatively high risks of rapid obsolescence caused by
                  scientific and technological advances. Swings in investor
                  psychology or significant trading by large institutional
                  investors can result in significant price fluctuations and
                  stock price declines.

         PERFORMANCE SUMMARY. Performance information is only shown for those
Funds which have had a full calendar year of operations. Since the ING Internet
Fund commenced operations on July 1, 1999, there is no performance information
included in this Prospectus.

ING TECHNOLOGY FUND

         INVESTMENT OBJECTIVE. The Fund seeks to provide investors with
long-term capital appreciation.

         PRINCIPAL INVESTMENT STRATEGIES. Under normal market conditions, the
Fund will operate as a non-diversified fund and invest at least 65% of its total
assets in a portfolio of equity securities of U.S. and


                                       32
<PAGE>   34

non-U.S. internet technology companies. The Fund defines internet technology
companies as those companies with internet/virtual businesses or internet
related consulting businesses, or that derive a majority of their revenue from
business operations in internet related hardware, software or infrastructure
industries.

         The equity securities in which the Fund may invest include common and
preferred stocks, warrants, and convertible securities. The Fund may invest the
remainder of its assets in: corporate debt securities of any maturity which, at
the time of investment, are rated investment grade (for example, rated at least
BBB by Standard & Poor's Rating Group or Baa by Moody's Investor Services) or
have an equivalent rating by a nationally recognized statistical rating agency,
or of comparable quality if unrated; U.S. Government securities; money market
securities, certificates of deposit, bankers acceptances and commercial paper;
and repurchase agreements. The Fund may also use options and futures contracts
involving securities, securities indices, interest rates and foreign currencies.

         The Sub-Adviser believes that the internet is in the early stages of a
period of promising growth. The internet has enabled companies to tap into new
markets, use new distribution channels and do business with end users of their
products all over the world without having to go through wholesalers and
distributors. The Sub-Adviser believes that investment in companies related to
the internet should offer substantial opportunities for long-term capital
appreciation. The Fund's investments are 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.

         In choosing investments for the Fund, the Sub-Adviser first identifies
themes which it believes will drive the internet in the future. Then, by
conducting extensive fundamental research, the Sub-Adviser analyzes individual
companies worldwide to identify those firms that are most likely to benefit from
the selected investment themes.

         A more detailed discussion of the Principal Investment Strategies is
available in the SAI under "Investment Policies and Risks" section.

         PRINCIPAL RISKS. You could lose money on an investment in the Fund. An
investment in the Fund is not a bank deposit and is not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other government agency. The
Fund may be affected by the following risks, among others:

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

         -        Market Trends. From time to time, the stock market may not
                  favor the securities in which the Fund invests. For example,
                  the market could favor value stocks or non-internet technology
                  company stocks, or may not favor equities at all.

         -        Risks of Foreign Investing. Foreign investments may be riskier
                  than U.S. investments for many reasons, including changes in
                  currency exchange rates, unstable political and economic
                  conditions, possible security illiquidity, a lack of adequate
                  company information, differences in the way securities markets
                  operate, less secure foreign banks or securities depositories
                  than those in the U.S., and foreign controls on investment.


                                       33
<PAGE>   35

         -        Lack of Diversification. The Fund is classified as a
                  non-diversified investment company, which means that, compared
                  with other funds, the Fund may invest a greater percentage of
                  its assets in a particular 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.

         -        Industry Concentration. As a result of the Fund concentrating
                  its assets in securities related to a particular industry, the
                  Fund may be subject to greater market fluctuation than a fund
                  which has securities representing a broader range of
                  investment alternatives. Internet and internet-related
                  companies are generally subject to the rate of change in
                  technology, which is higher than other industries. In
                  addition, products and services of companies engaged in
                  internet and internet-related activities are subject to
                  relatively high risks of rapid obsolescence caused by
                  scientific and technological advances. Swings in investor
                  psychology or significant trading by large institutional
                  investors can result in significant price fluctuations and
                  stock price declines.

         PERFORMANCE SUMMARY. Performance information is only shown for those
Funds which have had a full calendar year of operations. Since the ING
Technology Fund has not yet commenced operations, there is no performance
information included in this Prospectus.

ING BALANCED FUND

         INVESTMENT OBJECTIVE. The Fund seeks to provide investors with high
total return.

         PRINCIPAL INVESTMENT STRATEGIES. The Fund primarily invests in a
combination of mid- and large-capitalization equity securities, intermediate
maturity fixed income securities and money market instruments. Equity
securities, which include common and preferred stocks, warrants and convertible
securities, are acquired for capital appreciation or a combination of capital
appreciation and income. Fixed income securities, which include investment grade
corporate debt obligations and U.S. Government securities, are acquired for
income and secondarily for capital appreciation. Money market instruments mature
in 13 months or less from the date of purchase and include U.S. Government
securities and corporate debt securities (including those subject to repurchase
agreements), certificates of deposit, bankers acceptances and commercial paper.
The Fund may also use options and futures contracts involving securities,
securities indices, interest rates and foreign currencies. The Fund will operate
as a diversified fund.

         The percentage of assets invested in equities, fixed income securities
and money market instruments will vary from time to time depending upon the
Sub-Adviser's judgment of general market and economic conditions, trends in
yields and interest rates and changes in fiscal or monetary policies. Depending
upon the Sub-Adviser's determination of market and economic conditions,
investment emphasis may be placed on equities or fixed income securities. The
allocation between equities and fixed income securities creates an opportunity
for investors to receive competitive returns of capital growth and income while
maintaining diversification. Under normal market conditions, the Fund will
invest at least 25% of its total assets in fixed income securities. The average
maturity of the fixed income securities held by the Fund will normally
approximate five years, although this will vary with changing market conditions.

         A more detailed discussion of the Principal Investment Strategies is
available in the SAI under "Investment Policies and Risks" section.

         PRINCIPAL RISKS. You could lose money on an investment in the Fund. An
investment in the Fund is not a bank deposit and is not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other government agency. The
Fund may be affected by the following risks, among others:

         -        Price Volatility. The value of the Fund changes as the prices
                  of its investments go up or down.


                                       34
<PAGE>   36

         -        Risks of Equity Investments. Equity securities face market,
                  issuer and other risks, and their values may go up or down,
                  sometimes rapidly and unpredictably. Market risk is the risk
                  that securities may decline in value due to factors affecting
                  securities markets generally or particular industries. Issuer
                  risk is the risk that the value of a security may decline for
                  reasons relating to the issuer, such as changes in the
                  financial condition of the issuer. While equities may offer
                  the potential for greater long-term growth than most debt
                  securities, they generally have higher volatility.
                  Mid-capitalization stocks may experience greater volatility
                  upon falling out of favor than large-capitalization stocks. In
                  addition, when interest rates increase, the value of income
                  producing equity securities may decrease.

         -        Risks of Fixed Income Investments. Fixed income securities
                  held by the Fund are subject to a number of risks, including,
                  but not limited to:

                  Interest rate risk - In general, when interest rates go up,
                  prices of fixed income securities go down.

                  Default risk -- An issuer of a security may default on its
                  obligation to pay principal and/or interest or have its credit
                  rating downgraded.

                  Call or prepayment risk -- An issuer of a security may prepay
                  principal earlier than scheduled, which could force the Fund
                  to reinvest in lower yielding securities.

                  Extension risk -- Slower than expected principal payments on a
                  mortgage-backed or asset-backed security may extend such
                  security's life, thereby locking in a below-market interest
                  rate, increasing the security's duration and reducing the
                  value of the security.

         -        Allocation Risk. The Sub-Adviser's judgment about the
                  attractiveness and risk adjusted return potential of
                  particular asset classes may prove to be wrong. By utilizing
                  the balanced approach described herein, the Fund's net asset
                  value may not rise as rapidly or as much as the stock market
                  during cycles of rising stock prices.

         PERFORMANCE SUMMARY. Performance information is only shown for those
Funds which have had a full calendar year of operations. Since the ING Balanced
Fund has not yet commenced operations, there is no performance information
included in this Prospectus.

ING EMERGING MARKETS EQUITY FUND

         INVESTMENT OBJECTIVE. The Fund seeks to provide investors with
long-term capital appreciation.

         PRINCIPAL INVESTMENT STRATEGIES. Under normal market conditions, the
Fund will operate as a diversified fund and invest at least 65% of its total
assets in a portfolio of equity securities of emerging market issuers. The Fund
will typically 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. 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 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. With respect to certain countries, investments by
the Fund may only be made through investments in closed-end investment companies
that in turn are authorized to invest in the securities of such countries.

         The equity securities in which the Fund may invest include common and
preferred stocks, warrants, and convertible securities. The Fund may invest the
remainder of its assets in: corporate debt securities of any maturity and
without regard to rating; U.S. Government securities; money market


                                       35
<PAGE>   37

securities, certificates of deposit, bankers acceptances and commercial paper;
and repurchase agreements. The Fund may also use options and futures contracts
involving securities, securities indices, interest rates and foreign currencies.

         In choosing investments for the Fund, the Sub-Advisers employ a highly
disciplined, four-step investment process that seeks to identify unrecognized
growth potential in stocks of emerging market issuers. The four steps are:

                  -        First, quantitative analysis and fundamental research
                           are employed to determine regional equity selection;

                  -        Second, allocations and weightings are determined
                           consistent with the Sub-Advisers' outlook;

                  -        Third, portfolio stock selection within the selected
                           geographical sectors based on comprehensive
                           fundamental analysis is performed; and

                  -        Finally, internal control methods are used with
                           proprietary software for cost-efficient trade
                           execution.

         A more detailed discussion of the Principal Investment Strategies is
available in the SAI under "Investment Policies and Risks" section.

         PRINCIPAL RISKS. You could lose money on an investment in the Fund. An
investment in the Fund is not a bank deposit and is not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other government agency. The
Fund may be affected by the following risks, among others:

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

         -        Market Trends. From time to time, the stock market may not
                  favor the securities in which the Fund invests. For example,
                  the market could favor value stocks or stocks of companies
                  located in more developed countries, or may not favor equities
                  at all.

         -        Risks of Foreign Investing. Foreign investments may be riskier
                  than U.S. investments for many reasons, including changes in
                  currency exchange rates, unstable political and economic
                  conditions, possible security illiquidity, a lack of adequate
                  company information, differences in the way securities markets
                  operate, less secure foreign banks or securities depositories
                  than those in the U.S., and foreign controls on investment.
                  Because the Fund invests primarily in emerging markets
                  countries, the risks may be greater, partly because emerging
                  market countries may be less politically and economically
                  stable than other countries. It may also be more difficult to
                  buy and sell securities in emerging market countries.

         PERFORMANCE SUMMARY. Performance information is only shown for those
Funds which have had a full calendar year of operations. Since the ING Emerging
Markets Equity Fund has not yet commenced operations, there is no performance
information included in this Prospectus.

ING GLOBAL REAL ESTATE FUND

         INVESTMENT OBJECTIVE. The Fund seeks to provide investors with high
total return.

         PRINCIPAL INVESTMENT STRATEGIES. Under normal market conditions, the
Fund will operate as a non-diversified fund and invest at least 65% of its total
assets in a portfolio of equity securities of


                                       36
<PAGE>   38

companies that are principally engaged in the real estate industry. In selecting
investments for the Fund, the Sub-Advisers will select companies whose business
it is to own, operate, develop and/or manage real estate. This portion of the
portfolio will have investments located in at least three different countries
including the United States.

         The equity securities in which the Fund may invest include common and
preferred stocks, warrants, and convertible securities. The Fund may invest the
remainder of its assets in: corporate debt securities of any maturity which, at
the time of investment, are rated investment grade (for example, rated at least
BBB by Standard & Poor's Rating Group or Baa by Moody's Investor Services) or
have an equivalent rating by a nationally recognized statistical rating agency,
or of comparable quality if unrated; U.S. Government securities; money market
securities, certificates of deposit, bankers acceptances and commercial paper;
and repurchase agreements. The Fund may also use options and futures contracts
involving securities, securities indices, interest rates and foreign currencies.

         The Sub-Advisers use a disciplined two-step process for constructing
portfolios that have been employed and enhanced over the past fifteen years.

                  -        First, the Sub-Advisers use a portfolio allocation
                           process driven by systematic, top-down research
                           evaluation of public and private property market
                           trends and conditions to set established portfolio
                           allocation targets by property type and geography.

                  -        Second, the Sub-Advisers use a proprietary Relative
                           Value Analysis system incorporating quantitative and
                           qualitative assessments of individual companies to
                           identify superior current income and growth
                           potential. The RVA examines several factors
                           including: (i) value and property; (ii) capital
                           structure; and (iii) management and strategy.

         A more detailed discussion of the Principal Investment Strategies is
available in the SAI under "Investment Policies and Risks" section.

         PRINCIPAL RISKS. You could lose money on an investment in the Fund. An
investment in the Fund is not a bank deposit and is not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other government agency. The
Fund may be affected by the following risks, among others:

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

         -        Market Trends. From time to time, the stock market may not
                  favor the securities in which the Fund invests. Rather, the
                  market could favor stocks in industries to which the Fund is
                  not exposed, or may not favor equities at all.

         -        Risks of Foreign Investing. Foreign investments may be riskier
                  than U.S. investments for many reasons, including changes in
                  currency exchange rates, unstable political and economic
                  conditions, possible security illiquidity, a lack of adequate
                  company information, differences in the way securities markets
                  operate, less secure foreign banks or securities depositories
                  than those in the U.S., and foreign controls on investment.


                                       37
<PAGE>   39

         -        Lack of Diversification. The Fund is classified as a
                  non-diversified investment company, which means that, compared
                  with other funds, the Fund may invest a greater percentage of
                  its assets in a particular 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.

         -        Industry Concentration. As a result of the Fund concentrating
                  its assets in securities related to a particular industry, the
                  Fund may be subject to greater market fluctuation than a fund
                  which has securities representing a broader range of
                  investment alternatives. Investments in issuers that are
                  principally engaged in real estate, including real estate
                  investment trusts ("REITs"), may subject the 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.

         PERFORMANCE SUMMARY. Performance information is only shown for those
Funds which have had a full calendar year of operations. Since the ING Global
Real Estate Fund has not yet commenced operations, there is no performance
information included in this Prospectus.

ING QUALITY OF LIFE FUND

         INVESTMENT OBJECTIVE. The Fund seeks to provide investors with
long-term capital appreciation.

         PRINCIPAL INVESTMENT STRATEGIES. Under normal market conditions, the
Fund will operate as a non-diversified fund and invest at least 65% of its total
assets in a portfolio of equity securities of U.S. and non-U.S. quality of life
companies. The Fund defines quality of life companies as those companies
offering products and services helping persons live longer, healthier and
happier lives. Such companies may include, but will not be limited to, companies
engaged in the research, development, production or distribution of products or
services related to health care, medicine or the life sciences; companies
engaged in providing entertainment services or equipment related to leisure time
activities; and companies providing other services or products desired by the
aging baby boomer population.

         The equity securities in which the Fund may invest include common and
preferred stocks, warrants, and convertible securities. The Fund may invest the
remainder of its assets in: corporate debt securities of any maturity which, at
the time of investment, are rated investment grade (for example, rated at least
BBB by Standard & Poor's Rating Group or Baa by Moody's Investor Services) or
have an equivalent rating by a nationally recognized statistical rating agency,
or of comparable quality if unrated; U.S. Government securities; money market
securities, certificates of deposit, bankers acceptances and commercial paper;
and repurchase agreements. The Fund may also use options and futures contracts
involving securities, securities indices, interest rates and foreign currencies.

         The Sub-Adviser believes that quality of life companies will benefit
from the aging baby boomer generation. The global consumption pattern is
steadily changing as a result of an increase in wealth and a resulting increase
in life expectancy. Especially in the developed countries, the population is
rapidly aging. In the opinion of the Sub-Adviser this development will lend to a
structural increase in healthcare spending. At the same time the growing group
of aging people will have an increasing need for various services and more and
new possibilities of leisure activities. People will be increasingly willing to
invest in their quality of life aiming at longer, healthier and happier lives.

         In choosing investments for the Fund, the Sub-Adviser first identifies
themes which it believes will drive the healthcare, leisure and other industries
benefiting from the aging baby boomer generation. Then, by conducting extensive
fundamental research, the Sub-Adviser analyzes individual companies worldwide to
identify those firms that are most likely to benefit from the selected
investment themes.


                                       38
<PAGE>   40

         A more detailed discussion of the Principal Investment Strategies is
available in the SAI under "Investment Policies and Risks" section.

         PRINCIPAL RISKS. You could lose money on an investment in the Fund. An
investment in the Fund is not a bank deposit and is not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other government agency. The
Fund may be affected by the following risks, among others:

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

         -        Market Trends. From time to time, the stock market may not
                  favor the securities in which the Fund invests. For example,
                  the market could favor value stocks or stocks of companies
                  within other sectors or industries, or may not favor equities
                  at all.

         -        Risks of Foreign Investing. Foreign investments may be riskier
                  than U.S. investments for many reasons, including changes in
                  currency exchange rates, unstable political and economic
                  conditions, possible security illiquidity, a lack of adequate
                  company information, differences in the way securities markets
                  operate, less secure foreign banks or securities depositories
                  than those in the U.S., and foreign controls on investment.

         -        Lack of Diversification. The Fund is classified as a
                  non-diversified investment company, which means that, compared
                  with other funds, the Fund may invest a greater percentage of
                  its assets in a particular 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.

         -        Industry Concentration. As a result of the Fund concentrating
                  its assets in securities related to particular industries, the
                  Fund may be subject to greater market fluctuation than a fund
                  which has securities representing a broader range of
                  investment alternatives. Swings in investor psychology or
                  significant trading by large institutional investors can
                  result in significant price fluctuations and stock price
                  declines.

         PERFORMANCE SUMMARY. Performance information is only shown for those
Funds which have had a full calendar year of operations. Since the ING Quality
of Life Fund has not yet commenced operations, there is no performance
information included in this Prospectus.


                                       39
<PAGE>   41

                                   BOND FUNDS


ING INTERMEDIATE BOND FUND

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

         PRINCIPAL INVESTMENT STRATEGIES. Under normal market conditions, the
Fund will operate as a diversified fund and invest at least 65% of its total
assets in a portfolio of debt securities which, at the time of investment, are
rated investment grade (for example, rated at least BBB by Standard & Poor's
Rating Group or Baa by Moody's Investor Services) or have an equivalent rating
by a nationally recognized statistical rating agency, or of comparable quality
if unrated. Although the Fund may invest a portion of its assets in high yield
(high risk) debt securities rated below investment grade, the Fund will seek to
maintain a minimum average portfolio quality rating of at least investment
grade. The dollar-weighted average maturity of the Fund will generally range
between three and ten years.

         The Fund may invest the remainder of its assets in: convertible
securities and preferred stocks; U.S. Government securities, securities of
foreign governments and supranational organizations, and high-quality money
market instruments that the Sub-Adviser believes are appropriate in light of the
Fund's investment objective; municipal bonds, notes and commercial paper; and
debt securities of foreign issuers. The Fund may purchase structured debt
obligations and may engage in dollar roll transactions and swap agreements. The
Fund may also sell securities short and may use options and futures contracts
involving securities, securities indices, interest rates and foreign currencies.
A portion of the Fund's assets may be invested in mortgage-backed securities and
asset-backed debt securities.

         In choosing investments for the Fund, the Sub-Adviser employs a highly
disciplined, five step investment process which uses fundamental economic and
market research to identify bond market sectors and individual securities
expected to provide above-average returns. The five steps are:

                  -        First, ACTIVE DURATION MANAGEMENT attempts to capture
                           incremental returns and control interest rate risk
                           through moderate and gradual duration adjustments.

                  -        Second, YIELD CURVE STRATEGY helps determine
                           risk/reward characteristics of different maturity
                           classes.

                  -        Third, SECTOR/QUALITY SELECTION identifies value
                           opportunities in improving or mispriced securities
                           and sectors.

                  -        Fourth, SECURITY SELECTION STRATEGY emphasizes bonds
                           that have attractive relative value within their
                           sectors.

                  -        Finally, TRADING OPPORTUNITIES seek to take advantage
                           of market inefficiencies to purchase bonds at prices
                           below their intrinsic value.

         A more detailed discussion of the Principal Investment Strategies is
available in the SAI under "Investment Policies and Risks" section.

         PRINCIPAL RISKS. You could lose money on an investment in the Fund. An
investment in the Fund is not a bank deposit and is not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other government agency. The
Fund may be affected by the following risks, among others:

         -        Price Volatility. The value of the Fund changes as the prices
                  of its investments go up or down.

         -        Interest Rate Risk. In general, when interest rates go up,
                  prices of fixed income securities go down. Securities with
                  longer maturities are subject to greater fluctuations in value
                  than securities with shorter maturities.


                                       40
<PAGE>   42

         -        Spread Risk. The price of a fixed income security is generally
                  determined by adding an interest rate spread to a benchmark
                  interest rate, such as the U.S. Treasury rate. As the spread
                  on a security widens (or increases), the price (or value) of
                  the security falls.

         -        Default Risk. An issuer of a security may default on its
                  obligation to pay principal and/or interest or have its credit
                  rating downgraded. Securities with lower credit ratings are
                  generally subject to greater fluctuations in value than higher
                  rated securities.

         -        Call or Prepayment Risk. An issuer of a security may prepay
                  principal earlier than scheduled, which could force the Fund
                  to reinvest in lower yielding securities.

         -        Extension Risk. Slower than expected principal payments on a
                  mortgage-backed or asset-backed security may extend such
                  security's life, thereby locking in a below-market interest
                  rate, increasing the security's duration and reducing the
                  value of the security.

         PERFORMANCE SUMMARY. The bar chart and table shown below give some
indication of the risks of an investment in the Fund by comparing the Fund's
performance with a broad measure of market performance. How the Fund has
performed in the past is not necessarily an indication of how the Fund will
perform in the future. Returns in the chart are provided for Class A shares
only. Sales loads are not reflected in the bar chart, and if sales loads were
reflected, returns would be less than those shown.

         (insert bar chart)

During the period shown in the bar chart, the highest return for a quarter was
xx.x% during the quarter ended ________, 1999 and the lowest return for a
quarter was xx.x% during the quarter ended ________, 1999.

                          Average Annual Total Returns
                      (for periods ended December 31, 1999)

<TABLE>
<CAPTION>
                                                    One Year                Since Inception (Dec. 15, 1998)
                                                    --------                -------------------------------
<S>                                                 <C>                     <C>
Class A Shares                                       xx.x%                               xx.x%
Class B Shares                                       xx.x%                               xx.x%
Class C Shares                                       xx.x%                               xx.x%
Lehman Bros. Aggregate Index *                       xx.x%                               xx.x%
Lipper Intermediate Investment Grade                 xx.x%                               xx.x%
Debt Fund Avg. **
</TABLE>

*        The Lehman Bros. Aggregate Index is a widely recognized, unmanaged
         index of publicly issued intermediate, fixed rate U.S. Government and
         investment grade corporate debt securities.

**       The Lipper Intermediate Investment Grade Debt Fund Avg. represents the
         simple average of the annual returns of intermediate investment grade
         debt mutual funds tracked by Lipper Analytical Services, Inc.

ING HIGH YIELD BOND FUND

         INVESTMENT OBJECTIVE. The Fund seeks to provide investors with a high
level of current income and total return.

         PRINCIPAL INVESTMENT STRATEGIES. Under normal market conditions, the
Fund will operate as a diversified fund and invest at least 65% of its total
assets in a portfolio of high yield (high risk) bonds. High yield bonds are debt
securities that are not rated by a nationally recognized statistical rating
agency or are rated below investment grade (for example, rated below BBB by
Standard & Poor's Rating Group or Baa by Moody's Investor Services) or have an
equivalent rating by a nationally recognized statistical rating agency. The Fund
defines high yield bonds to include bank loans, payment-in-kind ("PIK")
securities,


                                       41
<PAGE>   43

fixed, variable, floating rate and deferred interest debt obligations, zero
coupon bonds, mortgage-backed and asset-backed debt obligations, structured debt
obligations and convertible bonds, provided they are unrated or rated below
investment grade. In evaluating the quality of a particular high yield bond for
investment by the Fund, the Sub-Adviser does not rely exclusively on ratings
assigned by the nationally recognized statistical rating agencies. 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. There are no restrictions on the average maturity of the
Fund or the maturity of any single investment. Maturities may very widely
depending on the Sub-Adviser's assessment of interest rate trends and other
economic or market factors.

         Any remaining assets may be invested in investment grade debt
securities; common and preferred stocks; U.S. Government securities and money
market instruments that the Sub-Adviser believes are appropriate in light of the
Fund's investment objectives; and debt securities of foreign issuers. The Fund
may purchase structured debt obligations and may engage in dollar roll
transactions and swap agreements. The Fund may also use options and futures
contracts involving securities, securities indices, interest rates and foreign
currencies. A portion of the Fund's assets may be invested in mortgage-backed
and asset-backed debt securities.

         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 in order to attempt to achieve
either a combination of its primary and secondary objectives, in which case the
common stocks will be dividend-paying, or to achieve its secondary objective, in
which the common stocks may not pay dividends.

         In choosing investments for the Fund, the Sub-Adviser combines
extensive company and industry research with relative value analysis to identify
high yield bonds expected to provide above-average returns. Relative value
analysis is intended to enhance returns by moving from overvalued to undervalued
sectors of the bond market. The Sub-Adviser's team approach to decision making
includes contributions from individual managers responsible for specific
industry sectors.

         A more detailed discussion of the Principal Investment Strategies is
available in the SAI under "Investment Policies and Risks" section.

         PRINCIPAL RISKS. You could lose money on an investment in the Fund. An
investment in the Fund is not a bank deposit and is not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other government agency. The
Fund may be affected by the following risks, among others:

         -        Price Volatility. The value of the Fund changes as the prices
                  of its investments go up or down.

         -        Risks of Fixed Income Investments. Fixed income securities
                  held by the Fund are subject to a number of risks, including,
                  but not limited to:

                  Interest rate risk -- In general, when interest rates go up,
                  prices of fixed income securities go down. Securities with
                  longer maturities are subject to greater fluctuations in value
                  than securities with shorter maturities.

                  Spread Risk -- The price of a fixed income security is
                  generally determined by adding an interest rate spread to a
                  benchmark interest rate, such as the U.S. Treasury rate. As
                  the spread on a security widens (or increases), the price (or
                  value) of the security falls.

                  Default risk -- An issuer of a security may default on its
                  obligation to pay principal and/or interest or have its credit
                  rating downgraded. Securities with lower credit ratings are
                  generally subject to greater fluctuations in value than higher
                  rated securities.


                                       42
<PAGE>   44

                  Call or prepayment risk -- An issuer of a security may prepay
                  principal earlier than scheduled, which could force the Fund
                  to reinvest in lower yielding securities.

                  Extension risk -- Slower than expected principal payments on a
                  mortgage-backed or asset-backed security may extend such
                  security's life, thereby locking in a below-market interest
                  rate, increasing the security's duration and reducing the
                  value of the security.

         -        Risk of High Yield Bonds. High yield bonds carry particular
                  market risks and may experience greater volatility in market
                  value than investment grade bonds. Changes in interest rates,
                  the market's perception of the issuers and the
                  creditworthiness of the issuers 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. Certain high yield bonds, such as zero
                  coupon, deferred interest and PIK bonds, are issued at deep
                  discounts and may experience greater volatility in market
                  value. The secondary market for high yield bonds may be less
                  liquid than the markets for higher quality securities and this
                  may have an adverse effect on the market values of certain
                  securities.

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

         PERFORMANCE SUMMARY. The bar chart and table shown below give some
indication of the risks of an investment in the Fund by comparing the Fund's
performance with a broad measure of market performance. How the Fund has
performed in the past is not necessarily an indication of how the Fund will
perform in the future. Returns in the chart are provided for Class A shares
only. Sales loads are not reflected in the bar chart, and if sales loads were
reflected, returns would be less than those shown.

         (insert bar chart)

During the period shown in the bar chart, the highest return for a quarter was
xx.x% during the quarter ended ________, 1999 and the lowest return for a
quarter was xx.x% during the quarter ended ________, 1999.

                          Average Annual Total Returns
                      (for periods ended December 31, 1999)

<TABLE>
<CAPTION>
                                                    One Year                Since Inception (Dec. 15, 1998)
                                                    --------                -------------------------------
<S>                                                 <C>                     <C>
Class A Shares                                       xx.x%                               xx.x%
Class B Shares                                       xx.x%                               xx.x%
Class C Shares                                       xx.x%                               xx.x%
Lehman Bros. High Yield Index *                      xx.x%                               xx.x%
Lipper High Current Yield                            xx.x%                               xx.x%
  Fund Avg. **
</TABLE>

*        The Lehman Bros. High Yield Index is a widely recognized, unmanaged
         index of high yield debt securities.

**       The Lipper High Yield Fund Avg. represents the simple average of the
         annual returns of high yield mutual funds tracked by Lipper Analytical
         Services, Inc.


                                       43
<PAGE>   45

ING HIGH YIELD REAL ESTATE FUND

         INVESTMENT OBJECTIVE. The Fund seeks to provide investors with a high
level of current income.

         PRINCIPAL INVESTMENT STRATEGIES. Under normal market conditions, the
Fund will operate as a non-diversified fund and invest at least 80% of its total
assets in commercial mortgage backed securities. Commercial 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
commercial property. Generally, these securities are issued by private issuers
without a government guarantee but usually having some form of private credit
enhancement. The Fund may invest in adjustable rate and fixed rate mortgage
securities. The Fund's weighted average credit quality will be "BB-" or better
at all times based on ratings from the nationally recognized credit rating
agencies, or of comparable quality if unrated. Securities rated below B- may not
exceed 20% of the Fund's total assets. All split rated securities will be
accounted for at the lower rating.

         Any remaining assets of the Fund may be invested in other types of
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 Sub-Adviser believes are appropriate in light
of the Fund's investment objective. The Fund may also use options and futures
contracts involving securities, securities indices and interest rates.

         There are no restrictions on the average maturity of the Fund or on the
maturity of any single instrument. The Fund will diversify its holdings so as
not to be overly affected by a downturn in any specific region of the country,
industry or property type. In that regard, with respect to the total collateral
underlying the securities of the Fund: (i) no more than 33% shall be in any
single state; (ii) no single property type shall constitute more than 75% of the
collateral, provided, however, that office properties shall constitute no more
than 50% of the collateral and hotel properties shall constitute no more than
50% of the collateral; (iii) no more than 50% of the Fund's assets at the time
of purchase may be securities backed by single properties; and (iv) agricultural
mortgage securities and non-agency single-family/residential mortgage-backed
securities are limited to a maximum of 5% of the Fund's assets at all times. The
Fund will not invest in interest only or principal only commercial
mortgage-backed securities.

         In determining the commercial mortgage backed securities that the Fund
will acquire, the Sub-Adviser may consider, among other factors, the following:
the characteristics of the underlying mortgage loans, including loan-to-value
and debt service coverage ratios, loan seasoning and risks of refinancing;
characteristics of the underlying properties, including diversity of the loan
pool, occupancy and leasing rates and competitiveness in the pertinent market;
economic, environmental and local considerations; deal structure, including
historical performance of the originator, subordination percentages and reserve
fund balances; and structural participants such as administrators and servicers.

         A more detailed discussion of the Principal Investment Strategies is
available in the SAI under "Investment Policies and Risks" section.

         PRINCIPAL RISKS. You could lose money on an investment in the Fund. An
investment in the Fund is not a bank deposit and is not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other government agency. The
Fund may be affected by the following risks, among others:

         -        Price Volatility. The value of the Fund changes as the prices
                  of its investments go up or down.

         -        Interest Rate Risk. In general, when interest rates go up,
                  prices of fixed income securities go down. Securities with
                  longer maturities are subject to greater fluctuations in value
                  than securities with shorter maturities.


                                       44
<PAGE>   46

         -        Spread Risk. The price of a fixed income security is generally
                  determined by adding an interest rate spread to a benchmark
                  interest rate, such as the U.S. Treasury rate. As the spread
                  on a security widens (or increases), the price (or value) of
                  the security falls.

         -        Default Risk. Obligors under commercial mortgages may be
                  unable to make payments of interest and principal. This
                  increases the risk of default on a related commercial
                  mortgage-backed security. Securities with lower credit ratings
                  are generally subject to greater fluctuations in value than
                  higher rated securities.

         -        Call or Prepayment Risk. An issuer of a security may prepay
                  principal earlier than scheduled, which could force the Fund
                  to reinvest in lower yielding securities.

         -        Extension Risk. Slower than expected principal payments on a
                  commercial mortgage-backed or asset-backed security may extend
                  such security's life, thereby locking in a below-market
                  interest rate, increasing the security's duration and reducing
                  the value of the security.

         -        Risk of High Yield Bonds. High yield bonds carry particular
                  market risks and may experience greater volatility in market
                  value than investment grade bonds. Changes in interest rates,
                  the market's perception of the issuers and the
                  creditworthiness of the issuers 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. Certain high yield bonds are issued at deep
                  discounts and may experience greater volatility in market
                  value. The secondary market for high yield bonds may be less
                  liquid than the markets for higher quality securities and this
                  may have an adverse effect on the market values of certain
                  securities.

         PERFORMANCE SUMMARY. Performance information is only shown for those
Funds which have had a full calendar year of operations. Since the ING High
Yield Real Estate Fund has not yet commenced operations, there is no performance
information included in this Prospectus.

ING INTERNATIONAL BOND FUND

         INVESTMENT OBJECTIVE. The Fund seeks to provide investors with high
total return.

         PRINCIPAL INVESTMENT STRATEGIES. Under normal market conditions, the
Fund will operate as a non-diversified fund and invest at least 65% of its total
assets in a portfolio of fixed income securities of international issuers which,
at the time of investment, are rated investment grade (for example, rated at
least BBB by Standard & Poor's Rating Group or Baa by Moody's Investor Services)
or have an equivalent rating by a nationally recognized statistical rating
agency, or of comparable quality if unrated. This portion of the portfolio will
have investments in at least three different countries outside of the United
States. There are no restrictions on the average maturity of the Fund or the
maturity of any single investment. Maturities may vary widely depending on the
Sub-Advisers' assessment of interest rate trends and other economic or market
factors. Fixed income securities eligible for purchase by the Fund consist of:

                  -        securities issued or guaranteed by foreign
                           governments, their political subdivisions, agencies
                           or instrumentalities;

                  -        corporate bonds and debentures rated investment grade
                           (for example, rated at least BBB by Standard & Poor's
                           Rating Group or Baa by Moody's Investor Services);

                  -        obligations of supranational entities;

                  -        repurchase agreements involving the foregoing
                           securities;

                  -        loan participations;

                  -        short-term commercial paper of U.S. or foreign
                           issuers rated in the highest two rating categories by
                           a nationally recognized statistical rating agency;
                           and

                  -        swap agreements.


                                       45
<PAGE>   47

         Any remaining assets of the Fund may be invested in securities
denominated in U.S. dollars or foreign currencies which are rated below
investment grade (for example, rated at below BBB by Standard & Poor's Rating
Group or Baa by Moody's Investor Services) or have an equivalent rating by a
nationally recognized statistical rating agency, or of comparable quality if
unrated; U.S. Government securities; obligations 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 the last published financial
statements at the time of investment; mortgage-backed and asset-backed
securities rated within the three highest rating categories by a nationally
recognized statistical rating agency; receipts; and guaranteed investment
contracts. The Fund may also use options and futures contracts involving
securities, securities indices, interest rates and foreign currencies.

         In choosing investments for the Fund, the Sub-Advisers employ a highly
disciplined, four step investment process that seeks to identify bond market
sectors expected to provide high and sustainable real rates of return. The four
steps are:

                  -        First, quantitative analysis and fundamental research
                           are employed to develop international bond market
                           rankings and currency outlook;

                  -        Second, country allocations, currency weightings and
                           maturity profile are determined consistent with the
                           Sub-Advisers' outlook;

                  -        Third, specific security selection within the
                           selected geographical sectors and market sectors is
                           performed; and

                  -        Finally, internal control methods are used with
                           proprietary software for cost-efficient trade
                           execution.

         A more detailed discussion of the Principal Investment Strategies is
available in the SAI under "Investment Policies and Risks" section.

         PRINCIPAL RISKS. You could lose money on an investment in the Fund. An
investment in the Fund is not a bank deposit and is not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other government agency. The
Fund may be affected by the following risks, among others:

         -        Price Volatility. The value of the Fund changes as the prices
                  of its investments go up or down.

         -        Risks of Fixed Income Investments. Fixed income securities
                  held by the Fund are subject to a number of risks, including,
                  but not limited to:

                  Interest rate risk -- In general, when interest rates go up,
                  prices of fixed income securities go down. Securities with
                  longer maturities are subject to greater fluctuations in value
                  than securities with shorter maturities.

                  Spread Risk -- The price of a fixed income security is
                  generally determined by adding an interest rate spread to a
                  benchmark interest rate, such as the U.S. Treasury rate. As
                  the spread on a security widens (or increases), the price (or
                  value) of the security falls.

                  Default risk -- An issuer of a security may default on its
                  obligation to pay principal and/or interest or have its credit
                  rating downgraded. Securities with lower credit ratings are
                  generally subject to greater fluctuations in value than higher
                  rated securities.

                  Call or prepayment risk -- An issuer of a security may prepay
                  principal earlier than scheduled, which could force the Fund
                  to reinvest in lower yielding securities.

                  Extension risk -- Slower than expected principal payments on a
                  mortgage-backed or asset-backed security may extend such
                  security's life, thereby locking in a below-market interest
                  rate, increasing the security's duration and reducing the
                  value of the security.


                                       46
<PAGE>   48

         -        Risks of Foreign Investing. Foreign investments may be riskier
                  than U.S. investments for many reasons, including changes in
                  currency exchange rates, unstable political and economic
                  conditions, possible security illiquidity, a lack of adequate
                  company information, differences in the way securities markets
                  operate, less secure foreign banks or securities depositories
                  than those in the U.S., and foreign controls on investment. To
                  the extent the Fund invests in emerging markets countries, the
                  risks may be greater, partly because emerging market countries
                  may be less politically and economically stable than other
                  countries. It may also be more difficult to buy and sell
                  securities in emerging market countries.

         -        Lack of Diversification. The Fund is classified as a
                  non-diversified investment company, which means that, compared
                  with other funds, the Fund may invest a greater percentage of
                  its assets in a particular 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.

         PERFORMANCE SUMMARY. The bar chart and table shown below give some
indication of the risks of an investment in the Fund by comparing the Fund's
performance with a broad measure of market performance. How the Fund has
performed in the past is not necessarily an indication of how the Fund will
perform in the future. Returns in the chart are provided for Class A shares
only. Sales loads are not reflected in the bar chart, and if sales loads were
reflected, returns would be less than those shown.

         (insert bar chart)

During the period shown in the bar chart, the highest return for a quarter was
xx.x% during the quarter ended ________, 1999 and the lowest return for a
quarter was xx.x% during the quarter ended ________, 1999.

                          Average Annual Total Returns
                      (for periods ended December 31, 1999)

<TABLE>
<CAPTION>
                                                  One Year                Since Inception (Dec. 15, 1998)
                                                  --------                -------------------------------
<S>                                               <C>                     <C>
Class A Shares                                     xx.x%                               xx.x%
Class B Shares                                     xx.x%                               xx.x%
Class C Shares                                     xx.x%                               xx.x%
Salomon Bros. World                                xx.x%                               xx.x%
  Gov't Bond Index *
Lipper International Income                        xx.x%                               xx.x%
  Fund Avg. **
</TABLE>

*        The Salomon Bros. World Gov't Bond Index is a widely recognized,
         unmanaged index of securities issued by foreign governments.

**       The Lipper International Income Fund Avg. represents the simple average
         of the annual returns of international income mutual funds tracked by
         Lipper Analytical Services, Inc.

ING MORTGAGE INCOME FUND

         INVESTMENT OBJECTIVE. The Fund seeks to provide investors with
long-term income consistent with preservation of capital.

         PRINCIPAL INVESTMENT STRATEGIES. Under normal market conditions, the
Fund will operate as a diversified fund and invest at least 65% of its total
assets in mortgage-backed securities. 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,


                                       47
<PAGE>   49

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. The Fund
may invest in adjustable rate and fixed rate mortgage securities. The Fund's
investments will be rated, at the time of investment, "A" or better by a
nationally recognized statistical rating agency, or of comparable quality if
unrated.

         Any remaining assets of the Fund may be invested in other types of
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 Sub-Adviser believes are appropriate in light
of the Fund's investment objective. The Fund may also use options and futures
contracts involving securities, securities indices, interest rates and foreign
currencies.

         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 in 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; however, 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 portfolio
securities and purchases of higher yielding securities of similar quality due to
distortions in normal yield differentials.

         A more detailed discussion of the Principal Investment Strategies is
available in the SAI under "Investment Policies and Risks" section.

         PRINCIPAL RISKS. You could lose money on an investment in the Fund. An
investment in the Fund is not a bank deposit and is not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other government agency. The
Fund may be affected by the following risks, among others:

         -        Price Volatility. The value of the Fund changes as the prices
                  of its investments go up or down.

         -        Interest Rate Risk. In general, when interest rates go up,
                  prices of fixed income securities go down. Securities with
                  longer maturities are subject to greater fluctuations in value
                  than securities with shorter maturities.

         -        Spread Risk. The price of a fixed income security is generally
                  determined by adding an interest rate spread to a benchmark
                  interest rate, such as the U.S. Treasury rate. As the spread
                  on a security widens (or increases), the price (or value) of
                  the security falls.

         -        Default Risk. An issuer of a security may default on its
                  obligation to pay principal and/or interest or have its credit
                  rating downgraded. Securities with lower credit ratings are
                  generally subject to greater fluctuations in value than higher
                  rated securities.

         -        Call or Prepayment Risk. An issuer of a security may prepay
                  principal earlier than scheduled, which could force the Fund
                  to reinvest in lower yielding securities.

         -        Extension Risk. Slower than expected principal payments on a
                  mortgage-backed or asset-backed security may extend such
                  security's life, thereby locking in a below-market interest
                  rate, increasing the security's duration and reducing the
                  value of the security.


                                       48
<PAGE>   50

         PERFORMANCE SUMMARY. Performance information is only shown for those
Funds which have had a full calendar year of operations. Since the ING Mortgage
Income Fund has not yet commenced operations, there is no performance
information included in this Prospectus.

ING NATIONAL TAX-EXEMPT BOND FUND

         INVESTMENT OBJECTIVE. The Fund seeks to provide investors with a high
level of current income that is exempt from federal income taxes, consistent
with preservation of capital.

         PRINCIPAL INVESTMENT STRATEGIES. Under normal market conditions, the
Fund will operates as a diversified fund and invest at least 80% of its total
assets in a portfolio of municipal obligations. Municipal obligations are debt
obligations issued by states, territories and possessions of the United States
and the District of Columbia and their political subdivisions, agencies and
instrumentalities, or multi-state agencies or authorities the interest from
which is, in the opinion of bond counsel of the issuer, exempt from federal
income tax. Under normal market 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. Up to 20% of the Fund's
total assets may be invested in taxable debt securities for defensive purposes
or when sufficient tax-exempt municipal obligations are not available for
purchase. The taxable securities in which the Fund may invest include U.S.
Government securities, instruments of U.S. commercial banks or savings and loan
institutions which have total assets of $1 billion or more, and repurchase
agreements involving any of such securities.

         There are no restrictions on the average maturity of the Fund or on the
maturity of any single investment. Maturities may very widely depending on the
Sub-Advisers assessment of interest rate trends and other economic or market
factors. 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 are of comparable quality if unrated: (i) municipal bonds rated
investment grade (for example, rated at least BBB by Standard & Poor's Rating
Group or Baa by Moody's Investor Services) or have an equivalent rating by a
nationally recognized statistical rating agency, or of comparable quality if
unrated; (ii) municipal notes receiving the highest rating by such a rating
agency; and (iii) tax-exempt commercial paper receiving the highest rating by
such a rating agency.

         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.

         Not more than 25% of the Fund's total assets will be invested in either
(i) municipal obligations whose issuers are located in the same state or (ii)
municipal obligations the interest on which is derived from revenues of similar
type projects. The second restriction does not apply to municipal obligations 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.

         A more detailed discussion of the Principal Investment Strategies is
available in the SAI under "Investment Policies and Risks" section.

         PRINCIPAL RISKS. You could lose money on an investment in the Fund. An
investment in the Fund is not a bank deposit and is not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other government agency. The
Fund may be affected by the following risks, among others:

         -        Price Volatility. The value of the Fund changes as the prices
                  of its investments go up or down.


                                       49
<PAGE>   51

         -        Risks of Fixed Income Investments. Fixed income securities
                  held by the Fund are subject to a number of risks, including,
                  but not limited to:

                  Interest rate risk - In general, when interest rates go up,
                  prices of fixed income securities go down. Securities with
                  longer maturities are subject to greater fluctuations in value
                  than securities with shorter maturities.

                  Spread Risk -- The price of a fixed income security is
                  generally determined by adding an interest rate spread to a
                  benchmark interest rate, such as the U.S. Treasury rate. As
                  the spread on a security widens (or increases), the price (or
                  value) of the security falls.

                  Default risk -- An issuer of a security may default on its
                  obligation to pay principal and/or interest or have its credit
                  rating downgraded. Securities with lower credit ratings are
                  generally subject to greater fluctuations in value than higher
                  rated securities.

                  Call or prepayment risk -- An issuer of a security may prepay
                  principal earlier than scheduled, which could force the Fund
                  to reinvest in lower yielding securities.

         -        Risk of Municipal Obligations. There could be economic,
                  business or political developments which might affect all
                  municipal obligations of a similar type. To the extent that a
                  significant portion of the Fund's assets are invested in
                  municipal obligations payable from revenue 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.


         PERFORMANCE SUMMARY. Performance information is only shown for those
Funds which have had a full calendar year of operations. Since the ING National
Tax-Exempt Bond Fund commenced operations on November 8, 1999, there is no
performance information included in this Prospectus.

ING ENHANCED CAPITAL PRESERVATION FUND

         INVESTMENT OBJECTIVE. The Fund seeks to provide investors with a higher
level of current income than that of a money market fund, while seeking to
preserve capital and maintain a stable net asset value per share.

         PRINCIPAL INVESTMENT STRATEGIES. Under normal market conditions, the
Fund will operate as a diversified fund and invest at least 65% of its total
assets in a portfolio of fixed income securities of varying short to
intermediate-term maturities which at the time of purchase are rated BBB- or
better by an NRSRO or, if not rated, are determined to be of comparable quality
by the Fund's Sub-Adviser at the time of purchase. The Fund will seek to
maintain a minimum average portfolio quality rating of "A." The dollar-weighted
average duration of the Fund will generally range between two and one-half years
and four and one-half years. Duration is a measure of a debt security's average
life that reflects the present value of the security's cash flow and,
accordingly, is a measure of price sensitivity to interest rate changes.
Generally, the longer the duration, the more volatility an investor should
expect. Because earlier payments on a debt security have a higher present value,
the duration of a security (other than a zero-coupon security) will be less than
the security's stated maturity.

         Any remaining assets may be invested in short term investments,
including money market fund shares, bankers' acceptances, commercial paper, time
deposits, certificates of deposit, and other instruments of foreign and domestic
banks and thrift institutions that the Sub-Adviser believes are appropriate in
light of the Fund's objective. Money market instruments must be rated A2 or
better by an NRSRO or, if not rated, determined to be of comparable quality by
the Fund's Sub-Adviser at the time of purchase.

         The Fund will also enter into wrapper agreements with highly rated
financial institutions, such as banks or insurance companies ("Wrap Providers"),
which are utilized to stabilize the net asset value of the


                                       50
<PAGE>   52

Fund (the "Wrapper Agreements"). As a result of the Wrapper Agreements, the
Fund's NAV should be substantially more stable than short to intermediate-term
bond funds, though not fixed at $1.00 per share as is the case with money market
funds. The reason for this is that the Wrapper Agreements require the Wrap
Provider to make payments to the Fund which protect the Fund against declines in
the value of its securities, whether such declines arise from interest rate
changes, certain credit events affecting the securities issuers or, if
applicable, credit enhancers of such securities or otherwise. In addition, by
investing in a portfolio of securities with a longer duration, the Fund intends
to achieve returns higher than that of money market funds over a similar period
of time.

         A more detailed discussion of the Principal Investment Strategies is
available in the SAI under "Investment Policies and Risks" section.

         PRINCIPAL RISKS. You could lose money on an investment in the Fund. An
investment in the Fund is not a bank deposit and is not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other government agency. The
Fund may be affected by the following risks, among others:

         -        Price Volatility. The value of the Fund changes as the prices
                  of its investments go up or down.

         -        Interest Rate Risk. In general, when interest rates go up,
                  prices of fixed income securities go down. Securities with
                  longer maturities are subject to greater fluctuations in value
                  than securities with shorter maturities.

         -        Spread Risk. The price of a fixed income security is generally
                  determined by adding an interest rate spread to a benchmark
                  interest rate, such as the U.S. Treasury rate. As the spread
                  on a security widens (or increases), the price (or value) of
                  the security falls.

         -        Default Risk. An issuer of a security may default on its
                  obligation to pay principal and/or interest or have its credit
                  rating downgraded. Securities with lower credit ratings are
                  generally subject to greater fluctuations in value than higher
                  rated securities.

         -        Call or Prepayment Risk. An issuer of a security may prepay
                  principal earlier than scheduled, which would force the Fund
                  to reinvest in lower yielding securities.

         -        Extension Risk. Slower than expected principal payments on a
                  mortgage-backed or asset-backed security may extend such
                  security's life, thereby locking in a below-market interest
                  rate, increasing the security's duration and reducing the
                  value of the security.

         -        Wrapper Risk. The risks of Wrapper Agreements include the
                  possible default by a Wrap Provider, the inability to obtain
                  one or more replacement Wrapper Agreements, the failure of the
                  Wrapper Agreements to cover all securities held by the Fund,
                  the difficulty in valuing Wrapper Agreements due to their
                  illiquid nature and the dependence on a limited number of
                  available Wrap Providers.

PERFORMANCE SUMMARY. Performance information is only shown for those Funds which
have had a full calendar year of operations. Since the ING Enhanced Capital
Preservation Fund has not yet commenced operations, there is no performance
information included in this Prospectus.


                                       51
<PAGE>   53

                               MONEY MARKET FUNDS


ING MONEY MARKET FUND

         INVESTMENT OBJECTIVE. The 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.

         PRINCIPAL INVESTMENT STRATEGIES. The Fund will operate as a diversified
fund and invest in a portfolio of high-quality, U.S. dollar denominated
short-term debt obligations which are determined by the Sub-Adviser to present
minimal credit risks.

          Portfolio investments of the Fund are valued based on the amortized
cost valuation method pursuant to Rule 2a-7 under the Investment Company Act of
1940. Obligations in which the Fund invests generally have remaining maturities
of 397 days or less, although upon satisfying certain conditions of Rule 2a-7,
the Fund 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
the Fund will not exceed 90 days.

         The Fund will invest in obligations permitted to be purchased under
Rule 2a-7 including, but not limited to, (i) U.S. Government securities; (ii)
commercial paper, mortgage-backed and asset-backed securities, guaranteed
investment contracts, loan participation interests, medium-term notes, and other
promissory notes, including floating and 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 and 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 underlying indebtedness to vary, and provide for periodic adjustments
in the interest rate. The Fund may enter into repurchase agreements.

         In choosing investments for the Fund, the Sub-Adviser employs a highly
disciplined, four step investment process designed to ensure preservation of
capital and liquidity, as well as adherence to regulatory requirements. The four
steps are:

                  -        First, a formal list of high-quality issuers is
                           actively maintained;

                  -        Second, securities of issuers on the approved list
                           which meet maturity guidelines and are rated "first
                           tier" (that is, they are given the highest short-term
                           rating by at least two nationally recognized
                           statistical rating agencies, or by a single rating
                           agency if a security is rated only by that agency, or
                           are determined to be of comparable quality by the
                           Sub-Adviser pursuant to guidelines approved by the
                           Fund's Board of Trustees) are selected for
                           investment;

                  -        Third, diversification is continuously monitored to
                           ensure that regulatory limits are not exceeded; and

                  -        Finally, maturity decisions are made based upon
                           liquidity requirements, yield curve analysis and
                           market expectations of future interest rates.

         A more detailed discussion of the Principal Investment Strategies is
available in the SAI under "Investment Policies and Risks" section.

         PRINCIPAL RISKS. An investment in the Fund is not a bank deposit and is
not insured or guaranteed by the Federal Deposit Insurance Corporation or any
other government agency. Although the Fund seeks to preserve the value of your
investment at $1.00 per share, it is possible to lose money by investing in the


                                       52
<PAGE>   54

Fund. The Fund's yield will vary and the Fund 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 Fund invests.

         PERFORMANCE SUMMARY. The bar chart and table shown below give some
indication of the risks of an investment in the Fund by comparing the Fund's
performance with a broad measure of market performance. How the Fund has
performed in the past is not necessarily an indication of how the Fund will
perform in the future. Returns in the chart are provided for Class A shares
only. Sales loads are not reflected in the bar chart, and if sales loads were
reflected, returns would be less than those shown.

         (insert bar chart)

During the period shown in the bar chart, the highest return for a quarter was
xx.x% during the quarter ended ________, 1999 and the lowest return for a
quarter was xx.x% during the quarter ended ________, 1999. The Fund's current
and effective yield for the seven days ended December 31, 1999 were x.xx% and
x.xx%, respectively.

                          Average Annual Total Returns
                      (for periods ended December 31, 1999)

<TABLE>
<CAPTION>
                                                  One Year                Since Inception (Dec. 15, 1998)
                                                  --------                -------------------------------
<S>                                               <C>                     <C>
Class A Shares                                     xx.x%                               xx.x%
Class B Shares                                     xx.x%                               xx.x%
Class C Shares                                     xx.x%                               xx.x%
IBC Money Fund Report First                        xx.x%                               xx.x%
  Tier Average*
Lipper Money Market Fund                           xx.x%                               xx.x%
  Average**
</TABLE>

*        A weekly report tracking the performance, assets, average maturities
         and portfolio composition of over 1,300 taxable and tax-free money
         funds.

**       The Lipper Money Market Fund Average represents the simple average of
         the annual returns of money market mutual funds tracked by Lipper
         Analytical Services, Inc.

ING U.S. TREASURY MONEY MARKET FUND

         INVESTMENT OBJECTIVE. The 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.

         PRINCIPAL INVESTMENT STRATEGIES. The Fund will operate as a diversified
fund and invest 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 Fund may also invest in repurchase agreements which are fully collateralized
by U.S. Treasury securities. The Fund may purchase U.S. Treasury securities on a
"when-issued" basis and purchase or sell them on a "forward commitment" basis.

          Portfolio investments of the Fund are valued based on the amortized
cost valuation method pursuant to Rule 2a-7 under the Investment Company Act of
1940. Obligations in which the Fund invests generally have remaining maturities
of 397 days or less, although upon satisfying certain conditions of Rule 2a-7,
the Fund 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
the Fund will not exceed 90 days.

         Maturity decisions are made by the Sub-Adviser based upon liquidity
requirements, yield curve analysis and market expectations of future interest
rates.


                                       53
<PAGE>   55

         A more detailed discussion of the Principal Investment Strategies is
available in the SAI under "Investment Policies and Risks" section.

         PRINCIPAL RISKS. An investment in the Fund is not a bank deposit and is
not insured or guaranteed by the Federal Deposit Insurance Corporation or any
other government agency. Although the Fund seeks to preserve the value of your
investment at $1.00 per share, it is possible to lose money by investing in the
Fund. The Fund's yield will vary and the Fund 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 Fund invests.

         PERFORMANCE SUMMARY. Performance information is only shown for those
Funds which have had a full calendar year of operations. Since the ING U.S.
Treasury Money Market Fund has not yet commenced operations, there is no
performance information included in this Prospectus.

ING NATIONAL TAX-EXEMPT MONEY MARKET FUND

         INVESTMENT OBJECTIVE. The Fund seeks to provide investors with a high
level of current income that is exempt from federal income tax as is consistent
with the preservation of capital and liquidity and the maintenance of a stable
$1.00 net asset value per share.

         PRINCIPAL INVESTMENT STRATEGIES. The Fund operate as a diversified fund
and invest at least 80% of its net assets in a portfolio of high-quality,
short-term municipal obligations, which are determined by the Sub-Adviser to
present minimal credit risks. Municipal obligations are debt obligations issued
by states, territories and possessions of the United States and the District of
Columbia and their political subdivisions, agencies and instrumentalities, or
multi-state agencies or authorities the interest from which is, in the opinion
of bond counsel of the issuer, exempt from federal income tax. The Fund will not
purchase private activity bonds, the interest from which would be a preference
item subject to the federal alternative minimum tax. Although the Sub-Adviser
has no intention of doing so, the Fund may temporarily invest from time to time
up to 20% of its net assets in money market instruments that are subject to
federal income tax. For temporary defensive purposes, the Fund may invest up to
100% of its net assets in money market instruments that are subject to federal
income tax.

         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
obligations that have floating and variable rates of interest.
The Fund may enter into repurchase agreements.

          Portfolio investments of the Fund are valued based on the amortized
cost valuation method pursuant to Rule 2a-7 under the Investment Company Act of
1940. Obligations in which the Fund invests generally have remaining maturities
of 397 days or less, although upon satisfying certain conditions of Rule 2a-7,
the Fund 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
the Fund will not exceed 90 days.

         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 only in
instruments that at the time of investment are rated "first tier" (that is, they
are given the highest short-term rating by at least two nationally recognized
statistical rating agencies, or by a single rating agency if a security is rated
only by that agency, or are determined to be of comparable quality by the
Sub-Adviser pursuant to guidelines approved by the Fund's Board of Trustees).
The Sub-Adviser continually monitors diversification of the Fund's assets to
ensure that regulatory limits are not exceeded.

         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


                                       54
<PAGE>   56

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.

         A more detailed discussion of the Principal Investment Strategies is
available in the SAI under "Investment Policies and Risks" section.

         PRINCIPAL RISKS. An investment in the Fund is not a bank deposit and is
not insured or guaranteed by the Federal Deposit Insurance Corporation or any
other government agency. Although the Fund seeks to preserve the value of your
investment at $1.00 per share, it is possible to lose money by investing in the
Fund. The Fund's yield will vary and the Fund 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 Fund invests.

         PERFORMANCE SUMMARY. Performance information is only shown for those
Funds which have had a full calendar year of operations. Since the ING National
Tax-Exempt Money Market Fund has not yet commenced operations, there is no
performance information included in this Prospectus.


                                       55
<PAGE>   57

                                FEES AND EXPENSES

         The following tables describe the fees and expenses that you will pay
if you buy and hold shares of the Funds.


<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 FEES (fees paid directly from your
   investment)
   Maximum Sales Load Imposed on Purchases
     (as a percentage of offering price)............        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)........................................        NONE (1)     5.00%       1.00%       NONE (1)    5.00%       1.00%
   Redemption Fee...................................        NONE         NONE        NONE        NONE        NONE        NONE
   Exchange Fee.....................................        NONE         NONE        NONE        NONE        NONE        NONE
   ANNUAL FUND OPERATING EXPENSES (expenses that are
   deducted from Fund assets)
   Management Fees..................................         0.75%       0.75%       0.75%       0.75%       0.75%       0.75%
   Distribution (12b-1) Fees........................         0.50%       0.75%       0.75%       0.50%       0.75%       0.75%
   Shareholder Servicing Fees.......................         0.25%       0.25%       0.25%       0.25%       0.25%       0.25%
   Other Expenses...................................         0.xx%       0.xx%       0.xx%       0.xx%       0.xx%       0.xx%
                                                            -----        ----        ----        ----        ----        ----
   TOTAL FUND OPERATING EXPENSES ...................         x.xx%       x.xx%       x.xx%       x.xx%       x.xx%       x.xx%
   Fee Waiver and/or Reimbursements by Adviser (2)..         0.xx%       0.xx%       0.xx%       0.xx%       0.xx%       0.xx%
                                                             ----        ----        ----        ----        ----        ----
   NET EXPENSES.....................................         x.xx%       x.xx%       x.xx%       x.xx%       x.xx%       x.xx%
                                                             ====        ====        ====        ====        ====        ====
</TABLE>

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

        (1)    Under certain circumstances, purchases of Class A shares not
               subject to an initial sales charge will be subject to a CDSL if
               redeemed within 12 months of the calendar month of purchase. For
               an additional discussion of the Class A CDSL, see this Prospectus
               under "How to Purchase Shares."

        (2)    The Investment Adviser has entered into expense limitation
               agreements with each of the Fund, under which it will limit
               expenses of the Fund, excluding interest, taxes, brokerage and
               extraordinary expenses through October 31, 2000. The expense
               limit for each such Fund is shown as "Net Expenses".

<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 FEES (fees paid directly from your
   investment)
   Maximum Sales Load Imposed on Purchases
     (as a percentage of offering price)............        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)........................................        NONE (1)     5.00%       1.00%       NONE (1)    5.00%       1.00%
   Redemption Fee...................................        NONE         NONE        NONE        NONE        NONE        NONE
   Exchange Fee.....................................        NONE         NONE        NONE        NONE        NONE        NONE
   ANNUAL FUND OPERATING EXPENSES (expenses that are
   deducted from Fund assets)
   Management Fees..................................        1.00%        1.00%       1.00%       1.00%       1.00%       1.00%
   Distribution (12b-1) Fees........................        0.50%        0.75%       0.75%       0.50%       0.75%       0.75%
   Shareholder Servicing Fees.......................        0.25%        0.25%       0.25%       0.25%       0.25%       0.25%
   Other Expenses...................................        0.xx%        0.xx%       0.xx%       0.xx%       0.xx%       0.xx%
                                                            ----         ----        ----        ----        ----        ----
   TOTAL FUND OPERATING EXPENSES ...................        x.xx%        x.xx%       x.xx%       x.xx%       x.xx%       x.xx%
   Fee Waiver and/or Reimbursements by Adviser (2)..        0.xx%        0.xx%       0.xx%       0.xx%       0.xx%       0.xx%
                                                            ----         ----        ----        ----        ----        ----
   NET EXPENSES.....................................        x.xx%        x.xx%       x.xx%       x.xx%       x.xx%       x.xx%
                                                            ====         ====        ====        ====        ====        ====
</TABLE>

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

        (1)    Under certain circumstances, purchases of Class A shares not
               subject to an initial sales charge will be subject to a CDSL if
               redeemed within 12 months of the calendar month of purchase. For
               an additional discussion of the Class A CDSL, see this Prospectus
               under "How to Purchase Shares."

        (2)    The Investment Adviser has entered into expense limitation
               agreements with each of the Fund, under which it will limit
               expenses of the Fund, excluding interest, taxes, brokerage and
               extraordinary expenses through October 31, 2000. The expense
               limit for each such Fund is shown as "Net Expenses".


                                       56
<PAGE>   58

<TABLE>
<CAPTION>
                                                             ING GLOBAL BRAND NAMES FUND         ING INTERNATIONAL EQUITY FUND
                                                             ---------------------------         -----------------------------
                                                          CLASS A      CLASS B     CLASS C     CLASS A     CLASS B     CLASS C
                                                          -------      -------     -------     -------     -------     -------
<S>                                                       <C>          <C>         <C>         <C>         <C>         <C>
   SHAREHOLDER FEES (fees paid directly from your
   investment)
   Maximum Sales Load Imposed on Purchases
     (as a percentage of offering price)............        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)........................................        NONE (1)     5.00%       1.00%       NONE (1)    5.00%       1.00%
   Redemption Fee...................................        NONE         NONE        NONE        NONE        NONE        NONE
   Exchange Fee.....................................        NONE         NONE        NONE        NONE        NONE        NONE
   ANNUAL FUND OPERATING EXPENSES (expenses that are
   deducted from Fund assets)
   Management Fees..................................        1.00%        1.00%       1.00%       1.25%       1.25%       1.25%
   Distribution (12b-1) Fees........................        0.50%        0.75%       0.75%       0.50%       0.75%       0.75%
   Shareholder Servicing Fees.......................        0.25%        0.25%       0.25%       0.25%       0.25%       0.25%
   Other Expenses...................................        0.xx%        0.xx%       0.xx%       0.xx%       0.xx%       0.xx%
                                                            ----         ----        ----        ----        ----        ----
   TOTAL FUND OPERATING EXPENSES ...................        x.xx%        x.xx%       x.xx%       x.xx%       x.xx%       x.xx%
   Fee Waiver and/or Reimbursements by Adviser (2)..        0.xx%        0.xx%       0.xx%       0.xx%       0.xx%       0.xx%
                                                            ----         ----        ----        ----        ----        ----
   NET EXPENSES.....................................        x.xx%        x.xx%       x.xx%       x.xx%       x.xx%       x.xx%
                                                            ====         ====        ====        ====        ====        ====
</TABLE>

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

        (1)    Under certain circumstances, purchases of Class A shares not
               subject to an initial sales charge will be subject to a CDSL if
               redeemed within 12 months of the calendar month of purchase. For
               an additional discussion of the Class A CDSL, see this Prospectus
               under "How to Purchase Shares."

        (2)    The Investment Adviser has entered into expense limitation
               agreements with each of the Fund, under which it will limit
               expenses of the Fund, excluding interest, taxes, brokerage and
               extraordinary expenses through October 31, 2000. The expense
               limit for each such Fund is shown as "Net Expenses".


<TABLE>
<CAPTION>
                                                              ING EUROPEAN EQUITY FUND           ING TAX EFFICIENT EQUITY FUND
                                                              ------------------------           -----------------------------
                                                          CLASS A      CLASS B     CLASS C     CLASS A     CLASS B     CLASS C
                                                          -------      -------     -------     -------     -------     -------
<S>                                                       <C>          <C>         <C>         <C>         <C>         <C>
   SHAREHOLDER FEES (fees paid directly from your
   investment)
   Maximum Sales Load Imposed on Purchases
     (as a percentage of offering price)............        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)........................................        NONE (1)     5.00%       1.00%       NONE (1)    5.00%       1.00%
   Redemption Fee...................................        NONE         NONE        NONE        NONE        NONE        NONE
   Exchange Fee.....................................        NONE         NONE        NONE        NONE        NONE        NONE
   ANNUAL FUND OPERATING EXPENSES (expenses that are
   deducted from Fund assets)
   Management Fees..................................        1.15%        1.15%       1.15%       0.80%       0.80%       0.80%
   Distribution (12b-1) Fees........................        0.50%        0.75%       0.75%       0.50%       0.75%       0.75%
   Shareholder Servicing Fees.......................        0.25%        0.25%       0.25%       0.25%       0.25%       0.25%
   Other Expenses...................................        0.xx%        0.xx%       0.xx%       0.xx%       0.xx%       0.xx%
                                                            ----         ----        ----        ----        ----        ----
   TOTAL FUND OPERATING EXPENSES ...................        x.xx%        x.xx%       x.xx%       x.xx%       x.xx%       x.xx%
   Fee Waiver and/or Reimbursements by Adviser (2)..        0.xx%        0.xx%       0.xx%       0.xx%       0.xx%       0.xx%
                                                            ----         ----        ----        ----        ----        ----
   NET EXPENSES.....................................        x.xx%        x.xx%       x.xx%       x.xx%       x.xx%       x.xx%
                                                            =====        ====        ====        ====        ====        ====
</TABLE>

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

        (1)    Under certain circumstances, purchases of Class A shares not
               subject to an initial sales charge will be subject to a CDSL if
               redeemed within 12 months of the calendar month of purchase. For
               an additional discussion of the Class A CDSL, see this Prospectus
               under "How to Purchase Shares."

        (2)    The Investment Adviser has entered into expense limitation
               agreements with each of the Fund, under which it will limit
               expenses of the Fund, excluding interest, taxes, brokerage and
               extraordinary expenses through October 31, 2000. The expense
               limit for each such Fund is shown as "Net Expenses".


                                       57
<PAGE>   59

<TABLE>
<CAPTION>
                                                                   ING FOCUS FUND            ING GLOBAL INFORMATION TECHNOLOGY
                                                                   --------------            ---------------------------------
                                                                                                            FUND
                                                                                                            ----
                                                          CLASS A      CLASS B     CLASS C     CLASS A     CLASS B     CLASS C
                                                          -------      -------     -------     -------     -------     -------
<S>                                                       <C>          <C>         <C>         <C>         <C>         <C>
   SHAREHOLDER FEES (fees paid directly from your
   investment)
   Maximum Sales Load Imposed on Purchases
     (as a percentage of offering price)............        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)........................................        NONE (1)     5.00%       1.00%       NONE (1)    5.00%       1.00%
   Redemption Fee...................................        NONE         NONE        NONE        NONE        NONE        NONE
   Exchange Fee.....................................        NONE         NONE        NONE        NONE        NONE        NONE
   ANNUAL FUND OPERATING EXPENSES (expenses that are
   deducted from Fund assets)
   Management Fees..................................        1.00%        1.00%       1.00%       1.25%       1.25%       1.25%
   Distribution (12b-1) Fees........................        0.50%        0.75%       0.75%       0.50%       0.75%       0.75%
   Shareholder Servicing Fees.......................        0.25%        0.25%       0.25%       0.25%       0.25%       0.25%
   Other Expenses...................................        0.xx%        0.xx%       0.xx%       0.xx%       0.xx%       0.xx%
                                                            ----         ----        ----        ----        ----        ----
   TOTAL FUND OPERATING EXPENSES ...................        x.xx%        x.xx%       x.xx%       x.xx%       x.xx%       x.xx%
   Fee Waiver and/or Reimbursements by Adviser (2)..        0.xx%        0.xx%       0.xx%       0.xx%       0.xx%       0.xx%
                                                            ----         ----        ----        ----        ----        ----
   NET EXPENSES.....................................        x.xx%        x.xx%       x.xx%       x.xx%       x.xx%       x.xx%
                                                            ====         ====        ====        ====        ====        ====
</TABLE>

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

        (1)    Under certain circumstances, purchases of Class A shares not
               subject to an initial sales charge will be subject to a CDSL if
               redeemed within 12 months of the calendar month of purchase. For
               an additional discussion of the Class A CDSL, see this Prospectus
               under "How to Purchase Shares."

        (2)    The Investment Adviser has entered into expense limitation
               agreements with each of the Fund, under which it will limit
               expenses of the Fund, excluding interest, taxes, brokerage and
               extraordinary expenses through October 31, 2000. The expense
               limit for each such Fund is shown as "Net Expenses".


<TABLE>
<CAPTION>
                                                                  ING INTERNET FUND                    ING BALANCED FUND
                                                                  -----------------                    -----------------
                                                          CLASS A      CLASS B     CLASS C     CLASS A     CLASS B     CLASS C
                                                          -------      -------     -------     -------     -------     -------
<S>                                                       <C>          <C>         <C>         <C>         <C>         <C>
   SHAREHOLDER FEES (fees paid directly from your
   investment)
   Maximum Sales Load Imposed on Purchases
     (as a percentage of offering price)............       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)........................................       NONE (1)     5.00%       1.00%       NONE (1)    5.00%       1.00%
   Redemption Fee...................................       NONE         NONE        NONE        NONE        NONE        NONE
   Exchange Fee.....................................       NONE         NONE        NONE        NONE        NONE        NONE
   ANNUAL FUND OPERATING EXPENSES (expenses that are
   deducted from Fund assets)
   Management Fees..................................       1.25%        1.25%       1.25%       0.80%       0.80%       0.80%
   Distribution (12b-1) Fees........................       0.50%        0.75%       0.75%       0.50%       0.75%       0.75%
   Shareholder Servicing Fees.......................       0.25%        0.25%       0.25%       0.25%       0.25%       0.25%
   Other Expenses (2)...............................       0.xx%        0.xx%       0.xx%       0.xx%       0.xx%       0.xx%
                                                           ----         ----        ----        ----        ----        ----
   TOTAL FUND OPERATING EXPENSES ...................       x.xx%        x.xx%       x.xx%       x.xx%       x.xx%       x.xx%
   Fee Waiver and/or Reimbursements by Adviser (2)..       0.xx%        0.xx%       0.xx%       0.xx%       0.xx%       0.xx%
                                                           ----         ----        ----        ----        ----        ----
   NET EXPENSES.....................................       x.xx%        x.xx%       x.xx%       x.xx%       x.xx%       x.xx%
                                                           ====         ====        ====        ====        ====        ====
</TABLE>

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

        (1)    Under certain circumstances, purchases of Class A shares not
               subject to an initial sales charge will be subject to a CDSL if
               redeemed within 12 months of the calendar month of purchase. For
               an additional discussion of the Class A CDSL, see this Prospectus
               under "How to Purchase Shares."

        (2)    Other expenses are based on estimated amounts for the current
               fiscal year.

        (3)    The Investment Adviser has entered into expense limitation
               agreements with each of the Fund, under which it will limit
               expenses of the Fund, excluding interest, taxes, brokerage and
               extraordinary expenses through October 31, 2000. The expense
               limit for each such Fund is shown as "Net Expenses".


                                       58
<PAGE>   60

<TABLE>
<CAPTION>
                                                           ING GLOBAL COMMUNICATIONS FUND           ING TECHNOLOGY FUND
                                                           ------------------------------           -------------------
                                                          CLASS A      CLASS B     CLASS C     CLASS A     CLASS B     CLASS C
                                                          -------      -------     -------     -------     -------     -------
<S>                                                       <C>          <C>         <C>         <C>         <C>         <C>
   SHAREHOLDER FEES (fees paid directly from your
   investment)
   Maximum Sales Load Imposed on Purchases
     (as a percentage of offering price)............       5.75%        NONE        NONE       NONE        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)........................................       NONE (1)     5.00%       1.00%      NONE (1)    5.00%       1.00%
   Redemption Fee...................................       NONE         NONE        NONE       NONE        NONE        NONE
   Exchange Fee.....................................       NONE         NONE        NONE       NONE        NONE        NONE
   ANNUAL FUND OPERATING EXPENSES (expenses that are
   deducted from Fund assets)
   Management Fees..................................       1.25%        1.25%       1.25%      1.25%       1.25%       1.25%
   Distribution (12b-1) Fees........................       0.50%        0.75%       0.75%      0.50%       0.75%       0.75%
   Shareholder Servicing Fees.......................       0.25%        0.25%       0.25%      0.25%       0.25%       0.25%
   Other Expenses...................................       0.xx%        0.xx%       0.xx%      0.xx%       0.xx%       0.xx%
                                                           ----         ----        ----       ----        ----        ----
   TOTAL FUND OPERATING EXPENSES ...................       x.xx%        x.xx%       x.xx%      x.xx%       x.xx%       x.xx%
   Fee Waiver and/or Reimbursements by Adviser (2)..       0.xx%        0.xx%       0.xx%      0.xx%       0.xx%       0.xx%
                                                           ----         ----        ----       ----        ----        ----
   NET EXPENSES.....................................       x.xx%        x.xx%       x.xx%      x.xx%       x.xx%       x.xx%
                                                           ====         ====        ====       ====        ====        ====
</TABLE>

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

        (1)    Under certain circumstances, purchases of Class A shares not
               subject to an initial sales charge will be subject to a CDSL if
               redeemed within 12 months of the calendar month of purchase. For
               an additional discussion of the Class A CDSL, see this Prospectus
               under "How to Purchase Shares."

        (2)    The Investment Adviser has entered into expense limitation
               agreements with each of the Fund, under which it will limit
               expenses of the Fund, excluding interest, taxes, brokerage and
               extraordinary expenses through October 31, 2000. The expense
               limit for each such Fund is shown as "Net Expenses".


<TABLE>
<CAPTION>
                                                              ING EMERGING MARKETS FUND           ING GLOBAL REAL ESTATE FUND
                                                              -------------------------           ---------------------------
                                                          CLASS A      CLASS B     CLASS C     CLASS A     CLASS B     CLASS C
                                                          -------      -------     -------     -------     -------     -------
<S>                                                       <C>          <C>         <C>         <C>         <C>         <C>
   SHAREHOLDER FEES (fees paid directly from your
   investment)
   Maximum Sales Load Imposed on Purchases
     (as a percentage of offering price)............       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)........................................       NONE (1)     5.00%       1.00%       NONE (1)    5.00%       1.00%
   Redemption Fee...................................       NONE         NONE        NONE        NONE        NONE        NONE
   Exchange Fee.....................................       NONE         NONE        NONE        NONE        NONE        NONE
   ANNUAL FUND OPERATING EXPENSES (expenses that are
   deducted from Fund assets)
   Management Fees..................................      1.25%        1.25%       1.25%       1.00%       1.00%       1.00%
   Distribution (12b-1) Fees........................      0.50%        0.75%       0.75%       0.50%       0.75%       0.75%
   Shareholder Servicing Fees.......................      0.25%        0.25%       0.25%       0.25%       0.25%       0.25%
   Other Expenses (2)...............................      x.xx%        x.xx %      x.xx %      0.xx%       0.xx%       0.xx%
                                                          ----         ----        ----        ----        ----        ----
   TOTAL FUND OPERATING EXPENSES....................      x.xx%        x.xx%       x.xx%       x.xx%       x.xx%       x.xx%
   Fee Waiver and/or Reimbursements by Adviser (3)..      0.xx%        0.xx%       0.xx%       0.xx%       0.xx%       0.xx%
                                                          ----         ----        ----        ----        ----        ----
   NET EXPENSES.....................................      x.xx%        x.xx%       x.xx%       x.xx%       x.xx%       x.xx%
                                                          ====         ====        ====        ====        ====        ====
</TABLE>

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

        (1)    Under certain circumstances, purchases of Class A shares not
               subject to an initial sales charge will be subject to a CDSL if
               redeemed within 12 months of the calendar month of purchase. For
               an additional discussion of the Class A CDSL, see this Prospectus
               under "How to Purchase Shares."

        (2)    Other expenses are based on estimated amounts for the current
               fiscal year.

        (3)    The Investment Adviser has entered into expense limitation
               agreements with each of the Fund, under which it will limit
               expenses of the Fund, excluding interest, taxes, brokerage and
               extraordinary expenses through October 31, 2000. The expense
               limit for each such Fund is shown as "Net Expenses".


                                       59
<PAGE>   61

<TABLE>
<CAPTION>
                                                              ING QUALITY OF LIFE FUND        ING TAX EFFICIENT EQUITY VALUE FUND
                                                              ------------------------        -----------------------------------
                                                          CLASS A      CLASS B     CLASS C     CLASS A     CLASS B     CLASS C
                                                          -------      -------     -------     -------     -------     -------
<S>                                                       <C>          <C>         <C>         <C>         <C>         <C>
   SHAREHOLDER FEES (fees paid directly from your
   investment)
   Maximum Sales Load Imposed on Purchases
     (as a percentage of offering price)............       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)........................................       NONE (1)     5.00%       100%        NONE(1)     5.00%       1.00%
   Redemption Fee...................................       NONE         NONE        NONE        NONE        NONE        NONE
   Exchange Fee.....................................       NONE         NONE        NONE        NONE        NONE        NONE
   ANNUAL FUND OPERATING EXPENSES (expenses that are
   deducted from Fund assets)
   Management Fees..................................      1.00%        1.00%.      1.00%       0.80%       0.80%       0.80%
   Distribution (12b-1) Fees........................      0.50%        0.75%       0.75%       0.50%       0.75%       0.75%
   Shareholder Servicing Fees.......................      0.25%        0.25%       0.25%       0.25%       0.25%       0.25%
   Other Expenses (2)...............................      0.xx%        0.xx%       0.xx%       0.xx%       0.xx%       0.xx%
                                                          ----         ----        ----        ----        ----        ----
   TOTAL FUND OPERATING EXPENSES ...................      x.xx%        x.xx%       x.xx%       x.xx%       x.xx%       x.xx%
   Fee Waiver and/or Reimbursements by Adviser (3)..      0.xx%        0.xx%       0.xx%       0.xx%       0.xx%       0.xx%
                                                          ----         ----        ----        ----        ----        ----
   NET EXPENSES.....................................      x.xx%        x.xx%       x.xx%       x.xx%       x.xx%       x.xx%
                                                          ====         ====        ====        ====        ====        ====
</TABLE>

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

        (1)    Under certain circumstances, purchases of Class A shares not
               subject to an initial sales charge will be subject to a CDSL if
               redeemed within 12 months of the calendar month of purchase. For
               an additional discussion of the Class A CDSL, see this Prospectus
               under "How to Purchase Shares."

        (2)    Other expenses are based on estimated amounts for the current
               fiscal year.

        (3)    The Investment Adviser has entered into expense limitation
               agreements with each of the Fund, under which it will limit
               expenses of the Fund, excluding interest, taxes, brokerage and
               extraordinary expenses through October 31, 2000. The expense
               limit for each such Fund is shown as "Net Expenses".

<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 FEES (fees paid directly from your
   investment)
   Maximum Sales Load Imposed on Purchases
     (as a percentage of offering price)............       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)........................................       NONE (1)     5.00%       1.00%       NONE (1)    5.00%       1.00%
   Redemption Fee...................................       NONE         NONE        NONE        NONE        NONE        NONE
   Exchange Fee.....................................       NONE         NONE        NONE        NONE        NONE        NONE
   ANNUAL FUND OPERATING EXPENSES (expenses that are
   deducted from Fund assets)
   Management Fees..................................       0.50%        0.50%       0.50%       0.65%       0.65%       0.65%
   Distribution (12b-1) Fees........................       0.50%        0.75%       0.75%       0.50%       0.75%       0.75%
   Shareholder Servicing Fees.......................       0.25%        0.25%       0.25%       0.25%       0.25%       0.25%
   Other Expenses...................................       0.xx%        0.xx%       0.xx%       0.xx%       0.xx%       0.xx%
                                                           ----         ----        ----        ----        ----        ----
   TOTAL FUND OPERATING EXPENSES ...................       x.xx%        x.xx%       x.xx%       x.xx%       x.xx%       x.xx%
   Fee Waiver and/or Reimbursements by Adviser (2)..       0.xx%        0.xx%       0.xx%       0.xx%       0.xx%       0.xx%
                                                           ----         ----        ----        ----        ----        ----
   NET EXPENSES.....................................       x.xx%        x.xx%       x.xx%       x.xx%       x.xx%       x.xx%
                                                           ====         ====        ====        ====        ====        ====
</TABLE>

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

        (1)    Under certain circumstances, purchases of Class A shares not
               subject to an initial sales charge will be subject to a CDSL if
               redeemed within 12 months of the calendar month of purchase. For
               an additional discussion of the Class A CDSL, see this Prospectus
               under "How to Purchase Shares."

