ING FUNDS TRUST, 497, 1999-07-29

ING FUNDS TRUST
497, 1999-07-29

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<PAGE> 1
FINANCIAL SERVICES INTERNATIONAL NORTH AMERICA

ING FUNDS PROSPECTUS

July 1, 1999

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 BALANCED FUND
ING GLOBAL BRAND NAMES FUND
ING INTERNATIONAL EQUITY FUND
ING EMERGING MARKETS EQUITY FUND
ING EUROPEAN EQUITY FUND
ING TAX EFFICIENT EQUITY FUND
ING FOCUS FUND
ING GLOBAL INFORMATION TECHNOLOGY FUND
ING GLOBAL REAL ESTATE FUND

[ING FUNDS LOGO]
<PAGE> 2

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

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

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

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

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

Each Fund offers five different classes of shares -- Class A shares, Class B
shares, Class C shares, Class X shares and Class I shares. The Class I shares
are offered in this Prospectus and may be purchased only by retirement plans
affiliated with ING Group. The Class A, Class B, Class C and Class X shares are
offered under separate prospectuses. Shares of the Funds are sold to the public
by ING Funds Distributor, Inc. (the "Distributor").

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

This Prospectus sets forth concisely the information a prospective investor
should know before investing in the Funds and should be read and retained for
information about each Fund. A statement of additional information (the "SAI"),
dated July 1, 1999, as amended or supplemented from time to time, containing
additional and more detailed information about the Funds, has been filed with
the Securities and Exchange Commission ("SEC") and is hereby incorporated by
reference into this Prospectus. The SEC maintains a Web site
(http://www.sec.gov) that contains the SAI, material incorporated by reference,
and other information regarding the Funds. The SAI is also available without
charge and can be obtained by writing or calling the Funds at the address and
telephone number printed above.

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

July 1, 1999

<PAGE> 3

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
HIGHLIGHTS............................................................... 1
FUND EXPENSES............................................................ 5
THE INVESTMENT POLICIES AND PRACTICES OF THE FUNDS....................... 9
MANAGEMENT OF THE FUNDS.................................................. 12
FUND SHARE VALUATION..................................................... 19
PURCHASE OF FUND SHARES.................................................. 19
REDEMPTION OF FUND SHARES................................................ 20
EXCHANGE OF FUND SHARES.................................................. 21
DIVIDENDS, DISTRIBUTIONS AND TAX MATTERS................................. 22
DESCRIPTION OF SECURITIES AND INVESTMENT PRACTICES....................... 23
RISKS OF INVESTING IN THE FUNDS.......................................... 31
OTHER INFORMATION........................................................ 35
</TABLE>

<PAGE> 4

HIGHLIGHTS

THE FUNDS

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

INVESTMENT OBJECTIVES AND POLICIES OF THE FUNDS

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

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

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

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

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

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

<PAGE> 5

countries, that derive at least 50% of their total revenue from either goods
produced or services rendered in emerging market countries, regardless of where
the securities of such companies are principally traded, or that are organized
under the laws of and have a principal office in an emerging market country.

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

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

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

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

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

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

INVESTMENT RISKS

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

Investments in mid- and small-capitalization companies involve greater risk
than is customarily associated with larger, more established companies due to
the greater business risks of small size, limited markets and financial
resources, narrow product lines and the frequent lack of depth of management.
The securities of smaller companies are often traded over-the-counter and may
not be traded

2
<PAGE> 6

in volumes typical on a national securities exchange. Consequently, the
securities of smaller companies may have limited market stability and may be
subject to more abrupt or erratic market movements than securities of larger,
more established growth companies or the market averages in general.

Investment in issuers that are principally engaged in real estate, including
real estate investment trusts ("REITs"), may subject a Fund to risks similar to
those associated with the direct ownership of real estate (in addition to
securities market risks). These companies are sensitive to factors such as
changes in real estate values and property taxes, interest rates, cash flow of
underlying real estate assets, supply and demand, and the management skill and
creditworthiness of the issuer. REITs may also be affected by tax and regulatory
requirements.

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

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

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

Non-diversified Investment Companies. The ING Global Brand Names Fund, the
ING Focus Fund and the ING Global Real Estate Fund are classified as
non-diversified investment companies under the Investment Company Act of 1940,
as amended, (the "1940 Act"), which means that each Fund is not limited by the
1940 Act in the proportion of its assets that it may invest in the obligations
of a single issuer. The investment of a large percentage of a Fund's assets in
the securities of a small number of issuers may cause the Fund's share price to
fluctuate more than that of a diversified investment company.

Concentration. The ING Global Information Technology Fund and ING Global Real
Estate Fund "concentrate" (for purposes of the 1940 Act) their assets in
securities related to a particular sector or industry. As a result, each Fund
may be subject to greater market fluctuation than a fund which has securities
representing a broader range of investment alternatives.

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

MANAGEMENT OF THE FUNDS

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

Baring Asset Management, Inc. ("BAM") serves as sub-adviser to the ING Large
Cap Growth Fund and ING Small Cap Growth Fund and as co-sub-adviser, with Baring
International Investment Limited ("BIIL") and Baring International Investment
(Far East) Limited ("BIFL"), to the ING International Equity Fund and ING
Emerging Markets Equity Fund. Furman Selz Capital Management LLC ("FSCM") serves
as sub-adviser to the ING Mid Cap Growth Fund, ING Balanced Fund and ING Focus
Fund. ING Investment Management Advisors B.V. ("IIMA") serves as sub-adviser to
the ING European Equity Fund, ING Global Brand Names Fund, ING

3
<PAGE> 7

Global Information Technology Fund and ING Global Real Estate Fund. ING
Investment Management LLC ("IIM") serves as sub-adviser to the ING Growth &
Income Fund. Delta Asset Management ("DELTA"), a division of FSCM, serves as
sub-adviser to the ING Tax Efficient Equity Fund. BAM, BIIL, BIFL, FSCM, IIMA,
IIM and DELTA may be referred to herein individually as a "Sub-Adviser" and
collectively as the "Sub-Advisers." For their services, the Sub-Advisers receive
a fee from the Manager based on their respective Fund's average daily net
assets. See "Management of the Funds -- The Sub-Advisers."

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

OTHER SERVICE PROVIDERS

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

CLASSES OF SHARES

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

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

Class I Shares. Class I shares are sold without an initial sales charge.
Class I shares also are not subject to any Rule 12b-1 fees, shareholder
servicing fees or account servicing fees. See "Purchase of Fund Shares."

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

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

4
<PAGE> 8

FUND EXPENSES

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

FEE TABLE

<TABLE>
<CAPTION>
ING LARGE CAP GROWTH FUND ING GROWTH & INCOME FUND
------------------------- ------------------------
CLASS I CLASS I
------------------------- ------------------------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases
(as a percentage of offering price).................. NONE NONE
Maximum Sales Charge Imposed on Reinvested Dividends
(as a percentage of offering price).................. NONE NONE
Maximum Contingent Deferred Sales Charge
(as a percentage of the lesser of the net asset value
at the time of redemption or at the time of purchase)... NONE NONE
ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF
AVERAGE DAILY NET ASSETS) 0.19% 0.19%
Management Fees (after waivers)*.......................
12b-1 Fees............................................. 0.00% 0.00%
Shareholder Servicing Fees............................. 0.00% 0.00%
Other Expenses**....................................... 0.55% 0.55%
---- ----
TOTAL FUND OPERATING EXPENSES (AFTER WAIVERS)***....... 0.74% 0.74%
==== ====
</TABLE>

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

* Management Fees consisting of investment advisory and administrative fees
(before waivers) would be 0.75% annually of the average daily net assets
for each Fund. The fee waivers reflected in the table are voluntary and
may be modified or terminated at any time without the Funds' consent.

** Under the Fund Services Agreement, each Fund may pay ING Fund Services
annually up to $40,000 for fund accounting services plus out-of-pocket
expenses and $17 per an account for transfer agency services plus
out-of-pocket expenses. ING Fund Services may engage third parties to
perform some or all of these services. (See "Management of the Funds
--Fund Accountant, Transfer Agent and Account Services" in this
Prospectus.)

*** Total Fund Operating Expenses (before waivers) for each Fund would be
1.30% for Class I shares.

FEE TABLE

<TABLE>
<CAPTION>
ING MID CAP GROWTH FUND ING SMALL CAP GROWTH FUND
----------------------- -------------------------
CLASS I CLASS I
----------------------- -------------------------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases
(as a percentage of offering price).................... NONE NONE
Maximum Sales Charge Imposed on Reinvested Dividends
(as a percentage of offering price).................... NONE NONE
Maximum Contingent Deferred Sales Charge
(as a percentage of the lesser of the net asset value at
the time of redemption or at the time of purchase)..... NONE NONE
ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE
DAILY NET ASSETS)
Management Fees (after waivers)*......................... 0.25% 0.25%
12b-1 Fees............................................... 0.00% 0.00%
Shareholder Servicing Fees............................... 0.00% 0.00%
Other Expenses **........................................ 0.55% 0.55%
---- ----
TOTAL FUND OPERATING EXPENSES (AFTER WAIVERS)***......... 0.80% 0.80%
==== ====
</TABLE>

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

* Management Fees consisting of investment advisory and administrative fees
(before waivers) would be 1.00% annually of the average daily net assets
for each Fund. The fee waivers reflected in the table are voluntary and
may be modified or terminated at any time without the Funds' consent.