        (2)    The Investment Adviser has entered into expense limitation
               agreements with each of the Fund, under which it will limit
               expenses of the Fund, excluding interest, taxes, brokerage and
               extraordinary expenses through October 31, 2000. The expense
               limit for each such Fund is shown as "Net Expenses".


                                       60
<PAGE>   62

<TABLE>
<CAPTION>
                                                           ING HIGH YIELD REAL ESTATE FUND   ING ENHANCED CAPITAL PRESERVATION
                                                           -------------------------------   ---------------------------------
                                                                                                            FUND
                                                                                                            ----
                                                          CLASS A      CLASS B     CLASS C     CLASS A     CLASS B     CLASS C
                                                          -------      -------     -------     -------     -------     -------
<S>                                                       <C>          <C>         <C>         <C>         <C>         <C>
   SHAREHOLDER FEES (fees paid directly from your
   investment)
   Maximum Sales Load Imposed on Purchases
     (as a percentage of offering price)............       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)........................................       NONE (1)      5.00%       1.00%      NONE (1)     5.00%       1.00%
   Redemption Fee...................................       1.00%(2)      1.00%(2)    1.00%(2)   2.50%(3)     2.50%(3)    2.50%(3)
   Exchange Fee.....................................       NONE          NONE        NONE       NONE         NONE        NONE
   ANNUAL FUND OPERATING EXPENSES (expenses that are
   deducted from Fund assets)
   Management Fees..................................       0.65%        0.65%       0.65%       0.40%       0.40%       0.40%
   Distribution (12b-1) Fees........................       0.50%        0.75%       0.75%       0.50%       0.75%       0.75%
   Shareholder Servicing Fees.......................       0.25%        0.25%       0.25%       0.25%       0.25%       0.25%
   Other Expenses (4)...............................       0.xx%        0.xx%       0.xx%       0.xx%       0.xx%       0.xx%
                                                           ----         ----        ----        ----        ----        ----
   TOTAL FUND OPERATING EXPENSES ...................       x.xx%        x.xx%       x.xx%       x.xx%       x.xx%       x.xx%
   Fee Waiver and/or Reimbursements by Adviser (5)..       0.xx%        0.xx%       0.xx%       0.xx%       0.xx%       0.xx%
                                                           ----         ----        ----        ----        ----        ----
   NET EXPENSES.....................................       x.xx%        x.xx%       x.xx%       x.xx%       x.xx%       x.xx%
                                                           ====         ====        ====        ====        ====        ====
</TABLE>

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

        (1)    Under certain circumstances, purchases of Class A shares not
               subject to an initial sales charge will be subject to a CDSL if
               redeemed within 12 months of the calendar month of purchase. For
               an additional discussion of the Class A CDSL, see this Prospectus
               under "How to Purchase Shares."

        (2)    Applied to shares redeemed within six months of purchase.

        (3)    Redemptions made upon certain conditions are not subject to the
               redemption fee.  See "How to Redeem Shares - Redemption Fees" in
               this Prospectus.

        (4)    Other expenses are based on estimated amounts for the current
               fiscal year.

        (5)    The Investment Adviser has entered into expense limitation
               agreements with each of the Fund, under which it will limit
               expenses of the Fund, excluding interest, taxes, brokerage and
               extraordinary expenses through October 31, 2000. The expense
               limit for each such Fund is shown as "Net Expenses".


<TABLE>
<CAPTION>
                                                             ING INTERNATIONAL BOND FUND
                                                             ---------------------------
                                                          CLASS A      CLASS B     CLASS C
                                                          -------      -------     -------
<S>                                                       <C>          <C>         <C>
   SHAREHOLDER FEES (fees paid directly from your
   investment)
   Maximum Sales Load Imposed on Purchases
     (as a percentage of offering price)............       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)........................................       NONE (1)     5.00%       1.00%
   Redemption Fee...................................       NONE         NONE        NONE
   Exchange Fee.....................................       NONE         NONE        NONE
   ANNUAL FUND OPERATING EXPENSES (expenses that are
   deducted from Fund assets)
   Management Fees..................................      1.00%        1.00%       1.00%
   Distribution (12b-1) Fees........................      0.50%        0.75%       0.75%
   Shareholder Servicing Fees.......................      0.25%        0.25%       0.25%
   Other Expenses...................................      0.xx%        0.xx%       0.xx%
                                                          ----         ----        ----
   TOTAL FUND OPERATING EXPENSES ...................      x.xx%        x.xx%       x.xx%
   Fee Waiver and/or Reimbursements by Adviser (2)..      0.xx%        0.xx%       0.xx%
                                                          ----         ----        ----
   NET EXPENSES.....................................      x.xx%        x.xx%       x.xx%
                                                          ====         ====        ====
</TABLE>

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

        (1)    Under certain circumstances, purchases of Class A shares not
               subject to an initial sales charge will be subject to a CDSL if
               redeemed within 12 months of the calendar month of purchase. For
               an additional discussion of the Class A CDSL, see this Prospectus
               under "How to Purchase Shares."

        (2)    The Investment Adviser has entered into expense limitation
               agreements with each of the Fund, under which it will limit
               expenses of the Fund, excluding interest, taxes, brokerage and
               extraordinary expenses through October 31, 2000. The expense
               limit for each such Fund is shown as "Net Expenses".


                                       61
<PAGE>   63

<TABLE>
<CAPTION>
                                                              ING MORTGAGE INCOME FUND        ING NATIONAL TAX-EXEMPT  BOND FUND
                                                              ------------------------        -----------------------  ---------
                                                          CLASS A      CLASS B     CLASS C     CLASS A     CLASS B     CLASS C
                                                          -------      -------     -------     -------     -------     -------
<S>                                                       <C>          <C>         <C>         <C>         <C>         <C>
   SHAREHOLDER FEES (fees paid directly from your
   investment)
   Maximum Sales Load Imposed on Purchases
     (as a percentage of offering price)............        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)........................................        NONE (1)     5.00%       1.00%       NONE (1)    5.00%       1.00%
   Redemption Fee...................................        NONE         NONE        NONE        NONE        NONE        NONE
   Exchange Fee.....................................        NONE         NONE        NONE        NONE        NONE        NONE
   ANNUAL FUND OPERATING EXPENSES (expenses that are
   deducted from Fund assets)
   Management Fees..................................       0.50%        0.50%       0.50%       0.50%       0.50%       0.50%
   Distribution (12b-1) Fees........................       0.50%        0.75%       0.75%       0.50%       0.75%       0.75%
   Shareholder Servicing Fees.......................       0.25%        0.25%       0.25%       0.25%       0.25%       0.25%
   Other Expenses (2)...............................       0.xx%        0.xx%       0.xx%       0.xx%       0.xx%       0.xx%
                                                           ----         ----        ----        ----        ----        ----
   TOTAL FUND OPERATING EXPENSES ...................       x.xx%        x.xx%       x.xx%       x.xx%       x.xx%       x.xx%
   Fee Waiver and/or Reimbursements by Adviser (3)..       0.xx%        0.xx%       0.xx%       0.xx%       0.xx%       0.xx%
                                                           ----         ----        ----        ----        ----        ----
   NET EXPENSES.....................................       x.xx%        x.xx%       x.xx%       x.xx%       x.xx%       x.xx%
                                                           ====         ====        ====        ====        ====        ====
</TABLE>

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

        (1)    Under certain circumstances, purchases of Class A shares not
               subject to an initial sales charge will be subject to a CDSL if
               redeemed within 12 months of the calendar month of purchase. For
               an additional discussion of the Class A CDSL, see this Prospectus
               under "How to Purchase Shares."

        (2)    Other expenses are based on estimated amounts for the current
               fiscal year.

        (3)    The Investment Adviser has entered into expense limitation
               agreements with each of the Fund, under which it will limit
               expenses of the Fund, excluding interest, taxes, brokerage and
               extraordinary expenses through October 31, 2000. The expense
               limit for each such Fund is shown as "Net Expenses".


<TABLE>
<CAPTION>
                                                                ING MONEY MARKET FUND
                                                                ---------------------
                                                          CLASS A      CLASS B     CLASS C
                                                          -------      -------     -------
<S>                                                       <C>          <C>         <C>
   SHAREHOLDER FEES (fees paid directly from your
   investment)
   Maximum Sales Load Imposed on Purchases
     (as a percentage of offering price)............       NONE         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)........................................       NONE         5.00%       1.00%
   Redemption Fee...................................       NONE         NONE        NONE
   Exchange Fee.....................................       NONE         NONE        NONE
   ANNUAL FUND OPERATING EXPENSES (expenses that are
   deducted from Fund assets)
   Management Fees..................................      0.25%        0.25%       0.25%
   Distribution (12b-1) Fees........................      0.50%        0.75%       0.75%
   Shareholder Servicing Fees.......................      0.25%        0.25%       0.25%
   Other Expenses...................................      x.xx%        x.xx%       x.xx%
                                                          ----         ----        ----
   TOTAL FUND OPERATING EXPENSES ...................      x.xx%        x.xx%       x.xx%
   Fee Waiver and/or Reimbursements by Adviser (1)..      0.xx%        0.xx%       0.xx%
                                                          ----         ----        ----
   NET EXPENSES.....................................      x.xx%        x.xx%       x.xx%
                                                          ====         ====        ====
</TABLE>

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

        (1)    The Investment Adviser has entered into expense limitation
               agreements with each of the Fund, under which it will limit
               expenses of the Fund, excluding interest, taxes, brokerage and
               extraordinary expenses through October 31, 2000. The expense
               limit for each such Fund is shown as "Net Expenses".


                                       62
<PAGE>   64

<TABLE>
<CAPTION>
                                                        ING U.S. TREASURY MONEY MARKET FUND    ING NATIONAL TAX-EXEMPT MONEY
                                                        -----------------------------------    -----------------------------
                                                                                                        MARKET FUND
                                                                                                        -----------
                                                          CLASS A      CLASS B     CLASS C     CLASS A     CLASS B     CLASS C
                                                          -------      -------     -------     -------     -------     -------
<S>                                                       <C>          <C>         <C>         <C>         <C>         <C>
   SHAREHOLDER FEES (fees paid directly from your
   investment)
   Maximum Sales Load Imposed on Purchases
     (as a percentage of offering price)............       NONE         NONE        NONE        NONE        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)........................................       NONE         5.00%       1.00%       NONE        5.00%       1.00%
   Redemption Fee...................................       NONE         NONE        NONE        NONE        NONE        NONE
   Exchange Fee.....................................       NONE         NONE        NONE        NONE        NONE        NONE
   ANNUAL FUND OPERATING EXPENSES (expenses that are
   deducted from Fund assets)
   Management Fees..................................      0.25%        0.25%       0.25%       0.40%       0.40%       0.40%
   Distribution (12b-1) Fees........................      0.50%        0.75%       0.75%       0.50%       0.75%       0.75%
   Shareholder Servicing Fees.......................      0.25%        0.25%       0.25%       0.25%       0.25%       0.25%
   Other Expenses (1)...............................      0.xx%        0.xx%       0.xx%       0.xx%       0.xx%       0.xx%
                                                          ----         ----        -----       ----        ----        ----
   TOTAL FUND OPERATING EXPENSES ...................      x.xx%        x.xx%       x.xx%       x.xx%       x.xx%       x.xx%
   Fee Waiver and/or Reimbursements by Adviser (2)..      0.xx%        0.xx%       0.xx%       0.xx%       0.xx%       0.xx%
                                                          ----         ----        ----        ----        ----        ----
   NET EXPENSES.....................................      x.xx%        x.xx%       x.xx%       x.xx%       x.xx%       x.xx%
                                                          ====         ====        ====        ====        ====        ====
</TABLE>

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

        (1)    Under certain circumstances, purchases of Class A shares not
               subject to an initial sales charge will be subject to a CDSL if
               redeemed within 12 months of the calendar month of purchase. For
               an additional discussion of the Class A CDSL, see this Prospectus
               under "How to Purchase Shares."

        (2)    The Investment Adviser has entered into expense limitation
               agreements with each of the Fund, under which it will limit
               expenses of the Fund, excluding interest, taxes, brokerage and
               extraordinary expenses through October 31, 2000. The expense
               limit for each such Fund is shown as "Net Expenses".


                                       63
<PAGE>   65
EXAMPLES

These Examples are intended to help you compare the cost of investing in the
Funds with the cost of investing in other mutual funds. Each Example assumes
that:

     -    you invest $10,000 in the Fund for the time period indicated;

     -    your investment has a 5% return each year;

     -    the Fund's operating expenses remain the same except for the
          expiration of the expense waiver and reimbursements by the Adviser
          which will end on October 31, 2000;

     -    you redeem all of your shares at the end of the time period indicated;
          and

     -    with regard to the ING High Yield Real Estate Fund and ING Enhanced
          Capital Preservation Fund, the shares redeemed are not subject to the
          redemption fee.

Although your actual costs may be higher or lower, based on these assumptions
your costs would be:

<TABLE>
<CAPTION>
                                            1 year       3 years        5 years       10 years
<S>                                         <C>          <C>            <C>           <C>
STOCK FUNDS

ING Large Cap Growth Fund
         Class A Shares                     $___          $___           $___         $_____
         Class B Shares                     $___          $___           $___         $_____
         Class C Shares                     $___          $___           $___         $_____

ING Growth & Income Fund
         Class A Shares                     $___          $___           $___         $_____
         Class B Shares                     $___          $___           $___         $_____
         Class C Shares                     $___          $___           $___         $_____

ING Mid Cap Growth Fund
         Class A Shares                     $___          $___           $___         $_____
         Class B Shares                     $___          $___           $___         $_____
         Class C Shares                     $___          $___           $___         $_____

ING Small Cap Growth Fund
         Class A Shares                     $___          $___           $___         $_____
         Class B Shares                     $___          $___           $___         $_____
         Class C Shares                     $___          $___           $___         $_____

ING Global Brand Names Fund
         Class A Shares                     $___          $___           $___         $_____
         Class B Shares                     $___          $___           $___         $_____
         Class C Shares                     $___          $___           $___         $_____

ING International Equity Fund
         Class A Shares                     $___          $___           $___         $_____
         Class B Shares                     $___          $___           $___         $_____
         Class C Shares                     $___          $___           $___         $_____

ING European Equity Fund
         Class A Shares                     $___          $___           $___         $_____
         Class B Shares                     $___          $___           $___         $_____
         Class C Shares                     $___          $___           $___         $_____
</TABLE>


                                       64
<PAGE>   66
<TABLE>
<S>                                         <C>          <C>            <C>           <C>
ING Tax Efficient Equity Fund
         Class A Shares                     $___          $___           $___         $_____
         Class B Shares                     $___          $___           $___         $_____
         Class C Shares                     $___          $___           $___         $_____

ING Tax Efficient Equity Value Fund
         Class A Shares                     $___          $___
         Class B Shares                     $___          $___
         Class C Shares                     $___          $___

ING Focus Fund
         Class A Shares                     $___          $___           $___         $_____
         Class B Shares                     $___          $___           $___         $_____
         Class C Shares                     $___          $___           $___         $_____

ING Global Information Technology Fund
         Class A Shares                     $___          $___           $___         $_____
         Class B Shares                     $___          $___           $___         $_____
         Class C Shares                     $___          $___           $___         $_____

ING Global Communications Fund
         Class A Shares                     $___          $___
         Class B Shares                     $___          $___
         Class C Shares                     $___          $___

ING Internet Fund
         Class A Shares                     $___          $___           $___         $_____
         Class B Shares                     $___          $___           $___         $_____
         Class C Shares                     $___          $___           $___         $_____

ING Technology Fund
         Class A Shares                     $___          $___
         Class B Shares                     $___          $___
         Class C Shares                     $___          $___

ING Balanced Fund
         Class A Shares                     $___          $___
         Class B Shares                     $___          $___
         Class C Shares                     $___          $___

ING Emerging Markets Equity Fund
         Class A Shares                     $___          $___
         Class B Shares                     $___          $___
         Class C Shares                     $___          $___

ING Global Real Estate Fund
         Class A Shares                     $___          $___
         Class B Shares                     $___          $___
         Class C Shares                     $___          $___

ING Quality of Life Fund
         Class A Shares                     $___          $___
         Class B Shares                     $___          $___
         Class C Shares                     $___          $___
</TABLE>


                                       65
<PAGE>   67
<TABLE>
<S>                                         <C>          <C>            <C>           <C>
BOND FUNDS

ING Intermediate Bond Fund
         Class A Shares                     $___          $___           $___         $_____
         Class B Shares                     $___          $___           $___         $_____
         Class C Shares                     $___          $___           $___         $_____

ING High Yield Bond Fund
         Class A Shares                     $___          $___           $___         $_____
         Class B Shares                     $___          $___           $___         $_____
         Class C Shares                     $___          $___           $___         $_____

ING High Yield Real Estate Fund
         Class A Shares                     $___          $___
         Class B Shares                     $___          $___
         Class C Shares                     $___          $___

ING International Bond Fund
         Class A Shares                     $___          $___           $___         $_____
         Class B Shares                     $___          $___           $___         $_____
         Class C Shares                     $___          $___           $___         $_____

ING Mortgage Income Fund
         Class A Shares                     $___          $___
         Class B Shares                     $___          $___
         Class C Shares                     $___          $___

ING National Tax-Exempt Bond Fund
         Class A Shares                     $___          $___           $___         $_____
         Class B Shares                     $___          $___           $___         $_____
         Class C Shares                     $___          $___           $___         $_____

ING Enhanced Capital Preservation Fund
         Class A Shares                     $___          $___
         Class B Shares                     $___          $___
         Class C Shares                     $___          $___

MONEY MARKET FUNDS

ING Money Market Fund
         Class A Shares                     $___          $___           $___         $_____
         Class B Shares                     $___          $___           $___         $_____
         Class C Shares                     $___          $___           $___         $_____

ING U.S. Treasury Money Market Fund
         Class A Shares                     $___          $___
         Class B Shares                     $___          $___
         Class C Shares                     $___          $___

ING National Tax-Exempt Money Market Fund
         Class A Shares                     $___          $___
         Class B Shares                     $___          $___
         Class C Shares                     $___          $___
</TABLE>


                                       66
<PAGE>   68
You would pay the following expenses if you did not redeem your shares:

<TABLE>
<CAPTION>
                                           1 year        3 years      5 years      10 years
                                           ------        -------      -------      --------
<S>                                        <C>           <C>          <C>          <C>
STOCK FUNDS

ING Large Cap Growth Fund
         Class A Shares                     $___          $___         $___         $_____
         Class B Shares                     $___          $___         $___         $_____
         Class C Shares                     $___          $___         $___         $_____

ING Growth & Income Fund
         Class A Shares                     $___          $___         $___         $_____
         Class B Shares                     $___          $___         $___         $_____
         Class C Shares                     $___          $___         $___         $_____

ING Mid Cap Growth Fund
         Class A Shares                     $___          $___         $___         $_____
         Class B Shares                     $___          $___         $___         $_____
         Class C Shares                     $___          $___         $___         $_____

ING Small Cap Growth Fund
         Class A Shares                     $___          $___         $___         $_____
         Class B Shares                     $___          $___         $___         $_____
         Class C Shares                     $___          $___         $___         $_____

ING Global Brand Names Fund
         Class A Shares                     $___          $___         $___         $_____
         Class B Shares                     $___          $___         $___         $_____
         Class C Shares                     $___          $___         $___         $_____

ING International Equity Fund
         Class A Shares                     $___          $___         $___         $_____
         Class B Shares                     $___          $___         $___         $_____
         Class C Shares                     $___          $___         $___         $_____

ING European Equity Fund
         Class A Shares                     $___          $___         $___         $_____
         Class B Shares                     $___          $___         $___         $_____
         Class C Shares                     $___          $___         $___         $_____

ING Tax Efficient Equity Fund
         Class A Shares                     $___          $___         $___         $_____
         Class B Shares                     $___          $___         $___         $_____
         Class C Shares                     $___          $___         $___         $_____

ING Tax Efficient Equity Value Fund
         Class A Shares                     $___          $___
         Class B Shares                     $___          $___
         Class C Shares                     $___          $___

ING Focus Fund
         Class A Shares                     $___          $___         $___         $_____
         Class B Shares                     $___          $___         $___         $_____
         Class C Shares                     $___          $___         $___         $_____
</TABLE>


                                       67
<PAGE>   69
<TABLE>
<S>                                        <C>           <C>          <C>          <C>
ING Global Information Technology Fund
         Class A Shares                     $___          $___         $___         $_____
         Class B Shares                     $___          $___         $___         $_____
         Class C Shares                     $___          $___         $___         $_____

ING Global Communications Fund
         Class A Shares                     $___          $___
         Class B Shares                     $___          $___
         Class C Shares                     $___          $___

ING Internet Fund
         Class A Shares                     $___          $___         $___         $_____
         Class B Shares                     $___          $___         $___         $_____
         Class C Shares                     $___          $___         $___         $_____

ING Technology Fund
         Class A Shares                     $___          $___
         Class B Shares                     $___          $___
         Class C Shares                     $___          $___

ING Balanced Fund
         Class A Shares                     $___          $___
         Class B Shares                     $___          $___
         Class C Shares                     $___          $___

ING Emerging Markets Equity Fund
         Class A Shares                     $___          $___
         Class B Shares                     $___          $___
         Class C Shares                     $___          $___

ING Global Real Estate Fund
         Class A Shares                     $___          $___
         Class B Shares                     $___          $___
         Class C Shares                     $___          $___

ING Quality of Life Fund
         Class A Shares                     $___          $___
         Class B Shares                     $___          $___
         Class C Shares                     $___          $___

BOND FUNDS

ING Intermediate Bond Fund
         Class A Shares                     $___          $___         $___         $_____
         Class B Shares                     $___          $___         $___         $_____
         Class C Shares                     $___          $___         $___         $_____

ING High Yield Bond Fund
         Class A Shares                     $___          $___         $___         $_____
         Class B Shares                     $___          $___         $___         $_____
         Class C Shares                     $___          $___         $___         $_____

ING High Yield Real Estate Fund
         Class A Shares                     $___          $___
         Class B Shares                     $___          $___
         Class C Shares                     $___          $___
</TABLE>


                                       68
<PAGE>   70
<TABLE>
<S>                                        <C>           <C>          <C>          <C>
ING International Bond Fund
         Class A Shares                     $___          $___         $___         $_____
         Class B Shares                     $___          $___         $___         $_____
         Class C Shares                     $___          $___         $___         $_____

ING Mortgage Income Fund
         Class A Shares                     $___          $___
         Class B Shares                     $___          $___
         Class C Shares                     $___          $___

ING National Tax-Exempt Bond Fund
         Class A Shares                     $___          $___         $___         $_____
         Class B Shares                     $___          $___         $___         $_____
         Class C Shares                     $___          $___         $___         $_____

ING Enhanced Capital Preservation Fund
         Class A Shares                     $___          $___
         Class B Shares                     $___          $___
         Class C Shares                     $___          $___

MONEY MARKET FUNDS

ING Money Market Fund
         Class A Shares                     $___          $___         $___         $_____
         Class B Shares                     $___          $___         $___         $_____
         Class C Shares                     $___          $___         $___         $_____

ING U.S. Treasury Money Market Fund
         Class A Shares                     $___          $___
         Class B Shares                     $___          $___
         Class C Shares                     $___          $___

ING National Tax-Exempt Money Market Fund
         Class A Shares                     $___          $___
         Class B Shares                     $___          $___
         Class C Shares                     $___          $___
</TABLE>


                                       69
<PAGE>   71
                             MANAGEMENT OF THE FUNDS

     The Investment Manager. ING Mutual Funds Management Co. LLC (the
"Investment Manager") serves as each Fund's investment manager. The Investment
Manager is a wholly owned indirect subsidiary of ING Groep, N.V. ("ING Group")
and is registered with the Securities and Exchange Commission. The Investment
Manager is located at 1475 Dunwoody Drive, West Chester, PA 19380. As of
December 31, 1999, the Investment Manager managed over $ ____ million in assets.

     The Investment Manager supervises all aspects of each Fund's operations and
provides investment advisory services to the Funds. This includes engaging
sub-advisers, as well as monitoring and evaluating the management of the assets
of each such Fund by its sub-adviser. The Investment Manager has acted as an
investment adviser to mutual funds since 1998. Today, the Investment Manager
advises or manages ___ investment portfolios, including the Funds, encompassing
a broad range of investment objectives.

     Investment Manager Compensation. The following table shows the aggregate
annual advisory fee to be paid by each Fund as a percentage of that Fund's
average daily net assets:

<TABLE>
<CAPTION>
                  FUND                                         ADVISORY 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 Global Brand Names Fund                     1.00%
                  ING International Equity Fund                   1.25%
                  ING European Equity Fund                        1.15%
                  ING Tax Efficient Equity Fund                   0.80%
                  ING Tax Efficient Equity Value Fund             0.80%
                  ING Focus Fund                                  1.00%
                  ING Global Information Technology Fund          1.25%
                  ING Global Communications Fund                  1.25%
                  ING Internet Fund                               1.25%
                  ING Technology Fund                             1.25%
                  ING Balanced Fund                               0.80%
                  ING Emerging Markets Equity Fund                1.25%
                  ING Global Real Estate Fund                     1.00%
                  ING Quality of Life Fund                        1.00%
                  ING Intermediate Bond Fund                      0.50%
                  ING High Yield Bond Fund                        0.65%
                  ING High Yield Real Estate Fund                 0.65%
                  ING International Bond Fund                     1.00%
                  ING Mortgage Income Fund                        0.50%
                  ING National Tax-Exempt Bond Fund               0.50%
                  ING Enhanced Capital Preservation Fund          0.40%
                  ING Money Market Fund                           0.25%
                  ING U.S. Treasury Money Market Fund             0.25%
                  ING National Tax-Exempt Money Market Fund       0.40%
</TABLE>

     Sub-Advisers. The Investment Manager has engaged affiliated investment
management firms to act as sub-advisers to each of the Funds, as indicated in
the table below. Each sub-adviser has full investment discretion to make all
determinations with respect to the investment of their respective Fund's assets
and the purchase and sale of portfolio securities and other investments. Each
sub-adviser is a wholly owned indirect subsidiary of ING Group and is registered
with the Securities and Exchange Commission.


                                       70
<PAGE>   72
<TABLE>
<CAPTION>
                FUND                                        SUB-ADVISER
<S>                                                 <C>
ING Large Cap Growth Fund                           Baring Asset Management, Inc.
ING Growth & Income Fund                            ING Investment Management, LLC
ING Mid Cap Growth Fund                             Furman Selz Capital Management LLC
ING Small Cap Growth Fund                           Furman Selz Capital Management LLC *
ING Global Brand Names Fund                         ING Investment Management Advisors B.V.
ING International Equity Fund                       Baring Asset Management, Inc. / Baring
                                                    International Investment Limited / Baring
                                                    International Investment (Asia) Limited
ING European Equity Fund                            ING Investment Management Advisors B.V.
ING Tax Efficient Equity Fund                       Delta Asset Management
ING Tax Efficient Equity Value Fund                 Delta Asset Management/
                                                    Furman Selz Capital Management LLC
ING Focus Fund                                      Furman Selz Capital Management LLC
ING Global Information Technology Fund              ING Investment Management Advisors B.V.
ING Global Communications Fund                      ING Investment Management Advisors B.V.
ING Internet Fund                                   ING Investment Management Advisors B.V.
ING Technology Fund                                 ING Investment Management Advisors B.V.
ING Balanced Fund                                   Furman Selz Capital Management LLC
ING Emerging Markets Equity Fund                    Baring Asset Management, Inc. / Baring
                                                    International Investment Limited / Baring
                                                    International Investment (Asia) Limited
ING Global Real Estate Fund                         ING Investment Management Advisors
                                                    B.V./CRA Real Estate Securities, L.P.
ING Quality of Life Fund                            ING Investment Management Advisors B.V.
ING Intermediate Bond Fund                          ING Investment Management, LLC
ING High Yield Bond Fund                            ING Investment Management, LLC
ING High Yield Real Estate Fund                     Clarion Capital, LLC
ING International Bond Fund                         Baring Asset Management, Inc. / Baring
                                                    International Investment Limited / Baring
                                                    International Investment (Asia) Limited
ING Mortgage Income Fund                            ING Investment Management, LLC
ING National Tax-Exempt Bond Fund                   Furman Selz Capital Management LLC
ING Enhanced Capital Preservation Fund              ING Institutional Markets Capital Asset
                                                    Management, LLC
ING Money Market Fund                               ING Investment Management, LLC
ING U.S. Treasury Money Market Fund                 ING Investment Management, LLC
ING National Tax-Exempt Money Market Fund           Furman Selz Capital Management LLC
</TABLE>

*    Prior to November 1, 1999, Baring Asset Management, Inc. acted as
     sub-adviser to the ING Small Cap Growth Fund.

    Baring Asset Management, Inc. Baring Asset Management, Inc. ("BAM") serves
as sub-adviser to the ING Large Cap Growth Fund and as co-sub-adviser, with
Baring International Investment Limited ("BIIL") and Baring International
Investment (Asia) Limited ("BIAL"), to the ING International Equity Fund, the
ING Emerging Markets Equity Fund and the ING International Bond Fund. BAM is
located at 125 High Street, Boston, MA 02110. BIIL is located at 155
Bishopsgate, London, England EC2M 3XY. BIAL is located at 19/F Edinburgh Tower,
The Landmark, 15 Queens Road, Central, Hong Kong. BAM, BIIL and BIAL, each a
wholly-owned subsidiary of Baring Asset Management Holdings Limited ("BAMHL")
provide investment management services to clients located around the world.
BAMHL, a global company registered in England and Wales, is the parent of the
worldwide group of investment management firms 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


                                       71
<PAGE>   73
founded in 1762. The BAM Group provides advisory services to institutional
investors, offshore investment companies, insurance companies and private
clients. As of December 31, 1999, the BAM Group managed approximately $xx.x
billion of assets.

     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
performance is not necessarily representative of the past performance of BAM's
management 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. 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 December 31, 1999, as adjusted for the annualized
gross expenses for the ING Large Cap Growth Fund's Class A, Class B, and Class C
shares during their initial fiscal period. The amounts shown assume redemption
of Fund shares at the end of each period indicated. 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 regulations.

     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 ENDED DECEMBER 31, 1999

LARGE CAP GROWTH COMPOSITE

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------
                  Class A *       Class B       Class C     S&P 500 Index
- -----------------------------------------------------------------------------
<S>               <C>             <C>           <C>         <C>
1 Year
- -----------------------------------------------------------------------------
3 Years
- -----------------------------------------------------------------------------
5 Years
- -----------------------------------------------------------------------------
10 Years
- -----------------------------------------------------------------------------
</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 x.xx%,
x.xx%, x.xx% and x.xx% for the 1, 3, 5 and 10 year periods, respectively.

    The figures following show past performance of BAM, BIIL and BIAL (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 and the ING International Bond Fund. The
performance is not necessarily representative of the past performance of the
Co-Sub-Advisers' management 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 performance of the ING International Equity
Fund or the ING International Bond Fund. The tables show the total returns for a
composite of the actual performance of international equity accounts and
international fixed income accounts managed by the Co-Sub-Advisers for various
periods ended December 31, 1999, as adjusted for the annualized gross expenses
for each Fund's Class A, Class B and Class C shares during their initial fiscal
period. 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 and the Salomon Brothers World Government Bond Non-U.S.
Dollar Index ("SWGB ex-US$ Index"), respectively, each an unmanaged market
index. The performance shown is calculated in accordance with established
Securities and Exchange Commission rules and guidelines.


                                       72
<PAGE>   74
    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 and
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 Equity Fund or the ING International Bond Fund. The actual
performance may be higher or lower than that shown.

ANNUALIZED RATES OF RETURN FOR PERIODS ENDED DECEMBER 31, 1999

INTERNATIONAL EQUITY COMPOSITE

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
                    Class A *      Class B       Class C       MSCI EAFE Index
- --------------------------------------------------------------------------------
<S>                 <C>            <C>           <C>           <C>
1 Year
- --------------------------------------------------------------------------------
3 Years
- --------------------------------------------------------------------------------
5 Years
- --------------------------------------------------------------------------------
10 Years
- --------------------------------------------------------------------------------
</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 x.xx%,
x.xx%, x.xx% and x.xx% for the 1, 3, 5 and 10 year periods, respectively.

INTERNATIONAL BOND COMPOSITE

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------
                    Class A *      Class B       Class C       SWGB ex-U.S.$ Index
- ----------------------------------------------------------------------------------
<S>                 <C>            <C>           <C>           <C>
1 Year
- ----------------------------------------------------------------------------------
3 Years
- ----------------------------------------------------------------------------------
5 Years
- ----------------------------------------------------------------------------------
10 Years
- ----------------------------------------------------------------------------------
</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 x.xx%,
x.xx%, x.xx% and x.xx% for the 1, 3, 5 and 10 year periods, respectively.

     ING Investment Management LLC. ING Investment Management, LLC ("IIM")
serves as sub-adviser to the ING Growth and Income Fund, the ING Intermediate
Bond Fund, the ING High Yield Bond Fund, the ING Mortgage Income Fund, the ING
Money Market Fund and the ING U.S. Treasury Money Market Fund. IIM is located at
5780 Powers Ferry Road, N.W., Suite 300, Atlanta, GA 30327. IIM is engaged in
the business of providing investment advice to portfolios which, as of December
31, 1999, were valued at $xx.x billion. IIM also advises other registered
investment companies.

     ING Investment Management Advisors B.V. ING Investment Management Advisors
B.V. ("IIMA") serves as sub-adviser to the ING Global Brand Names Fund, the ING
European Equity Fund, the ING Global Information Technology Fund, the ING
Internet Fund, the ING Global Communications Fund, the ING Technology Fund and
the ING Quality of Life Fund. IIMA also serves as co-sub-adviser with CRA Real
Estate Securities, L.P. to the ING Global Real Estate Fund. IIMA is located at
Schenkkade 65, 2595 AS The Hague, The Netherlands. IIMA is a company organized
to manage investments and provide investment advice on a worldwide basis to
entities affiliated and unaffiliated with ING Group. IIMA operates under the
collective management of ING Investment Management which has assets under
management of $xxx billion as of December 31, 1999.

     The figures following show past performance of IIMA in managing accounts
with investment objectives, policies, styles and techniques substantially
similar though not identical to those of the ING


                                       73
<PAGE>   75
Global Communications Fund. The performance is not necessarily representative of
the past performance of IIMA's management team or any individual of the team.
Information presented is based on performance data provided by IIMA. The past
performance does not represent the ING Global Communications Fund's performance.
The table shows the total returns for a composite of the actual performance of
global communications accounts managed by IIMA for various periods ended
December 31, 1999, as adjusted for the annualized gross expenses for the ING
Global Communications Fund's Class A, Class B, and Class C shares during their
initial fiscal period. 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 Telecommunications Index. The performance shown is
calculated in accordance with established Securities and Exchange Commission
rules and regulations.

     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 Global Communications Fund may
vary in some respects. The information should not be considered a prediction of
the future performance of the ING Global Communications Fund. The actual
performance may be higher or lower than that shown.

ANNUALIZED RATES OF RETURN FOR PERIODS ENDED DECEMBER 31, 1999

GLOBAL COMMUNICATIONS COMPOSITE

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------
                 Class A *       Class B         Class C               MSCI
                                                                Telecommunications
                                                                       Index
- ----------------------------------------------------------------------------------
<S>              <C>             <C>             <C>            <C>
1 Year
- ----------------------------------------------------------------------------------
3 Years
- ----------------------------------------------------------------------------------
5 Years
- ----------------------------------------------------------------------------------
10 Years
- ----------------------------------------------------------------------------------
</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 x.xx%,
x.xx%, x.xx% and x.xx% for the 1, 3, 5 and 10 year periods, respectively.

     Furman Selz Capital Management LLC. Furman Selz Capital Management LLC
("FSCM") serves as sub-adviser to the ING Mid Cap Growth Fund, the ING Small Cap
Growth Fund, the ING Focus Fund, the ING Balanced Fund, the ING National
Tax-Exempt Bond Fund and the ING National Tax-Exempt Money Market Fund. FSCM
also serves as co-sub-adviser with Delta Asset Management to the ING Tax
Efficient Equity Value Fund. FSCM is located at 230 Park Avenue, New York, NY
10169. FSCM is engaged in the business of providing investment advice to
institutional and individual client accounts which, as of December 31, 1999,
were valued at approximately $x.xx billion

     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.
The performance is not necessarily representative of the past performance of
FSCM's management teams or any individual of the teams. Information presented is
based on performance data provided by FSCM. The past performance does not
represent the performance of the ING National Tax-Exempt Bond Fund. 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 December 31, 1999, as
adjusted for the projected annualized gross expenses for the ING National
Tax-Exempt Bond Fund's Class A, Class B and Class C shares during their initial
fiscal period. 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, and the
IBC First Tier Average for tax-exempt money market funds, respectively. The
performance shown is calculated in accordance with established Securities and
Exchange Commission rules and guidelines.


                                       74
<PAGE>   76
     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 these Funds. The actual performance may be higher
or lower than that shown.

ANNUALIZED RATES OF RETURN FOR PERIODS ENDED DECEMBER 31, 1999

COMPOSITE OF SEPARATELY MANAGED TAX-FREE ACCOUNTS

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------
                         Class A *     Class B      Class C    Lehman 7-year G.O.
                                                                Municipals Index
- -----------------------------------------------------------------------------------
<S>                      <C>           <C>          <C>        <C>
1 Year
- -----------------------------------------------------------------------------------
3 Years
- -----------------------------------------------------------------------------------
5 Years
- -----------------------------------------------------------------------------------
Since Inception **
- -----------------------------------------------------------------------------------
</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 x.xx%,
x.xx%, x.xx% and x.xx% for the 1, 3 and 5 year and since inception periods,
respectively.

**  Inception date is December 31, 1991.

     Delta Asset Management. Delta Asset Management ("Delta") serves as
sub-adviser to the ING Tax Efficient Equity Fund and acts as co-sub-adviser with
FSCM to the ING Tax Efficient Equity Value Fund. Delta is located at 333 South
Grand Avenue, Los Angeles, CA 90071. Delta is a division of Furman Selz Capital
Management LLC, an investment management firm providing investment advice to
institutional and individual client accounts which, as of December 31, 1999,
were valued at approximately $x.xx billion

     CRA Real Estate Securities, L.P. CRA Real Estate Securities, L.P ("CRA")
serves as co-sub-adviser to the ING Global Real Estate Fund. CRA is located at
259 Radnor-Chester Road, Radnor, PA 19087. CRA is in the business of providing
investment advice to institutional and individual client accounts which, as of
December 31, 1999 were valued at approximately $x.xx billion.

     Clarion Capital, LLC. Clarion Capital, LLC ("Clarion") serves as
sub-adviser to the ING High Yield Real Estate Fund. Clarion is located at 335
Madison Avenue, New York, New York 10017. Clarion is in the business of
providing investment advice to institutional and individual client accounts
which, as of December 31, 1999 were valued at approximately $x.xx million.

     The figures following show past performance of Clarion in managing accounts
with investment objectives, policies, styles and techniques substantially
similar though not identical to those of the ING High Yield Real Estate Fund.
The performance is not necessarily representative of the past performance of
Clarion's management team or any individual of the team. Information presented
is based on performance data provided by Clarion. The past performance does not
represent the ING High Yield Real Estate Fund's performance. The table shows the
total returns for a composite of the actual performance of a mutual fund with a
substantially similar investment objective and policies managed by Clarion for
various periods ended December 31, 1999, as adjusted for the annualized expenses
for the ING High Yield Real Estate Fund's Class A, Class B, and Class C shares
during their initial fiscal period. 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 Brothers Aggregate Bond Index. The performance
shown is calculated in accordance with established Securities and Exchange
Commission rules and regulations.


                                       75
<PAGE>   77
     The information should not be considered a prediction of the future
performance of the ING High Yield Real Estate Fund. The actual performance may
be higher or lower than that shown.

ANNUALIZED RATES OF RETURN FOR PERIODS ENDED DECEMBER 31, 1999

COMMERCIAL MORTGAGE-BACKED SECURITY MUTUAL FUND

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
                    Class A *       Class B        Class C       Lehman Brothers
                                                                 Aggregate Bond
                                                                      Index
- --------------------------------------------------------------------------------
<S>                 <C>             <C>            <C>           <C>
1 Year
- --------------------------------------------------------------------------------
3 Years
- --------------------------------------------------------------------------------
5 Years
- --------------------------------------------------------------------------------
10 Years
- --------------------------------------------------------------------------------
</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 x.xx%,
x.xx%, x.xx% and x.xx% for the 1, 3, 5 and 10 year periods, respectively.

     ING Institutional Markets Capital Asset Management, LLC. ING Institutional
Markets Capital Asset Management, LLC ("ING Capital Markets") serves as
sub-adviser to the ING Enhanced Capital Preservation Fund. ING Capital Markets
is located at 1290 Broadway, Denver, Colorado 80203. ING Capital Markets is a
newly registered Investment Adviser.

     Portfolio Managers. The following individuals are primarily responsible for
the day-to-day management of each Fund's portfolio:

     ING Large Cap Growth Fund. Mr. William Thomas has primary responsibility
     for managing the Fund and is head of an eleven-member team of investment
     professionals. The team has an average of 20 years investment experience.
     Mr. Thomas has been an investment professional with BAM since 1987 and has
     over 25 years of investment experience.

     ING Growth & Income Fund. Mr. Martin Jansen and Mr. David Kushner have
     primary responsibility for managing the Fund and co-head a six-member team
     of investment professionals. Mr. Jansen and Mr. Kushner have been employed
     by IIMA and IIM, respectively, as investment professionals since 1997 and
     they each have 20 years of investment experience.

     ING Mid Cap Growth Fund. Mr. Matthew Price and Mr. David Campbell have
     primary responsibility for managing the Fund and co-head a four-member team
     of investment professionals. The average experience of the team is 25
     years. Messrs. Price and Campbell have been investment professionals with
     FSCM since 1990 and each has over 19 years of experience.

     ING Small Cap Growth Fund. Mr. George J. Paoletti has primary
     responsibility for managing the Fund. Mr. Paoletti has been employed by
     FSCM since 1999 and has 7 years of investment experience. Before joining
     FSCM, Mr. Paoletti was a portfolio manager with Morgan Stanley Dean Witter
     Advisors (1997-1999), a senior equity analyst with Fred Alger Management
     (1995-1997) and an equity analyst with Off Wall Street Consulting
     (1992-1995).

     ING Global Brand Names Fund. Mr. Herman Kleeven has primary responsibility
     for managing the Fund. Mr. Kleeven has been employed by IIMA and its
     affiliates since 1997 and has seven years of investment experience. Before
     joining IIMA and its affiliates, Mr. Kleeven was a portfolio manager for
     Robeco Group, Rotterdam, The Netherlands.


                                       76
<PAGE>   78
     ING International Equity Fund. Mr. James Williams and Mr. Hayes Miller have
     primary responsibility for managing the Fund and co-head a six-member team
     of investment professionals. The team utilizes the resources of the
     regional equity teams of the co-Sub-Advisers. The average experience of the
     team is 23 years. Mr. Williams has been an investment professional with
     BIIL and its affiliates since 1975 and has over 25 years of investment
     experience. Mr. Miller has been an investment professional with BIIL since
     1994 and has 19 years of investment experience.

     ING European Equity Fund. Mr. Adrian van Tiggelen has primary
     responsibility for managing the Fund and heads an eight-member team of
     investment professionals. The average experience of the team is nine years.
     Mr. Van Tiggelen has been employed by IIMA and its affiliates since 1988
     and has eleven years of investment experience.

     ING Tax Efficient Equity Fund. Mr. Robert Sandroni, Mr. Carl Goldsmith and
     Ms. Marla K. Ryan have primary responsibility for managing the Fund. Mr.
     Sandroni and Mr. Goldsmith have been investment professionals with Delta
     since 1991 and each have over 20 years of investment experience. Ms. Ryan
     has been an investment professional with Delta since 1998 and has over 10
     years of investment experience.

     ING Tax Efficient Equity Value Fund. Mr. Robert Sandroni, Mr. Carl
     Goldsmith and Ms. Marla K. Ryan of Delta have primary responsibility for
     managing the Fund's large capitalization securities. Mr. Sandroni and Mr.
     Goldsmith have been investment professionals with Delta since 1991 and each
     have over 20 years of investment experience. Ms. Ryan has been an
     investment professional with Delta since 1998 and has over 10 years of
     investment experience. Mr. ___ and Mr. ____ of FSCM have primary
     responsibility for managing the Fund's small and mid-capitalization
     securities. Mr. ___ and Mr. ____ have been investment professionals with
     FSCM since 19__ and each have over __ years of investment experience.

     ING Focus Fund. Mr. Adrian Jones and Mr. Michael Kass have primary
     responsibility for managing the Fund. Mr. Jones has been an investment
     professional with FSCM since 1996 and has 12 years of investment
     experience. Mr. Kass has been an investment professional with FSCM since
     1996 and has thirteen years of investment experience. Prior to 1996, Mr.
     Kass was an investment professional with Furman Selz for five years in the
     Proprietary Management Division.

     ING Global Information Technology Fund. Mr. Guy Uding has primary
     responsibility for managing the Fund and heads a three-member team of
     investment professionals. Mr. Uding has been employed by IIMA and its
     affiliates since 1995 and has five years of investment experience.

     ING Global Communications Fund. Mr. Daniel Hayes has primary responsibility
     in managing the Fund and heads a ___ member team of investment
     professionals. Mr. Hayes has been employed by IIMA and its affiliates since
     19__ and has __ years of investment experience.

     ING Internet Fund. Mr. Guy Uding has primary responsibility for managing
     the Fund and heads a three-member team of investment professionals. Mr.
     Uding has been employed by IIMA and its affiliates since 1995 and has five
     years of investment experience.

     ING Technology Fund. Mr. Guy Uding has primary responsibility for the Fund
     and heads a three-member team of investment professionals. Mr. Uding has
     been employed by IIMA and its affiliates since 1995 and has five years of
     investment experience.

     ING Balanced Fund. Mr. Robert Schonbrunn, Mr. Alan Segars, Mr. Adrian Jones
     and Mr. Michael Kass, a team of investment professionals with an average of
     17 years of investment experience, manage the Fund. Messrs. Schonbrunn and
     Segars are responsible for the fixed income portion of the Fund and Messrs.
     Jones and Kass are responsible for the equity portion of the Fund. Mr.
     Schonbrunn has been an investment professional with FSCM since 1985 and has
     32 years of investment experience. Mr. Segars has been an investment
     professional with FSCM since 1993 and has 30 years of investment
     experience. Mr. Jones has been an investment professional


                                       77
<PAGE>   79
     with FSCM since 1996 and has 12 years of investment experience. Mr. Kass
     has been an investment professional with FSCM since 1996 and has 13 years
     of investment experience.

     ING Emerging Markets Fund. Mr. Rory Landman heads a team of 29 investment
     professionals in managing the Fund in conjunction with the regional equity
     teams of the Co-Sub-Advisers. Mr. Landman has been an investment
     professional with BIIL since 1994 and has 12 years of investment
     experience.

     ING Global Real Estate Fund. Mr. Michael Lipsch heads a team of investment
     professionals with responsibility for managing the non U.S. securities held
     by the Fund. Mr. Lipsch has been with IIMA since 1997 and has 10 years of
     investment experience. Prior to joining IIMA, Mr. Lipsch was a portfolio
     manager for the Shell pension fund in The Hague, The Netherlands. With
     regard to the management of the U.S. securities held by the Fund, Kenneth
     D. Campbell and T. Ritson Ferguson, CFA have shared primary responsibility.
     Mr. Campbell has been with CRA and its predecessors since 1969 and has 19
     years of investment experience. Mr. Ferguson has been with CRA and its
     predecessors since 1992 and has seven years of investment experience.

     ING Quality of Life Fund. A team of two investment professionals, led by
     Mr. Herman Kleeven, manages the Fund. This team is supported by the global
     equity team of IIMA and its affiliates. Mr. Kleeven has been employed by
     IIMA and its affiliates since 1997 and has eight years of investment
     experience. Before joining IIMA and its affiliates, Mr. Kleeven was a
     portfolio manager for Robeco Group, Rotterdam, The Netherlands.

     ING Intermediate Bond Fund. Mr. James Kauffman, with 12 years of investment
     experience, leads a team of three investment professionals in managing the
     Fund.

     ING High Yield Bond Fund. Mr. Robert Bowman, with more than 20 years of
     investment experience, leads a team of five investment professionals in
     managing the Fund. Mr. Bowman has been a Senior Vice President and Managing
     Director at IIM since 19__.

     ING High Yield Real Estate Fund. Mr. Frank L. Sullivan, Jr. and Mr. Daniel
     Heflin have primary responsibility for managing the Fund. Mr. Sullivan has
     been an investment professional with Clarion since 1984 and has over 25
     years of real estate investment experience. Mr. Heflin has been an
     investment professional with Clarion since 1995 and has over 12 years of
     fixed income investment experience.

     ING International Bond Fund. Mr. Paul Thursby, with 19 years of investment
     experience, leads a team of eight investment professionals in managing the
     Fund. The team has an average of 18 years of investment experience. Mr.
     Thursby has been an investment professional with BIIL since 1981.

     ING Mortgage Income Fund. Mr. Jeffrey Seel, with more than 20 years of
     investment experience, leads a team of investment professionals in managing
     the Fund. Mr. Seel has been an investment professional with IIM since 19__.

     ING National Tax-Exempt Bond Fund. Mr. Robert Schonbrunn and Mr. Alan
     Segars have primary responsibility for managing the Fund. Mr. Schonbrunn
     has been an investment professional with FSCM since 1985 and has 32 years
     of investment experience. Mr. Segars has been an investment professional
     with FSCM since 1985 and has 30 years of investment experience.

     ING Enhanced Capital Preservation Fund. . Mr. T. Kirby Brown, Jr., with 11
     years of investment experience, leads a team of four investment
     professionals in managing the Fund. Mr. Brown has been an investment
     professional with ING Capital Markets since 1999. Mr. Brown has provided
     portfolio advise to ING Institutional Markets since 1997, and prior to that
     spent one year as a Vice


                                       78
<PAGE>   80
     President and portfolio manager at Koch Industries and prior to that worked
     at ING Investment Management.

     ING Money Market Fund. Ms. Jennifer J. Thompson leads a team of three
     investment professionals in managing the Fund. Ms. Thompson has been
     employed by IIM as an investment professional since 1998 and has seven
     years of investment experience.

     ING U.S. Treasury Money Market Fund. Ms. Jennifer J. Thompson leads a team
     of three investment professionals in managing the Fund. Ms. Thompson has
     been employed by IIM as an investment professional since 1998 and has seven
     years of investment experience.

     ING National Tax-Exempt Money Market Fund. Mr. Robert Schonbrunn and Mr.
     Alan Segars have primary responsibility for managing the Fund. Mr.
     Schonbrunn has been an investment professional with FSCM since 1985 and has
     32 years of investment experience. Mr. Segars has been an investment
     professional with FSCM since 1985 and has 30 years of investment
     experience.


                              PRICING ALTERNATIVES

     The Funds offer a choice of five share classes, each with its own sales
load and expense structure, allowing you to invest in the way that best suits
your needs. Class A, Class B and Class C shares are offered in this Prospectus.
Class X and Class I shares are offered under separate prospectuses. Each share
class represents an ownership interest in the same investment portfolio. When
you choose your class of shares you should consider the size of your investment
and how long you plan to hold your shares.

     For example, if you select Class A shares, you generally pay a sales load
at the time of purchase. If you buy Class A shares, you will also be subject to
a distribution fee of 0.50% and a shareholder servicing fee of 0.25%. You may be
eligible for a sales load reduction or waiver.

     If you select Class B or C shares, you will invest the full amount of your
purchase price, but you will be subject to a distribution fee of 0.75% and a
shareholder servicing fee of 0.25%. Because these fees are paid out of the
Fund's assets on an ongoing basis, over time these fees increase the cost of
your investment and may cost you more than paying an initial sales charge. In
addition, you may be subject to a deferred sales load when you sell Class B or
Class C shares.

     The Funds' shares are distributed by ING Funds Distributor, Inc. (the
"Distributor"), an affiliate of the Manager.

     The table below summarizes key features of the pricing alternatives
available through this Prospectus.

<TABLE>
<CAPTION>
     --------------------------  ------------------------  -----------------------  ------------------------
                                         CLASS A                  CLASS B                   CLASS C
     --------------------------  ------------------------  -----------------------  ------------------------
<S>                              <C>                       <C>                      <C>
     Availability                Available directly        Available directly       Available directly
                                 from the Funds or         from the Funds or        from the Funds or
                                 through authorized        through authorized       through authorized
                                 securities dealers or     securities dealers or    securities dealers or
                                 investment advisors.      investment advisors.     investment advisors.
     --------------------------  ------------------------  -----------------------  ------------------------
     Initial Sales Charge?       Yes.  Payable at time     No.  Entire purchase     No.  Entire purchase
                                 of purchase.  Lower       price is invested in     price is invested in
                                 sales charges are         shares of the Fund.      shares of the Fund.
                                 available for larger
                                 investments.  No sales
                                 charge is applied to
                                 the Money Market Fund
                                 or the ING
</TABLE>


                                       79
<PAGE>   81
<TABLE>
<S>                                 <C>                       <C>                      <C>
     --------------------------  ------------------------  -----------------------  ------------------------
                                 Enhanced Capital
                                 Preservation Fund.
     --------------------------  ------------------------  -----------------------  ------------------------
     Deferred Sales Charge?      No. (May be charged       Yes.  Payable if you     Yes.  Payable if you
                                 for purchases over $1     redeem within six        redeem within one year
                                 million that are          years of purchase.       of purchase.
                                 redeemed within one
                                 year.)
     --------------------------  ------------------------  -----------------------  ------------------------
     Account Maintenance and     0.25% Shareholder         0.25% Shareholder        0.25% Shareholder
     Distribution Fees?          Servicing Fee; 0.50%      Servicing Fee; 0.75%     Servicing Fee; 0.75%
                                 Distribution Fee.         Distribution Fee.        Distribution Fee.
     --------------------------  ------------------------  -----------------------  ------------------------
     Conversion to Class A       Not Applicable            Yes, automatically       No.
     Shares?                                               after eight years.
     --------------------------  ------------------------  -----------------------  ------------------------
</TABLE>

CLASS A SHARES - INITIAL SALES LOAD ALTERNATIVE

     If you select Class A shares, you will pay a sales load at the time of
purchase according to the following schedules:

     STOCK FUNDS

<TABLE>
<CAPTION>
     --------------------------  -----------------------  ------------------------  ------------------------
                                  SALES LOAD AS A % OF     SALES LOAD AS A % OF     DEALER COMPENSATION AS
          YOUR INVESTMENT            OFFERING PRICE           YOUR INVESTMENT        A % OF OFFERING PRICE
     --------------------------  -----------------------  ------------------------  ------------------------
<S>                              <C>                      <C>                       <C>
     Less than $50,000                   5.75%                     6.10%                     5.00%
     --------------------------  -----------------------  ------------------------  ------------------------
     $50,000 but less than               4.75%                     4.99%                     4.00%
     $100,000
     --------------------------  -----------------------  ------------------------  ------------------------
     $100,000 but less than              3.75%                     3.90%                     3.00%
     $250,000
     --------------------------  -----------------------  ------------------------  ------------------------
     $250,000 but less than              2.75%                     2.83%                     2.25%
     $500,000
     --------------------------  -----------------------  ------------------------  ------------------------
     $500,000 but less than              2.00%                     2.04%                     1.60%
     $1,000,000
     --------------------------  -----------------------  ------------------------  ------------------------
     $1,000,000 and over *                None                     None                      1.00%
     --------------------------  -----------------------  ------------------------  ------------------------
</TABLE>

     * If you invest $1,000,000 or more in Class A shares, the Distributor
     normally pays the dealer compensation of 1% of the purchase price of the
     shares to the dealer from its own resources at the time of the investment.
     Although you will not pay an initial sales load, if you redeem your shares
     within one year after purchase, you may be charged a deferred sales load of
     1% of the lesser of the original cost of the shares being redeemed or your
     redemption proceeds. The deferred sales load relating to Class A shares
     will be reduced or waived in the same circumstances as described for Class
     B shares below.

     BOND FUNDS (except the ING Enhanced Capital Preservation Fund)

<TABLE>
<CAPTION>
     --------------------------  -----------------------  ------------------------  ------------------------
                                  SALES LOAD AS A % OF     SALES LOAD AS A % OF     DEALER COMPENSATION AS
          YOUR INVESTMENT            OFFERING PRICE           YOUR INVESTMENT        A % OF OFFERING PRICE
     --------------------------  -----------------------  ------------------------  ------------------------
<S>                              <C>                      <C>                       <C>
     Less than $50,000                   4.75%                     4.99%                     4.00%
     --------------------------  -----------------------  ------------------------  ------------------------
     $50,000 but less than               4.25%                     4.44%                     3.50%
     $100,000
     --------------------------  -----------------------  ------------------------  ------------------------
     $100,000 but less than              3.50%                     3.63%                     2.75%
     $250,000
     --------------------------  -----------------------  ------------------------  ------------------------
     $250,000 but less than              2.50%                     2.56%                     2.00%
     $500,000
     --------------------------  -----------------------  ------------------------  ------------------------
     $500,000 but less than              2.00%                     2.04%                     1.60%
     $1,000,000
     --------------------------  -----------------------  ------------------------  ------------------------
     $1,000,000 and over *                None                     None                      0.50%
     --------------------------  -----------------------  ------------------------  ------------------------
</TABLE>


                                       80
<PAGE>   82
     * If you invest $1,000,000 or more in Class A shares, the Distributor
       normally pays the dealer compensation of 0.5% of the purchase price of
       the shares to the dealer from its own resources at the time of the
       investment. Although you will not pay an initial sales load, if you
       redeem your shares within one year after purchase, you may be charged a
       deferred sales load of 0.5% of the lesser of the original cost of the
       shares being redeemed or your redemption investment proceeds. The
       deferred sales load relating to Class A shares will be reduced or waived
       in the same circumstances as described for Class B shares below.

     No initial sales charge is applied to Class A shares of a Money Market Fund
or the ING Enhanced Capital Preservation Fund, or to Class A shares of any Fund
that you purchase through the reinvestment of dividends or distributions.

     A reduced or waived sales load on a purchase of Class A shares may apply
for purchases under a Right of Accumulation or Letter of Intent. The Right of
Accumulation permits you to pay the sales load that would apply to the cost or
value (whichever is higher) of all shares you own in the ING Funds. A Letter of
Intent permits you to pay the sales load that would be applicable if you add up
all shares of the ING Funds that you agree to buy within a 13-month period.
Certain restrictions apply.

     The initial sales load on Class A shares is waived with respect to the
following types of investments:

          -    Purchases by the Manager, ING Group or any affiliated company,
               including employee benefit plans established by any such entity.

          -    Purchases by officers, directors, trustees and employees of the
               Fund, the Manager and their affiliates, including members of the
               immediate families of such individuals.

          -    Purchases by broker-dealers who have a sales agreement with the
               Distributor and their registered personnel and employees,
               including members of the immediate families of such registered
               personnel and employees.

          -    Purchases by clients of broker-dealers, investment advisers,
               third-party administrators or consultants that have entered into
               an agreement with the Distributor providing for the use of Fund
               shares in investment products or services made available to their
               clients.

          -    Purchases by employees of firms providing the Funds or their
               affiliates with legal, administrative, marketing or other
               services, including members of the immediate families of such
               individuals.

          -    Purchases paid for with the proceeds of shares redeemed in the
               prior 180 days from another mutual fund on which an initial sales
               load or CDSL was paid.

          -    Purchases by 401(k) plans and other defined contribution plans
               with at least 25 eligible employees; 403(b)(7) or 457 plans under
               ERISA; and non-qualified deferred compensation plans.

          -    Purchases constituting loan repayments by a retirement plan
               participant.

          -    Purchases by former participants in a qualified retirement plan,
               where a portion of the plan was invested in the Funds.

          -    Purchases under arrangements between the Distributor and
               organizations which make recommendations to or permit group
               solicitations of its employees, members or participants.

     If you redeem Class A shares and within 90 days buy new shares of the same
class, you will not pay a sales charge on the new purchase amount. The amount
eligible for this "Reinstatement Privilege" may not exceed the amount of your
redemption proceeds. To exercise the privilege, contact the Funds at
1-877-INFO-ING.

CLASS B SHARES - DEFERRED SALES LOAD ALTERNATIVE

     If you select Class B shares, you do not pay an initial sales load at the
time of purchase. However, if you redeem your Class B shares within 6 years
after purchase, you may be required to pay a deferred


                                       81


<PAGE>   83
sales load. You will also pay distribution fees of 0.75% and shareholder
servicing fees of 0.25% each year under a distribution plan that the Funds have
adopted under Rule 12b-1. Because these fees are paid out of a Fund's assets on
an ongoing basis, over time these fees increase the cost of your investment and
may cost you more than paying an initial sales load. The Distributor uses the
money that it receives from the deferred sales loads and the distribution fees
to cover the costs of marketing, advertising and compensating the securities
dealer who assists you in purchasing Fund shares. Although Class B shares are
sold without an initial sales load, 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 sale.

     If you redeem Class B shares within 6 years after purchase, you may be
charged a deferred sales load. The amount of the load gradually decreases as you
hold your shares over time, according to the following schedule:

<TABLE>
<CAPTION>
                -----------------------------------  -------------------
                   REDEMPTION DURING                     SALES LOAD *
                -----------------------------------  -------------------
<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%
                -----------------------------------  -------------------
                Thereafter                                  None
                -----------------------------------  -------------------
</TABLE>

               * The sales load will apply to the lesser of the original cost of
                 the shares being redeemed or the proceeds of your redemption.
                 Shares acquired through reinvestment of dividends or
                 distributions are not subject to a deferred sales charge.

     The deferred sales load relating to Class B shares will be waived in
certain circumstances, such as:

          -    Mandated minimum post-retirement withdrawals from an IRA or other
               retirement plan if you are over 59-1/2 years old.

          -    Redemptions resulting from shareholder death or disability as
               long as the waiver request is made within one year of death or
               disability or, if later, reasonably promptly following completion
               of probate.

          -    Redemptions through the Systematic Withdrawal Plan of 10% per
               year of the initial account balance, which must be at least equal
               to $20,000.

          -    Redemptions resulting from closure by the Fund of the account in
               which shares are held.

     Your Class B shares convert automatically into Class A shares eight years
after purchase. Any Class B shares received through reinvestment of dividends or
distributions paid on converting shares will also convert at that time. Class A
shares are subject to lower annual expenses than Class B shares. The conversion
of Class B shares to Class A shares is not a taxable event for federal income
tax purposes.

CLASS C SHARES - LEVEL SALES LOAD ALTERNATIVE

     If you select Class C shares, you do not pay an initial sales load at the
time of purchase. However, if you redeem your Class C shares within one year
after purchase, you may be required to pay a deferred sales load. You will also
pay distribution fees of 0.75% and shareholder servicing fees of 0.25% each year
under a distribution plan that the Funds have adopted under Rule 12b-1. Because
these fees are paid out of a Fund's assets on an ongoing basis, over time these
fees increase the cost of your investment and may cost you more than paying an
initial sales load. The Distributor uses the money that it receives from the
deferred sales loads and the distribution fees to cover the costs of marketing,
advertising and compensating the securities dealer who assists you in purchasing
Fund shares. Although Class C shares are sold without an initial sales load, the
Distributor normally pays a sales commission of 1.00% of the purchase price of
Class C shares to the dealer from its own resources at the time of sale.


                                       82

<PAGE>   84
     If you redeem Class C shares within one year after purchase, you may be
charged a deferred sales load of 1.00%. The charge will apply to the lesser of
the original cost of the shares being redeemed or the proceeds of your
redemption. You will not be charged a deferred sales load when you redeem shares
that you acquire through reinvestment of Fund dividends or distributions. The
deferred sales load relating to Class C shares will be reduced or waived in the
same circumstances as described for Class B shares above.

     Class C shares do not offer a conversion privilege.

                             HOW TO PURCHASE SHARES

     Orders for the purchase of shares of the Funds will be executed at the net
asset value per share plus any applicable sales load ("the public offering
price") next determined after an order has been received. The public offering
price of each Fund is determined as of the close of regular trading on the New
York Stock Exchange (normally 4 p.m. Eastern time) on each day the Exchange is
open for business.

     Notwithstanding the foregoing, a purchase order for shares or a Money
Market Fund must generally be received by a specified "cut-off" time to be
executed on the same day at the price per share next determined, provided that
the Funds' custodian receives federal funds or other immediately available funds
by 4 p.m. Eastern time. The cut-off time applicable to the ING Money Market Fund
is 3:00 p.m. Eastern time and the cut-off time applicable to the ING U.S.
Treasury Money Market Fund and the ING National Tax-Exempt Money Market Fund is
12 noon Eastern time.

     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.

     Shares of the Funds, except the ING Enhanced Capital Preservation Fund, may
be purchased by investors for retirement and non-retirement accounts. The ING
Enhanced Capital Preservation Fund may be purchased only by investors for the
following retirement accounts:

     -    employee benefit plans qualified under Section 401(a) of the Internal
          Revenue Code of 1986, as amended (the "Code").

     -    employee benefit plans qualified under Section 403(b) of the Code.

     -    eligible deferred compensation plans as defined in Section 457(b) of
          the Code.

     -    government plans as defined by Section 414(d) of the Code (together
          with the employee benefit plans and deferred compensation plans,
          ("Plans").

     -    bank collective investment funds holding exclusively assets of U.S.
          employee benefit plans qualified under Section 401(a) of the Code and
          tax exempt under Section 501(a) of the Code and other plans eligible
          to invest in bank maintained collective investment funds.

     -    traditional IRAs, Roth IRAs, simplified employee pension IRAs
          ("SEP-IRAs"), IRAs that are part of a savings incentive match plan for
          employees ("SIMPLE IRAs"), Keogh plans and educational IRAs.

     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. Third party and foreign checks will not be accepted. All
initial investments may be made using any of the following methods:


                                       83
<PAGE>   85
- ---------------------------------  ---------------------------------------------
By Mail                            Send your completed and signed
                                   application and check payable to ING
                                   Funds Trust by regular mail to:
                                        ING Funds
                                        P.O. Box 419416
                                        Kansas City, MO 64141-6416
                                   Or by express, registered, or certified
                                   mail to:
                                        ING Funds
                                        c/o DST Systems, Inc.
                                        333 W. 11th Street
                                        Kansas City, MO 64105
- ---------------------------------  ---------------------------------------------
Through an Authorized Broker or    Contact your broker or investment adviser
Investment Adviser                 for instructions on purchasing shares
                                   through their organizations. These
                                   organizations may impose additional
                                   requirements and charges for the services
                                   rendered.
- ---------------------------------  ---------------------------------------------
By Wire                            First contact the Funds at
                                   1-877-INFO-ING to obtain a fund account
                                   number and reference number for the wire.
                                   Then contact your bank and request it to
                                   wire federal funds to the applicable
                                   Fund. Your bank will normally charge you
                                   a fee for handling the transaction. 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]
- ---------------------------------  ---------------------------------------------

     You may purchase additional shares after your account has been established
using any of the following methods:

- ----------------------------------  --------------------------------------------
By Mail                             Send a check payable to ING Funds Trust,
                                    along with a remittance slip from a
                                    confirmation statement or with a letter of
                                    instructions including your account number
                                    and Fund name, to the appropriate address
                                    listed above.
- ----------------------------------  --------------------------------------------
Through an Authorized Broker or     Contact your broker or investment adviser.
Investment Adviser
- ----------------------------------  --------------------------------------------
By Wire                             Follow the instructions above for initial
                                    investments by wire.
- ----------------------------------  --------------------------------------------
By Automated Clearing House         Provided your bank is an ACH member, you may
(ACH) Transaction                   purchase additional Fund shares by
                                    transferring funds from your bank account.
                                    You may obtain the necessary authorization
                                    form by calling the Funds at 1-877-INFO-ING.
                                    Once the form is completed and returned to
                                    us, you may initiate a purchase by calling
                                    the Funds at 1-877-INFO-ING with the amount
                                    of your purchase.
- ----------------------------------  --------------------------------------------
ING Auto-Asset Accumulation         Plan This plan permits you to purchase Fund
                                    shares (minimum of $50 per transaction) at
                                    regular intervals by transferring funds from
                                    your bank account. Call the Funds at
                                    1-877-INFO-ING to obtain the necessary
                                    authorization form. The Funds reserve the
                                    right upon 30 days' written notice to make
                                    reasonable charges for this service.
- ----------------------------------  --------------------------------------------
Direct Deposit Plans                These plans permit you to purchase Fund
                                    shares (minimum of $50 per transaction) by
                                    having your employer automatically transfer
                                    a portion of your paycheck to the Funds.
                                    Social security recipients may have all or a
                                    portion of their social security check
                                    transferred automatically to purchase Fund
                                    shares. The Funds reserve the right upon 30
                                    days' written notice to make reasonable
                                    charges for this service.
- ----------------------------------  --------------------------------------------


                                       84

<PAGE>   86
                              HOW TO REDEEM SHARES

         You may redeem your shares, in whole or in part, on each day a Fund is
valued. Shares will be redeemed without charge (except any applicable CDSL) at
the net asset value next determined after a redemption request in good order has
been received by the Funds. In the instance where you own more than one class of
shares and the class of shares being redeemed are not subject to the CDSL, 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.

         The ING High Yield Real Estate Fund and ING Enhanced Capital
Preservation Fund charge a redemption fee under certain conditions to discourage
redemptions initiated by shareholders attempting to take advantage of interest
rate movements. The ING High Yield Real Estate Fund will deduct a 1-% redemption
fee from shares redeemed within six months of purchase. The ING Enhanced Capital
Preservation Fund will deduct a 2.5% redemption fee, except for (i) redemptions
made upon at least 12 months' prior written notice to the Fund, (ii) Plan
participant initiated redemptions, (iii) your death or disability (as that term
is defined in applicable provisions of Section 72 of the Code); (iv) your being
at least age 59-1/2 if the aggregate amount of your total redemptions over the
previous 364 days is less than 10% of the balance of your aggregate share value,
as calculated on January 1 in the year of such redemption; and (v) the Fund
exercising its right to liquidate accounts which are less than the minimum
account size. Unlike CDSL, which is paid to the Distributor, the redemption fee
is paid back to the Fund.

         When 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. You may avoid this delay by investing through wire
transfers of federal funds.

         Once your shares are redeemed, the Funds will ordinarily send the
proceeds by check to you at the address of record on the next business day. To
ensure acceptance of your redemption request, it is important to follow the
procedures described below. Under certain circumstances described below, a
signature guarantee may be required. You may redeem your shares using any of the
following methods:

- ----------------------------------  --------------------------------------------
By Mail                                Send your instructions for
                                       redemption to the appropriate address. By
                                       regular mail to:
                                            ING Funds
                                            P.O. Box 419416
                                            Kansas City MO 64141-6416
                                       Or by express, registered or certified
                                       mail to:
                                            ING Funds
                                            c/o DST Systems, Inc.
                                            333 W. 11th Street
                                            Kansas City, MO 64105

                                       Your instructions must include:
                                       - the name of the Fund and account number
                                         you are redeeming from
                                       - your name(s) and address as they appear
                                         on your account
                                       - the dollar amount or number of shares
                                         you wish to redeem
                                       - your signature(s) as it appears on your
                                         account
                                       - a signature guarantee, if required (see
                                         below)
- ----------------------------------  --------------------------------------------
By Telephone                        The telephone redemption privilege is
                                    available unless you specifically decline
                                    this option on your Account Application. To
                                    speak with a service representative, call
                                    1-877-INFO-ING and be prepared to give the
                                    representative your account number, social
                                    security number and account registration,
                                    the Fund name from which you are redeeming
                                    shares, and the amount to be redeemed. You
                                    may
- ----------------------------------  --------------------------------------------


                                       85
<PAGE>   87
- ----------------------------------  --------------------------------------------
                                    have redemption proceeds wired to your
                                    predesignated bank account or sent to your
                                    address of record. Telephone redemptions
                                    will be suspended for a period of 15 days
                                    following an address change.
- ----------------------------------  --------------------------------------------
By Wire                             You may instruct the Funds to send your
                                    redemption proceeds via a wire transmission
                                    to your bank. Your instructions should
                                    include: (1) your account number, social
                                    security number and account registration;
                                    (2) the Fund name from which you are
                                    redeeming shares; and (3) 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     You may redeem your shares by contacting
Investment Adviser                  your authorized broker or investment advisor
                                    and instructing him or her to redeem your
                                    shares. Your representative will then
                                    contact the Funds and place a redemption
                                    trade on your behalf. These organizations
                                    may impose certain restrictions on
                                    redemptions and may charge you a fee for the
                                    transaction.
- ----------------------------------  --------------------------------------------
By Systematic Withdrawal Plan       You may arrange to receive automatic cash
                                    payments (minimum $50) periodically. Call
                                    1-877-INFO-ING for more information and an
                                    enrollment form.
- ----------------------------------  --------------------------------------------
By Automated Clearing House (ACH)   Provided your bank is an ACH member, you may
Transaction                         request by telephone that redemption
                                    proceeds (minimum $500 per day) be
                                    transferred from your Fund account to your
                                    bank account. Holders of jointly registered
                                    Fund or bank accounts may redeem not more
                                    than $250,000 within any 30 day period under
                                    this procedure.
- ----------------------------------  --------------------------------------------
By Checkwriting (ING Money          A check redemption ($100 minimum / no
Market Funds only)                  maximum) feature is available to
                                    shareholders of the Money Market Funds only.
                                    Checks are free and a Checkwriting
                                    Authorization and Signature Card may be
                                    obtained by contacting the Funds at
                                    1-877-INFO-ING. Checks will be sent to you
                                    by first class mail upon receipt of a
                                    properly competed Authorization and
                                    Signature Card. You will be charged $20 for
                                    each check returned unpaid for insufficient
                                    funds.
- ----------------------------------  --------------------------------------------
Optional Insurance Benefit          Insurance companies, including certain
                                    companies affiliated with the Manager, may
                                    make certain life insurance coverage
                                    available to 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. If
                                    you purchase such life insurance coverage,
                                    you will be required to authorize periodic
                                    redemptions of Fund shares to pay the
                                    premiums for such coverage. These
                                    redemptions will not be subject to CDSLs,
                                    but will have the same tax consequences as
                                    any other Fund redemptions. Certain
                                    restrictions apply. Call 1-877-INFO-ING for
                                    more information and application forms for
                                    this program.
- ----------------------------------  --------------------------------------------

         The Funds reserve the right to redeem in kind. That is, the Funds may
honor redemption requests with readily marketable portfolio securities instead
of cash. You may incur transaction costs associated with converting these
securities to cash.

         Due to the high costs of maintaining small accounts, the Funds may ask
that you increase your account balance if (1) the value of your account falls
below $500 for three consecutive months as a result of redemptions or exchanges,
and (2) your account has been in existence for at least one year and you have
not made any additional purchases in the account within the preceding six
calendar months. If the account balance remains below the minimum requirement
for 60 days after you are notified, the Funds may close your account and send
you the redemption proceeds less any applicable contingent deferred sales load.


                                       86
<PAGE>   88
         Signature Guarantees. A signature guarantee is designed to protect the
investor, the Funds and their agents by verifying the signature of certain
investors seeking to redeem, transfer, or exchange shares of the Funds.
Signature guarantees are required for:

         -        redemptions by mail in excess of $50,000

         -        redemptions by mail if the proceeds are to be paid to someone
                  other than the name(s) in which the account is registered

         -        written redemptions requesting proceeds to be sent by wire to
                  other than the bank of record for the account

         -        redemptions requesting proceeds to be sent to a new address or
                  an address that has been changed within the past 15 days

         -        requests to transfer the registration of shares to another
                  owner

         -        telephone exchange and telephone redemption authorization
                  forms

         -        changes in previously designated wiring instructions

         -        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.

         The foregoing 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. For
information regarding whether a particular institution or organization qualifies
as an "eligible guarantor institution," contact the Funds at 1-877-INFO-ING.

                               EXCHANGE PRIVILEGE

         Except as described below, Class A shares of any Fund may be exchanged
for Class A shares of any other Fund. Any sales load previously paid on the
shares being exchanged will be credited toward the sales load payable on the
shares being acquired.

         Except as described below, Class B shares and Class C shares of a Fund,
as well as Class A shares subject to a contingent deferred sales load, may be
exchanged, based on the per share net asset values, for the same class of shares
of any other Fund. You will receive credit for the period of time you held the
shares being exchanged when determining whether the acquired shares, when
redeemed, will be subject to a contingent deferred sales load.

         Shares of the ING Enhanced Capital Preservation Fund may not be
exchanged for shares of any of the Money Market Fund offered in this prospectus.

         Your exchange will be processed at the next determined net asset value
(or offering price, if there is a sales load) after the Funds receive your
request. A new account opened by exchange must be established with the same
name(s), address and social security number as the existing account.

         You may only exchange shares into a Fund which is authorized for sale
in your state of residence. The Funds may change or discontinue the exchange
privilege after giving you 60 days' prior notice. An exchange of shares is a
taxable event on which you may realize a gain or loss. You may exchange shares
using any of the following methods:


                                       87
<PAGE>   89
- ----------------------------------  --------------------------------------------
By Telephone                        You are automatically eligible to exchange
                                    shares by telephone unless you specifically
                                    decline this option on your Account
                                    Application. To speak with a service
                                    representative, call 1-877-INFO-ING. Be
                                    prepared to provide the representative with
                                    the following information:
                                       - your account number, social security
                                         number and account registration
                                       - the name of the Fund from and the Fund
                                         into which you wish to make the
                                         exchange
                                       - the dollar amount or the number of
                                         shares you wish to exchange
                                       Telephone exchanges will be suspended for
                                       a period of ten days following an address
                                       change.
- ----------------------------------  --------------------------------------------
By Mail                             Send a letter of instructions to the Funds
                                    which includes the following information:
                                       - the name of the Fund and the account
                                         number you are exchanging from
                                       - your name(s), address and social
                                         security number
                                       - the dollar amount or number of shares
                                         you wish to exchange
                                       - the name of the Fund you are exchanging
                                         into
                                       - your signature(s) as it appears on your
                                         account
                                    Send your instructions by regular mail to:
                                            ING Funds
                                            P.O. Box 419416
                                            Kansas City MO 64141-6416
                                    Or by express, registered or certified mail
                                    to:
                                            ING Funds
                                            c/o DST Systems, Inc.
                                            333 W. 11th Street
                                            Kansas City, MO 64105
- ----------------------------------  --------------------------------------------
Auto-Exchange Privilege             The Auto-Exchange Privilege enables you to
                                    invest regularly, in exchange for shares of
                                    a Fund, in shares of other Funds of which
                                    you are a shareholder. The amount designated
                                    ($50 minimum) will be exchanged
                                    automatically according to the schedule you
                                    have selected. The right to exercise this
                                    privilege may be changed or terminated by
                                    the Funds upon 60 days' prior notice. For
                                    more information on this privilege or to
                                    obtain an Auto-Exchange Privilege
                                    Authorization Form, call the Funds at
                                    1-877-INFO-ING.
- ----------------------------------  --------------------------------------------

                                PRICING OF SHARES

         Each of the Funds prices its shares based on its net asset value. The
Stock Funds and the Bond Funds value portfolio securities for which market
quotations are readily available at market price. These Funds value all other
securities and assets at their fair value. Securities and other assets quoted in
foreign currencies are valued in U.S. dollars based on the prevailing exchange
rates on that day. In addition, if, between the time trading ends on a
particular security and the close of the New York Stock Exchange (NYSE), events
occur that materially affect the value of the security, the Funds may value the
security at its fair value as determined in good faith by or under the
supervision of the Board of Trustees. The effect of using fair value pricing is
that a Fund's net asset value will be subject to the judgment of the Board of
Trustees or its designee instead of being determined by the market. Because some
of the Funds may invest in securities that are primarily listed on foreign
exchanges, the value of those Funds' shares may change on days when you will not
be able to purchase or redeem shares.

         Pursuant to procedures adopted by the Board of Trustees, the fair value
of a Wrapper Agreement ("Wrapper Value") entered into by the ING Enhanced
Capital Preservation Fund generally will be equal to


                                       88
<PAGE>   90
the difference between the "Book Value" and the market value (plus accrued
interest on the underlying securities) of the portion of the Fund's assets
covered by the Agreement ("Covered Assets"). Generally, the Book Value of the
Covered Assets is their purchase price plus interest on the Covered Assets
accreted at a rate specified in the Wrapper Agreement ("Crediting Rate"). The
Crediting Rate used in computing Book Value is calculated by a formula specified
in the Wrapper Agreement and is adjusted periodically. If the market value (plus
accrued interest on the underlying securities) of the Covered Assets is greater
than their Book Value, the Wrapper Value will be reflected as a liability of the
Fund in the amount of the difference, i.e., a negative value, reflecting the
potential liability of the Fund to the Wrapper Provider. If the market value
(plus accrued interest on the underlying securities) of the Covered Assets is
less than their Book Value, the Wrapper Value will be reflected as an asset of
the Fund in the amount of the difference, i.e., a positive value, reflecting the
potential liability of the Wrapper Provider to the Fund. In performing its fair
value determination, the Board expects to consider the creditworthiness and
ability of a Wrapper Provider to pay amounts due under the Wrapper Agreement. If
the Board determines that a Wrapper Provider is unable to make such payments,
that Board may assign a fair value to the Wrapper Agreement that is less than
the difference between the Book Value and the market value (plus accrued
interest on the underlying securities) of the applicable Covered Assets and the
Fund might be unable to maintain NAV stability.

         Each of the Money Market Funds uses the amortized cost method to value
its 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. Although the Board of Trustees has established procedures designed
to stabilize, to the extent reasonably possible, the share price of the Money
Market Funds, there can be no assurance that each Fund's net asset value can be
maintained at $1.00 per share.