*** Total Fund Operating Expenses (before waivers) for each Fund would be
1.55% for Class I shares.

5
<PAGE> 9

FEE TABLE

<TABLE>
<CAPTION>
ING GLOBAL BRAND NAMES
ING BALANCED FUND FUND
----------------- ----------------------
CLASS I CLASS I
----------------- ----------------------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases
(as a percentage of offering price).................... NONE NONE
Maximum Sales Charge Imposed on Reinvested Dividends
(as a percentage of offering price).................... NONE NONE
Maximum Contingent Deferred Sales Charge
(as a percentage of the lesser of the net asset value at
the time of redemption or at the time of purchase)...... NONE NONE
ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE
DAILY NET ASSETS)
Management Fees (after waivers)*......................... 0.20% 0.25%
12b-1 Fees............................................... 0.00% 0.00%
Shareholder Servicing Fees............................... 0.00% 0.00%
Other Expenses **........................................ 0.54% 0.73%
---- ----
TOTAL FUND OPERATING EXPENSES (AFTER WAIVERS)***......... 0.74% 0.98%
==== ====
</TABLE>

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

* Management Fees consisting of investment advisory and administrative fees
(before waivers) for ING Balanced Fund and ING Global Brand Names Fund
would be 0.80% and 1.00% annually of the average daily net assets for each
Fund, respectively. The fee waivers reflected in the table are voluntary
and may be modified or terminated at any time without the Funds' consent.

*** Total Fund Operating Expenses (before waivers) would be 1.34% for Class I
shares of the ING Balanced Fund and 1.73% for Class I shares of the ING
Global Brand Names Fund.

FEE TABLE

<TABLE>
<CAPTION>
ING INTERNATIONAL EQUITY ING EMERGING MARKETS
FUND EQUITY FUND
------------------------ --------------------
CLASS I CLASS I
------------------------ --------------------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases
(as a percentage of offering price).................... NONE NONE
Maximum Sales Charge Imposed on Reinvested Dividends
(as a percentage of offering price).................... NONE NONE
Maximum Contingent Deferred Sales Charge
(as a percentage of the lesser of the net asset value at
the time of redemption or at the time of purchase)...... NONE NONE

ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE
DAILY NET ASSETS)
Management Fees (after waivers)*......................... 0.31% 0.31%
12b-1 Fees............................................... 0.00% 0.00%
Shareholder Servicing Fees............................... 0.00% 0.00%
Other Expenses **........................................ 0.73% 0.84%
---- ----
TOTAL FUND OPERATING EXPENSES (AFTER WAIVERS)***......... 1.04% 1.15%
==== ====
</TABLE>

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

* Management Fees consisting of investment advisory and administrative fees
(before waivers) would be 1.25% annually of the average daily net assets
for each Fund. The fee waivers reflected in the table are voluntary and
may be modified or terminated at any time without the Funds' consent.

*** Total Fund Operating Expenses (before waivers) would be 1.98% for Class I
shares of the ING International Equity Fund and 2.09% for Class I shares
of the ING Emerging Markets Equity Fund.

6
<PAGE> 10

FEE TABLE

ING EUROPEAN EQUITY ING TAX EFFICIENT EQUITY
FUND FUND
------------------- ------------------------
CLASS I CLASS I
------------------- ------------------------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases
(as a percentage of offering price)..................... NONE NONE
Maximum Sales Charge Imposed on Reinvested Dividends
(as a percentage of offering price)..................... NONE NONE
Maximum Contingent Deferred Sales Charge
(as a percentage of the lesser of the net asset value at
the time of redemption or at the time of purchase)...... NONE NONE

ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE
DAILY NET ASSETS)
Management Fees (after waivers)*.......................... 0.29% 0.20%
12b-1 Fees................................................ 0.00% 0.00%
Shareholder Servicing Fees................................ 0.00% 0.00%
Other Expenses **......................................... 0.78% 0.55%
---- ----
TOTAL FUND OPERATING EXPENSES (AFTER WAIVERS)***.......... 1.07% 0.75%
. ==== ====
</TABLE>

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

* Management Fees consisting of investment advisory and administrative fees
(before waivers) for the ING European Equity Fund and the ING Tax
Efficient Equity Fund would be 1.15% and 0.80% annually of the average
daily net assets for each Fund, respectively. The fee waivers reflected in
the table are voluntary and may be modified or terminated at any time
without the Funds' consent.

*** Total Fund Operating Expenses (before waivers) would be 1.93% for Class I
shares of the ING European Equity Fund and 1.35% for Class I shares of the
ING Tax Efficient Equity Fund.