         Each Fund determines the net asset value of its shares as of the close
of the NYSE (normally 4:00 p.m., Eastern time) on each day the NYSE is open for
business. The price at which a purchase or redemption is effected is based on
the next calculation of a Fund's net asset value after the order is placed.


                           DIVIDENDS AND DISTRIBUTIONS

         Each Fund intends to distribute to its shareholders substantially all
of its investment company taxable income (which includes dividends and interest
and the excess, if any, of net short-term capital gains over net long-term
capital losses). Each of the Stock Funds will declare and pay these dividends
annually, except for the ING Growth & Income Fund and the ING Balanced Fund,
which will declare and pay dividends quarterly. Each of the Bond Funds and Money
Market Funds will declare these dividends daily and pay these dividends monthly.
In addition, each Fund intends to distribute, at least annually, substantially
all of its 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.

         Dividends and distributions will be reinvested in additional shares of
a Fund at net asset value unless you elect to receive such dividends and
distributions in cash. If you redeem all or a portion of Fund shares prior to a
dividend payment date, you will be entitled on the next dividend payment date to
all dividends declared but unpaid on those shares at the time of their
redemption.


                                       89
<PAGE>   91
         If you elect to receive distributions in cash and the post office
cannot deliver your checks or if you do not cash your checks within six months,
your dividends may be reinvested in your account at the then-current net asset
value and your account will be converted to the reinvestment option. You will
not receive interest on the amount of your uncashed checks.

         You may also elect to automatically invest dividends and distributions
paid by a Fund in shares of any other ING Fund of which you are a shareholder.
Shares of the other Fund will be purchased at that Fund's then-current net asset
value.

         You may also elect to transfer electronically dividends and
distributions paid by a Fund to your designated bank account if your financial
institution is an Automated Clearing House member. Banks may charge a fee for
the service.

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

                                      TAXES

         All Funds. Each Fund is treated as a separate entity for federal income
tax purposes. Each Fund has qualified and intends to continue to qualify as a
regulated investment company by satisfying the requirements under Subchapter M
of the Internal Revenue Code of 1986 (the "Code"), including requirements with
respect to diversification of assets, distribution of income and sources of
income. By so qualifying, 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.

         Distributions by a Fund of its taxable net investment income and the
excess, if any, of its net short-term capital gain over its net long-term
capital loss are taxable to shareholders as ordinary income. Such distributions
are treated as dividends for federal income tax purposes but may qualify for the
70% dividends-received deduction for corporate shareholders. Distributions by a
Fund of the excess, if any, of its net long-term capital gain over its net
short-term capital loss are designated as capital gain dividends and are taxable
as long-term capital gains, regardless of the length of time you have held your
shares.

         Distributions will be treated in the same manner for federal income tax
purposes whether you receive them in cash or reinvest them in additional shares
of the Fund. In general, distributions by a Fund are taxable to you in the year
in which the distributions are made. However, certain distributions made during
January will be treated as having been paid by a Fund and received by you on
December 31 of the preceding year.

         Investment income received by a Fund from sources within foreign
countries may be subject to foreign income taxes withheld at the source. To the
extent any Fund is liable for foreign income taxes withheld at the source, each
Fund intends, if possible, to operate so as to meet the requirements of the Code
to "pass through" to the Fund's shareholders credits for foreign income taxes
paid, but there can be no assurance that any Fund will be able to do so.

         A redemption or an exchange of shares is a taxable transaction on which
you may realize a gain or loss. Any gain or loss realized upon the sale or other
disposition of shares of a Fund generally will be a capital gain or loss which
will be long-term or short-term depending on how long you have held the shares.
Any loss realized upon a sale or disposition of shares within six months from
the date of their purchase will be treated as a long-term capital loss to the
extent of any capital gain distributions received on such shares.

         Under the backup withholding rules of the Code, you may be subject to
31% withholding of federal income tax on ordinary income dividends paid by a
Fund. In order to avoid this backup withholding, you must provide the Funds with
a correct taxpayer identification number or certify that you are otherwise
exempt from or not subject to backup withholding.


                                       90
<PAGE>   92
         You will be notified annually as to the federal tax status of
distributions made by the Funds in which you invest. Depending on your residence
for tax purposes, distributions also may be subject to state and local taxes.
You should consult your own tax advisor as to the federal, state and local tax
consequences of investing in shares of the Funds in your particular
circumstances.

         ING National Tax-Exempt Bond Fund and ING National Tax-Exempt Money
Market Fund. Provided that the ING National Tax-Exempt Bond Fund and ING
National Tax-Exempt Money Market Fund comply with applicable requirements of the
Code, dividends derived from interest on municipal securities will constitute
exempt-interest dividends and will not be subject to federal income tax. Some
portion of the exempt-interest dividends paid by the Funds 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 Funds were to invest in such
types of securities, you would be required to treat as an item of tax preference
that part of the distributions by the Funds that is derived from interest income
on such securities.

         Entities or persons who are "substantial users" (or persons related
thereto), as defined in the Code, of facilities financed by municipal securities
issued for certain private activities should consult their tax advisor before
purchasing shares of the Funds.

         You are required to report the amount of tax-exempt interest received
each year, including exempt-interest dividends paid by the Funds, on your
federal income tax return. Exempt-interest dividends and other distributions
paid by the Funds are included in the tax base for determining the taxability of
social security or railroad retirement benefits. Interest on debt incurred to
purchase or carry shares of the Funds may not be deductible for federal income
tax purposes.


                          MORE INFORMATION ABOUT RISKS

         A Fund's risk profile is largely a factor of the principal securities
in which it invests and investment techniques that it uses. The following pages
discuss the risks associated with certain of the types of securities in which
the Funds may invest and certain of the investment practices that the Funds may
use. For more information about these and other types of securities and
investment techniques used by the Funds, see the Statement of Additional
Information. Unless indicated otherwise, the following descriptions apply to all
Funds.

         Many of the investment techniques and strategies discussed in this
Prospectus and in the Statement of Additional Information are discretionary,
which means that the Investment Manager or Sub-Adviser can decide whether to use
them or not. The Investment Manager or Sub-Adviser may also use investment
techniques or make investments in securities that are not a part of the Fund's
principal investment strategy.

         Investments in Foreign Securities (All Funds except ING Mortgage Income
Fund, ING High Yield Real Estate Fund, ING National Tax-Exempt Bond Fund and the
ING Money Market Funds). There are certain risks in owning foreign securities,
including those resulting from: fluctuations in currency exchange rates;
devaluation of currencies; political or economic developments and the possible
imposition of currency exchange blockages or other foreign governmental laws or
restrictions; reduced availability of public information concerning issuers;
accounting, auditing and financial reporting standards or other regulatory
practices and requirements that are not uniform when compared to those
applicable to domestic companies; settlement and clearance procedures in some
countries that may not be reliable and can result in delays in settlement;
higher transaction and custody expenses than for domestic securities; and
limitations on foreign ownership of equity securities. Also, securities of many
foreign companies may be less liquid and the prices more volatile than those of
domestic companies. With certain foreign countries, there is the possibility of
expropriation, nationalization, confiscatory taxation and limitations on the use
or removal of funds or other assets of the Funds, including the withholding of
dividends.


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<PAGE>   93
         Each Fund that invests in foreign securities may enter in to foreign
currency transactions either on a spot or cash basis at prevailing rates or
through forward foreign currency exchange contracts in order to have the
necessary currencies to settle transactions or to help protect the Fund against
adverse changes in foreign currency exchange rates. Such efforts could limit
potential gains that might result from a relative increase in the value of such
currencies, and might, in certain cases, result in losses to the Fund.

         Emerging Market Investments (ING International Equity Fund, ING
Emerging Markets Equity Fund and ING International Bond Fund). Because of less
developed markets and economies and, in some countries, less mature governments
and governmental institutions, the risks of investing in foreign securities can
be intensified in the case of investments in issuers domiciled or doing
substantial business in emerging market countries. These risks include: high
concentration of market capitalization and trading volume in a small number of
issuers representing a limited number of industries, as well as a high
concentration of investors and financial intermediaries; political and social
uncertainties; over-dependence on exports, especially with respect to primary
commodities, making these economies vulnerable to changes in commodity prices;
overburdened infrastructure and obsolete financial systems; environmental
problems; less well developed legal systems; and less reliable custodial
services and settlement practices.

         High Yield Securities (ING High Yield Bond Fund, ING High Yield Real
Estate Fund and ING Intermediate Bond Fund). Investments in high yield
securities generally provide greater income and increased opportunity for
capital appreciation than investments in higher quality debt securities, but
they also typically entail greater potential price volatility and principal and
income risk. High yield securities are not considered investment grade, and are
regarded as predominantly speculative with respect to the issuing company's
continuing ability to meet principal and interest payments. The prices of high
yield securities have been found to be less sensitive to interest rate changes
than higher-rated investments, but more sensitive to adverse economic downturns
or individual corporate developments. High yield securities structured as
zero-coupon or payment-in-kind securities tend to be more volatile. The
secondary market in which high yield securities are traded is generally less
liquid than the market for higher-grade bonds. At times of less liquidity, it
may be more difficult to value high yield securities.

         Corporate and Municipal Debt Securities (All Funds). Corporate debt
securities are subject to the risk of the issuer's inability to meet principal
and interest payments on the obligation and may also be subject to price
volatility due to such factors as interest rate sensitivity, market perception
of the credit-worthiness of the issuer and general market liquidity. When
interest rates decline, the value of the debt securities can be expected to
rise, and when interest rates rise, the value of those securities can be
expected to decline. Debt securities with longer maturities tend to be more
sensitive to interest rate movements than those with shorter maturities.

         U.S. Government Securities (All Funds). Some U.S. Government agency
securities may be subject to varying degrees of credit risk, and all U.S.
Government securities may be subject to price declines in the securities due to
changing interest rates.

         Convertible Securities (All Funds except ING National Tax-Exempt Bond
Fund and the ING Money Market Funds). The price of a convertible security will
normally fluctuate in some proportion to changes in the price of the underlying
equity security, and as such is subject to risks relating to the activities of
the issuer and general market and economic conditions. The income component of
convertible securities causes fluctuations based upon changes in interest rates
and the credit quality of the issuer. Convertible securities are often lower
rated securities. A Fund may be required to redeem or convert a convertible
security before the holder would otherwise choose.

         Other Investment Companies (All Funds). Each Fund may invest up to 10%
of its assets in other unaffiliated investment companies. There is no limit with
regard to investments in affiliated investment companies. When a Fund invests in
other investment companies, you indirectly pay a proportionate share of the
expenses of that other investment company (including management fees,
administration fees, and custodial fees) in addition to the expenses of the
Fund.


                                       92
<PAGE>   94
         Restricted and Illiquid Securities (All Funds). Each Fund may invest in
restricted and illiquid securities. If a security is illiquid, the Fund might be
unable to sell the security at a time when the sub-adviser might wish to sell,
and the security could have the effect of decreasing the overall level of the
Fund's liquidity. Further, the lack of an established secondary market may make
it more difficult to value illiquid securities, which could vary from the amount
the Fund could realize upon disposition. Restricted securities, i.e., securities
subject to legal or contractual restrictions on resale, may be illiquid.
However, some restricted securities may be treated as liquid, although they may
be less liquid than registered securities traded on established secondary
markets.

         Mortgage-Related Securities (All Funds except ING National Tax-Exempt
Bond Fund, ING U.S. Treasury Money Market Fund and ING National Tax-Exempt Money
Market Fund). Although mortgage loans underlying a mortgage-backed security may
have maturities of up to 30 years, the actual average life of a mortgage-backed
security typically will be substantially less because the mortgages will be
subject to normal principal amortization, and may be prepaid prior to maturity.
Like other fixed income securities, when interest rates rise, the value of a
mortgage-backed security generally will decline; however, when interest rates
are declining, the value of mortgage-backed securities with prepayment features
may not increase as much as other fixed income securities. The rate of
prepayments on underlying mortgages will affect the price and volatility of a
mortgage-related security, and may have the effect of shortening or extending
the effective maturity of the security beyond what was anticipated at the time
of the purchase. Unanticipated rates of prepayment on underlying mortgages can
be expected to increase the volatility of such securities. In addition, the
value of these securities may fluctuate in response to the market's perception
of the creditworthiness of the issuers of mortgage-related securities owned by a
Fund. Additionally, although mortgages and mortgage-related securities are
generally supported by some form of government or private guarantee and/or
insurance, there is no assurance that private guarantors or insurers will be
able to meet their obligations.

         Commercial Mortgage-Backed Securities (ING High Yield Real Estate Fund
only). Investments in commercial mortgage-backed securities involve the credit
risk of delinquency and default. Delinquency refers to interruptions in the
payment of interest and principal. Default refers to the potential for
unrecoverable principal loss from the sale of foreclosed property. These risks
include the risks inherent in the commercial mortgage loans which support such
commercial mortgage-backed securities and the risks associated with direct
ownership of real estate. This may be especially true in the case of commercial
mortgage-backed securities secured by, or evidencing an interest in, a
relatively small or less diverse pool of commercial mortgage loans. The factors
contributing to these risks include the effects of general and local economic
conditions on real estate values, the conditions of specific industry segments,
the ability of tenants to make lease payments and the ability of a property to
attract and retain tenants, which inturn may be affected by local conditions
such as oversupply of space or a reduction of available space, the ability of
the owner to provide adequate maintenance and insurance, energy costs,
government regulations with respect to environmental, zoning, rent control and
other matters, and real estate and other taxes.

         While the credit quality of the securities in which the Fund invests
will reflect the perceived appropriateness of future cash flows to meet
operation expenses, the underlying commercial properties may not be able to
continue to generate income to meet their operating expenses (mainly debt
services, lease payments, capital expenditures and tenant improvements) as a
result of any of the factors mentioned above. Consequently, the obligors under
commercial mortgages may be unable to make payments of interest in a timely
fashion, increasing the risk of default on a related commercial mortgage-backed
security. In addition, the repayments of the commercial mortgage loans
underlying commercial mortgage-backed securities will typically depend upon the
future availability of financing and the stability of real estate property
values.

         Most commercial mortgage loans are nonrecourse obligations of the
borrower, meaning that the sole remedy of the lender in the event of a default
is to foreclose upon the collateral. As a result, in the event of default by a
borrower, recourse may be had only against the specific property pledged to
secure the loan and not against the borrower's other assets. If borrowers are
not able or willing to refinance of dispose of the property to pay the principal
balance due at maturity, payments on the subordinated classes of the related
commercial mortgage-backed securities are likely to be adversely affected. The
ultimate extent of


                                       93
<PAGE>   95
the loss, if any, to the subordinated classes may only be determined after a
foreclosure of the mortgage encumbering the property and, if the mortgagee takes
title to the property, upon liquidating of the property. Factors such as the
title to the property, its physical condition and financial performance, as well
as governmental disclosure requirements with respect to the condition of the
property, may make a third party unwilling to purchase the property at a
foreclosure sale or for a price sufficient to satisfy the obligations with
respect to the related commercial mortgage-backed securities. The condition of a
property may deteriorate during foreclosure proceedings. Certain obligors on
underlying mortgages may become subject to bankruptcy proceedings, in which case
the amount and timing of amounts due under the related commercial
mortgage-backed securities may be materially adversely affected.

         In general, any losses on a given property, the lien on which is
includes in a commercial mortgage-backed security, will be absorbed first by the
equity holder of the property, then by a cash reserve fund or letter of credit,
if any, and then by the "first loss" subordinated security holder to the extent
of its principal balance. Because the Fund intends to invest in subordinated
classes of commercial mortgage-backed securities, there can be no assurance that
in the event of default and the exhaustion of equity support, the reserve fund
and any debt classes junior to those in which the Fund invests, the Fund will be
able to recover all of its investments in the securities purchased. In addition,
if the underlying mortgage portfolio has been overvalued by the originator, or
if the values subsequently decline, the Fund my effectively hold the "first
loss" position in certain commercial mortgage-backed securities, ahead of the
more senior debt holders, which may result in significant losses.

         Asset-Backed Securities (All Funds except ING National Tax-Exempt Bond
Fund, ING U.S. Treasury Money Market Fund and ING National Tax-Exempt Money
Market Fund). Asset-backed securities involve certain risks that are not posed
by mortgage-related securities, resulting mainly from the fact that asset-backed
securities often do not contain the benefit of a complete security interest in
the related collateral. The risks associated with asset-backed securities may be
reduced by the addition of credit enhancements such as a bank letter of credit
or a third-party guarantee.

         Derivatives (All Funds except the ING Money Market Funds). Generally,
derivatives can be characterized as financial instruments whose performance is
derived, at least in part, from the performance of an underlying asset or
assets. Some derivatives are sophisticated instruments that typically involve a
small investment of cash relative to the magnitude of risks assumed. These may
include swap agreements, options, forwards and futures. Derivative securities
are subject to market risk, which could be significant for those that have a
leveraging effect. Many of the Funds do not invest in these types of
derivatives, so please check the description of the Fund's policies found in the
Statement of Additional Information. Derivatives are also subject to credit
risks related to the counterparty's ability to perform, and any deterioration in
the counterparty's creditworthiness could adversely affect the instrument. A
risk of using derivatives is that the adviser might imperfectly judge the
market's direction. For instance, if a derivative is used as a hedge to offset
investment risk in another security, the hedge might not correlate to the
market's movements and may have unexpected or undesired results, such as a loss
or a reduction in gains.

         Repurchase Agreements (All Funds). Each Fund may enter into repurchase
agreements, which involve the purchase by a Fund of a security that the seller
has agreed to buy back. If the seller defaults and the collateral value
declines, the Fund might incur a loss. If the seller declares bankruptcy, the
Fund may not be able to sell the collateral at the desired time.

         Lending Portfolio Securities (All Funds). In order to generate
additional income, each Fund may lend portfolio securities in an amount up to 33
1/3% of its total assets to broker-dealers, major banks, or other recognized
domestic institutional borrowers of securities. As with other extensions of
credit, there are risks of delay in recovery or even loss of rights in the
collateral should the borrower default or fail financially.

         Borrowing (All Funds . Each Fund may borrow for certain types of
temporary or emergency purposes subject to certain limits. Borrowing may
exaggerate the effect of any increase or decrease in the value of portfolio
securities or the net asset value of a Fund, and money borrowed will be subject
to interest costs. Interest costs on borrowings may fluctuate with changing
market rates of interest and may partially


                                       94
<PAGE>   96
offset or exceed the return earned on borrowed funds. Under adverse market
conditions, a Fund might have to sell portfolio securities to meet interest or
principal payments at a time when fundamental investment considerations would
not favor such sales.

         Reverse Repurchase Agreements (All Funds). A reverse repurchase
agreement involves the sale of a security, with an agreement to repurchase the
same securities at an agreed upon price and date. Whether such a transaction
produces a gain for a Fund depends upon the costs of the agreements and the
income and gains of the securities purchased with the proceeds received from the
sale of the security. If the income and gains on the securities purchased fail
to exceed the costs, net asset value will decline faster than otherwise would be
the case. Reverse repurchase agreements, as leveraging techniques, may increase
a Fund's yield; however, such transactions also increase a Fund's risk to
capital and may result in a shareholder's loss of principal.

         Short Sales (ING International Equity Fund, ING Emerging Markets Equity
Fund, ING Intermediate Bond Fund and ING High Yield Bond Fund). A "short sale"
is the sale by a Fund of a security which has been borrowed from a third party
on the expectation that the market price will drop. If the price of the security
rises, the Fund may have to cover its short position at a higher price than the
short sale price, resulting in a loss.

         Investments in Small- and Mid-Capitalization Companies (All Stock
Funds). Certain Funds may invest in small and mid capitalization companies.
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.

         Non-diversified Investment Companies (ING Global Brand Names Funds, ING
Focus Fund, ING Global Real Estate Fund, ING Internet Fund, ING Technology Fund,
ING Quality of Life Fund, ING High Yield Real Estate Fund and ING International
Bond Fund). Certain Funds are classified as non-diversified investment companies
under the 1940 Act, which means that each Fund is not limited by the 1940 Act in
the proportion of its assets that it may invest in the obligations of a single
issuer. 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 (ING Global Information Technology Fund, ING Global
Communications Fund, ING Internet Fund, ING Technology Fund, ING Global Real
Estate Fund, ING High Yield Real Estate Fund and ING Quality of Life Fund).
Certain Funds "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.

         Fundamental and Non-Fundamental Policies. Unless otherwise stated, all
investment objectives and policies are non-fundamental and may be amended
without shareholder approval.

         Percentage Investment Limitations. Unless otherwise stated, percentage
limitations in this prospectus apply at the time of investment.

         Temporary Defensive Strategies. When the Investment Manager or
Sub-Adviser to a Fund anticipates unusual market or other conditions, the Fund
may temporarily depart from its principal investment strategies as a defensive
measure. When a Fund takes a temporary defensive strategy, it may limit the
Fund's ability to achieve its investment objective.


                                       95
<PAGE>   97
         Portfolio Turnover (All Funds). Each Fund may engage in frequent and
active trading of portfolio securities to achieve its investment objective. A
high portfolio turnover rate involves greater expenses to a Fund, including
brokerage commissions and other transaction costs, and is likely to generate
more taxable short-term gains for shareholders, which may have an adverse effect
on the performance of the Fund.


                              FINANCIAL HIGHLIGHTS

         The financial highlights table is intended to help you understand the
Funds' financial performance for the fiscal period ended October 31, 1999.
Certain information reflects financial results for a single Fund share. The
total returns in the table represent the rate than an investor would have earned
or lost on an investment in the Funds (assuming reinvestment of all dividends
and distributions). This information has been audited by
_________________________, whose report, along with the Funds' financial
statements, is included in the Statement of Additional Information, which is
available upon request.


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<PAGE>   98
MANAGER

  ING Mutual Funds Management Co. LLC
  1475 Dunwoody Drive
  West Chester,  PA 19380

SUB-ADVISERS

  Baring Asset Management, Inc.
  125 High Street
  Boston, MA 02110

  Baring International Investment Limited
  155 Bishopgate
  London, England EC2M 3XY

  Baring International Investment (Asia) Limited
  19/F Edinburgh Tower, The Landmark,
  15 Queens Road, Central, Hong Kong

  ING Investment Management Advisors B.V.
  Schenkkade 65, 2595 AS
  The Hague, The Netherlands

  ING Investment Management LLC
  5780 Powers Ferry Road, N.W., Suite 300
  Atlanta, GA 30327

  Furman Selz Capital Management LLC
  230 Park Avenue
  New York, NY 10169

  Delta Asset Management
  333 South Grand Avenue
  Los Angeles, CA  90071

  CRA Real Estate Securities, L.P.
  259 Radnor-Chester Road
  Radnor, PA  19087

  Clarion Capital, LLC
  335 Madison Avenue
  New York, NY  10017

  ING Institutional Markets Capital
    Asset Management, LLC
  1290 Broadway
  Denver, CO  80203

DISTRIBUTOR

  ING Funds Distributor, Inc.
  1475 Dunwoody Drive
  West Chester,  PA 19380

CUSTODIAN

  Investors  Fiduciary Trust Co.
  801 Pennsylvania Street
  Kansas City, MO 64105

TRANSFER AGENT

  DST Systems, Inc.
  333 W. 11th Street
  Kansas City, MO 64105

INDEPENDENT AUDITORS

  _________________________
  _________________________
  _________________________

 LEGAL COUNSEL

  _________________________
  _________________________
  _________________________

Additional information about the Funds is included in the Statement of
Additional Information ("SAI") which is incorporated by reference in its
entirety. Additional information about the Funds' investments is available in
the Funds' annual and semiannual reports to shareholders. In the Funds' annual
report you will find a discussion of the market conditions and investment
strategies that significantly affected the Funds' performance during their last
fiscal year.


                                       97
<PAGE>   99
To obtain a free copy of the SAI, the annual and semiannual reports or other
information about the Funds, or to make inquiries about the Funds, please call
1-877-INFO-ING.

Information about the Funds (including the SAI) can be reviewed and copied at
the Securities and Exchange Commission's public reference room in Washington,
D.C. Information about the operation of the public reference room can be
obtained by calling the Commission at 1-800-SEC-0330. Reports and other
information about the Funds are available on the Commission's Internet site at
http://www.sec.gov. Copies of information on the Commission's Internet site can
be obtained for a fee by writing to: Securities and Exchange Commission, Public
Reference Section, Washington D.C. 20549-6009.

File No. 811-08895


                                       98
<PAGE>   100

                                   PROSPECTUS

                                February __, 2000


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

CLASS X SHARES



STOCK FUNDS

         ING Large Cap Growth Fund
         ING Growth & Income Fund
         ING Mid Cap Growth Fund
         ING Small Cap Growth Fund
         ING Global Brand Names Fund
         ING International Equity Fund
         ING European Equity Fund
         ING Tax Efficient Equity Fund
         ING Tax Efficient Equity Value Fund
         ING Focus Fund
         ING Global Information Technology Fund
         ING Global Communications Fund
         ING Internet Fund
         ING Technology Fund
         ING Balanced Fund
         ING Emerging Markets Equity Fund
         ING Global Real Estate Fund
         ING Quality of Life Fund

BOND FUNDS

         ING Intermediate Bond Fund
         ING High Yield Bond Fund
         ING High Yield Real Estate Fund
         ING International Bond Fund
         ING Mortgage Income Fund
         ING Enhanced Capital Preservation Fund

MONEY MARKET FUNDS

         ING Money Market Fund
         ING U.S. Treasury Money Market Fund


         This Prospectus has information you should know before you invest.
Please read it carefully and keep it with your investment records. Although
these securities have been registered with the Securities and Exchange
Commission, the Commission has not judged them for investment merit and does not
guarantee the accuracy or adequacy of the information in this Prospectus. Anyone
who informs you otherwise is committing a criminal offense.


                                                 [INSERT ING [LION LOGO] FUNDS]
<PAGE>   101
                                TABLE OF CONTENTS

                                                                           Page

FUNDS AT A GLANCE.........................................................

STOCK FUNDS...............................................................
         ING Large Cap Growth Fund........................................
         ING Growth & Income Fund.........................................
         ING Mid Cap Growth Fund..........................................
         ING Small Cap Growth Fund........................................
         ING Global Brand Names Fund......................................
         ING International Equity Fund....................................
         ING European Equity Fund.........................................
         ING Tax Efficient Equity Fund....................................
         ING Tax Efficient Equity Value Fund..............................
         ING Focus Fund...................................................
         ING Global Information Technology Fund...........................
         ING Global Communications Fund...................................
         ING Internet Fund................................................
         ING Technology Fund..............................................
         ING Balanced Fund................................................
         ING Emerging Markets Equity Fund.................................
         ING Global Real Estate Fund......................................
         ING Quality of Life Fund.........................................

BOND FUNDS................................................................
         ING Intermediate Bond Fund.......................................
         ING High Yield Bond Fund.........................................
         ING High Yield Real Estate Fund..................................
         ING International Bond Fund......................................
         ING Mortgage Income Fund.........................................
         ING Enhanced Capital Preservation Fund...........................

MONEY MARKET FUNDS........................................................
         ING Money Market Fund............................................
         ING U.S. Treasury Money Market Fund..............................

FEES AND EXPENSES.........................................................

MANAGEMENT OF THE FUNDS...................................................

HOW TO PURCHASE SHARES....................................................

HOW TO REDEEM SHARES......................................................

EXCHANGE PRIVILEGE........................................................

PRICING OF SHARES.........................................................

DIVIDENDS AND DISTRIBUTIONS...............................................

TAXES.....................................................................

MORE INFORMATION ABOUT RISKS..............................................

FINANCIAL HIGHLIGHTS......................................................


                                       2
<PAGE>   102
                                FUNDS AT A GLANCE


STOCK FUNDS

The following Funds invest primarily in equity securities:

ING LARGE CAP GROWTH FUND

Investment Objective:      Long-term capital appreciation.

Main Investments:          A diversified portfolio of equity
                           securities issued by companies with market
                           capitalizations of more than $1 billion at the time
                           of acquisition which in the Sub-Adviser's opinion
                           possess growth potential.

Main Risks:                Price volatility and other risks, as discussed
                           herein, related to investments in growth-oriented
                           equity securities.

ING GROWTH & INCOME FUND

Investment Objective:      High total return.

Main Investments:          A diversified portfolio of income-producing equity
                           securities.

Main Risks:                Price volatility and other risks, as discussed
                           herein, related to investments in equity securities
                           and income producing equity securities (for example,
                           sensitivity to interest rate fluctuations).

ING MID CAP GROWTH FUND

Investment Objective:      Long-term capital appreciation.

Main Investments:          A diversified portfolio of equity securities issued
                           by medium-sized companies (that is, companies 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.

Main Risks:                Price volatility and other risks, as discussed
                           herein, related to investments in growth-oriented
                           equity securities. Investments in medium-sized
                           companies may also experience greater volatility and
                           risk of loss than customarily associated with larger,
                           more established companies.

ING SMALL CAP GROWTH FUND

Investment Objective:      Long-term capital appreciation.

Main Investments:          A diversified portfolio of equity securities issued
                           by smaller companies (that is, companies with market
                           capitalizations falling within the Russell 2500
                           Growth Index at the time of acquisition) which in the
                           Sub-Adviser's opinion possess growth potential.

Main Risks:                Price volatility and other risks, as discussed
                           herein, related to investments in growth-oriented
                           equity securities. Investments in smaller companies
                           may also experience greater volatility and risk of
                           loss than customarily associated with medium sized
                           companies or larger, more established companies.

                                       3
<PAGE>   103
ING GLOBAL BRAND NAMES FUND

Investment Objective:      Long-term capital appreciation.

Main Investments:          A non-diversified portfolio of equity securities of
                           companies located throughout the world, 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.

Main Risks:                Price volatility and other risks, as discussed
                           herein, related to investments in equity securities.
                           The Fund also will experience price volatility and
                           risks related to investments in foreign securities
                           (for example, currency exchange rate fluctuations).

ING INTERNATIONAL EQUITY FUND

Investment Objective:      Long-term capital appreciation.

Main Investments:          A diversified portfolio of equity securities of
                           issuers organized or having a majority of their
                           assets in or deriving a majority of their operating
                           income in any country throughout the world, not
                           including the United States.

Main Risks:                Price volatility and other risks, as discussed
                           herein, related to investments in equity securities.
                           The Fund also will experience price volatility and
                           risks related to investments in foreign securities
                           (for example, currency exchange rate fluctuations).

ING EUROPEAN EQUITY FUND

Investment Objective:      Long-term capital appreciation.

Main Investments:          A diversified portfolio of equity securities of
                           issuers which are principally traded in the European
                           capital markets, or that derive a majority of their
                           total revenues from either goods produced or services
                           rendered within Europe, or that are organized under
                           the laws of and have a principal office in a European
                           country.

Main Risks:                Price volatility and other risks, as discussed
                           herein, related to investments in equity securities.
                           The Fund also will experience price volatility and
                           risks related to investments in foreign securities
                           (for example, currency exchange rate fluctuations).

ING TAX EFFICIENT EQUITY FUND

Investment Objective:      High total return on an after-tax basis.

Main Investments:          A diversified portfolio of equity securities and
                           instruments whose returns depend upon stock market
                           prices, which will be managed by the Sub-Adviser in a
                           manner that will attempt to defer the realization of
                           accrued capital gains.

Main Risks:                Price volatility and other risks, as discussed
                           herein, related to investments in equity securities.
                           The Fund 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.


                                       4
<PAGE>   104
ING TAX EFFICIENT EQUITY VALUE FUND

Investment Objective:      High total return on an after-tax basis.

Main Investments:          A diversified portfolio of equity securities and
                           instruments determined by the Sub-Advisers to be
                           undervalued in the marketplace and whose returns
                           depend upon stock market prices, which will be
                           managed by the Sub-Adviser in a manner that will
                           attempt to defer the realization of accrued capital
                           gains.

Main Risks:                Price volatility and other risks, as discussed
                           herein, related to investments in equity securities.
                           The Fund 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.

ING FOCUS FUND

Investment Objective:      Long-term capital appreciation.

Main Investments:          A non-diversified portfolio of 20 to 40 equity
                           securities which in the Sub-Adviser's opinion possess
                           the potential for reliable, above average earnings
                           growth and that are reasonably valued relative to
                           their growth potential.

Main Risks:                Price volatility and other risks, as discussed
                           herein, related to investments in equity securities.
                           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.

ING GLOBAL INFORMATION TECHNOLOGY FUND

Investment Objective:      Long-term capital appreciation.

Main Investments:          A diversified portfolio of equity securities of
                           information technology companies located throughout
                           the world, including the United States.

Main Risks:                Price volatility and other risks, as discussed
                           herein, related to investments in equity securities.
                           The Fund also will experience price volatility and
                           risks related to investments in foreign securities
                           (for example, currency exchange rate fluctuations).
                           Products and services of companies engaged in the
                           information technology sector are subject to
                           relatively high risks of rapid obsolescence caused by
                           scientific and technological advances.

ING GLOBAL COMMUNICATIONS FUND

Investment Objective:      Long-term capital appreciation.

Main Investments:          A diversified portfolio of equity securities of
                           communications companies located throughout the
                           world, including the United States.

Main Risks:                Price volatility and other risks, as discussed
                           herein, related to investments in equity securities.
                           The Fund also will experience price volatility and
                           risks related to investments in foreign securities
                           (for example, currency exchange rate fluctuations).
                           Products and services of companies engaged in the
                           communications sector are subject to relatively high
                           risks of rapid obsolescence caused by scientific and
                           technological advances.

                                       5
<PAGE>   105
ING INTERNET FUND

Investment Objective:      Long-term capital appreciation.

Main Investments:          A non-diversified portfolio of U.S. and non-U.S.
                           internet technology companies.

Main Risks:                Price volatility and other risks, as discussed
                           herein, related to investments in equity securities.
                           The Fund also will experience price volatility and
                           risks related to investments in foreign securities
                           (for example, currency exchange rate fluctuations).
                           Products and services of companies engaged in
                           internet-related activities are subject to relatively
                           high risks of rapid obsolescence caused by scientific
                           and technological advances.


ING TECHNOLOGY FUND

Investment Objective:      Long-term capital appreciation.

Main Investments:          A non-diversified portfolio of U.S. and non-U.S.
                           internet technology companies.

Main Risks:                Price volatility and other risks, as discussed
                           herein, related to investments in equity securities.
                           The Fund also will experience price volatility and
                           risks related to investments in foreign securities
                           (for example, currency exchange rate fluctuations).
                           Products and services of companies engaged in
                           internet-related activities are subject to relatively
                           high risks of rapid obsolescence caused by scientific
                           and technological advances.

ING BALANCED FUND

Investment Objective:      High total return.

Main Investments:          A diversified portfolio of mid- and
                           large-capitalization equity securities, intermediate
                           maturity fixed income securities and money market
                           instruments.

Main Risks:                Price volatility and other risks, as discussed
                           herein, related to investments in equity securities,
                           as well as price volatility and other risks, as
                           discussed herein, related to investments in fixed
                           income securities, including sensitivity to interest
                           rate fluctuations.

ING EMERGING MARKETS EQUITY FUND

Investment Objective:      Long-term capital appreciation.

Main Investments:          A diversified portfolio of equity securities of
                           companies located in emerging market countries.

Main Risks:                Price volatility and other risks, as discussed
                           herein, related to investments in equity securities.
                           The Fund also will experience price volatility and
                           risks related to investments in foreign securities
                           (for example, currency exchange rate fluctuations).
                           The foregoing risks are often heightened for
                           investments in developing or emerging markets.

                                       6
<PAGE>   106
ING GLOBAL REAL ESTATE FUND

Investment Objective:      High total return.

Main Investments:          A non-diversified portfolio of equity securities of
                           companies located throughout the world, including the
                           United States, that are principally engaged in the
                           real estate industry.

Main Risks:                Price volatility and other risks, as discussed
                           herein, related to investments in equity securities.
                           The Fund also will experience price volatility and
                           risks related to investments in foreign securities
                           (for example, currency exchange rate fluctuations).
                           The Fund will be further subject to risks
                           specifically related to the real estate industry,
                           including changes in the value of real estate and
                           interest rate fluctuations.

ING QUALITY OF LIFE FUND

Investment Objective:      Long-term capital appreciation.

Main Investments:          A non-diversified portfolio of equity securities of
                           U.S. and non-U.S. companies offering products and
                           services helping persons live longer, healthier and
                           happier lives.

Main Risks:                Price volatility and other risks, as discussed
                           herein, related to investments in equity securities.
                           The Fund will also experience price volatility and
                           risks related to investments in foreign securities
                           (for example, currency exchange rate fluctuations).

BOND FUNDS

The following Funds invest primarily in fixed income securities:

ING INTERMEDIATE BOND FUND

Investment Objective:      A high level of current income consistent with the
                           preservation of capital and liquidity.

Main Investments:          A diversified portfolio of debt securities, with a
                           minimum average portfolio quality being investment
                           grade, as discussed herein, and a dollar-weighted
                           average maturity generally ranging between three and
                           ten years.

Main Risks:                Price volatility and other risks, as discussed
                           herein, related to investments in fixed income
                           securities, including sensitivity to interest rate
                           fluctuations. Other factors may affect the market
                           value and yield of the Fund's securities, including
                           investor demand, changes in the financial condition
                           of issuers of securities, and economic conditions.

ING HIGH YIELD BOND FUND

Investment Objective:      A high level of current income and total return.

Main Investments:          A diversified portfolio of high yield (high risk)
                           debt securities that are unrated or rated below
                           investment grade, as discussed herein.

Main Risks:                Price volatility and other risks, as discussed
                           herein, related to investments in fixed income
                           securities, including sensitivity to interest rate
                           fluctuations. Lower-rated securities may be subject
                           to wider fluctuations in yield and market value


                                       7
<PAGE>   107
                           than higher-rated securities. The market for high
                           yield securities may be less liquid than the markets
                           for higher-rated securities and may have an adverse
                           effect on the market value of certain securities.

ING HIGH YIELD REAL ESTATE FUND

Investment Objective:      A high level of current income.

Main Investments:          A non-diversified portfolio of commercial
                           mortgage-backed securities, with a minimum average
                           portfolio quality of at least "BB-".

Main Risks:                Price volatility and other risks, as discussed
                           herein, related to investments in fixed income
                           securities, including sensitivity to interest rate
                           fluctuations. The Fund's commercial mortgage-backed
                           securities also will be subject to prepayment risk,
                           which is the risk that the principal on the
                           underlying mortgage loans may be prepaid at any time,
                           and extension risk, which is the risk that an
                           unexpected rise in interest rates will extend the
                           life of a mortgage-backed security beyond the
                           expected prepayment time. Furthermore, the Fund's
                           commercial mortgage-backed securities are lower-rated
                           and may be subject to wider fluctuations in yield and
                           market value than higher-rated securities. The market
                           for such high yield securities may be less liquid
                           than the markets for higher-rated securities and may
                           have an adverse effect on the market value of certain
                           securities.

ING INTERNATIONAL BOND FUND

Investment Objective:      High total return.

Main Investments:          A non-diversified portfolio of investment grade debt
                           securities of issuers located throughout the world,
                           not including the United States.

Main Risks:                Price volatility and other risks, as discussed
                           herein, related to investments in fixed income
                           securities, including sensitivity to interest rate
                           fluctuations. The Fund also will experience price
                           volatility and risks related to investments in
                           foreign securities (for example, currency exchange
                           rate fluctuations).

ING MORTGAGE INCOME FUND

Investment Objective:      Long-term income consistent with the preservation of
                           capital.

Main Investments:          A diversified portfolio of mortgage-backed securities
                           rated at least "A" or the equivalent.

Main Risks:                Price volatility and other risks, as discussed
                           herein, related to investments in fixed income
                           securities, including sensitivity to interest rate
                           fluctuations. The Fund's mortgage-backed securities
                           also will be subject to prepayment risk, which is the
                           risk that the principal on the underlying mortgage
                           loans may be prepaid at any time, and extension risk,
                           which is the risk that an unexpected rise in interest
                           rates will extend the life of a mortgage-backed
                           security beyond the expected prepayment time.

                                       8
<PAGE>   108
ING ENHANCED CAPITAL PRESERVATION FUND

Investment Objective:      A higher level of current income than that
                           of a money market fund, while seeking to preserve
                           capital and maintain a stable net asset value per
                           share.

Main Investments:          A diversified portfolio of debt
                           securities, with a minimum average portfolio quality
                           of at least "A" and a dollar-weighted average
                           duration generally ranging between two and one-half
                           years and four and one-half years.

Main Risks:                Price volatility and other risks, as discussed
                           herein, related to investments in fixed income
                           securities. Although the Fund will enter into wrapper
                           agreements with highly rated financial institutions,
                           such as banks or insurance companies, which are
                           utilized to stabilize the net asset value of the
                           Fund, there is no assurance that the Fund will be
                           able to maintain a perfectly stable net asset value.


MONEY MARKET FUNDS

The following Funds invest primarily in short-term, high quality debt
instruments:

ING MONEY MARKET FUND

Investment Objective:      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.

Main Investments:          A diversified portfolio of high quality, U.S.
                           dollar-denominated short-term debt securities which
                           are determined by the Sub-Adviser to present minimal
                           credit risks.

Main Risks:                The Fund's yield will vary. There can be no assurance
                           that the Fund will be able to maintain a stable net
                           asset value of $1.00 per share.

ING U.S. TREASURY MONEY MARKET FUND

Investment Objective:      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.

Main Investments:          A diversified portfolio of short-term U.S. Treasury
                           securities and repurchase agreements which are fully
                           collateralized by U.S. Treasury securities.

Main Risks:                The Fund's yield will vary. There can be no assurance
                           that the Fund will be able to maintain a stable net
                           asset value of $1.00 per share.



                                       9
<PAGE>   109
                                   STOCK FUNDS

ING LARGE CAP GROWTH FUND

         INVESTMENT OBJECTIVE. The Fund seeks to provide investors with
long-term capital appreciation.

         PRINCIPAL INVESTMENT STRATEGIES. Under normal market conditions, the
Fund will operate as a diversified fund and will invest at least 65% of its
total assets in a portfolio of equity securities of large companies (that is,
companies with market capitalizations of more than $1 billion at the time of
acquisition), which in the Sub-Adviser's opinion possess growth potential. The
equity securities in which the Fund may invest include common and preferred
stocks, warrants, and convertible securities. The Fund may invest the remainder
of its assets in: equity securities of companies of any size; corporate debt
securities of any maturity which, at the time of investment, are rated
investment grade (for example, rated at least BBB by Standard & Poor's Rating
Group or Baa by Moody's Investor Services) or have an equivalent rating by a
nationally recognized statistical rating agency, or of comparable quality if
unrated; U.S. Government securities; money market securities, certificates of
deposit, bankers acceptances and commercial paper; repurchase agreements; and
equity securities of foreign issuers. The Fund may also use options and futures
contracts involving securities, securities indices, interest rates and foreign
currencies.

         In choosing investments for the Fund, the Sub-Adviser employs a highly
disciplined, four-step investment process that seeks to identify unrecognized
growth and value in large capitalization stocks. The four steps are:

                  -        First, proprietary quantitative screening models are
                           employed to focus analysts on the most attractive
                           stocks;

                  -        Second, qualitative fundamental research is then
                           applied to confirm the potential of the stock
                           selection;

                  -        Third, a relative return, valuation and risk analysis
                           is conducted for the final portfolio construction
                           process; and

                  -        Finally, in-house traders use proprietary software
                           for cost-efficient trade execution.

         A more detailed discussion of the Principal Investment Strategies is
available in the SAI under "Investment Policies and Risks" section.

         PRINCIPAL RISKS. You could lose money on an investment in the Fund. An
investment in the Fund is not a bank deposit and is not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other government agency. The
Fund may be affected by the following risks, among others:

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

         -        Market Trends. From time to time, the stock market may not
                  favor the large company, growth-oriented securities in which
                  the Fund invests. Rather, the market could favor value stocks
                  or small company stocks, or may not favor equities at all.

         PERFORMANCE SUMMARY. The bar chart and table shown below give some
indication of the risks of an investment in the Fund by comparing the Fund's
performance with a broad measure of market performance. How the Fund has
performed in the past is not necessarily an indication of how the Fund will



                                       10
<PAGE>   110
perform in the future. Returns in the chart are provided for Class X shares
only. Sales loads are not reflected in the bar chart, and if sales loads were
reflected, returns would be less than those shown.

         (insert bar chart)

During the period shown in the bar chart, the highest return for a quarter was
xx.x% during the quarter ended ________, 1999 and the lowest return for a
quarter was xx.x% during the quarter ended ________, 1999.

                          Average Annual Total Returns
                      (for periods ended December 31, 1999)

<TABLE>
<CAPTION>
                                      One Year       Since Inception (Dec. 15, 1998)
- ------------------------------------------------------------------------------------
<S>                                   <C>            <C>
Class X Shares                         xx.x%                      xx.x%
Standard & Poor's 500 Index *          xx.x%                      xx.x%
Lipper Growth Fund Avg. **             xx.x%                      xx.x%
- ------------------------------------------------------------------------------------
</TABLE>

*        The Standard & Poor's 500 Index is a widely recognized, unmanaged index
         of common stock prices.

**       The Lipper Growth Fund Avg. represents the simple average of the annual
         returns of growth mutual funds tracked by Lipper Analytical Services,
         Inc.

ING GROWTH & INCOME FUND

         INVESTMENT OBJECTIVE. The Fund seeks to provide investors with high
total return.

         PRINCIPAL INVESTMENT STRATEGIES. Under normal market conditions, the
Fund will operate as a diversified fund and invest at least 65% of its total
assets in a portfolio of equity securities. As a general matter, the Fund
expects these investments to earn income. The equity securities in which the
Fund may invest include common and preferred stocks, warrants, and convertible
securities. The Fund may invest the remainder of its assets in: corporate debt
securities of any maturity which, at the time of investment, are rated
investment grade (for example, rated at least BBB by Standard & Poor's Rating
Group or Baa by Moody's Investor Services) or have an equivalent rating by a
nationally recognized statistical rating agency, or of comparable quality if
unrated; U.S. Government securities; money market securities, certificates of
deposit, bankers acceptances and commercial paper; repurchase agreements; and
equity securities of foreign issuers. The Fund may also use options and futures
contracts involving securities, securities indices, interest rates and foreign
currencies.

         In choosing investments for the Fund, the Sub-Adviser employs a highly
disciplined, three-step investment process that seeks to identify growth at a
reasonable price. The three steps are:

         -        First, possible investments are identified through proprietary
                  quantitative screens that evaluate companies for growth and
                  valuation characteristics;

         -        Second, fundamental research of financial characteristics,
                  valuations and effects of macroeconomic trends on company
                  fundamentals is then conducted; and

         -        Third, risk controls are overlayed to monitor tracking error
                  and sector weightings relative to the benchmark.

         A more detailed discussion of the Principal Investment Strategies is
available in the SAI under "Investment Policies and Risks" section.

         PRINCIPAL RISKS. You could lose money on an investment in the Fund. An
investment in the Fund is not a bank deposit and is not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other government agency. The
Fund may be affected by the following risks, among others:

                                       11
<PAGE>   111
         -        Price Volatility. The value of the Fund changes as the prices
                  of its investments go up or down. Equity securities face
                  market, issuer and other risks, and their values may go up or
                  down, sometimes rapidly and unpredictably. Market risk is the
                  risk that securities may decline in value due to factors
                  affecting securities markets generally or particular
                  industries. Issuer risk is the risk that the value of a
                  security may decline for reasons relating to the issuer, such
                  as changes in the financial condition of the issuer. While
                  equities may offer the potential for greater long-term growth
                  than most debt securities, they generally have higher
                  volatility.

         -        Changes in Interest Rates. The Fund invests in securities that
                  produce income and therefore the value of its investments may
                  rise or fall in response to fluctuations in interest rates.
                  Generally, when interest rates increase, the value of income
                  producing securities may decrease, and when interest rates
                  decrease, the value of income producing securities may
                  increase.

         -        Market Trends. From time to time, the stock market may not
                  favor the income producing securities in which the Fund
                  invests. Rather, the market could favor non-income producing
                  large capitalization growth stocks, value stocks or small
                  company stocks, or may not favor equities at all.

         PERFORMANCE SUMMARY. The bar chart and table shown below give some
indication of the risks of an investment in the Fund by comparing the Fund's
performance with a broad measure of market performance. How the Fund has
performed in the past is not necessarily an indication of how the Fund will
perform in the future. Returns in the chart are provided for Class X shares
only. Sales loads are not reflected in the bar chart, and if sales loads were
reflected, returns would be less than those shown.

         (insert bar chart)

During the period shown in the bar chart, the highest return for a quarter was
xx.x% during the quarter ended ________, 1999 and the lowest return for a
quarter was xx.x% during the quarter ended ________, 1999.

                          Average Annual Total Returns
                      (for periods ended December 31, 1999)
<TABLE>
<CAPTION>
                                      One Year    Since Inception (Dec. 15, 1998)
- ---------------------------------------------------------------------------------
<S>                                   <C>          <C>
Class X Shares                         xx.x%                xx.x%
Standard & Poor's 500 Index *          xx.x%                xx.x%
Lipper Growth and Income               xx.x%                xx.x%
Fund Avg. **
- ---------------------------------------------------------------------------------
</TABLE>

*        The Standard & Poor's 500 Index is a widely recognized, unmanaged index
         of common stock prices.

**       The Lipper Growth and Income Fund Avg. represents the simple average of
         the annual returns of growth and income mutual funds tracked by Lipper
         Analytical Services, Inc.


ING MID CAP GROWTH FUND

         INVESTMENT OBJECTIVE. The Fund seeks to provide investors with
long-term capital appreciation.

         PRINCIPAL INVESTMENT STRATEGIES. Under normal market conditions, the
Fund will operate as a diversified fund and invest at least 65% of its total
assets in a portfolio of equity securities of companies 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. The
equity securities in which the Fund may invest include common and preferred
stocks, warrants, and convertible securities. The Fund may invest the remainder
of its assets in: equity securities of companies of any size; corporate debt
securities of any maturity which, at the time of investment, are rated A or
better by Standard & Poor's Rating Group or


                                       12
<PAGE>   112
Moody's Investor Services or have an equivalent rating by a nationally
recognized statistical rating agency, or of comparable quality if unrated; U.S.
Government securities; money market securities, certificates of deposit, bankers
acceptances and commercial paper; repurchase agreements; and equity securities
of foreign issuers. The Fund may also use options and futures contracts
involving securities, securities indices, interest rates and foreign currencies.

         In choosing investments for the Fund, the Sub-Adviser employs a highly
disciplined investment process combining technical analysis and fundamental
research that seeks to identify companies with superior growth characteristics.
The Sub-Adviser also follows certain self-imposed criteria in an attempt to
manage risk.

         QUANTITATIVE ANALYSIS evaluates stocks based on:

         -        Market capitalizations

         -        Minimum stock price

         -        Trading history

         -        Trading volume

         -        Earnings growth

         -        Relative financial strength

         FUNDAMENTAL RESEARCH of individual companies emphasizes:

         -        Sustainable earnings growth

         -        Strong balance sheets

         -        Cash flow characteristics

         -        Reasonable valuations

         -        Quality management

         RISK MANAGEMENT discipline stresses:

         -        Remaining fully invested at all times

         -        Broad diversification among securities and industries

         -        Avoidance of IPOs and "concept high fliers"

         -        Strict adherence to established buy and sell criteria

         A more detailed discussion of the Principal Investment Strategies is
available in the SAI under "Investment Policies and Risks" section.

         PRINCIPAL RISKS. You could lose money on an investment in the Fund. An
investment in the Fund is not a bank deposit and is not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other government agency. The
Fund may be affected by the following risks, among others:

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

         -        Market Trends. From time to time, the stock market may not
                  favor the mid-capitalization company, growth-oriented
                  securities in which the Fund invests. Rather, the market could
                  favor value stocks or stocks of larger or smaller companies,
                  or may not favor equities at all.

         PERFORMANCE SUMMARY. The bar chart and table shown below give some
indication of the risks of an investment in the Fund by comparing the Fund's
performance with a broad measure of market performance. How the Fund has
performed in the past is not necessarily an indication of how the Fund will


                                       13
<PAGE>   113
perform in the future. Returns in the chart are provided for Class X shares
only. Sales loads are not reflected in the bar chart, and if sales loads were
reflected, returns would be less than those shown.

         (insert bar chart)

During the period shown in the bar chart, the highest return for a quarter was
xx.x% during the quarter ended ________, 1999 and the lowest return for a
quarter was xx.x% during the quarter ended ________, 1999.

                          Average Annual Total Returns
                      (for periods ended December 31, 1999)
<TABLE>
<CAPTION>
                                 One Year    Since Inception (Dec. 15, 1998)
- ------------------------------------------------------------------------------
<S>                              <C>         <C>
Class X Shares                    xx.x%                   xx.x%
Russell Midcap Growth Index*      xx.x%                   xx.x%
Lipper Mid Cap Fund Avg. **       xx.x%                   xx.x%
- ------------------------------------------------------------------------------
</TABLE>

*        The Russell Midcap Growth Index measures the performance of midcap
         companies with higher price-to-book ratios and higher forecasted growth
         values.

**       The Lipper Mid Cap Fund Avg. represents the simple average of the
         annual returns of mid-capitalization mutual funds tracked by Lipper
         Analytical Services, Inc.


ING SMALL CAP GROWTH FUND

         INVESTMENT OBJECTIVE. The Fund seeks to provide investors with
long-term capital appreciation.

         PRINCIPAL INVESTMENT STRATEGIES. Under normal market conditions, the
Fund will operate as a diversified fund and invest at least 65% of its total
assets in a portfolio of equity securities of smaller companies (that is,
companies with market capitalizations falling within the Russell 2500 Growth
Index at the time of acquisition), which in the Sub-Adviser's opinion possess
growth potential. The equity securities in which the Fund may invest include
common and preferred stocks, warrants, and convertible securities. The Fund may
invest the remainder of its assets in: equity securities of companies of any
size; corporate debt securities of any maturity which, at the time of
investment, are rated investment grade (for example, rated at least BBB by
Standard & Poor's Rating Group or Baa by Moody's Investor Services) or have an
equivalent rating by a nationally recognized statistical rating agency, or of
comparable quality if unrated; U.S. Government securities; money market
securities, certificates of deposit, bankers acceptances and commercial paper;
repurchase agreements; and equity securities of foreign issuers. The Fund may
also use options and futures contracts involving securities, securities indices,
interest rates and foreign currencies.

         In choosing investments for the Fund, the Sub-Adviser employs a
disciplined investment process that combines economic analysis and extensive
company research to identify companies with superior long-term growth potential.
The investment strategy of the Sub-Adviser is as follows:

         -        Top-down economic and business analysis is used to develop
                  themes to use in the development of the overall portfolio,
                  which in turn helps identify specific stocks to consider.

         -        Bottom-up company analysis is used to select the holdings for
                  the Fund. A review of a firm's business model and management
                  is conducted, as well as holding one-on-one meetings with
                  senior executives of the firms. A valuation process is also
                  applied to focus on a company's price-to-earnings ratios,
                  earnings forecasts and cash flow.

         -        Stocks that do not meet the expectations of the manager,
                  either due to earnings disappointments or earnings that do not
                  meet the manager's criteria, will be sold.

                                       14
<PAGE>   114
         A more detailed discussion of the Principal Investment Strategies is
available in the SAI under "Investment Policies and Risks" section.

         PRINCIPAL RISKS. You could lose money on an investment in the Fund. An
investment in the Fund is not a bank deposit and is not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other government agency. The
Fund may be affected by the following risks, among others:

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

         -        Small Companies. Investments in small 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 may be subject to more
                  abrupt or erratic market movements than securities of larger,
                  more established growth companies.

         -        Market Trends. From time to time, the stock market may not
                  favor the small company, growth-oriented securities in which
                  the Fund invests. Rather, the market could favor value stocks
                  or large company stocks, or may not favor equities at all.

         PERFORMANCE SUMMARY. The bar chart and table shown below give some
indication of the risks of an investment in the Fund by comparing the Fund's
performance with a broad measure of market performance. How the Fund has
performed in the past is not necessarily an indication of how the Fund will
perform in the future. Returns in the chart are provided for Class X shares
only. Sales loads are not reflected in the bar chart, and if sales loads were
reflected, returns would be less than those shown.

         (insert bar chart)

During the period shown in the bar chart, the highest return for a quarter was
xx.x% during the quarter ended ________, 1999 and the lowest return for a
quarter was xx.x% during the quarter ended ________, 1999.

                          Average Annual Total Returns
                      (for periods ended December 31, 1999)
<TABLE>
<CAPTION>
                                  One Year   Since Inception (Dec. 15, 1998)
- -----------------------------------------------------------------------------
<S>                               <C>        <C>
Class X Shares                     xx.x%                 xx.x%
Russell 2500 Growth Index *        xx.x%                 xx.x%
Lipper Small Cap Fund Avg. **      xx.x%                 xx.x%
- -----------------------------------------------------------------------------
</TABLE>

*        The Russell 2500 Growth Index measures the performance of small cap
         companies with lower price-to-book ratios and lower forecasted growth
         values.

**       The Lipper Small Cap Fund Avg. represents the simple average of the
         annual returns of small-capitalization mutual funds tracked by Lipper
         Analytical Services, Inc.


                                       15
<PAGE>   115
ING GLOBAL BRAND NAMES FUND

         INVESTMENT OBJECTIVE. The Fund seeks to provide investors with
long-term capital appreciation.

         PRINCIPAL INVESTMENT STRATEGIES. Under normal market conditions, the
Fund will operate as a non-diversified fund and invest at least 65% of its total
assets in a portfolio of equity securities of companies 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. This portion of the portfolio will have investments
located in at least three different countries including the United States.

         The equity securities in which the Fund may invest include common and
preferred stocks, warrants, and convertible securities. The Fund may invest the
remainder of its assets in: corporate debt securities of any maturity which, at
the time of investment, are rated investment grade (for example, rated at least
BBB by Standard & Poor's Rating Group or Baa by Moody's Investor Services) or
have an equivalent rating by a nationally recognized statistical rating agency,
or of comparable quality if unrated; U.S. Government securities; money market
securities, certificates of deposit, bankers acceptances and commercial paper;
and repurchase agreements. The Fund may also use options and futures contracts
involving securities, securities indices, interest rates and foreign currencies.

         In choosing investments for the Fund, the Sub-Adviser believes that
well-established companies with strong brand names offer the following
investment advantages:

               -    First, demand for brand name products should rise as global
                    consumer tastes become more homogenous;

               -    Second, economies of scale enhance profit potential;

               -    Third, perception of product quality and reliability
                    facilitates sales;

               -    Fourth, greater recognition leads to brand loyalty; and o
                    Finally, brand extensions provide opportunities for growth.

         The Sub-Adviser employs a two-tiered approach to structuring the Fund's
portfolio. The first tier, which will comprise about 75% of the portfolio, is
composed of core stocks with stable earnings development, low cyclicality, large
market capitalizations and longer-term investment horizons. The second tier,
which will comprise about 25% of the portfolio, is composed of companies
possessing higher cyclicality, smaller market capitalizations and shorter-term
investment horizons. This second tier is expected to provide the Fund with
shorter-term performance benefits.

         A more detailed discussion of the Principal Investment Strategies is
available in the SAI under "Investment Policies and Risks" section.

         PRINCIPAL RISKS. You could lose money on an investment in the Fund. An
investment in the Fund is not a bank deposit and is not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other government agency. The
Fund may be affected by the following risks, among others:

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

          -    Market Trends. From time to time, the stock market may not favor
               the securities in which the Fund invests. Rather, the market
               could favor value stocks or small company stocks, or may not
               favor equities at all.

                                       16
<PAGE>   116
          -    Risks of Foreign Investing. Foreign investments may be riskier
               than U.S. investments for many reasons, including changes in
               currency exchange rates, unstable political and economic
               conditions, possible security illiquidity, a lack of adequate
               company information, differences in the way securities markets
               operate, less secure foreign banks or securities depositories
               than those in the U.S., and foreign controls on investment.

          -    Lack of Diversification. The Fund is classified as a
               non-diversified investment company, which means that, compared
               with other funds, the Fund may invest a greater percentage of its
               assets in a particular 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.

         PERFORMANCE SUMMARY. The bar chart and table shown below give some
indication of the risks of an investment in the Fund by comparing the Fund's
performance with a broad measure of market performance. How the Fund has
performed in the past is not necessarily an indication of how the Fund will
perform in the future. Returns in the chart are provided for Class X shares
only. Sales loads are not reflected in the bar chart, and if sales loads were
reflected, returns would be less than those shown.

         (insert bar chart)

During the period shown in the bar chart, the highest return for a quarter was
xx.x% during the quarter ended ________, 1999 and the lowest return for a
quarter was xx.x% during the quarter ended ________, 1999.

                          Average Annual Total Returns
                      (for periods ended December 31, 1999)
<TABLE>
<CAPTION>
                                 One Year      Since Inception (Dec. 15, 1998)
- ---------------------------------------------------------------------------------
<S>                              <C>           <C>
Class X Shares                    xx.x%                     xx.x%
MSCI World Index *                xx.x%                     xx.x%
Lipper Global Fund Avg. **        xx.x%                     xx.x%
- ---------------------------------------------------------------------------------
</TABLE>

*    The MSCI World Index is a widely recognized, unmanaged index of developed
     stock markets around the world.

**   The Lipper Global Fund Avg. represents the simple average of the annual
     returns of global mutual funds tracked by Lipper Analytical Services, Inc.

ING INTERNATIONAL EQUITY FUND

          INVESTMENT OBJECTIVE. The Fund seeks to provide investors with
long-term capital appreciation.

         PRINCIPAL INVESTMENT STRATEGIES. Under normal market conditions, the
Fund will operate as a diversified fund and invest at least 65% of its total
assets in a portfolio of equity securities of issuers organized or having a
majority of their assets in or deriving a majority of their operating income in
any country throughout the world, not including the United States. This portion
of the portfolio will have investments in at least seven different countries.
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 the Fund may only be made through investments in
closed-end investment companies that in turn are authorized to invest in the
securities of such countries.

         The equity securities in which the Fund may invest include common and
preferred stocks, warrants, and convertible securities. The Fund may invest the
remainder of its assets in: equity securities of issuers located anywhere in the
world, including the United States; corporate debt securities of any maturity
which, at the time of investment, are rated at least AA+ by Standard & Poor's
Rating Group or Aa2 by Moody's Investor Services or have an equivalent rating by
a nationally recognized statistical rating agency, or of comparable quality if
unrated; U.S. Government securities; money market securities,


                                       17
<PAGE>   117
certificates of deposit, bankers acceptances and commercial paper;
and repurchase agreements. The Fund may also use options and futures contracts
involving securities, securities indices, interest rates and foreign currencies.

In choosing investments for the Fund, the Sub-Advisers employ a highly
disciplined, four-step investment process combining top-down country allocations
with bottom-up fundamental research that seeks to identify companies which will
provide superior relative returns. The four steps are:

               -    First, quantitative analysis and fundamental research are
                    employed to determine regional equity selection;

               -    Second, allocations and weightings are determined consistent
                    with the Sub-Advisers' outlook;

               -    Third, portfolio stock selection within the selected
                    geographical sectors based on comprehensive fundamental
                    analysis is performed; and

               -    Finally, internal control methods are used with proprietary
                    software for cost-efficient trade execution.

         A more detailed discussion of the Principal Investment Strategies is
available in the SAI under "Investment Policies and Risks" section.

         PRINCIPAL RISKS. You could lose money on an investment in the Fund. An
investment in the Fund is not a bank deposit and is not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other government agency. The
Fund may be affected by the following risks, among others:

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

          -    Market Trends. From time to time, the stock market may not favor
               the securities in which the Fund invests. For example, the market
               could favor stocks in markets to which the Fund is not exposed,
               or may not favor equities at all.

          -    Risks of Foreign Investing. Foreign investments may be riskier
               than U.S. investments for many reasons, including changes in
               currency exchange rates, unstable political and economic
               conditions, possible security illiquidity, a lack of adequate
               company information, differences in the way securities markets
               operate, less secure foreign banks or securities depositories
               than those in the U.S., and foreign controls on investment. To
               the extent the Fund invests in emerging markets countries, the
               risks may be greater, partly because emerging market countries
               may be less politically and economically stable than other
               countries. It may also be more difficult to buy and sell
               securities in emerging market countries.

         PERFORMANCE SUMMARY. The bar chart and table shown below give some
indication of the risks of an investment in the Fund by comparing the Fund's
performance with a broad measure of market performance. How the Fund has
performed in the past is not necessarily an indication of how the Fund will
perform in the future. Returns in the chart are provided for Class X shares
only. Sales loads are not reflected in the bar chart, and if sales loads were
reflected, returns would be less than those shown.

         (insert bar chart)

During the period shown in the bar chart, the highest return for a quarter was
xx.x% during the quarter ended ________, 1999 and the lowest return for a
quarter was xx.x% during the quarter ended ________, 1999.

                                       18
<PAGE>   118
                          Average Annual Total Returns
                      (for periods ended December 31, 1999)
<TABLE>
<CAPTION>

                                        One Year     Since Inception (Dec. 15, 1998)
- ---------------------------------------------------------------------------------------
<S>                                     <C>          <C>
Class X Shares                           xx.x%                    xx.x%
MSCI EAFE Index *                        xx.x%                    xx.x%
Lipper International Fund Avg. **        xx.x%                    xx.x%
- ---------------------------------------------------------------------------------------
</TABLE>

*    The MSCI EAFE Index is a widely recognized, unmanaged index of developed
     stock markets in Europe, Australasia and the Far East.

**   The Lipper International Fund Avg. represents the simple average of the
     annual returns of international mutual funds tracked by Lipper Analytical
     Services, Inc.


ING EUROPEAN EQUITY FUND

          INVESTMENT OBJECTIVE. The Fund seeks to provide investors with
long-term capital appreciation.

         PRINCIPAL INVESTMENT STRATEGIES. Under normal market conditions, the
Fund will operate as a diversified fund and invest at least 65% of its total
assets in a portfolio of equity securities of European issuers. The Sub-Adviser
considers European issuers to be companies whose securities are principally
traded in the European capital markets, that derive at least 50% of their total
revenues 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.

         The equity securities in which the Fund may invest include common and
preferred stocks, warrants, and convertible securities. The Fund may invest the
remainder of its assets in: issuers located in any country throughout the world;
corporate debt securities of any maturity which, at the time of investment, are
rated investment grade (for example, rated at least BBB by Standard & Poor's
Rating Group or Baa by Moody's Investor Services) or have an equivalent rating
by a nationally recognized statistical rating agency, or of comparable quality
if unrated; U.S. Government securities; money market securities, certificates of
deposit, bankers acceptances and commercial paper; and repurchase agreements.
The Fund may also sell securities short and may use options and futures
contracts involving securities, securities indices, interest rates and foreign
currencies.

         In choosing investments for the Fund, the Sub-Adviser employs a highly
disciplined, five-step investment process that seeks to identify underpriced
earnings growth in European companies. The five steps are:

               -    First, liquidity screens rank stocks according to trading
                    volume and relative liquidity.

               -    Second, attractiveness screens are used to prioritize
                    further fundamental research.

               -    Third, fundamental analysis of cyclical and non-cyclical
                    market sectors and companies is used to assess the degree of
                    underpriced earnings or cash flow growth.

               -    Fourth, portfolio weightings are determined within each
                    sector.

               -    Finally, risk controls provide ongoing monitoring of
                    risk-reward relationships.

         A more detailed discussion of the Principal Investment Strategies is
available in the SAI under "Investment Policies and Risks" section.

         PRINCIPAL RISKS. You could lose money on an investment in the Fund. An
investment in the Fund is not a bank deposit and is not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other government agency. The
Fund may be affected by the following risks, among others:

                                       19
<PAGE>   119
          -    Price Volatility. The value of the Fund changes as the prices of
               its investments go up or down. Equity securities face market,
               issuer and other risks, and their values may go up or down,
               sometimes rapidly and unpredictably. Market risk is the risk that
               securities may decline in value due to factors affecting
               securities markets generally or particular industries. Issuer
               risk is the risk that the value of a security may decline for
               reasons relating to the issuer, such as changes in the financial
               condition of the issuer. While equities may offer the potential
               for greater long-term growth than most debt securities, they
               generally have higher volatility.

          -    Market Trends. From time to time, the stock market may not favor
               the securities in which the Fund invests. For example, the market
               could favor value stocks or stocks in markets to which the Fund
               is not exposed, or may not favor equities at all.

          -    Risks of Foreign Investing. Foreign investments may be riskier
               than U.S. investments for many reasons, including changes in
               currency exchange rates, unstable political and economic
               conditions, possible security illiquidity, a lack of adequate
               company information, differences in the way securities markets
               operate, less secure foreign banks or securities depositories
               than those in the U.S., and foreign controls on investment. To
               the extent the Fund invests in emerging markets countries, the
               risks may be greater, partly because emerging market countries
               may be less politically and economically stable than other
               countries. It may also be more difficult to buy and sell
               securities in emerging market countries.

         PERFORMANCE SUMMARY. The bar chart and table shown below give some
indication of the risks of an investment in the Fund by comparing the Fund's
performance with a broad measure of market performance. How the Fund has
performed in the past is not necessarily an indication of how the Fund will
perform in the future. Returns in the chart are provided for Class X shares
only. Sales loads are not reflected in the bar chart, and if sales loads were
reflected, returns would be less than those shown.

         (insert bar chart)

During the period shown in the bar chart, the highest return for a quarter was
xx.x% during the quarter ended ________, 1999 and the lowest return for a
quarter was xx.x% during the quarter ended ________, 1999.

                          Average Annual Total Returns
                      (for periods ended December 31, 1999)

<TABLE>
<CAPTION>
                                       One Year      Since Inception (Dec. 15, 1998)
- ---------------------------------------------------------------------------------------
<S>                                    <C>           <C>
Class X Shares                          xx.x%                     xx.x%
FT-Europe Index *                       xx.x%                     xx.x%
Lipper Euro Region Fund Avg. **         xx.x%                     xx.x%
- ---------------------------------------------------------------------------------------
</TABLE>

*    The FT-Europe Index is a widely recognized, unmanaged index of European
     stock markets.

**   The Lipper Euro Region Fund Avg. represents the simple average of the
     annual returns of European region mutual funds tracked by Lipper Analytical
     Services, Inc.

ING TAX EFFICIENT EQUITY FUND

          INVESTMENT OBJECTIVE. The Fund seeks to provide taxable investors with
a high total return on an after-tax basis.

         PRINCIPAL INVESTMENT STRATEGIES. Under normal market conditions, the
Fund will operate as a diversified fund and invest at least 80% of its total
assets in a portfolio of equity securities whose returns depend upon stock
market prices. The Sub-Adviser will manage the Fund's portfolio in a manner that
will attempt to 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.

                                       20
<PAGE>   120
         The equity securities in which the Fund may invest include common and
preferred stocks, warrants, and convertible securities. The Fund may invest the
remainder of its assets in: corporate debt securities of any maturity which, at
the time of investment, are rated investment grade (for example, rated at least
BBB by Standard & Poor's Rating Group or Baa by Moody's Investor Services) or
have an equivalent rating by a nationally recognized statistical rating agency,
or of comparable quality if unrated; U.S. Government securities; money market
securities, certificates of deposit, bankers acceptances and commercial paper;
repurchase agreements; and equity securities of foreign issuers. The Fund may
also use options and futures contracts involving securities, securities indices,
interest rates and foreign currencies.

         In choosing investments for the Fund, the Sub-Adviser employs a highly
disciplined investment process, combining macroeconomic analysis and fundamental
company research that seeks to identify growth at a reasonable price:

               -    TOP-DOWN BUSINESS ENVIRONMENT ANALYSIS determines the
                    outlook for market sectors and industries based on business
                    cycle characteristics.

               -    BOTTOM-UP COMPANY ANALYSIS searches for companies with
                    improving fundamentals and accelerating growth.

               -    VALUATION DISCIPLINE assesses company stock prices relative
                    to their expected earnings growth rates and to the overall
                    equity markets.

         The Sub-Adviser attempts to minimize tax consequences to investors by
focusing on non-dividend paying or low-dividend paying stocks and by reducing
annual portfolio turnover.

         A more detailed discussion of the Principal Investment Strategies is
available in the SAI under "Investment Policies and Risks" section.

         PRINCIPAL RISKS. You could lose money on an investment in the Fund. An
investment in the Fund is not a bank deposit and is not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other government agency. The
Fund may be affected by the following risks, among others:

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

          -    Market Trends. From time to time, the stock market may not favor
               the securities in which the Fund invests. For example, the market
               could favor value stocks or small company stocks, or may not
               favor equities at all.

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

         PERFORMANCE SUMMARY. The bar chart and table shown below give some
indication of the risks of an investment in the Fund by comparing the Fund's
performance with a broad measure of market performance. How the Fund has
performed in the past is not necessarily an indication of how the Fund will
perform in the future. Returns in the chart are provided for Class X shares
only. Sales loads are not reflected in the bar chart, and if sales loads were
reflected, returns would be less than those shown.

         (insert bar chart)

                                       21
<PAGE>   121
During the period shown in the bar chart, the highest return for a quarter was
xx.x% during the quarter ended ________, 1999 and the lowest return for a
quarter was xx.x% during the quarter ended ________, 1999.


                          Average Annual Total Returns
                      (for periods ended December 31, 1999)
<TABLE>
<CAPTION>
                                       One Year      Since Inception (Dec. 15, 1998)
- ------------------------------------------------------------------------------------
<S>                                    <C>           <C>
Class X Shares                          xx.x%                     xx.x%
Standard & Poor's 500 Index *           xx.x%                     xx.x%
Lipper Growth Fund Avg. **              xx.x%                     xx.x%
- ------------------------------------------------------------------------------------
</TABLE>

*    The Standard and Poor's 500 Index is a widely recognized, unmanaged index
     of common stock prices.

**   The Lipper Growth Fund Avg. represents the simple average of the annual
     returns of growth mutual funds tracked by Lipper Analytical Services, Inc.

ING TAX EFFICIENT EQUITY VALUE FUND

          INVESTMENT OBJECTIVE. The Fund seeks to provide taxable investors with
a high total return on an after-tax basis.

         PRINCIPAL INVESTMENT STRATEGIES. Under normal market conditions, the
Fund will operate as a diversified fund and invest at least 80% of its total
assets in a portfolio of equity securities determined by the Sub-Advisers to be
undervalued in the marketplace and whose returns depend upon stock market
prices. Such companies generally will have one or more of the following
attributes: (i) valuable fixed assets; (ii) valuable consumer or commercial
franchises; (iii) selling at low market valuations of assets relative to the
securities market in general, or companies that may currently be earning a very
low return on assets but which have the potential to earn higher returns if
conditions in the industry improve; (iv) are undervalued in relation to their
potential for growth in earnings, dividends, and book value; or (v) have
recently changed management or control and have the potential for a "turnaround"
in earnings. The Sub-Advisers will manage the Fund's portfolio in a manner that
will attempt to defer the realization of accrued capital gains. An emphasis will
be placed on common stocks of companies which the Sub-Advisers believe to have
superior appreciation potential.

         The equity securities in which the Fund may invest include common and
preferred stocks, warrants, and convertible securities. The Fund may invest the
remainder of its assets in: corporate debt securities of any maturity which, at
the time of investment, are rated investment grade (for example, rated at least
BBB by Standard & Poor's Rating Group or Baa by Moody's Investor Services) or
have an equivalent rating by a nationally recognized statistical rating agency,
or of comparable quality if unrated; U.S. Government securities; money market
securities, certificates of deposit, bankers acceptances and commercial paper;
repurchase agreements; and equity securities of foreign issuers. The Fund may
also use options and futures contracts involving securities, securities indices,
interest rates and foreign currencies.

         In choosing investments for the Fund, the Sub-Advisers employ a highly
disciplined investment process, combining macroeconomic analysis and fundamental
company research that seeks to identify undervalued companies:

               -    TOP-DOWN BUSINESS ENVIRONMENT ANALYSIS determines the
                    outlook for market sectors and industries based on business
                    cycle characteristics.

               -    BOTTOM-UP COMPANY ANALYSIS searches for companies with
                    improving fundamentals and accelerating growth.

               -    VALUATION DISCIPLINE assesses company stock prices relative
                    to their expected earnings growth rates and to the overall
                    equity markets.

                                       22
<PAGE>   122
         The Sub-Advisers attempt to minimize tax consequences to investors by
focusing on non-dividend paying or low-dividend paying stocks and by reducing
annual portfolio turnover.

         A more detailed discussion of the Principal Investment Strategies is
available in the SAI under "Investment Policies and Risks" section.

         PRINCIPAL RISKS. You could lose money on an investment in the Fund. An
investment in the Fund is not a bank deposit and is not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other government agency. The
Fund may be affected by the following risks, among others:

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

          -    Market Trends. From time to time, the stock market may not favor
               the securities in which the Fund invests. For example, the market
               could favor growth stocks or small company stocks, or may not
               favor equities at all.

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

         PERFORMANCE SUMMARY. Performance information is only shown for those
Funds which have had a full calendar year of operations. Since the ING Tax
Efficient Equity Value Fund has not yet commenced operations, there is no
performance information included in this Prospectus.


ING FOCUS FUND

          INVESTMENT OBJECTIVE. The Fund seeks to provide investors with
long-term capital appreciation.

         PRINCIPAL INVESTMENT STRATEGIES. Under normal market conditions, the
Fund will operate as a non-diversified fund and invest in a portfolio of 20 to
40 equity securities. The equity securities in which the Fund may invest include
common and preferred stocks, warrants, and convertible securities. The Fund may
invest the remainder of its assets in: corporate debt securities of any maturity
which, at the time of investment, are rated A or better by Standard & Poor's
Rating Group or Moody's Investor Services or have an equivalent rating by a
nationally recognized statistical rating agency, or of comparable quality if
unrated; U.S. Government securities; money market securities, certificates of
deposit, bankers acceptances and commercial paper; repurchase agreements; and
equity securities of foreign issuers. The Fund may also use options and futures
contracts involving securities, securities indices, interest rates and foreign
currencies.

         The Sub-Adviser seeks to invest the Fund in growth companies that are
positioned to benefit from capitalizing on significant industry, regulatory,
technological, and ownership changes. To find such companies, the Sub-Adviser
looks for management teams with entrepreneurial spirit and a proven talent for
creating value, with a focus on industries expected to drive change in other
industries (for example, technology and financial services). The Sub-Adviser's
investment strategy incorporates the following elements:

               -    Bottom-up, fundamental research seeks to identify investment
                    themes expected to improve returns on capital and drive
                    earnings growth.

                                       23
<PAGE>   123
               -    Analysis of individual companies identifies critical
                    variables, including:
                    -- Business characteristics, including industry structure
                       and trends
                    -- Financial performance, both historical and projected
                    -- Valuations in both absolute and relative terms

               -    Ongoing monitoring of companies tracks changes in critical
                    variables as well as price fluctuations.

               -    Risk management discipline specifies limits on individual
                    holdings and sector concentrations.

         A more detailed discussion of the Principal Investment Strategies is
available in the SAI under "Investment Policies and Risks" section.

         PRINCIPAL RISKS. You could lose money on an investment in the Fund. An
investment in the Fund is not a bank deposit and is not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other government agency. The
Fund may be affected by the following risks, among others:

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

          -    Market Trends. From time to time, the stock market may not favor
               the growth-oriented securities in which the Fund invests. Rather,
               the market could favor value stocks or small company stocks, or
               may not favor equities at all.

          -    Lack of Diversification. The Fund is classified as a
               non-diversified investment company, which means that, compared
               with other funds, the Fund may invest a greater percentage of its
               assets in a particular 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.

         PERFORMANCE SUMMARY. The bar chart and table shown below give some
indication of the risks of an investment in the Fund by comparing the Fund's
performance with a broad measure of market performance. How the Fund has
performed in the past is not necessarily an indication of how the Fund will
perform in the future. Returns in the chart are provided for Class X shares
only. Sales loads are not reflected in the bar chart, and if sales loads were
reflected, returns would be less than those shown.

         (insert bar chart)

During the period shown in the bar chart, the highest return for a quarter was
xx.x% during the quarter ended ________, 1999 and the lowest return for a
quarter was xx.x% during the quarter ended ________, 1999.

                          Average Annual Total Returns
                      (for periods ended December 31, 1999)
<TABLE>
<CAPTION>
                                       One Year        Since Inception (Dec. 15, 1998)
- --------------------------------------------------------------------------------------
<S>                                    <C>             <C>
Class X Shares                          xx.x%                       xx.x%
Russell 1000 Index *                    xx.x%                       xx.x%
Multi-Cap Growth Fund Avg. **           xx.x%                       xx.x%
- --------------------------------------------------------------------------------------
</TABLE>

                                       24
<PAGE>   124
*    The Russell 1000 Index measures the performance of the 1,000 largest U.S.
     companies based on total market capitalization, which represents greater
     than 90% of the investable U.S. equity market.

**   The Multi-Cap Growth Fund Avg. represents the simple average of the annual
     returns of capital appreciation mutual funds tracked by Lipper Analytical
     Services, Inc.

ING GLOBAL INFORMATION TECHNOLOGY FUND

         INVESTMENT OBJECTIVE. The Fund seeks to provide investors with
long-term capital appreciation.

         PRINCIPAL INVESTMENT STRATEGIES. Under normal market conditions, the
Fund will operate as a diversified fund and invest at least 65% of its total
assets in a portfolio of equity securities of information technology companies.
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. This portion
of the portfolio will have investments located in at least three different
countries, including the United States.

         The equity securities in which the Fund may invest include common and
preferred stocks, warrants, and convertible securities. The Fund may invest the
remainder of its assets in: corporate debt securities of any maturity which, at
the time of investment, are rated investment grade (for example, rated at least
BBB by Standard & Poor's Rating Group or Baa by Moody's Investor Services) or
have an equivalent rating by a nationally recognized statistical rating agency,
or of comparable quality if unrated; U.S. Government securities; money market
securities, certificates of deposit, bankers acceptances and commercial paper;
and repurchase agreements. The Fund may also use options and futures contracts
involving securities, securities indices, interest rates and foreign currencies.

         The Sub-Adviser believes that because of rapid advances in information
technology, investment in companies within this sector should offer substantial
opportunities for long-term capital appreciation. 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 capitalization 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 investments are 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 the 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.

         The Sub-Adviser combines broad industry analysis and bottom-up company
analysis to identify the stocks of companies it believes will become tomorrow's
technology leaders. In choosing investments for the Fund, the Sub-Adviser first
identifies themes that address industry and technological changes, such as:
shortage of bandwidth; the demand for systems management; specialized
outsourcing; the need for security; growth of the internet; and opportunities
for electronic commerce. Using intensive fundamental research, the Sub-Adviser
then analyzes individual companies worldwide to find those firms most likely to
benefit from the selected investment themes.

         A more detailed discussion of the Principal Investment Strategies is
available in the SAI under "Investment Policies and Risks" section.

         PRINCIPAL RISKS. You could lose money on an investment in the Fund. An
investment in the Fund is not a bank deposit and is not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other government agency. The
Fund may be affected by the following risks, among others:

     -    Price Volatility. The value of the Fund changes as the prices of its
          investments go up or down. Equity securities face market, issuer and
          other risks, and their values may go up or down, sometimes rapidly and
          unpredictably. Market risk is the risk that securities may decline in
          value due to factors affecting securities markets generally or
          particular industries.

                                       25
<PAGE>   125
          Issuer risk is the risk that the value of a security may decline for
          reasons relating to the issuer, such as changes in the financial
          condition of the issuer. While equities may offer the potential for
          greater long-term growth than most debt securities, they generally
          have higher volatility.

     -    Market Trends. From time to time, the stock market may not favor the
          securities in which the Fund invests. For example, the market could
          favor value stocks or small company stocks, or may not favor equities
          at all.

     -    Risks of Foreign Investing. Foreign investments may be riskier than
          U.S. investments for many reasons, including changes in currency
          exchange rates, unstable political and economic conditions, possible
          security illiquidity, a lack of adequate company information,
          differences in the way securities markets operate, less secure foreign
          banks or securities depositories than those in the U.S., and foreign
          controls on investment.

     -    Industry Concentration. As a result of the Fund concentrating its
          assets in securities related to a particular industry, the Fund may be
          subject to greater market fluctuation than a fund which has securities
          representing a broader range of investment alternatives. Information
          technology companies are generally subject to the rate of change in
          technology, which is higher than other industries. In addition,
          products and services of companies engaged in the information
          technology sector are subject to relatively high risks of rapid
          obsolescence caused by scientific and technological advances. Swings
          in investor psychology or significant trading by large institutional
          investors can result in significant price fluctuations and stock price
          declines.

         PERFORMANCE SUMMARY. The bar chart and table shown below give some
indication of the risks of an investment in the Fund by comparing the Fund's
performance with a broad measure of market performance. How the Fund has
performed in the past is not necessarily an indication of how the Fund will
perform in the future. Returns in the chart are provided for Class X shares
only. Sales loads are not reflected in the bar chart, and if sales loads were
reflected, returns would be less than those shown.

         (insert bar chart)

During the period shown in the bar chart, the highest return for a quarter was
xx.x% during the quarter ended ________, 1999 and the lowest return for a
quarter was xx.x% during the quarter ended ________, 1999.

                          Average Annual Total Returns
                      (for periods ended December 31, 1999)
<TABLE>
<CAPTION>

                                       One Year     Since Inception (Dec. 15, 1998)
- -----------------------------------------------------------------------------------
<S>                                    <C>          <C>
Class X Shares                          xx.x%                    xx.x%
Goldman Sachs Technology                xx.x%                    xx.x%
Industry Composite Index *
Lipper Science & Technology             xx.x%                    xx.x%
Fund Avg. **
- -----------------------------------------------------------------------------------
</TABLE>

*    The Goldman Sachs Technology Industry Composite Index is a widely
     recognized, unmanaged index of technology stocks.

**   The Lipper Science & Technology Fund Avg. represents the simple average of
     the annual returns of science and technology mutual funds tracked by Lipper
     Analytical Services, Inc.

ING GLOBAL COMMUNICATIONS FUND

         INVESTMENT OBJECTIVE. The Fund seeks to provide investors with
long-term capital appreciation.

         PRINCIPAL INVESTMENT STRATEGIES. Under normal market conditions, the
Fund will operate as a diversified fund and invest at least 65% of its total
assets in a portfolio of equity securities of


                                       26
<PAGE>   126
communications companies. This portion of the portfolio will have investments
located in at least three different countries, including the United States.

         The Fund considers communications companies to be those which are
engaged primarily in designing, developing, operating, financing, manufacturing
or providing the following activities, products and services: communications
equipment and service (including equipment and services for both data and voice
transmission); electronic components and equipment; broadcast (including
television and radio, satellite, microwave and cable television); computer
equipment, mobile telecommunications and cellular radio and paging; electronic
mail; local and wide area networking and linkage of work and data processing
systems (collectively, "communications activities"). A "communications company"
is an entity in which (i) at least a majority of either its revenue or earnings
was derived from communications activities, or (ii) at least a majority of its
assets was devoted to communications activities based on the company's most
recent fiscal year.

         The equity securities in which the Fund may invest include common and
preferred stocks, warrants, and convertible securities. The Fund may invest the
remainder of its assets in: corporate debt securities of any maturity which, at
the time of investment, are rated investment grade (for example, rated at least
BBB by Standard & Poor's Rating Group or Baa by Moody's Investor Services) or
have an equivalent rating by a nationally recognized statistical rating agency,
or of comparable quality if unrated; U.S. Government securities; money market
securities, certificates of deposit, bankers acceptances and commercial paper;
and repurchase agreements. The Fund may also use options and futures contracts
involving securities, securities indices, interest rates and foreign currencies.

         The Sub-Adviser believes that because of rapid advances in
communications, investment in companies within this sector should offer
substantial opportunities for long-term capital appreciation. The communications
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 Sub-Adviser believes that the stocks of large
capitalization companies that are well established in the communications market
can be expected to grow with the market and will frequently be found in the
Fund's portfolio. The Fund's investments are 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 the 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.

         The Sub-Adviser combines broad industry analysis and bottom-up company
analysis to identify the stocks of companies it believes will become tomorrow's
communications leaders. In choosing investments for the Fund, the Sub-Adviser
first identifies themes that address industry and technological changes, such
as: [insert themes]. Using intensive fundamental research, the Sub-Adviser then
analyzes individual companies worldwide to find those firms most likely to
benefit from the selected investment themes.

         A more detailed discussion of the Principal Investment Strategies is
available in the SAI under "Investment Policies and Risks" section.

         PRINCIPAL RISKS. You could lose money on an investment in the Fund. An
investment in the Fund is not a bank deposit and is not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other government agency. The
Fund may be affected by the following risks, among others:

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

                                       27
<PAGE>   127
          -    Market Trends. From time to time, the stock market may not favor
               the securities in which the Fund invests. For example, the market
               could favor value stocks or small company stocks, or may not
               favor equities at all.

          -    Risks of Foreign Investing. Foreign investments may be riskier
               than U.S. investments for many reasons, including changes in
               currency exchange rates, unstable political and economic
               conditions, possible security illiquidity, a lack of adequate
               company information, differences in the way securities markets
               operate, less secure foreign banks or securities depositories
               than those in the U.S., and foreign controls on investment.

          -    Industry Concentration. As a result of the Fund concentrating its
               assets in securities related to a particular industry, the Fund
               may be subject to greater market fluctuation than a fund which
               has securities representing a broader range of investment
               alternatives. Information technology companies are generally
               subject to the rate of change in technology, which is higher than
               other industries. In addition, products and services of companies
               engaged in the information technology sector are subject to
               relatively high risks of rapid obsolescence caused by scientific
               and technological advances. Swings in investor psychology or
               significant trading by large institutional investors can result
               in significant price fluctuations and stock price declines.

          -    Governmental Regulation. Certain communications industries, such
               as the telecommunications industry, may be subject to greater
               governmental regulation than many other industries. Accordingly,
               such industries may be subject to changes in governmental
               policies and the need for regulatory approvals may have a
               material effect on the products and services offered. Telephone
               operating companies in the United States, for example, are
               subject to both federal and state regulation affecting permitted
               rates of return and the kinds of services that may be offered.

         PERFORMANCE SUMMARY. Performance information is only shown for those
Funds which have had a full calendar year of operations. Since the ING Global
Communications Fund has not yet commenced operations, there is no performance
information included in this Prospectus.


ING INTERNET FUND

         INVESTMENT OBJECTIVE. The Fund seeks to provide investors with
long-term capital appreciation.

         PRINCIPAL INVESTMENT STRATEGIES. Under normal market conditions, the
Fund will operate as a non-diversified fund and invest at least 65% of its total
assets in a portfolio of equity securities of U.S. and non-U.S. internet
technology companies. The Fund defines internet technology companies as those
companies with internet/virtual businesses or internet related consulting
businesses, or that derive a majority of their revenue from business operations
in internet related hardware, software or infrastructure industries.

         The equity securities in which the Fund may invest include common and
preferred stocks, warrants, and convertible securities. The Fund may invest the
remainder of its assets in: corporate debt securities of any maturity which, at
the time of investment, are rated investment grade (for example, rated at least
BBB by Standard & Poor's Rating Group or Baa by Moody's Investor Services) or
have an equivalent rating by a nationally recognized statistical rating agency,
or of comparable quality if unrated; U.S. Government securities; money market
securities, certificates of deposit, bankers acceptances and commercial paper;
and repurchase agreements. The Fund may also use options and futures contracts
involving securities, securities indices, interest rates and foreign currencies.

         The Sub-Adviser believes that the internet is in the early stages of a
period of promising growth. The internet has enabled companies to tap into new
markets, use new distribution channels and do business with end users of their
products all over the world without having to go through wholesalers and
distributors. The Sub-Adviser believes that investment in companies related to
the internet should offer


                                       28
<PAGE>   128
substantial opportunities for long-term capital appreciation. The Fund's
investments are 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.

         In choosing investments for the Fund, the Sub-Adviser first identifies
themes which it believes will drive the internet in the future. Then, by
conducting extensive fundamental research, the Sub-Adviser analyzes individual
companies worldwide to identify those firms that are most likely to benefit from
the selected investment themes.

         A more detailed discussion of the Principal Investment Strategies is
available in the SAI under "Investment Policies and Risks" section.

         PRINCIPAL RISKS. You could lose money on an investment in the Fund. An
investment in the Fund is not a bank deposit and is not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other government agency. The
Fund may be affected by the following risks, among others:

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

          -    Market Trends. From time to time, the stock market may not favor
               the securities in which the Fund invests. For example, the market
               could favor value stocks or non-internet technology company
               stocks, or may not favor equities at all.

          -    Risks of Foreign Investing. Foreign investments may be riskier
               than U.S. investments for many reasons, including changes in
               currency exchange rates, unstable political and economic
               conditions, possible security illiquidity, a lack of adequate
               company information, differences in the way securities markets
               operate, less secure foreign banks or securities depositories
               than those in the U.S., and foreign controls on investment.

          -    Lack of Diversification. The Fund is classified as a
               non-diversified investment company, which means that, compared
               with other funds, the Fund may invest a greater percentage of its
               assets in a particular 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.

          -    Industry Concentration. As a result of the Fund concentrating its
               assets in securities related to a particular industry, the Fund
               may be subject to greater market fluctuation than a fund which
               has securities representing a broader range of investment
               alternatives. Internet and internet-related companies are
               generally subject to the rate of change in technology, which is
               higher than other industries. In addition, products and services
               of companies engaged in internet and internet-related activities
               are subject to relatively high risks of rapid obsolescence caused
               by scientific and technological advances. Swings in investor
               psychology or significant trading by large institutional
               investors can result in significant price fluctuations and stock
               price declines.

         PERFORMANCE SUMMARY. Performance information is only shown for those
Funds which have had a full calendar year of operations. Since the ING Internet
Fund commenced operations on July 1, 1999, there is no performance information
included in this Prospectus.

                                       29
<PAGE>   129
ING TECHNOLOGY FUND

         INVESTMENT OBJECTIVE. The Fund seeks to provide investors with
long-term capital appreciation.

         PRINCIPAL INVESTMENT STRATEGIES. Under normal market conditions, the
Fund will operate as a non-diversified fund and invest at least 65% of its total
assets in a portfolio of equity securities of U.S. and non-U.S. internet
technology companies. The Fund defines internet technology companies as those
companies with internet/virtual businesses or internet related consulting
businesses, or that derive a majority of their revenue from business operations
in internet related hardware, software or infrastructure industries.

         The equity securities in which the Fund may invest include common and
preferred stocks, warrants, and convertible securities. The Fund may invest the
remainder of its assets in: corporate debt securities of any maturity which, at
the time of investment, are rated investment grade (for example, rated at least
BBB by Standard & Poor's Rating Group or Baa by Moody's Investor Services) or
have an equivalent rating by a nationally recognized statistical rating agency,
or of comparable quality if unrated; U.S. Government securities; money market
securities, certificates of deposit, bankers acceptances and commercial paper;
and repurchase agreements. The Fund may also use options and futures contracts
involving securities, securities indices, interest rates and foreign currencies.

         The Sub-Adviser believes that the internet is in the early stages of a
period of promising growth. The internet has enabled companies to tap into new
markets, use new distribution channels and do business with end users of their
products all over the world without having to go through wholesalers and
distributors. The Sub-Adviser believes that investment in companies related to
the internet should offer substantial opportunities for long-term capital
appreciation. The Fund's investments are 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.

         In choosing investments for the Fund, the Sub-Adviser first identifies
themes which it believes will drive the internet in the future. Then, by
conducting extensive fundamental research, the Sub-Adviser analyzes individual
companies worldwide to identify those firms that are most likely to benefit from
the selected investment themes.

         A more detailed discussion of the Principal Investment Strategies is
available in the SAI under "Investment Policies and Risks" section.

         PRINCIPAL RISKS. You could lose money on an investment in the Fund. An
investment in the Fund is not a bank deposit and is not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other government agency. The
Fund may be affected by the following risks, among others:

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

          -    Market Trends. From time to time, the stock market may not favor
               the securities in which the Fund invests. For example, the market
               could favor value stocks or non-internet technology company
               stocks, or may not favor equities at all.

          -    Risks of Foreign Investing. Foreign investments may be riskier
               than U.S. investments for many reasons, including changes in
               currency exchange rates, unstable political and economic


                                       30
<PAGE>   130
               conditions, possible security illiquidity, a lack of adequate
               company information, differences in the way securities markets
               operate, less secure foreign banks or securities depositories
               than those in the U.S., and foreign controls on investment.

          -    Lack of Diversification. The Fund is classified as a
               non-diversified investment company, which means that, compared
               with other funds, the Fund may invest a greater percentage of its
               assets in a particular 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.

          -    Industry Concentration. As a result of the Fund concentrating its
               assets in securities related to a particular industry, the Fund
               may be subject to greater market fluctuation than a fund which
               has securities representing a broader range of investment
               alternatives. Internet and internet-related companies are
               generally subject to the rate of change in technology, which is
               higher than other industries. In addition, products and services
               of companies engaged in internet and internet-related activities
               are subject to relatively high risks of rapid obsolescence caused
               by scientific and technological advances. Swings in investor
               psychology or significant trading by large institutional
               investors can result in significant price fluctuations and stock
               price declines.

         PERFORMANCE SUMMARY. Performance information is only shown for those
Funds which have had a full calendar year of operations. Since the ING
Technology Fund has not yet commenced operations, there is no performance
information included in this Prospectus.


ING BALANCED FUND

         INVESTMENT OBJECTIVE.  The Fund seeks to provide investors with high
total return.

         PRINCIPAL INVESTMENT STRATEGIES. The Fund primarily invests in a
combination of mid- and large-capitalization equity securities, intermediate
maturity fixed income securities and money market instruments. Equity
securities, which include common and preferred stocks, warrants and convertible
securities, are acquired for capital appreciation or a combination of capital
appreciation and income. Fixed income securities, which include investment grade
corporate debt obligations and U.S. Government securities, are acquired for
income and secondarily for capital appreciation. Money market instruments mature
in 13 months or less from the date of purchase and include U.S. Government
securities and corporate debt securities (including those subject to repurchase
agreements), certificates of deposit, bankers acceptances and commercial paper.
The Fund may also use options and futures contracts involving securities,
securities indices, interest rates and foreign currencies. The Fund will operate
as a diversified fund.

         The percentage of assets invested in equities, fixed income securities
and money market instruments will vary from time to time depending upon the
Sub-Adviser's judgment of general market and economic conditions, trends in
yields and interest rates and changes in fiscal or monetary policies. Depending
upon the Sub-Adviser's determination of market and economic conditions,
investment emphasis may be placed on equities or fixed income securities. The
allocation between equities and fixed income securities creates an opportunity
for investors to receive competitive returns of capital growth and income while
maintaining diversification. Under normal market conditions, the Fund will
invest at least 25% of its total assets in fixed income securities. The average
maturity of the fixed income securities held by the Fund will normally
approximate five years, although this will vary with changing market conditions.

         A more detailed discussion of the Principal Investment Strategies is
available in the SAI under "Investment Policies and Risks" section.

         PRINCIPAL RISKS. You could lose money on an investment in the Fund. An
investment in the Fund is not a bank deposit and is not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other government agency. The
Fund may be affected by the following risks, among others:

                                       31
<PAGE>   131
          -    Price Volatility. The value of the Fund changes as the prices of
               its investments go up or down.

          -    Risks of Equity Investments. Equity securities face market,
               issuer and other risks, and their values may go up or down,
               sometimes rapidly and unpredictably. Market risk is the risk that
               securities may decline in value due to factors affecting
               securities markets generally or particular industries. Issuer
               risk is the risk that the value of a security may decline for
               reasons relating to the issuer, such as changes in the financial
               condition of the issuer. While equities may offer the potential
               for greater long-term growth than most debt securities, they
               generally have higher volatility. Mid-capitalization stocks may
               experience greater volatility upon falling out of favor than
               large-capitalization stocks. In addition, when interest rates
               increase, the value of income producing equity securities may
               decrease.

          -    Risks of Fixed Income Investments. Fixed income securities held
               by the Fund are subject to a number of risks, including, but not
               limited to:

               Interest rate risk - In general, when interest rates go up,
               prices of fixed income securities go down.

               Default risk -- An issuer of a security may default on its
               obligation to pay principal and/or interest or have its credit
               rating downgraded.

               Call or prepayment risk -- An issuer of a security may prepay
               principal earlier than scheduled, which could force the Fund to
               reinvest in lower yielding securities.

               Extension risk -- Slower than expected principal payments on a
               mortgage-backed or asset-backed security may extend such
               security's life, thereby locking in a below-market interest rate,
               increasing the security's duration and reducing the value of the
               security.

          -    Allocation Risk. The Sub-Adviser's judgment about the
               attractiveness and risk adjusted return potential of particular
               asset classes may prove to be wrong. By utilizing the balanced
               approach described herein, the Fund's net asset value may not
               rise as rapidly or as much as the stock market during cycles of
               rising stock prices.

         PERFORMANCE SUMMARY. Performance information is only shown for those
Funds which have had a full calendar year of operations. Since the ING Balanced
Fund has not yet commenced operations, there is no performance information
included in this Prospectus.

ING EMERGING MARKETS EQUITY FUND

         INVESTMENT OBJECTIVE. The Fund seeks to provide investors with
long-term capital appreciation.

         PRINCIPAL INVESTMENT STRATEGIES. Under normal market conditions, the
Fund will operate as a diversified fund and invest at least 65% of its total
assets in a portfolio of equity securities of emerging market issuers. The Fund
will typically 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. 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 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. With respect to certain countries, investments by
the Fund may only be made through investments in closed-end investment companies
that in turn are authorized to invest in the securities of such countries.

                                       32
<PAGE>   132
         The equity securities in which the Fund may invest include common and
preferred stocks, warrants, and convertible securities. The Fund may invest the
remainder of its assets in: corporate debt securities of any maturity and
without regard to rating; U.S. Government securities; money market securities,
certificates of deposit, bankers acceptances and commercial paper; and
repurchase agreements. The Fund may also use options and futures contracts
involving securities, securities indices, interest rates and foreign currencies.

         In choosing investments for the Fund, the Sub-Advisers employ a highly
disciplined, four-step investment process that seeks to identify unrecognized
growth potential in stocks of emerging market issuers. The four steps are:

               -    First, quantitative analysis and fundamental research are
                    employed to determine regional equity selection;

               -    Second, allocations and weightings are determined consistent
                    with the Sub-Advisers' outlook;

               -    Third, portfolio stock selection within the selected
                    geographical sectors based on comprehensive fundamental
                    analysis is performed; and

               -    Finally, internal control methods are used with proprietary
                    software for cost-efficient trade execution.

         A more detailed discussion of the Principal Investment Strategies is
available in the SAI under "Investment Policies and Risks" section.

         PRINCIPAL RISKS. You could lose money on an investment in the Fund. An
investment in the Fund is not a bank deposit and is not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other government agency. The
Fund may be affected by the following risks, among others:

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

          -    Market Trends. From time to time, the stock market may not favor
               the securities in which the Fund invests. For example, the market
               could favor value stocks or stocks of companies located in more
               developed countries, or may not favor equities at all.

          -    Risks of Foreign Investing. Foreign investments may be riskier
               than U.S. investments for many reasons, including changes in
               currency exchange rates, unstable political and economic
               conditions, possible security illiquidity, a lack of adequate
               company information, differences in the way securities markets
               operate, less secure foreign banks or securities depositories
               than those in the U.S., and foreign controls on investment.
               Because the Fund invests primarily in emerging markets countries,
               the risks may be greater, partly because emerging market
               countries may be less politically and economically stable than
               other countries. It may also be more difficult to buy and sell
               securities in emerging market countries.

         PERFORMANCE SUMMARY. Performance information is only shown for those
Funds which have had a full calendar year of operations. Since the ING Emerging
Markets Equity Fund has not yet commenced operations, there is no performance
information included in this Prospectus.

ING GLOBAL REAL ESTATE FUND

         INVESTMENT OBJECTIVE. The Fund seeks to provide investors with high
total return.

                                       33
<PAGE>   133
         PRINCIPAL INVESTMENT STRATEGIES. Under normal market conditions, the
Fund will operate as a non-diversified fund and invest at least 65% of its total
assets in a portfolio of equity securities of companies that are principally
engaged in the real estate industry. In selecting investments for the Fund, the
Sub-Advisers will select companies whose business it is to own, operate, develop
and/or manage real estate. This portion of the portfolio will have investments
located in at least three different countries including the United States.

         The equity securities in which the Fund may invest include common and
preferred stocks, warrants, and convertible securities. The Fund may invest the
remainder of its assets in: corporate debt securities of any maturity which, at
the time of investment, are rated investment grade (for example, rated at least
BBB by Standard & Poor's Rating Group or Baa by Moody's Investor Services) or
have an equivalent rating by a nationally recognized statistical rating agency,
or of comparable quality if unrated; U.S. Government securities; money market
securities, certificates of deposit, bankers acceptances and commercial paper;
and repurchase agreements. The Fund may also use options and futures contracts
involving securities, securities indices, interest rates and foreign currencies.

         The Sub-Advisers use a disciplined two-step process for constructing
portfolios that have been employed and enhanced over the past fifteen years.

               -    First, the Sub-Advisers use a portfolio allocation process
                    driven by systematic, top-down research evaluation of public
                    and private property market trends and conditions to set
                    established portfolio allocation targets by property type
                    and geography.

               -    Second, the Sub-Advisers use a proprietary Relative Value
                    Analysis system incorporating quantitative and qualitative
                    assessments of individual companies to identify superior
                    current income and growth potential. The RVA examines
                    several factors including: (i) value and property; (ii)
                    capital structure; and (iii) management and strategy.

         A more detailed discussion of the Principal Investment Strategies is
available in the SAI under "Investment Policies and Risks" section.

         PRINCIPAL RISKS. You could lose money on an investment in the Fund. An
investment in the Fund is not a bank deposit and is not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other government agency. The
Fund may be affected by the following risks, among others:

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

          -    Market Trends. From time to time, the stock market may not favor
               the securities in which the Fund invests. Rather, the market
               could favor stocks in industries to which the Fund is not
               exposed, or may not favor equities at all.

          -    Risks of Foreign Investing. Foreign investments may be riskier
               than U.S. investments for many reasons, including changes in
               currency exchange rates, unstable political and economic
               conditions, possible security illiquidity, a lack of adequate
               company information, differences in the way securities markets
               operate, less secure foreign banks or securities depositories
               than those in the U.S., and foreign controls on investment.

                                       34
<PAGE>   134
          -    Lack of Diversification. The Fund is classified as a
               non-diversified investment company, which means that, compared
               with other funds, the Fund may invest a greater percentage of its
               assets in a particular 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.

          -    Industry Concentration. As a result of the Fund concentrating its
               assets in securities related to a particular industry, the Fund
               may be subject to greater market fluctuation than a fund which
               has securities representing a broader range of investment
               alternatives. Investments in issuers that are principally engaged
               in real estate, including real estate investment trusts
               ("REITs"), may subject the 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.

         PERFORMANCE SUMMARY. Performance information is only shown for those
Funds which have had a full calendar year of operations. Since the ING Global
Real Estate Fund has not yet commenced operations, there is no performance
information included in this Prospectus.

ING QUALITY OF LIFE FUND

         INVESTMENT OBJECTIVE. The Fund seeks to provide investors with
long-term capital appreciation.

         PRINCIPAL INVESTMENT STRATEGIES. Under normal market conditions, the
Fund will operate as a non-diversified fund and invest at least 65% of its total
assets in a portfolio of equity securities of U.S. and non-U.S. quality of life
companies. The Fund defines quality of life companies as those companies
offering products and services helping persons live longer, healthier and
happier lives. Such companies may include, but will not be limited to, companies
engaged in the research, development, production or distribution of products or
services related to health care, medicine or the life sciences; companies
engaged in providing entertainment services or equipment related to leisure time
activities; and companies providing other services or products desired by the
aging baby boomer population.

         The equity securities in which the Fund may invest include common and
preferred stocks, warrants, and convertible securities. The Fund may invest the
remainder of its assets in: corporate debt securities of any maturity which, at
the time of investment, are rated investment grade (for example, rated at least
BBB by Standard & Poor's Rating Group or Baa by Moody's Investor Services) or
have an equivalent rating by a nationally recognized statistical rating agency,
or of comparable quality if unrated; U.S. Government securities; money market
securities, certificates of deposit, bankers acceptances and commercial paper;
and repurchase agreements. The Fund may also use options and futures contracts
involving securities, securities indices, interest rates and foreign currencies.

         The Sub-Adviser believes that quality of life companies will benefit
from the aging baby boomer generation. The global consumption pattern is
steadily changing as a result of an increase in wealth and a resulting increase
in life expectancy. Especially in the developed countries, the population is
rapidly aging. In the opinion of the Sub-Adviser this development will lend to a
structural increase in healthcare spending. At the same time the growing group
of aging people will have an increasing need for various services and more and
new possibilities of leisure activities. People will be increasingly willing to
invest in their quality of life aiming at longer, healthier and happier lives.

         In choosing investments for the Fund, the Sub-Adviser first identifies
themes which it believes will drive the healthcare, leisure and other industries
benefiting from the aging baby boomer generation. Then, by conducting extensive
fundamental research, the Sub-Adviser analyzes individual companies worldwide to
identify those firms that are most likely to benefit from the selected
investment themes.

         A more detailed discussion of the Principal Investment Strategies is
available in the SAI under "Investment Policies and Risks" section.

                                       35
<PAGE>   135
         PRINCIPAL RISKS. You could lose money on an investment in the Fund. An
investment in the Fund is not a bank deposit and is not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other government agency. The
Fund may be affected by the following risks, among others:

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

          -    Market Trends. From time to time, the stock market may not favor
               the securities in which the Fund invests. For example, the market
               could favor value stocks or stocks of companies within other
               sectors or industries, or may not favor equities at all.

          -    Risks of Foreign Investing. Foreign investments may be riskier
               than U.S. investments for many reasons, including changes in
               currency exchange rates, unstable political and economic
               conditions, possible security illiquidity, a lack of adequate
               company information, differences in the way securities markets
               operate, less secure foreign banks or securities depositories
               than those in the U.S., and foreign controls on investment.

          -    Lack of Diversification. The Fund is classified as a
               non-diversified investment company, which means that, compared
               with other funds, the Fund may invest a greater percentage of its
               assets in a particular 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.

          -    Industry Concentration. As a result of the Fund concentrating its
               assets in securities related to particular industries, the Fund
               may be subject to greater market fluctuation than a fund which
               has securities representing a broader range of investment
               alternatives. Swings in investor psychology or significant
               trading by large institutional investors can result in
               significant price fluctuations and stock price declines.

         PERFORMANCE SUMMARY. Performance information is only shown for those
Funds which have had a full calendar year of operations. Since the ING Quality
of Life Fund has not yet commenced operations, there is no performance
information included in this Prospectus.


                                       36
<PAGE>   136
                                   BOND FUNDS


ING INTERMEDIATE BOND FUND

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

         PRINCIPAL INVESTMENT STRATEGIES. Under normal market conditions, the
Fund will operate as a diversified fund and invest at least 65% of its total
assets in a portfolio of debt securities which, at the time of investment, are
rated investment grade (for example, rated at least BBB by Standard & Poor's
Rating Group or Baa by Moody's Investor Services) or have an equivalent rating
by a nationally recognized statistical rating agency, or of comparable quality
if unrated. Although the Fund may invest a portion of its assets in high yield
(high risk) debt securities rated below investment grade, the Fund will seek to
maintain a minimum average portfolio quality rating of at least investment
grade. The dollar-weighted average maturity of the Fund will generally range
between three and ten years.

         The Fund may invest the remainder of its assets in: convertible
securities and preferred stocks; U.S. Government securities, securities of
foreign governments and supranational organizations, and high-quality money
market instruments that the Sub-Adviser believes are appropriate in light of the
Fund's investment objective; municipal bonds, notes and commercial paper; and
debt securities of foreign issuers. The Fund may purchase structured debt
obligations and may engage in dollar roll transactions and swap agreements. The
Fund may also sell securities short and may use options and futures contracts
involving securities, securities indices, interest rates and foreign currencies.
A portion of the Fund's assets may be invested in mortgage-backed securities and
asset-backed debt securities.

         In choosing investments for the Fund, the Sub-Adviser employs a highly
disciplined, five step investment process which uses fundamental economic and
market research to identify bond market sectors and individual securities
expected to provide above-average returns. The five steps are:

               -    First, ACTIVE DURATION MANAGEMENT attempts to capture
                    incremental returns and control interest rate risk through
                    moderate and gradual duration adjustments.

               -    Second, YIELD CURVE STRATEGY helps determine risk/reward
                    characteristics of different maturity classes.

               -    Third, SECTOR/QUALITY SELECTION identifies value
                    opportunities in improving or mispriced securities and
                    sectors.

               -    Fourth, SECURITY SELECTION STRATEGY emphasizes bonds that
                    have attractive relative value within their sectors.

               -    Finally, TRADING OPPORTUNITIES seek to take advantage of
                    market inefficiencies to purchase bonds at prices below
                    their intrinsic value.

         A more detailed discussion of the Principal Investment Strategies is
available in the SAI under "Investment Policies and Risks" section.

         PRINCIPAL RISKS. You could lose money on an investment in the Fund. An
investment in the Fund is not a bank deposit and is not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other government agency. The
Fund may be affected by the following risks, among others:

          -    Price Volatility. The value of the Fund changes as the prices of
               its investments go up or down.

          -    Interest Rate Risk. In general, when interest rates go up, prices
               of fixed income securities go down. Securities with longer
               maturities are subject to greater fluctuations in value than
               securities with shorter maturities.

                                       37
<PAGE>   137
          -    Spread Risk. The price of a fixed income security is generally
               determined by adding an interest rate spread to a benchmark
               interest rate, such as the U.S. Treasury rate. As the spread on a
               security widens (or increases), the price (or value) of the
               security falls.

          -    Default Risk. An issuer of a security may default on its
               obligation to pay principal and/or interest or have its credit
               rating downgraded. Securities with lower credit ratings are
               generally subject to greater fluctuations in value than higher
               rated securities.

          -    Call or Prepayment Risk. An issuer of a security may prepay
               principal earlier than scheduled, which could force the Fund to
               reinvest in lower yielding securities.

          -    Extension Risk. Slower than expected principal payments on a
               mortgage-backed or asset-backed security may extend such
               security's life, thereby locking in a below-market interest rate,
               increasing the security's duration and reducing the value of the
               security.

         PERFORMANCE SUMMARY. The bar chart and table shown below give some
indication of the risks of an investment in the Fund by comparing the Fund's
performance with a broad measure of market performance. How the Fund has
performed in the past is not necessarily an indication of how the Fund will
perform in the future. Returns in the chart are provided for Class X shares
only. Sales loads are not reflected in the bar chart, and if sales loads were
reflected, returns would be less than those shown.

         (insert bar chart)

During the period shown in the bar chart, the highest return for a quarter was
xx.x% during the quarter ended ________, 1999 and the lowest return for a
quarter was xx.x% during the quarter ended ________, 1999.

                          Average Annual Total Returns
                      (for periods ended December 31, 1999)
<TABLE>
<CAPTION>

                                      One Year     Since Inception (Dec. 15, 1998)
- ----------------------------------------------------------------------------------
<S>                                   <C>          <C>
Class X Shares                         xx.x%                    xx.x%
Lehman Bros. Aggregate                 xx.x%                    xx.x%
  Index *
Lipper Intermediate Investment         xx.x%                    xx.x%
  Grade Debt Fund Avg. **
- ----------------------------------------------------------------------------------
</TABLE>

*    The Lehman Bros. Aggregate Index is a widely recognized, unmanaged index of
     publicly issued intermediate, fixed rate U.S. Government and investment
     grade corporate debt securities.

**   The Lipper Intermediate Investment Grade Debt Fund Avg. represents the
     simple average of the annual returns of intermediate investment grade debt
     mutual funds tracked by Lipper Analytical Services, Inc.

ING HIGH YIELD BOND FUND

         INVESTMENT OBJECTIVE. The Fund seeks to provide investors with a high
level of current income and total return.

         PRINCIPAL INVESTMENT STRATEGIES. Under normal market conditions, the
Fund will operate as a diversified fund and invest at least 65% of its total
assets in a portfolio of high yield (high risk) bonds. High yield bonds are debt
securities that are not rated by a nationally recognized statistical rating
agency or are rated below investment grade (for example, rated below BBB by
Standard & Poor's Rating Group or Baa by Moody's Investor Services) or have an
equivalent rating by a nationally recognized statistical rating agency. 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, mortgage-backed and asset-backed debt
obligations, structured debt obligations and convertible bonds, provided they
are


                                       38
<PAGE>   138
unrated or rated below investment grade. In evaluating the quality of a
particular high yield bond for investment by the Fund, the Sub-Adviser does not
rely exclusively on ratings assigned by the nationally recognized statistical
rating agencies. 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. There are no restrictions on the
average maturity of the Fund or the maturity of any single investment.
Maturities may very widely depending on the Sub-Adviser's assessment of interest
rate trends and other economic or market factors.

         Any remaining assets may be invested in investment grade debt
securities; common and preferred stocks; U.S. Government securities and money
market instruments that the Sub-Adviser believes are appropriate in light of the
Fund's investment objectives; and debt securities of foreign issuers. The Fund
may purchase structured debt obligations and may engage in dollar roll
transactions and swap agreements. The Fund may also use options and futures
contracts involving securities, securities indices, interest rates and foreign
currencies. A portion of the Fund's assets may be invested in mortgage-backed
and asset-backed debt securities.

         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 in order to attempt to achieve
either a combination of its primary and secondary objectives, in which case the
common stocks will be dividend-paying, or to achieve its secondary objective, in
which the common stocks may not pay dividends.

         In choosing investments for the Fund, the Sub-Adviser combines
extensive company and industry research with relative value analysis to identify
high yield bonds expected to provide above-average returns. Relative value
analysis is intended to enhance returns by moving from overvalued to undervalued
sectors of the bond market. The Sub-Adviser's team approach to decision making
includes contributions from individual managers responsible for specific
industry sectors.

         A more detailed discussion of the Principal Investment Strategies is
available in the SAI under "Investment Policies and Risks" section.

         PRINCIPAL RISKS. You could lose money on an investment in the Fund. An
investment in the Fund is not a bank deposit and is not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other government agency. The
Fund may be affected by the following risks, among others:

          -    Price Volatility. The value of the Fund changes as the prices of
               its investments go up or down.

          -    Risks of Fixed Income Investments. Fixed income securities held
               by the Fund are subject to a number of risks, including, but not
               limited to:

               Interest rate risk - In general, when interest rates go up,
               prices of fixed income securities go down. Securities with longer
               maturities are subject to greater fluctuations in value than
               securities with shorter maturities.

               Spread Risk -- The price of a fixed income security is generally
               determined by adding an interest rate spread to a benchmark
               interest rate, such as the U.S. Treasury rate. As the spread on a
               security widens (or increases), the price (or value) of the
               security falls.

               Default risk -- An issuer of a security may default on its
               obligation to pay principal and/or interest or have its credit
               rating downgraded. Securities with lower credit ratings are
               generally subject to greater fluctuations in value than higher
               rated securities.

               Call or prepayment risk -- An issuer of a security may prepay
               principal earlier than scheduled, which could force the Fund to
               reinvest in lower yielding securities.

                                       39
<PAGE>   139
               Extension risk -- Slower than expected principal payments on a
               mortgage-backed or asset-backed security may extend such
               security's life, thereby locking in a below-market interest rate,
               increasing the security's duration and reducing the value of the
               security.

          -    Risk of High Yield Bonds. High yield bonds carry particular
               market risks and may experience greater volatility in market
               value than investment grade bonds. Changes in interest rates, the
               market's perception of the issuers and the creditworthiness of
               the issuers 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. Certain high
               yield bonds, such as zero coupon, deferred interest and PIK
               bonds, are issued at deep discounts and may experience greater
               volatility in market value. The secondary market for high yield
               bonds may be less liquid than the markets for higher quality
               securities and this may have an adverse effect on the market
               values of certain securities.

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

         PERFORMANCE SUMMARY. The bar chart and table shown below give some
indication of the risks of an investment in the Fund by comparing the Fund's
performance with a broad measure of market performance. How the Fund has
performed in the past is not necessarily an indication of how the Fund will
perform in the future. Returns in the chart are provided for Class X shares
only. Sales loads are not reflected in the bar chart, and if sales loads were
reflected, returns would be less than those shown.

         (insert bar chart)

During the period shown in the bar chart, the highest return for a quarter was
xx.x% during the quarter ended ________, 1999 and the lowest return for a
quarter was xx.x% during the quarter ended ________, 1999.

                          Average Annual Total Returns
                      (for periods ended December 31, 1999)
<TABLE>
<CAPTION>
                                          One Year   Since Inception (Dec. 15, 1998)
- ------------------------------------------------------------------------------------
<S>                                       <C>        <C>
Class X Shares                             xx.x%                  xx.x%
Lehman Bros. High Yield Index *            xx.x%                  xx.x%
Lipper High Current Yield Fund             xx.x%                  xx.x%
   Avg. **
- ------------------------------------------------------------------------------------
</TABLE>

*    The Lehman Bros. High Yield Index is a widely recognized, unmanaged index
     of high yield debt securities.

**   The Lipper High Yield Fund Avg. represents the simple average of the annual
     returns of high yield mutual funds tracked by Lipper Analytical Services,
     Inc.


ING HIGH YIELD REAL ESTATE FUND

         INVESTMENT OBJECTIVE. The Fund seeks to provide investors with a high
level of current income.

         PRINCIPAL INVESTMENT STRATEGIES. Under normal market conditions, the
Fund will operate as a non-diversified fund and invest at least 80% of its total
assets in commercial mortgage backed securities. Commercial mortgage-backed
securities are securities that directly or indirectly represent a participation
in,


                                       40
<PAGE>   140
or are secured by and payable from, mortgage loans secured by real commercial
property. Generally, these securities are issued by private issuers without a
government guarantee but usually having some form of private credit enhancement.
The Fund may invest in adjustable rate and fixed rate mortgage securities. The
Fund's weighted average credit quality will be "BB-" or better at all times
based on ratings from the nationally recognized credit rating agencies, or of
comparable quality if unrated. Securities rated below B- may not exceed 20% of
the Fund's total assets. All split rated securities will be accounted for at the
lower rating.

         Any remaining assets of the Fund may be invested in other types of
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 Sub-Adviser believes are appropriate in light
of the Fund's investment objective. The Fund may also use options and futures
contracts involving securities, securities indices and interest rates.

         There are no restrictions on the average maturity of the Fund or on the
maturity of any single instrument. The Fund will diversify its holdings so as
not to be overly affected by a downturn in any specific region of the country,
industry or property type. In that regard, with respect to the total collateral
underlying the securities of the Fund: (i) no more than 33% shall be in any
single state; (ii) no single property type shall constitute more than 75% of the
collateral, provided, however, that office properties shall constitute no more
than 50% of the collateral and hotel properties shall constitute no more than
50% of the collateral; (iii) no more than 50% of the Fund's assets at the time
of purchase may be securities backed by single properties; and (iv) agricultural
mortgage securities and non-agency single-family/residential mortgage-backed
securities are limited to a maximum of 5% of the Fund's assets at all times. The
Fund will not invest in interest only or principal only commercial commercial
mortgage-backed securities.

         In determining the commercial mortgage backed securities that the Fund
will acquire, the Sub-Adviser may consider, among other factors, the following:
the characteristics of the underlying mortgage loans, including loan-to-value
and debt service coverage ratios, loan seasoning and risks of refinancing;
characteristics of the underlying properties, including diversity of the loan
pool, occupancy and leasing rates and competitiveness in the pertinent market;
economic, environmental and local considerations; deal structure, including
historical performance of the originator, subordination percentages and reserve
fund balances; and structural participants such as administrators and servicers.

         A more detailed discussion of the Principal Investment Strategies is
available in the SAI under "Investment Policies and Risks" section.

         PRINCIPAL RISKS. You could lose money on an investment in the Fund. An
investment in the Fund is not a bank deposit and is not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other government agency. The
Fund may be affected by the following risks, among others:

          -    Price Volatility. The value of the Fund changes as the prices of
               its investments go up or down.

          -    Interest Rate Risk. In general, when interest rates go up, prices
               of fixed income securities go down. Securities with longer
               maturities are subject to greater fluctuations in value than
               securities with shorter maturities.

          -    Spread Risk. The price of a fixed income security is generally
               determined by adding an interest rate spread to a benchmark
               interest rate, such as the U.S. Treasury rate. As the spread on a
               security widens (or increases), the price (or value) of the
               security falls.

          -    Default Risk. Obligors under commercial mortgages may be unable
               to make payments of interest and principal. This increases the
               risk of default on a related commercial mortgage-backed security.
               Securities with lower credit ratings are generally subject to
               greater fluctuations in value than higher rated securities.

                                       41
<PAGE>   141
          -    Call or Prepayment Risk. An issuer of a security may prepay
               principal earlier than scheduled, which could force the Fund to
               reinvest in lower yielding securities.

          -    Extension Risk. Slower than expected principal payments on a
               commercial mortgage-backed or asset-backed security may extend
               such security's life, thereby locking in a below-market interest
               rate, increasing the security's duration and reducing the value
               of the security.

          -    Risk of High Yield Bonds. High yield bonds carry particular
               market risks and may experience greater volatility in market
               value than investment grade bonds. Changes in interest rates, the
               market's perception of the issuers and the creditworthiness of
               the issuers 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. Certain high
               yield bonds are issued at deep discounts and may experience
               greater volatility in market value. The secondary market for high
               yield bonds may be less liquid than the markets for higher
               quality securities and this may have an adverse effect on the
               market values of certain securities.

PERFORMANCE SUMMARY. Performance information is only shown for those Funds which
have had a full calendar year of operations. Since the ING High Yield Real
Estate Fund has not yet commenced operations, there is no performance
information included in this Prospectus.


ING INTERNATIONAL BOND FUND

         INVESTMENT OBJECTIVE. The Fund seeks to provide investors with high
total return.

         PRINCIPAL INVESTMENT STRATEGIES. Under normal market conditions, the
Fund will operate as a non-diversified fund and invest at least 65% of its total
assets in a portfolio of fixed income securities of international issuers which,
at the time of investment, are rated investment grade (for example, rated at
least BBB by Standard & Poor's Rating Group or Baa by Moody's Investor Services)
or have an equivalent rating by a nationally recognized statistical rating
agency, or of comparable quality if unrated. This portion of the portfolio will
have investments in at least three different countries outside of the United
States. There are no restrictions on the average maturity of the Fund or the
maturity of any single investment. Maturities may vary widely depending on the
Sub-Advisers' assessment of interest rate trends and other economic or market
factors. Fixed income securities eligible for purchase by the Fund consist of:

               -    securities issued or guaranteed by foreign governments,
                    their political subdivisions, agencies or instrumentalities;

               -    corporate bonds and debentures rated investment grade (for
                    example, rated at least BBB by Standard & Poor's Rating
                    Group or Baa by Moody's Investor Services);

               -    obligations of supranational entities;

               -    repurchase agreements involving the foregoing securities;

               -    loan participations;

               -    short-term commercial paper of U.S. or foreign issuers rated
                    in the highest two rating categories by a nationally
                    recognized statistical rating agency; and

               -    swap agreements.

         Any remaining assets of the Fund may be invested in securities
denominated in U.S. dollars or foreign currencies which are rated below
investment grade (for example, rated at below BBB by Standard & Poor's Rating
Group or Baa by Moody's Investor Services) or have an equivalent rating by a
nationally recognized statistical rating agency, or of comparable quality if
unrated; U.S. Government securities; obligations 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 the last published financial
statements at the time of investment; mortgage-backed and asset-backed
securities rated within the three highest rating categories by a nationally
recognized statistical rating agency; receipts; and guaranteed investment


                                       42
<PAGE>   142
contracts. The Fund may also use options and futures contracts involving
securities, securities indices, interest rates and foreign currencies.

         In choosing investments for the Fund, the Sub-Advisers employ a highly
disciplined, four step investment process that seeks to identify bond market
sectors expected to provide high and sustainable real rates of return. The four
steps are:

               -    First, quantitative analysis and fundamental research are
                    employed to develop international bond market rankings and
                    currency outlook;

               -    Second, country allocations, currency weightings and
                    maturity profile are determined consistent with the
                    Sub-Advisers' outlook;

               -    Third, specific security selection within the selected
                    geographical sectors and market sectors is performed; and

               -    Finally, internal control methods are used with proprietary
                    software for cost-efficient trade execution.

         A more detailed discussion of the Principal Investment Strategies is
available in the SAI under "Investment Policies and Risks" section.

         PRINCIPAL RISKS. You could lose money on an investment in the Fund. An
investment in the Fund is not a bank deposit and is not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other government agency. The
Fund may be affected by the following risks, among others:

          -    Price Volatility. The value of the Fund changes as the prices of
               its investments go up or down.

          -    Risks of Fixed Income Investments. Fixed income securities held
               by the Fund are subject to a number of risks, including, but not
               limited to:

               Interest rate risk - In general, when interest rates go up,
               prices of fixed income securities go down. Securities with longer
               maturities are subject to greater fluctuations in value than
               securities with shorter maturities.

               Spread Risk -- The price of a fixed income security is generally
               determined by adding an interest rate spread to a benchmark
               interest rate, such as the U.S. Treasury rate. As the spread on a
               security widens (or increases), the price (or value) of the
               security falls.

               Default risk -- An issuer of a security may default on its
               obligation to pay principal and/or interest or have its credit
               rating downgraded. Securities with lower credit ratings are
               generally subject to greater fluctuations in value than higher
               rated securities.

               Call or prepayment risk -- An issuer of a security may prepay
               principal earlier than scheduled, which could force the Fund to
               reinvest in lower yielding securities.

               Extension risk -- Slower than expected principal payments on a
               mortgage-backed or asset-backed security may extend such
               security's life, thereby locking in a below-market interest rate,
               increasing the security's duration and reducing the value of the
               security.

          -    Risks of Foreign Investing. Foreign investments may be riskier
               than U.S. investments for many reasons, including changes in
               currency exchange rates, unstable political and economic
               conditions, possible security illiquidity, a lack of adequate
               company information, differences in the way securities markets
               operate, less secure foreign banks or securities depositories
               than those in the U.S., and foreign controls on investment. To
               the extent the Fund invests in emerging markets countries, the
               risks may be greater, partly because emerging market countries
               may be less politically and economically stable than other
               countries. It may also be more difficult to buy and sell
               securities in emerging market countries.

                                       43
<PAGE>   143
          -    Lack of Diversification. The Fund is classified as a
               non-diversified investment company, which means that, compared
               with other funds, the Fund may invest a greater percentage of its
               assets in a particular 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.

         PERFORMANCE SUMMARY. The bar chart and table shown below give some
indication of the risks of an investment in the Fund by comparing the Fund's
performance with a broad measure of market performance. How the Fund has
performed in the past is not necessarily an indication of how the Fund will
perform in the future. Returns in the chart are provided for Class X shares
only. Sales loads are not reflected in the bar chart, and if sales loads were
reflected, returns would be less than those shown.

         (insert bar chart)

During the period shown in the bar chart, the highest return for a quarter was
xx.x% during the quarter ended ________, 1999 and the lowest return for a
quarter was xx.x% during the quarter ended ________, 1999.

                          Average Annual Total Returns
                      (for periods ended December 31, 1999)
<TABLE>
<CAPTION>

                                     One Year    Since Inception (Dec. 15, 1998)
- --------------------------------------------------------------------------------
<S>                                  <C>         <C>
Class X Shares                        xx.x%                   xx.x%
Salomon Bros. World Gov't             xx.x%                   xx.x%
  Bond Index *
Lipper International Income           xx.x%                   xx.x%
  Fund Avg. **
- --------------------------------------------------------------------------------
</TABLE>

*    The Salomon Bros. World Gov't Bond Index is a widely recognized, unmanaged
     index of securities issued by foreign governments.

**   The Lipper International Income Fund Avg. represents the simple average of
     the annual returns of international income mutual funds tracked by Lipper
     Analytical Services, Inc.

ING MORTGAGE INCOME FUND

         INVESTMENT OBJECTIVE. The Fund seeks to provide investors with
long-term income consistent with preservation of capital.

         PRINCIPAL INVESTMENT STRATEGIES. Under normal market conditions, the
Fund will operate as a diversified fund and invest at least 65% of its total
assets in mortgage-backed securities. 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. The Fund may invest in adjustable rate
and fixed rate mortgage securities. The Fund's investments will be rated, at the
time of investment, "A" or better by a nationally recognized statistical rating
agency, or of comparable quality if unrated.

         Any remaining assets of the Fund may be invested in other types of
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 Sub-Adviser believes are appropriate in light
of


                                       44
<PAGE>   144
the Fund's investment objective. The Fund may also use options and futures
contracts involving securities, securities indices, interest rates and foreign
currencies.

         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 in 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; however, 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 portfolio
securities and purchases of higher yielding securities of similar quality due to
distortions in normal yield differentials.

         A more detailed discussion of the Principal Investment Strategies is
available in the SAI under "Investment Policies and Risks" section.

         PRINCIPAL RISKS. You could lose money on an investment in the Fund. An
investment in the Fund is not a bank deposit and is not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other government agency. The
Fund may be affected by the following risks, among others:

          -    Price Volatility. The value of the Fund changes as the prices of
               its investments go up or down.

          -    Interest Rate Risk. In general, when interest rates go up, prices
               of fixed income securities go down. Securities with longer
               maturities are subject to greater fluctuations in value than
               securities with shorter maturities.

          -    Spread Risk. The price of a fixed income security is generally
               determined by adding an interest rate spread to a benchmark
               interest rate, such as the U.S. Treasury rate. As the spread on a
               security widens (or increases), the price (or value) of the
               security falls.

          -    Default Risk. An issuer of a security may default on its
               obligation to pay principal and/or interest or have its credit
               rating downgraded. Securities with lower credit ratings are
               generally subject to greater fluctuations in value than higher
               rated securities.

          -    Call or Prepayment Risk. An issuer of a security may prepay
               principal earlier than scheduled, which could force the Fund to
               reinvest in lower yielding securities.

          -    Extension Risk. Slower than expected principal payments on a
               mortgage-backed or asset-backed security may extend such
               security's life, thereby locking in a below-market interest rate,
               increasing the security's duration and reducing the value of the
               security.

         PERFORMANCE SUMMARY. Performance information is only shown for those
Funds which have had a full calendar year of operations. Since the ING Mortgage
Income Fund has not yet commenced operations, there is no performance
information included in this Prospectus.


ING ENHANCED CAPITAL PRESERVATION FUND

         INVESTMENT OBJECTIVE. The Fund seeks to provide investors with a higher
level of current income than that of a money market fund, while seeking to
preserve capital and maintain a stable net asset value per share.

         PRINCIPAL INVESTMENT STRATEGIES. Under normal market conditions, the
Fund will operate as a diversified fund and invest at least 65% of its total
assets in a portfolio of fixed income securities of varying short to
intermediate-term maturities which at the time of purchase are rated BBB- or
better by an NRSRO


                                       45
<PAGE>   145
or, if not rated, are determined to be of comparable quality by the Fund's
Sub-Adviser at the time of purchase. The Fund will seek to maintain a minimum
average portfolio quality rating of "A." The dollar-weighted average duration of
the Fund will generally range between two and one-half years and four and
one-half years. Duration is a measure of a debt security's average life that
reflects the present value of the security's cash flow and, accordingly, is a
measure of price sensitivity to interest rate changes. Generally, the longer the
duration, the more volatility an investor should expect. Because earlier
payments on a debt security have a higher present value, the duration of a
security (other than a zero-coupon security) will be less than the security's
stated maturity.

         Any remaining assets may be invested in short term investments,
including money market fund shares, bankers' acceptances, commercial paper, time
deposits, certificates of deposit, and other instruments of foreign and domestic
banks and thrift institutions that the Sub-Adviser believes are appropriate in
light of the Fund's objective. Money market instruments must be rated A2 or
better by an NRSRO or, if not rated, determined to be of comparable quality by
the Fund's Sub-Adviser at the time of purchase.

         The Fund will also enter into wrapper agreements with highly rated
financial institutions, such as banks or insurance companies ("Wrap Providers"),
which are utilized to stabilize the net asset value of the Fund (the "Wrapper
Agreements"). As a result of the Wrapper Agreements, the Fund's NAV should be
substantially more stable than short to intermediate-term bond funds, though not
fixed at $1.00 per share as is the case with money market funds. The reason for
this is that the Wrapper Agreements require the Wrap Provider to make payments
to the Fund which protect the Fund against declines in the value of its
securities, whether such declines arise from interest rate changes, certain
credit events affecting the securities issuers or, if applicable, credit
enhancers of such securities or otherwise. In addition, by investing in a
portfolio of securities with a longer duration, the Fund intends to achieve
returns higher than that of money market funds over a similar period of time.

         A more detailed discussion of the Principal Investment Strategies is
available in the SAI under "Investment Policies and Risks" section.

         PRINCIPAL RISKS. You could lose money on an investment in the Fund. An
investment in the Fund is not a bank deposit and is not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other government agency. The
Fund may be affected by the following risks, among others:

          -    Price Volatility. The value of the Fund changes as the prices of
               its investments go up or down.

          -    Interest Rate Risk. In general, when interest rates go up, prices
               of fixed income securities go down. Securities with longer
               maturities are subject to greater fluctuations in value than
               securities with shorter maturities.

          -    Spread Risk. The price of a fixed income security is generally
               determined by adding an interest rate spread to a benchmark
               interest rate, such as the U.S. Treasury rate. As the spread on a
               security widens (or increases), the price (or value) of the
               security falls.

          -    Default Risk. An issuer of a security may default on its
               obligation to pay principal and/or interest or have its credit
               rating downgraded. Securities with lower credit ratings are
               generally subject to greater fluctuations in value than higher
               rated securities.

          -    Call or Prepayment Risk. An issuer of a security may prepay
               principal earlier than scheduled, which would force the Fund to
               reinvest in lower yielding securities.

          -    Extension Risk. Slower than expected principal payments on a
               mortgage-backed or asset-backed security may extend such
               security's life, thereby locking in a below-market interest rate,
               increasing the security's duration and reducing the value of the
               security.

                                       46
<PAGE>   146
          -    Wrapper Risk. The risks of Wrapper Agreements include the
               possible default by a Wrap Provider, the inability to obtain one
               or more replacement Wrapper Agreements, the failure of the
               Wrapper Agreements to cover all securities held by the Fund, the
               difficulty in valuing Wrapper Agreements due to their illiquid
               nature and the dependence on a limited number of available Wrap
               Providers.


PERFORMANCE SUMMARY. Performance information is only shown for those Funds which
have had a full calendar year of operations. Since the ING Enhanced Capital
Preservation Fund has not yet commenced operations, there is no performance
information included in this Prospectus.


                                       47
<PAGE>   147
                               MONEY MARKET FUNDS


ING MONEY MARKET FUND

         INVESTMENT OBJECTIVE. The 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.

         PRINCIPAL INVESTMENT STRATEGIES. The Fund will operate as a diversified
fund and invest in a portfolio of high-quality, U.S. dollar denominated
short-term debt obligations which are determined by the Sub-Adviser to present
minimal credit risks.

          Portfolio investments of the Fund are valued based on the amortized
cost valuation method pursuant to Rule 2a-7 under the Investment Company Act of
1940. Obligations in which the Fund invests generally have remaining maturities
of 397 days or less, although upon satisfying certain conditions of Rule 2a-7,
the Fund 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
the Fund will not exceed 90 days.

         The Fund will invest in obligations permitted to be purchased under
Rule 2a-7 including, but not limited to, (i) U.S. Government securities; (ii)
commercial paper, mortgage-backed and asset-backed securities, guaranteed
investment contracts, loan participation interests, medium-term notes, and other
promissory notes, including floating and 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 and 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 underlying indebtedness to vary, and provide for periodic adjustments
in the interest rate. The Fund may enter into repurchase agreements.

         In choosing investments for the Fund, the Sub-Adviser employs a highly
disciplined, four step investment process designed to ensure preservation of
capital and liquidity, as well as adherence to regulatory requirements. The four
steps are:

               -    First, a formal list of high-quality issuers is actively
                    maintained;

               -    Second, securities of issuers on the approved list which
                    meet maturity guidelines and are rated "first tier" (that
                    is, they are given the highest short-term rating by at least
                    two nationally recognized statistical rating agencies, or by
                    a single rating agency if a security is rated only by that
                    agency, or are determined to be of comparable quality by the
                    Sub-Adviser pursuant to guidelines approved by the Fund's
                    Board of Trustees) are selected for investment;

               -    Third, diversification is continuously monitored to ensure
                    that regulatory limits are not exceeded; and

               -    Finally, maturity decisions are made based upon liquidity
                    requirements, yield curve analysis and market expectations
                    of future interest rates.

         A more detailed discussion of the Principal Investment Strategies is
available in the SAI under "Investment Policies and Risks" section.

         PRINCIPAL RISKS. An investment in the Fund is not a bank deposit and is
not insured or guaranteed by the Federal Deposit Insurance Corporation or any
other government agency. Although the Fund seeks to preserve the value of your
investment at $1.00 per share, it is possible to lose money by investing in the


                                       48
<PAGE>   148
Fund. The Fund's yield will vary and the Fund 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 Fund invests.

         PERFORMANCE SUMMARY. The bar chart and table shown below give some
indication of the risks of an investment in the Fund by comparing the Fund's
performance with a broad measure of market performance. How the Fund has
performed in the past is not necessarily an indication of how the Fund will
perform in the future. Returns in the chart are provided for Class X shares
only. Sales loads are not reflected in the bar chart, and if sales loads were
reflected, returns would be less than those shown.

         (insert bar chart)

During the period shown in the bar chart, the highest return for a quarter was
xx.x% during the quarter ended ________, 1999 and the lowest return for a
quarter was xx.x% during the quarter ended ________, 1999. The Fund's current
and effective yield for the seven days ended December 31, 1999 were x.xx% and
x.xx%, respectively.

                          Average Annual Total Returns
                      (for periods ended December 31, 1999)
<TABLE>
<CAPTION>

                                       One Year    Since Inception (Dec. 15, 1998)
- ---------------------------------------------------------------------------------
<S>                                    <C>         <C>
Class X Shares                          xx.x%                   xx.x%
IBC Money Fund Report First             xx.x%                   xx.x%
  Tier Average*
Lipper Money Market Fund                xx.x%                   xx.x%
  Average**
- ----------------------------------------------------------------------------------
</TABLE>

*    A weekly report tracking the performance, assets, average maturities and
     portfolio composition of over 1,300 taxable and tax-free money funds.

**   The Lipper Money Market Fund Average represents the simple average of the
     annual returns of money market mutual funds tracked by Lipper Analytical
     Services, Inc.

ING U.S. TREASURY MONEY MARKET FUND

         INVESTMENT OBJECTIVE. The 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.

         PRINCIPAL INVESTMENT STRATEGIES. The Fund will operate as a diversified
fund and invest 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 Fund may also invest in repurchase agreements which are fully collateralized
by U.S. Treasury securities. The Fund may purchase U.S. Treasury securities on a
"when-issued" basis and purchase or sell them on a "forward commitment" basis.

          Portfolio investments of the Fund are valued based on the amortized
cost valuation method pursuant to Rule 2a-7 under the Investment Company Act of
1940. Obligations in which the Fund invests generally have remaining maturities
of 397 days or less, although upon satisfying certain conditions of Rule 2a-7,
the Fund 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
the Fund will not exceed 90 days.

         Maturity decisions are made by the Sub-Adviser based upon liquidity
requirements, yield curve analysis and market expectations of future interest
rates.

         A more detailed discussion of the Principal Investment Strategies is
available in the SAI under "Investment Policies and Risks" section.

                                       49
<PAGE>   149
         PRINCIPAL RISKS. An investment in the Fund is not a bank deposit and is
not insured or guaranteed by the Federal Deposit Insurance Corporation or any
other government agency. Although the Fund seeks to preserve the value of your
investment at $1.00 per share, it is possible to lose money by investing in the
Fund. The Fund's yield will vary and the Fund 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 Fund invests.

         PERFORMANCE SUMMARY. Performance information is only shown for those
Funds which have had a full calendar year of operations. Since the ING U.S.
Treasury Money Market Fund has not yet commenced operations, there is no
performance information included in this Prospectus.


                                       50
<PAGE>   150
                                FEES AND EXPENSES

         The following tables describe the fees and expenses that you will pay
if you buy and hold Class X shares of the Funds.
<TABLE>
<CAPTION>

                                                     ING LARGE    ING GROWTH   ING MID CAP   ING SMALL    ING GLOBAL
                                                     ---------    ----------   -----------   ---------    ----------
                                                    CAP GROWTH     & INCOME       GROWTH    CAP GROWTH    BRAND NAMES
                                                    ----------     --------    -----------   ----------   -----------
                                                        FUND         FUND          FUND         FUND          FUND
                                                        ----         ----          ----         ----          ----
<S>                                                 <C>            <C>          <C>         <C>          <C>
SHAREHOLDER FEES (fees paid directly from your
investment)
Maximum Sales Load Imposed on Purchases
  (as a percentage of offering price)............       NONE          NONE         NONE          NONE         NONE
Maximum Sales Load Imposed on Reinvested Dividends
  (as a percentage of offering price)............       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)..............................       5.00%         5.00%        5.00%         5.00%        5.00%
Redemption Fee...................................       NONE          NONE         NONE          NONE         NONE
Exchange Fee.....................................       NONE          NONE         NONE          NONE         NONE
ANNUAL FUND OPERATING EXPENSES (expenses that are
deducted from Fund assets)
Management Fees..................................        0.75%         0.75%        1.00%         1.00%        1.00%
Distribution (12b-1) Fees........................        0.75%         0.75%        0.75%         0.75%        0.75%
Shareholder Servicing Fees.......................        0.25%         0.25%        0.25%         0.25%        0.25%
Other Expenses...................................        0.xx%         0.xx%        0.xx%         0.xx%        0.xx%
                                                       ------        ------       ------        ------       ------
TOTAL FUND OPERATING EXPENSES ...................        x.xx%         x.xx%        x.xx%         x.xx%        x.xx%
Fee Waiver and/or Reimbursements by Adviser (1)..        0.xx%         0.xx%        0.xx%         0.xx%        0.xx%
                                                       ------        ------       ------        ------       ------
NET EXPENSES ....................................        x.xx%         x.xx%        x.xx%         x.xx%        x.xx%
                                                       ======        ======       ======        ======       ======
</TABLE>

        (1)    The Investment Adviser has entered into expense limitation
               agreements with each of the Fund, under which it will limit
               expenses of the Fund, excluding interest, taxes, brokerage and
               extraordinary expenses through October 31, 2000. The expense
               limit for each such Fund is shown as "Net Expenses".
<TABLE>
<CAPTION>
                                                                                                          ING GLOBAL
                                                                                                          ----------
                                                       ING           ING        ING TAX                   INFORMATION
                                                       ---           ---        -------                   -----------
                                                   INTERNATIONAL  EUROPEAN     EFFICIENT     ING FOCUS    TECHNOLOGY
                                                   -------------  --------     ---------     ---------    ----------
                                                   EQUITY FUND   EQUITY FUND   EQUITY FUND      FUND          FUND
                                                   -----------   -----------   -----------      ----          ----
<S>                                                <C>           <C>           <C>            <C>         <C>
SHAREHOLDER FEES (fees paid directly from your
investment)
Maximum Sales Load Imposed on Purchases
  (as a percentage of offering price)............      NONE          NONE          NONE         NONE          NONE
Maximum Sales Load Imposed on Reinvested
Dividends (as a percentage of offering price)....      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)..............................       5.00%         5.00%        5.00%         5.00%        5.00%
Redemption Fee...................................       NONE          NONE         NONE          NONE         NONE
Exchange Fee.....................................       NONE          NONE         NONE          NONE         NONE
ANNUAL FUND OPERATING EXPENSES (expenses that
are deducted from Fund assets)
Management Fees..................................       1.25%         1.15%         0.80%        1.00%         1.25%
Distribution (12b-1) Fees........................       0.75%         0.75%         0.75%        0.75%         0.75%
Shareholder Servicing Fees.......................       0.25%         0.25%         0.25%        0.25%         0.25%
Other Expenses...................................       0.xx%         0.xx%         0.xx%        0.xx%         0.xx%
                                                      ------        ------        ------       ------        ------
TOTAL FUND OPERATING EXPENSES ...................       x.xx%         x.xx%         x.xx%        x.xx%         x.xx%
Fee Waiver and/or Reimbursements by Adviser (1)..       0.xx%         0.xx%        0.xx%         0.xx%         0.xx%
                                                      ------        ------       ------        ------        ------
NET EXPENSES ....................................       x.xx%         x.xx%        x.xx%         x.xx%         x.xx%
                                                      ======        ======       ======        ======        ======
</TABLE>


        (1)    The Investment Adviser has entered into expense limitation
               agreements with each of the Fund, under which it will limit
               expenses of the Fund, excluding interest, taxes, brokerage and
               extraordinary expenses through October 31, 2000. The expense
               limit for each such Fund is shown as "Net Expenses".



                                       51
<PAGE>   151
<TABLE>
<CAPTION>
                                                                                             ING
                                                                                             ---
                                                                                 ING        GLOBAL
                                                                                 ---        ------
                                                          ING         ING      EMERGING      REAL         ING
                                                          ---         ---      --------      ----         ---
                                                       INTERNET    BALANCED    MARKETS      ESTATE      QUALITY OF
                                                       --------    --------    -------      ------      ----------
                                                         FUND        FUND        FUND        FUND       LIFE FUND
                                                         ----        ----        ----        ----       ---------
<S>                                                    <C>         <C>         <C>          <C>         <C>
SHAREHOLDER FEES (fees paid directly from your
investment)
Maximum Sales Load Imposed on Purchases
  (as a percentage of offering price)............         NONE        NONE        NONE        NONE        NONE
Maximum Sales Load Imposed on Reinvested Dividends
  (as a percentage of offering price)............         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)...................................         5.00%       5.00%       5.00%       5.00%       5.00%
Redemption Fee...................................         NONE        NONE        NONE        NONE        NONE
Exchange Fee.....................................         NONE        NONE        NONE        NONE        NONE
ANNUAL FUND OPERATING EXPENSES (expenses that are
deducted from Fund assets)
Management Fees..................................         1.25%       0.80%       1.25%       1.00%       1.00%
Distribution (12b-1) Fees........................         0.75%       0.75%       0.75%       0.75%       0.75%
Shareholder Servicing Fees.......................         0.25%       0.25%       0.25%       0.25%       0.25%
Other Expenses (1)...............................         0.xx%       0.xx%       x.xx%       0.xx%       0.xx%
                                                        ------      ------       -----       -----       -----
TOTAL FUND OPERATING EXPENSES ...................         x.xx%       x.xx%       x.xx%       x.xx%       x.xx%
Fee Waiver and/or Reimbursements by Adviser (2)..         0.xx%       0.xx%       x.xx%       0.xx%       0.xx%
                                                        ------      ------       -----       -----       -----
NET EXPENSES ....................................         x.xx%       x.xx%       x.xx%       x.xx%       x.xx%
                                                        ======      ======       =====       =====       =====
</TABLE>


     (1)  Other expenses are based on estimated amounts for the current fiscal
          year.

     (2)  The Investment Adviser has entered into expense limitation agreements
          with each of the Fund, under which it will limit expenses of the Fund,
          excluding interest, taxes, brokerage and extraordinary expenses
          through October 31, 2000. The expense limit for each such Fund is
          shown as "Net Expenses".
<TABLE>
<CAPTION>
                                                        ING TAX
                                                        -------
                                                       EFFICIENT     ING GLOBAL       ING         ING         ING
                                                       ---------     ----------       ---         ---         ---
                                                        EQUITY      TELECOMMUNIC    INTERNET      CMBS       STABLE
                                                        ------      ------------    --------      ----       ------
                                                       VALUE FUND   ATIONS FUND       FUND        FUND      VALUE FUND
                                                       ----------   -----------       ----        ----      ----------
<S>                                                   <C>           <C>             <C>          <C>        <C>
SHAREHOLDER FEES (fees paid directly from your
investment)
Maximum Sales Load Imposed on Purchases
  (as a percentage of offering price)............         5.75%         5.75%         5.75%       5.75%       5.75%
Maximum Sales Load Imposed on Reinvested Dividends
  (as a percentage of offering price)............         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)...................................         NONE(1)        NONE(1)       NONE(1)     NONE(1)     NONE(1)
Redemption Fee...................................         NONE           NONE          NONE        1.00%(2)    2.50%(3)
Exchange Fee.....................................         NONE           NONE          NONE        NONE        NONE
ANNUAL FUND OPERATING EXPENSES (expenses that are
deducted from Fund assets)
Management Fees..................................          0.80%         1.25%         1.25%       0.65%       0.40%
Distribution (12b-1) Fees........................          0.75%         0.75%         0.75%       0.75%       0.75%
Shareholder Servicing Fees.......................          0.25%         0.25%         0.25%       0.25%       0.25%
Other Expenses (4)...............................          0.xx%         0.xx%         0.xx%       x.xx%       0.xx%
                                                         ------        ------         -----        ----       -----
TOTAL FUND OPERATING EXPENSES ...................          x.xx%         x.xx%         x.xx%       x.xx%       x.xx%
Fee Waiver and/or Reimbursements by Adviser (5)..          0.xx%         0.xx%         0.xx%       x.xx%       0.xx%
                                                         ------        ------         -----        ----       -----
NET EXPENSES ....................................          x.xx%         x.xx%         x.xx%       x.xx%       x.xx%
                                                         ======        ======         =====        ====       =====
</TABLE>

     (1)  Under certain circumstances, purchases of Class A shares not subject
          to an initial sales charge will be subject to a CDSL if redeemed
          within 12 months of the calendar month of purchase. For an additional
          discussion of the Class A CDSL, see this Prospectus under "How to
          Purchase Shares."

     (2)  Applied to shares redeemed within six months of purchase.

     (3)  Redemptions made upon certain conditions are not subject to the
          redemption fee. See "How to Redeem Shares - Redemption Fees" in this
          Prospectus.

     (4)  Other expenses are based on estimated amounts for the current fiscal
          year.

     (5)  The Investment Adviser has entered into expense limitation agreements
          with each of the Fund, under which it will limit expenses of the Fund,
          excluding interest, taxes, brokerage and extraordinary expenses
          through October 31, 2000. The expense limit for each such Fund is
          shown as "Net Expenses".


                                       52
<PAGE>   152
<TABLE>
<CAPTION>

                                                                                                                      ING U.S.
                                                                                                                      --------
                                                                                              ING                    TREASURY
                                                                                              ---                    --------
                                                      ING        ING HIGH        ING        MORTGAGE   ING MONEY      MONEY
                                                      ---        --------        ---        --------   ---------      -----
                                                  INTERMEDIATE    YIELD       INTERNATIONAL  INCOME       MARKET      MARKET
                                                  ------------    -----       -------------  ------       ------      ------
                                                    BOND FUND    BOND FUND     BOND FUND      FUND        FUND        FUND
                                                    ---------    ---------     ---------      ----        ----        ----
<S>                                               <C>            <C>          <C>           <C>         <C>          <C>
SHAREHOLDER FEES (fees paid directly from your
investment)
Maximum Sales Load Imposed on Purchases
  (as a percentage of offering price)............     NONE          NONE        NONE           NONE       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)..............................     5.00%         5.00%       5.00%          5.00%      5.00%       5.00%
Redemption Fee...................................     NONE          NONE        NONE           NONE       NONE        NONE
Exchange Fee.....................................     NONE          NONE        NONE           NONE       NONE        NONE
ANNUAL FUND OPERATING EXPENSES (expenses that
are deducted from Fund assets)
Management Fees..................................     0.50%         0.65%       1.00%          0.50%      0.25%       0.25%
Distribution (12b-1) Fees........................     0.75%         0.75%       0.75%          0.75%      0.75%       0.75%
Shareholder Servicing Fees.......................     0.25%         0.25%       0.25%          0.25%      0.25%       0.25%
Other Expenses (1)...............................     0.xx%         0.xx%       0.xx%          0.xx       0.xx%       0.xx%
                                                     -----         -----       -----         ------     ------      ------
TOTAL FUND OPERATING EXPENSES ...................     x.xx%         x.xx%       x.xx%          x.xx%      x.xx%       x.xx%
Fee Waiver and/or Reimbursements by Adviser (2)..     0.xx%         0.xx%       0.xx%          0.xx%      0.xx%       0.xx%
                                                     -----         -----       -----         ------     ------      ------
NET EXPENSES ....................................     x.xx%         x.xx%       x.xx%          x.xx%      x.xx%       x.xx%
                                                     =====         =====       =====         ======     ======      ======
</TABLE>


     (1)  Other expenses for the ING Mortgage Income Fund and the ING U.S.
          Treasury Money Market Fund are based on estimated amounts for the
          current fiscal year.

     (2)  The Investment Adviser has entered into expense limitation agreements
          with each of the Fund, under which it will limit expenses of the Fund,
          excluding interest, taxes, brokerage and extraordinary expenses
          through October 31, 2000. The expense limit for each such Fund is
          shown as "Net Expenses".


                                       53
<PAGE>   153
EXAMPLES

These Examples are intended to help you compare the cost of investing in the
Funds with the cost of investing in other mutual funds. Each Example assumes
that:

                    -    you invest $10,000 in Class X shares of each Fund for
                         the time period indicated;

                    -    your investment has a 5% return each year;

                    -    the Fund's operating expenses remain the same except
                         for the expiration of the expense waiver and
                         reimbursements by the Adviser which will end on October
                         31, 2000;

                    -    you redeem all of your shares at the end of the time
                         period indicated; and

                    -    with regard to the ING High Yield Real Estate Fund and
                         ING Enhanced Capital Preservation Fund, the shares
                         redeemed are not subject to the redemption fee.

The Examples also reflect your receipt of additional Bonus Shares (see "How to
Purchase Shares" for a discussion of Bonus Shares). Although your actual costs
may be higher or lower, based on these assumptions your costs would be:
<TABLE>
<CAPTION>

                                              1 year        3 years      5 years    10 years
                                              ------        -------      -------    --------
<S>                                             <C>         <C>         <C>         <C>
STOCK FUNDS

ING Large Cap Growth Fund                       $___        $___        $___        $_____

ING Growth & Income Fund                        $___        $___        $___        $_____

ING Mid Cap Growth Fund                         $___        $___        $___        $_____

ING Small Cap Growth Fund                       $___        $___        $___        $_____

ING Global Brand Names Fund                     $___        $___        $___        $_____

ING International Equity Fund                   $___        $___        $___        $_____

ING European Equity Fund                        $___        $___        $___        $_____

ING Tax Efficient Equity Fund                   $___        $___        $___        $_____

ING Tax Efficient Equity Value Fund             $___        $___

ING Focus Fund                                  $___        $___        $___        $_____

ING Global Information Technology Fund          $___        $___        $___        $_____

ING Global Communications Fund                  $___        $___

ING Internet Fund                               $___        $___

ING Technology Fund                             $___        $___

ING Balanced Fund                               $___        $___

ING Emerging Markets Equity Fund                $___        $___

ING Global Real Estate Fund                     $___        $___

ING Quality of Life Fund                        $___        $___
</TABLE>


                                       54
<PAGE>   154
<TABLE>
<S>                                             <C>         <C>         <C>         <C>
BOND FUNDS

ING Intermediate Bond Fund                      $___        $___        $___        $_____

ING High Yield Bond Fund                        $___        $___        $___        $_____

ING High Yield Real Estate Fund                 $___        $___

ING International Bond Fund                     $___        $___        $___        $_____

ING Mortgage Income Fund                        $___        $___

ING Enhanced Capital Preservation Fund          $___        $___

MONEY MARKET FUNDS

ING Money Market Fund                           $___        $___        $___        $_____

ING U.S. Treasury Money Market Fund             $___        $___
</TABLE>


You would pay the following expenses if you did not redeem your shares:

<TABLE>
<CAPTION>

                                                1 year     3 years     5 years     10 years
                                                ------     -------     -------     --------
<S>                                            <C>         <C>         <C>         <C>
STOCK FUNDS

ING Large Cap Growth Fund                       $___        $___        $___        $_____

ING Growth & Income Fund                        $___        $___        $___        $_____

ING Mid Cap Growth Fund                         $___        $___        $___        $_____

ING Small Cap Growth Fund                       $___        $___        $___        $_____

ING Global Brand Names Fund                     $___        $___        $___        $_____

ING International Equity Fund                   $___        $___        $___        $_____

ING European Equity Fund                        $___        $___        $___        $_____

ING Tax Efficient Equity Fund                   $___        $___        $___        $_____

ING Tax Efficient Equity Value Fund             $___        $___

ING Focus Fund                                  $___        $___        $___        $_____

ING Global Information Technology Fund          $___        $___        $___        $_____

ING Global Communications Fund                  $___        $___

ING Internet Fund                               $___        $___

ING Technology Fund                             $___        $___

ING Balanced Fund                               $___        $___
</TABLE>


                                       55
<PAGE>   155
<TABLE>
<S>                                             <C>         <C>         <C>         <C>
ING Emerging Markets Equity Fund                $___        $___

ING Global Real Estate Fund                     $___        $___

ING Quality of Life Fund                        $___        $___

BOND FUNDS

ING Intermediate Bond Fund                      $___        $___        $___        $_____

ING High Yield Bond Fund                        $___        $___        $___        $_____

ING High Yield Real Estate Fund                 $___        $___

ING International Bond Fund                     $___        $___        $___        $_____

ING Mortgage Income Fund                        $___        $___

ING Enhanced Capital Preservation Fund          $___        $___

MONEY MARKET FUNDS

ING Money Market Fund                           $___        $___        $___        $_____

ING U.S. Treasury Money Market Fund             $___        $___
</TABLE>


                                       56
<PAGE>   156
                             MANAGEMENT OF THE FUNDS

         The Investment Manager. ING Mutual Funds Management Co. LLC (the
"Investment Manager") serves as each Fund's investment manager. The Investment
Manager is a wholly owned indirect subsidiary of ING Groep, N.V. ("ING Group")
and is registered with the Securities and Exchange Commission. The Investment
Manager is located at 1475 Dunwoody Drive, West Chester, PA 19380. As of
December 31, 1999, the Investment Manager managed over $ ____ million in assets.

         The Investment Manager supervises all aspects of each Fund's operations
and provides investment advisory services to the Funds. This includes engaging
sub-advisers, as well as monitoring and evaluating the management of the assets
of each such Fund by its sub-adviser. The Investment Manager has acted as an
investment adviser to mutual funds since 1998. Today, the Investment Manager
advises or manages ___ investment portfolios, including the Funds, encompassing
a broad range of investment objectives.

         Investment Manager Compensation. The following table shows the
aggregate annual advisory fee to be paid by each Fund as a percentage of that
Fund's average daily net assets:
<TABLE>
<CAPTION>
               FUND                                          ADVISORY 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 Global Brand Names Fund                      1.00%
               ING International Equity Fund                    1.25%
               ING European Equity Fund                         1.15%
               ING Tax Efficient Equity Fund                    0.80%
               ING Tax Efficient Equity Value Fund              0.80%
               ING Focus Fund                                   1.00%
               ING Global Information Technology Fund           1.25%
               ING Global Communications Fund                   1.25%
               ING Internet Fund                                1.25%
               ING Technology Fund                              1.25%
               ING Balanced Fund                                0.80%
               ING Emerging Markets Equity Fund                 1.25%
               ING Global Real Estate Fund                      1.00%
               ING Quality of Life Fund                         1.00%
               ING Intermediate Bond Fund                       0.50%
               ING High Yield Bond Fund                         0.65%
               ING High Yield Real Estate Fund                  0.65%
               ING International Bond Fund                      1.00%
               ING Mortgage Income Fund                         0.50%
               ING Enhanced Capital Preservation Fund           0.40%
               ING Money Market Fund                            0.25%
               ING U.S. Treasury Money Market Fund              0.25%
</TABLE>

         Sub-Advisers. The Investment Manager has engaged affiliated investment
management firms to act as sub-advisers to each of the Funds, as indicated in
the table below. Each sub-adviser has full investment discretion to make all
determinations with respect to the investment of their respective Fund's assets
and the purchase and sale of portfolio securities and other investments. Each
sub-adviser is a wholly owned indirect subsidiary of ING Group and is registered
with the Securities and Exchange Commission.