FEE TABLE

<TABLE>
<CAPTION>
ING GLOBAL INFORMATION
ING FOCUS FUND TECHNOLOGY FUND
-------------- ----------------------
CLASS I CLASS I
-------------- ----------------------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases
(as a percentage of offering price)..................... NONE NONE
Maximum Sales Charge Imposed on Reinvested Dividends
(as a percentage of offering price)..................... NONE NONE
Maximum Contingent Deferred Sales Charge
(as a percentage of the lesser of the net asset value at
the time of redemption or at the time of purchase)...... NONE NONE

ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF
AVERAGE DAILY NET ASSETS)
Management Fees (after waivers)*.......................... 0.25% 0.31%
12b-1 Fees................................................ 0.00% 0.00%
Shareholder Servicing Fees................................ 0.00% 0.00%
Other Expenses **......................................... 0.55% 0.73%
---- ----
TOTAL FUND OPERATING EXPENSES (AFTER WAIVERS)***.......... 0.80% 1.04%
==== ====
</TABLE>

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

* Management Fees consisting of investment advisory and administrative fees
(before waivers) for the ING Focus Fund and ING Global Information
Technology Fund would be 1.00% and 1.25% annually of the average daily net
assets for each Fund, respectively. The fee waivers reflected in the table
are voluntary and may be modified or terminated at any time without the
Funds' consent.

*** Total Fund Operating Expenses (before waivers) would be 1.55% for Class I
shares of the ING Focus Fund and 1.98% for Class I shares of the ING
Global Information Technology Fund.

7
<PAGE> 11

FEE TABLE

<TABLE>
<CAPTION>
ING GLOBAL REAL ESTATE FUND
---------------------------
CLASS I
---------------------------
<S> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases (as a percentage of offering
price).............................................................. NONE
Maximum Sales Charge Imposed on Reinvested Dividends (as a percentage
of offering price).................................................. NONE
Maximum Contingent Deferred Sales Charge (as a percentage of the
lesser of the net asset value at the time of redemption or at the
time of purchase)................................................... NONE
ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE DAILY NET
ASSETS)
Management Fees (after waivers)*...................................... 0.25%
12b-1 Fees............................................................ 0.00%
Shareholder Servicing Fees............................................ 0.00%
Other Expenses **..................................................... 0.73%
----
TOTAL FUND OPERATING EXPENSES (AFTER WAIVERS)***...................... 0.98%
====
</TABLE>

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

* Management Fees consisting of investment advisory and administrative fees
(before waivers) would be 1.00% annually of the average daily net assets.
The fee waivers reflected in the table are voluntary and may be modified
or terminated at any time without the Fund's consent.

*** Total Fund Operating Expenses (before waivers) would be 1.73% for Class I
shares.

EXPENSE EXAMPLES:

The following table is provided to assist you in understanding the various
costs and expenses that you would bear directly or indirectly as an investor in
the Fund(s). These figures shown would be the same whether you sold your shares
at the end of a period or continued to hold them.

<TABLE>
<CAPTION>
-------------------
1 YEAR 3 YEARS
------ -------
<S> <C> <C>
ING LARGE CAP GROWTH FUND
Class I Shares................ $ 8 $ 24
ING GROWTH & INCOME FUND
Class I Shares................ $ 8 $ 24
ING MID CAP GROWTH FUND
Class I Shares................ $ 8 $ 26
ING SMALL CAP GROWTH FUND
Class I Shares................ $ 8 $ 26
ING BALANCED FUND
Class I Shares................ $ 8 $ 24
ING GLOBAL BRAND NAMES FUND
Class I Shares................ $ 10 $ 31
ING INTERNATIONAL EQUITY FUND
Class I Shares................ $ 11 $ 33
ING EMERGING MARKETS EQUITY FUND
Class I Shares................ $ 12 $ 37
ING EUROPEAN EQUITY FUND
Class I Shares................ $ 11 $ 34
ING TAX EFFICIENT EQUITY FUND
Class I Shares................ $ 8 $ 24
ING FOCUS FUND
Class I Shares................ $ 8 $ 26
ING GLOBAL INFORMATION TECHNOLOGY
FUND
Class I Shares................ $ 11 $ 33
ING GLOBAL REAL ESTATE FUND
Class I Shares................ $ 10 $ 31
</TABLE>