                                       57
<PAGE>   157
<TABLE>
<CAPTION>
                           FUND                                        SUB-ADVISER
<S>                                                 <C>
         ING Large Cap Growth Fund                   Baring Asset Management, Inc.
         ING Growth & Income Fund                    ING Investment Management, LLC
         ING Mid Cap Growth Fund                     Furman Selz Capital Management LLC
         ING Small Cap Growth Fund                   Furman Selz Capital Management LLC *
         ING Global Brand Names Fund                 ING Investment Management Advisors B.V.
         ING International Equity Fund               Baring Asset Management, Inc. / Baring
                                                     International Investment Limited / Baring
                                                     International Investment (Asia) Limited
         ING European Equity Fund                    ING Investment Management Advisors B.V.
         ING Tax Efficient Equity Fund               Delta Asset Management
         ING Tax Efficient Equity Value Fund         Delta Asset Management/
                                                     Furman Selz Capital Management LLC
         ING Focus Fund                              Furman Selz Capital Management LLC
         ING Global Information Technology Fund      ING Investment Management Advisors B.V.
         ING Global Communications Fund              ING Investment Management Advisors B.V.
         ING Internet Fund                           ING Investment Management Advisors B.V.
         ING Technology Fund                         ING Investment Management Advisors B.V.
         ING Balanced Fund                           Furman Selz Capital Management LLC
         ING Emerging Markets Equity Fund            Baring Asset Management, Inc. / Baring
                                                     International Investment Limited / Baring
                                                     International Investment (Asia) Limited
         ING Global Real Estate Fund                 ING Investment Management Advisors B.V.
                                                     /CRA Real Estate Securities L.P.
         ING Quality of Life Fund                    ING Investment Management Advisors B.V.
         ING Intermediate Bond Fund                  ING Investment Management, LLC
         ING High Yield Bond Fund                    ING Investment Management, LLC
         ING High Yield Real Estate Fund             Clarion Capital, LLC
         ING International Bond Fund                 Baring Asset Management, Inc. / Baring
                                                     International Investment Limited / Baring
                                                     International Investment (Asia) Limited
         ING Enhanced Capital Preservation Fund      ING Institutional Markets Capital Asset
                                                     Management, LLC
         ING Mortgage Income Fund                    ING Investment Management, LLC
         ING Money Market Fund                       ING Investment Management, LLC
         ING U.S. Treasury Money Market Fund         ING Investment Management, LLC
</TABLE>

*    Prior to November 1, 1999, Baring Asset Management, Inc. acted as
     sub-adviser to the ING Small Cap Growth Fund.

     Baring Asset Management, Inc. Baring Asset Management, Inc. ("BAM") serves
as sub-adviser to the ING Large Cap Growth Fund and as co-sub-adviser, with
Baring International Investment Limited ("BIIL") and Baring International
Investment (Asia) Limited ("BIAL"), to the ING International Equity Fund, the
ING Emerging Markets Equity Fund and the ING International Bond Fund. BAM is
located at 125 High Street, Boston, MA 02110. BIIL is located at 155
Bishopsgate, London, England EC2M 3XY. BIAL is located at 19/F Edinburgh Tower,
The Landmark, 15 Queens Road, Central, Hong Kong. BAM, BIIL and BIAL, each a
wholly-owned subsidiary of Baring Asset Management Holdings Limited ("BAMHL")
provide investment management services to clients located around the world.
BAMHL, a global company registered in England and Wales, is the parent of the
worldwide group of investment management firms 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


                                       58
<PAGE>   158
companies, insurance companies and private clients. As of December 31, 1999, the
BAM Group managed approximately $xx.x billion of assets.

    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 performance
is not necessarily representative of the past performance of BAM's management
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. 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 December 31, 1999, as adjusted for the annualized
gross expenses for the ING Large Cap Growth Fund's Class X shares during their
initial fiscal period. The amounts shown assume redemption of Fund shares at the
end of each period indicated. 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 regulations.

    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 ENDED DECEMBER 31, 1999

LARGE CAP GROWTH COMPOSITE

<TABLE>
<CAPTION>
                          Class X         S&P 500 Index
                        -----------    ------------------
<S>                     <C>            <C>
1 Year
3 Years
5 Years
10 Years
</TABLE>

    The figures following show past performance of BAM, BIIL and BIAL (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 and the ING International Bond Fund. The
performance is not necessarily representative of the past performance of the
Co-Sub-Advisers' management 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 performance of the ING International Equity
Fund or the ING International Bond Fund. The tables show the total returns for a
composite of the actual performance of international equity accounts and
international fixed income accounts managed by the Co-Sub-Advisers for various
periods ended December 31, 1999, as adjusted for the annualized gross expenses
for each Fund's Class X shares during their initial fiscal period. 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
and the Salomon Brothers World Government Bond Non-U.S. Dollar Index ("SWGB
ex-US$ Index"), respectively, each an unmanaged market index. The performance
shown 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 and
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 Equity Fund or the ING International Bond Fund. The actual
performance may be higher or lower than that shown.


                                       59
<PAGE>   159
ANNUALIZED RATES OF RETURN FOR PERIODS ENDED DECEMBER 31, 1999

INTERNATIONAL EQUITY COMPOSITE

<TABLE>
<CAPTION>

                              Class X           MSCI EAFE Index
                              -------           ---------------
<S>                           <C>               <C>
1 Year
3 Years
5 Years
10 Years
</TABLE>


INTERNATIONAL BOND COMPOSITE
<TABLE>
<CAPTION>
                              Class X         SWGB ex-U.S.$ Index
                              -------         -------------------
<S>                           <C>             <C>
1 Year
3 Years
5 Years
10 Years
</TABLE>


    ING Investment Management LLC. ING Investment Management, LLC ("IIM") serves
as sub-adviser to the ING Growth and Income Fund, the ING Intermediate Bond
Fund, the ING High Yield Bond Fund, the ING Mortgage Income Fund, the ING Money
Market Fund and the ING U.S. Treasury Money Market Fund. IIM is located at 5780
Powers Ferry Road, N.W., Suite 300, Atlanta, GA 30327. IIM is engaged in the
business of providing investment advice to portfolios which, as of December 31,
1999, were valued at $xx.x billion. IIM also advises other registered investment
companies.

    ING Investment Management Advisors B.V. ING Investment Management Advisors
B.V. ("IIMA") serves as sub-adviser to the ING Global Brand Names Fund, the ING
European Equity Fund, the ING Global Information Technology Fund, the ING
Internet Fund, the ING Global Communications Fund, and the ING Technology Fund
and the ING Quality of Life Fund. IIMA also serves as co-sub-adviser with CRA
Real Estate Securities, L.P. to the ING Real Estate Fund. IIMA is located at
Schenkkade 65, 2595 AS The Hague, The Netherlands. IIMA is a company organized
to manage investments and provide investment advice on a worldwide basis to
entities affiliated and unaffiliated with ING Group. IIMA operates under the
collective management of ING Investment Management which has assets under
management of $xxx billion as of December 31, 1999.

    The figures following show past performance of IIMA in managing accounts
with investment objectives, policies, styles and techniques substantially
similar though not identical to those of the ING Global Communications Fund. The
performance is not necessarily representative of the past performance of IIMA's
management team or any individual of the team. Information presented is based on
performance data provided by IIMA. The past performance does not represent the
ING Global Communications Fund's performance. The table shows the total returns
for a composite of the actual performance of global communications accounts
managed by IIMA for various periods ended December 31, 1999, as adjusted for the
annualized gross expenses for the ING Global Communications Fund's Class X
shares during their initial fiscal period. 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 Telecommunications Index. The
performance shown is calculated in accordance with established Securities and
Exchange Commission rules and regulations.

    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 Global Communications Fund may
vary in some respects. The


                                       60
<PAGE>   160
information should not be considered a prediction of the future performance of
the ING Global Communications Fund. The actual performance may be higher or
lower than that shown.

ANNUALIZED RATES OF RETURN FOR PERIODS ENDED DECEMBER 31, 1999

GLOBAL COMMUNICATIONS COMPOSITE
<TABLE>
<CAPTION>
                              Class X                  MSCI
                                                TELECOMMUNICATIONS
                                                       Index
<S>                           <C>               <C>
1 Year
3 Years
5 Years
10 Years
</TABLE>


    Furman Selz Capital Management LLC. Furman Selz Capital Management LLC
("FSCM") serves as sub-adviser to the ING Mid Cap Growth Fund, the ING Small Cap
Growth Fund, the ING Focus Fund and the ING Balanced Fund. FSCM also serves as
co-sub-adviser with Delta Asset Management to the ING Tax Efficient Equity Value
Fund. FSCM is located at 230 Park Avenue, New York, NY 10169. FSCM is engaged in
the business of providing investment advice to institutional and individual
client accounts which, as of December 31, 1999, were valued at approximately
$x.xx billion

    Delta Asset Management. Delta Asset Management ("Delta") serves as
sub-adviser to the ING Tax Efficient Equity Fund and acts as co-sub-adviser with
FSCM to the ING Tax Efficient Equity Value Fund. Delta is located at 333 South
Grand Avenue, Los Angeles, CA 90071. Delta is a division of Furman Selz Capital
Management LLC, an investment management firm providing investment advice to
institutional and individual client accounts which, as of December 31, 1999,
were valued at approximately $x.xx billion

    CRA Real Estate Securities, L.P. CRA Real Estate Securities, L.P ("CRA")
serves as co-sub-adviser to the ING Global Real Estate Fund. CRA is located at
259 Radnor-Chester Road, Radnor, PA 19087. CRA is in the business of providing
investment advice to institutional and individual client accounts which, as of
December 31, 1999 were valued at approximately $x.xx million.

    Clarion Capital, LLC. Clarion Capital, LLC ("Clarion") serves as sub-adviser
to the ING High Yield Real Estate Fund. Clarion is located at 335 Madison
Avenue, New York, New York 10017. Clarion is in the business of providing
investment advice to institutional and individual client accounts which, as of
December 31, 1999 were valued at approximately $x.xx billion.

    The figures following show past performance of Clarion in managing accounts
with investment objectives, policies, styles and techniques substantially
similar though not identical to those of the ING High Yield Real Estate Fund.
The performance is not necessarily representative of the past performance of
Clarion's management team or any individual of the team. Information presented
is based on performance data provided by Clarion. The past performance does not
represent the ING High Yield Real Estate Fund's performance. The table shows the
total returns for a composite of the actual performance of a mutual fund with a
substantially similar investment objective and policies managed by Clarion for
various periods ended December 31, 1999, as adjusted for the annualized expenses
for the ING High Yield Real Estate Fund's Class X shares during their initial
fiscal period. 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 Brothers Aggregate Bond Index. The performance shown is calculated
in accordance with established Securities and Exchange Commission rules and
regulations.

    The information should not be considered a prediction of the future
performance of the ING High Yield Real Estate Fund. The actual performance may
be higher or lower than that shown.

    The figures following show past performance of Clarion in managing accounts
with investment objectives, policies, styles and techniques substantially
similar though not identical to those of the ING


                                       61
<PAGE>   161
High Yield Real Estate Fund. The performance is not necessarily representative
of the past performance of Clarion's management team or any individual of the
team. Information presented is based on performance data provided by Clarion.
The past performance does not represent the ING High Yield Real Estate Fund's
performance. The table shows the total returns for a composite of the actual
performance of global communications accounts managed by Clarion for various
periods ended December 31, 1999, as adjusted for the annualized gross expenses
for the ING High Yield Real Estate Fund's Class X shares during their initial
fiscal period. 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 Brothers Aggregate Bond Index. The performance shown is calculated
in accordance with established Securities and Exchange Commission rules and
regulations.

    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 High Yield Real Estate Fund may
vary in some respects. The information should not be considered a prediction of
the future performance of the ING High Yield Real Estate Fund. The actual
performance may be higher or lower than that shown.

ANNUALIZED RATES OF RETURN FOR PERIODS ENDED DECEMBER 31, 1999

COMMERCIAL MORTGAGE-BACKED SECURITY MUTUAL FUND
<TABLE>
<CAPTION>

                              Class X           Lehman Brothers
                                                Aggregate Bond
                                                     Index
<S>                           <C>               <C>
1 Year
3 Years
5 Years
10 Years
</TABLE>


    ING Institutional Markets Capital Asset Management, LLC. ING Institutional
Markets Capital Asset Management, LLC ("ING Capital Markets") serves as
sub-adviser to the ING Enhanced Capital Preservation Fund. ING Capital Markets
is located at 1290 Broadway, Denver, Colorado 80203. ING Capital Markets is a
newly registered Investment Adviser.

         Portfolio Managers. The following individuals are primarily responsible
for the day-to-day management of each Fund's portfolio:

         ING Large Cap Growth Fund. Mr. William Thomas has primary
         responsibility for managing the Fund and is head of an eleven-member
         team of investment professionals. The team has an average of 20 years
         investment experience. Mr. Thomas has been an investment professional
         with BAM since 1987 and has over 25 years of investment experience.

         ING Growth & Income Fund. Mr. Martin Jansen and Mr. David Kushner have
         primary responsibility for managing the Fund and co-head a six-member
         team of investment professionals. Mr. Jansen and Mr. Kushner have been
         employed by IIMA and IIM, respectively, as investment professionals
         since 1997 and they each have 20 years of investment experience.

         ING Mid Cap Growth Fund. Mr. Matthew Price and Mr. David Campbell have
         primary responsibility for managing the Fund and co-head a four-member
         team of investment professionals. The average experience of the team is
         25 years. Messrs. Price and Campbell have been investment professionals
         with FSCM since 1990 and each has over 19 years of experience.

         ING Small Cap Growth Fund. Mr. George J. Paoletti has primary
         responsibility for managing the Fund. Mr. Paoletti has been employed by
         FSCM since 1999 and has 7 years of investment experience. Before
         joining FSCM, Mr. Paoletti was a portfolio manager with Morgan Stanley

                                       62
<PAGE>   162
         Dean Witter Advisors (1997-1999), a senior equity analyst with Fred
         Alger Management (1995-1997) and an equity analyst with Off Wall Street
         Consulting (1992-1995).

         ING Global Brand Names Fund. Mr. Herman Kleeven has primary
         responsibility for managing the Fund. Mr. Kleeven has been employed by
         IIMA and its affiliates since 1997 and has seven years of investment
         experience. Before joining IIMA and its affiliates, Mr. Kleeven was a
         portfolio manager for Robeco Group, Rotterdam, The Netherlands.

         ING International Equity Fund. Mr. James Williams and Mr. Hayes Miller
         have primary responsibility for managing the Fund and co-head a
         six-member team of investment professionals. The team utilizes the
         resources of the regional equity teams of the co-Sub-Advisers. The
         average experience of the team is 23 years. Mr. Williams has been an
         investment professional with BIIL and its affiliates since 1975 and has
         over 25 years of investment experience. Mr. Miller has been an
         investment professional with BIIL since 1994 and has 19 years of
         investment experience.

         ING European Equity Fund. Mr. Adrian van Tiggelen has primary
         responsibility for managing the Fund and heads an eight-member team of
         investment professionals. The average experience of the team is nine
         years. Mr. Van Tiggelen has been employed by IIMA and its affiliates
         since 1988 and has eleven years of investment experience.

         ING Tax Efficient Equity Fund. Mr. Robert Sandroni, Mr. Carl Goldsmith
         and Ms. Marla K. Ryan have primary responsibility for managing the
         Fund. Mr. Sandroni and Mr. Goldsmith have been investment professionals
         with Delta since 1991 and each have over 20 years of investment
         experience. Ms. Ryan has been an investment professional with Delta
         since 1998 and has over 10 years of investment experience.

         ING Tax Efficient Equity Value Fund. Mr. Robert Sandroni, Mr. Carl
         Goldsmith and Ms. Marla K. Ryan of Delta have primary responsibility
         for managing the Fund's large capitalization securities. Mr. Sandroni
         and Mr. Goldsmith have been investment professionals with Delta since
         1991 and each have over 20 years of investment experience. Ms. Ryan has
         been an investment professional with Delta since 1998 and has over 10
         years of investment experience. Mr. ___ and Mr. ____ of FSCM have
         primary responsibility for managing the Fund's small and
         mid-capitalization securities. Mr. ___ and Mr. ____ have been
         investment professionals with FSCM since 19__ and each have over __
         years of investment experience.

         ING Focus Fund. Mr. Adrian Jones and Mr. Michael Kass have primary
         responsibility for managing the Fund. Mr. Jones has been an investment
         professional with FSCM since 1996 and has 12 years of investment
         experience. Mr. Kass has been an investment professional with FSCM
         since 1996 and has thirteen years of investment experience. Prior to
         1996, Mr. Kass was an investment professional with Furman Selz for five
         years in the Proprietary Management Division.

         ING Global Information Technology Fund. Mr. Guy Uding has primary
         responsibility for managing the Fund and heads a three-member team of
         investment professionals. Mr. Uding has been employed by IIMA and its
         affiliates since 1995 and has five years of investment experience.

         ING Global Communications Fund. Mr. Daniel Hayes has primary
         responsibility in managing the Fund and heads a ___ member team of
         investment professionals. Mr. Hayes has been employed by IIMA and its
         affiliates since 19__ and has __ years of investment experience.

         ING Internet Fund. Mr. Guy Uding has primary responsibility for
         managing the Fund and heads a three-member team of investment
         professionals. Mr. Uding has been employed by IIMA and its affiliates
         since 1995 and has five years of investment experience.

         ING Technology Fund. Mr. Guy Uding has primary responsibility for the
         Fund and heads a three-member team of investment professionals. Mr.
         Uding has been employed by IIMA and its affiliates since 1995 and has
         five years of investment experience.

                                       63
<PAGE>   163
         ING Balanced Fund. Mr. Robert Schonbrunn, Mr. Alan Segars, Mr. Adrian
         Jones and Mr. Michael Kass, a team of investment professionals with an
         average of 17 years of investment experience, manage the Fund. Messrs.
         Schonbrunn and Segars are responsible for the fixed income portion of
         the Fund and Messrs. Jones and Kass are responsible for the equity
         portion of the Fund. Mr. Schonbrunn has been an investment professional
         with FSCM since 1985 and has 32 years of investment experience. Mr.
         Segars has been an investment professional with FSCM since 1993 and has
         30 years of investment experience. Mr. Jones has been an investment
         professional with FSCM since 1996 and has 12 years of investment
         experience. Mr. Kass has been an investment professional with FSCM
         since 1996 and has 13 years of investment experience.

         ING Emerging Markets Fund. Mr. Rory Landman heads a team of 29
         investment professionals in managing the Fund in conjunction with the
         regional equity teams of the Co-Sub-Advisers. Mr. Landman has been an
         investment professional with BIIL since 1994 and has 12 years of
         investment experience.

         ING Global Real Estate Fund. Mr. Michael Lipsch heads a team of
         investment professionals with responsibility for managing the non U.S.
         securities held by the Fund. Mr. Lipsch has been with IIMA since 1997
         and has 10 years of investment experience. Prior to joining IIMA, Mr.
         Lipsch was a portfolio manager for the Shell pension fund in The Hague,
         The Netherlands. With regard to the management of the U.S. securities
         held by the Fund, Kenneth D. Campbell and T. Ritson Ferguson, CFA have
         shared primary responsibility. Mr. Campbell has been with CRA and its
         predecessors since 1969 and has 19 years of investment experience. Mr.
         Ferguson has been with CRA and its predecessors since 1992 and has
         seven years of investment experience.

         ING Quality of Life Fund. A team of two investment professionals, led
         by Mr. Herman Kleeven, manages the Fund. This team is supported by the
         global equity team of IIMA and its affiliates. Mr. Kleeven has been
         employed by IIMA and its affiliates since 1997 and has eight years of
         investment experience. Before joining IIMA and its affiliates, Mr.
         Kleeven was a portfolio manager for Robeco Group, Rotterdam, The
         Netherlands.

         ING Intermediate Bond Fund. Mr. James Kauffman, with 12 years of
         investment experience, leads a team of three investment professionals
         in managing the Fund.

         ING High Yield Bond Fund. Mr. Robert Bowman, with more than 20 years of
         investment experience, leads a team of five investment professionals in
         managing the Fund. Mr. Bowman has been a Senior Vice President and
         Managing Director at IIM since 19__.

         ING High Yield Real Estate Fund. Mr. Frank L. Sullivan, Jr. and Mr.
         Daniel Heflin have primary responsibility for managing the Fund. Mr.
         Sullivan has been an investment professional with Clarion since 1984
         and has over 25 years of real estate investment experience. Mr. Heflin
         has been an investment professional with Clarion since 1995 and has
         over 12 years of fixed income investment experience.

         ING International Bond Fund. Mr. Paul Thursby, with 19 years of
         investment experience, leads a team of eight investment professionals
         in managing the Fund. The team has an average of 18 years of investment
         experience. Mr. Thursby has been an investment professional with BIIL
         since 1981.

         ING Mortgage Income Fund. Mr. Jeffrey Seel, with more than 20 years of
         investment experience, leads a team of investment professionals in
         managing the Fund. Mr. Seel has been an investment professional with
         IIM since 19__.

         ING Enhanced Capital Preservation Fund. Mr. T. Kirby Brown, Jr., with
         11 years of investment experience, leads a team of four investment
         professionals in managing the Fund. Mr. Brown has been an investment
         professional with ING Capital Markets since 1999. Mr. Brown has
         provided portfolio advise to ING Institutional Markets since 1997, and
         prior to that spent one year as a Vice


                                       64
<PAGE>   164
         President and portfolio manager at Koch Industries and prior to that
         worked at ING Investment Management.

         ING Money Market Fund. Ms. Jennifer J. Thompson leads a team of three
         investment professionals in managing the Fund. Ms. Thompson has been
         employed by IIM as an investment professional since 1998 and has seven
         years of investment experience.

         ING U.S. Treasury Money Market Fund. Ms. Jennifer J. Thompson leads a
         team of three investment professionals in managing the Fund. Ms.
         Thompson has been employed by IIM as an investment professional since
         1998 and has seven years of investment experience.


                             HOW TO PURCHASE SHARES

         The Funds offer a choice of five share classes, each with its own sales
load and expense structure, allowing you to invest in the way that best suits
your needs. 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). Class A, Class
B, Class C and Class I shares are offered under separate prospectuses. Each
share class represents an ownership interest in the same investment portfolio.
Any request for purchases of Class X shares by a non-qualified investor of less
than $1,000,000 will be considered as a purchase request for Class B shares. Any
requests for purchases of Class X shares by a non-qualified investor of
$1,000,000 or more will be considered as a purchase request for Class A shares,
because it is more advantageous for an investor to purchase Class A shares for
such amounts.

         The Funds' shares are distributed by ING Funds Distributor, Inc. (the
"Distributor"), an affiliate of the Manager.

         Orders for the purchase of Class X shares of the Funds will be executed
at the net asset value per share next determined after an order has been
received. The public offering price of each Fund is determined as of the close
of regular trading on the New York Stock Exchange (normally 4 p.m. Eastern time)
on each day the Exchange is open for business.

         Notwithstanding the foregoing, a purchase order for shares or a Money
Market Fund must generally be received by a specified "cut-off" time to be
executed on the same day at the price per share next determined, provided that
the Funds' custodian receives federal funds or other immediately available funds
by 4 p.m. Eastern time. The cut-off time applicable to the ING Money Market Fund
is 3:00 p.m. Eastern time and the cut-off time applicable to the ING U.S.
Treasury Money Market Fund is 12 noon Eastern time.

         The public offering price of Class X shares is the net asset value for
the applicable Fund's shares. In addition, you will receive, as a bonus,
additional Class X shares ("Bonus 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. Shares purchased through the reinvestment of
dividends or distributions are not eligible for Bonus Shares.

         If you select Class X shares, you do not pay an initial sales load at
the time of purchase. However, if you redeem your Class X shares within 6 years
after purchase, you may be required to pay a deferred sales load. You will also
pay distribution fees of 0.75% and shareholder servicing fees of 0.25% each year
under a distribution plan that the Funds have adopted under Rule 12b-1. Because
these fees are paid out of a Fund's assets on an ongoing basis, over time these
fees increase the cost of your investment and may cost you more than paying an
initial sales load. The Distributor uses the money that it receives from the
deferred sales loads and the distribution fees to cover the costs of marketing,
advertising, the purchase of Bonus Shares and compensating the securities dealer
who assists you in purchasing Fund shares. Although Class X shares are sold
without an initial sales load, 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 sale.

                                       65
<PAGE>   165
         If you redeem Class X shares within 6 years after purchase, you may be
charged a deferred sales load. The amount of the load gradually decreases as you
hold your shares over time, according to the following schedule:

<TABLE>
<CAPTION>

                           REDEMPTION DURING                   SALES LOAD *
                           -----------------                   ------------
<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%
                        Thereafter                                 None
</TABLE>


                  * The sales load will apply to the lesser of the original cost
                  of the shares being redeemed or the proceeds of your
                  redemption. Bonus Shares or shares acquired through
                  reinvestment of dividends or distributions are not subject to
                  a deferred sales charge.

         The deferred sales load relating to Class X shares will be waived in
certain circumstances, such as:

          -    Mandated minimum post-retirement withdrawals from an IRA or other
               retirement plan if you are over 59-1/2 years old.

          -    Redemptions resulting from shareholder death or disability as
               long as the waiver request is made within one year of death or
               disability or, if later, reasonably promptly following completion
               of probate.

          -    Redemptions resulting from closure by the Fund of the account in
               which shares are held.

         Your Class X shares convert automatically into Class A shares eight
years after purchase. Any Class X shares received through reinvestment of
dividends or distributions paid on converting shares will also convert at that
time. Class A shares are subject to lower annual expenses than Class X shares.
The conversion of Class X shares to Class A shares is not a taxable event for
federal income tax purposes.

         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. Your account will be charged an annual maintenance
fee, but you will not be charged more than one such fee with respect to multiple
accounts of the same plan type established under the same taxpayer
identification number. The Funds reserve the right to reject any purchase order.
Third party and foreign checks will not be accepted. All initial investments may
be made using any of the following methods:


By Mail                                Send your completed and signed
                                       application and check payable to ING
                                       Funds Trust by regular mail to:
                                            ING Funds
                                            P.O. Box 419416
                                            Kansas City, MO 64141-6416

                                       Or by express, registered, or certified
                                       mail to:
                                            ING Funds
                                            c/o DST Systems, Inc.
                                            333 W. 11th Street
                                            Kansas City, MO 64105

Through an Authorized Broker or        Contact your broker or investment adviser
Investment Adviser                     for instructions on purchasing shares
                                       through their organizations. These
                                       organizations may impose additional
                                       requirements and charges for the services
                                       rendered.


                                       66
<PAGE>   166
         You may purchase additional shares after your account has been
established using any of the following methods:


By Mail                               Send a check payable to ING Funds Trust,
                                      along with a remittance slip from a
                                      confirmation statement or with a letter
                                      of instructions including your account
                                      number and Fund name, to the appropriate
                                      address listed above.

Through an Authorized Broker or       Contact your broker or investment adviser.
Investment Adviser


                              HOW TO REDEEM SHARES

         You may redeem your shares, in whole or in part, on each day a Fund is
valued. Shares will be redeemed without charge (except any applicable CDSL) at
the net asset value next determined after a redemption request in good order has
been received by the Funds. In the instance where you own more than one class of
shares and the class of shares being redeemed are not subject to the CDSL, 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.

         The ING High Yield Real Estate Fund and ING Enhanced Capital
Preservation Fund charge a redemption fee under certain conditions to discourage
redemptions initiated by shareholders attempting to take advantage of interest
rate movements. The ING High Yield Real Estate Fund will deduct a 1-% redemption
fee from shares redeemed within six months of purchase. The ING Enhanced Capital
Preservation Fund will deduct a 2.5% redemption fee, except for (i) redemptions
made upon at least 12 months' prior written notice to the Fund, (ii) Plan
participant initiated redemptions, (iii) your death or disability (as that term
is defined in applicable provisions of Section 72 of the Code); (iv) your being
at least age 59-1/2 if the aggregate amount of your total redemptions over the
previous 364 days is less than 10% of the balance of your aggregate share value,
as calculated on January 1 in the year of such redemption; and (v) the Fund
exercising its right to liquidate accounts which are less than the minimum
account size. Unlike CDSL, which is paid to the Distributor, the redemption fee
is paid back to the Fund.

         When 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. You may avoid this delay by investing through wire
transfers of federal funds.

         Once your shares are redeemed, the Funds will ordinarily send the
proceeds by check to you at the address of record on the next business day. To
ensure acceptance of your redemption request, it is important to follow the
procedures described below. Under certain circumstances described below, a
signature guarantee may be required. You may redeem your shares using any of the
following methods:


                                       67
<PAGE>   167
By Mail                                Send your instructions for
                                       redemption to the appropriate address. By
                                       regular mail to:
                                            ING Funds
                                            P.O. Box 419416
                                            Kansas City MO 64141-6416

                                       Or by express, registered or certified
                                       mail to:
                                            ING Funds
                                            c/o DST Systems, Inc.
                                            333 W. 11th Street
                                            Kansas City, MO 64105

                                       Your instructions must include:

                                       -     the name of the Fund and account
                                             number you are redeeming from

                                       -     your name(s) and address as they
                                             appear on your account

                                       -     the dollar amount or number of
                                             shares you wish to redeem

                                       -     your signature(s) as it appears on
                                             your account

                                       -     a signature guarantee, if required
                                             (see below)


Through an Authorized Broker or        You may redeem your shares by contacting
Investment Adviser                     your authorized broker or investment
                                       advisor and instructing him or her to
                                       redeem your shares. Your representative
                                       will then contact the Funds and place a
                                       redemption trade on your behalf. These
                                       organizations may impose certain
                                       restrictions on redemptions and may
                                       charge you a fee for the transaction.

         The Funds reserve the right to redeem in kind. That is, the Funds may
honor redemption requests with readily marketable portfolio securities instead
of cash. You may incur transaction costs associated with converting these
securities to cash.

         Due to the high costs of maintaining small accounts, the Funds may ask
that you increase your account balance if (1) the value of your account falls
below $500 for three consecutive months as a result of redemptions or exchanges,
and (2) your account has been in existence for at least one year and you have
not made any additional purchases in the account within the preceding six
calendar months. If the account balance remains below the minimum requirement
for 60 days after you are notified, the Funds may close your account and send
you the redemption proceeds less any applicable contingent deferred sales load.

         Signature Guarantees. A signature guarantee is designed to protect the
investor, the Funds and their agents by verifying the signature of certain
investors seeking to redeem, transfer, or exchange shares of the Funds.
Signature guarantees are required for:


          -    redemptions by mail in excess of $50,000

          -    redemptions by mail if the proceeds are to be paid to someone
               other than the name(s) in which the account is registered

          -    redemptions requesting proceeds to be sent to a new address or an
               address that has been changed within the past 15 days

          -    requests to transfer the registration of shares to another owner

          -    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.

The foregoing 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. For
information regarding whether a particular institution or organization qualifies
as an "eligible guarantor institution," contact the Funds at 1-877-INFO-ING.

                                       68
<PAGE>   168
                               EXCHANGE PRIVILEGE

         Class X shares of a Fund may be exchanged, based on the per share net
asset values, for Class X shares of any other Fund. You will receive credit for
the period of time you held the shares being exchanged when determining whether
the acquired shares, when redeemed, will be subject to a contingent deferred
sales load.

         Your exchange will be processed at the next determined net asset value
after the Funds receive your request. A new account opened by exchange must be
established with the same name(s), address and social security number as the
existing account.

         You may only exchange shares into a Fund which is authorized for sale
in your state of residence. The Funds may change or discontinue the exchange
privilege after giving you 60 days' prior notice. An exchange of shares is a
taxable event on which you may realize a gain or loss. You may exchange shares
using any of the following methods:


By Mail                            Send a letter of instructions to the Funds
                                   which includes the following information:

                                   -    the name of the Fund and the account
                                        number you are exchanging from

                                   -    your name(s), address and social
                                        security number

                                   -    the dollar amount or number of shares
                                        you wish to exchange

                                   -    the name of the Fund you are
                                        exchanging into

                                   -    your signature(s) as it appears on
                                        your account

                                   Send your instructions by regular mail to:

                                            ING Funds
                                            P.O. Box 419416
                                            Kansas City MO 64141-6416

                                   Or by express, registered or certified mail
                                   to:

                                            ING Funds
                                            c/o DST Systems, Inc.
                                            333 W. 11th Street
                                            Kansas City, MO 64105

Auto-Exchange Privilege            The Auto-Exchange Privilege enables you to
                                   invest regularly, in exchange for shares of a
                                   Fund, in shares of other Funds of which you
                                   are a shareholder. The amount designated ($50
                                   minimum) will be exchanged automatically
                                   according to the schedule you have selected.
                                   The right to exercise this privilege may be
                                   changed or terminated by the Funds upon 60
                                   days' prior notice. For more information on
                                   this privilege or to obtain an Auto-Exchange
                                   Privilege Authorization Form, call the Funds
                                   at 1-877-INFO-ING.


                                PRICING OF SHARES

         Each of the Funds prices its shares based on its net asset value. The
Stock Funds and the Bond Funds value portfolio securities for which market
quotations are readily available at market price. These Funds value all other
securities and assets at their fair value. Securities and other assets quoted in
foreign currencies are valued in U.S. dollars based on the prevailing exchange
rates on that day. In addition, if, between the time trading ends on a
particular security and the close of the New York Stock Exchange (NYSE), events
occur that materially affect the value of the security, the Funds may value the
security at its fair value as determined in good faith by or under the
supervision of the Board of Trustees. The effect of using fair value pricing is
that a Fund's net asset value will be subject to the judgment of the Board of
Trustees or its designee instead of being determined by the market. Because some
of the Funds may invest in securities that are primarily listed on foreign
exchanges, the value of those Funds' shares may change on days when you will not
be able to purchase or redeem shares.

                                       69
<PAGE>   169
         Pursuant to procedures adopted by the Board of Trustees, the fair value
of a Wrapper Agreement ("Wrapper Value") entered into by the ING Enhanced
Capital Preservation Fund generally will be equal to the difference between the
"Book Value" and the market value (plus accrued interest on the underlying
securities) of the portion of the Fund's assets covered by the Agreement
("Covered Assets"). Generally, the Book Value of the Covered Assets is their
purchase price plus interest on the Covered Assets accreted at a rate specified
in the Wrapper Agreement ("Crediting Rate"). The Crediting Rate used in
computing Book Value is calculated by a formula specified in the Wrapper
Agreement and is adjusted periodically. If the market value (plus accrued
interest on the underlying securities) of the Covered Assets is greater than
their Book Value, the Wrapper Value will be reflected as a liability of the Fund
in the amount of the difference, i.e., a negative value, reflecting the
potential liability of the Fund to the Wrapper Provider. If the market value
(plus accrued interest on the underlying securities) of the Covered Assets is
less than their Book Value, the Wrapper Value will be reflected as an asset of
the Fund in the amount of the difference, i.e., a positive value, reflecting the
potential liability of the Wrapper Provider to the Fund. In performing its fair
value determination, the Board expects to consider the creditworthiness and
ability of a Wrapper Provider to pay amounts due under the Wrapper Agreement. If
the Board determines that a Wrapper Provider is unable to make such payments,
that Board may assign a fair value to the Wrapper Agreement that is less than
the difference between the Book Value and the market value (plus accrued
interest on the underlying securities) of the applicable Covered Assets and the
Fund might be unable to maintain NAV stability.

         Each of the Money Market Funds uses the amortized cost method to value
its 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. Although the Board of Trustees has established procedures designed
to stabilize, to the extent reasonably possible, the share price of the Money
Market Funds, there can be no assurance that each Fund's net asset value can be
maintained at $1.00 per share.

         Each Fund determines the net asset value of its shares as of the close
of the NYSE (normally 4:00 p.m., Eastern time) on each day the NYSE is open for
business. The price at which a purchase or redemption is effected is based on
the next calculation of a Fund's net asset value after the order is placed.

                           DIVIDENDS AND DISTRIBUTIONS

         Each Fund intends to distribute to its shareholders substantially all
of its investment company taxable income (which includes dividends and interest
and the excess, if any, of net short-term capital gains over net long-term
capital losses). Each of the Stock Funds will declare and pay these dividends
annually, except for the ING Growth & Income Fund and the ING Balanced Fund,
which will declare and pay dividends quarterly. Each of the Bond Funds and Money
Market Funds will declare these dividends daily and pay these dividends monthly.
In addition, each Fund intends to distribute, at least annually, substantially
all of its 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.

         Dividends and distributions will be reinvested in additional shares of
a Fund at net asset value unless you elect to receive such dividends and
distributions in cash. If you redeem all or a portion of Fund shares prior to a
dividend payment date, you 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 the post office
cannot deliver your checks or if you do not cash your checks within six months,
your dividends may be reinvested in your account at the then-current net asset
value and your account will be converted to the reinvestment option. You will
not receive interest on the amount of your uncashed checks.

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

                                       70
<PAGE>   170
                                      TAXES

         Each Fund is treated as a separate entity for federal income tax
purposes. Each Fund has qualified and intends to continue to qualify as a
regulated investment company by satisfying the requirements under Subchapter M
of the Internal Revenue Code of 1986 (the "Code"), including requirements with
respect to diversification of assets, distribution of income and sources of
income. By so qualifying, 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.

         Investment income received by a Fund from sources within foreign
countries may be subject to foreign income taxes withheld at the source. Such
withholding taxes may be reduced or eliminated under the terms of applicable
United States income tax treaties, and the Funds intend to undertake any
procedural steps required to claim the benefits of such treaties.

         Under the backup withholding rules of the Code, you may be subject to
31% withholding of federal income tax on ordinary income dividends paid by a
Fund. In order to avoid this backup withholding, you must provide the Funds with
a correct taxpayer identification number or certify that you are otherwise
exempt from or not subject to backup withholding.

         Special tax treatment, including a penalty on certain pre-retirement
distributions, is accorded to accounts maintained as qualified retirement plans.
The foregoing discussion is intended for shareholders that are exempt from
federal income taxes. You should consult your own tax advisor as to the federal,
state and local tax consequences of ownership of shares of the Funds in your
particular circumstances.


                          MORE INFORMATION ABOUT RISKS

         A Fund's risk profile is largely a factor of the principal securities
in which it invests and investment techniques that it uses. The following pages
discuss the risks associated with certain of the types of securities in which
the Funds may invest and certain of the investment practices that the Funds may
use. For more information about these and other types of securities and
investment techniques used by the Funds, see the Statement of Additional
Information. Unless indicated otherwise, the following descriptions apply to all
Funds.

         Many of the investment techniques and strategies discussed in this
Prospectus and in the Statement of Additional Information are discretionary,
which means that the Investment Manager or Sub-Adviser can decide whether to use
them or not. The Investment Manager or Sub-Adviser may also use investment
techniques or make investments in securities that are not a part of the Fund's
principal investment strategy.

         Investments in Foreign Securities (All Funds except ING Mortgage Income
Fund, ING High Yield Real Estate Fund and the ING Money Market Funds). There are
certain risks in owning foreign securities, including those resulting from:
fluctuations in currency exchange rates; devaluation of currencies; political or
economic developments and the possible imposition of currency exchange blockages
or other foreign governmental laws or restrictions; reduced availability of
public information concerning issuers; accounting, auditing and financial
reporting standards or other regulatory practices and requirements that are not
uniform when compared to those applicable to domestic companies; settlement and
clearance procedures in some countries that may not be reliable and can result
in delays in settlement; higher transaction and custody expenses than for
domestic securities; and limitations on foreign ownership of equity securities.
Also, securities of many foreign companies may be less liquid and the prices
more volatile than those of domestic companies. With certain foreign countries,
there is the possibility of expropriation, nationalization, confiscatory
taxation and limitations on the use or removal of funds or other assets of the
Funds, including the withholding of dividends.

         Each Fund that invests in foreign securities may enter in to foreign
currency transactions either on a spot or cash basis at prevailing rates or
through forward foreign currency exchange contracts in order to have the
necessary currencies to settle transactions or to help protect the Fund against
adverse changes in


                                       71
<PAGE>   171
foreign currency exchange rates. Such efforts could limit potential gains that
might result from a relative increase in the value of such currencies, and
might, in certain cases, result in losses to the Fund.

         Emerging Market Investments (ING International Equity Fund, ING
Emerging Markets Equity Fund and ING International Bond Fund). Because of less
developed markets and economies and, in some countries, less mature governments
and governmental institutions, the risks of investing in foreign securities can
be intensified in the case of investments in issuers domiciled or doing
substantial business in emerging market countries. These risks include: high
concentration of market capitalization and trading volume in a small number of
issuers representing a limited number of industries, as well as a high
concentration of investors and financial intermediaries; political and social
uncertainties; over-dependence on exports, especially with respect to primary
commodities, making these economies vulnerable to changes in commodity prices;
overburdened infrastructure and obsolete financial systems; environmental
problems; less well developed legal systems; and less reliable custodial
services and settlement practices.

         High Yield Securities (ING High Yield Bond Fund, ING High Yield Real
Estate Fund and ING Intermediate Bond Fund). Investments in high yield
securities generally provide greater income and increased opportunity for
capital appreciation than investments in higher quality debt securities, but
they also typically entail greater potential price volatility and principal and
income risk. High yield securities are not considered investment grade, and are
regarded as predominantly speculative with respect to the issuing company's
continuing ability to meet principal and interest payments. The prices of high
yield securities have been found to be less sensitive to interest rate changes
than higher-rated investments, but more sensitive to adverse economic downturns
or individual corporate developments. High yield securities structured as
zero-coupon or payment-in-kind securities tend to be more volatile. The
secondary market in which high yield securities are traded is generally less
liquid than the market for higher-grade bonds. At times of less liquidity, it
may be more difficult to value high yield securities.

         Corporate and Municipal Debt Securities (All Funds). Corporate debt
securities are subject to the risk of the issuer's inability to meet principal
and interest payments on the obligation and may also be subject to price
volatility due to such factors as interest rate sensitivity, market perception
of the credit-worthiness of the issuer and general market liquidity. When
interest rates decline, the value of the debt securities can be expected to
rise, and when interest rates rise, the value of those securities can be
expected to decline. Debt securities with longer maturities tend to be more
sensitive to interest rate movements than those with shorter maturities.

         U.S. Government Securities (All Funds). Some U.S. Government agency
securities may be subject to varying degrees of credit risk, and all U.S.
Government securities may be subject to price declines in the securities due to
changing interest rates.

         Convertible Securities (All Funds except the ING Money Market Funds).
The price of a convertible security will normally fluctuate in some proportion
to changes in the price of the underlying equity security, and as such is
subject to risks relating to the activities of the issuer and general market and
economic conditions. The income component of convertible securities causes
fluctuations based upon changes in interest rates and the credit quality of the
issuer. Convertible securities are often lower rated securities. A Fund may be
required to redeem or convert a convertible security before the holder would
otherwise choose.

         Other Investment Companies (All Funds). Each Fund may invest up to 10%
of its assets in other unaffiliated investment companies. There is no limit with
regard to investments in affiliated investment companies. When a Fund invests in
other investment companies, you indirectly pay a proportionate share of the
expenses of that other investment company (including management fees,
administration fees, and custodial fees) in addition to the expenses of the
Fund.

         Restricted and Illiquid Securities (All Funds). Each Fund may invest in
restricted and illiquid securities. If a security is illiquid, the Fund might be
unable to sell the security at a time when the sub-adviser might wish to sell,
and the security could have the effect of decreasing the overall level of the
Fund's liquidity. Further, the lack of an established secondary market may make
it more difficult to value illiquid securities, which could vary from the amount
the Fund could realize upon disposition. Restricted


                                       72
<PAGE>   172
securities, i.e., securities subject to legal or contractual restrictions on
resale, may be illiquid. However, some restricted securities may be treated as
liquid, although they may be less liquid than registered securities traded on
established secondary markets.

         Mortgage-Related Securities (All Funds except ING U.S. Treasury Money
Market Fund). Although mortgage loans underlying a mortgage-backed security may
have maturities of up to 30 years, the actual average life of a mortgage-backed
security typically will be substantially less because the mortgages will be
subject to normal principal amortization, and may be prepaid prior to maturity.
Like other fixed income securities, when interest rates rise, the value of a
mortgage-backed security generally will decline; however, when interest rates
are declining, the value of mortgage-backed securities with prepayment features
may not increase as much as other fixed income securities. The rate of
prepayments on underlying mortgages will affect the price and volatility of a
mortgage-related security, and may have the effect of shortening or extending
the effective maturity of the security beyond what was anticipated at the time
of the purchase. Unanticipated rates of prepayment on underlying mortgages can
be expected to increase the volatility of such securities. In addition, the
value of these securities may fluctuate in response to the market's perception
of the creditworthiness of the issuers of mortgage-related securities owned by a
Fund. Additionally, although mortgages and mortgage-related securities are
generally supported by some form of government or private guarantee and/or
insurance, there is no assurance that private guarantors or insurers will be
able to meet their obligations.

         Commercial Mortgage-Backed Securities (ING High Yield Real Estate Fund
only). Investments in commercial mortgage-backed securities involve the credit
risk of delinquency and default. Delinquency refers to interruptions in the
payment of interest and principal. Default refers to the potential for
unrecoverable principal loss from the sale of foreclosed property. These risks
include the risks inherent in the commercial mortgage loans which support such
commercial mortgage-backed securities and the risks associated with direct
ownership of real estate. This may be especially true in the case of commercial
mortgage-backed securities secured by, or evidencing an interest in, a
relatively small or less diverse pool of commercial mortgage loans. The factors
contributing to these risks include the effects of general and local economic
conditions on real estate values, the conditions of specific industry segments,
the ability of tenants to make lease payments and the ability of a property to
attract and retain tenants, which in turn may be affected by local conditions
such as oversupply of space or a reduction of available space, the ability of
the owner to provide adequate maintenance and insurance, energy costs,
government regulations with respect to environmental, zoning, rent control and
other matters, and real estate and other taxes.

         While the credit quality of the securities in which the Fund invests
will reflect the perceived appropriateness of future cash flows to meet
operation expenses, the underlying commercial properties may not be able to
continue to generate income to meet their operating expenses (mainly debt
services, lease payments, capital expenditures and tenant improvements) as a
result of any of the factors mentioned above. Consequently, the obligors under
commercial mortgages may be unable to make payments of interest in a timely
fashion, increasing the risk of default on a related commercial mortgage-backed
security. In addition, the repayments of the commercial mortgage loans
underlying commercial mortgage-backed securities will typically depend upon the
future availability of financing and the stability of real estate property
values.

         Most commercial mortgage loans are nonrecourse obligations of the
borrower, meaning that the sole remedy of the lender in the event of a default
is to foreclose upon the collateral. As a result, in the event of default by a
borrower, recourse may be had only against the specific property pledged to
secure the loan and not against the borrower's other assets. If borrowers are
not able or willing to refinance of dispose of the property to pay the principal
balance due at maturity, payments on the subordinated classes of the related
commercial mortgage-backed securities are likely to be adversely affected. The
ultimate extent of the loss, if any, to the subordinated classes may only be
determined after a foreclosure of the mortgage encumbering the property and, if
the mortgagee takes title to the property, upon liquidating of the property.
Factors such as the title to the property, its physical condition and financial
performance, as well as governmental disclosure requirements with respect to the
condition of the property, may make a third party unwilling to purchase the
property at a foreclosure sale or for a price sufficient to satisfy the
obligations with respect to the related commercial mortgage-backed securities.
The condition of a property may deteriorate during foreclosure proceedings.
Certain obligors on underlying mortgages may become subject


                                       73
<PAGE>   173
to bankruptcy proceedings, in which case the amount and timing of amounts due
under the related commercial mortgage-backed securities may be materially
adversely affected.

         In general, any losses on a given property, the lien on which is
includes in a commercial mortgage-backed security, will be absorbed first by the
equity holder of the property, then by a cash reserve fund or letter of credit,
if any, and then by the "first loss" subordinated security holder to the extent
of its principal balance. Because the Fund intends to invest in subordinated
classes of commercial mortgage-backed securities, there can be no assurance that
in the event of default and the exhaustion of equity support, the reserve fund
and any debt classes junior to those in which the Fund invests, the Fund will be
able to recover all of its investments in the securities purchased. In addition,
if the underlying mortgage portfolio has been overvalued by the originator, or
if the values subsequently decline, the Fund my effectively hold the "first
loss" position in certain commercial mortgage-backed securities, ahead of the
more senior debt holders, which may result in significant losses.

         Asset-Backed Securities (All Funds except ING U.S. Treasury Money
Market Fund). Asset-backed securities involve certain risks that are not posed
by mortgage-related securities, resulting mainly from the fact that asset-backed
securities often do not contain the benefit of a complete security interest in
the related collateral. The risks associated with asset-backed securities may be
reduced by the addition of credit enhancements such as a bank letter of credit
or a third-party guarantee.

         Derivatives (All Funds except the ING Money Market Funds). Generally,
derivatives can be characterized as financial instruments whose performance is
derived, at least in part, from the performance of an underlying asset or
assets. Some derivatives are sophisticated instruments that typically involve a
small investment of cash relative to the magnitude of risks assumed. These may
include swap agreements, options, forwards and futures. Derivative securities
are subject to market risk, which could be significant for those that have a
leveraging effect. Many of the Funds do not invest in these types of
derivatives, so please check the description of the Fund's policies found in the
Statement of Additional Information. Derivatives are also subject to credit
risks related to the counterparty's ability to perform, and any deterioration in
the counterparty's creditworthiness could adversely affect the instrument. A
risk of using derivatives is that the adviser might imperfectly judge the
market's direction. For instance, if a derivative is used as a hedge to offset
investment risk in another security, the hedge might not correlate to the
market's movements and may have unexpected or undesired results, such as a loss
or a reduction in gains.

         Repurchase Agreements (All Funds). Each Fund may enter into repurchase
agreements, which involve the purchase by a Fund of a security that the seller
has agreed to buy back. If the seller defaults and the collateral value
declines, the Fund might incur a loss. If the seller declares bankruptcy, the
Fund may not be able to sell the collateral at the desired time.

         Lending Portfolio Securities (All Funds). In order to generate
additional income, each Fund may lend portfolio securities in an amount up to 33
1/3% of its total assets to broker-dealers, major banks, or other recognized
domestic institutional borrowers of securities. As with other extensions of
credit, there are risks of delay in recovery or even loss of rights in the
collateral should the borrower default or fail financially.

         Borrowing (All Funds). Each Fund may borrow for certain types of
temporary or emergency purposes subject to certain limits. Borrowing may
exaggerate the effect of any increase or decrease in the value of portfolio
securities or the net asset value of a Fund, and money borrowed will be subject
to interest costs. Interest costs on borrowings may fluctuate with changing
market rates of interest and may partially offset or exceed the return earned on
borrowed funds. Under adverse market conditions, a Fund might have to sell
portfolio securities to meet interest or principal payments at a time when
fundamental investment considerations would not favor such sales.

         Reverse Repurchase Agreements (All Funds). A reverse repurchase
agreement involves the sale of a security, with an agreement to repurchase the
same securities at an agreed upon price and date. Whether such a transaction
produces a gain for a Fund depends upon the costs of the agreements and the
income and gains of the securities purchased with the proceeds received from the
sale of the security. If the income and gains on the securities purchased fail
to exceed the costs, net asset value will decline faster than otherwise


                                       74
<PAGE>   174
would be the case. Reverse repurchase agreements, as leveraging techniques, may
increase a Fund's yield; however, such transactions also increase a Fund's risk
to capital and may result in a shareholder's loss of principal.

         Short Sales (ING International Equity Fund, ING Emerging Markets Equity
Fund, ING Intermediate Bond Fund and ING High Yield Bond Fund). A "short sale"
is the sale by a Fund of a security which has been borrowed from a third party
on the expectation that the market price will drop. If the price of the security
rises, the Fund may have to cover its short position at a higher price than the
short sale price, resulting in a loss.

         Investments in Small- and Mid-Capitalization Companies (All Stock
Funds). Certain Funds may invest in small and mid capitalization companies.
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.

         Non-diversified Investment Companies (ING Global Brand Names Funds, ING
Focus Fund, ING Global Real Estate Fund, ING Internet Fund, ING Technology Fund,
ING Quality of Life Fund, ING High Yield Real Estate Fund and ING International
Bond Fund). Certain Funds are classified as non-diversified investment companies
under the 1940 Act, which means that each Fund is not limited by the 1940 Act in
the proportion of its assets that it may invest in the obligations of a single
issuer. 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 (ING Global Information Technology Fund, ING Global
Communications Fund, ING Internet Fund, ING Technology Fund, ING Global Real
Estate Fund, ING High Yield Real Estate Fund and ING Quality of Life Fund).
Certain Funds "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.

         Fundamental and Non-Fundamental Policies. Unless otherwise stated, all
investment objectives and policies are non-fundamental and may be amended
without shareholder approval.

         Percentage Investment Limitations. Unless otherwise stated, percentage
limitations in this prospectus apply at the time of investment.

         Temporary Defensive Strategies. When the Investment Manager or
Sub-Adviser to a Fund anticipates unusual market or other conditions, the Fund
may temporarily depart from its principal investment strategies as a defensive
measure. When a Fund takes a temporary defensive strategy, it may limit the
Fund's ability to achieve its investment objective.

         Portfolio Turnover (All Funds). Each Fund may engage in frequent and
active trading of portfolio securities to achieve its investment objective. A
high portfolio turnover rate involves greater expenses to a Fund, including
brokerage commissions and other transaction costs, and is likely to generate
more taxable short-term gains for shareholders, which may have an adverse effect
on the performance of the Fund.


                                       75
<PAGE>   175
                              FINANCIAL HIGHLIGHTS

         The financial highlights table is intended to help you understand the
financial performance of the Funds' Class X Shares for the fiscal period ended
October 31, 1999. Certain information reflects financial results for a single
Fund share. The total returns in the table represent the rate than an investor
would have earned or lost on an investment in the Funds (assuming reinvestment
of all dividends and distributions). This information has been audited by
___________________, whose report, along with the Funds' financial statements,
is included in the Statement of Additional Information, which is available upon
request.


                                       76
<PAGE>   176
MANAGER                                            DISTRIBUTOR

  ING Mutual Funds Management Co. LLC              ING Funds Distributor, Inc.
  1475 Dunwoody Drive                              1475 Dunwoody Drive
  West Chester,  PA 19380                          West Chester,  PA 19380

SUB-ADVISERS                                       CUSTODIAN

  Baring Asset Management, Inc.                    Investors Fiduciary Trust Co.
  125 High Street                                  801 Pennsylvania Street
  Boston, MA 02110                                 Kansas City, MO 64105

  Baring International Investment Limited          TRANSFER AGENT
  155 Bishopgate
  London, England EC2M 3XY                         DST Systems, Inc.
                                                   333 W. 11th Street
  Baring International Investment (Asia) Limited   Kansas City, MO 64105
  19/F Edinburgh Tower, The Landmark,
  15 Queens Road, Central, Hong Kong               INDEPENDENT AUDITORS

  ING Investment Management Advisors B.V.          _________________
  Schenkkade 65, 2595 AS                           _________________
  The Hague, The Netherlands                       _________________

  ING Investment Management LLC                    LEGAL COUNSEL
  5780 Powers Ferry Road, N.W., Suite 300          _________________
  Atlanta, GA 30327                                _________________
                                                   _________________
  Furman Selz Capital Management LLC
  230 Park Avenue
  New York, NY 10169

  Delta Asset Management
  333 South Grand Avenue
  Los Angeles, CA  90071

CRA Real Estate Securities, L.P.
  259 Radnor-Chester Road
  Radnor, PA  19087

  Clarion Capital, LLC
  335 Madison Avenue
  New York, NY  10017

  ING Institutional Markets Capital
    Asset Management, LLC
  1290 Broadway
  Denver, CO  80203


Additional information about the Funds is included in the Statement of
Additional Information ("SAI") which is incorporated by reference in its
entirety. Additional information about the Funds' investments is available in
the Funds' annual and semiannual reports to shareholders. In the Funds' annual
report you will find a discussion of the market conditions and investment
strategies that significantly affected the Funds' performance during their last
fiscal year.

                                       77
<PAGE>   177
To obtain a free copy of the SAI, the annual and semiannual reports or other
information about the Funds, or to make inquiries about the Funds, please call
1-877-INFO-ING.

Information about the Funds (including the SAI) can be reviewed and copied at
the Securities and Exchange Commission's public reference room in Washington,
D.C. Information about the operation of the public reference room can be
obtained by calling the Commission at 1-800-SEC-0330. Reports and other
information about the Funds are available on the Commission's Internet site at
http://www.sec.gov. Copies of information on the Commission's Internet site can
be obtained for a fee by writing to: Securities and Exchange Commission, Public
Reference Section, Washington D.C. 20549-6009.

File No. 811-08895

                                       78
<PAGE>   178
                                   PROSPECTUS

                                February __, 2000


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

CLASS I SHARES



STOCK FUNDS
      ING Large Cap Growth Fund
      ING Growth & Income Fund
      ING Mid Cap Growth Fund
      ING Small Cap Growth Fund
      ING Global Brand Names Fund
      ING International Equity Fund
      ING European Equity Fund
      ING Tax Efficient Equity Fund
      ING Tax Efficient Equity Value Fund
      ING Focus Fund
      ING Global Information Technology Fund
      ING Global Communications Fund
      ING Internet Fund
      ING Technology Fund
      ING Balanced Fund
      ING Emerging Markets Equity Fund
      ING Global Real Estate Fund
      ING Quality of Life Fund

BOND FUNDS
      ING Intermediate Bond Fund
      ING High Yield Bond Fund
      ING High Yield Real Estate Fund
      ING International Bond Fund
      ING Mortgage Income Fund
      ING Enhanced Capital Preservation Fund

MONEY MARKET FUNDS
      ING Money Market Fund
      ING U.S. Treasury Money Market Fund



      This Prospectus has information you should know before you invest. Please
read it carefully and keep it with your investment records. Although these
securities have been registered with the Securities and Exchange Commission, the
Commission has not judged them for investment merit and does not guarantee the
accuracy or adequacy of the information in this Prospectus. Anyone who informs
you otherwise is committing a criminal offense.


                                    [INSERT ING [LION LOGO] FUNDS]
<PAGE>   179
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
FUNDS AT A GLANCE.......................................................

STOCK FUNDS.............................................................
      ING Large Cap Growth Fund.........................................
      ING Growth & Income Fund..........................................
      ING Mid Cap Growth Fund...........................................
      ING Small Cap Growth Fund.........................................
      ING Global Brand Names Fund.......................................
      ING International Equity Fund.....................................
      ING European Equity Fund..........................................
      ING Tax Efficient Equity Fund.....................................
      ING Focus Fund....................................................
      ING Global Information Technology Fund............................
      ING Global Communications Fund....................................
      ING Internet Fund.................................................
      ING Technology Fund...............................................
      ING Balanced Fund.................................................
      ING Emerging Markets Equity Fund..................................
      ING Global Real Estate Fund.......................................
      ING Quality of Life Fund..........................................

BOND FUNDS..............................................................
      ING Intermediate Bond Fund........................................
      ING High Yield Bond Fund..........................................
      ING High Yield Real Estate Fund...................................
      ING International Bond Fund.......................................
      ING Mortgage Income Fund..........................................
      ING Enhanced Capital Preservation Fund............................

MONEY MARKET FUNDS......................................................
      ING Money Market Fund.............................................
      ING U.S. Treasury Money Market Fund...............................

FEES AND EXPENSES.......................................................

MANAGEMENT OF THE FUNDS.................................................

HOW TO PURCHASE SHARES..................................................

HOW TO REDEEM SHARES....................................................

EXCHANGE PRIVILEGE......................................................

PRICING OF SHARES.......................................................

DIVIDENDS AND DISTRIBUTIONS.............................................

TAXES...................................................................

MORE INFORMATION ABOUT RISKS............................................

FINANCIAL HIGHLIGHTS....................................................
</TABLE>


                                       2
<PAGE>   180
                                FUNDS AT A GLANCE


STOCK FUNDS

The following Funds invest primarily in equity securities:

ING LARGE CAP GROWTH FUND

Investment Objective:      Long-term capital appreciation.

Main Investments:          A diversified portfolio of equity securities issued
                           by companies with market capitalizations of more
                           than $1 billion at the time of acquisition which in
                           the Sub-Adviser's opinion possess growth potential.

Main Risks:                Price volatility and other risks, as discussed
                           herein, related to investments in growth-oriented
                           equity securities.

ING GROWTH & INCOME FUND

Investment Objective:      High total return.

Main Investments:          A diversified portfolio of income-producing equity
                           securities.

Main                       Risks: Price volatility and other risks, as discussed
                           herein, related to investments in equity securities
                           and income producing equity securities (for example,
                           sensitivity to interest rate fluctuations).

ING MID CAP GROWTH FUND

Investment Objective:      Long-term capital appreciation.

Main Investments:          A diversified portfolio of equity securities issued
                           by medium-sized companies (that is, companies 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.

Main Risks:                Price volatility and other risks, as discussed
                           herein, related to investments in growth-oriented
                           equity securities. Investments in medium-sized
                           companies may also experience greater volatility and
                           risk of loss than customarily associated with larger,
                           more established companies.

ING SMALL CAP GROWTH FUND

Investment Objective:      Long-term capital appreciation.

Main Investments:          A diversified portfolio of equity securities issued
                           by smaller companies (that is, companies with market
                           capitalizations falling within the Russell 2500
                           Growth Index at the time of acquisition) which in
                           the Sub-Adviser's opinion possess growth potential.

Main Risks:                Price volatility and other risks, as discussed
                           herein, related to investments in growth-oriented
                           equity securities. Investments in smaller companies
                           may also experience greater volatility and risk of
                           loss than customarily associated with medium sized
                           companies or larger, more established companies.


                                       3
<PAGE>   181
ING GLOBAL BRAND NAMES FUND

Investment Objective:      Long-term capital appreciation.

Main Investments:          A non-diversified portfolio of equity securities of
                           companies located throughout the world, 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.

Main Risks:                Price volatility and other risks, as discussed
                           herein, related to investments in equity securities.
                           The Fund also will experience price volatility and
                           risks related to investments in foreign securities
                           (for example, currency exchange rate fluctuations).

ING INTERNATIONAL EQUITY FUND

Investment Objective:      Long-term capital appreciation.

Main Investments:          A diversified portfolio of equity securities of
                           issuers organized or having a majority of their
                           assets in or deriving a majority of their operating
                           income in any country throughout the world, not
                           including the United States.

Main Risks:                Price volatility and other risks, as discussed
                           herein, related to investments in equity securities.
                           The Fund also will experience price volatility and
                           risks related to investments in foreign securities
                           (for example, currency exchange rate fluctuations).

ING EUROPEAN EQUITY FUND

Investment Objective:      Long-term capital appreciation.

Main Investments:          A diversified portfolio of equity securities of
                           issuers which are principally traded in the European
                           capital markets, or that derive a majority of their
                           total revenues from either goods produced or
                           services rendered within Europe, or that are
                           organized under the laws of and have a principal
                           office in a European country.

Main Risks:                Price volatility and other risks, as discussed
                           herein, related to investments in equity securities.
                           The Fund also will experience price volatility and
                           risks related to investments in foreign securities
                           (for example, currency exchange rate fluctuations).

ING TAX EFFICIENT EQUITY FUND

Investment Objective:      High total return on an after-tax basis.

Main Investments:          A diversified portfolio of equity securities and
                           instruments whose returns depend upon stock market
                           prices, which will be managed by the Sub-Adviser in
                           a manner that will attempt to defer the realization
                           of accrued capital gains.

Main Risks:                Price volatility and other risks, as discussed
                           herein, related to investments in equity securities.
                           The Fund 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.


                                       4
<PAGE>   182
ING TAX EFFICIENT EQUITY VALUE FUND

Investment Objective:      High total return on an after-tax basis.

Main Investments:          A diversified portfolio of equity securities and
                           instruments determined by the Sub-Advisers to be
                           undervalued in the marketplace and whose returns
                           depend upon stock market prices, which will be
                           managed by the Sub-Adviser in a manner that will
                           attempt to defer the realization of accrued capital
                           gains.

Main Risks:                Price volatility and other risks, as discussed
                           herein, related to investments in equity securities.
                           The Fund 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.

ING FOCUS FUND

Investment Objective:      Long-term capital appreciation.

Main Investments:          A non-diversified portfolio of 20 to 40 equity
                           securities which in the Sub-Adviser's opinion
                           possess the potential for reliable, above average
                           earnings growth and that are reasonably valued
                           relative to their growth potential

Main Risks:                Price volatility and other risks, as discussed
                           herein, related to investments in equity securities.
                           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.

ING GLOBAL INFORMATION TECHNOLOGY FUND

Investment Objective:      Long-term capital appreciation.

Main Investments:          A diversified portfolio of equity securities of
                           information technology companies located throughout
                           the world, including the United States.

Main Risks:                Price volatility and other risks, as discussed
                           herein, related to investments in equity securities.
                           The Fund also will experience price volatility and
                           risks related to investments in foreign securities
                           (for example, currency exchange rate fluctuations).
                           Products and services of companies engaged in the
                           information technology sector are subject to
                           relatively high risks of rapid obsolescence caused
                           by scientific and technological advances.

ING GLOBAL COMMUNICATIONS FUND

Investment Objective:      Long-term capital appreciation.

Main Investments:          A diversified portfolio of equity securities of
                           communications companies located throughout the
                           world, including the United States.

Main Risks:                Price volatility and other risks, as discussed
                           herein, related to investments in equity securities.
                           The Fund also will experience price volatility and
                           risks related to investments in foreign securities
                           (for example, currency exchange rate fluctuations).
                           Products and services of companies engaged in the
                           communications sector are subject to relatively high
                           risks of rapid obsolescence caused by scientific and
                           technological advances.


                                       5
<PAGE>   183
ING INTERNET FUND

Investment Objective:      Long-term capital appreciation.

Main Investments:          A non-diversified portfolio of U.S. and non-U.S.
                           internet technology companies.

Main Risks:                Price volatility and other risks, as discussed
                           herein, related to investments in equity securities.
                           The Fund also will experience price volatility and
                           risks related to investments in foreign securities
                           (for example, currency exchange rate fluctuations).
                           Products and services of companies engaged in
                           internet-related activities are subject to
                           relatively high risks of rapid obsolescence caused
                           by scientific and technological advances.

ING TECHNOLOGY FUND

Investment Objective:      Long-term capital appreciation.

Main Investments:          A non-diversified portfolio of U.S. and non-U.S.
                           internet technology companies.

Main Risks:                Price volatility and other risks, as discussed
                           herein, related to investments in equity securities.
                           The Fund also will experience price volatility and
                           risks related to investments in foreign securities
                           (for example, currency exchange rate fluctuations).
                           Products and services of companies engaged in
                           internet-related activities are subject to
                           relatively high risks of rapid obsolescence caused
                           by scientific and technological advances.

ING BALANCED FUND

Investment Objective:      High total return.

Main Investments:          A diversified portfolio of mid- and
                           large-capitalization equity securities, intermediate
                           maturity fixed income securities and money market
                           instruments.

Main Risks:                Price volatility and other risks, as discussed
                           herein, related to investments in equity securities,
                           as well as price volatility and other risks, as
                           discussed herein, related to investments in fixed
                           income securities, including sensitivity to interest
                           rate fluctuations.

ING EMERGING MARKETS EQUITY FUND

Investment Objective:      Long-term capital appreciation.

Main Investments:          A diversified portfolio of equity securities of
                           companies located in emerging market countries.

Main Risks:                Price volatility and other risks, as discussed
                           herein, related to investments in equity securities.
                           The Fund also will experience price volatility and
                           risks related to investments in foreign securities
                           (for example, currency exchange rate fluctuations).
                           The foregoing risks are often heightened for
                           investments in developing or emerging markets.


                                       6
<PAGE>   184
ING GLOBAL REAL ESTATE FUND

Investment Objective:      High total return.

Main Investments:          A non-diversified portfolio of equity securities of
                           companies located throughout the world, including
                           the United States, that are principally engaged in
                           the real estate industry.

Main Risks:                Price volatility and other risks, as discussed
                           herein, related to investments in equity securities.
                           The Fund also will experience price volatility and
                           risks related to investments in foreign securities
                           (for example, currency exchange rate fluctuations).
                           The Fund will be further subject to risks
                           specifically related to the real estate industry,
                           including changes in the value of real estate and
                           interest rate fluctuations.

ING QUALITY OF LIFE FUND

Investment Objective:      Long-term capital appreciation.

Main Investments:          A non-diversified portfolio of equity securities of
                           U.S. and non-U.S. companies offering products and
                           services helping persons live longer, healthier and
                           happier lives.

Main Risks:                Price volatility and other risks, as discussed
                           herein, related to investments in equity securities.
                           The Fund will also experience price volatility and
                           risks related to investments in foreign securities
                           (for example, currency exchange rate fluctuations).

BOND FUNDS

The following Funds invest primarily in fixed income securities:

ING INTERMEDIATE BOND FUND

Investment Objective:      A high level of current income consistent with the
                           preservation of capital and liquidity.

Main Investments:          A diversified portfolio of debt securities, with a
                           minimum average portfolio quality being investment
                           grade, as described herein, and a dollar-weighted
                           average maturity generally ranging between three and
                           ten years.

Main Risks:                Price volatility and other risks, as discussed
                           herein, related to investments in fixed income
                           securities, including sensitivity to interest rate
                           fluctuations. Other factors may affect the market
                           value and yield of the Fund's securities, including
                           investor demand, changes in the financial condition
                           of issuers of securities, and economic conditions.


                                       7
<PAGE>   185
ING HIGH YIELD BOND FUND

Investment Objective:      A high level of current income and total return.

Main Investments:          A diversified portfolio of high yield (high risk)
                           debt securities that are unrated or rated below
                           investment grade, as described herein.

Main Risks:                Price volatility and other risks, as discussed
                           herein, related to investments in fixed income
                           securities, including sensitivity to interest rate
                           fluctuations. Lower-rated securities may be subject
                           to wider fluctuations in yield and market value than
                           higher-rated securities. The market for high yield
                           securities may be less liquid than the markets for
                           higher-rated securities and may have an adverse
                           effect on the market value of certain securities.

ING HIGH YIELD REAL ESTATE FUND

Investment Objective:      A high level of current income.

Main Investments:          A non-diversified portfolio of commercial
                           mortgage-backed securities, with a minimum average
                           portfolio quality of at least "BB-".

Main Risks:                Price volatility and other risks, as discussed
                           herein, related to investments in fixed income
                           securities, including sensitivity to interest rate
                           fluctuations. The Fund's commercial mortgage-backed
                           securities also will be subject to prepayment risk,
                           which is the risk that the principal on the
                           underlying mortgage loans may be prepaid at any
                           time, and extension risk, which is the risk that an
                           unexpected rise in interest rates will extend the
                           life of a commercial mortgage-backed security beyond
                           the expected prepayment time. Furthermore, the
                           Fund's commercial mortgage-backed securities are
                           lower-rated and may be subject to wider fluctuations
                           in yield and market value than higher-rated
                           securities. The market for such high yield
                           securities may be less liquid than the markets for
                           higher-rated securities and may have an adverse
                           effect on the market value of certain securities.

ING INTERNATIONAL BOND FUND

Investment Objective:      High total return.

Main Investments:          A non-diversified portfolio of investment grade debt
                           securities of issuers located throughout the world,
                           not including the United States.

Main Risks:                Price volatility and other risks, as discussed
                           herein, related to investments in fixed income
                           securities, including sensitivity to interest rate
                           fluctuations. The Fund also will experience price
                           volatility and risks related to investments in
                           foreign securities (for example, currency exchange
                           rate fluctuations).


                                       8
<PAGE>   186
ING MORTGAGE INCOME FUND

Investment Objective:      Long-term income consistent with the preservation of
                           capital.

Main Investments:          A diversified portfolio of mortgage-backed
                           securities rated at least "A" or the equivalent.

Main Risks:                Price volatility and other risks, as discussed
                           herein, related to investments in fixed income
                           securities, including sensitivity to interest rate
                           fluctuations. The Fund's mortgage-backed securities
                           also will be subject to prepayment risk, which is
                           the risk that the principal on the underlying
                           mortgage loans may be prepaid at any time, and
                           extension risk, which is the risk that an unexpected
                           rise in interest rates will extend the life of a
                           mortgage-backed security beyond the expected
                           prepayment time.

ING ENHANCED CAPITAL PRESERVATION FUND

Investment Objective:      A higher level of current income than that of a
                           money market fund, while seeking to preserve capital
                           and maintain a stable net asset value per share.

Main Investments:          A diversified portfolio of debt securities, with a
                           minimum average portfolio quality of at least "A"
                           and a dollar-weighted average duration generally
                           ranging between two and one-half years and four and
                           one-half years.

Main Risks:                Price volatility and other risks, as discussed
                           herein, related to investments in fixed income
                           securities. Although the Fund will enter into
                           wrapper agreements with highly rated financial
                           institutions, such as banks or insurance companies,
                           which are utilized to stabilize the net asset value
                           of the Fund, there is no assurance that the Fund
                           will be able to maintain a perfectly stable net
                           asset value.


                                       9
<PAGE>   187
MONEY MARKET FUNDS

The following Funds invest primarily in short-term, high quality debt
instruments:

ING MONEY MARKET FUND

Investment Objective:      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.

Main Investments:          A diversified portfolio of high quality, U.S.
                           dollar-denominated short-term debt securities which
                           are determined by the Sub-Adviser to present minimal
                           credit risks.

Main Risks:                The Fund's yield will vary. There can be no
                           assurance that the Fund will be able to maintain a
                           stable net asset value of $1.00 per share.

ING U.S. TREASURY MONEY MARKET FUND

Investment Objective:      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.

Main Investments:          A diversified portfolio of short-term U.S. Treasury
                           securities and repurchase agreements which are fully
                           collateralized by U.S. Treasury securities.

Main Risks:                The Fund's yield will vary. There can be no
                           assurance that the Fund will be able to maintain a
                           stable net asset value of $1.00 per share.


                                       10
<PAGE>   188
                                   STOCK FUNDS

ING LARGE CAP GROWTH FUND

      INVESTMENT OBJECTIVE. The Fund seeks to provide investors with long-term
capital appreciation.

      PRINCIPAL INVESTMENT STRATEGIES. Under normal market conditions, the Fund
will operate as a diversified fund and will invest at least 65% of its total
assets in a portfolio of equity securities of large companies (that is,
companies with market capitalizations of more than $1 billion at the time of
acquisition), which in the Sub-Adviser's opinion possess growth potential. The
equity securities in which the Fund may invest include common and preferred
stocks, warrants, and convertible securities. The Fund may invest the remainder
of its assets in: equity securities of companies of any size; corporate debt
securities of any maturity which, at the time of investment, are rated
investment grade (for example, rated at least BBB by Standard & Poor's Rating
Group or Baa by Moody's Investor Services) or have an equivalent rating by a
nationally recognized statistical rating agency, or of comparable quality if
unrated; U.S. Government securities; money market securities, certificates of
deposit, bankers acceptances and commercial paper; repurchase agreements; and
equity securities of foreign issuers. The Fund may also use options and futures
contracts involving securities, securities indices, interest rates and foreign
currencies.

      In choosing investments for the Fund, the Sub-Adviser employs a highly
disciplined, four-step investment process that seeks to identify unrecognized
growth and value in large capitalization stocks. The four steps are:

            -     First, proprietary quantitative screening models are employed
                  to focus analysts on the most attractive stocks;

            -     Second, qualitative fundamental research is then applied to
                  confirm the potential of the stock selection;

            -     Third, a relative return, valuation and risk analysis is
                  conducted for the final portfolio construction process; and

            -     Finally, in-house traders use proprietary software for
                  cost-efficient trade execution.

      A more detailed discussion of the Principal Investment Strategies is
available in the SAI under "Investment Policies and Risks" section.

      PRINCIPAL RISKS. You could lose money on an investment in the Fund. An
investment in the Fund is not a bank deposit and is not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other government agency. The
Fund may be affected by the following risks, among others:

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

      -     Market Trends. From time to time, the stock market may not favor the
            large company, growth-oriented securities in which the Fund invests.
            Rather, the market could favor value stocks or small company stocks,
            or may not favor equities at all.

      PERFORMANCE SUMMARY. The bar chart and table shown below give some
indication of the risks of an investment in the Fund by comparing the Fund's
performance with a broad measure of market


                                       11
<PAGE>   189
performance. How the Fund has performed in the past is not necessarily an
indication of how the Fund will perform in the future. Returns in the chart are
provided for Class I shares only.

         (insert bar chart)

During the period shown in the bar chart, the highest return for a quarter was
xx.x% during the quarter ended ________, 1999 and the lowest return for a
quarter was xx.x% during the quarter ended ________, 1999.

                          Average Annual Total Returns
                     (for periods ended December 31, 1999)

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------
                                       One Year       Since Inception (Dec. 15, 1998)
- ----------------------------------------------------------------------------------------
<S>                                    <C>            <C>
Class I Shares                          xx.x%                      xx.x%
Standard & Poor's 500 Index *           xx.x%                      xx.x%
Lipper Growth Fund Avg. **              xx.x%                      xx.x%
- ----------------------------------------------------------------------------------------
</TABLE>

*     The Standard & Poor's 500 Index is a widely recognized, unmanaged index of
      common stock prices.

**    The Lipper Growth Fund Avg. represents the simple average of the annual
      returns of growth mutual funds tracked by Lipper Analytical Services, Inc.

ING GROWTH & INCOME FUND

      INVESTMENT OBJECTIVE. The Fund seeks to provide investors with high total
return.

      PRINCIPAL INVESTMENT STRATEGIES. Under normal market conditions, the Fund
will operate as a diversified fund and invest at least 65% of its total assets
in a portfolio of equity securities. As a general matter, the Fund expects these
investments to earn income. The equity securities in which the Fund may invest
include common and preferred stocks, warrants, and convertible securities. The
Fund may invest the remainder of its assets in: corporate debt securities of any
maturity which, at the time of investment, are rated investment grade (for
example, rated at least BBB by Standard & Poor's Rating Group or Baa by Moody's
Investor Services) or have an equivalent rating by a nationally recognized
statistical rating agency, or of comparable quality if unrated; U.S. Government
securities; money market securities, certificates of deposit, bankers
acceptances and commercial paper; repurchase agreements; and equity securities
of foreign issuers. The Fund may also use options and futures contracts
involving securities, securities indices, interest rates and foreign currencies.

      In choosing investments for the Fund, the Sub-Adviser employs a highly
disciplined, three-step investment process that seeks to identify growth at a
reasonable price. The three steps are:

            -     First, possible investments are identified through proprietary
                  quantitative screens that evaluate companies for growth and
                  valuation characteristics;

            -     Second, fundamental research of financial characteristics,
                  valuations and effects of macroeconomic trends on company
                  fundamentals is then conducted; and

            -     Third, risk controls are overlayed to monitor tracking error
                  and sector weightings relative to the benchmark.

      A more detailed discussion of the Principal Investment Strategies is
available in the SAI under "Investment Policies and Risks" section.

      PRINCIPAL RISKS. You could lose money on an investment in the Fund. An
investment in the Fund is not a bank deposit and is not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other government agency. The
Fund may be affected by the following risks, among others:


                                       12
<PAGE>   190
      -     Price Volatility. The value of the Fund changes as the prices of its
            investments go up or down. Equity securities face market, issuer and
            other risks, and their values may go up or down, sometimes rapidly
            and unpredictably. Market risk is the risk that securities may
            decline in value due to factors affecting securities markets
            generally or particular industries. Issuer risk is the risk that the
            value of a security may decline for reasons relating to the issuer,
            such as changes in the financial condition of the issuer. While
            equities may offer the potential for greater long-term growth than
            most debt securities, they generally have higher volatility.

      -     Changes in Interest Rates. The Fund invests in securities that
            produce income and therefore the value of its investments may rise
            or fall in response to fluctuations in interest rates. Generally,
            when interest rates increase, the value of income producing
            securities may decrease, and when interest rates decrease, the value
            of income producing securities may increase.

      -     Market Trends. From time to time, the stock market may not favor the
            income producing securities in which the Fund invests. Rather, the
            market could favor non-income producing large capitalization growth
            stocks, value stocks or small company stocks, or may not favor
            equities at all.

      PERFORMANCE SUMMARY. The bar chart and table shown below give some
indication of the risks of an investment in the Fund by comparing the Fund's
performance with a broad measure of market performance. How the Fund has
performed in the past is not necessarily an indication of how the Fund will
perform in the future. Returns in the chart are provided for Class I shares
only.

      (insert bar chart)

During the period shown in the bar chart, the highest return for a quarter was
xx.x% during the quarter ended ________, 1999 and the lowest return for a
quarter was xx.x% during the quarter ended ________, 1999.

                          Average Annual Total Returns
                      (for periods ended December 31, 1999)

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------
                                        One Year      Since Inception (Dec. 15, 1998)
- ----------------------------------------------------------------------------------------
<S>                                     <C>           <C>
Class I Shares                           xx.x%                     xx.x%
Standard & Poor's 500 Index *            xx.x%                     xx.x%
Lipper Growth and Income Fund Avg.**     xx.x%                     xx.x%
- ----------------------------------------------------------------------------------------
</TABLE>


*     The Standard & Poor's 500 Index is a widely recognized, unmanaged index of
      common stock prices.

**    The Lipper Growth and Income Fund Avg. represents the simple average of
      the annual returns of growth and income mutual funds tracked by Lipper
      Analytical Services, Inc.


ING MID CAP GROWTH FUND

      INVESTMENT OBJECTIVE. The Fund seeks to provide investors with long-term
capital appreciation.

      PRINCIPAL INVESTMENT STRATEGIES. Under normal market conditions, the Fund
will operate as a diversified fund and invest at least 65% of its total assets
in a portfolio of equity securities of companies 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. The equity
securities in which the Fund may invest include common and preferred stocks,
warrants, and convertible securities. The Fund may invest the remainder of its
assets in: equity securities of companies of any size corporate debt securities
of


                                       13
<PAGE>   191
any maturity which, at the time of investment, are rated A or better by Standard
& Poor's Rating Group or Moody's Investor Services or have an equivalent rating
by a nationally recognized statistical rating agency, or of comparable quality
if unrated; U.S. Government securities; money market securities, certificates of
deposit, bankers acceptances and commercial paper; repurchase agreements; and
equity securities of foreign issuers. The Fund may also use options and futures
contracts involving securities, securities indices, interest rates and foreign
currencies.