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

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

8
<PAGE> 12

THE INVESTMENT POLICIES AND PRACTICES OF THE FUNDS

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

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

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

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

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

9
<PAGE> 13

ING Emerging Markets Equity Fund. The ING Emerging Markets Equity Fund seeks
to provide investors with long-term capital appreciation. Under normal market
conditions, the Fund will invest at least 65% of its total assets in equity
securities of emerging market issuers. Under normal conditions, the Fund will
maintain investments in at least seven emerging market countries and will not
invest more than 25% of its total assets in any one emerging market country. For
these purposes, the Fund defines an emerging market country as any country the
economy and market of which the World Bank or the United Nations considers to be
emerging or developing or any country determined by the Sub-Advisers to have
emerging economies or developing markets. The Fund's Sub-Advisers considers
emerging market issuers to be companies the securities of which are principally
traded in the capital markets of emerging market countries; that derive at least
50% of their total revenue from either goods produced or services rendered in
emerging market countries, regardless of where the securities of such companies
are principally traded; or that are organized under the laws of and have a
principal office in an emerging market country. With respect to certain
countries, investments by an investment company may only be made through
investments in closed-end investment companies that in turn are authorized to
invest in the securities of such countries. See "Description of Securities and
Investment Practices -- Open-End and Closed-End Investment Companies."

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

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

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

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

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

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

The information technology area has exhibited and continues to demonstrate
rapid growth, both through increasing demand for existing products and services
and the broadening of the technology market. In general, the stocks of large
capitalized companies that are well established in the information technology
market can be expected to grow with the market and will frequently be found in
the

10
<PAGE> 14

Fund's portfolio. The Fund's investment policy is not limited to any minimum
capitalization requirement and the Fund may hold securities without regard to
the capitalization of the issuer. Generally, the Sub-Adviser's overall stock
selection for the Fund will be based on an assessment of a company's fundamental
prospects. The Sub-Adviser anticipates, however, that a portion of the Fund's
holdings will be invested in newly issued securities being sold in the primary
or secondary market.

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

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

Each Fund, except ING Mid Cap Growth, ING International Equity, ING Emerging
Markets Equity and ING Focus Funds, will only purchase fixed income securities
that are rated investment grade, i.e., rated at least BBB by Standard & Poor's
Rating Group ("S&P") or Baa by Moody's Investor Services ("Moody's"), or have an
equivalent rating from another Nationally Recognized Statistical Ratings
Organization ("NRSRO"), or if unrated, are determined to be of comparable
quality by the Sub-Adviser. The ING Mid Cap Growth Fund and the ING Focus Fund,
will only purchase fixed income securities that are rated A or better by S&P or
Moody's or have an equivalent rating from another NRSRO, or if unrated, are
determined to be of comparable quality by the applicable Sub-Adviser. The ING
International Equity Fund will only purchase fixed income securities that are
rated at least AA+ by S&P or Aa-2 by Moody's, or have an equivalent rating from
another NRSRO, or if unrated, are determined to be of comparable quality by the
Sub-Adviser. The ING Emerging Markets Equity Fund may invest in fixed income
securities that are rated below investment grade. See the SAI for a description
of the bond ratings. Money market securities, certificates of deposit, banker's
acceptance and commercial paper purchased by the Funds must be rated in one of
the two top rating categories by an NRSRO or, if not rated, determined to be of
comparable quality by the Fund's Sub-Adviser.

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

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

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

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

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

11
<PAGE> 15

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

MANAGEMENT OF THE FUNDS

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

THE MANAGER

ING Mutual Funds Management Co. LLC, 1475 Dunwoody Drive, West Chester, PA
19380, serves as the manager of the Funds pursuant to a Management Agreement
with the Trust. The Manager was formed on September 8, 1998, as a Delaware
limited liability company and is a wholly-owned indirect subsidiary of ING
Group. The Manager is registered with the SEC as an investment adviser and has
no prior experience as an investment adviser to an investment company.

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

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

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

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

THE SUB-ADVISERS

The Manager has entered into Sub-Advisory Agreements with the Sub-Advisers.
Under the Sub-Advisory Agreements, the Sub-Advisers have full investment
discretion and make all determinations with respect to the investment of a
Fund's assets and the purchase and sale of portfolio securities and other
investments. Each Sub-Advisory Agreement may be terminated without penalty by
the Manager, the Board of Trustees or the shareholders of the respective Fund,
or by the Sub-Adviser, on 60 days' written notice by any party to the
Sub-Advisory Agreement and will terminate automatically if assigned as that term
is described in the 1940 Act. Each of the Sub-Advisers is a wholly owned
indirect subsidiary of ING Group and is an affiliate of the Manager. The Manager
may make changes

12
<PAGE> 16

to the sub-advisory arrangements provided that it will not make any changes that
would constitute an assignment (as defined under the 1940 Act) of an advisory
agreement unless such actions are permissible under the 1940 Act, the rules
thereunder or pursuant to relief granted by the SEC.

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

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

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

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

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

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

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

13
<PAGE> 17

ANNUALIZED RATES OF RETURN FOR PERIODS ENDING SEPTEMBER 30, 1998

LARGE CAP GROWTH COMPOSITE

<TABLE>
<CAPTION>
S&P 500
CLASS I INDEX
------- -----
<S> <C> <C>
1 Year 14.82% 9.04%
3 Years 26.23% 22.73%
5 Years 19.94% 19.99%
10 Years 19.22% 17.29%
</TABLE>

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

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

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

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

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

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

14
<PAGE> 18

ANNUALIZED RATES OF RETURN FOR PERIODS ENDING SEPTEMBER 30, 1998

INTERNATIONAL EQUITY COMPOSITE

<TABLE>
<CAPTION>
MSCI
EAFE
CLASS I INDEX
------- -----
<S> <C> <C>
1 Year (4.56)% (8.08)%
3 Years 7.31% 4.05%
5 Years 8.69% 5.65%
10 Years 9.13% 5.41%
</TABLE>

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

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

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

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

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

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

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

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

15
<PAGE> 19

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

ANNUALIZED RATES OF RETURN FOR PERIODS ENDING SEPTEMBER 30, 1998

EUROPEAN EQUITY POOLED ACCOUNT

<TABLE>
<CAPTION>
FT
EUROPE
CLASS I INDEX
------- -----
<S> <C> <C>
1 Year 10.14% 7.84%
3 Years 20.31% 19.28%
Since Inception* 17.86% 18.41%
</TABLE>

* Inception date is July 12, 1994.

GLOBAL INFORMATION TECHNOLOGY POOLED ACCOUNT

<TABLE>
<CAPTION>
GSTC
CLASS I INDEX
------- -----
<S> <C> <C>
1 Year 14.16% 7.23%
Since Inception* 38.96% 31.56%
</TABLE>

* Inception date is March 27, 1997.

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

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

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

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

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

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

16
<PAGE> 20

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

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

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

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

ANNUALIZED RATES OF RETURN FOR PERIODS ENDING SEPTEMBER 30, 1998

BALANCED WRAP ACCOUNTS

<TABLE>
<CAPTION>
CLASS I INDEX*
------- ------
<S> <C> <C>
1 Year 8.24% 10.23%
3 Years 16.79% 15.33%
5 Years 12.59% 13.26%
10 Years 12.49% 13.02%
</TABLE>

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

FOCUS WRAP ACCOUNTS

<TABLE>
<CAPTION>
S&P 500
CLASS I INDEX
------- -----
<S> <C> <C>
1 Year 2.98% 9.04%
Since Inception* 23.83% 22.50%
</TABLE>

* Inception date is June 30, 1996.

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

Messrs. Robert Sandroni and Carl Goldsmith and Ms. Marla K. Ryan are
responsible for the day-to-day operations of the ING Tax Efficient Equity
Fund. Messrs. Sandroni and Goldsmith have been investment professionals with
DELTA since 1991 and Ms. Ryan has

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

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

++ 50% S&P Index with income and 50% Lehman Intermediate Government/Corporate
Bond.

17
<PAGE> 21

been an investment professional with DELTA since 1998. Each has over 20 years of
investment experience, except Ms. Ryan who has over 10 years of investment
experience.

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

THE DISTRIBUTOR

ING Funds Distributor, Inc. acts as distributor and is located at 1475
Dunwoody Drive, West Chester, PA 19380. As distributor, the Distributor sells
shares of each Fund on behalf of the Trust.

FUND ACCOUNTANT, TRANSFER AGENT AND ACCOUNT SERVICES

ING Fund Services has entered into a Fund Services Agreement with the Funds
pursuant to which ING Fund Services will perform or engage third parties to
perform transfer agency, fund accounting, account services and other services.
Under the Fund Services Agreement, each Fund may pay ING Fund Services annually
up to $40,000 for fund accounting services plus out-of-pocket expenses and $17
per an account for transfer agency services plus out-of-pocket expenses. ING
Fund Services has retained DST to act as the Funds' transfer agent and First
Data to act as the Funds' fund accounting agent. DST is located at 333 W. 11th
Street, Kansas City, MO 64105, and First Data is located at 4400 Computer Drive,
Westborough, MA 01581-5120.

DISTRIBUTION EXPENSES

The Funds have not adopted a Plan of Distribution with respect to the Class I
shares. Accordingly, there are no distribution expenses attributable to the
Class I shares.

SHAREHOLDER SERVICING PLAN

The Funds have not adopted a Shareholder Servicing Plan with respect to the
Class I shares. Accordingly there are no shareholder servicing expenses
attributable to the Class I shares.