      In choosing investments for the Fund, the Sub-Adviser employs a highly
disciplined investment process combining technical analysis and fundamental
research that seeks to identify companies with superior growth characteristics.
The Sub-Adviser also follows certain self-imposed criteria in an attempt to
manage risk.

      QUANTITATIVE ANALYSIS evaluates stocks based on:

      -     Market capitalizations

      -     Minimum stock price

      -     Trading history

      -     Trading volume

      -     Earnings growth

      -     Relative financial strength

      FUNDAMENTAL RESEARCH of individual companies emphasizes:

      -     Sustainable earnings growth

      -     Strong balance sheets

      -     Cash flow characteristics

      -     Reasonable valuations

      -     Quality management

      RISK MANAGEMENT discipline stresses:

      -     Remaining fully invested at all times

      -     Broad diversification among securities and industries

      -     Avoidance of IPOs and "concept high fliers"

      -     Strict adherence to established buy and sell criteria

      A more detailed discussion of the Principal Investment Strategies is
available in the SAI under "Investment Policies and Risks" section.

      PRINCIPAL RISKS. You could lose money on an investment in the Fund. An
investment in the Fund is not a bank deposit and is not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other government agency. The
Fund may be affected by the following risks, among others:

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

      -     Market Trends. From time to time, the stock market may not favor the
            mid-capitalization company, growth-oriented securities in which the
            Fund invests. Rather, the market could favor value stocks or stocks
            of larger or smaller companies, or may not favor equities at all.


                                       14
<PAGE>   192
      PERFORMANCE SUMMARY. The bar chart and table shown below give some
indication of the risks of an investment in the Fund by comparing the Fund's
performance with a broad measure of market performance. How the Fund has
performed in the past is not necessarily an indication of how the Fund will
perform in the future. Returns in the chart are provided for Class I shares
only.

      (insert bar chart)

During the period shown in the bar chart, the highest return for a quarter was
xx.x% during the quarter ended ________, 1999 and the lowest return for a
quarter was xx.x% during the quarter ended ________, 1999.

                          Average Annual Total Returns
                      (for periods ended December 31, 1999)

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------
                                   One Year       Since Inception (Dec. 15, 1998)
- ------------------------------------------------------------------------------------
<S>                                <C>            <C>
Class I Shares                      xx.x%                      xx.x%
Russell Midcap Growth Index*        xx.x%                      xx.x%
Lipper Mid Cap Fund Avg. **         xx.x%                      xx.x%
- ------------------------------------------------------------------------------------
</TABLE>

*     The Russell Midcap Growth Index measures the performance of midcap
      companies with higher price-to-book ratios and higher forecasted growth
      values.

**    The Lipper Mid Cap Fund Avg. represents the simple average of the annual
      returns of mid-capitalization mutual funds tracked by Lipper Analytical
      Services, Inc.


ING SMALL CAP GROWTH FUND

      INVESTMENT OBJECTIVE. The Fund seeks to provide investors with long-term
capital appreciation.

      PRINCIPAL INVESTMENT STRATEGIES. Under normal market conditions, the Fund
will operate as a diversified fund and invest at least 65% of its total assets
in a portfolio of equity securities of smaller companies (that is, companies
with market capitalizations falling within the Russell 2500 Growth Index at the
time of acquisition), which in the Sub-Adviser's opinion possess growth
potential. The equity securities in which the Fund may invest include common and
preferred stocks, warrants, and convertible securities. The Fund may invest the
remainder of its assets in: equity securities of companies of any size;
corporate debt securities of any maturity which, at the time of investment, are
rated investment grade (for example, rated at least BBB by Standard & Poor's
Rating Group or Baa by Moody's Investor Services) or have an equivalent rating
by a nationally recognized statistical rating agency, or of comparable quality
if unrated; U.S. Government securities; money market securities, certificates of
deposit, bankers acceptances and commercial paper; repurchase agreements; and
equity securities of foreign issuers. The Fund may also use options and futures
contracts involving securities, securities indices, interest rates and foreign
currencies.

      In choosing investments for the Fund, the Sub-Adviser employs a
disciplined investment process that combines economic analysis and extensive
company research to identify companies with superior long-term growth potential.
The investment strategy of the Sub-Adviser is as follows:

            -     Top-down economic and business analysis is used to develop
                  themes to use in the development of the overall portfolio,
                  which in turn helps identify specific stocks to consider.

            -     Bottom-up company analysis is used to select the holdings for
                  the Fund. A review of a firm's business model and management
                  is conducted, as well as holding one-on-one meetings with
                  senior executives of the firms. A valuation process is also
                  applied to focus on a company's price-to-earnings ratios,
                  earnings forecasts and cash flow.


                                       15
<PAGE>   193
            -     Stocks that do not meet the expectations of the manager,
                  either due to earnings disappointments or earnings that do not
                  meet the manager's criteria, will be sold.

      A more detailed discussion of the Principal Investment Strategies is
available in the SAI under "Investment Policies and Risks" section.

      PRINCIPAL RISKS. You could lose money on an investment in the Fund. An
investment in the Fund is not a bank deposit and is not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other government agency. The
Fund may be affected by the following risks, among others:

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

      -     Small Companies. Investments in small 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 may be subject to more abrupt or erratic market movements
            than securities of larger, more established growth companies.

      -     Market Trends. From time to time, the stock market may not favor the
            small company, growth-oriented securities in which the Fund invests.
            Rather, the market could favor value stocks or large company stocks,
            or may not favor equities at all.

      PERFORMANCE SUMMARY. The bar chart and table shown below give some
indication of the risks of an investment in the Fund by comparing the Fund's
performance with a broad measure of market performance. How the Fund has
performed in the past is not necessarily an indication of how the Fund will
perform in the future. Returns in the chart are provided for Class I shares
only.

      (insert bar chart)

During the period shown in the bar chart, the highest return for a quarter was
xx.x% during the quarter ended ________, 1999 and the lowest return for a
quarter was xx.x% during the quarter ended ________, 1999.

                          Average Annual Total Returns
                      (for periods ended December 31, 1999)

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------
                                     One Year      Since Inception (Dec. 15, 1998)
- -------------------------------------------------------------------------------------
<S>                                  <C>           <C>
Class I Shares                        xx.x%                     xx.x%
Russell 2500 Growth Index *           xx.x%                     xx.x%
Lipper Small Cap Fund Avg. **         xx.x%                     xx.x%
- -------------------------------------------------------------------------------------
</TABLE>

*     The Russell 2500 Growth Index measures the performance of small cap
      companies with lower price-to-book ratios and lower forecasted growth
      values.

**    The Lipper Small Cap Fund Avg. represents the simple average of the annual
      returns of small-capitalization mutual funds tracked by Lipper Analytical
      Services, Inc.

ING GLOBAL BRAND NAMES FUND

      INVESTMENT OBJECTIVE. The Fund seeks to provide investors with long-term
capital appreciation.


                                       16
<PAGE>   194
      PRINCIPAL INVESTMENT STRATEGIES. Under normal market conditions, the Fund
will operate as a non-diversified fund and invest at least 65% of its total
assets in a portfolio of equity securities of companies 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. This portion of the portfolio will have investments
located in at least three different countries including the United States.

      The equity securities in which the Fund may invest include common and
preferred stocks, warrants, and convertible securities. The Fund may invest the
remainder of its assets in: corporate debt securities of any maturity which, at
the time of investment, are rated investment grade (for example, rated at least
BBB by Standard & Poor's Rating Group or Baa by Moody's Investor Services) or
have an equivalent rating by a nationally recognized statistical rating agency,
or of comparable quality if unrated; U.S. Government securities; money market
securities, certificates of deposit, bankers acceptances and commercial paper;
and repurchase agreements. The Fund may also use options and futures contracts
involving securities, securities indices, interest rates and foreign currencies.

      In choosing investments for the Fund, the Sub-Adviser believes that
well-established companies with strong brand names offer the following
investment advantages:

            -     First, demand for brand name products should rise as global
                  consumer tastes become more homogenous;

            -     Second, economies of scale enhance profit potential;

            -     Third, perception of product quality and reliability
                  facilitates sales;

            -     Fourth, greater recognition leads to brand loyalty; and

            -     Finally, brand extensions provide opportunities for growth.

      The Sub-Adviser employs a two-tiered approach to structuring the Fund's
portfolio. The first tier, which will comprise about 75% of the portfolio, is
composed of core stocks with stable earnings development, low cyclicality, large
market capitalizations and longer-term investment horizons. The second tier,
which will comprise about 25% of the portfolio, is composed of companies
possessing higher cyclicality, smaller market capitalizations and shorter-term
investment horizons. This second tier is expected to provide the Fund with
shorter-term performance benefits.

      A more detailed discussion of the Principal Investment Strategies is
available in the SAI under "Investment Policies and Risks" section.

      PRINCIPAL RISKS. You could lose money on an investment in the Fund. An
investment in the Fund is not a bank deposit and is not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other government agency. The
Fund may be affected by the following risks, among others:

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

      -     Market Trends. From time to time, the stock market may not favor the
            securities in which the Fund invests. Rather, the market could favor
            value stocks or small company stocks, or may not favor equities at
            all.


                                       17
<PAGE>   195
      -     Risks of Foreign Investing. Foreign investments may be riskier than
            U.S. investments for many reasons, including changes in currency
            exchange rates, unstable political and economic conditions, possible
            security illiquidity, a lack of adequate company information,
            differences in the way securities markets operate, less secure
            foreign banks or securities depositories than those in the U.S., and
            foreign controls on investment.

      -     Lack of Diversification. The Fund is classified as a non-diversified
            investment company, which means that, compared with other funds, the
            Fund may invest a greater percentage of its assets in a particular
            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.

      PERFORMANCE SUMMARY. The bar chart and table shown below give some
indication of the risks of an investment in the Fund by comparing the Fund's
performance with a broad measure of market performance. How the Fund has
performed in the past is not necessarily an indication of how the Fund will
perform in the future. Returns in the chart are provided for Class I shares
only.

      (insert bar chart)

During the period shown in the bar chart, the highest return for a quarter was
xx.x% during the quarter ended ________, 1999 and the lowest return for a
quarter was xx.x% during the quarter ended ________, 1999.

                          Average Annual Total Returns
                      (for periods ended December 31, 1999)

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------
                                   One Year    Since Inception (Dec. 15, 1998)
- ---------------------------------------------------------------------------------
<S>                                <C>         <C>
Class I Shares                      xx.x%                   xx.x%
MSCI World Index *                  xx.x%                   xx.x%
Lipper Global Fund Avg. **          xx.x%                   xx.x%
- ---------------------------------------------------------------------------------
</TABLE>

*     The MSCI World Index is a widely recognized, unmanaged index of developed
      stock markets around the world.

**    The Lipper Global Fund Avg. represents the simple average of the annual
      returns of global mutual funds tracked by Lipper Analytical Services, Inc.

ING INTERNATIONAL EQUITY FUND

      INVESTMENT OBJECTIVE. The Fund seeks to provide investors with long-term
capital appreciation.

      PRINCIPAL INVESTMENT STRATEGIES. Under normal market conditions, the Fund
will operate as a diversified fund and invest at least 65% of its total assets
in a portfolio of equity securities of issuers organized or having a majority of
their assets in or deriving a majority of their operating income in any country
throughout the world, not including the United States. This portion of the
portfolio will have investments in at least seven different countries. 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 the Fund may only be made through investments in closed-end
investment companies that in turn are authorized to invest in the securities of
such countries.

      The equity securities in which the Fund may invest include common and
preferred stocks, warrants, and convertible securities. The Fund may invest the
remainder of its assets in: equity securities of issuers located anywhere in the
world, including the United States; corporate debt securities of any maturity
which, at the time of investment, are rated at least AA+ by Standard & Poor's
Rating Group or Aa2 by Moody's Investor Services or have an equivalent rating by
a nationally recognized statistical rating


                                       18
<PAGE>   196
agency, or of comparable quality if unrated; U.S. Government securities; money
market securities, certificates of deposit, bankers acceptances and commercial
paper; and repurchase agreements. The Fund may also use options and futures
contracts involving securities, securities indices, interest rates and foreign
currencies.

      In choosing investments for the Fund, the Sub-Advisers employ a highly
disciplined, four-step investment process combining top-down country allocations
with bottom-up fundamental research that seeks to identify companies which will
provide superior relative returns. The four steps are:

            -     First, quantitative analysis and fundamental research are
                  employed to determine regional equity selection;

            -     Second, allocations and weightings are determined consistent
                  with the Sub-Advisers' outlook;

            -     Third, portfolio stock selection within the selected
                  geographical sectors based on comprehensive fundamental
                  analysis is performed; and

            -     Finally, internal control methods are used with proprietary
                  software for cost-efficient trade execution.

      A more detailed discussion of the Principal Investment Strategies is
available in the SAI under "Investment Policies and Risks" section.

      PRINCIPAL RISKS. You could lose money on an investment in the Fund. An
investment in the Fund is not a bank deposit and is not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other government agency. The
Fund may be affected by the following risks, among others:

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

      -     Market Trends. From time to time, the stock market may not favor the
            securities in which the Fund invests. For example, the market could
            favor stocks in markets to which the Fund is not exposed, or may not
            favor equities at all.

      -     Risks of Foreign Investing. Foreign investments may be riskier than
            U.S. investments for many reasons, including changes in currency
            exchange rates, unstable political and economic conditions, possible
            security illiquidity, a lack of adequate company information,
            differences in the way securities markets operate, less secure
            foreign banks or securities depositories than those in the U.S., and
            foreign controls on investment. To the extent the Fund invests in
            emerging markets countries, the risks may be greater, partly because
            emerging market countries may be less politically and economically
            stable than other countries. It may also be more difficult to buy
            and sell securities in emerging market countries.

      PERFORMANCE SUMMARY. The bar chart and table shown below give some
indication of the risks of an investment in the Fund by comparing the Fund's
performance with a broad measure of market performance. How the Fund has
performed in the past is not necessarily an indication of how the Fund will
perform in the future. Returns in the chart are provided for Class I shares
only.

      (insert bar chart)


                                       19
<PAGE>   197
During the period shown in the bar chart, the highest return for a quarter was
xx.x% during the quarter ended ________, 1999 and the lowest return for a
quarter was xx.x% during the quarter ended ________, 1999.

                          Average Annual Total Returns
                      (for periods ended December 31, 1999)

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------
                                       One Year     Since Inception (Dec. 15, 1998)
- --------------------------------------------------------------------------------------
<S>                                    <C>          <C>
Class I Shares                          xx.x%                    xx.x%
MSCI EAFE Index *                       xx.x%                    xx.x%
Lipper International Fund Avg. **       xx.x%                    xx.x%
- --------------------------------------------------------------------------------------
</TABLE>

*     The MSCI EAFE Index is a widely recognized, unmanaged index of developed
      stock markets in Europe, Australasia and the Far East.

**    The Lipper International Fund Avg. represents the simple average of the
      annual returns of international mutual funds tracked by Lipper Analytical
      Services, Inc.


ING EUROPEAN EQUITY FUND

      INVESTMENT OBJECTIVE. The Fund seeks to provide investors with long-term
capital appreciation.

      PRINCIPAL INVESTMENT STRATEGIES. Under normal market conditions, the Fund
will operate as a diversified fund and invest at least 65% of its total assets
in a portfolio of equity securities of European issuers. The Sub-Adviser
considers European issuers to be companies whose securities are principally
traded in the European capital markets, that derive at least 50% of their total
revenues 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.

      The equity securities in which the Fund may invest include common and
preferred stocks, warrants, and convertible securities. The Fund may invest the
remainder of its assets in: issuers located in any country throughout the world;
corporate debt securities of any maturity which, at the time of investment, are
rated investment grade (for example, rated at least BBB by Standard & Poor's
Rating Group or Baa by Moody's Investor Services) or have an equivalent rating
by a nationally recognized statistical rating agency, or of comparable quality
if unrated; U.S. Government securities; money market securities, certificates of
deposit, bankers acceptances and commercial paper; and repurchase agreements.
The Fund may also sell securities short and may use options and futures
contracts involving securities, securities indices, interest rates and foreign
currencies.

      In choosing investments for the Fund, the Sub-Adviser employs a highly
disciplined, five-step investment process that seeks to identify underpriced
earnings growth in European companies. The five steps are:

            -     First, liquidity screens rank stocks according to trading
                  volume and relative liquidity.

            -     Second, attractiveness screens are used to prioritize further
                  fundamental research.

            -     Third, fundamental analysis of cyclical and non-cyclical
                  market sectors and companies is used to assess the degree of
                  underpriced earnings or cash flow growth.

            -     Fourth, portfolio weightings are determined within each
                  sector.

            -     Finally, risk controls provide ongoing monitoring of
                  risk-reward relationships.

      A more detailed discussion of the Principal Investment Strategies is
available in the SAI under "Investment Policies and Risks" section.


                                       20
<PAGE>   198
      PRINCIPAL RISKS. You could lose money on an investment in the Fund. An
investment in the Fund is not a bank deposit and is not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other government agency. The
Fund may be affected by the following risks, among others:

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

      -     Market Trends. From time to time, the stock market may not favor the
            securities in which the Fund invests. For example, the market could
            favor value stocks or stocks in markets to which the Fund is not
            exposed, or may not favor equities at all.

      -     Risks of Foreign Investing. Foreign investments may be riskier than
            U.S. investments for many reasons, including changes in currency
            exchange rates, unstable political and economic conditions, possible
            security illiquidity, a lack of adequate company information,
            differences in the way securities markets operate, less secure
            foreign banks or securities depositories than those in the U.S., and
            foreign controls on investment. To the extent the Fund invests in
            emerging markets countries, the risks may be greater, partly because
            emerging market countries may be less politically and economically
            stable than other countries. It may also be more difficult to buy
            and sell securities in emerging market countries.

      PERFORMANCE SUMMARY. The bar chart and table shown below give some
indication of the risks of an investment in the Fund by comparing the Fund's
performance with a broad measure of market performance. How the Fund has
performed in the past is not necessarily an indication of how the Fund will
perform in the future. Returns in the chart are provided for Class I shares
only.

      (insert bar chart)

During the period shown in the bar chart, the highest return for a quarter was
xx.x% during the quarter ended ________, 1999 and the lowest return for a
quarter was xx.x% during the quarter ended ________, 1999.

                          Average Annual Total Returns
                      (for periods ended December 31, 1999)

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------
                                      One Year      Since Inception (Dec. 15, 1998)
- --------------------------------------------------------------------------------------
<S>                                   <C>           <C>
Class I Shares                         xx.x%                     xx.x%
FT-Europe Index *                      xx.x%                     xx.x%
Lipper Euro Region Fund Avg. **        xx.x%                     xx.x%
- --------------------------------------------------------------------------------------
</TABLE>

*     The FT-Europe Index is a widely recognized, unmanaged index of European
      stock markets.

**    The Lipper Euro Region Fund Avg. represents the simple average of the
      annual returns of European region mutual funds tracked by Lipper
      Analytical Services, Inc.


                                       21
<PAGE>   199
ING TAX EFFICIENT EQUITY FUND

      INVESTMENT OBJECTIVE. The Fund seeks to provide taxable investors with a
high total return on an after-tax basis.

      PRINCIPAL INVESTMENT STRATEGIES. Under normal market conditions, the Fund
will operate as a diversified fund and invest at least 80% of its total assets
in a portfolio of equity securities whose returns depend upon stock market
prices. The Sub-Adviser will manage the Fund's portfolio in a manner that will
attempt to 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 equity securities in which the Fund may invest include common and
preferred stocks, warrants, and convertible securities. The Fund may invest the
remainder of its assets in: corporate debt securities of any maturity which, at
the time of investment, are rated investment grade (for example, rated at least
BBB by Standard & Poor's Rating Group or Baa by Moody's Investor Services) or
have an equivalent rating by a nationally recognized statistical rating agency,
or of comparable quality if unrated; U.S. Government securities; money market
securities, certificates of deposit, bankers acceptances and commercial paper;
repurchase agreements; and equity securities of foreign issuers. The Fund may
also use options and futures contracts involving securities, securities indices,
interest rates and foreign currencies.

      In choosing investments for the Fund, the Sub-Adviser employs a highly
disciplined investment process, combining macroeconomic analysis and fundamental
company research that seeks to identify growth at a reasonable price:

            -     TOP-DOWN BUSINESS ENVIRONMENT ANALYSIS determines the outlook
                  for market sectors and industries based on business cycle
                  characteristics.

            -     BOTTOM-UP COMPANY ANALYSIS searches for companies with
                  improving fundamentals and accelerating growth.

            -     VALUATION DISCIPLINE assesses company stock prices relative to
                  their expected earnings growth rates and to the overall equity
                  markets.

      The Sub-Adviser attempts to minimize tax consequences to investors by
focusing on non-dividend paying or low-dividend paying stocks and by reducing
annual portfolio turnover.

      A more detailed discussion of the Principal Investment Strategies is
available in the SAI under "Investment Policies and Risks" section.

      PRINCIPAL RISKS. You could lose money on an investment in the Fund. An
investment in the Fund is not a bank deposit and is not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other government agency. The
Fund may be affected by the following risks, among others:

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

      -     Market Trends. From time to time, the stock market may not favor the
            securities in which the Fund invests. For example, the market could
            favor value stocks or small company stocks, or may not favor
            equities at all.

      -     Tax Efficient Management. The Fund is managed to provide high
            after-tax returns. Therefore, it may not provide as high a return
            before tax as other funds, and as a result may


                                       22
<PAGE>   200
            not be suitable for investors who are not subject to current income
            tax (for example, those investing through a tax-deferred retirement
            account, such as an IRA or a 401(k) Plan).

      PERFORMANCE SUMMARY. The bar chart and table shown below give some
indication of the risks of an investment in the Fund by comparing the Fund's
performance with a broad measure of market performance. How the Fund has
performed in the past is not necessarily an indication of how the Fund will
perform in the future. Returns in the chart are provided for Class I shares
only.

      (insert bar chart)

During the period shown in the bar chart, the highest return for a quarter was
xx.x% during the quarter ended ________, 1999 and the lowest return for a
quarter was xx.x% during the quarter ended ________, 1999.


                          Average Annual Total Returns
                      (for periods ended December 31, 1999)


<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------
                                    One Year      Since Inception (Dec. 15, 1998)
- ------------------------------------------------------------------------------------
<S>                                 <C>           <C>
Class I Shares                       xx.x%                     xx.x%
Standard & Poor's 500 Index *        xx.x%                     xx.x%
Lipper Growth Fund Avg. **           xx.x%                     xx.x%
- ------------------------------------------------------------------------------------
</TABLE>

*     The Standard and Poor's 500 Index is a widely recognized, unmanaged index
      of common stock prices.

**    The Lipper Growth Fund Avg. represents the simple average of the annual
      returns of growth mutual funds tracked by Lipper Analytical Services, Inc.

ING TAX EFFICIENT EQUITY VALUE FUND

      INVESTMENT OBJECTIVE. The Fund seeks to provide taxable investors with a
high total return on an after-tax basis.

      PRINCIPAL INVESTMENT STRATEGIES. Under normal market conditions, the Fund
will operate as a diversified fund and invest at least 80% of its total assets
in a portfolio of equity securities determined by the Sub-Advisers to be
undervalued in the marketplace and whose returns depend upon stock market
prices. Such companies generally will have one or more of the following
attributes: (i) valuable fixed assets; (ii) valuable consumer or commercial
franchises; (iii) selling at low market valuations of assets relative to the
securities market in general, or companies that may currently be earning a very
low return on assets but which have the potential to earn higher returns if
conditions in the industry improve; (iv) are undervalued in relation to their
potential for growth in earnings, dividends, and book value; or (v) have
recently changed management or control and have the potential for a "turnaround"
in earnings. The Sub-Advisers will manage the Fund's portfolio in a manner that
will attempt to defer the realization of accrued capital gains. An emphasis will
be placed on common stocks of companies which the Sub-Advisers believe to have
superior appreciation potential.

      The equity securities in which the Fund may invest include common and
preferred stocks, warrants, and convertible securities. The Fund may invest the
remainder of its assets in: corporate debt securities of any maturity which, at
the time of investment, are rated investment grade (for example, rated at least
BBB by Standard & Poor's Rating Group or Baa by Moody's Investor Services) or
have an equivalent rating by a nationally recognized statistical rating agency,
or of comparable quality if unrated; U.S. Government securities; money market
securities, certificates of deposit, bankers acceptances and commercial paper;
repurchase agreements; and equity securities of foreign issuers. The Fund may
also use options and futures contracts involving securities, securities indices,
interest rates and foreign currencies.


                                       23

<PAGE>   201
         In choosing investments for the Fund, the Sub-Advisers employ a highly
disciplined investment process, combining macroeconomic analysis and fundamental
company research that seeks to identify undervalued companies:

                  -        TOP-DOWN BUSINESS ENVIRONMENT ANALYSIS determines the
                           outlook for market sectors and industries based on
                           business cycle characteristics.

                  -        BOTTOM-UP COMPANY ANALYSIS searches for companies
                           with improving fundamentals and accelerating growth.

                  -        VALUATION DISCIPLINE assesses company stock prices
                           relative to their expected earnings growth rates and
                           to the overall equity markets.

         The Sub-Advisers attempt to minimize tax consequences to investors by
focusing on non-dividend paying or low-dividend paying stocks and by reducing
annual portfolio turnover.

         A more detailed discussion of the Principal Investment Strategies is
available in the SAI under "Investment Policies and Risks" section.

         PRINCIPAL RISKS. You could lose money on an investment in the Fund. An
investment in the Fund is not a bank deposit and is not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other government agency. The
Fund may be affected by the following risks, among others:

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

         -        Market Trends. From time to time, the stock market may not
                  favor the securities in which the Fund invests. For example,
                  the market could favor growth stocks or small company stocks,
                  or may not favor equities at all.

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

         PERFORMANCE SUMMARY. Performance information is only shown for those
Funds which have had a full calendar year of operations. Since the ING Tax
Efficient Equity Value Fund has not yet commenced operations, there is no
performance information included in this Prospectus.


ING FOCUS FUND

         INVESTMENT OBJECTIVE. The Fund seeks to provide investors with
long-term capital appreciation.

         PRINCIPAL INVESTMENT STRATEGIES. Under normal market conditions, the
Fund will operate as a non-diversified fund and invest in a portfolio of 20 to
40 equity securities. The equity securities in which the Fund may invest include
common and preferred stocks, warrants, and convertible securities. The Fund may
invest the remainder of its assets in: corporate debt securities of any maturity
which, at the time of investment, are rated A or better by Standard & Poor's
Rating Group or Moody's Investor Services or have an equivalent rating by a
nationally recognized statistical rating agency, or of comparable quality if
unrated; U.S. Government securities; money market securities, certificates of
deposit, bankers acceptances and commercial paper; repurchase agreements; and
equity securities of foreign issuers. The Fund may also


                                       24
<PAGE>   202
use options and futures contracts involving securities, securities indices,
interest rates and foreign currencies.

         The Sub-Adviser seeks to invest the Fund in growth companies that are
positioned to benefit from capitalizing on significant industry, regulatory,
technological, and ownership changes. To find such companies, the Sub-Adviser
looks for management teams with entrepreneurial spirit and a proven talent for
creating value, with a focus on industries expected to drive change in other
industries (for example, technology and financial services). The Sub-Adviser's
investment strategy incorporates the following elements:

                  -        Bottom-up, fundamental research seeks to identify
                           investment themes expected to improve returns on
                           capital and drive earnings growth.

                  -        Analysis of individual companies identifies critical
                           variables, including:

                           --       Business characteristics, including industry
                                    structure and trends

                           --       Financial performance, both historical and
                                    projected

                           --       Valuations in both absolute and relative
                                    terms

                  -        Ongoing monitoring of companies tracks changes in
                           critical variables as well as price fluctuations.

                  -        Risk management discipline specifies limits on
                           individual holdings and sector concentrations.

         A more detailed discussion of the Principal Investment Strategies is
available in the SAI under "Investment Policies and Risks" section.

         PRINCIPAL RISKS. You could lose money on an investment in the Fund. An
investment in the Fund is not a bank deposit and is not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other government agency. The
Fund may be affected by the following risks, among others:

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

         -        Market Trends. From time to time, the stock market may not
                  favor the growth-oriented securities in which the Fund
                  invests. Rather, the market could favor value stocks or small
                  company stocks, or may not favor equities at all.

         -        Lack of Diversification. The Fund is classified as a
                  non-diversified investment company, which means that, compared
                  with other funds, the Fund may invest a greater percentage of
                  its assets in a particular 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.

         PERFORMANCE SUMMARY. The bar chart and table shown below give some
indication of the risks of an investment in the Fund by comparing the Fund's
performance with a broad measure of market performance. How the Fund has
performed in the past is not necessarily an indication of how the Fund will
perform in the future. Returns in the chart are provided for Class I shares
only.

         (insert bar chart)


                                       25
<PAGE>   203
During the period shown in the bar chart, the highest return for a quarter was
xx.x% during the quarter ended ________, 1999 and the lowest return for a
quarter was xx.x% during the quarter ended ________, 1999.

                          Average Annual Total Returns
                      (for periods ended December 31, 1999)

<TABLE>
<CAPTION>
                                    One Year     Since Inception (Dec. 15, 1998)
                                    --------     -------------------------------
<S>                                 <C>          <C>
Class I Shares                       xx.x%                    xx.x%
Russell 1000 Index *                 xx.x%                    xx.x%
Multi-Cap Growth Fund Avg. **        xx.x%                    xx.x%
</TABLE>

*        The Russell 1000 Index measures the performance of the 1,000 largest
         U.S. companies based on total market capitalization, which represents
         greater than 90% of the investable U.S. equity market.

**       The Multi-Cap Growth Fund Avg. represents the simple average of the
         annual returns of capital appreciation mutual funds tracked by Lipper
         Analytical Services, Inc.

ING GLOBAL INFORMATION TECHNOLOGY FUND

         INVESTMENT OBJECTIVE. The Fund seeks to provide investors with
long-term capital appreciation.

         PRINCIPAL INVESTMENT STRATEGIES. Under normal market conditions, the
Fund will operate as a diversified fund and invest at least 65% of its total
assets in a portfolio of equity securities of information technology companies.
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. This portion
of the portfolio will have investments located in at least three different
countries, including the United States.

         The equity securities in which the Fund may invest include common and
preferred stocks, warrants, and convertible securities. The Fund may invest the
remainder of its assets in: corporate debt securities of any maturity which, at
the time of investment, are rated investment grade (for example, rated at least
BBB by Standard & Poor's Rating Group or Baa by Moody's Investor Services) or
have an equivalent rating by a nationally recognized statistical rating agency,
or of comparable quality if unrated; U.S. Government securities; money market
securities, certificates of deposit, bankers acceptances and commercial paper;
and repurchase agreements. The Fund may also use options and futures contracts
involving securities, securities indices, interest rates and foreign currencies.

         The Sub-Adviser believes that because of rapid advances in information
technology, investment in companies within this sector should offer substantial
opportunities for long-term capital appreciation. 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 capitalization 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 investments are 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 the 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.

         The Sub-Adviser combines broad industry analysis and bottom-up company
analysis to identify the stocks of companies it believes will become tomorrow's
technology leaders. In choosing investments for the Fund, the Sub-Adviser first
identifies themes that address industry and technological changes, such as:
shortage of bandwidth; the demand for systems management; specialized
outsourcing; the need for security; growth of the internet; and opportunities
for electronic commerce. Using intensive fundamental


                                       26
<PAGE>   204
research, the Sub-Adviser then analyzes individual companies worldwide to find
those firms most likely to benefit from the selected investment themes.

         A more detailed discussion of the Principal Investment Strategies is
available in the SAI under "Investment Policies and Risks" section.

         PRINCIPAL RISKS. You could lose money on an investment in the Fund. An
investment in the Fund is not a bank deposit and is not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other government agency. The
Fund may be affected by the following risks, among others:

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

         -        Market Trends. From time to time, the stock market may not
                  favor the securities in which the Fund invests. For example,
                  the market could favor value stocks or small company stocks,
                  or may not favor equities at all.

         -        Risks of Foreign Investing. Foreign investments may be riskier
                  than U.S. investments for many reasons, including changes in
                  currency exchange rates, unstable political and economic
                  conditions, possible security illiquidity, a lack of adequate
                  company information, differences in the way securities markets
                  operate, less secure foreign banks or securities depositories
                  than those in the U.S., and foreign controls on investment.

         -        Industry Concentration. As a result of the Fund concentrating
                  its assets in securities related to a particular industry, the
                  Fund may be subject to greater market fluctuation than a fund
                  which has securities representing a broader range of
                  investment alternatives. Information technology companies are
                  generally subject to the rate of change in technology, which
                  is higher than other industries. In addition, products and
                  services of companies engaged in the information technology
                  sector are subject to relatively high risks of rapid
                  obsolescence caused by scientific and technological advances.
                  Swings in investor psychology or significant trading by large
                  institutional investors can result in significant price
                  fluctuations and stock price declines.

         PERFORMANCE SUMMARY. The bar chart and table shown below give some
indication of the risks of an investment in the Fund by comparing the Fund's
performance with a broad measure of market performance. How the Fund has
performed in the past is not necessarily an indication of how the Fund will
perform in the future. Returns in the chart are provided for Class I shares
only.

         (insert bar chart)

During the period shown in the bar chart, the highest return for a quarter was
xx.x% during the quarter ended ________, 1999 and the lowest return for a
quarter was xx.x% during the quarter ended ________, 1999.


                                       27
<PAGE>   205
                          Average Annual Total Returns
                      (for periods ended December 31, 1999)

<TABLE>
<CAPTION>
                                      One Year    Since Inception (Dec. 15, 1998)
                                      --------    -------------------------------
<S>                                   <C>         <C>
Class I Shares                         xx.x%                   xx.x%
Goldman Sachs Technology Industry      xx.x%                   xx.x%
Composite Index *
Lipper Science & Technology            xx.x%                   xx.x%
  Fund Avg. **
</TABLE>

*        The Goldman Sachs Technology Industry Composite Index is a widely
         recognized, unmanaged index of technology stocks.

**       The Lipper Science & Technology Fund Avg. represents the simple average
         of the annual returns of science and technology mutual funds tracked by
         Lipper Analytical Services, Inc.

ING GLOBAL COMMUNICATIONS FUND

         INVESTMENT OBJECTIVE. The Fund seeks to provide investors with
long-term capital appreciation.

         PRINCIPAL INVESTMENT STRATEGIES. Under normal market conditions, the
Fund will operate as a diversified fund and invest at least 65% of its total
assets in a portfolio of equity securities of communications companies. This
portion of the portfolio will have investments located in at least three
different countries, including the United States.

         The Fund considers communications companies to be those which are
engaged primarily in designing, developing, operating, financing, manufacturing
or providing the following activities, products and services: communications
equipment and service (including equipment and services for both data and voice
transmission); electronic components and equipment; broadcast (including
television and radio, satellite, microwave and cable television); computer
equipment, mobile telecommunications and cellular radio and paging; electronic
mail; local and wide area networking and linkage of work and data processing
systems (collectively, "communications activities"). A "communications company"
is an entity in which (i) at least a majority of either its revenue or earnings
was derived from communications activities, or (ii) at least a majority of its
assets was devoted to communications activities based on the company's most
recent fiscal year.

         The equity securities in which the Fund may invest include common and
preferred stocks, warrants, and convertible securities. The Fund may invest the
remainder of its assets in: corporate debt securities of any maturity which, at
the time of investment, are rated investment grade (for example, rated at least
BBB by Standard & Poor's Rating Group or Baa by Moody's Investor Services) or
have an equivalent rating by a nationally recognized statistical rating agency,
or of comparable quality if unrated; U.S. Government securities; money market
securities, certificates of deposit, bankers acceptances and commercial paper;
and repurchase agreements. The Fund may also use options and futures contracts
involving securities, securities indices, interest rates and foreign currencies.

         The Sub-Adviser believes that because of rapid advances in
communications, investment in companies within this sector should offer
substantial opportunities for long-term capital appreciation. The communications
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 Sub-Adviser believes that the stocks of large
capitalization companies that are well established in the communications market
can be expected to grow with the market and will frequently be found in the
Fund's portfolio. The Fund's investments are 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 the 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.


                                       28
<PAGE>   206
         The Sub-Adviser combines broad industry analysis and bottom-up company
analysis to identify the stocks of companies it believes will become tomorrow's
communications leaders. In choosing investments for the Fund, the Sub-Adviser
first identifies themes that address industry and technological changes, such
as: [insert themes]. Using intensive fundamental research, the Sub-Adviser then
analyzes individual companies worldwide to find those firms most likely to
benefit from the selected investment themes.

         A more detailed discussion of the Principal Investment Strategies is
available in the SAI under "Investment Policies and Risks" section.

         PRINCIPAL RISKS. You could lose money on an investment in the Fund. An
investment in the Fund is not a bank deposit and is not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other government agency. The
Fund may be affected by the following risks, among others:

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

         -        Market Trends. From time to time, the stock market may not
                  favor the securities in which the Fund invests. For example,
                  the market could favor value stocks or small company stocks,
                  or may not favor equities at all.

         -        Risks of Foreign Investing. Foreign investments may be riskier
                  than U.S. investments for many reasons, including changes in
                  currency exchange rates, unstable political and economic
                  conditions, possible security illiquidity, a lack of adequate
                  company information, differences in the way securities markets
                  operate, less secure foreign banks or securities depositories
                  than those in the U.S., and foreign controls on investment.

         -        Industry Concentration. As a result of the Fund concentrating
                  its assets in securities related to a particular industry, the
                  Fund may be subject to greater market fluctuation than a fund
                  which has securities representing a broader range of
                  investment alternatives. Information technology companies are
                  generally subject to the rate of change in technology, which
                  is higher than other industries. In addition, products and
                  services of companies engaged in the information technology
                  sector are subject to relatively high risks of rapid
                  obsolescence caused by scientific and technological advances.
                  Swings in investor psychology or significant trading by large
                  institutional investors can result in significant price
                  fluctuations and stock price declines.

         -        Governmental Regulation. Certain communications industries,
                  such as the telecommunications industry, may be subject to
                  greater governmental regulation than many other industries.
                  Accordingly, such industries may be subject to changes in
                  governmental policies and the need for regulatory approvals
                  may have a material effect on the products and services
                  offered. Telephone operating companies in the United States,
                  for example, are subject to both federal and state regulation
                  affecting permitted rates of return and the kinds of services
                  that may be offered.

         PERFORMANCE SUMMARY. Performance information is only shown for those
Funds which have had a full calendar year of operations. Since the ING Global
Communications Fund has not yet commenced operations, there is no performance
information included in this Prospectus.


                                       29
<PAGE>   207
ING INTERNET FUND

         INVESTMENT OBJECTIVE. The Fund seeks to provide investors with
long-term capital appreciation.

         PRINCIPAL INVESTMENT STRATEGIES. Under normal market conditions, the
Fund will operate as a non-diversified fund and invest at least 65% of its total
assets in a portfolio of equity securities of U.S. and non-U.S. internet
technology companies. The Fund defines internet technology companies as those
companies with internet/virtual businesses or internet related consulting
businesses, or that derive a majority of their revenue from business operations
in internet related hardware, software or infrastructure industries.

         The equity securities in which the Fund may invest include common and
preferred stocks, warrants, and convertible securities. The Fund may invest the
remainder of its assets in: corporate debt securities of any maturity which, at
the time of investment, are rated investment grade (for example, rated at least
BBB by Standard & Poor's Rating Group or Baa by Moody's Investor Services) or
have an equivalent rating by a nationally recognized statistical rating agency,
or of comparable quality if unrated; U.S. Government securities; money market
securities, certificates of deposit, bankers acceptances and commercial paper;
and repurchase agreements. The Fund may also use options and futures contracts
involving securities, securities indices, interest rates and foreign currencies.

         The Sub-Adviser believes that the internet is in the early stages of a
period of promising growth. The internet has enabled companies to tap into new
markets, use new distribution channels and do business with end users of their
products all over the world without having to go through wholesalers and
distributors. The Sub-Adviser believes that investment in companies related to
the internet should offer substantial opportunities for long-term capital
appreciation. The Fund's investments are 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.

         In choosing investments for the Fund, the Sub-Adviser first identifies
themes which it believes will drive the internet in the future. Then, by
conducting extensive fundamental research, the Sub-Adviser analyzes individual
companies worldwide to identify those firms that are most likely to benefit from
the selected investment themes.

         A more detailed discussion of the Principal Investment Strategies is
available in the SAI under "Investment Policies and Risks" section.

         PRINCIPAL RISKS. You could lose money on an investment in the Fund. An
investment in the Fund is not a bank deposit and is not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other government agency. The
Fund may be affected by the following risks, among others:

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

         -        Market Trends. From time to time, the stock market may not
                  favor the securities in which the Fund invests. For example,
                  the market could favor value stocks or non-internet technology
                  company stocks, or may not favor equities at all.


                                       30
<PAGE>   208
         -        Risks of Foreign Investing. Foreign investments may be riskier
                  than U.S. investments for many reasons, including changes in
                  currency exchange rates, unstable political and economic
                  conditions, possible security illiquidity, a lack of adequate
                  company information, differences in the way securities markets
                  operate, less secure foreign banks or securities depositories
                  than those in the U.S., and foreign controls on investment.

         -        Lack of Diversification. The Fund is classified as a
                  non-diversified investment company, which means that, compared
                  with other funds, the Fund may invest a greater percentage of
                  its assets in a particular 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.

         -        Industry Concentration. As a result of the Fund concentrating
                  its assets in securities related to a particular industry, the
                  Fund may be subject to greater market fluctuation than a fund
                  which has securities representing a broader range of
                  investment alternatives. Internet and internet-related
                  companies are generally subject to the rate of change in
                  technology, which is higher than other industries. In
                  addition, products and services of companies engaged in
                  internet and internet-related activities are subject to
                  relatively high risks of rapid obsolescence caused by
                  scientific and technological advances. Swings in investor
                  psychology or significant trading by large institutional
                  investors can result in significant price fluctuations and
                  stock price declines.

         PERFORMANCE SUMMARY. Performance information is only shown for those
Funds which have had a full calendar year of operations. Since the ING Internet
Fund commenced operations on July 1, 1999, there is no performance information
included in this Prospectus.

ING TECHNOLOGY FUND

         INVESTMENT OBJECTIVE. The Fund seeks to provide investors with
long-term capital appreciation.

         PRINCIPAL INVESTMENT STRATEGIES. Under normal market conditions, the
Fund will operate as a non-diversified fund and invest at least 65% of its total
assets in a portfolio of equity securities of U.S. and non-U.S. internet
technology companies. The Fund defines internet technology companies as those
companies with internet/virtual businesses or internet related consulting
businesses, or that derive a majority of their revenue from business operations
in internet related hardware, software or infrastructure industries.

         The equity securities in which the Fund may invest include common and
preferred stocks, warrants, and convertible securities. The Fund may invest the
remainder of its assets in: corporate debt securities of any maturity which, at
the time of investment, are rated investment grade (for example, rated at least
BBB by Standard & Poor's Rating Group or Baa by Moody's Investor Services) or
have an equivalent rating by a nationally recognized statistical rating agency,
or of comparable quality if unrated; U.S. Government securities; money market
securities, certificates of deposit, bankers acceptances and commercial paper;
and repurchase agreements. The Fund may also use options and futures contracts
involving securities, securities indices, interest rates and foreign currencies.

         The Sub-Adviser believes that the internet is in the early stages of a
period of promising growth. The internet has enabled companies to tap into new
markets, use new distribution channels and do business with end users of their
products all over the world without having to go through wholesalers and
distributors. The Sub-Adviser believes that investment in companies related to
the internet should offer substantial opportunities for long-term capital
appreciation. The Fund's investments are 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.


                                       31
<PAGE>   209
         In choosing investments for the Fund, the Sub-Adviser first identifies
themes which it believes will drive the internet in the future. Then, by
conducting extensive fundamental research, the Sub-Adviser analyzes individual
companies worldwide to identify those firms that are most likely to benefit from
the selected investment themes.

         A more detailed discussion of the Principal Investment Strategies is
available in the SAI under "Investment Policies and Risks" section.

         PRINCIPAL RISKS. You could lose money on an investment in the Fund. An
investment in the Fund is not a bank deposit and is not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other government agency. The
Fund may be affected by the following risks, among others:

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

         -        Market Trends. From time to time, the stock market may not
                  favor the securities in which the Fund invests. For example,
                  the market could favor value stocks or non-internet technology
                  company stocks, or may not favor equities at all.

         -        Risks of Foreign Investing. Foreign investments may be riskier
                  than U.S. investments for many reasons, including changes in
                  currency exchange rates, unstable political and economic
                  conditions, possible security illiquidity, a lack of adequate
                  company information, differences in the way securities markets
                  operate, less secure foreign banks or securities depositories
                  than those in the U.S., and foreign controls on investment.

         -        Lack of Diversification. The Fund is classified as a
                  non-diversified investment company, which means that, compared
                  with other funds, the Fund may invest a greater percentage of
                  its assets in a particular 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.

         -        Industry Concentration. As a result of the Fund concentrating
                  its assets in securities related to a particular industry, the
                  Fund may be subject to greater market fluctuation than a fund
                  which has securities representing a broader range of
                  investment alternatives. Internet and internet-related
                  companies are generally subject to the rate of change in
                  technology, which is higher than other industries. In
                  addition, products and services of companies engaged in
                  internet and internet-related activities are subject to
                  relatively high risks of rapid obsolescence caused by
                  scientific and technological advances. Swings in investor
                  psychology or significant trading by large institutional
                  investors can result in significant price fluctuations and
                  stock price declines.

         PERFORMANCE SUMMARY. Performance information is only shown for those
Funds which have had a full calendar year of operations. Since the ING
Technology Fund has not yet commenced operations, there is no performance
information included in this Prospectus.


                                       32
<PAGE>   210
ING BALANCED FUND

         INVESTMENT OBJECTIVE. The Fund seeks to provide investors with high
total return.

         PRINCIPAL INVESTMENT STRATEGIES. The Fund primarily invests in a
combination of mid- and large-capitalization equity securities, intermediate
maturity fixed income securities and money market instruments. Equity
securities, which include common and preferred stocks, warrants and convertible
securities, are acquired for capital appreciation or a combination of capital
appreciation and income. Fixed income securities, which include investment grade
corporate debt obligations and U.S. Government securities, are acquired for
income and secondarily for capital appreciation. Money market instruments mature
in 13 months or less from the date of purchase and include U.S. Government
securities and corporate debt securities (including those subject to repurchase
agreements), certificates of deposit, bankers acceptances and commercial paper.
The Fund may also use options and futures contracts involving securities,
securities indices, interest rates and foreign currencies. The Fund will operate
as a diversified fund.

         The percentage of assets invested in equities, fixed income securities
and money market instruments will vary from time to time depending upon the
Sub-Adviser's judgment of general market and economic conditions, trends in
yields and interest rates and changes in fiscal or monetary policies. Depending
upon the Sub-Adviser's determination of market and economic conditions,
investment emphasis may be placed on equities or fixed income securities. The
allocation between equities and fixed income securities creates an opportunity
for investors to receive competitive returns of capital growth and income while
maintaining diversification. Under normal market conditions, the Fund will
invest at least 25% of its total assets in fixed income securities. The average
maturity of the fixed income securities held by the Fund will normally
approximate five years, although this will vary with changing market conditions.

         A more detailed discussion of the Principal Investment Strategies is
available in the SAI under "Investment Policies and Risks" section.

         PRINCIPAL RISKS. You could lose money on an investment in the Fund. An
investment in the Fund is not a bank deposit and is not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other government agency. The
Fund may be affected by the following risks, among others:

         -        Price Volatility. The value of the Fund changes as the prices
                  of its investments go up or down.

         -        Risks of Equity Investments. Equity securities face market,
                  issuer and other risks, and their values may go up or down,
                  sometimes rapidly and unpredictably. Market risk is the risk
                  that securities may decline in value due to factors affecting
                  securities markets generally or particular industries. Issuer
                  risk is the risk that the value of a security may decline for
                  reasons relating to the issuer, such as changes in the
                  financial condition of the issuer. While equities may offer
                  the potential for greater long-term growth than most debt
                  securities, they generally have higher volatility.
                  Mid-capitalization stocks may experience greater volatility
                  upon falling out of favor than large-capitalization stocks. In
                  addition, when interest rates increase, the value of income
                  producing equity securities may decrease.

         -        Risks of Fixed Income Investments. Fixed income securities
                  held by the Fund are subject to a number of risks, including,
                  but not limited to:

                  Interest rate risk - In general, when interest rates go up,
                  prices of fixed income securities go down.

                  Default risk -- An issuer of a security may default on its
                  obligation to pay principal and/or interest or have its credit
                  rating downgraded.


                                       33
<PAGE>   211
                  Call or prepayment risk -- An issuer of a security may prepay
                  principal earlier than scheduled, which could force the Fund
                  to reinvest in lower yielding securities.

                  Extension risk -- Slower than expected principal payments on a
                  mortgage-backed or asset-backed security may extend such
                  security's life, thereby locking in a below-market interest
                  rate, increasing the security's duration and reducing the
                  value of the security.

         -        Allocation Risk. The Sub-Adviser's judgment about the
                  attractiveness and risk adjusted return potential of
                  particular asset classes may prove to be wrong. By utilizing
                  the balanced approach described herein, the Fund's net asset
                  value may not rise as rapidly or as much as the stock market
                  during cycles of rising stock prices.

         PERFORMANCE SUMMARY. Performance information is only shown for those
Funds which have had a full calendar year of operations. Since the ING Balanced
Fund has not yet commenced operations, there is no performance information
included in this Prospectus.

ING EMERGING MARKETS EQUITY FUND

         INVESTMENT OBJECTIVE. The Fund seeks to provide investors with
long-term capital appreciation.

         PRINCIPAL INVESTMENT STRATEGIES. Under normal market conditions, the
Fund will operate as a diversified fund and invest at least 65% of its total
assets in a portfolio of equity securities of emerging market issuers. The Fund
will typically 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. 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 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. With respect to certain countries, investments by
the Fund may only be made through investments in closed-end investment companies
that in turn are authorized to invest in the securities of such countries.

         The equity securities in which the Fund may invest include common and
preferred stocks, warrants, and convertible securities. The Fund may invest the
remainder of its assets in: corporate debt securities of any maturity and
without regard to rating; U.S. Government securities; money market securities,
certificates of deposit, bankers acceptances and commercial paper; and
repurchase agreements. The Fund may also use options and futures contracts
involving securities, securities indices, interest rates and foreign currencies.

         In choosing investments for the Fund, the Sub-Advisers employ a highly
disciplined, four-step investment process that seeks to identify unrecognized
growth potential in stocks of emerging market issuers. The four steps are:

                  -        First, quantitative analysis and fundamental research
                           are employed to determine regional equity selection;

                  -        Second, allocations and weightings are determined
                           consistent with the Sub-Advisers' outlook;

                  -        Third, portfolio stock selection within the selected
                           geographical sectors based on comprehensive
                           fundamental analysis is performed; and

                  -        Finally, internal control methods are used with
                           proprietary software for cost-efficient trade
                           execution.


                                       34
<PAGE>   212
         A more detailed discussion of the Principal Investment Strategies is
available in the SAI under "Investment Policies and Risks" section.

         PRINCIPAL RISKS. You could lose money on an investment in the Fund. An
investment in the Fund is not a bank deposit and is not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other government agency. The
Fund may be affected by the following risks, among others:

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

         -        Market Trends. From time to time, the stock market may not
                  favor the securities in which the Fund invests. For example,
                  the market could favor value stocks or stocks of companies
                  located in more developed countries, or may not favor equities
                  at all.

         -        Risks of Foreign Investing. Foreign investments may be riskier
                  than U.S. investments for many reasons, including changes in
                  currency exchange rates, unstable political and economic
                  conditions, possible security illiquidity, a lack of adequate
                  company information, differences in the way securities markets
                  operate, less secure foreign banks or securities depositories
                  than those in the U.S., and foreign controls on investment.
                  Because the Fund invests primarily in emerging markets
                  countries, the risks may be greater, partly because emerging
                  market countries may be less politically and economically
                  stable than other countries. It may also be more difficult to
                  buy and sell securities in emerging market countries.

         PERFORMANCE SUMMARY. Performance information is only shown for those
Funds which have had a full calendar year of operations. Since the ING Emerging
Markets Equity Fund has not yet commenced operations, there is no performance
information included in this Prospectus.

ING GLOBAL REAL ESTATE FUND

         INVESTMENT OBJECTIVE. The Fund seeks to provide investors with high
total return.

         PRINCIPAL INVESTMENT STRATEGIES. Under normal market conditions, the
Fund will operate as a non-diversified fund and invest at least 65% of its total
assets in a portfolio of equity securities of companies that are principally
engaged in the real estate industry. In selecting investments for the Fund, the
Sub-Advisers will select companies whose business it is to own, operate, develop
and/or manage real estate. This portion of the portfolio will have investments
located in at least three different countries including the United States.

         The equity securities in which the Fund may invest include common and
preferred stocks, warrants, and convertible securities. The Fund may invest the
remainder of its assets in: corporate debt securities of any maturity which, at
the time of investment, are rated investment grade (for example, rated at least
BBB by Standard & Poor's Rating Group or Baa by Moody's Investor Services) or
have an equivalent rating by a nationally recognized statistical rating agency,
or of comparable quality if unrated; U.S. Government securities; money market
securities, certificates of deposit, bankers acceptances and commercial paper;
and repurchase agreements. The Fund may also use options and futures contracts
involving securities, securities indices, interest rates and foreign currencies.

         The Sub-Advisers use a disciplined two-step process for constructing
portfolios that have been employed and enhanced over the past fifteen years.


                                       35
<PAGE>   213
                  -        First, the Sub-Advisers use a portfolio allocation
                           process driven by systematic, top-down research
                           evaluation of public and private property market
                           trends and conditions to set established portfolio
                           allocation targets by property type and geography.

                  -        Second, the Sub-Advisers use a proprietary Relative
                           Value Analysis system incorporating quantitative and
                           qualitative assessments of individual companies to
                           identify superior current income and growth
                           potential. The RVA examines several factors
                           including: (i) value and property; (ii) capital
                           structure; and (iii) management and strategy.

         A more detailed discussion of the Principal Investment Strategies is
available in the SAI under "Investment Policies and Risks" section.

         PRINCIPAL RISKS. You could lose money on an investment in the Fund. An
investment in the Fund is not a bank deposit and is not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other government agency. The
Fund may be affected by the following risks, among others:

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

         -        Market Trends. From time to time, the stock market may not
                  favor the securities in which the Fund invests. Rather, the
                  market could favor stocks in industries to which the Fund is
                  not exposed, or may not favor equities at all.

         -        Risks of Foreign Investing. Foreign investments may be riskier
                  than U.S. investments for many reasons, including changes in
                  currency exchange rates, unstable political and economic
                  conditions, possible security illiquidity, a lack of adequate
                  company information, differences in the way securities markets
                  operate, less secure foreign banks or securities depositories
                  than those in the U.S., and foreign controls on investment.

         -        Lack of Diversification. The Fund is classified as a
                  non-diversified investment company, which means that, compared
                  with other funds, the Fund may invest a greater percentage of
                  its assets in a particular 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.

         -        Industry Concentration. As a result of the Fund concentrating
                  its assets in securities related to a particular industry, the
                  Fund may be subject to greater market fluctuation than a fund
                  which has securities representing a broader range of
                  investment alternatives. Investments in issuers that are
                  principally engaged in real estate, including real estate
                  investment trusts ("REITs"), may subject the 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.


                                       36
<PAGE>   214
         PERFORMANCE SUMMARY. Performance information is only shown for those
Funds which have had a full calendar year of operations. Since the ING Global
Real Estate Fund has not yet commenced operations, there is no performance
information included in this Prospectus.

ING QUALITY OF LIFE FUND

         INVESTMENT OBJECTIVE. The Fund seeks to provide investors with
long-term capital appreciation.

         PRINCIPAL INVESTMENT STRATEGIES. Under normal market conditions, the
Fund will operate as a non-diversified fund and invest at least 65% of its total
assets in a portfolio of equity securities of U.S. and non-U.S. quality of life
companies. The Fund defines quality of life companies as those companies
offering products and services helping persons live longer, healthier and
happier lives. Such companies may include, but will not be limited to, companies
engaged in the research, development, production or distribution of products or
services related to health care, medicine or the life sciences; companies
engaged in providing entertainment services or equipment related to leisure time
activities; and companies providing other services or products desired by the
aging baby boomer population.

         The equity securities in which the Fund may invest include common and
preferred stocks, warrants, and convertible securities. The Fund may invest the
remainder of its assets in: corporate debt securities of any maturity which, at
the time of investment, are rated investment grade (for example, rated at least
BBB by Standard & Poor's Rating Group or Baa by Moody's Investor Services) or
have an equivalent rating by a nationally recognized statistical rating agency,
or of comparable quality if unrated; U.S. Government securities; money market
securities, certificates of deposit, bankers acceptances and commercial paper;
and repurchase agreements. The Fund may also use options and futures contracts
involving securities, securities indices, interest rates and foreign currencies.

         The Sub-Adviser believes that quality of life companies will benefit
from the aging baby boomer generation. The global consumption pattern is
steadily changing as a result of an increase in wealth and a resulting increase
in life expectancy. Especially in the developed countries, the population is
rapidly aging. In the opinion of the Sub-Adviser this development will lend to a
structural increase in healthcare spending. At the same time the growing group
of aging people will have an increasing need for various services and more and
new possibilities of leisure activities. People will be increasingly willing to
invest in their quality of life aiming at longer, healthier and happier lives.

         In choosing investments for the Fund, the Sub-Adviser first identifies
themes which it believes will drive the healthcare, leisure and other industries
benefiting from the aging baby boomer generation. Then, by conducting extensive
fundamental research, the Sub-Adviser analyzes individual companies worldwide to
identify those firms that are most likely to benefit from the selected
investment themes.

         A more detailed discussion of the Principal Investment Strategies is
available in the SAI under "Investment Policies and Risks" section.

         PRINCIPAL RISKS. You could lose money on an investment in the Fund. An
investment in the Fund is not a bank deposit and is not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other government agency. The
Fund may be affected by the following risks, among others:

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


                                       37
<PAGE>   215
         -        Market Trends. From time to time, the stock market may not
                  favor the securities in which the Fund invests. For example,
                  the market could favor value stocks or stocks of companies
                  within other sectors or industries, or may not favor equities
                  at all.

         -        Risks of Foreign Investing. Foreign investments may be riskier
                  than U.S. investments for many reasons, including changes in
                  currency exchange rates, unstable political and economic
                  conditions, possible security illiquidity, a lack of adequate
                  company information, differences in the way securities markets
                  operate, less secure foreign banks or securities depositories
                  than those in the U.S., and foreign controls on investment.

         -        Lack of Diversification. The Fund is classified as a
                  non-diversified investment company, which means that, compared
                  with other funds, the Fund may invest a greater percentage of
                  its assets in a particular 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.

         -        Industry Concentration. As a result of the Fund concentrating
                  its assets in securities related to particular industries, the
                  Fund may be subject to greater market fluctuation than a fund
                  which has securities representing a broader range of
                  investment alternatives. Swings in investor psychology or
                  significant trading by large institutional investors can
                  result in significant price fluctuations and stock price
                  declines.

         PERFORMANCE SUMMARY. Performance information is only shown for those
Funds which have had a full calendar year of operations. Since the ING Quality
of Life Fund has not yet commenced operations, there is no performance
information included in this Prospectus.


                                       38
<PAGE>   216
                                   BOND FUNDS


ING INTERMEDIATE BOND FUND

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

         PRINCIPAL INVESTMENT STRATEGIES. Under normal market conditions, the
Fund will operate as a diversified fund and invest at least 65% of its total
assets in a portfolio of debt securities which, at the time of investment, are
rated investment grade (for example, rated at least BBB by Standard & Poor's
Rating Group or Baa by Moody's Investor Services) or have an equivalent rating
by a nationally recognized statistical rating agency, or of comparable quality
if unrated. Although the Fund may invest a portion of its assets in high yield
(high risk) debt securities rated below investment grade, the Fund will seek to
maintain a minimum average portfolio quality rating of at least investment
grade. The dollar-weighted average maturity of the Fund will generally range
between three and ten years.

         The Fund may invest the remainder of its assets in: convertible
securities and preferred stocks; U.S. Government securities, securities of
foreign governments and supranational organizations, and high-quality money
market instruments that the Sub-Adviser believes are appropriate in light of the
Fund's investment objective; municipal bonds, notes and commercial paper; and
debt securities of foreign issuers. The Fund may purchase structured debt
obligations and may engage in dollar roll transactions and swap agreements. The
Fund may also sell securities short and may use options and futures contracts
involving securities, securities indices, interest rates and foreign currencies.
A portion of the Fund's assets may be invested in mortgage-backed securities and
asset-backed debt securities.

         In choosing investments for the Fund, the Sub-Adviser employs a highly
disciplined, five step investment process which uses fundamental economic and
market research to identify bond market sectors and individual securities
expected to provide above-average returns. The five steps are:

                  -        First, ACTIVE DURATION MANAGEMENT attempts to capture
                           incremental returns and control interest rate risk
                           through moderate and gradual duration adjustments.

                  -        Second, YIELD CURVE STRATEGY helps determine
                           risk/reward characteristics of different maturity
                           classes.

                  -        Third, SECTOR/QUALITY SELECTION identifies value
                           opportunities in improving or mispriced securities
                           and sectors.

                  -        Fourth, SECURITY SELECTION STRATEGY emphasizes bonds
                           that have attractive relative value within their
                           sectors.

                  -        Finally, TRADING OPPORTUNITIES seek to take advantage
                           of market inefficiencies to purchase bonds at prices
                           below their intrinsic value.

         A more detailed discussion of the Principal Investment Strategies is
available in the SAI under "Investment Policies and Risks" section.

         PRINCIPAL RISKS. You could lose money on an investment in the Fund. An
investment in the Fund is not a bank deposit and is not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other government agency. The
Fund may be affected by the following risks, among others:

         -        Price Volatility. The value of the Fund changes as the prices
                  of its investments go up or down.

         -        Interest Rate Risk. In general, when interest rates go up,
                  prices of fixed income securities go down. Securities with
                  longer maturities are subject to greater fluctuations in value
                  than securities with shorter maturities.


                                       39
<PAGE>   217
         -        Spread Risk. The price of a fixed income security is generally
                  determined by adding an interest rate spread to a benchmark
                  interest rate, such as the U.S. Treasury rate. As the spread
                  on a security widens (or increases), the price (or value) of
                  the security falls.

         -        Default Risk. An issuer of a security may default on its
                  obligation to pay principal and/or interest or have its credit
                  rating downgraded. Securities with lower credit ratings are
                  generally subject to greater fluctuations in value than higher
                  rated securities.

         -        Call or Prepayment Risk. An issuer of a security may prepay
                  principal earlier than scheduled, which could force the Fund
                  to reinvest in lower yielding securities.

         -        Extension Risk. Slower than expected principal payments on a
                  mortgage-backed or asset-backed security may extend such
                  security's life, thereby locking in a below-market interest
                  rate, increasing the security's duration and reducing the
                  value of the security.

         PERFORMANCE SUMMARY. The bar chart and table shown below give some
indication of the risks of an investment in the Fund by comparing the Fund's
performance with a broad measure of market performance. How the Fund has
performed in the past is not necessarily an indication of how the Fund will
perform in the future. Returns in the chart are provided for Class I shares only

         (insert bar chart)

During the period shown in the bar chart, the highest return for a quarter was
xx.x% during the quarter ended ________, 1999 and the lowest return for a
quarter was xx.x% during the quarter ended ________, 1999.

                          Average Annual Total Returns
                      (for periods ended December 31, 1999)

<TABLE>
<CAPTION>
                                  One Year      Since Inception (Dec. 15, 1998)
                                  --------      -------------------------------
<S>                               <C>           <C>
Class I Shares                     xx.x%                     xx.x%
Lehman Bros. Aggregate             xx.x%                     xx.x%
  Index *
Lipper Intermediate Investment     xx.x%                     xx.x%
Grade Debt Fund Avg. **
</TABLE>

*        The Lehman Bros. Aggregate Index is a widely recognized, unmanaged
         index of publicly issued intermediate, fixed rate U.S. Government and
         investment grade corporate debt securities.

**       The Lipper Intermediate Investment Grade Debt Fund Avg. represents the
         simple average of the annual returns of intermediate investment grade
         debt mutual funds tracked by Lipper Analytical Services, Inc.

ING HIGH YIELD BOND FUND

         INVESTMENT OBJECTIVE. The Fund seeks to provide investors with a high
level of current income and total return.

         PRINCIPAL INVESTMENT STRATEGIES. Under normal market conditions, the
Fund will operate as a diversified fund and invest at least 65% of its total
assets in a portfolio of high yield (high risk) bonds. High yield bonds are debt
securities that are not rated by a nationally recognized statistical rating
agency or are rated below investment grade (for example, rated below BBB by
Standard & Poor's Rating Group or Baa by Moody's Investor Services) or have an
equivalent rating by a nationally recognized statistical rating agency. 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, mortgage-backed


                                       40
<PAGE>   218
and asset-backed debt obligations, structured debt obligations and convertible
bonds, provided they are unrated or rated below investment grade. In evaluating
the quality of a particular high yield bond for investment by the Fund, the
Sub-Adviser does not rely exclusively on ratings assigned by the nationally
recognized statistical rating agencies. 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. There are no restrictions on the average maturity of the
Fund or the maturity of any single investment. Maturities may very widely
depending on the Sub-Adviser's assessment of interest rate trends and other
economic or market factors.

         Any remaining assets may be invested in investment grade debt
securities; common and preferred stocks; U.S. Government securities and money
market instruments that the Sub-Adviser believes are appropriate in light of the
Fund's investment objectives; and debt securities of foreign issuers. The Fund
may purchase structured debt obligations and may engage in dollar roll
transactions and swap agreements. The Fund may also use options and futures
contracts involving securities, securities indices, interest rates and foreign
currencies. A portion of the Fund's assets may be invested in mortgage-backed
and asset-backed debt securities.

         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 in order to attempt to achieve
either a combination of its primary and secondary objectives, in which case the
common stocks will be dividend-paying, or to achieve its secondary objective, in
which the common stocks may not pay dividends.

         In choosing investments for the Fund, the Sub-Adviser combines
extensive company and industry research with relative value analysis to identify
high yield bonds expected to provide above-average returns. Relative value
analysis is intended to enhance returns by moving from overvalued to undervalued
sectors of the bond market. The Sub-Adviser's team approach to decision making
includes contributions from individual managers responsible for specific
industry sectors.

         A more detailed discussion of the Principal Investment Strategies is
available in the SAI under "Investment Policies and Risks" section.

         PRINCIPAL RISKS. You could lose money on an investment in the Fund. An
investment in the Fund is not a bank deposit and is not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other government agency. The
Fund may be affected by the following risks, among others:

         -        Price Volatility. The value of the Fund changes as the prices
                  of its investments go up or down.

         -        Risks of Fixed Income Investments. Fixed income securities
                  held by the Fund are subject to a number of risks, including,
                  but not limited to:

                  Interest rate risk - In general, when interest rates go up,
                  prices of fixed income securities go down. Securities with
                  longer maturities are subject to greater fluctuations in value
                  than securities with shorter maturities.

                  Spread Risk -- The price of a fixed income security is
                  generally determined by adding an interest rate spread to a
                  benchmark interest rate, such as the U.S. Treasury rate. As
                  the spread on a security widens (or increases), the price (or
                  value) of the security falls.

                  Default risk -- An issuer of a security may default on its
                  obligation to pay principal and/or interest or have its credit
                  rating downgraded. Securities with lower credit ratings are
                  generally subject to greater fluctuations in value than higher
                  rated securities.


                                       41
<PAGE>   219
                  Call or prepayment risk -- An issuer of a security may prepay
                  principal earlier than scheduled, which could force the Fund
                  to reinvest in lower yielding securities.

                  Extension risk -- Slower than expected principal payments on a
                  mortgage-backed or asset-backed security may extend such
                  security's life, thereby locking in a below-market interest
                  rate, increasing the security's duration and reducing the
                  value of the security.

         -        Risk of High Yield Bonds. High yield bonds carry particular
                  market risks and may experience greater volatility in market
                  value than investment grade bonds. Changes in interest rates,
                  the market's perception of the issuers and the
                  creditworthiness of the issuers 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. Certain high yield bonds, such as zero
                  coupon, deferred interest and PIK bonds, are issued at deep
                  discounts and may experience greater volatility in market
                  value. The secondary market for high yield bonds may be less
                  liquid than the markets for higher quality securities and this
                  may have an adverse effect on the market values of certain
                  securities.

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

         PERFORMANCE SUMMARY. The bar chart and table shown below give some
indication of the risks of an investment in the Fund by comparing the Fund's
performance with a broad measure of market performance. How the Fund has
performed in the past is not necessarily an indication of how the Fund will
perform in the future. Returns in the chart are provided for Class I shares
only.

         (insert bar chart)

During the period shown in the bar chart, the highest return for a quarter was
xx.x% during the quarter ended ________, 1999 and the lowest return for a
quarter was xx.x% during the quarter ended ________, 1999.

                          Average Annual Total Returns
                      (for periods ended December 31, 1999)

<TABLE>
<CAPTION>
                                    One Year     Since Inception (Dec. 15, 1998)
                                    --------     -------------------------------
<S>                                 <C>          <C>
Class I Shares                       xx.x%                    xx.x%
Lehman Bros. High Yield Index *      xx.x%                    xx.x%
Lipper High Current Yield Fund       xx.x%                    xx.x%
   Avg. **
</TABLE>

*        The Lehman Bros. High Yield Index is a widely recognized, unmanaged
         index of high yield debt securities.

**       The Lipper High Yield Fund Avg. represents the simple average of the
         annual returns of high yield mutual funds tracked by Lipper Analytical
         Services, Inc.


ING HIGH YIELD REAL ESTATE FUND

         INVESTMENT OBJECTIVE. The Fund seeks to provide investors with a high
level of current income.


                                       42
<PAGE>   220
         PRINCIPAL INVESTMENT STRATEGIES. Under normal market conditions, the
Fund will operate as a non-diversified fund and invest at least 80% of its total
assets in commercial mortgage backed securities. Commercial 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
commercial property. Generally, these securities are issued by private issuers
without a government guarantee but usually having some form of private credit
enhancement. The Fund may invest in adjustable rate and fixed rate mortgage
securities. The Fund's weighted average credit quality will be "BB-" or better
at all times based on ratings from the nationally recognized credit rating
agencies, or of comparable quality if unrated. Securities rated below B- may not
exceed 20% of the Fund's total assets. All split rated securities will be
accounted for at the lower rating.

         Any remaining assets of the Fund may be invested in other types of
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 Sub-Adviser believes are appropriate in light
of the Fund's investment objective. The Fund may also use options and futures
contracts involving securities, securities indices and interest rates.

         There are no restrictions on the average maturity of the Fund or on the
maturity of any single instrument. The Fund will diversify its holdings so as
not to be overly affected by a downturn in any specific region of the country,
industry or property type. In that regard, with respect to the total collateral
underlying the securities of the Fund: (i) no more than 33% shall be in any
single state; (ii) no single property type shall constitute more than 75% of the
collateral, provided, however, that office properties shall constitute no more
than 50% of the collateral and hotel properties shall constitute no more than
50% of the collateral; (iii) no more than 50% of the Fund's assets at the time
of purchase may be securities backed by single properties; and (iv) agricultural
mortgage securities and non-agency single-family/residential mortgage-backed
securities are limited to a maximum of 5% of the Fund's assets at all times. The
Fund will not invest in interest only or principal only commercial
mortgage-backed securities.

         In determining the commercial mortgage backed securities that the Fund
will acquire, the Sub-Adviser may consider, among other factors, the following:
the characteristics of the underlying mortgage loans, including loan-to-value
and debt service coverage ratios, loan seasoning and risks of refinancing;
characteristics of the underlying properties, including diversity of the loan
pool, occupancy and leasing rates and competitiveness in the pertinent market;
economic, environmental and local considerations; deal structure, including
historical performance of the originator, subordination percentages and reserve
fund balances; and structural participants such as administrators and servicers.

         A more detailed discussion of the Principal Investment Strategies is
available in the SAI under "Investment Policies and Risks" section.

         PRINCIPAL RISKS. You could lose money on an investment in the Fund. An
investment in the Fund is not a bank deposit and is not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other government agency. The
Fund may be affected by the following risks, among others:

         -        Price Volatility. The value of the Fund changes as the prices
                  of its investments go up or down.

         -        Interest Rate Risk. In general, when interest rates go up,
                  prices of fixed income securities go down. Securities with
                  longer maturities are subject to greater fluctuations in value
                  than securities with shorter maturities.

         -        Spread Risk. The price of a fixed income security is generally
                  determined by adding an interest rate spread to a benchmark
                  interest rate, such as the U.S. Treasury rate. As the spread
                  on a security widens (or increases), the price (or value) of
                  the security falls.


                                       43
<PAGE>   221
         -        Default Risk. Obligors under commercial mortgages may be
                  unable to make payments of interest and principal. This
                  increases the risk of default on a related commercial
                  mortgage-backed security. Securities with lower credit ratings
                  are generally subject to greater fluctuations in value than
                  higher rated securities.

         -        Call or Prepayment Risk. An issuer of a security may prepay
                  principal earlier than scheduled, which could force the Fund
                  to reinvest in lower yielding securities.

         -        Extension Risk. Slower than expected principal payments on a
                  commercial mortgage-backed or asset-backed security may extend
                  such security's life, thereby locking in a below-market
                  interest rate, increasing the security's duration and reducing
                  the value of the security.

         -        Risk of High Yield Bonds. High yield bonds carry particular
                  market risks and may experience greater volatility in market
                  value than investment grade bonds. Changes in interest rates,
                  the market's perception of the issuers and the
                  creditworthiness of the issuers 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. Certain high yield bonds are issued at deep
                  discounts and may experience greater volatility in market
                  value. The secondary market for high yield bonds may be less
                  liquid than the markets for higher quality securities and this
                  may have an adverse effect on the market values of certain
                  securities.

PERFORMANCE SUMMARY. Performance information is only shown for those Funds which
have had a full calendar year of operations. Since the ING High Yield Real
Estate Fund has not yet commenced operations, there is no performance
information included in this Prospectus.


ING INTERNATIONAL BOND FUND

         INVESTMENT OBJECTIVE. The Fund seeks to provide investors with high
total return.

         PRINCIPAL INVESTMENT STRATEGIES. Under normal market conditions, the
Fund will operate as a non-diversified fund and invest at least 65% of its total
assets in a portfolio of fixed income securities of international issuers which,
at the time of investment, are rated investment grade (for example, rated at
least BBB by Standard & Poor's Rating Group or Baa by Moody's Investor Services)
or have an equivalent rating by a nationally recognized statistical rating
agency, or of comparable quality if unrated. This portion of the portfolio will
have investments in at least three different countries outside of the United
States. There are no restrictions on the average maturity of the Fund or the
maturity of any single investment. Maturities may vary widely depending on the
Sub-Advisers' assessment of interest rate trends and other economic or market
factors. Fixed income securities eligible for purchase by the Fund consist of:

                  -        securities issued or guaranteed by foreign
                           governments, their political subdivisions, agencies
                           or instrumentalities;

                  -        corporate bonds and debentures rated investment grade
                           (for example, rated at least BBB by Standard & Poor's
                           Rating Group or Baa by Moody's Investor Services);

                  -        obligations of supranational entities;

                  -        repurchase agreements involving the foregoing
                           securities;

                  -        loan participations;

                  -        short-term commercial paper of U.S. or foreign
                           issuers rated in the highest two rating categories by
                           a nationally recognized statistical rating agency;
                           and

                  -        swap agreements.

         Any remaining assets of the Fund may be invested in securities
denominated in U.S. dollars or foreign currencies which are rated below
investment grade (for example, rated at below BBB by Standard & Poor's Rating
Group or Baa by Moody's Investor Services) or have an equivalent rating by a
nationally


                                       44
<PAGE>   222
recognized statistical rating agency, or of comparable quality if unrated; U.S.
Government securities; obligations 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 the last published financial
statements at the time of investment; mortgage-backed and asset-backed
securities rated within the three highest rating categories by a nationally
recognized statistical rating agency; receipts; and guaranteed investment
contracts. The Fund may also use options and futures contracts involving
securities, securities indices, interest rates and foreign currencies.

         In choosing investments for the Fund, the Sub-Advisers employ a highly
disciplined, four step investment process that seeks to identify bond market
sectors expected to provide high and sustainable real rates of return. The four
steps are:

                  -        First, quantitative analysis and fundamental research
                           are employed to develop international bond market
                           rankings and currency outlook;

                  -        Second, country allocations, currency weightings and
                           maturity profile are determined consistent with the
                           Sub-Advisers' outlook;

                  -        Third, specific security selection within the
                           selected geographical sectors and market sectors is
                           performed; and

                  -        Finally, internal control methods are used with
                           proprietary software for cost-efficient trade
                           execution.

         A more detailed discussion of the Principal Investment Strategies is
available in the SAI under "Investment Policies and Risks" section.

         PRINCIPAL RISKS. You could lose money on an investment in the Fund. An
investment in the Fund is not a bank deposit and is not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other government agency. The
Fund may be affected by the following risks, among others:

         -        Price Volatility. The value of the Fund changes as the prices
                  of its investments go up or down.

         -        Risks of Fixed Income Investments. Fixed income securities
                  held by the Fund are subject to a number of risks, including,
                  but not limited to:

                  Interest rate risk - In general, when interest rates go up,
                  prices of fixed income securities go down. Securities with
                  longer maturities are subject to greater fluctuations in value
                  than securities with shorter maturities.

                  Spread Risk -- The price of a fixed income security is
                  generally determined by adding an interest rate spread to a
                  benchmark interest rate, such as the U.S. Treasury rate. As
                  the spread on a security widens (or increases), the price (or
                  value) of the security falls.

                  Default risk -- An issuer of a security may default on its
                  obligation to pay principal and/or interest or have its credit
                  rating downgraded. Securities with lower credit ratings are
                  generally subject to greater fluctuations in value than higher
                  rated securities.

                  Call or prepayment risk -- An issuer of a security may prepay
                  principal earlier than scheduled, which could force the Fund
                  to reinvest in lower yielding securities.

                  Extension risk -- Slower than expected principal payments on a
                  mortgage-backed or asset-backed security may extend such
                  security's life, thereby locking in a below-market interest
                  rate, increasing the security's duration and reducing the
                  value of the security.

         -        Risks of Foreign Investing. Foreign investments may be riskier
                  than U.S. investments for many reasons, including changes in
                  currency exchange rates, unstable political and economic


                                       45
<PAGE>   223
                  conditions, possible security illiquidity, a lack of adequate
                  company information, differences in the way securities markets
                  operate, less secure foreign banks or securities depositories
                  than those in the U.S., and foreign controls on investment. To
                  the extent the Fund invests in emerging markets countries, the
                  risks may be greater, partly because emerging market countries
                  may be less politically and economically stable than other
                  countries. It may also be more difficult to buy and sell
                  securities in emerging market countries.

         -        Lack of Diversification. The Fund is classified as a
                  non-diversified investment company, which means that, compared
                  with other funds, the Fund may invest a greater percentage of
                  its assets in a particular 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.

         PERFORMANCE SUMMARY. The bar chart and table shown below give some
indication of the risks of an investment in the Fund by comparing the Fund's
performance with a broad measure of market performance. How the Fund has
performed in the past is not necessarily an indication of how the Fund will
perform in the future. Returns in the chart are provided for Class I shares
only.

         (insert bar chart)

During the period shown in the bar chart, the highest return for a quarter was
xx.x% during the quarter ended ________, 1999 and the lowest return for a
quarter was xx.x% during the quarter ended ________, 1999.

                          Average Annual Total Returns
                      (for periods ended December 31, 1999)

<TABLE>
<CAPTION>
                                         One Year     Since Inception (Dec. 15, 1998)
                                         --------     -------------------------------
<S>                                      <C>          <C>
Class I Shares                            xx.x%                    xx.x%
Salomon Bros. World Gov't Bond
 Index                                    xx.x%                    xx.x%
*
Lipper International Income               xx.x%                    xx.x%
  Fund Avg. **
</TABLE>

*        The Salomon Bros. World Gov't Bond Index is a widely recognized,
         unmanaged index of securities issued by foreign governments.

**       The Lipper International Income Fund Avg. represents the simple average
         of the annual returns of international income mutual funds tracked by
         Lipper Analytical Services, Inc.

ING MORTGAGE INCOME FUND

         INVESTMENT OBJECTIVE. The Fund seeks to provide investors with
long-term income consistent with preservation of capital.

         PRINCIPAL INVESTMENT STRATEGIES. Under normal market conditions, the
Fund will operate as a diversified fund and invest at least 65% of its total
assets in mortgage-backed securities. 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. The Fund


                                       46
<PAGE>   224
may invest in adjustable rate and fixed rate mortgage securities. The Fund's
investments will be rated, at the time of investment, "A" or better by a
nationally recognized statistical rating agency, or of comparable quality if
unrated.

         Any remaining assets of the Fund may be invested in other types of
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 Sub-Adviser believes are appropriate in light
of the Fund's investment objective. The Fund may also use options and futures
contracts involving securities, securities indices, interest rates and foreign
currencies.

         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 in 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; however, 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 portfolio
securities and purchases of higher yielding securities of similar quality due to
distortions in normal yield differentials.

         A more detailed discussion of the Principal Investment Strategies is
available in the SAI under "Investment Policies and Risks" section.

         PRINCIPAL RISKS. You could lose money on an investment in the Fund. An
investment in the Fund is not a bank deposit and is not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other government agency. The
Fund may be affected by the following risks, among others:

         -        Price Volatility. The value of the Fund changes as the prices
                  of its investments go up or down.

         -        Interest Rate Risk. In general, when interest rates go up,
                  prices of fixed income securities go down. Securities with
                  longer maturities are subject to greater fluctuations in value
                  than securities with shorter maturities.

         -        Spread Risk. The price of a fixed income security is generally
                  determined by adding an interest rate spread to a benchmark
                  interest rate, such as the U.S. Treasury rate. As the spread
                  on a security widens (or increases), the price (or value) of
                  the security falls.

         -        Default Risk. An issuer of a security may default on its
                  obligation to pay principal and/or interest or have its credit
                  rating downgraded. Securities with lower credit ratings are
                  generally subject to greater fluctuations in value than higher
                  rated securities.

         -        Call or Prepayment Risk. An issuer of a security may prepay
                  principal earlier than scheduled, which could force the Fund
                  to reinvest in lower yielding securities.

         -        Extension Risk. Slower than expected principal payments on a
                  mortgage-backed or asset-backed security may extend such
                  security's life, thereby locking in a below-market interest
                  rate, increasing the security's duration and reducing the
                  value of the security.

         PERFORMANCE SUMMARY. Performance information is only shown for those
Funds which have had a full calendar year of operations. Since the ING Mortgage
Income Fund has not yet commenced operations, there is no performance
information included in this Prospectus.


                                       47
<PAGE>   225
ING ENHANCED CAPITAL PRESERVATION FUND

         INVESTMENT OBJECTIVE. The Fund seeks to provide investors with a higher
level of current income than that of a money market fund, while seeking to
preserve capital and maintain a stable net asset value per share.

         PRINCIPAL INVESTMENT STRATEGIES. Under normal market conditions, the
Fund will operate as a diversified fund and invest at least 65% of its total
assets in a portfolio of fixed income securities of varying short to
intermediate-term maturities which at the time of purchase are rated BBB- or
better by an NRSRO or, if not rated, are determined to be of comparable quality
by the Fund's Sub-Adviser at the time of purchase. The Fund will seek to
maintain a minimum average portfolio quality rating of "A." The dollar-weighted
average duration of the Fund will generally range between two and one-half years
and four and one-half years. Duration is a measure of a debt security's average
life that reflects the present value of the security's cash flow and,
accordingly, is a measure of price sensitivity to interest rate changes.
Generally, the longer the duration, the more volatility an investor should
expect. Because earlier payments on a debt security have a higher present value,
the duration of a security (other than a zero-coupon security) will be less than
the security's stated maturity.

         Any remaining assets may be invested in short term investments,
including money market fund shares, bankers' acceptances, commercial paper, time
deposits, certificates of deposit, and other instruments of foreign and domestic
banks and thrift institutions that the Sub-Adviser believes are appropriate in
light of the Fund's objective. Money market instruments must be rated A2 or
better by an NRSRO or, if not rated, determined to be of comparable quality by
the Fund's Sub-Adviser at the time of purchase.

         The Fund will also enter into wrapper agreements with highly rated
financial institutions, such as banks or insurance companies ("Wrap Providers"),
which are utilized to stabilize the net asset value of the Fund (the "Wrapper
Agreements"). As a result of the Wrapper Agreements, the Fund's NAV should be
substantially more stable than short to intermediate-term bond funds, though not
fixed at $1.00 per share as is the case with money market funds. The reason for
this is that the Wrapper Agreements require the Wrap Provider to make payments
to the Fund which protect the Fund against declines in the value of its
securities, whether such declines arise from interest rate changes, certain
credit events affecting the securities issuers or, if applicable, credit
enhancers of such securities or otherwise. In addition, by investing in a
portfolio of securities with a longer duration, the Fund intends to achieve
returns higher than that of money market funds over a similar period of time.

         A more detailed discussion of the Principal Investment Strategies is
available in the SAI under "Investment Policies and Risks" section.

         PRINCIPAL RISKS. You could lose money on an investment in the Fund. An
investment in the Fund is not a bank deposit and is not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other government agency. The
Fund may be affected by the following risks, among others:

         -        Price Volatility. The value of the Fund changes as the prices
                  of its investments go up or down.

         -        Interest Rate Risk. In general, when interest rates go up,
                  prices of fixed income securities go down. Securities with
                  longer maturities are subject to greater fluctuations in value
                  than securities with shorter maturities.

         -        Spread Risk. The price of a fixed income security is generally
                  determined by adding an interest rate spread to a benchmark
                  interest rate, such as the U.S. Treasury rate. As the spread
                  on a security widens (or increases), the price (or value) of
                  the security falls.


                                       48
<PAGE>   226
         -        Default Risk. An issuer of a security may default on its
                  obligation to pay principal and/or interest or have its credit
                  rating downgraded. Securities with lower credit ratings are
                  generally subject to greater fluctuations in value than higher
                  rated securities.

         -        Call or Prepayment Risk. An issuer of a security may prepay
                  principal earlier than scheduled, which would force the Fund
                  to reinvest in lower yielding securities.

         -        Extension Risk. Slower than expected principal payments on a
                  mortgage-backed or asset-backed security may extend such
                  security's life, thereby locking in a below-market interest
                  rate, increasing the security's duration and reducing the
                  value of the security.

         -        Wrapper Risk. The risks of Wrapper Agreements include the
                  possible default by a Wrap Provider, the inability to obtain
                  one or more replacement Wrapper Agreements, the failure of the
                  Wrapper Agreements to cover all securities held by the Fund,
                  the difficulty in valuing Wrapper Agreements due to their
                  illiquid nature and the dependence on a limited number of
                  available Wrap Providers.


PERFORMANCE SUMMARY. Performance information is only shown for those Funds which
have had a full calendar year of operations. Since the ING Enhanced Capital
Preservation Fund has not yet commenced operations, there is no performance
information included in this Prospectus.


                                       49
<PAGE>   227


                               MONEY MARKET FUNDS


ING MONEY MARKET FUND

         INVESTMENT OBJECTIVE. The 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.

         PRINCIPAL INVESTMENT STRATEGIES. The Fund will operate as a diversified
fund and invest in a portfolio of high-quality, U.S. dollar denominated
short-term debt obligations which are determined by the Sub-Adviser to present
minimal credit risks.

          Portfolio investments of the Fund are valued based on the amortized
cost valuation method pursuant to Rule 2a-7 under the Investment Company Act of
1940. Obligations in which the Fund invests generally have remaining maturities
of 397 days or less, although upon satisfying certain conditions of Rule 2a-7,
the Fund 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
the Fund will not exceed 90 days.

         The Fund will invest in obligations permitted to be purchased under
Rule 2a-7 including, but not limited to, (i) U.S. Government securities; (ii)
commercial paper, mortgage-backed and asset-backed securities, guaranteed
investment contracts, loan participation interests, medium-term notes, and other
promissory notes, including floating and 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 and 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 underlying indebtedness to vary, and provide for periodic adjustments
in the interest rate. The Fund may enter into repurchase agreements.

         In choosing investments for the Fund, the Sub-Adviser employs a highly
disciplined, four step investment process designed to ensure preservation of
capital and liquidity, as well as adherence to regulatory requirements. The four
steps are:

         -        First, a formal list of high-quality issuers is actively
                  maintained;

         -        Second, securities of issuers on the approved list which meet
                  maturity guidelines and are rated "first tier" (that is, they
                  are given the highest short-term rating by at least two
                  nationally recognized statistical rating agencies, or by a
                  single rating agency if a security is rated only by that
                  agency, or are determined to be of comparable quality by the
                  Sub-Adviser pursuant to guidelines approved by the Fund's
                  Board of Trustees) are selected for investment;

         -        Third, diversification is continuously monitored to ensure
                  that regulatory limits are not exceeded; and

         -        Finally, maturity decisions are made based upon liquidity
                  requirements, yield curve analysis and market expectations of
                  future interest rates.

         A more detailed discussion of the Principal Investment Strategies is
available in the SAI under "Investment Policies and Risks" section.

         PRINCIPAL RISKS. An investment in the Fund is not a bank deposit and is
not insured or guaranteed by the Federal Deposit Insurance Corporation or any
other government agency. Although the Fund seeks


                                       50
<PAGE>   228
to preserve the value of your investment at $1.00 per share, it is possible to
lose money by investing in the Fund. The Fund's yield will vary and the Fund 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 Fund invests.

         PERFORMANCE SUMMARY. The bar chart and table shown below give some
indication of the risks of an investment in the Fund by comparing the Fund's
performance with a broad measure of market performance. How the Fund has
performed in the past is not necessarily an indication of how the Fund will
perform in the future. Returns in the chart are provided for Class I shares
only.

         (insert bar chart)

During the period shown in the bar chart, the highest return for a quarter was
xx.x% during the quarter ended ________, 1999 and the lowest return for a
quarter was xx.x% during the quarter ended ________, 1999. The Fund's current
and effective yield for the seven days ended December 31, 1999 were x.xx% and
x.xx%, respectively.

                          Average Annual Total Returns
                      (for periods ended December 31, 1999)

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
                                                  One Year                Since Inception (Dec. 15, 1998)
- -----------------------------------------------------------------------------------------------------------
<S>                                               <C>                     <C>
Class I Shares                                     xx.x%                               xx.x%
IBC Money Fund Report First                        xx.x%                               xx.x%
  Tier Average*
Lipper Money Market Fund                           xx.x%                               xx.x%
  Average**
- -----------------------------------------------------------------------------------------------------------
</TABLE>

*        A weekly report tracking the performance, assets, average maturities
         and portfolio composition of over 1,300 taxable and tax-free money
         funds.

**       The Lipper Money Market Fund Average represents the simple average of
         the annual returns of money market mutual funds tracked by Lipper
         Analytical Services, Inc.

ING U.S. TREASURY MONEY MARKET FUND

         INVESTMENT OBJECTIVE. The 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.

         PRINCIPAL INVESTMENT STRATEGIES. The Fund will operate as a diversified
fund and invest 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 Fund may also invest in repurchase agreements which are fully collateralized
by U.S. Treasury securities. The Fund may purchase U.S. Treasury securities on a
"when-issued" basis and purchase or sell them on a "forward commitment" basis.

          Portfolio investments of the Fund are valued based on the amortized
cost valuation method pursuant to Rule 2a-7 under the Investment Company Act of
1940. Obligations in which the Fund invests generally have remaining maturities
of 397 days or less, although upon satisfying certain conditions of Rule 2a-7,
the Fund 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
the Fund will not exceed 90 days.

         Maturity decisions are made by the Sub-Adviser based upon liquidity
requirements, yield curve analysis and market expectations of future interest
rates.

         A more detailed discussion of the Principal Investment Strategies is
available in the SAI under "Investment Policies and Risks" section.


                                       51
<PAGE>   229
         PRINCIPAL RISKS. An investment in the Fund is not a bank deposit and is
not insured or guaranteed by the Federal Deposit Insurance Corporation or any
other government agency. Although the Fund seeks to preserve the value of your
investment at $1.00 per share, it is possible to lose money by investing in the
Fund. The Fund's yield will vary and the Fund 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 Fund invests.

         PERFORMANCE SUMMARY. Performance information is only shown for those
Funds which have had a full calendar year of operations. Since the ING U.S.
Treasury Money Market Fund has not yet commenced operations, there is no
performance information included in this Prospectus.


                                       52
<PAGE>   230
                                FEES AND EXPENSES

         The following tables describe the fees and expenses that you will pay
if you buy and hold Class I shares of the Funds.


<TABLE>
<CAPTION>
                                                     ING LARGE    ING GROWTH      ING MID      ING SMALL     ING GLOBAL
                                                    CAP GROWTH     & INCOME     CAP GROWTH    CAP GROWTH        BRAND
                                                       FUND          FUND          FUND          FUND        NAMES FUND
                                                       ----          ----          ----          ----        ----------
<S>                                                 <C>           <C>           <C>           <C>          <C>
SHAREHOLDER FEES (fees paid directly from your
investment)
Maximum Sales Load Imposed on Purchases
  (as a percentage of offering price)............       NONE          NONE         NONE          NONE          NONE
Maximum Sales Load Imposed on Reinvested Dividends
  (as a percentage of offering price)............       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)...................................       NONE          NONE         NONE          NONE          NONE
Redemption Fee...................................       NONE          NONE         NONE          NONE          NONE
Exchange Fee.....................................       NONE          NONE         NONE          NONE          NONE
ANNUAL FUND OPERATING EXPENSES (expenses that are
deducted from Fund assets)
Management Fees..................................        0.75%         0.75%        1.00%         1.00%         1.00%
Distribution (12b-1) Fees........................        0.00%         0.00%        0.00%         0.00%         0.00%
Shareholder Servicing Fees.......................        0.00%         0.00%        0.00%         0.00%         0.00%
Other Expenses...................................        0.xx%         0.xx%        0.xx%         0.xx%         0.xx%
                                                       ------        ------       ------        ------        ------
TOTAL FUND OPERATING EXPENSES ...................        x.xx%         x.xx%        x.xx%         x.xx%         x.xx%
Fee Waiver and/or Reimbursements by Adviser (1)..        0.xx%         0.xx%        0.xx%         0.xx%         0.xx%
                                                       ------        ------       ------        ------        ------
NET EXPENSES ....................................        x.xx%         x.xx%        x.xx%         x.xx%         x.xx%
                                                       ======        ======       ======        ======        ======
</TABLE>


        (1)    The Investment Adviser has entered into expense limitation
               agreements with each of the Fund, under which it will limit
               expenses of the Fund, excluding interest, taxes, brokerage and
               extraordinary expenses through October 31, 2000. The expense
               limit for each such Fund is shown as "Net Expenses".

<TABLE>
<CAPTION>
                                                                                                           ING GLOBAL
                                                         ING          ING          ING TAX                 INFORMATION
                                                    INTERNATIONAL   EUROPEAN      EFFICIENT   ING FOCUS    TECHNOLOGY
                                                     EQUITY FUND   EQUITY FUND   EQUITY FUND    FUND          FUND
                                                     -----------   -----------   -----------    ----          ----
<S>                                                 <C>            <C>           <C>          <C>          <C>
SHAREHOLDER FEES (fees paid directly from your
investment)
Maximum Sales Load Imposed on Purchases
  (as a percentage of offering price)............       NONE          NONE          NONE        NONE          NONE
Maximum Sales Load Imposed on Reinvested
Dividends
  (as a percentage of offering price)............       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).......................       NONE          NONE         NONE         NONE          NONE
Redemption Fee...................................       NONE          NONE         NONE         NONE          NONE
Exchange Fee.....................................       NONE          NONE         NONE         NONE          NONE
ANNUAL FUND OPERATING EXPENSES (expenses that
are deducted from Fund assets)
Management Fees..................................       1.25%         1.15%        0.80%        1.00%         1.25%
Distribution (12b-1) Fees........................       0.00%         0.00%        0.00%        0.00%         0.00%
Shareholder Servicing Fees.......................       0.00%         0.00%        0.00%        0.00%         0.00%
Other Expenses...................................       0.xx%         0.xx%        0.xx%        0.xx%         0.xx%
                                                       ------        ------       ------       ------        ------
TOTAL FUND OPERATING EXPENSES ...................       x.xx%         x.xx%        x.xx%        x.xx%         x.xx%
Fee Waiver and/or Reimbursements by Adviser (1)..       0.xx%         0.xx%        0.xx%        0.xx%         0.xx%
                                                       ------        ------       ------       ------        ------
NET EXPENSES ....................................       x.xx%         x.xx%        x.xx%        x.xx%         x.xx%
                                                       =====         =====        =====        =====         =====
</TABLE>


        (1)    The Investment Adviser has entered into expense limitation
               agreements with each of the Fund, under which it will limit
               expenses of the Fund, excluding interest, taxes, brokerage and
               extraordinary expenses through October 31, 2000. The expense
               limit for each such Fund is shown as "Net Expenses".


                                       53
<PAGE>   231
<TABLE>
<CAPTION>
                                                                                    ING      ING GLOBAL
                                                            ING         ING       EMERGING      REAL        ING
                                                          INTERNET    BALANCED     MARKETS     ESTATE    QUALITY OF
                                                            FUND        FUND        FUND        FUND     LIFE FUND
                                                            ----        ----        ----        ----     ---------
<S>                                                       <C>         <C>         <C>        <C>         <C>
SHAREHOLDER FEES (fees paid directly from your
investment)
Maximum Sales Load Imposed on Purchases
  (as a percentage of offering price)............           NONE        NONE        NONE        NONE        NONE
Maximum Sales Load Imposed on Reinvested Dividends
  (as a percentage of offering price)............           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) ......................           NONE        NONE        NONE        NONE        NONE
Redemption Fee...................................           NONE        NONE        NONE        NONE        NONE
Exchange Fee.....................................           NONE        NONE        NONE        NONE        NONE
ANNUAL FUND OPERATING EXPENSES (expenses that are
deducted from Fund assets)
Management Fees..................................           1.25%       0.80%       1.25%       1.00%       1.00%
Distribution (12b-1) Fees........................           0.00%       0.00%       0.00%       0.00%       0.00%
Shareholder Servicing Fees.......................           0.00%       0.00%       0.00%       0.00%       0.00%
Other Expenses (1)...............................           0.xx%       0.xx%       x.xx%       0.xx%       0.xx%
                                                          ------      ------      ------      ------      ------
TOTAL FUND OPERATING EXPENSES ...................           x.xx%       x.xx%       x.xx%       x.xx%       x.xx%
Fee Waiver and/or Reimbursements by Adviser (2)..           0.xx%       0.xx%       x.xx%       0.xx%       0.xx%
                                                          ------      ------      ------      ------      ------
NET EXPENSES ....................................           x.xx%       x.xx%       x.xx%       x.xx%       x.xx%
                                                          ======      ======      ======      ======      ======
</TABLE>

        (1)    Other expenses are based on estimated amounts for the current
               fiscal year.

        (2)    The Investment Adviser has entered into expense limitation
               agreements with each of the Fund, under which it will limit
               expenses of the Fund, excluding interest, taxes, brokerage and
               extraordinary expenses through October 31, 2000. The expense
               limit for each such Fund is shown as "Net Expenses".

<TABLE>
<CAPTION>
                                                         ING TAX
                                                        EFFICIENT     ING GLOBAL        ING        ING          ING
                                                         EQUITY      TELECOMMUNI-     INTERNET     CMBS        STABLE
                                                       VALUE FUND    CATIONS FUND       FUND       FUND      VALUE FUND
                                                       ----------    ------------       ----       ----      ----------
<S>                                                    <C>           <C>              <C>        <C>         <C>
SHAREHOLDER FEES (fees paid directly from your
investment)
Maximum Sales Load Imposed on Purchases
  (as a percentage of offering price)............         5.75%         5.75%           5.75%      5.75%        5.75%
Maximum Sales Load Imposed on Reinvested Dividends
  (as a percentage of offering price)............         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) .........................         NONE(1)       NONE(1)       NONE(1)     NONE(1)       NONE(1)
Redemption Fee...................................         NONE          NONE          NONE       1.00%(2)      2.50%(3)
Exchange Fee.....................................         NONE          NONE          NONE        NONE          NONE
ANNUAL FUND OPERATING EXPENSES (expenses that are
deducted from Fund assets)
Management Fees..................................          0.80%         1.25%          1.25%      0.65%        0.40%
Distribution (12b-1) Fees........................          0.00%         0.00%          0.00%      0.00%        0.00%
Shareholder Servicing Fees.......................          0.00%         0.00%          0.00%      0.00%        0.00%
Other Expenses (4)...............................          0.xx%         0.xx%          0.xx%      x.xx%        0.xx%
                                                         ------        ------         ------      -----        ------
TOTAL FUND OPERATING EXPENSES ...................          x.xx%         x.xx%          x.xx%      x.xx%        x.xx%
Fee Waiver and/or Reimbursements by Adviser (5)..          0.xx%         0.xx%          0.xx%      x.xx%        0.xx%
                                                         ------        ------         ------      -----        ------
NET EXPENSES ....................................          x.xx%         x.xx%          x.xx%      x.xx%        x.xx%
                                                         ======        ======         ======      =====        =====
</TABLE>

        (1)    Under certain circumstances, purchases of Class A shares not
               subject to an initial sales charge will be subject to a CDSL if
               redeemed within 12 months of the calendar month of purchase. For
               an additional discussion of the Class A CDSL, see this Prospectus
               under "How to Purchase Shares."

        (2)    Applied to shares redeemed within six months of purchase.

        (3)    Redemptions made upon certain conditions are not subject to the
               redemption fee. See "How to Redeem Shares - Redemption Fees" in
               this Prospectus.

        (4)    Other expenses are based on estimated amounts for the current
               fiscal year.

        (5)    The Investment Adviser has entered into expense limitation
               agreements with each of the Fund, under which it will limit
               expenses of the Fund, excluding interest, taxes, brokerage and
               extraordinary expenses through October 31, 2000. The expense
               limit for each such Fund is shown as "Net Expenses".


                                       54
<PAGE>   232
<TABLE>
<CAPTION>
                                                                                                                      ING U.S.
                                                                                                ING                   TREASURY
                                                       ING         ING HIGH       ING         MORTGAGE    ING MONEY    MONEY
                                                   INTERMEDIATE      YIELD    INTERNATIONAL    INCOME      MARKET      MARKET
                                                    BOND FUND      BOND FUND    BOND FUND       FUND        FUND        FUND
                                                    ---------      ---------    ---------       ----        ----        ----
<S>                                                <C>             <C>        <C>             <C>         <C>         <C>
SHAREHOLDER FEES (fees paid directly from your
investment)
Maximum Sales Load Imposed on Purchases
  (as a percentage of offering price)............      NONE           NONE        NONE           NONE       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).......................      NONE           NONE        NONE           NONE       NONE        NONE
Redemption Fee...................................      NONE           NONE        NONE           NONE       NONE        NONE
Exchange Fee.....................................      NONE           NONE        NONE           NONE       NONE        NONE
ANNUAL FUND OPERATING EXPENSES (expenses that
are deducted from Fund assets)
Management Fees..................................      0.50%          0.65%       1.00%          0.50%      0.25%       0.25%
Distribution (12b-1) Fees........................      0.00%          0.00%       0.00%          0.00%      0.00%       0.00%
Shareholder Servicing Fees.......................      0.00%          0.00%       0.00%          0.00%      0.00%       0.00%
Other Expenses (1)...............................      0.xx%          0.xx%       0.xx%          0.xx       0.xx%       0.xx%
                                                     ------         ------      ------         ------     ------      ------
TOTAL FUND OPERATING EXPENSES ...................      x.xx%          x.xx%       x.xx%          x.xx%      x.xx%       x.xx%
Fee Waiver and/or Reimbursements by Adviser (2)..      0.xx%          0.xx%       0.xx%          0.xx%      0.xx%       0.xx%
                                                     ------         ------      ------         ------     ------      ------
NET EXPENSES ....................................      x.xx%          x.xx%       x.xx%          x.xx%      x.xx%       x.xx%
                                                     ======         ======      ======         ======     ======      ======
</TABLE>

         (1)   Other expenses for the ING Mortgage Income Fund and the ING U.S.
               Treasury Money Market Fund are based on estimated amounts for the
               current fiscal year.

        (2)    The Investment Adviser has entered into expense limitation
               agreements with each of the Fund, under which it will limit
               expenses of the Fund, excluding interest, taxes, brokerage and
               extraordinary expenses through October 31, 2000. The expense
               limit for each such Fund is shown as "Net Expenses".


                                       55
<PAGE>   233
EXAMPLES

These Examples are intended to help you compare the cost of investing in the
Funds with the cost of investing in other mutual funds. Each Example assumes
that:

         -        you invest $10,000 in Class I shares of each Fund for the time
                  period indicated;

         -        your investment has a 5% return each year;

         -        the Fund's operating expenses remain the same except for the
                  expiration of the expense waiver and reimbursements by the
                  Adviser which will end on October 31, 2000;

         -        you redeem all of your shares at the end of the time period
                  indicated; and

         -        with regard to the ING High Yield Real Estate Fund and ING
                  Enhanced Capital Preservation Fund, the shares redeemed are
                  not subject to the redemption fee.

Although your actual costs may be higher or lower, based on these assumptions
your costs would be:

<TABLE>
<CAPTION>
                                               1 year        3 years     5 years       10 years
                                               ------        -------     -------       --------
<S>                                            <C>           <C>         <C>           <C>
STOCK FUNDS

ING Large Cap Growth Fund                        $___         $___         $___         $_____

ING Growth & Income Fund                         $___         $___         $___         $_____

ING Mid Cap Growth Fund                          $___         $___         $___         $_____

ING Small Cap Growth Fund                        $___         $___         $___         $_____

ING Global Brand Names Fund                      $___         $___         $___         $_____

ING International Equity Fund                    $___         $___         $___         $_____

ING European Equity Fund                         $___         $___         $___         $_____

ING Tax Efficient Equity Fund                    $___         $___         $___         $_____

ING Tax Efficient Equity Value Fund              $___         $___

ING Focus Fund                                   $___         $___         $___         $_____

ING Global Information Technology Fund           $___         $___         $___         $_____

ING Global Communications Fund                   $___         $___

ING Internet Fund                                $___         $___

ING Technology Fund                              $___         $___

ING Balanced Fund                                $___         $___

ING Emerging Markets Equity Fund                 $___         $___

ING Global Real Estate Fund                      $___         $___

ING Quality of Life Fund                         $___         $___
</TABLE>


                                       56
<PAGE>   234
<TABLE>
<S>                                            <C>           <C>         <C>           <C>
BOND FUNDS

ING Intermediate Bond Fund                       $___         $___         $___         $_____

ING High Yield Bond Fund                         $___         $___         $___         $_____

ING High Yield Real Estate Fund                  $___         $___

ING International Bond Fund                      $___         $___         $___         $_____

ING Mortgage Income Fund                         $___         $___

ING Enhanced Capital Preservation Fund           $___         $___

MONEY MARKET FUNDS

ING Money Market Fund                            $___         $___         $___         $_____

ING U.S. Treasury Money Market Fund              $___         $___
</TABLE>


                                       57
<PAGE>   235
                             MANAGEMENT OF THE FUNDS

         The Investment Manager. ING Mutual Funds Management Co. LLC (the
"Investment Manager") serves as each Fund's investment manager. The Investment
Manager is a wholly owned indirect subsidiary of ING Groep, N.V. ("ING Group")
and is registered with the Securities and Exchange Commission. The Investment
Manager is located at 1475 Dunwoody Drive, West Chester, PA 19380. As of
December 31, 1999, the Investment Manager managed over $ ____ million in assets.

         The Investment Manager supervises all aspects of each Fund's operations
and provides investment advisory services to the Funds. This includes engaging
sub-advisers, as well as monitoring and evaluating the management of the assets
of each such Fund by its sub-adviser. The Investment Manager has acted as an
investment adviser to mutual funds since 1998. Today, the Investment Manager
advises or manages __ investment portfolios, including the Funds, encompassing a
broad range of investment objectives.

         Investment Manager Compensation. The following table shows the
aggregate annual advisory fee to be paid by each Fund as a percentage of that
Fund's average daily net assets:

<TABLE>
<CAPTION>
              FUND                                       ADVISORY 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 Global Brand Names Fund                    1.00%
              ING International Equity Fund                  1.25%
              ING European Equity Fund                       1.15%
              ING Tax Efficient Equity Fund                  0.80%
              ING Tax Efficient Equity Value Fund            0.80%
              ING Focus Fund                                 1.00%
              ING Global Information Technology Fund         1.25%
              ING Global Communications Fund                 1.25%
              ING Internet Fund                              1.25%
              ING Technology Fund                            1.25%
              ING Balanced Fund                              0.80%
              ING Emerging Markets Equity Fund               1.25%
              ING Global Real Estate Fund                    1.00%
              ING Quality of Life Fund                       1.00%
              ING Intermediate Bond Fund                     0.50%
              ING High Yield Bond Fund                       0.65%
              ING High Yield Real Estate Fund                0.65%
              ING International Bond Fund                    1.00%
              ING Mortgage Income Fund                       0.50%
              ING Enhanced Capital Preservation Fund         0.40%
              ING Money Market Fund                          0.25%
              ING U.S. Treasury Money Market Fund            0.25%
</TABLE>

         Sub-Advisers. The Investment Manager has engaged affiliated investment
management firms to act as sub-advisers to each of the Funds, as indicated in
the table below. Each sub-adviser has full investment discretion to make all
determinations with respect to the investment of their respective Fund's assets
and the purchase and sale of portfolio securities and other investments. Each
sub-adviser is a wholly owned indirect subsidiary of ING Group and is registered
with the Securities and Exchange Commission.


                                       58
<PAGE>   236
<TABLE>
<CAPTION>
                           FUND                                        SUB-ADVISER
                           ----                                        -----------
<S>                                                          <C>
         ING Large Cap Growth Fund                           Baring Asset Management, Inc.
         ING Growth & Income Fund                            ING Investment Management, LLC
         ING Mid Cap Growth Fund                             Furman Selz Capital Management LLC
         ING Small Cap Growth Fund                           Furman Selz Capital Management LLC *
         ING Global Brand Names Fund                         ING Investment Management Advisors B.V.
         ING International Equity Fund                       Baring Asset Management, Inc. / Baring
                                                             International Investment Limited / Baring
                                                             International Investment (Asia) Limited
         ING European Equity Fund                            ING Investment Management Advisors B.V.
         ING Tax Efficient Equity Fund                       Delta Asset Management
         ING Tax Efficient Equity Value Fund                 Delta Asset Management/
                                                             Furman Selz Capital Management LLC
         ING Focus Fund                                      Furman Selz Capital Management LLC
         ING Global Information Technology Fund              ING Investment Management Advisors B.V.
         ING Global Communications Fund                      ING Investment Management Advisors B.V.
         ING Internet Fund                                   ING Investment Management Advisors B.V.
         ING Technology Fund                                 ING Investment Management Advisors B.V.
         ING Balanced Fund                                   Furman Selz Capital Management LLC
         ING Emerging Markets Equity Fund                    Baring Asset Management, Inc. / Baring
                                                             International Investment Limited / Baring
                                                             International Investment (Asia) Limited
         ING Global Real Estate Fund                         ING Investment Management Advisors
                                                             B.V./CRA Real Estate Securities, L.P.
         ING Quality of Life Fund                            ING Investment Management Advisors B.V.
         ING Intermediate Bond Fund                          ING Investment Management, LLC
         ING High Yield Bond Fund                            ING Investment Management, LLC
         ING High Yield Real Estate Fund                     Clarion Capital, LLC
         ING International Bond Fund                         Baring Asset Management, Inc. / Baring
                                                             International Investment Limited / Baring
                                                             International Investment (Asia) Limited
         ING Enhanced Capital Preservation Fund              ING Institutional Markets Capital Asset Management, LLC
         ING Mortgage Income Fund                            ING Investment Management, LLC
         ING Money Market Fund                               ING Investment Management, LLC
         ING U.S. Treasury Money Market Fund                 ING Investment Management, LLC
</TABLE>

*  Prior to November 1, 1999, Baring Asset Management, Inc. acted as sub-
   adviser to the ING Small Cap Growth Fund.

    Baring Asset Management, Inc. Baring Asset Management, Inc. ("BAM") serves
as sub-adviser to the ING Large Cap Growth Fund and as co-sub-adviser, with
Baring International Investment Limited ("BIIL") and Baring International
Investment (Asia) Limited ("BIAL"), to the ING International Equity Fund, the
ING Emerging Markets Equity Fund and the ING International Bond Fund. BAM is
located at 125 High Street, Boston, MA 02110. BIIL is located at 155
Bishopsgate, London, England EC2M 3XY. BIAL is located at 19/F Edinburgh Tower,
The Landmark, 15 Queens Road, Central, Hong Kong. BAM, BIIL and BIAL, each a
wholly-owned subsidiary of Baring Asset Management Holdings Limited ("BAMHL")
provide investment management services to clients located around the world.
BAMHL, a global company registered in England and Wales, is the parent of the
worldwide group of investment management firms 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


                                       59
<PAGE>   237
companies, insurance companies and private clients. As of December 31, 1999, the
BAM Group managed approximately $xx.x billion of assets.

    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 performance
is not necessarily representative of the past performance of BAM's management
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. 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 December 31, 1999, as adjusted for the annualized
gross expenses for the ING Large Cap Growth Fund's Class I shares during their
initial fiscal period. The amounts shown assume redemption of Fund shares at the
end of each period indicated. 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 regulations.

    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 ENDED DECEMBER 31, 1999

LARGE CAP GROWTH COMPOSITE

<TABLE>
<CAPTION>
- ------------------------------------------------------------------
                              Class I            S&P 500 Index
- ------------------------------------------------------------------
<S>                           <C>                <C>
1 Year
- ------------------------------------------------------------------
3 Years
- ------------------------------------------------------------------
5 Years
- ------------------------------------------------------------------
10 Years
- ------------------------------------------------------------------
</TABLE>

    The figures following show past performance of BAM, BIIL and BIAL (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 and the ING International Bond Fund. The
performance is not necessarily representative of the past performance of the
Co-Sub-Advisers' management 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 performance of the ING International Equity
Fund or the ING International Bond Fund. The tables show the total returns for a
composite of the actual performance of international equity accounts and
international fixed income accounts managed by the Co-Sub-Advisers for various
periods ended December 31, 1999, as adjusted for the annualized gross expenses
for each Fund's Class I shares during their initial fiscal period. 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
and the Salomon Brothers World Government Bond Non-U.S. Dollar Index ("SWGB
ex-US$ Index"), respectively, each an unmanaged market index. The performance
shown 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 and
the ING International Bond Fund may vary in some respects. The information
should not be considered a prediction of the future performance of the


                                       60
<PAGE>   238
ING International Equity Fund or the ING International Bond Fund. The actual
performance may be higher or lower than that shown.

ANNUALIZED RATES OF RETURN FOR PERIODS ENDED DECEMBER 31, 1999

INTERNATIONAL EQUITY COMPOSITE

<TABLE>
<CAPTION>
- ------------------------------------------------------------------
                              Class I           MSCI EAFE Index
- ------------------------------------------------------------------
<S>                           <C>               <C>
1 Year
- ------------------------------------------------------------------
3 Years
- ------------------------------------------------------------------
5 Years
- ------------------------------------------------------------------
10 Years
- ------------------------------------------------------------------
</TABLE>

INTERNATIONAL BOND COMPOSITE

<TABLE>
<CAPTION>
- ------------------------------------------------------------------
                              Class I         SWGB ex-U.S.$ Index
- ------------------------------------------------------------------
<S>                           <C>             <C>
1 Year
- ------------------------------------------------------------------
3 Years
- ------------------------------------------------------------------
5 Years
- ------------------------------------------------------------------
10 Years
- ------------------------------------------------------------------
</TABLE>

    ING Investment Management LLC. ING Investment Management, LLC ("IIM") serves
as sub-adviser to the ING Growth and Income Fund, the ING Intermediate Bond
Fund, the ING High Yield Bond Fund, the ING Mortgage Income Fund, the ING Money
Market Fund and the ING U.S. Treasury Money Market Fund. IIM is located at 5780
Powers Ferry Road, N.W., Suite 300, Atlanta, GA 30327. IIM is engaged in the
business of providing investment advice to portfolios which, as of December 31,
1999, were valued at $xx.x billion. IIM also advises other registered investment
companies.

    ING Investment Management Advisors B.V. ING Investment Management Advisors
B.V. ("IIMA") serves as sub-adviser to the ING Global Brand Names Fund, the ING
European Equity Fund, the ING Global Information Technology Fund, the ING
Internet Fund, the ING Global Communications Fund, the ING Technology Fund and
the ING Quality of Life Fund. IIMA also services as co-sub-adviser with CRA Real
Estate Securities, L.P. to the ING Global Real Estate Fund. IIMA is located at
Schenkkade 65, 2595 AS The Hague, The Netherlands. IIMA is a company organized
to manage investments and provide investment advice on a worldwide basis to
entities affiliated and unaffiliated with ING Group. IIMA operates under the
collective management of ING Investment Management which has assets under
management of $xxx billion as of December 31, 1999.

    The figures following show past performance of IIMA in managing accounts
with investment objectives, policies, styles and techniques substantially
similar though not identical to those of the ING Global Communications Fund. The
performance is not necessarily representative of the past performance of IIMA's
management team or any individual of the team. Information presented is based on
performance data provided by IIMA. The past performance does not represent the
ING Global Communications Fund's performance. The table shows the total returns
for a composite of the actual performance of global communications accounts
managed by IIMA for various periods ended December 31, 1999, as adjusted for the
annualized expenses for the ING Global Communications Fund's Class I shares
during their initial fiscal period. 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 Telecommunications Index. The performance shown
is calculated in accordance with established Securities and Exchange Commission
rules and regulations.

    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,


                                       61
<PAGE>   239
may have adversely affected performance. As a result, portfolio management
strategies used on the composite and those used on the ING Global Communications
Fund may vary in some respects. The information should not be considered a
prediction of the future performance of the ING Global Communications Fund. The
actual performance may be higher or lower than that shown.

ANNUALIZED RATES OF RETURN FOR PERIODS ENDED DECEMBER 31, 1999

GLOBAL COMMUNICATIONS COMPOSITE

<TABLE>
<CAPTION>
- --------------------------------------------------------------------
                              Class I                  MSCI
                                                TELECOMMUNICATIONS
                                                       Index
- --------------------------------------------------------------------
<S>                           <C>               <C>
1 Year
- --------------------------------------------------------------------
3 Years
- --------------------------------------------------------------------
5 Years
- --------------------------------------------------------------------
10 Years
- --------------------------------------------------------------------
</TABLE>

    Furman Selz Capital Management LLC. Furman Selz Capital Management LLC
("FSCM") serves as sub-adviser to the ING Mid Cap Growth Fund, the ING Small Cap
Growth Fund, the ING Focus Fund and the ING Balanced Fund. FSCM also serves as
co-sub-adviser with Delta Asset Management to the ING Tax Efficient Equity Value
Fund. FSCM is located at 230 Park Avenue, New York, NY 10169. FSCM is engaged in
the business of providing investment advice to institutional and individual
client accounts which, as of December 31, 1999, were valued at approximately
$x.xx billion

    Delta Asset Management. Delta Asset Management ("Delta") serves as
sub-adviser to the ING Tax Efficient Equity Fund and acts as co-sub-adviser with
FSCM to the ING Tax Efficient Equity Value Fund. Delta is located at 333 South
Grand Avenue, Los Angeles, CA 90071. Delta is a division of Furman Selz Capital
Management LLC, an investment management firm providing investment advice to
institutional and individual client accounts which, as of December 31, 1999,
were valued at approximately $x.xx billion

    CRA Real Estate Securities, L.P. CRA Real Estate Securities, L.P ("CRA")
serves as co-sub-adviser to the ING Global Real Estate Fund. CRA is located at
259 Radnor-Chester Road, Radnor, PA 19087. CRA is in the business of providing
investment advice to institutional and individual client accounts which, as of
December 31, 1999 were valued at approximately $x.xx billion.

    Clarion Capital, LLC. Clarion Capital, LLC ("Clarion") serves as sub-adviser
to the ING High Yield Real Estate Fund. Clarion is located at 335 Madison
Avenue, New York, New York 10017. Clarion is in the business of providing
investment advice to institutional and individual client accounts which, as of
December 31, 1999 were valued at approximately $x.xx million.

    The figures following show past performance of Clarion in managing accounts
with investment objectives, policies, styles and techniques substantially
similar though not identical to those of the ING High Yield Real Estate Fund.
The performance is not necessarily representative of the past performance of
Clarion's management team or any individual of the team. Information presented
is based on performance data provided by Clarion. The past performance does not
represent the ING High Yield Real Estate Fund's performance. The table shows the
total returns for a composite of the actual performance of a mutual fund with a
substantially similar investment objective and policies managed by Clarion for
various periods ended December 31, 1999, as adjusted for the annualized expenses
for the ING High Yield Real Estate Fund's Class I shares during their initial
fiscal period. 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 Brothers Aggregate BOND Index. The performance shown is calculated
in accordance with established Securities and Exchange Commission rules and
regulations.

    The information should not be considered a prediction of the future
performance of the ING High Yield Real Estate Fund. The actual performance may
be higher or lower than that shown.


                                       62
<PAGE>   240
ANNUALIZED RATES OF RETURN FOR PERIODS ENDED DECEMBER 31, 1999

COMMERCIAL MORTGAGE-BACKED SECURITY MUTUAL FUND

<TABLE>
<CAPTION>
- --------------------------------------------------------------------
                              Class I           Lehman Brothers
                                                Aggregate Bond
                                                     Index
- --------------------------------------------------------------------
<S>                           <C>               <C>
1 Year
- --------------------------------------------------------------------
3 Years
- --------------------------------------------------------------------
5 Years
- --------------------------------------------------------------------
10 Years
- --------------------------------------------------------------------
</TABLE>

    ING Institutional Markets Capital Asset Management, LLC. ING Institutional
Markets Capital Asset Management, LLC ("ING Capital Markets") serves as
sub-adviser to the ING Enhanced Capital Preservation Fund. ING Capital Markets
is located at 1290 Broadway, Denver, Colorado 80203. ING Capital Markets is a
newly registered Investment Adviser.

         Portfolio Managers. The following individuals are primarily responsible
for the day-to-day management of each Fund's portfolio:

         ING Large Cap Growth Fund. Mr. William Thomas has primary
         responsibility for managing the Fund and is head of an eleven-member
         team of investment professionals. The team has an average of 20 years
         investment experience. Mr. Thomas has been an investment professional
         with BAM since 1987 and has over 25 years of investment experience.

         ING Growth & Income Fund. Mr. Martin Jansen and Mr. David Kushner have
         primary responsibility for managing the Fund and co-head a six-member
         team of investment professionals. Mr. Jansen and Mr. Kushner have been
         employed by IIMA and IIM, respectively, as investment professionals
         since 1997 and they each have 20 years of investment experience.

         ING Mid Cap Growth Fund. Mr. Matthew Price and Mr. David Campbell have
         primary responsibility for managing the Fund and co-head a four-member
         team of investment professionals. The average experience of the team is
         25 years. Messrs. Price and Campbell have been investment professionals
         with FSCM since 1990 and each has over 19 years of experience.

         ING Small Cap Growth Fund. Mr. George J. Paoletti has primary
         responsibility for managing the Fund. Mr. Paoletti has been employed by
         FSCM since 1999 and has 7 years of investment experience. Before
         joining FSCM, Mr. Paoletti was a portfolio manager with Morgan Stanley
         Dean Witter Advisors (1997-1999), a senior equity analyst with Fred
         Alger Management (1995-1997) and an equity analyst with Off Wall Street
         Consulting (1992-1995).

         ING Global Brand Names Fund. Mr. Herman Kleeven has primary
         responsibility for managing the Fund. Mr. Kleeven has been employed by
         IIMA and its affiliates since 1997 and has seven years of investment
         experience. Before joining IIMA and its affiliates, Mr. Kleeven was a
         portfolio manager for Robeco Group, Rotterdam, The Netherlands.

         ING International Equity Fund. Mr. James Williams and Mr. Hayes Miller
         have primary responsibility for managing the Fund and co-head a
         six-member team of investment professionals. The team utilizes the
         resources of the regional equity teams of the co-Sub-Advisers. The
         average experience of the team is 23 years. Mr. Williams has been an
         investment professional with BIIL and its affiliates since 1975 and has
         over 25 years of investment experience. Mr. Miller has been an
         investment professional with BIIL since 1994 and has 19 years of
         investment experience.


                                       63
<PAGE>   241
         ING European Equity Fund. Mr. Adrian van Tiggelen has primary
         responsibility for managing the Fund and heads an eight-member team of
         investment professionals. The average experience of the team is nine
         years. Mr. Van Tiggelen has been employed by IIMA and its affiliates
         since 1988 and has eleven years of investment experience.

         ING Tax Efficient Equity Fund. Mr. Robert Sandroni, Mr. Carl Goldsmith
         and Ms. Marla K. Ryan have primary responsibility for managing the
         Fund. Mr. Sandroni and Mr. Goldsmith have been investment professionals
         with Delta since 1991 and each have over 20 years of investment
         experience. Ms. Ryan has been an investment professional with Delta
         since 1998 and has over 10 years of investment experience. .

         ING Tax Efficient Equity Value Fund. Mr. Robert Sandroni, Mr. Carl
         Goldsmith and Ms. Marla K. Ryan of Delta have primary responsibility
         for managing the Fund's large capitalization securities. Mr. Sandroni
         and Mr. Goldsmith have been investment professionals with Delta since
         1991 and each have over 20 years of investment experience. Ms. Ryan has
         been an investment professional with Delta since 1998 and has over 10
         years of investment experience. . Mr. ___ and Mr. ____ of FSCM have
         primary responsibility for managing the Fund's small and
         mid-capitalization securities. Mr. ___ and Mr. ____ have been
         investment professionals with FSCM since 19__ and each have over __
         years of investment experience. .

         ING Focus Fund. Mr. Adrian Jones and Mr. Michael Kass have primary
         responsibility for managing the Fund. Mr. Jones has been an investment
         professional with FSCM since 1996 and has 12 years of investment
         experience. Mr. Kass has been an investment professional with FSCM
         since 1996 and has thirteen years of investment experience. Prior to
         1996, Mr. Kass was an investment professional with Furman Selz for five
         years in the Proprietary Management Division.

         ING Global Information Technology Fund. Mr. Guy Uding has primary
         responsibility for managing the Fund and heads a three-member team of
         investment professionals. Mr. Uding has been employed by IIMA and its
         affiliates since 1995 and has five years of investment experience.

         ING Global Communications Fund. Mr. Daniel Hayes has primary
         responsibility in managing the Fund and heads a ___ member team of
         investment professionals. Mr. Hayes has been employed by IIMA and its
         affiliates since 19__ and has __ years of investment experience.

         ING Internet Fund. Mr. Guy Uding has primary responsibility for
         managing the Fund and heads a three-member team of investment
         professionals. Mr. Uding has been employed by IIMA and its affiliates
         since 1995 and has five years of investment experience.

         ING Technology Fund. Mr. Guy Uding has primary responsibility for the
         Fund and heads a three-member team of investment professionals. Mr.
         Uding has been employed by IIMA and its affiliates since 1995 and has
         five years of investment experience.

         ING Balanced Fund. Mr. Robert Schonbrunn, Mr. Alan Segars, Mr. Adrian
         Jones and Mr. Michael Kass, a team of investment professionals with an
         average of 17 years of investment experience, manage the Fund. Messrs.
         Schonbrunn and Segars are responsible for the fixed income portion of
         the Fund and Messrs. Jones and Kass are responsible for the equity
         portion of the Fund. Mr. Schonbrunn has been an investment professional
         with FSCM since 1985 and has 32 years of investment experience. Mr.
         Segars has been an investment professional with FSCM since 1993 and has
         30 years of investment experience. Mr. Jones has been an investment
         professional with FSCM since 1996 and has 12 years of investment
         experience. Mr. Kass has been an investment professional with FSCM
         since 1996 and has 13 years of investment experience.

         ING Emerging Markets Fund. Mr. Rory Landman heads a team of 29
         investment professionals in managing the Fund in conjunction with the
         regional equity teams of the Co-Sub-Advisers. Mr. Landman has been an
         investment professional with BIIL since 1994 and has 12 years of
         investment experience.


                                       64
<PAGE>   242
         ING Global Real Estate Fund. Mr. Michael Lipsch heads a team of
         investment professionals with responsibility for managing the non U.S.
         securities held by the Fund. Mr. Lipsch has been with IIMA since 1997
         and has 10 years of investment experience. Prior to joining IIMA, Mr.
         Lipsch was a portfolio manager for the Shell pension fund in The Hague,
         The Netherlands. With regard to the management of the U.S. securities
         held by the Fund, Kenneth D. Campbell and T. Ritson Ferguson, CFA have
         shared primary responsibility. Mr. Campbell has been with CRA and its
         predecessors since 1969 and has 19 years of investment experience. Mr.
         Ferguson has been with CRA and its predecessors since 1992 and has
         seven years of investment experience.

         ING Quality of Life Fund. A team of two investment professionals, led
         by Mr. Herman Kleeven, manages the Fund. This team is supported by the
         global equity team of IIMA and its affiliates. Mr. Kleeven has been
         employed by IIMA and its affiliates since 1997 and has eight years of
         investment experience. Before joining IIMA and its affiliates, Mr.
         Kleeven was a portfolio manager for Robeco Group, Rotterdam, The
         Netherlands.

         ING Intermediate Bond Fund. Mr. James Kauffman, with 12 years of
         investment experience, leads a team of three investment professionals
         in managing the Fund.

         ING High Yield Bond Fund. Mr. Robert Bowman, with more than 20 years of
         investment experience, leads a team of five investment professionals in
         managing the Fund. Mr. Bowman has been a Senior Vice President and
         Managing Director at IIM since 19__.

         ING High Yield Real Estate Fund. Mr. Frank L. Sullivan, Jr. and Mr.
         Daniel Heflin have primary responsibility for managing the Fund. Mr.
         Sullivan has been an investment professional with Clarion since 1984
         and has over 25 years of real estate investment experience. Mr. Heflin
         has been an investment professional with Clarion since 1995 and has
         over 12 years of fixed income investment experience.

         ING International Bond Fund. Mr. Paul Thursby, with 19 years of
         investment experience, leads a team of eight investment professionals
         in managing the Fund. The team has an average of 18 years of investment
         experience. Mr. Thursby has been an investment professional with BIIL
         since 1981.

         ING Mortgage Income Fund. Mr. Jeffrey Seel, with more than 20 years of
         investment experience, leads a team of investment professionals in
         managing the Fund. Mr. Seel has been an investment professional with
         IIM since 19__.

         ING Enhanced Capital Preservation Fund. Mr. T. Kirby Brown, Jr., with
         11 years of investment experience, leads a team of four investment
         professionals in managing the Fund. Mr. Brown has been an investment
         professional with ING Capital Markets since 1999. Mr. Brown has
         provided portfolio advise to ING Institutional Markets since 1997, and
         prior to that spent one year as a Vice President and portfolio manager
         at Koch Industries and prior to that worked at ING Investment
         Management.

         ING Money Market Fund. Ms. Jennifer J. Thompson leads a team of three
         investment professionals in managing the Fund. Ms. Thompson has been
         employed by IIM as an investment professional since 1998 and has seven
         years of investment experience.

         ING U.S. Treasury Money Market Fund. Ms. Jennifer J. Thompson leads a
         team of three investment professionals in managing the Fund. Ms.
         Thompson has been employed by IIM as an investment professional since
         1998 and has seven years of investment experience.


                                       65
<PAGE>   243
                             HOW TO PURCHASE SHARES

         The Funds offer a choice of five share classes, each with its own sales
load and expense structure, allowing you to invest in the way that best suits
your needs. Class I shares are offered in this Prospectus and may be purchased
only by retirement plans affiliated with ING Group. Class A, Class B, Class C
and Class X shares are offered under separate prospectuses. Each share class
represents an ownership interest in the same investment portfolio.

         The Funds' shares are distributed by ING Funds Distributor, Inc. (the
"Distributor"), an affiliate of the Manager.

         Orders for the purchase of Class I shares of the Funds will be executed
at the net asset value per share next determined after an order has been
received. The public offering price of each Fund is determined as of the close
of regular trading on the New York Stock Exchange (normally 4 p.m. Eastern time)
on each day the Exchange is open for business.

         Notwithstanding the foregoing, a purchase order for shares or a Money
Market Fund must generally be received by a specified "cut-off" time to be
executed on the same day at the price per share next determined, provided that
the Funds' custodian receives federal funds or other immediately available funds
by 4 p.m. Eastern time. The cut-off time applicable to the ING Money Market Fund
is 3:00 p.m. Eastern time and the cut-off time applicable to the ING U.S.
Treasury Money Market Fund is 12 noon Eastern time.

         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
qualified retirement plans are subject to prevailing limits set by the Internal
Revenue Service. Your account will be charged an annual maintenance fee, but you
will not be charged more than one such fee with respect to multiple accounts of
the same plan type established under the same taxpayer identification number.
The Funds reserve the right to reject any purchase order. Third party and
foreign checks will not be accepted. All initial investments may be made using
any of the following methods:

- --------------------------------------------------------------------------------
By Mail                                Send your completed and signed
                                       application and check payable to ING
                                       Funds Trust by regular mail to:
                                            ING Funds
                                            P.O. Box 419416
                                            Kansas City, MO 64141-6416
                                       Or by express, registered, or certified
                                       mail to:
                                            ING Funds
                                            c/o DST Systems, Inc.
                                            333 W. 11th Street
                                            Kansas City, MO 64105
- --------------------------------------------------------------------------------
Through an Authorized Broker or        Contact your broker or investment adviser
Investment Adviser                     for instructions on purchasing shares
                                       through their organizations. These
                                       organizations may impose additional
                                       requirements and charges for the services
                                       rendered.
- --------------------------------------------------------------------------------


                                       66
<PAGE>   244
         You may purchase additional shares after your account has been
established using any of the following methods:

- --------------------------------------------------------------------------------
By Mail                               Send a check payable to ING Funds Trust,
                                      along with a remittance slip from a
                                      confirmation statement or with a letter
                                      of instructions including your account
                                      number and Fund name, to the appropriate
                                      address listed above.
- --------------------------------------------------------------------------------
Through an Authorized Broker or       Contact your broker or investment adviser.
Investment Adviser
- --------------------------------------------------------------------------------

         Your retirement plan administrator may establish separate policies and
procedures concerning the purchase of Fund shares and the completion of
documentation related to the purchase of shares. Please consult with your
retirement plan administrator to determine if any such separate policies and
procedures apply to you.

                              HOW TO REDEEM SHARES

         You may redeem your shares, in whole or in part, on each day a Fund is
valued. Shares will be redeemed without charge at the net asset value next
determined after a redemption request in good order has been received by the
Funds. In the instance where you own more than one class of shares and the class
of shares being redeemed are not subject to a contingent deferred sales load,
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.

         The ING High Yield Real Estate Fund and ING Enhanced Capital
Preservation Fund charge a redemption fee under certain conditions to discourage
redemptions initiated by shareholders attempting to take advantage of interest
rate movements. The ING High Yield Real Estate Fund will deduct a 1-% redemption
fee from shares redeemed within six months of purchase. The ING Enhanced Capital
Preservation Fund will deduct a 2.5% redemption fee, except for (i) redemptions
made upon at least 12 months' prior written notice to the Fund, (ii) Plan
participant initiated redemptions, (iii) your death or disability (as that term
is defined in applicable provisions of Section 72 of the Code); (iv) your being
at least age 59-1/2 if the aggregate amount of your total redemptions over the
previous 364 days is less than 10% of the balance of your aggregate share value,
as calculated on January 1 in the year of such redemption; and (v) the Fund
exercising its right to liquidate accounts which are less than the minimum
account size. Unlike CDSL, which is paid to the Distributor, the redemption fee
is paid back to the Fund.

         When 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. You may avoid this delay by investing through wire
transfers of federal funds.

         Once your shares are redeemed, the Funds will ordinarily send the
proceeds by check to you at the address of record on the next business day. To
ensure acceptance of your redemption request, it is important to follow the
procedures described below. Under certain circumstances described below, a
signature guarantee may be required. You may redeem your shares using any of the
following methods:


                                       67
<PAGE>   245
- --------------------------------------------------------------------------------
By Mail                                Send your instructions for redemption
                                       to the appropriate address. By regular
                                       mail to:
                                            ING Funds
                                            P.O. Box 419416
                                            Kansas City MO 64141-6416
                                       Or by express, registered or certified
                                       mail to:
                                            ING Funds
                                            c/o DST Systems, Inc.
                                            333 W. 11th Street
                                            Kansas City, MO 64105

                                       Your instructions must include:
                                            -    the name of the Fund and
                                                 account number you are
                                                 redeeming from
                                            -    your name(s) and address as
                                                 they appear on your account
                                            -    the dollar amount or number of
                                                 shares you wish to redeem
                                            -    your signature(s) as it appears
                                                 on your account
                                            -    a signature guarantee, if
                                                 required (see below)
- --------------------------------------------------------------------------------
Through an Authorized Broker or      You may redeem your shares by contacting
Investment Adviser                   your authorized broker or investment
                                     advisor and instructing him or her to
                                     redeem your shares. Your representative
                                     will then contact the Funds and place a
                                     redemption trade on your behalf. These
                                     organizations may impose certain
                                     restrictions on redemptions and may
                                     charge you a fee for the transaction.
- --------------------------------------------------------------------------------

         Your retirement plan administrator may establish separate policies and
procedures concerning the redemption of Fund shares and the completion of
documentation related to the redemption of shares. Please consult with your
retirement plan administrator to determine if any such separate policies and
procedures apply to you.

         The Funds reserve the right to redeem in kind. That is, the Funds may
honor redemption requests with readily marketable portfolio securities instead
of cash. You may incur transaction costs associated with converting these
securities to cash.

         Due to the high costs of maintaining small accounts, the Funds may ask
that you increase your account balance if (1) the value of your account falls
below $500 for three consecutive months as a result of redemptions or exchanges,
and (2) your account has been in existence for at least one year and you have
not made any additional purchases in the account within the preceding six
calendar months. If the account balance remains below the minimum requirement
for 60 days after you are notified, the Funds may close your account and send
you the redemption proceeds.

         Signature Guarantees. A signature guarantee is designed to protect the
investor, the Funds and their agents by verifying the signature of certain
investors seeking to redeem, transfer, or exchange shares of the Funds.
Signature guarantees are required for:

         -        redemptions by mail in excess of $50,000

         -        redemptions by mail if the proceeds are to be paid to someone
                  other than the name(s) in which the account is registered

         -        redemptions requesting proceeds to be sent to a new address or
                  an address that has been changed within the past 15 days

         -        requests to transfer the registration of shares to another
                  owner

         -        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.

The foregoing requirements may be waived or modified upon notice to
shareholders.


                                       68
<PAGE>   246
         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. For
information regarding whether a particular institution or organization qualifies
as an "eligible guarantor institution," contact the Funds at 1-877-INFO-ING.

                               EXCHANGE PRIVILEGE

         Class I shares of a Fund may be exchanged, based on the per share net
asset values, for Class I shares of any other Fund. Your exchange will be
processed at the next determined net asset value after the Funds receive your
request. A new account opened by exchange must be established with the same
name(s), address and social security number as the existing account.

         You may only exchange shares into a Fund which is authorized for sale
in your state of residence. The Funds may change or discontinue the exchange
privilege after giving you 60 days' prior notice. An exchange of shares is a
taxable event on which you may realize a gain or loss. You may exchange shares
using any of the following methods:


- --------------------------------------------------------------------------------
By Mail                                Send a letter of instructions to the
                                       Funds which includes the following
                                       information:
                                            -    the name of the Fund and the
                                                 account number you are
                                                 exchanging from
                                            -    your name(s), address and
                                                 social security number
                                            -    the dollar amount or number of
                                                 shares you wish to exchange
                                            -    the name of the Fund you are
                                                 exchanging into
                                            -    your signature(s) as it appears
                                                 on your account
                                       Send your instructions by regular mail
                                       to:
                                            ING Funds
                                            P.O. Box 419416
                                            Kansas City MO 64141-6416
                                       Or by express, registered or certified
                                       mail to:
                                            ING Funds
                                            c/o DST Systems, Inc.
                                            333 W. 11th Street
                                            Kansas City, MO 64105
- --------------------------------------------------------------------------------
Auto-Exchange Privilege                The Auto-Exchange Privilege enables you
                                       to invest regularly, in exchange for
                                       shares of a Fund, in shares of other
                                       Funds of which you are a shareholder. The
                                       amount designated ($50 minimum) will be
                                       exchanged automatically according to the
                                       schedule you have selected. The right to
                                       exercise this privilege may be changed or
                                       terminated by the Funds upon 60 days'
                                       prior notice. For more information on
                                       this privilege or to obtain an
                                       Auto-Exchange Privilege Authorization
                                       Form, call the Funds at 1-877-INFO-ING.
- --------------------------------------------------------------------------------

         Your retirement plan administrator may establish separate policies and
procedures concerning the exchange of Fund shares and the completion of
documentation related to the exchange of shares. Please consult with your
retirement plan administrator to determine if any such separate policies and
procedures apply to you.


                                       69
<PAGE>   247
                                PRICING OF SHARES

         Each of the Funds prices its shares based on its net asset value. The
Stock Funds and the Bond Funds value portfolio securities for which market
quotations are readily available at market price. These Funds value all other
securities and assets at their fair value. Securities and other assets quoted in
foreign currencies are valued in U.S. dollars based on the prevailing exchange
rates on that day. In addition, if, between the time trading ends on a
particular security and the close of the New York Stock Exchange (NYSE), events
occur that materially affect the value of the security, the Funds may value the
security at its fair value as determined in good faith by or under the
supervision of the Board of Trustees. The effect of using fair value pricing is
that a Fund's net asset value will be subject to the judgment of the Board of
Trustees or its designee instead of being determined by the market. Because some
of the Funds may invest in securities that are primarily listed on foreign
exchanges, the value of those Funds' shares may change on days when you will not
be able to purchase or redeem shares.

         Pursuant to procedures adopted by the Board of Trustees, the fair value
of a Wrapper Agreement ("Wrapper Value") entered into by the ING Enhanced
Capital Preservation Fund generally will be equal to the difference between the
"Book Value" and the market value (plus accrued interest on the underlying
securities) of the portion of the Fund's assets covered by the Agreement
("Covered Assets"). Generally, the Book Value of the Covered Assets is their
purchase price plus interest on the Covered Assets accreted at a rate specified
in the Wrapper Agreement ("Crediting Rate"). The Crediting Rate used in
computing Book Value is calculated by a formula specified in the Wrapper
Agreement and is adjusted periodically. If the market value (plus accrued
interest on the underlying securities) of the Covered Assets is greater than
their Book Value, the Wrapper Value will be reflected as a liability of the Fund
in the amount of the difference, i.e., a negative value, reflecting the
potential liability of the Fund to the Wrapper Provider. If the market value
(plus accrued interest on the underlying securities) of the Covered Assets is
less than their Book Value, the Wrapper Value will be reflected as an asset of
the Fund in the amount of the difference, i.e., a positive value, reflecting the
potential liability of the Wrapper Provider to the Fund. In performing its fair
value determination, the Board expects to consider the creditworthiness and
ability of a Wrapper Provider to pay amounts due under the Wrapper Agreement. If
the Board determines that a Wrapper Provider is unable to make such payments,
that Board may assign a fair value to the Wrapper Agreement that is less than
the difference between the Book Value and the market value (plus accrued
interest on the underlying securities) of the applicable Covered Assets and the
Fund might be unable to maintain NAV stability.

         Each of the Money Market Funds uses the amortized cost method to value
its 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. Although the Board of Trustees has established procedures designed
to stabilize, to the extent reasonably possible, the share price of the Money
Market Funds, there can be no assurance that each Fund's net asset value can be
maintained at $1.00 per share.
         Each Fund determines the net asset value of its shares as of the close
of the NYSE (normally 4:00 p.m., Eastern time) on each day the NYSE is open for
business. The price at which a purchase or redemption is effected is based on
the next calculation of a Fund's net asset value after the order is placed.

                           DIVIDENDS AND DISTRIBUTIONS

         Each Fund intends to distribute to its shareholders substantially all
of its investment company taxable income (which includes dividends and interest
and the excess, if any, of net short-term capital gains over net long-term
capital losses). Each of the Stock Funds will declare and pay these dividends
annually, except for the ING Growth & Income Fund and the ING Balanced Fund,
which will declare and pay dividends quarterly. Each of the Bond Funds and Money
Market Funds will declare these dividends daily and pay these dividends monthly.
In addition, each Fund intends to distribute, at least annually, substantially
all of its net capital gains (the excess of net long-term capital gains over net
short-term capital


                                       70
<PAGE>   248
losses). In determining amounts of capital gains to be distributed, any capital
loss carryovers from prior years will be applied against capital gains.

         Dividends and distributions will be reinvested in additional shares of
a Fund at net asset value. If you redeem all or a portion of Fund shares prior
to a dividend payment date, you will be entitled on the next dividend payment
date to all dividends declared but unpaid on those shares at the time of their
redemption.

                                      TAXES

         Each Fund is treated as a separate entity for federal income tax
purposes. Each Fund has qualified and intends to continue to qualify as a
regulated investment company by satisfying the requirements under Subchapter M
of the Internal Revenue Code of 1986 (the "Code"), including requirements with
respect to diversification of assets, distribution of income and sources of
income. By so qualifying, 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.

         Investment income received by a Fund from sources within foreign
countries may be subject to foreign income taxes withheld at the source. Such
withholding taxes may be reduced or eliminated under the terms of applicable
United States income tax treaties, and the Funds intend to undertake any
procedural steps required to claim the benefits of such treaties.

         Under the backup withholding rules of the Code, you may be subject to
31% withholding of federal income tax on ordinary income dividends paid by a
Fund. In order to avoid this backup withholding, you must provide the Funds with
a correct taxpayer identification number or certify that you are otherwise
exempt from or not subject to backup withholding.

         Special tax treatment, including a penalty on certain pre-retirement
distributions, is accorded to accounts maintained as qualified retirement plans.
The foregoing discussion is intended for shareholders that are exempt from
federal income taxes. You should consult your own tax advisor as to the federal,
state and local tax consequences of ownership of shares of the Funds in your
particular circumstances.


                          MORE INFORMATION ABOUT RISKS

         A Fund's risk profile is largely a factor of the principal securities
in which it invests and investment techniques that it uses. The following pages
discuss the risks associated with certain of the types of securities in which
the Funds may invest and certain of the investment practices that the Funds may
use. For more information about these and other types of securities and
investment techniques used by the Funds, see the Statement of Additional
Information. Unless indicated otherwise, the following descriptions apply to all
Funds.

         Many of the investment techniques and strategies discussed in this
Prospectus and in the Statement of Additional Information are discretionary,
which means that the Investment Manager or Sub-Adviser can decide whether to use
them or not. The Investment Manager or Sub-Adviser may also use investment
techniques or make investments in securities that are not a part of the Fund's
principal investment strategy.

         Investments in Foreign Securities (All Funds except ING Mortgage Income
Fund, ING High Yield Real Estate Fund and the ING Money Market Funds). There are
certain risks in owning foreign securities, including those resulting from:
fluctuations in currency exchange rates; devaluation of currencies; political or
economic developments and the possible imposition of currency exchange blockages
or other foreign governmental laws or restrictions; reduced availability of
public information concerning issuers; accounting, auditing and financial
reporting standards or other regulatory practices and requirements that are not
uniform when compared to those applicable to domestic companies; settlement and
clearance procedures in some countries that may not be reliable and can result
in delays in settlement; higher


                                       71
<PAGE>   249
transaction and custody expenses than for domestic securities; and limitations
on foreign ownership of equity securities. Also, securities of many foreign
companies may be less liquid and the prices more volatile than those of domestic
companies. With certain foreign countries, there is the possibility of
expropriation, nationalization, confiscatory taxation and limitations on the use
or removal of funds or other assets of the Funds, including the withholding of
dividends.

         Each Fund that invests in foreign securities may enter in to foreign
currency transactions either on a spot or cash basis at prevailing rates or
through forward foreign currency exchange contracts in order to have the
necessary currencies to settle transactions or to help protect the Fund against
adverse changes in foreign currency exchange rates. Such efforts could limit
potential gains that might result from a relative increase in the value of such
currencies, and might, in certain cases, result in losses to the Fund.

         Emerging Market Investments (ING International Equity Fund, ING
Emerging Markets Equity Fund and ING International Bond Fund). Because of less
developed markets and economies and, in some countries, less mature governments
and governmental institutions, the risks of investing in foreign securities can
be intensified in the case of investments in issuers domiciled or doing
substantial business in emerging market countries. These risks include: high
concentration of market capitalization and trading volume in a small number of
issuers representing a limited number of industries, as well as a high
concentration of investors and financial intermediaries; political and social
uncertainties; over-dependence on exports, especially with respect to primary
commodities, making these economies vulnerable to changes in commodity prices;
overburdened infrastructure and obsolete financial systems; environmental
problems; less well developed legal systems; and less reliable custodial
services and settlement practices.

         High Yield Securities (ING High Yield Bond Fund, ING High Yield Real
Estate Fund and ING Intermediate Bond Fund). Investments in high yield
securities generally provide greater income and increased opportunity for
capital appreciation than investments in higher quality debt securities, but
they also typically entail greater potential price volatility and principal and
income risk. High yield securities are not considered investment grade, and are
regarded as predominantly speculative with respect to the issuing company's
continuing ability to meet principal and interest payments. The prices of high
yield securities have been found to be less sensitive to interest rate changes
than higher-rated investments, but more sensitive to adverse economic downturns
or individual corporate developments. High yield securities structured as
zero-coupon or payment-in-kind securities tend to be more volatile. The
secondary market in which high yield securities are traded is generally less
liquid than the market for higher-grade bonds. At times of less liquidity, it
may be more difficult to value high yield securities.

         Corporate and Municipal Debt Securities (All Funds). Corporate debt
securities are subject to the risk of the issuer's inability to meet principal
and interest payments on the obligation and may also be subject to price
volatility due to such factors as interest rate sensitivity, market perception
of the credit-worthiness of the issuer and general market liquidity. When
interest rates decline, the value of the debt securities can be expected to
rise, and when interest rates rise, the value of those securities can be
expected to decline. Debt securities with longer maturities tend to be more
sensitive to interest rate movements than those with shorter maturities.

         U.S. Government Securities (All Funds). Some U.S. Government agency
securities may be subject to varying degrees of credit risk, and all U.S.
Government securities may be subject to price declines in the securities due to
changing interest rates.

         Convertible Securities (All Funds except the ING Money Market Funds).
The price of a convertible security will normally fluctuate in some proportion
to changes in the price of the underlying equity security, and as such is
subject to risks relating to the activities of the issuer and general market and
economic conditions. The income component of convertible securities causes
fluctuations based upon changes in interest rates and the credit quality of the
issuer. Convertible securities are often lower rated securities. A Fund may be
required to redeem or convert a convertible security before the holder would
otherwise choose.


                                       72
<PAGE>   250
         Other Investment Companies (All Funds). Each Fund may invest up to 10%
of its assets in other unaffiliated investment companies. There is no limit with
regard to investments in affiliated investment companies. When a Fund invests in
other investment companies, you indirectly pay a proportionate share of the
expenses of that other investment company (including management fees,
administration fees, and custodial fees) in addition to the expenses of the
Fund.

         Restricted and Illiquid Securities (All Funds). Each Fund may invest in
restricted and illiquid securities. If a security is illiquid, the Fund might be
unable to sell the security at a time when the sub-adviser might wish to sell,
and the security could have the effect of decreasing the overall level of the
Fund's liquidity. Further, the lack of an established secondary market may make
it more difficult to value illiquid securities, which could vary from the amount
the Fund could realize upon disposition. Restricted securities, i.e., securities
subject to legal or contractual restrictions on resale, may be illiquid.
However, some restricted securities may be treated as liquid, although they may
be less liquid than registered securities traded on established secondary
markets.

         Mortgage-Related Securities (All Funds except ING U.S. Treasury Money
Market Fund). Although mortgage loans underlying a mortgage-backed security may
have maturities of up to 30 years, the actual average life of a mortgage-backed
security typically will be substantially less because the mortgages will be
subject to normal principal amortization, and may be prepaid prior to maturity.
Like other fixed income securities, when interest rates rise, the value of a
mortgage-backed security generally will decline; however, when interest rates
are declining, the value of mortgage-backed securities with prepayment features
may not increase as much as other fixed income securities. The rate of
prepayments on underlying mortgages will affect the price and volatility of a
mortgage-related security, and may have the effect of shortening or extending
the effective maturity of the security beyond what was anticipated at the time
of the purchase. Unanticipated rates of prepayment on underlying mortgages can
be expected to increase the volatility of such securities. In addition, the
value of these securities may fluctuate in response to the market's perception
of the creditworthiness of the issuers of mortgage-related securities owned by a
Fund. Additionally, although mortgages and mortgage-related securities are
generally supported by some form of government or private guarantee and/or
insurance, there is no assurance that private guarantors or insurers will be
able to meet their obligations.

         Commercial Mortgage-Backed Securities (ING High Yield Real Estate Fund
only). Investments in commercial mortgage-backed securities involve the credit
risk of delinquency and default. Delinquency refers to interruptions in the
payment of interest and principal. Default refers to the potential for
unrecoverable principal loss from the sale of foreclosed property. These risks
include the risks inherent in the commercial mortgage loans which support such
commercial mortgage-backed securities and the risks associated with direct
ownership of real estate. This may be especially true in the case of commercial
mortgage-backed securities secured by, or evidencing an interest in, a
relatively small or less diverse pool of commercial mortgage loans. The factors
contributing to these risks include the effects of general and local economic
conditions on real estate values, the conditions of specific industry segments,
the ability of tenants to make lease payments and the ability of a property to
attract and retain tenants, which inturn may be affected by local conditions
such as oversupply of space or a reduction of available space, the ability of
the owner to provide adequate maintenance and insurance, energy costs,
government regulations with respect to environmental, zoning, rent control and
other matters, and real estate and other taxes.

         While the credit quality of the securities in which the Fund invests
will reflect the perceived appropriateness of future cash flows to meet
operation expenses, the underlying commercial properties may not be able to
continue to generate income to meet their operating expenses (mainly debt
services, lease payments, capital expenditures and tenant improvements) as a
result of any of the factors mentioned above. Consequently, the obligors under
commercial mortgages may be unable to make payments of interest in a timely
fashion, increasing the risk of default on a related commercial mortgage-backed
security. In addition, the repayments of the commercial mortgage loans
underlying commercial mortgage-backed securities will typically depend upon the
future availability of financing and the stability of real estate property
values.


                                       73
<PAGE>   251
         Most commercial mortgage loans are nonrecourse obligations of the
borrower, meaning that the sole remedy of the lender in the event of a default
is to foreclose upon the collateral. As a result, in the event of default by a
borrower, recourse may be had only against the specific property pledged to
secure the loan and not against the borrower's other assets. If borrowers are
not able or willing to refinance of dispose of the property to pay the principal
balance due at maturity, payments on the subordinated classes of the related
commercial mortgage-backed securities are likely to be adversely affected. The
ultimate extent of the loss, if any, to the subordinated classes may only be
determined after a foreclosure of the mortgage encumbering the property and, if
the mortgagee takes title to the property, upon liquidating of the property.
Factors such as the title to the property, its physical condition and financial
performance, as well as governmental disclosure requirements with respect to the
condition of the property, may make a third party unwilling to purchase the
property at a foreclosure sale or for a price sufficient to satisfy the
obligations with respect to the related commercial mortgage-backed securities.
The condition of a property may deteriorate during foreclosure proceedings.
Certain obligors on underlying mortgages may become subject to bankruptcy
proceedings, in which case the amount and timing of amounts due under the
related commercial mortgage-backed securities may be materially adversely
affected.

         In general, any losses on a given property, the lien on which is
includes in a commercial mortgage-backed security, will be absorbed first by the
equity holder of the property, then by a cash reserve fund or letter of credit,
if any, and then by the "first loss" subordinated security holder to the extent
of its principal balance. Because the Fund intends to invest in subordinated
classes of commercial mortgage-backed securities, there can be no assurance that
in the event of default and the exhaustion of equity support, the reserve fund
and any debt classes junior to those in which the Fund invests, the Fund will be
able to recover all of its investments in the securities purchased. In addition,
if the underlying mortgage portfolio has been overvalued by the originator, or
if the values subsequently decline, the Fund my effectively hold the "first
loss" position in certain commercial mortgage-backed securities, ahead of the
more senior debt holders, which may result in significant losses.

         Asset-Backed Securities (All Funds except ING U.S. Treasury Money
Market Fund). Asset-backed securities involve certain risks that are not posed
by mortgage-related securities, resulting mainly from the fact that asset-backed
securities often do not contain the benefit of a complete security interest in
the related collateral. The risks associated with asset-backed securities may be
reduced by the addition of credit enhancements such as a bank letter of credit
or a third-party guarantee.

         Derivatives (All Funds except the ING Money Market Funds). Generally,
derivatives can be characterized as financial instruments whose performance is
derived, at least in part, from the performance of an underlying asset or
assets. Some derivatives are sophisticated instruments that typically involve a
small investment of cash relative to the magnitude of risks assumed. These may
include swap agreements, options, forwards and futures. Derivative securities
are subject to market risk, which could be significant for those that have a
leveraging effect. Many of the Funds do not invest in these types of
derivatives, so please check the description of the Fund's policies found in the
Statement of Additional Information. Derivatives are also subject to credit
risks related to the counterparty's ability to perform, and any deterioration in
the counterparty's creditworthiness could adversely affect the instrument. A
risk of using derivatives is that the adviser might imperfectly judge the
market's direction. For instance, if a derivative is used as a hedge to offset
investment risk in another security, the hedge might not correlate to the
market's movements and may have unexpected or undesired results, such as a loss
or a reduction in gains.

         Repurchase Agreements (All Funds). Each Fund may enter into repurchase
agreements, which involve the purchase by a Fund of a security that the seller
has agreed to buy back. If the seller defaults and the collateral value
declines, the Fund might incur a loss. If the seller declares bankruptcy, the
Fund may not be able to sell the collateral at the desired time.

         Lending Portfolio Securities (All Funds). In order to generate
additional income, each Fund may lend portfolio securities in an amount up to
33 1/3% of its total assets to broker-dealers, major banks, or other recognized
domestic institutional borrowers of securities. As with other extensions of
credit, there are risks of delay in recovery or even loss of rights in the
collateral should the borrower default or fail financially.


                                       74
<PAGE>   252
         Borrowing (All Funds). Each Fund may borrow for certain types of
temporary or emergency purposes subject to certain limits. Borrowing may
exaggerate the effect of any increase or decrease in the value of portfolio
securities or the net asset value of a Fund, and money borrowed will be subject
to interest costs. Interest costs on borrowings may fluctuate with changing
market rates of interest and may partially offset or exceed the return earned on
borrowed funds. Under adverse market conditions, a Fund might have to sell
portfolio securities to meet interest or principal payments at a time when
fundamental investment considerations would not favor such sales.

         Reverse Repurchase Agreements (All Funds). A reverse repurchase
agreement involves the sale of a security, with an agreement to repurchase the
same securities at an agreed upon price and date. Whether such a transaction
produces a gain for a Fund depends upon the costs of the agreements and the
income and gains of the securities purchased with the proceeds received from the
sale of the security. If the income and gains on the securities purchased fail
to exceed the costs, net asset value will decline faster than otherwise would be
the case. Reverse repurchase agreements, as leveraging techniques, may increase
a Fund's yield; however, such transactions also increase a Fund's risk to
capital and may result in a shareholder's loss of principal.

         Short Sales (ING International Equity Fund, ING Emerging Markets Equity
Fund, ING Intermediate Bond Fund and ING High Yield Bond Fund). A "short sale"
is the sale by a Fund of a security which has been borrowed from a third party
on the expectation that the market price will drop. If the price of the security
rises, the Fund may have to cover its short position at a higher price than the
short sale price, resulting in a loss.

         Investments in Small- and Mid-Capitalization Companies (All Stock
Funds). Certain Funds may invest in small and mid capitalization companies.
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.

         Non-diversified Investment Companies (ING Global Brand Names Funds, ING
Focus Fund, ING Global Real Estate Fund, ING Internet Fund, ING Technology Fund,
ING Quality of Life Fund, ING High Yield Real Estate Fund and ING International
Bond Fund). Certain Funds are classified as non-diversified investment companies
under the 1940 Act, which means that each Fund is not limited by the 1940 Act in
the proportion of its assets that it may invest in the obligations of a single
issuer. 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 (ING Global Information Technology Fund, ING Global
Communications Fund, ING Internet Fund, ING Technology Fund, ING Global Real
Estate Fund, ING High Yield Real Estate Fund and ING Quality of Life Fund).
Certain Funds "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.

         Fundamental and Non-Fundamental Policies. Unless otherwise stated, all
investment objectives and policies are non-fundamental and may be amended
without shareholder approval.

         Percentage Investment Limitations. Unless otherwise stated, percentage
limitations in this prospectus apply at the time of investment.


                                       75
<PAGE>   253
         Temporary Defensive Strategies. When the Investment Manager or
Sub-Adviser to a Fund anticipates unusual market or other conditions, the Fund
may temporarily depart from its principal investment strategies as a defensive
measure. When a Fund takes a temporary defensive strategy, it may limit the
Fund's ability to achieve its investment objective.

         Portfolio Turnover (All Funds). Each Fund may engage in frequent and
active trading of portfolio securities to achieve its investment objective. A
high portfolio turnover rate involves greater expenses to a Fund, including
brokerage commissions and other transaction costs, and is likely to generate
more taxable short-term gains for shareholders, which may have an adverse effect
on the performance of the Fund.

                              FINANCIAL HIGHLIGHTS

         The financial highlights table is intended to help you understand the
financial performance of the Funds' Class I Shares for the fiscal period ended
October 31, 1999. Certain information reflects financial results for a single
Fund share. The total returns in the table represent the rate than an investor
would have earned or lost on an investment in the Funds (assuming reinvestment
of all dividends and distributions). This information has been audited by
_________________________, whose report, along with the Funds' financial
statements, is included in the Statement of Additional Information, which is
available upon request.

                                       76
<PAGE>   254
<TABLE>
<CAPTION>
MANAGER                                              DISTRIBUTOR
<S>                                                  <C>
  ING Mutual Funds Management Co. LLC                  ING Funds Distributor, Inc.
  1475 Dunwoody Drive                                  1475 Dunwoody Drive
  West Chester,  PA 19380                              West Chester,  PA 19380

SUB-ADVISERS                                         CUSTODIAN

  Baring Asset Management, Inc.                        Investors  Fiduciary Trust Co.
  125 High Street                                      801 Pennsylvania Street
  Boston, MA 02110                                     Kansas City, MO 64105

  Baring International Investment Limited            TRANSFER AGENT
  155 Bishopgate
  London, England EC2M 3XY                             DST Systems, Inc.
                                                       333 W. 11th Street
  Baring International Investment (Asia) Limited       Kansas City, MO 64105
  19/F Edinburgh Tower, The Landmark,
  15 Queens Road, Central, Hong Kong                 INDEPENDENT AUDITORS

  ING Investment Management Advisors B.V.              _________________________
  Schenkkade 65, 2595 AS                               _________________________
  The Hague, The Netherlands                           _________________________

  ING Investment Management LLC                      LEGAL COUNSEL
  5780 Powers Ferry Road, N.W., Suite 300
  Atlanta, GA 30327                                    _________________________
                                                       _________________________
  Furman Selz Capital Management LLC                   _________________________
  230 Park Avenue
  New York, NY 10169

  Delta Asset Management
  333 South Grand Avenue
  Los Angeles, CA  90071

  CRA Real Estate Securities, L.P.
  259 Radnor-Chester Road
  Radnor, PA  19087

  Clarion Capital, LLC
  335 Madison Avenue
  New York, NY  10017

  ING Institutional Markets Capital
    Asset Management, LLC
  1290 Broadway
  Denver, CO  80203
</TABLE>


Additional information about the Funds is included in the Statement of
Additional Information ("SAI") which is incorporated by reference in its
entirety. Additional information about the Funds' investments is available in
the Funds' annual and semiannual reports to shareholders. In the Funds' annual
report you will find a discussion of the market conditions and investment
strategies that significantly affected the Funds' performance during their last
fiscal year.