OTHER EXPENSES

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

PORTFOLIO TRANSACTIONS

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

18
<PAGE> 22

sale of Fund shares and research provided to the Sub-Adviser. The Sub-Adviser
may allocate purchase and sales orders for portfolio securities to
broker-dealers that are affiliated with the Manager, the Sub-Adviser or
Distributor in agency transactions, if the Sub-Adviser believes the quality of
the transaction and commissions are comparable to what they would be with other
qualified brokerage firms.

FUND SHARE VALUATION

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

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

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

PURCHASE OF FUND SHARES

HOW TO PURCHASE SHARES

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

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

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

19
<PAGE> 23

Alternatively, your retirement plan administrator may establish separate
policies and procedures concerning the purchase of shares (including, but not
limited to, how to purchase shares and minimum necessary initial and subsequent
investment amounts) and the completion of documentation related to the purchase
of Fund shares. Please consult with your retirement plan administrator to
determine if any such separate policies and procedures apply to you.

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 shareholder.

REDEMPTION OF FUND SHARES

HOW TO REDEEM SHARES

Shareholders may redeem their shares, in whole or in part, on each day a Fund
is valued. Shares will be redeemed without charge 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 a contingent deferred
sales charge, those shares with the highest Rule 12b-1 fee will be redeemed in
full prior to any redemption of shares with a lower Rule 12b-1 fee.

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

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

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

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

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

20
<PAGE> 24

Alternatively, your retirement plan administrator may establish separate
policies and procedures concerning the redemption of shares (including, but not
limited to, how to redeem shares) and the completion of documentation related to
the redemption of Fund shares. Please consult with your retirement plan
administrator to determine if any such separate policies and procedures apply to
you.

SIGNATURE GUARANTEES

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

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

REDEMPTION IN KIND

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

EXCHANGE OF FUND SHARES

HOW TO EXCHANGE SHARES

The Funds offer several convenient ways to exchange shares in one Fund for
shares in the same class of another Fund in the Trust. All exchanges will be
made based on the net asset value next determined following receipt of the
request by a Fund in good order.

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

Shareholders will receive written confirmation of the exchange following
completion of the transaction. You may exchange your shares using any of the
following methods:

21
<PAGE> 25

Exchange by Mail. To exchange Fund shares by mail, simply send a letter of
instruction to the Fund. The letter of instruction must include: (i) your
account number; (ii) the Fund from and the Fund into which you wish to exchange
your investment; (iii) the dollar or share amount you wish to exchange; and (iv)
the signatures of all registered owners or authorized parties.

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

Alternatively, your retirement plan administrator may establish separate
policies and procedures concerning the exchange of shares and the completion of
documentation related to the exchange of Fund shares. Please consult with your
retirement plan administrator to determine if any such separate policies and
procedures apply to you.

DIVIDENDS, DISTRIBUTIONS AND TAX MATTERS

DIVIDENDS AND DISTRIBUTIONS

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

TAX MATTERS

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

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

22
<PAGE> 26

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.

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

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

The Funds may be required to withhold for Federal income tax ("backup
withholding") 31% of the distributions and the proceeds of redemptions payable
to shareholders who fail to provide a correct taxpayer identification number or
to make required certifications, or where a Fund or shareholder has been
notified by the IRS that the shareholder is subject to backup withholding. Most
corporate shareholders and certain other shareholders specified in the Code are
exempt from backup withholding.

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

DESCRIPTION OF SECURITIES AND INVESTMENT PRACTICES

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

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

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

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

Corporate Debt Securities (All Funds). The Funds may purchase corporate debt
securities, subject to the rating and quality requirements specified with
respect to each Fund. The Funds may invest in both rated commercial paper and
rated corporate debt obligations of foreign issuers that meet the same quality
criteria applicable to investments by the Funds in commercial paper and
corporate debt obligations of domestic issuers. These investments, therefore,
are not expected to involve significant additional risks as

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compared to the risks of investing in comparable domestic securities. Generally,
all foreign investments carry with them both opportunities and risks not
applicable to investments in securities of domestic issuers, such as risks of
foreign political and economic instability, adverse movements in foreign
exchange rates, the imposition or tightening of exchange controls or other
limitations on repatriation of foreign capital, changes in foreign governmental
attitudes toward private investment (possibly leading to nationalization,
increased taxation or confiscation of foreign assets) and added difficulties
inherent in obtaining and enforcing a judgment against a foreign issuer of
securities should it default.

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

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

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

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

Asset-backed securities involve certain risks that are not posed by
mortgage-related securities, resulting mainly from the fact that asset-backed
securities do not usually contain the benefit of a complete security interest in
the related collateral. For example, credit card receivables generally are
unsecured and the debtors are entitled to the protection of a number of state
and Federal consumer credit laws, some of which may reduce the ability to obtain
full payment. In the case of automobile receivables, due to various legal and
economic factors, proceeds from repossessed collateral may not always be
sufficient to support payments on these securities. The risks associated with
asset-backed securities are often reduced by the addition of credit enhancements
such as a letter of credit from a bank, excess collateral or a third-party
guarantee.