                                       77
<PAGE>   255
To obtain a free copy of the SAI, the annual and semiannual reports or other
information about the Funds, or to make inquiries about the Funds, please call
1-877-INFO-ING.

Information about the Funds (including the SAI) can be reviewed and copied at
the Securities and Exchange Commission's public reference room in Washington,
D.C. Information about the operation of the public reference room can be
obtained by calling the Commission at 1-800-SEC-0330. Reports and other
information about the Funds are available on the Commission's Internet site at
http://www.sec.gov. Copies of information on the Commission's Internet site can
be obtained for a fee by writing to: Securities and Exchange Commission, Public
Reference Section, Washington D.C. 20549-6009.

File No. 811-08895


                                       78

<PAGE>   256
                       STATEMENT OF ADDITIONAL INFORMATION

                                 ING Funds Trust
                               1475 Dunwoody Drive
                             West Chester, PA 19380
                 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 28 funds (each, a "Fund" or, collectively, the "Funds") managed by
IMFC. Each Fund is a portfolio of ING Funds Trust (the "Trust"), an open-end
management investment company. The Funds are:

<TABLE>
<CAPTION>
Equity Funds                                Bond Funds                                   Money Market Funds
- ------------                                ----------                                   ------------------
<S>                                         <C>                                          <C>
ING Large Cap Growth Fund                   ING Intermediate Bond Fund                   ING U.S. Treasury Money
ING Growth & Income Fund                    ING High Yield Bond Fund                        Market Fund
ING Mid Cap Growth Fund                     ING High Yield Real Estate Fund              ING Money Market Fund
ING Small Cap Growth Fund                   ING International Bond Fund                  ING National Tax-Exempt
ING Balanced Fund                           ING Mortgage Income Fund                        Money Market Fund
ING Global Brand Names Fund                 ING Enhanced Capital Preservation Fund
ING International Equity Fund               ING National Tax-Exempt Bond Fund
ING Emerging Markets Equity Fund
ING European Equity Fund
ING Tax Efficient Equity Fund
ING Tax Efficient Equity Value Fund
ING Focus Fund
ING Global Information
  Technology Fund
ING Global Communications Fund
ING Global Real Estate Fund
ING Internet Fund
ING Technology Fund
ING Quality of Life Fund
</TABLE>

This SAI is not a prospectus and is only authorized for distribution when
preceded or accompanied by the current Prospectus for the Funds, which is dated
February __, 2000. 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 telephone number printed above.

February __, 2000
<PAGE>   257
                                                                               2


                       STATEMENT OF ADDITIONAL INFORMATION
                                TABLE OF CONTENTS
                                                                           Page

INVESTMENT POLICIES AND RISKS............................................
   Common Stocks.........................................................
   Preferred Stocks......................................................
   U.S. Treasury Obligations.............................................
   U.S. Government Securities............................................
   STRIPS and Zero Coupon Securities.....................................
   When-Issued, Delayed Delivery Securities and Forward Commitments......
   Commercial Paper......................................................
   Domestic and Foreign Bank Obligations.................................
   Corporate Debt Securities.............................................
   Mortgage-Related Securities...........................................
   GNMA Certificates.....................................................
   FNMA Certificates.....................................................
   FHLMC Securities......................................................
   FHLMC Certificates....................................................
   Non-Agency Mortgage-Backed Securities.................................
   Adjustable Rate Mortgage Securities...................................
   Collateralized Mortgage Obligations...................................
   Real Estate Securities................................................
   Open-End And Closed-End Investment Companies..........................
   Asset-Backed Securities...............................................
   Foreign Securities....................................................
   Depository Receipts...................................................
   Convertible Securities................................................
   Variable Rate Demand Obligations And Floating Rate Instruments........
   Guaranteed Investment Contracts.......................................
   Private Funds.........................................................
   Options On Securities.................................................
   Over-The-Counter Options..............................................
   Options On Indices....................................................
   Foreign Currency Options..............................................
   Dollar Roll Transactions..............................................
   Swap Agreements.......................................................
   Foreign Currency Futures Transactions.................................
   Foreign Government Obligations; Securities of Supranational Entities..
   Interest Rate Futures Contracts.......................................
   Short Sales...........................................................
   Loans Of Portfolio Securities.........................................
   Repurchase Agreements.................................................
   Borrowing.............................................................
   Reverse Repurchase Agreements.........................................
   Lower-Rated Securities................................................
   Illiquid Securities...................................................
<PAGE>   258
                                                                               3


ADDITIONAL RISK CONSIDERATIONS.........................................
         General.......................................................
         Equity Securities.............................................
         Real Estate Securities........................................
         Foreign Securities............................................
         Fixed Income Securities.......................................
         Options and Futures Contracts.................................
         Techniques Involving Leverage.................................
         Non-Diversified Investment Companies..........................
         Concentration.................................................
         Portfolio Turnover............................................
INVESTMENT RESTRICTIONS................................................
MANAGEMENT
          Trustees and Officers........................................
          Investment Manager...........................................
          Sub-Advisers.................................................
          Distribution of Fund Shares..................................
          Transfer Agent, Fund Accountant and Account Services.........
          Rule 12b-1 Distribution Plan.................................
          Shareholder Servicing Plan...................................
DETERMINATION OF NET ASSET VALUE.......................................
ADDITIONAL PURCHASE INFORMATION........................................
          Description of Class A Shares................................
          Description of Class B Shares................................
          Description of Class C Shares................................
          Description of Class X Shares................................
          Description of Class I Shares................................
          Minimum Account Balance......................................
          Reinvestment Privilege.......................................
ADDITIONAL REDEMPTION INFORMATION......................................
          Signature Guarantees.........................................
          Redemption in Kind...........................................
PURCHASE AND REDEMPTION PLANS..........................................
BROKER-DEALER COMPENSATION.............................................
PORTFOLIO TRANSACTIONS.................................................
          Portfolio Turnover...........................................
TAXATION...............................................................
OTHER INFORMATION
          Capitalization...............................................
          Voting Rights................................................
          Performance Information......................................
          Principal Holders of Fund Shares.............................
          Code of Ethics...............................................
          Custodian....................................................
          Legal Counsel................................................
          Independent Auditors.........................................
APPENDIX...............................................................
<PAGE>   259
                                                                               4


                          INVESTMENT POLICIES AND RISKS

                  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.

                  COMMON STOCKS (All Stock 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 Stock 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.

                  U.S. TREASURY OBLIGATIONS. 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. 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.

                  STRIPS AND ZERO COUPON SECURITIES. Each Fund may invest in
<PAGE>   260
                                                                               5


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.

                  WHEN-ISSUED, DELAYED-DELIVERY SECURITIES AND FORWARD
COMMITMENTS. The Funds may purchase securities on a when-issued or
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. The securities
so purchased are subject to market fluctuation during this period and no income
accrues to the Fund until settlement takes place. 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.

                  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
<PAGE>   261
                                                                               6


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."

                  DOMESTIC AND FOREIGN BANK OBLIGATIONS (All Funds except ING
U.S. Treasury Money Market Fund) . 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.
<PAGE>   262
                                                                               7


                  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 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
<PAGE>   263
                                                                               8


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 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
<PAGE>   264
                                                                               9


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.

                  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.
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                                                                              10


                  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 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 Market 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
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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.

                  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 High Yield Real Estate Fund, ING International Bond
Fund, ING Mortgage Income Fund, ING National Tax-Exempt Bond Fund and ING
Quality of Life 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,
<PAGE>   267
                                                                              12


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 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.
<PAGE>   268
                                                                              13


                  OPEN-END AND CLOSED-END INVESTMENT COMPANIES. 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.

                  ASSET-BACKED SECURITIES (All Funds except ING Growth & Income
Fund, ING Balanced Fund, ING National Tax-Exempt Bond 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.

                  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
Funds). 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.
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                                                                              14


                  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.

                  DEPOSITORY RECEIPTS (All Stock 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
<PAGE>   270
                                                                              15


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 Fund, the
ING Emerging Markets Equity Fund and the ING European Equity Fund 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.

                  CONVERTIBLE SECURITIES (All Funds except ING National
Tax-Exempt Bond Fund and the ING Money Market Funds). 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. 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
<PAGE>   271
                                                                              16


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 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 (All Stock Funds). 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 involves risks, including loss of
the Fund's entire investment in the Private Fund.

                  OPTIONS ON SECURITIES (All Funds except ING National
Tax-Exempt Bond Fund and the ING Money Market Funds). Each Fund may purchase put
and call options. In addition, 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
<PAGE>   272
                                                                              17


regulation in 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 benchmark. 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.

                  OVER-THE-COUNTER OPTIONS (All Funds except ING National
Tax-Exempt Bond Fund and the ING Money Market Funds). As indicated in the
prospectus, each Fund may deal in over-the-counter traded options ("OTC
options"). OTC options differ from exchange-
<PAGE>   273
                                                                              18


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 National Tax-Exempt
Bond Fund and the ING Money Market Funds). Each Fund also 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
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                                                                              19

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
therefore.

                  FOREIGN CURRENCY OPTIONS (All Funds except ING National
Tax-Exempt Bond Fund and the ING Money Market Funds). 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 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
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                                                                              20


Enhanced Capital Appreciation Fund, ING High Yield Bond Fund, ING High Yield
Real Estate 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.

                  SWAP AGREEMENTS (ING Growth & Income Fund, ING Balanced Fund,
ING Emerging Markets Equity Fund, ING Intermediate Bond Fund, ING High Yield
Bond Fund, ING High Yield Real Estate Fund, ING Enhanced Capital Appreciation
Fund, ING International Bond Fund and ING Mortgage Income 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
<PAGE>   276
                                                                              21


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.

                  FOREIGN CURRENCY FUTURES TRANSACTIONS (All Funds except ING
National Tax-Exempt Bond Fund and the ING Money Market 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 that such contracts may provide
greater liquidity and lower cost than forward foreign currency exchange
contracts.

                  FOREIGN GOVERNMENT OBLIGATIONS; SECURITIES OF SUPRANATIONAL
ENTITIES (ING Intermediate Bond Fund, ING International Bond Fund, ING
International Equity Fund, ING Tax Efficient Equity Fund, ING Tax Efficient
Equity Value Fund, ING Emerging Markets Equity Fund, ING Global Brand Names
Fund, ING Quality of Life 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 and the ING Money Market Funds). 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
<PAGE>   277
                                                                              22


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 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 Intermediate Bond Fund, ING High Yield Bond
Fund, ING High Yield Real Estate Fund, 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, 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.
<PAGE>   278
                                                                              23


                  LOANS OF PORTFOLIO SECURITIES. 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.

                  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. 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. A 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 the ING Money
Market Funds). 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, ING
High Yield Bond Fund and ING High Yield Real Estate Fund). Lower-rated
securities are lower-
<PAGE>   279
                                                                              24


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.

                  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. 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
<PAGE>   280
                                                                              25


registered under the Securities Act of 1933, as amended ("Securities Act"),
securities that are otherwise not readily marketable and repurchase agreements
having a 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>   281
                                                                              26


                  Pursuant to guidelines adopted by and under the supervision of
the Board of Trustees, 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.
Investments in Rule 144A securities and Section 4(2) commercial paper could have
the effect of increasing Fund illiquidity.

                         ADDITIONAL RISK CONSIDERATIONS

                  The following pages discuss additional risk considerations
associated with certain of the types of securities in which the Funds may invest
and certain of the investment practices that the Funds may use. Unless indicated
otherwise, the following descriptions apply to all 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,
each diversified Fund (i.e., all funds except the ING Global Brand Names Fund,
ING Focus Fund, ING Global Real Estate Fund, ING Internet Fund, ING Technology
Fund, ING Quality of Life Fund, ING High Yield Real Estate Fund and ING
International Bond 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.

                  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-
<PAGE>   282
                                                                              27


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.

                  REAL ESTATE SECURITIES (ING Intermediate Bond Fund, ING High
Yield Bond Fund, ING High Yield Real Estate Fund, ING International Bond Fund
and ING Mortgage Income Fund). While the Funds will not invest in real estate
directly, the ING Global Real Estate 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.

                  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 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
<PAGE>   283
                                                                              28


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.

                  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.

                  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
<PAGE>   284
                                                                              29


the composition of the Funds' portfolios diverges 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.

                  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.

                  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 involves 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
<PAGE>   285
                                                                              30


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 (ING Global Brand Names
Fund, ING Focus Fund, ING Global Real Estate Fund, ING Internet Fund, ING
Technology Fund, ING Quality of Life Fund, ING High Yield Real Estate Fund and
ING International Bond Fund). The Funds are classified as non-diversified
investment companies under the 1940 Act, which means that each Fund is not
limited by the 1940 Act in the proportion of its assets that it may invest in
the obligations of a single issuer. 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 (ING Global Information Technology Fund, ING
Global Communications Fund, ING Internet Fund, ING Technology Fund, ING Global
Real Estate Fund, ING High Yield Real Estate Fund and ING Quality of Life Fund).
The Funds "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.

                  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 Global Brand Names
Fund 100%; ING International Equity Fund 200%; ING European Equity Fund 100%;
ING Tax Efficient Equity Fund 50%; ING Tax Efficient Equity Value Fund ___%; ING
Focus Fund 100%; ING Global Information Technology Fund 100%; ING Global
Communications Fund ___%; ING Internet Fund 250%; ING Technology Fund ___%; ING
Balanced Fund 100%; ING Emerging Markets Equity Fund 200%; ING Global Real
Estate Fund
<PAGE>   286
                                                                              31


100%; ING Quality of Life Fund 100%; ING Intermediate Bond Fund 300%; ING High
Yield Bond Fund 150%; ING High Yield Real Estate Fund ___%; ING International
Bond Fund 150%; ING Enhanced Capital Appreciation Fund ___%; 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.


                             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 a Fund's outstanding voting shares.
Investment restriction number 9 is not a fundamental policy and may be changed
by vote of a majority of the members of the Board of Trustees 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 this SAI;

                  (4) Invest in companies for the purpose of exercising control
or management;

                  (5) Purchase, hold or deal in real estate, or oil, gas or
other mineral leases or exploration or development programs, but 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;
<PAGE>   287
                                                                              32


                  (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, ING Global Communications Fund, ING Internet Fund,
ING Technology Fund, ING Global Real Estate Fund, ING High Yield Real Estate
Fund and ING Quality of Life Fund will concentrate their investments as
described in the Prospectus.

                  (9) Invest more than 15%, 10% in the case of the ING 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
Fund, ING Focus Fund, ING Global Real Estate Fund, ING Internet Fund, ING
Technology Fund, ING High Yield Real Estate Fund, ING Quality of Life Fund and
ING International Bond Fund are diversified funds. As such, each will not, with
respect to 75% (100% with respect to the ING 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 ING 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.

                  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.
<PAGE>   288
                                                                              33


                                   MANAGEMENT

Trustees and Officers

                  The business and affairs of the Funds are managed under the
direction of the Board of Trustees. 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 1475 Dunwoody Drive, West
Chester, PA 19380. Trustees deemed to be "interested persons" of the Funds for
purposes of the 1940 Act are indicated by an asterisk.

                  John J. Pileggi,* Trustee, Chairman of the Board and President
- - Age 41. President and Chief Executive Officer of ING Mutual Funds Management
Co. LLC (1998-present); Director, President and Chief Executive, ING Funds
Distributor, Inc. (1999-present); Director of Furman Selz LLC (1994-present).
Mr. Pileggi is also a Trustee of the First Choice Funds, Intrust Funds and the
Performance Funds.

                  Joseph N. Hankin, Trustee - Age 60. President, Westchester
Community College (since 1971); Adjunct Professor of Columbia University
Teachers College (since 1976). Dr. Hankin is also a Trustee of the First Choice
Funds and Stagecoach Funds Group.

                  Jack D. Rehm, Trustee - Age 67. Chairman of the Board
(Retired) of Meredith Corp. (1992-1997); President and Chief Executive Officer
of Meredith Corp. (1986-1996). Mr. Rehm is also a Director of Meredith Corp. and
International Multifoods Corp.

                  Blaine E. Rieke, Trustee - Age 66. General Partner of
Huntington Partners (1997-present); Chairman and Chief Executive Officer of
Firstar Trust Company (1973-1996).

                  Richard A. Wedemeyer, Trustee - Age 64. 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). Mr. Wedemeyer is also a Trustee of the First Choice
Funds and the Pacifica Funds.

                  Donald Brostrom, Treasurer - Age 41. Executive Vice President
and Chief Financial Officer, ING Mutual Funds Management Co. LLC (1998-present);
Director, Treasurer and Chief Financial Officer, ING Funds Distributor, Inc.
(1999-present); Managing Director, Furman Selz LLC (1984-1998).

                  Louis S. Citron, Vice President - Age 35. Senior Vice
President and General Counsel, ING Mutual Funds Management Co. LLC
(1998-present); Attorney at Kramer, Levin, Naftalis & Frankel (1994-1998).

                  Ralph G. Norton, III, Vice President - Age 40. Vice President
and Chief Investment Officer, ING Mutual Funds Management Co. LLC
(1999-present); Managing Editor, Standard & Poor's (1996-1999); Vice President,
IBC Financial Data (1992-1996).
<PAGE>   289
                                                                              34


                  Rachelle I. Rehner, Secretary - Age 38. Fund Legal Manager,
ING Mutual Funds Management Co. LLC (1998-present); Secretary, ING Funds
Distributor, Inc. (1999-present); Senior Legal Assistant, Kramer, Levin,
Naftalis & Frankel (1995-1998); Compliance Administrator, BISYS Funds Services
(1994-1995).

                  Charles Eng, Assistant Treasurer - Age 36. Fund Accounting
Manager, ING Mutual Funds Management Co. LLC (1998-present); Assistant Manager,
Chase Manhattan Bank (1997-1998); Assistant Manager, BISYS Fund Services
(1996-1997); Associate Director, Furman Selz LLC (1992-1996).

                  Amy Lau, Assistant Treasurer - Age 34. 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 and a fee of $835 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.

         The table below illustrates the compensation paid to each Trustee for
the Trust's most recently completed fiscal year:


<TABLE>
<CAPTION>
                                       Pension or                  Total
                                       Retirement      Estimated   Compensation
                                       Accrued         Annual      from Fund and
                        Aggregate      Benefits        Benefits    Fund Complex
Name of Person          Compensation   as Part of      Upon        Paid to
Position                from Fund      Fund Expenses   Retirement  Trustees
<S>                     <C>            <C>             <C>         <C>
John J. Pileggi          $    0          $    0          $    0      $  0
Joseph N. Hankin        $_____          $    0          $    0      $___
Jack D. Rehm            $_____          $    0          $    0      $___
Blaine E. Rieke         $_____          $    0          $    0      $___
Richard A. Wedemeyer    $_____          $    0          $    0      $___
</TABLE>


Investment Manager

         ING Mutual Funds Management Co. LLC, 1475 Dunwoody Drive, West Chester,
PA 19380, serves as the Manager of the Funds. IMFC is a wholly owned subsidiary
of ING America Insurance Holdings, Inc., which in turn 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
<PAGE>   290
                                                                              35


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 and the Distributor by reason of common ownership. 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
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.

                  Each Fund pays an advisory fee to the Manager as a percentage
of such Fund's average daily net assets, as set forth in the prospectus. The
fees payable to the Manager were discounted 75% for each Fund's first year of
operations and are being discounted 50% for each Fund's second year of
operations. Net of these discounts, the Manager was entitled to the following
advisory fees for the fiscal year ended October 31, 1999:

<TABLE>
<S>                                                                    <C>
                  ING Large Cap Growth Fund                            $____
                  ING Growth & Income Fund                             $____
                  ING Mid Cap Growth Fund                              $____
                  ING Small Cap Growth Fund                            $____
                  ING Global Brand Names Fund                          $____
                  ING International Equity Fund                        $____
                  ING European Equity Fund                             $____
                  ING Tax-Efficient Equity Fund                        $____
                  ING Focus Fund                                       $____
                  ING Global Information Technology Fund               $____
                  ING Internet Fund                                    $____
                  ING Intermediate Bond Fund                           $____
                  ING High Yield Bond Fund                             $____
                  ING International Bond Fund                          $____
                  ING Money Market Fund                                $____
</TABLE>

                  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 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
<PAGE>   291
                                                                              36


willful misfeasance, bad faith or gross negligence on the part of the Manager in
the performance of its obligations under the Agreement.

                  An affiliate of the Manager has made 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 ING Growth & Income Fund, the ING Intermediate Bond Fund, the ING High
Yield Bond Fund, the ING Mortgage Income Fund, the ING Money Market Fund and the
ING U.S. Treasury Money Market Fund. Located in Atlanta, Georgia, IIM is engaged
primarily in the business of providing investment advice to affiliated insurance
companies.

                  Furman Selz Capital Management LLC ("FSCM") serves as
Sub-Adviser to the ING Mid Cap Growth Fund, the ING Small Cap Growth Fund, the
ING Focus Fund, the ING Balanced Fund, the ING National Tax-Exempt Bond Fund and
the ING National Tax-Exempt Money Market Fund, and as Co-Sub-Adviser to the ING
Tax Efficient Equity Value Fund. Located at 230 Park Avenue, New York, New York
10169, FSCM is engaged in the business of providing investment advice to
institutional and individual clients.

                  Baring International Investment Limited ("BIIL") serves as
co-Sub-Adviser to the ING International Equity Fund, the ING Emerging Markets
Equity Fund and the ING International Bond 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").

                  Baring Asset Management, Inc. ("BAM") serves as Sub-Adviser to
the ING Large Cap Growth Fund and acts as co-Sub-Adviser to the ING
International Equity Fund, the ING Emerging Markets Equity Fund and the ING
International Bond Fund. Located at 125 High Street, Boston, Massachusetts
02110, BAM is a wholly-owned subsidiary of BAMHL.

                  Baring Asset Management (Asia) Limited ("BAML") acts as
Co-Sub-Adviser to the ING International Equity Fund. BAML is located at 19/F
Edinburgh Tower, The Landmark, 15 Queens Road, Central, Hong Kong. BAML 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, the ING European Equity Fund,
the ING Global Information Technology Fund, the ING Internet Fund, and the ING
Quality of Life Fund and as Co-Sub-Adviser to the 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.
<PAGE>   292
                                                                              37


                  Delta Asset Management ("Delta") serves as Sub-Adviser to the
ING Tax Efficient Equity Fund and as Co-Sub-Adviser to the ING Tax Efficient
Equity Value Fund. Located at 333 South Grand Avenue, Los Angeles, California,
90071, Delta is a division of Furman Selz Capital Management.

                  Clarion Capital, LLC ("Clarion") serves as Sub-Adviser to the
ING High Yield Real Estate Fund. Clarion is located at 335 Madison Avenue, New
York, New York 10017. Clarion is in the business of providing investment advice
to institutional and individual client accounts.

                  CRA Real Estate Securities, L.P ("CRA") serves as
Co-Sub-Adviser to the ING Global Real Estate Fund. CRA is located at 259
Radnor-Chester Road, Radnor, PA 19087. CRA is in the business of providing
investment advice to institutional and individual client accounts.

                  ING Institutional Markets Capital Asset Management, LLC ("ING
Capital Markets") serves as Sub-Adviser to the ING Enhanced Capital Preservation
Fund. ING Capital Markets is located at 1290 Broadway, Denver, Colorado 80203.
ING Capital Markets is a newly registered Investment Adviser.

Distribution of Fund Shares

                  ING Funds Distributor, Inc., 1475 Dunwoody Drive, West
Chester, PA 19380, serves as distributor and principal underwriter of the Funds.
As distributor, IFD is obligated to sell shares of each Fund on a best efforts
basis only against purchase orders for the shares. Shares of each Fund are
offered to the public on a continuous basis. IFD is affiliated with the Manager
and the Sub-Advisers by reason of common ownership.

                  The aggregate amount of underwriting commissions collected on
the sale of shares of the Funds during the fiscal year ended October 31, 1999
was $______, of which $______ was retained by IFD.


Transfer Agent, Fund Accountant and Account Services

                  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 services and other services. ING Fund Services is an
affiliate of the Manager and the Distributor by reason of common ownership.
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 shareholder statements,
confirmations and shareholder lists; (iii) mailing shareholder statements,
confirmations,
<PAGE>   293
                                                                              38


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. residents and
non-resident accounts where applicable; (vii) preparation and filing of U.S.
Treasury Department Forms 1099 and other appropriate forms required by
applicable statutes, rules and regulations; and (viii) providing such other
similar services directly to shareholder accounts. 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, and First Data is located at 4400 Computer Drive, Westborough,
Massachusetts 01581. 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 and 0.75%
of average net assets attributable to that Fund's Class B, Class C and Class X
shares.

                  For the fiscal year ended October 31, 1999, the Funds paid the
distribution fees described below:

<TABLE>
<CAPTION>
       Name of Fund                    Class A    Class B    Class C    Class X
<S>                                    <C>        <C>        <C>        <C>
       ING Large Cap Growth Fund        $____      $____      $____      $____
       ING Growth & Income Fund         $____      $____      $____      $____
       ING Mid Cap Growth Fund          $____      $____      $____      $____
       ING Small Cap Growth Fund        $____      $____      $____      $____
       ING Global Brand Names Fund      $____      $____      $____      $____
       ING International Equity Fund    $____      $____      $____      $____
       ING European Equity Fund         $____      $____      $____      $____
       ING Tax-Efficient Equity Fund    $____      $____      $____      $____
       ING Focus Fund                   $____      $____      $____      $____
       ING Global Information
                Technology Fund         $____      $____      $____      $____
       ING Internet Fund                $____      $____      $____      $____
       ING Intermediate Bond Fund       $____      $____      $____      $____
       ING High Yield Bond Fund         $____      $____      $____      $____
       ING International Bond Fund      $____      $____      $____      $____
       ING Money Market Fund            $____      $____      $____      $____
</TABLE>


                  The higher distribution fee attributable to Class B, Class C,
and 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 load 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
<PAGE>   294
                                                                              39


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.

                  Agreements implementing the Plan of Distribution (the
"Implementation Agreements"), including agreements with dealers wherein such
dealers agree for a fee to act as agents for the sale of the Funds' shares, are
in writing and have been approved by the Board of Trustees. All payments made
pursuant to the Plan of Distribution are made in accordance with written
agreements.

                  The continuance of the Plan of Distribution and the
Implementation Agreements must be specifically approved at least annually by a
vote of the Trust's Board of Trustees and by a vote of the Trustees who are not
interested persons of the Trust and have no direct or indirect financial
interest in the Plan or any Implementation Agreement (the "Independent
Trustees") at a meeting called for the purpose of voting on such continuance.
The Plan of Distribution may be terminated at any time by a vote of the majority
of the Independent Trustees or by a vote of the holders of a majority of the
outstanding shares of a Fund or the applicable class of a Fund. In the event the
Plan of Distribution is terminated in accordance with its terms, the affected
Fund (or class) will not be required to make any payments for distribution
expenses incurred after the termination date, although the Board of Trustees may
allow the Funds to pay distribution expenses to the Distributor which were
incurred before the Plan was terminated. Each Implementation Agreement
terminates automatically in the event of its assignment and may be terminated at
any time by a vote of the majority of the Independent Trustees or by a vote of
the holders of a majority of the outstanding shares of a Fund (or the applicable
class) on not more than 60 days' written notice to any other party to the
Implementation Agreement. The Plan of Distribution may not be amended to
increase materially the amount to be spent for distribution without shareholder
approval. All material amendments to the Plan of Distribution must be approved
by a vote of the Trust's Board of Trustees and by a vote of the Independent
Trustees.

                  In approving the Plan of Distribution, the Trustees
determined, in the exercise of their business judgment and in light of their
fiduciary duties as Trustees, that there is a reasonable likelihood that the
Plan will benefit the Funds and their shareholders. The Board of Trustees
believes that expenditure of the Funds' assets for distribution expenses under
the Plan of Distribution should assist in the growth of the Funds which will
benefit the Funds and their shareholders through increased economies of scale,
greater investment flexibility, greater portfolio diversification and less
chance of disruption of planned investment strategies. The Plan of Distribution
will be renewed only if the Trustees make a similar determination for each
<PAGE>   295
                                                                              40


subsequent year of the Plan. There can be no assurance that the benefits
anticipated from the expenditure of the Funds' assets for distribution will be
realized. While the Plan of Distribution is in effect, all amounts spent by the
Funds pursuant to the Plan and the purposes for which such expenditures were
made must be reported quarterly to the Board of Trustees for its review.
Distribution expenses attributable to the sale of more than one class of shares
of a Fund will be allocated at least annually to each class of shares based upon
the ratio in which the sales of each class of shares bears to the sales of all
of the shares of such Fund. In addition, the selection and nomination of those
Trustees who are not interested persons of the Trust are committed to the
discretion of the Independent Trustees during such period.

                  John J. Pileggi, as an interested person of the Trust, may be
deemed to have a financial interest in the operation of the Plan of Distribution
and the Implementation Agreements.

Shareholder Servicing Plan

                  Each Fund has adopted a Shareholder Servicing Plan pursuant to
which it may pay a service fee up to an annual rate of 0.25% of the average
daily net assets of its Class A, Class B, Class C and Class X shares to various
banks, trust companies, broker-dealers 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. These services may include, but are not limited to, (a)
answering routine customer inquiries regarding the Funds; (b) assisting
customers in changing dividend options, account designations and addresses, and
in enrolling into any of the several investment plans offered by the Funds; (c)
assisting in processing purchase and redemption transactions, including
arranging wire transfers, transmitting and receiving funds, and verifying
customer signatures; and (d) providing such other similar services directly to
their customers to the extent permitted under applicable statutes, rules and
regulations.

                  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
<PAGE>   296
                                                                              41


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

                  The net asset value of each Fund's shares will be determined
on any day that the New York Stock Exchange (the "NYSE") is open. The NYSE is
closed on the following holidays: New Year's Day, Martin Luther King, Jr. Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving and Christmas Day, and on the preceding Friday or subsequent Monday
when one of these holidays falls on a Saturday or Sunday, respectively.

                  The net asset value per share of each Fund is normally
determined daily as of the close of trading on the NYSE (generally 4:00 p.m.
Eastern time) on each business day of the Funds. In the event the NYSE closes
early (i.e. before 4:00 p.m. Eastern Time) on a particular day, the net asset
value of a Fund share is determined as of the close of the NYSE on such day. For
purposes of determining net asset value per share, futures and options contracts
closing prices which are available 15 minutes after the close of trading of the
NYSE will generally be used. Net asset value per share is determined by dividing
the value of the Fund's securities, cash and other assets (including interest
accrued but not collected), less all its liabilities (including accrued expenses
and dividends payable), by the total number of shares outstanding. Determination
of the Fund's net asset value per share is made in accordance with generally
accepted accounting principles.

                  Short-term investments that have a maturity of more than 60
days are valued at prices based on market quotations for securities of similar
type, yield and maturity. Short-term investments that have a maturity of 60 days
or less are valued at amortized cost, which approximates fair value as
determined by the Board of Trustees of the Trust. Amortized cost involves
valuing an instrument at its original cost to the portfolio and thereafter
assuming a constant amortization to maturity of any discount or premium
regardless of the effect of fluctuating interest rates on the market value of
the instrument.

                  Each equity security held by the Funds is valued at its last
sales price on the exchange where the security is principally traded or, lacking
any sales on a particular day, the security is valued at the closing bid price
on that day. Each security traded in the over-the-counter market (but not
including securities reported on the NASDAQ National Market System) is valued at
the mean between the last bid and asked prices based upon quotes furnished by
market makers for such securities. Each security reported on the NASDAQ National
Market System is valued at the last sales price on the valuation date or absent
a last sales price, at the closing bid price on that day. Debt securities are
valued on the basis of prices provided by an independent pricing service. Prices
provided by the pricing service may be determined without exclusive reliance on
quoted prices, and may reflect appropriate factors such as institution-size
trading in similar groups of securities, developments related to special
securities, yield, quality, coupon rate, maturity, type of issue, individual
trading characteristics and other market data. Securities for which market
quotations are not readily available are valued at fair value as determined in
<PAGE>   297
                                                                              42


good faith by or under the supervision of the Trust's officers in a manner
specifically authorized by the Board of Trustees of the Trust.

                  Generally, trading in foreign securities is substantially
completed each day at various times prior to the close of the NYSE. The values
of such foreign securities used in computing the net asset value of each Fund's
shares are determined at such times as trading is completed. Foreign currency
exchange rates are also generally determined prior the close of the NYSE.
Occasionally, events affecting the values of such foreign securities and such
foreign securities exchange rates may occur after the time at which such values
are determined and prior to the close of the NYSE that will not be reflected in
the computation of a Fund's net asset value. If events materially affecting the
value of such securities occur during such period, then these securities will be
valued at their fair value as determined in good faith by or under the
supervision of the Board of Trustees.

                  As indicated under "Pricing of Shares" in the prospectus, the
ING Money Market Funds use the amortized cost method to determine the value of
their 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 a Fund would receive if the security were sold. During these periods, the
yield to a shareholder 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 ING 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 ING 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
ING 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 Funds may not invest in the
securities of more than one issuer in accordance with this provision at any one
time.
<PAGE>   298
                                                                              43


                  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 ING Money Market Funds, as computed for the
purpose of sales and redemptions, at $1.00. Such procedures include review of a
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 Fund
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.

                         ADDITIONAL PURCHASE INFORMATION

                  Orders for the purchase of shares will be executed at the net
asset value per share plus any applicable initial sales loads (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 investment by an IRA or
any qualified retirement plan). Any subsequent investments must be at least $50,
including an IRA or qualified retirement plan investment. All initial
investments should be accompanied by a completed Account Application. An Account
Application accompanies the prospectus. A separate application is required for
an IRA or qualified retirement 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 described in the prospectus.

Description of Class A Shares

         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 load. The sales
loads and broker-dealer concessions, which vary with the size of the purchase,
are set forth in the prospectus.

    Rights of Accumulation. The initial sales load 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 load 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.
<PAGE>   299
                                                                              44


    Letter of Intent ("LOI"). You may reduce the initial sales load 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
shares of the Funds will determine the reduced sales load 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 loads which may be due if your total investments over the
LOI period are not sufficient to qualify for a sales load reduction. In order
for the sales load 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 Loads. No initial sales load 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 Funds, the Manager and its affiliates (including
ING Group and 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.

    Additionally, no sales load 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 load or CDSL 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
<PAGE>   300
                                                                              45


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 load 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 load waivers can be obtained from
the Funds by calling 1-877-INFO-ING.

    Contingent Deferred Sales Load. The redemption proceeds of Class A shares
that were not at the time of purchase assessed an initial sales load 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 CDSL if such shares are
redeemed within twelve months after their purchase date (the "CDSL Period"). The
Class A CDSL 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 CDSL 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 CDSL 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 CDSL. The Class A CDSL 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 load (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 Funds; (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 CDSL 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 CDSL waivers can be obtained from the Funds by
calling 1-877-INFO-ING.

Description of Class B Shares

         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 load
so that the Fund receives the full amount of the investor's purchase. However, a
CDSL will be imposed if shares are redeemed within six
<PAGE>   301
                                                                              46


years of purchase. The Class B CDSL 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 CDSL 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 CDSL will not be imposed on
the amount of any increase in your account value over the initial amount
invested. The Class B CDSL is paid to the Distributor to reimburse expenses
incurred in providing distribution-related services to the Funds in connection
with the sale of Class B shares. Although Class B shares are sold without an
initial sales load, 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 CDSL, 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 CDSL 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 CDSL 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 CDSL
              ---------------------               ------------
<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 CDSL. The Class B CDSL 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 "How to Redeem Shares"; (iii) the
death or post-purchase disability, as defined in Section 72(m)(7) of the Code
(if satisfactory evidence is provided to the Funds); (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 Funds; (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
<PAGE>   302
                                                                              47


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.

Description of Class C Shares

    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 load 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 CDSL
(1.00%) and do not have to be held for as long a time (one year) as Class B
shares to avoid paying a CDSL. The Class C CDSL 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 CDSL 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 CDSL 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 CDSL 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 CDSL and the Rule 12b-1 fee enables the Fund to
sell the Class C shares without deduction of a sales load at the time of
purchase. Although Class C shares are sold without an initial sales load, 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 CDSL. The Class C CDSL 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 "How to Redeem Shares"; (iii) the
death or post-purchase disability, as defined in Section 72(m)(7) of the Code
(if satisfactory evidence is provided to the Funds); (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 Funds; (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.
<PAGE>   303
                                                                              48


Description of Class X Shares

    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 $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 ("Bonus 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. 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 load, a CDSL will
be imposed if shares are redeemed within six years of purchase. The Class X CDSL
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 CDSL 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 CDSL will not be imposed on the amount of any
increase in your account value over the amount invested. The Class X CDSL 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 load, 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 CDSL, 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 CDSL 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 CDSL will
depend on the number of years since the time you invested and the dollar amount
being redeemed, according to the following schedule:
<PAGE>   304
                                                                              49


<TABLE>
<CAPTION>
                                                   CLASS X
              REDEMPTION DURING                     CDSL
              -----------------                   ---------
<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 CDSL. The Class X CDSL 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 apply 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.

Description of Class I Shares

    Class I shares are currently offered only to retirement plans affiliated
with ING Group. The public offering price of Class I shares is the net asset
value of the applicable Fund's shares.

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
<PAGE>   305
                                                                              50


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 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 load was paid
are reinvested in (or exchanged for) shares of another Fund at a reduced sales
load within 90 days of the payment of the sales load, the shareholder's basis in
the fund shares redeemed may not include the amount of the sales load 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 load. Each 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 Fund.

    Shareholders who are assessed a CDSL 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 load at the time of reinvestment or an additional CDSL 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.

                        ADDITIONAL REDEMPTION INFORMATION

    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
CDSL) at the net asset value next determined after a redemption request in good
order has been received by the applicable Fund. 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
<PAGE>   306
                                                                              51


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
methods described in the prospectus.

Redemption Fees

         The ING High Yield Real Estate Fund and ING Enhanced Capital
Preservation Fund charge a redemption fee under certain conditions to discourage
redemptions initiated by shareholders attempting to take advantage of interest
rate movements. The ING High Yield Real Estate Fund will deduct a 1-% redemption
fee from shares redeemed within six months of purchase. The ING Enhanced Capital
Preservation Fund will deduct a 2.5% redemption fee, except for (i) redemptions
made upon at least 12 months' prior written notice to the Fund, (ii) Plan
participant initiated redemptions, (iii) your death or disability (as that term
is defined in applicable provisions of Section 72 of the Code); (iv) your being
at least age 59-1/2 if the aggregate amount of your total redemptions over the
previous 364 days is less than 10% of the balance of your aggregate share value,
as calculated on January 1 in the year of such redemption; and (v) the Fund
exercising its right to liquidate accounts which are less than the minimum
account size. Unlike CDSL, which is paid to the Distributor, the redemption fee
is paid back to the Fund.

Signature Guarantees

         A signature guarantee is designed to protect the investor, the Funds,
the Distributor, and their agents by verifying the signature of each investor
seeking to redeem, transfer, or exchange shares of the 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
<PAGE>   307
                                                                              52


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, including, in the
case of the ING Enhanced Capital Preservation Fund, Wrapper Agreements, 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 as 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.

         The ING Enhanced Capital Preservation Fund. To the extent that any
payment in kind by the ING Enhanced Capital Preservation Fund includes a Wrapper
Agreement, the Fund will assign a portion of one or more Wrapper Agreements to
you. The economic terms and conditions of each assigned Wrapper Agreement will
be substantially similar to the Wrapper Agreements held by the Fund.

         To accept the assignment of a Wrapper Agreement, you must, in a writing
delivered to us, accept such assignment and represent to the Wrap Provider that
such assignment and acceptance of the Wrapper Agreement does not violate any
laws
<PAGE>   308
                                                                              53


applicable to you. In that regard, you may be required to retain the services of
a qualified professional asset manager ("QPAM") to review and make the decision
to accept the assignment on your behalf. In the event you do not accept the
assignment of the Wrapper Agreement, you may either receive Securities as a
payment in kind, or elect to provide the Fund with twelve (12) months notice of
your request for such redemption. The Fund may require prospective shareholders
to agree, prior to investing in the Fund, that they will accept an assignment of
a Wrapper Agreement as part of an in kind redemption, provided that at the time
of the redemption payment such assignment would not violate applicable law.

    To the extent a payment in kind is made with securities, you may incur
transaction expenses in custodying and disposing of the securities. Therefore, a
shareholder receiving securities will likely incur costs that may exceed such
shareholder's share of the operating expenses incurred by the Fund. In addition,
Wrapper Agreements assigned to you as a payment in kind are illiquid and will
require you to pay fees directly to the Wrap Provider rather than through the
Fund. Further, the Wrapper Agreement may contain restrictions on the securities
subject to such agreement, including, but not limited to, the types, maturities,
duration and credit quality of each security. Therefore, to obtain the benefits
of a Wrapper Agreement, you may not be able to freely trade the securities
underlying the agreement. Finally, if you obtain the services of a QPAM in
connection with a payment in kind, you will incur additional costs.

    In the event a redemption is made in kind with a Wrapper Agreement, the Fund
will incur costs in obtaining such Wrapper Agreement. These costs are not
expected to exceed the redemption fee.

                          PURCHASE AND REDEMPTION PLANS

    The Trust offers various purchase and redemption plans that make investing
and 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
purchase and redemption plans are currently not available for investors that
invest through IRAs or any qualified retirement 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
<PAGE>   309
                                                                              54


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 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.

    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
<PAGE>   310
                                                                              55


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 CDSLs, 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.

                           BROKER-DEALER COMPENSATION

                  As discussed in the prospectus, a broker-dealer may receive
different levels of compensation depending on which class of shares is sold. The
Distributor may also provide, from its own resources and not from the resources
of the Funds, additional compensation to broker-dealers in connection with
selling shares of the Funds or for the broker-dealer's own company-sponsored
sales programs. This additional compensation may take the form of additional
payments by the Distributor or a reallowance by the Distributor of up to the
full applicable initial sales load. A broker-dealer who receives a reallowance
of the full applicable initial sales load may be deemed an "underwriter" under
the Securities Act of 1933 Act, as amended, during such periods.

                  The following are broker dealers who are currently
participating in the reallowance program: Advest, Inc., Centaurus Financial,
Commonwealth Equities, Crowell Weedon, Everen Securities, Fahnestock & Co.,
Financial West Group, First Allied Securities, First Financial Planners, First
of Michigan, J.B. Oxford, Josephthal & Co., Main Street Management, Mesirow
Financial, Robert W. Baird, Sigma Financial, Transamerica Financial Resources,
Trust Advisory Group, Vista Financial Group, Wedbush Morgan, Professional Asset
Management, Questar Capital Corporation, and Brookstreet Securities Corporation.
On the ING Internet Fund only, the full dealer reallowance will be paid to
Vestax Securities Corp., Multi-Financial Securities Corporation, Locust Street
Securities, Inc., IFG Network Securities, Inc., and Pro Equities, Inc. Such
programs may be extended for a limited time or may continue until terminated by
the Distributor.

                  The Distributor may provide up to 1.00% to dealers of record
for shares purchased without a sales load when 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 load or CDSL was paid (other than a mutual fund managed
by the Manager or any of its affiliates).
<PAGE>   311
                                                                              56


                  The Distributor may pay individual representatives of
affiliated companies up to an additional 1.00% of the net asset value of Class
A, Class B, Class C, Class X and/or Class I shares of the Funds sold by such
persons. The affiliated companies, as such term is defined under the 1940 Act,
are IFG Network Securities, Inc., Locust Street Securities, Inc.,
Multi-Financial Securities Corporation, Vestax Securities Corp., Southland Life
Insurance Company, Security Life of Denver Insurance Company, Equitable Life
Insurance Company of Iowa, and Compulife Investor Services, Inc. Representatives
of the affiliated companies also may receive up to .20% of the net asset value
of Class A, Class B, Class C and Class X shares of the Funds sold by them.

                  For selected periods of time, the Distributor has undertaken
to pay (i) 1.00% of the net asset value of Class A, Class B, Class C and Class X
shares of the Funds sold (other than the ING Money Market Funds), including
sales and transfers at net asset value to the following brokers: Raymond James
Financial, Cantella, and James T. Borello and Company; (ii) 1.00% of the net
asset value of Class A, Class B, Class C and Class X shares of the Funds sold
(other than Class A shares of the ING Money Market Funds), including sales and
transfers at net asset value to Securities Service Network; (iii) .25% of the
net asset value of Class A, Class B, Class C and Class X shares of the Funds
sold (other than the ING Money Market Funds), including sales and transfers at
net asset value to Dain Raucher; (iv) .20% of the net asset value of Class A,
Class B, Class C and Class X shares of the Funds sold (other than the ING Money
Market Funds), including sales and transfers at net asset value to Advest, Inc.;
and (v) 1.00% of Class C shares of the Funds sold to Mesirow Financial. Such
programs may be extended for a limited time or may continue until terminated by
the Distributor.

                             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
<PAGE>   312
                                                                              57


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 an exemptive order
allowing such transactions is obtained from the SEC.

                  The aggregate amount of brokerage commissions paid by the
Funds during the fiscal year ended October 31, 1999 were:

<TABLE>
<S>                                                                    <C>
                  ING Large Cap Growth Fund                            $_____
                  ING Growth & Income Fund                             $_____
                  ING Mid Cap Growth Fund                              $_____
                  ING Small Cap Growth Fund                            $_____
                  ING Global Brand Names Fund                          $_____
                  ING International Equity Fund                        $_____
                  ING European Equity Fund                             $_____
                  ING Tax-Efficient Equity Fund                        $_____
                  ING Focus Fund                                       $_____
                  ING Global Information Technology Fund               $_____
                  ING Internet Fund                                    $_____
                  ING Intermediate Bond Fund                           $_____
                  ING High Yield Bond Fund                             $_____
                  ING International Bond Fund                          $_____
                  ING Money Market Fund                                $_____
</TABLE>

                  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.
<PAGE>   313
                                                                              58


                  As permitted by Section 28(e) of the Securities Exchange Act
of 1934 (the "1934 Act"), the Sub-Adviser may cause the Funds to pay a
broker-dealer which provides "brokerage and research services" (as defined in
the 1934 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.

                  The Sub-Adviser may allocate purchase and sales orders for
portfolio securities to broker-dealers that are affiliated with the Manager or
the 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.

                  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.
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.

                                    TAXATION

                  Each Fund intends to qualify and elect annually to be treated
as a regulated investment company 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
<PAGE>   314
                                                                              59


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.

         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.

                  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.
<PAGE>   315
                                                                              60


                  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.

                  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.

                  A Fund's net realized capital gains from securities
transactions will be distributed only after reducing such gains by the amount of
any available capital loss carryforwards. Capital losses may be carried forward
to offset any capital gains for eight years, after which any unutilized capital
loss remaining is lost as a deduction. For the fiscal; year ending, the ING Tax
Efficient Equity Fund had capital loss carryforwards equal to $____, the ING
Small Cap Growth Fund had capital loss carryforwards equal to $____, the ING Mid
Cap Growth Fund had capital loss carryforwards equal to $____, the ING Large Cap
Growth Fund had capital loss carryforwards equal to $____, the ING Intermediate
Bond Fund had capital loss carryforwards equal to $____ and the ING
International Bond Fund had capital loss carryforwards equal to $____.

                  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, 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
<PAGE>   316
                                                                              61


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.

                  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 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.

                  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
<PAGE>   317
                                                                              62


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 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.

                  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 losses, may
increase, decrease, or
<PAGE>   318
                                                                              63


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 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.
<PAGE>   319
                                                                              64


                  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 and ING National Tax-Exempt
Money Market Fund. These Funds intend to manage their respective portfolios so
that each will be eligible to pay "exempt-interest dividends" to shareholders.
The Funds will so qualify if, at the close of each quarter of its taxable year,
at least 50% of the value of their respective 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 a 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 Funds 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 Funds, 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 a 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.

                                OTHER INFORMATION

Capitalization

                  The Trust is a Delaware business trust established under a
Trust Instrument dated July 30, 1998 and currently consists of twenty-eight
separately managed portfolios, all of which are discussed in this SAI. Each
portfolio is comprised of five different classes of shares -- Class A shares,
Class B shares, Class C shares, Class X shares and Class I shares, except that
the
<PAGE>   320
                                                                              65


ING National Tax-Exempt Bond Fund and the ING National Tax-Exempt Money Market
Fund do not offer Class X and Class I 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, conversion 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.

                  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
<PAGE>   321
                                                                              66


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.

Performance Information

                  The Funds may, from time to time, include their yields and
average annual total returns in advertisements or reports to shareholders or
prospective investors.

                  Quotations of average annual total return will be expressed in
terms of the average annual compounded rate of return of a hypothetical
investment in a Fund over periods of 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.

                  Current yields for each of the ING 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.

The current and effective yields of the ING Money Market Fund for the seven days
ended October 31, 1999 were _.___% and _.___%, respectively.

                  Quotations of yield for the Funds which are not money market
funds will be based on the investment income per share earned during a
particular 30-day period, less expenses accrued during a period ("net investment
income") and will be computed by dividing net
<PAGE>   322
                                                                              67


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.

                  For the 30-day period ended October 31, 1999, the yields of
the ING Intermediate Bond Fund, the ING High Yield Bond Fund and the ING
International Bond Fund were _.___%, _.___%, and _.___%, respectively.

                  Quotations of the tax-equivalent yield for the ING National
Tax-Exempt Money Market Fund and 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 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.

                  The Funds may also calculate performance using any other
historical measure of performance (not subject to any prescribed method of
computation) if the measurement reflects all elements of return. If used, such
performance measurements will disclose the length of and the last day in the
base period used in calculating the quotation, a description of the method by
which the performance data is calculated, and the income tax rate used in the
calculation, if applicable.

                  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 which may assume reinvestment of dividends but
generally do not reflect deductions for administrative and management costs.

                  The Funds may from time to time include in advertisements,
sales literature, communications to shareholders and other materials,
comparisons of its total return to the return of other mutual funds with similar
investment objectives, broadly-based market indices, other
<PAGE>   323
                                                                              68


investment alternatives, rankings prepared by independent services or other
financial or industry publications that monitor the performance of mutual funds.
For example, the performance of the funds may be compared to data prepared by
Lipper Analytical Services, Inc., Morningstar, Inc., the S&P 500 Index, the Dow
Jones Industrial Average, or the Russell 2000. Lipper Analytical Services, Inc.
maintains statistical performance databases, as reported by a diverse universe
of independently-managed mutual funds. Morningstar, Inc. is a mutual fund
performance rating service that rates mutual funds on the basis of risk-adjusted
performance. Evaluations of fund performance made by independent sources may
also be used in advertisements concerning the Funds, including reprints of, or
selections from editorials or articles about the Funds or the Funds' managers.

                  The Funds may also publish rankings or ratings of the
managers. Materials may include a list of representative clients of the Funds'
investment advisers and may contain information regarding the background,
expertise, etc. of the Funds' investment advisers or portfolio managers. The
distributor may provide information that discusses the managers' philosophy,
investment strategy, investment process, security selection criteria and
screening methodologies.

                  In addition, the Funds may also include in materials
discussions and/or illustrations of the potential investment goals of a
prospective investor, investment management strategies, techniques, policies or
investment suitability of a Fund, economic and political conditions, the
relationship between sectors of the economy and the economy as a whole, various
securities markets, the effects of inflation and historical performance of
various asset classes, including but not limited to, stocks, bonds and Treasury
securities, and hypothetical investment returns based on certain assumptions.
From time to time, materials may summarize the substance of information
contained in shareholder reports (including the investment composition of a
Fund) as well as the views of the advisers as to current market, economic, trade
and interest rate trends, legislative, regulatory and monetary developments,
investment strategies and related matters believed to be of relevance to a Fund.
Material may also contain fund holdings, sector allocations, asset allocations,
credit ratings, and regional allocations. Material may refer to various fund
identifiers such as the CUSIP numbers or NASDAQ symbols.

Principal Holders of Fund Shares

                  As of November 1, 1999, ING America Insurance Holdings, Inc.
owned of record more that 25% of the shares of each Fund and thus may be deemed
to control the Funds. ING America Insurance Holdings, Inc. is a corporation
organized under the laws of the state of Delaware. Generally, a shareholder
holding more than 50% of a Fund's shares would be able to cast the deciding vote
on any proposal submitted to shareholders.

                  To the knowledge of management, as of November 1, 1999, the
officers and Trustees of the Trust owned, collectively, less than 1% of the
shares of each Fund.

Code of Ethics

                  The Manager and the Sub-Advisers have each adopted a Code of
Ethics which prohibits its affiliated personnel from engaging in personal
investment activities which compete with or attempt to take advantage of a
Fund's planned portfolio transactions. The Manager and
<PAGE>   324
                                                                              69


the Sub-Advisers maintain careful monitoring of compliance with their Codes of
Ethics.

Custodian

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

Legal Counsel

                  _________________ serves as counsel to the Trust and from time
to time provides advice to the Manager._________________________________________
address is _______________________, New York, NY _____.

Independent Auditors

                  _________________ serves as the independent auditors for the
Funds. _________________ provides audit services, tax return preparation and
assistance and consultation in connection with review of SEC filings.
_________________address is _________________, New York, NY _____.
<PAGE>   325
                                                                              70


                                    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.
<PAGE>   326
                                                                              71


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.

         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
<PAGE>   327
                                                                              72


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."
<PAGE>   328
                            PART C. OTHER INFORMATION

<TABLE>
<CAPTION>
Item 23.    Exhibits
- --------    --------
<S>      <C>    <C>  <C>
         (a)    --   Declaration of Trust (1)

         (b)    --   By-Laws of Registrant (1)

         (c)    --   The rights of holders of the securities being registered
                     are set out in Articles II, VII, IX and X of the
                     Declaration of Trust referenced in Exhibit (a) above and in
                     Articles IV, VI and XIII of the By-Laws referenced in
                     Exhibit (b) above.

      (d)(1)    --   Management Agreement between Registrant and ING
                     Mutual Funds Management Co. LLC. (the "Manager") (2)

      (d)(2)    --   Sub-Advisory Agreement between the Manager and Baring
                     Asset Management, Inc. (2)

      (d)(3)    --   Sub-Advisory Agreement between the Manager and
                     Baring International Investment Limited (2)

      (d)(4)    --   Sub-Advisory Agreement between the Manager and
                     Baring Asset Management (Asia) Limited (2)

      (d)(5)    --   Sub-Advisory Agreement between the Manager and ING
                     Investment Management Advisors, B.V. (2)

      (d)(6)    --   Sub-Advisory Agreement between the Manager and ING
                     Investment Management, LLC (2)

      (d)(7)    --   Sub-Advisory Agreement between the Manager and
                     Furman Selz Capital Management LLC (3)

      (d)(8)    --   Sub-Advisory Agreement between the Manager and Furman
                     Selz Capital Management LLC on behalf of Delta Asset
                     Management (2)

      (d)(9)    --   Sub-Advisory Agreement between the Manager and
                     Clarion Capital, LLC(4)

     (d)(10)    --   Sub-Advisory Agreement between the Manager and CRA Real
                     Estate Securities, L.P. (4)

     (d)(11)    --   Sub-Advisory Agreement between the Manager and ING
                     Institutional Markets Capital Asset Management LLC
                     (4)

      (e)(1)    --   Distribution Agreement between Registrant and ING
                     Funds Distributor, Inc. (2)

      (e)(2)    --   Form of Dealer Agreement (2)

         (f)    --   None
</TABLE>
<PAGE>   329
<TABLE>
<CAPTION>
Item 23.    Exhibits
- --------    --------
<S>      <C>    <C>  <C>
         (g)    --   Custodian Agreement between Registrant and Investors
                     Fiduciary Trust Company (2)

      (h)(1)    --   Form of Account Services Agreement between
                     Registrant and Participants (2)

      (h)(2)    --   Fund Services Agreement between Registrant and ING
                     Fund Services Co. LLC (2)

      (h)(3)    --   Services Agreement between ING Fund Services Co. LLC
                     and First Data Investor Services Group, Inc. (2)

      (h)(4)    --   Shareholder Servicing Plan (2)

         (i)    --   Opinion and Consent of Counsel(4)

         (j)    --   Consent of __________, independent auditors (4)

         (k)    --   None

         (l)    --   Purchase Agreement (2)

      (m)(1)    --   Rule l2b-l Distribution Plan and Agreement with
                     respect to Class A Shares (2)

      (m)(2)    --   Rule l2b-l Distribution Plan and Agreement with respect
                     to Class B, Class C and Class X Shares (2)

         (n)    --   Financial Data Schedules (4)

         (o)    --   Rule 18f-3 Plan (2)
</TABLE>


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

(1)   Filed as an exhibit to Pre-Effective Amendment No. 1 to Registrant's
      Registration Statement on Form N-1A filed electronically on October 28,
      1998, accession number 0000950123-98-009276.

(2)   Filed as an exhibit to Post-Effective Amendment No. 1 to Registrant's
      Registration Statement on Form N-1A filed electronically on April 15,
      1999, accession number 0000893220-99-000467.

(3)   Filed herewith.

(4)   To be filed by amendment.


Item 24. Persons Controlled by or under Common Control with the Fund.

      None.

Item 25. Indemnification.

      Reference is made to Article IX of Registrants By-Laws and paragraphs 1.11
      of the Distribution Agreement.

      Insofar as indemnification for liabilities arising under the Securities
      Act of 1933 (the "Securities Act") may be permitted to trustees, officers
      and controlling persons of the Registrant pursuant to the foregoing
      provisions, or otherwise, the Registrant understands that in the opinion
      of the Securities and Exchange Commission such indemnification is against
      public policy as expressed in the Securities Act and is, therefore,
      unenforceable. In the event that a claim for indemnification against such
      liabilities (other than the payment by the Registrant of
<PAGE>   330
      expenses incurred or paid by a trustee, officer or controlling person of
      the Registrant in the successful defense of any action, suit or
      proceeding) is asserted by such trustee, officer or controlling person in
      connection with the securities being registered, the Registrant will,
      unless in the opinion of its counsel the matter has been settled by
      controlling precedent, submit to a court of appropriate jurisdiction the
      question whether such indemnification by it is against public policy as
      expressed in the Securities Act and will be governed by the final
      adjudication of such issue.

      The Registrant is covered under an insurance policy insuring its officers
      and trustees against liabilities, and certain costs of defending claims
      against such officers and trustees, to the extent such officers and
      trustees are not found to have committed conduct constituting willful
      misfeasance, bad faith, gross negligence or reckless disregard in the
      performance of their duties. The insurance policy also insures the
      Registrant against the cost of indemnification payments to officers under
      certain circumstances.

      Section 12 of the Management Agreement between Registrant and Manager,
      Section 8 of the Sub-Advisory Agreements and Section 1.11 of the
      Distribution Agreement between the Registrant and Distributor limit the
      liability of Manager, the Sub-Advisors and the Distributor to liabilities
      arising from willful misfeasance, bad faith or gross negligence in the
      performance of their respective duties or from reckless disregard by them
      of their respective obligations and duties under the agreements.

      The Registrant hereby undertakes that it will apply the indemnification
      provisions of its Trust Instrument, By-Laws, Management Agreement and
      Distribution Agreement in a manner consistent with Release No. 11330 of
      the Securities and Exchange Commission under the 1940 Act so long as the
      interpretations of Section 17(h) and 17(i) of such Act remain in effect
      and are consistently applied.

Item 26. Business and Other Connections of the Investment Adviser

            ING Mutual Funds Management Co. LLC is an indirect wholly-owned
            subsidiary of ING Groep N.V. ("ING Group"). The principal place of
            business address of the Manager is 1475 Dunwoody Drive, West
            Chester, PA 19380. The directors and executive officers of the
            Manager and such executive officers' positions during the past two
            years are as follows:

            John J. Pileggi, President, Chief Executive Officer and Director of
            the Manager. Senior Managing Director and Member of the Board of
            Directors of Furman Selz LLC, May 1984 to September 1998.

            Alexander H. Rinnooy-Kan, Director of the Manager. Member of
            Executive Board of ING Groep N.V. since September 1996.

            Glenn Hilliard, Director of the Manager. Chairman and Chief
            Executive Officer of ING North America Insurance, January 1993 to
            present.

            Frederick S. Hubbell, Director of the Manager. Member of the
            Executive Committee of ING Financial Services, International,
            February 1999 to present. General Manager of ING Financial Services,
            International, September 1997 to January 1999.

            Donald E. Brostrom, Executive Vice President and Chief Financial
            Officer of the Manager. Manager of Furman Selz LLC, February 1986 to
            September 1998.
<PAGE>   331
            Louis S. Citron, Senior Vice President and General Counsel of the
            Manager. Attorney with Kramer, Levin, Naftalis & Frankel, September
            1994 to July 1998.

            Alan G. Holden, Senior Vice President and Chief Marketing Officer of
            the Manager. Marketing Director of Oppenheimer Funds, Inc., October
            1992 to August 1998.

            Jay Peters, Senior Vice President and Chief Technology Officer of
            the Manager. Manager of Information Technology at Furman Selz LLC,
            prior to September 1998.

            Alan Lordi, Senior Vice President of the Manager. Vice President and
            Portfolio Manager of Sefton Capital Management from January 1997 to
            July 1999.

            Peter J. DeMarco, Senior Vice President of the Manager. Executive
            Vice President, Reich & Tang Funds October 1995 to November 1999.

            James W. MacCune, Vice President of the Manager. Manager of Mutual
            Fund Operations at Furman Selz LLC from May 1998 to September 1998.
            Manager of Mutual Fund Relations at Lazard Freres & Co. LLS from
            October 1996 to May 1998.

            David A. Freeman, Vice President of the Manager. Vice President of
            Marketing of Linsco/Pivate Ledger Corp. prior to July 1998.

            Ralph G. Norton, III, Vice President of the Manger. Managing Editor,
            Standard & Poor's from December 1996 to March 1999.

            Cynthia M. Schaus, Vice President of Corporate Communication and
            Strategy of the Manager. Assistant Vice President of ING FSI North
            America, US Retail Financial Services, October 1997 to March 1999.

            Stuart H. Quillman, Vice President of Marketing of the Manager.
            Manager, Corporate Communications at Pilgrim, Baxter & Associates,
            October 1997 to October 1998.

Item 27. Principal Underwriters

            (a)   ING Funds Distributor, Inc. also acts as the distributor for
                  the ING Variable Insurance Trust.

            (b)

<TABLE>
<CAPTION>
                  ----------------------------------------------------------------------------------------
                     Name and Principal Business        Positions and Offices      Position and Offices
                               Address                     with Underwriter              with Fund
                  ----------------------------------------------------------------------------------------
<S>                                                   <C>                         <C>
                  John J. Pileggi*                    CEO and Director            President, CEO and
                                                                                  Trustee
                  ----------------------------------------------------------------------------------------
                  Donald E. Brostrom*                 Treasurer, CFO and          Treasurer
                                                      Director
                  ----------------------------------------------------------------------------------------
                  Mitchell Jay Mellen                 President and Director      None
                  ----------------------------------------------------------------------------------------
                  Peter J. DeMarco                    Senior Vice President       None
                  660 Fifth Avenue
                  New York, New York 10022
                  ----------------------------------------------------------------------------------------
                  Rachelle I. Rehner*                 Secretary                   Secretary
                  ----------------------------------------------------------------------------------------
                  Gary Taiariol*                      Assistant Treasurer         None
                  ----------------------------------------------------------------------------------------
                  Eric Rubin                          Director                    None
                  4802 East Ray Road
                  Suite 22-228
                  Phoenix, Arizona 85044
                  ----------------------------------------------------------------------------------------
</TABLE>

                  *     1475 Dunwoody Drive, West Chester, PA 19380

            (c)   Not applicable.
<PAGE>   332
Item 28. Location of Accounts and Records

      All accounts, books and other documents required to be maintained by
      Section 31(a) of the Investment Company Act of 1940 and the rules
      thereunder are maintained at the offices of:

(1)      ING Funds Trust, 1475 Dunwoody Drive, West Chester, PA 19380 (records
         relating to the Trust)

(2)      ING Mutual Funds Management Co. LLC, 1475 Dunwoody Drive, West Chester,
         PA 19380 (advisory records)

(3)      ING Funds Distributor, Inc. 1475 Dunwoody Drive, West Chester, PA 19380
         (records of principal underwriter)

(4)      Baring Asset Management, Inc., 125 High Street, Boston, MA 02110
         (records relating to its functions as investment sub-adviser)

(5)      Baring International Investment Limited, 155 Bishopsgate, London,
         England EC2M 3XY (records relating to its functions as investment
         co-sub-adviser)

(6)      Baring International Investment (Asia) Limited, 19/F Edinburgh Tower,
         The Landmark, 15 Queens Road, Central, Hong Kong (records relating to
         its functions as investment co-sub-adviser)

(7)      ING Investment Management Advisors, B.V., Schenkkade 65, 2595 AS, The
         Hague, The Netherlands (records relating to its functions as investment
         sub-adviser)

(8)      ING Investment Management LLC, 5780 Powers Ferry Road, N.W., Suite 300,
         Atlanta, GA 30327 (records relating to its functions as investment
         sub-adviser)

(9)      Furman Selz Capital Management, LLC, 230 Park Avenue, New York, NY
         10169 (records relating to its functions as investment sub-adviser)

(10)     Delta Asset Management, 333 South Grand Avenue, Los Angeles, CA 90071
         (records relating to its functions as investment sub-adviser)

(11)     Investors Fiduciary Trust Co., 801 Pennsylvania Street, Kansas City, MO
         64105 (records related to its functions as custodian)

(12)     DST Systems, Inc., 333 W. 11th Street, Kansas City, MO 64105 (records
         relating to its functions as transfer agent)

(13)     First Data Investor Services Group, Inc., 4400 Computer Drive,
         Westborough, MA 01581 (records relating to its function as fund
         accounting agent)

Item 29. Management Services

      Not applicable.

Item 30. Undertakings

      Not applicable
<PAGE>   333
                                   SIGNATURES

            Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Post-Effective Amendment to this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of West
Chester, and Commonwealth of Pennsylvania, on the 30th day of November, 1999.

                                          ING FUNDS TRUST


                                          By: /s/ John J. Pileggi
                                              ---------------------------------
                                                John J. Pileggi
                                                Trustee, President and
                                                Chief Executive Officer


            Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to this Registration Statement has been signed below by
the following persons in the capacities and on the date indicated.


Signature                                             Title
Date


<TABLE>
<CAPTION>
Signature                                Title                                  Date
- ---------                                -----                                  ----
<S>                                      <C>                                    <C>
/s/ John J. Pileggi                      Trustee, President                     November 30, 1999
- -----------------------------------      and Chief Executive Officer
John J. Pileggi

/s/ Donald E. Brostrom                   Executive Vice President               November 30, 1999
- -----------------------------------      and Chief Financial Officer
Donald E. Brostrom

/s/ Joseph N. Hankin*                    Trustee
- -----------------------------------
Joseph N. Hankin

/s/ Jack D. Rehm*                        Trustee
- -----------------------------------
Jack D. Rehm

/s/ Blaine E. Rieke*                     Trustee
- -----------------------------------
Blaine E. Rieke

/s/ Richard A. Wedemeyer*                Trustee
- -----------------------------------
Richard A. Wedemeyer

/s/ Louis S. Citron                                                             November 30, 1999
- -----------------------------------
Louis S. Citron
Attorney-in-Fact*
</TABLE>


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

*     Powers of Attorney filed as an exhibit to Post-Effective Amendment
No. 1 to Registrant's Registration Statement on Form N-1A filed
electronically on April 15, 1999, accession number 0000893220-99-000467.
<PAGE>   334
                                    EXHIBITS


Exhibits
- --------

(d)(7)  --  Sub-Advisory Agreement between the Manager and the Furman
            Selz Capital Management LLC


<PAGE>   1
                              SUBADVISORY AGREEMENT


THIS AGREEMENT is made this 30th day of October, 1998 by and between ING MUTUAL
FUNDS MANAGEMENT CO. LLC, a Delaware limited liability company (the "Investment
Adviser"), and Furman Selz Capital Management LLC (the "Sub-Adviser").

                               W I T N E S S E T H

      WHEREAS, the Investment Adviser is registered and will remain registered
during the term of this Agreement as an investment adviser under the Investment
Advisers Act of 1940, as amended (the "Investment Advisers Act"), and engages in
the business of acting as an investment adviser; and

      WHEREAS, the Sub-Adviser is registered and will remain registered during
the term of this Agreement as an investment adviser under the Investment
Advisers Act, and engages in the business of acting as an investment adviser;
and

      WHEREAS, the Investment Adviser desires to retain the Sub-Adviser to
furnish investment advisory services to the Investment Adviser in connection
with the underlying investment funds specified on Schedule A hereto
(collectively, the "Funds," and each, a "Fund"), each of which is an investment
portfolio of the ING Funds Trust (the "Trust"); and

      WHEREAS, the Sub-Adviser is willing to make available to the Investment
Adviser and to the Funds certain sub-investment advisory services;

      NOW, THEREFORE, in consideration of the mutual covenants herein contained
and other good and valuable consideration, the receipt whereof is hereby
acknowledged, the parties hereto agree as follows:

1.    Appointment. The Investment Adviser hereby appoints the Sub-Adviser to
provide certain sub-investment advisory services for the period and on the terms
set forth in this Agreement. The Sub-Adviser accepts such appointment and agrees
to furnish the services herein set forth for the compensation herein provided.

2.    Sub-Investment Advisory Services. Subject always to the supervision of the
Investment Adviser and the Trust's Board of Trustees, the Sub-Adviser will
furnish an investment program in respect of, and make investment decisions for,
the portion of the Funds allocated to it by the Investment Adviser, and place
all orders for the purchase and sale of securities for such portions of the
Funds. In the performance of its duties, the Sub-Adviser will comply with the
provisions of the Trust's organizational documentation, and the respective
stated investment objective, policies and restrictions of the Funds, as amended,
will use its best efforts to safeguard and promote the welfare of the Funds, and
will comply with other policies which the Trust's Board of Trustees or the
Investment Adviser, as the case may be, may from time to time determine and
communicate in writing to the Sub-Adviser.

      The Sub-Adviser further agrees that it:

      (a)   will use the same skill and care in providing such services as it
            uses in providing services to other accounts for which it has
            investment management responsibilities;

      (b)   will place orders pursuant to its investment determinations for the
            Funds either directly with the issuer or with any broker or dealer;

      (c)   will report regularly to the Board of Trustees of the Trust and to
            the Investment Adviser and will make appropriate persons available
            for the purpose of reviewing with


                                       1
<PAGE>   2


            representatives of the Investment Adviser on a regular basis the
            management of the Funds, including, without limitation, review of
            the general investment strategy of the Funds, interest rate
            considerations and general conditions affecting the marketplace;

      (d)   will maintain books and records with respect to the Funds'
            securities transactions as are required by applicable laws and
            regulations to be maintained and will furnish the Trust's Board of
            Trustees such periodic and special reports as are required by
            applicable laws and regulations to be furnished or as the Board may
            reasonably request;

      (e)   will treat confidentially and as proprietary information of the
            Trust all records and other information relative to the Trust, and
            will not use records and information for any purpose other than
            performance of its responsibilities and duties hereunder, except
            after prior notification to and approval in writing by the Trust,
            which approval shall not be unreasonably withheld and may not be
            withheld where the Sub-Adviser may be exposed to civil or criminal
            contempt proceedings for failure to comply, when requested to
            divulge such information by duly constituted authorities, or when so
            requested by the Trust;

      (f)   in making investment recommendations for the Funds, the
            Sub-Adviser's personnel will not inquire as to or take into
            consideration whether the issuers of securities proposed for
            purchase or sale for a Fund's accounts are clients of the
            Sub-Adviser or of its affiliates. In dealing with such clients, the
            Sub-Adviser and its affiliates will not inquire as to or take into
            consideration whether securities of those customers are held by the
            Trust; and

      (g)   will provide advice and recommendations with respect to other
            aspects of the business and affairs of the Funds and perform such
            other functions related to the provision of investment management
            services as the Investment Adviser may reasonably request.

3.    Broker-Dealer Relationships. With regard to the portions of the Funds
allocated to it, the Sub-Adviser is responsible for decisions to buy and sell
securities, broker-dealer selection, and negotiation of brokerage commission
rates. The Sub-Adviser may select any affiliated person of the Trust, the
Investment Adviser, or the Sub-Adviser to the extent permitted pursuant to the
Trust's procedures for securities transactions with affiliated brokers pursuant
to Section 17(e)(2) and Rule 17e-1 under the Investment Company Act of 1940, as
amended (the "Investment Company Act").

      The Sub-Adviser's primary consideration in effecting a security
transaction will be execution at a price that is reasonable and fair compared to
the commission, fee or other remuneration received or to be received by other
brokers in connection with comparable transactions, including similar securities
being purchased or sold on a securities exchange during a comparable period of
time. In selecting a broker-dealer to execute each particular transaction, the
Sub-Adviser will take the following into consideration: the best net price
available; the reliability, integrity and financial condition of the
broker-dealer; the size of and difficulty in executing the order; and the value
of the expected contribution of the broker-dealer to the investment performance
of the Fund on a continuing basis. Accordingly, the price to a Fund in any
transaction may be less favorable than that available from another broker-dealer
if the difference is reasonably justified by other aspects of the portfolio
execution services offered.

      Subject to such policies and procedures as the Board of Trustees may
determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to
have breached any duty created by this Agreement or otherwise solely by reason
of its having caused a Fund to pay a broker or dealer that provides brokerage
and research services to the Sub-Adviser for the Fund's use an amount of
commission for effecting a portfolio investment transaction in excess of the
amount of commission another broker or dealer would have charged for effecting
that transaction, if the Sub-Adviser determines in good faith that such amount
of commission was reasonable in relation to the value of the brokerage and
research services provided by such broker or dealer, viewed in terms of either
that particular transaction or the Sub-Adviser's overall responsibilities with
respect to the Fund. The Sub-Adviser is further authorized to allocate the
orders placed by it on behalf of a Fund to such brokers and dealers who


                                       2
<PAGE>   3


also provide research or statistical material, or other services to the Fund or
the Sub-Adviser for the Fund's use. Such allocation shall be in such amounts and
proportions as the Sub-Adviser shall determine and the Sub-Adviser will report
regularly to the Board of Trustees of the Trust indicating the brokers to whom
such allocations have been made and the basis therefor.

4.    Compliance with Applicable Requirements. In carrying out its obligations
under this Agreement, the Sub-Adviser shall at all times conform to: (a) all
applicable provisions of the Investment Company Act and the Investment Advisers
Act and any rules and regulations adopted thereunder as amended; (b) the
provisions of the Registration Statement of the Trust under the Securities Act
of 1933, as amended, and the Investment Company Act; (c) the provisions of the
Trust Instrument of the Trust, as amended; (d) the provisions of the By-laws of
the Trust, as amended; and (e) any other applicable provisions of state and
federal law.

5.    Books and Records. In compliance with Rule 3la-3 under the Investment
Company Act, the Sub-Adviser hereby agrees that all records which it maintains
for the Trust on behalf of the Investment Adviser are the property of the Trust
and further agrees to surrender promptly to the Trust or to the Investment
Adviser copies of any of such records upon request. The Sub-Adviser further
agrees to preserve for the periods prescribed by Rule 3la-2 adopted under the
Investment Company Act all records required to be maintained by the Sub-Adviser
on behalf of the Investment Adviser under Rule 3la-1(b)(5), (6), (7), (9) and
(10) under the Investment Company Act.

6.    Expenses. During the term of this Agreement, the Sub-Adviser will pay all
expenses incurred by it in connection with its activities under this Agreement
other than the cost of securities (including brokerage commissions, if any)
purchased for the Funds.

7.    Compensation. For the services provided and the expenses assumed pursuant
to this Agreement, the Investment Adviser will pay the Sub-Adviser and the
Sub-Adviser will accept as full compensation therefor a fee computed daily and
paid monthly in arrears at the annual rate set forth of Schedule A, based on
each Fund's average daily net assets, computed in the manner set forth in the
Registration Statement of the Trust. In the event that investment advisory fees
charged to a Fund by the Investment Adviser are waived, deferred or reduced,
then sub-advisory fees payable in accordance with this Paragraph 7 shall be
proportionally waived, deferred or reduced. Such fee reduction, if applicable,
shall be applied on a monthly basis at the time each payment of sub-advisory
fees is due hereunder. Further, if the fees payable to the Sub-Adviser begin to
accrue before the end of any month, or if this Agreement terminates before the
end of any month, then such fees for such month shall be prorated according to
the proportion which the partial period bears to the full month in which such
effectiveness or termination occurs.

8.    Liability of Sub-Adviser. In the absence of willful misfeasance, bad
faith, gross negligence or reckless disregard of obligations or duties hereunder
on the part of the Sub-Adviser or any of its officers, directors or employees,
the Sub-Adviser shall not be subject to liability to the Investment Adviser for
any act or omission in the course of, or connected with, rendering services
hereunder or for any losses that may be sustained in the purchase, holding or
sale of any security.

9.    Limit of Liability. The terms the "ING Funds Trust" and "Trustees" (of the
Trust) refer, respectively to the trust created and the Trustees, as trustees
but not individually or personally, acting from time to time under the Trust's
organizational documentation, to which reference is hereby made. The obligations
of the "ING Funds Trust" entered into in the name or on behalf thereof by any of
the Trustees, representatives or agents are made not individually, but in such
capacities and are not binding upon any of the Trustees, shareholders or
representatives of the Trust personally, but bind only the assets of the Funds,
and all persons dealing with the Funds or other series of the Trust must look
solely to the assets of the Funds for the enforcement of any claims against the
Trust.

10.   Term. This Agreement shall become effective as it pertains to a Fund at
the close of business on the date opposite the Fund's name on Schedule A and
shall remain in force and effect for two years from such date and thereafter
from year to year, provided that such continuance is specifically approved


                                       3
<PAGE>   4


at least annually: (a) (i) by the Trust's Board of Trustees or (ii) by the vote
of a majority of the Fund's outstanding voting securities (as defined in Section
2(a)(42) of the Investment Company Act); and (b) by the affirmative vote of a
majority of the Trustees who are not parties to this Agreement or interested
persons of a party to this Agreement (other than as Trust trustees), by votes
cast in person at a meeting specifically called for such purpose.

11.   Termination. This Agreement may be terminated at any time as it pertains
to a Fund, without the payment of any penalty, by vote of the Trust's Board of
Trustees or by vote of a majority of the Fund's outstanding voting securities,
by the Investment Adviser, or by the Sub-Adviser on sixty (60) days' written
notice to the other parties. The notice provided for herein may be waived by any
party. This Agreement shall automatically terminate as it pertains to all Funds
in the event of its assignment. The term "assignment" for the purpose of this
paragraph has the meaning defined in Section 2(a)(4) of the Investment Company
Act.

12.   Amendment of this Agreement. No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought.

13.   Notices. Any notices under this Agreement shall be in writing, addressed
and delivered or mailed postage paid to the other party at such address as such
other party may designate for the receipt of such notice. Until further notice
to the other party, it is agreed that the address of the Trust and the
Investment Adviser shall be 1475 Dunwoody Drive, West Chester, PA 19380, and the
address of the Sub-Adviser shall be 230 Park Avenue, New York, NY 10169, attn:
Vincent J. Lepore.

14.   Questions of Interpretation. Any question of interpretation of any term or
provision of this Agreement having a counterpart in or otherwise derived from a
term or provision of the Investment Company Act shall be resolved by reference
to such term or provision of the Act. In addition, where the effect of a
requirement of the Investment Company Act reflected in any provision of this
Agreement is released by rules, regulation or order of the Securities and
Exchange Commission, such provision shall be deemed to incorporate the effect of
such rule, regulation or order.

15.   Counterparts. This Agreement may be executed in counterparts, each of
which shall constitute an original and both of which, collectively, shall
constitute one agreement.

16.   Miscellaneous. The captions in this Agreement are included for convenience
of reference only and in no way define or delimit any of the provisions hereof
or otherwise affect their construction or effect. If any provision of this
Agreement shall be held or made invalid by a court decision, statute, rule or
otherwise, the remainder of this Agreement shall not be affected thereby. This
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective successors and shall be governed by the laws of the
State of New York.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in duplicate by their respective officers on the day and year first above
written.


FURMAN SELZ CAPITAL MANAGEMENT         ING MUTUAL FUNDS MANAGEMENT CO.
LLC                                    LLC

By:     /s/ Vincent J. Lepore          By:     /s/ John J. Pileggi
        ---------------------                  -------------------
Title:  Vice President                 Title:  President


Attest By: /s/ Valerie S. King         Attest By: /s/ Louis S. Citron
           -------------------                    -------------------
Title:     Managing Director           Title:     Vice President


                                       4
<PAGE>   5


                                   Schedule A

<TABLE>
<CAPTION>
Name of Fund                                 Fee Rate          Approval Date
- ------------                                 --------          -------------
<S>                                          <C>              <C>
ING National Tax-Exempt Bond Fund             0.250%*         October 30, 1998

ING Mid Cap Growth Fund                       0.500%*         October 30, 1998

ING Balanced Fund                             0.400%*         October 30, 1998

ING Focus Fund                                0.500%*         October 30, 1998

ING National Municipal Money Market Fund      0.200%*         March 26, 1999

ING Small Cap Growth Fund                     0.500%**        October 31, 1999
</TABLE>

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


*     For the first year of operations, the fee rate will be one-quarter (1/4)
      of the annual fee rate reflected herein. For the second year of
      operations, the fee rate will be one-half (1/2) of the annual rate
      reflected herein.

**    For the fiscal year ended October 31, 2000, the fee rate will be one-half
      (1/2) of the annual fee rate reflected herein.


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