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<PAGE> 28

Common Stocks (All Funds). Common stock represents the residual ownership
interest in the issuer after all of its obligations and preferred stocks are
satisfied. Common stock fluctuates in price in response to many factors,
including historical and prospective earnings of the issuer, the value of its
assets, general economic conditions, interest rates, investor perceptions and
market volatility.

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

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

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

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

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

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

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

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<PAGE> 29

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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only be required to treat as illiquid the portion of the assets used to cover
such option equal to the formula price minus the amount by which the option is
in-the-money. Pending resolution of the issue, the Funds will treat such options
and, except to the extent permitted through the procedure described in the
preceding sentence, assets as subject to each such Fund's limitation on
investments in securities that are not readily marketable.

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

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

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

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

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obligation to replace securities borrowed to effect short sales; and (ii)
allocated to segregated accounts in connection with short sales. Short sales
against-the-box are not subject to this 25% limit.

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

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

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

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

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

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

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

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Fund or to buy from the Fund the underlying futures contract for a specified
price at any time during the option period. As with futures contracts, each Fund
will purchase or sell options on interest rate futures contracts primarily for
bona fide hedging purposes.

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

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

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

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

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agreements may be considered to be loans made by the purchaser, collateralized
by the underlying securities. If the seller should default on its obligation to
repurchase the securities, a Fund may experience a loss of income from the
loaned securities and a decrease in the value of any collateral, problems in
exercising its rights to the underlying securities and costs and time delays in
connection with the disposition of securities. A Fund may not invest more than
15% of its net assets in repurchase agreements maturing in more than seven
business days or in securities for which market quotations are not readily
available. For more information about repurchase agreements, see "Investment
Policies" in the SAI.

Borrowing (All Funds). Each Fund may borrow up to 33 1/3% of its net assets
to purchase securities and for temporary purposes. Leveraging by means of
borrowing will exaggerate the effect of any increase or decrease in the value of
portfolio securities on a Fund's net asset value; money borrowed will be subject
to interest and other costs (which may include commitment fees and/or the cost
of maintaining minimum average balances), which may or may not exceed the income
received from the securities purchased with borrowed funds. The use of borrowing
tends to result in a faster than average movement, up or down, in the net asset
value of a Fund's shares. The Funds also may be required to maintain minimum
average balances in connection with such borrowing or to pay a commitment or
other fee to maintain a line of credit; either of these requirements would
increase the cost of borrowing over the stated interest rate.

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

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

RISKS OF INVESTING IN THE FUNDS

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

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

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

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

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

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

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

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from a price increase in the underlying securities above the exercise price in
return for the premium on the option (although the premium can be used to offset
any losses or add to a Fund's income) but, as long as its obligation as a writer
continues, such Fund will have retained the risk of loss should the price of the
underlying security decline. Investors should note that because of the
volatility of the market value of the underlying security, the loss from
investing in futures transactions is potentially unlimited. In addition, a Fund
has no control over the time when it may be required to fulfill its obligation
as a writer of the option. Once a Fund has received an exercise notice, it
cannot effect a closing transaction in order to terminate its obligation under
the option and must deliver the underlying securities at the exercise price.

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

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

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

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

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

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Non-diversified Investment Companies. The ING Global Brand Names Fund, the
ING Focus Fund and the ING Global Real Estate Fund are classified as
non-diversified investment companies under the 1940 Act, which means that each
Fund is not limited by the 1940 Act in the proportion of its assets that it may
invest in the obligations of a single issuer. The investment of a large
percentage of a Fund's assets in the securities of a small number of issuers may
cause that Fund's share price to fluctuate more than that of a diversified
investment company.

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

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

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

The Funds and the Manager will continue to monitor developments relating to
the Year 2000 problem, including the development of contingency plans for
providing back-up computer services in the event of a systems failure.

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

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

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

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OTHER INFORMATION

CAPITALIZATION

ING Funds Trust was organized as a Delaware business trust on July 30, 1998
and currently consists of 23 separately managed portfolios, each of which is
divided into Class A, B, C, X and I shares, except for the ING National
Tax-Exempt Bond Fund and ING National Tax-Exempt Money Market Fund, which are
not offering Class X or Class I shares. The Board of Trustees may establish
additional portfolios in the future. The capitalization of the Funds consists
solely of an unlimited number of shares of beneficial interest with a par value
of $0.001 each. When issued, shares of the Funds are fully paid, non-assessable
and freely transferable.

VOTING

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

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

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

PERFORMANCE INFORMATION

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

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

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

ACCOUNT SERVICES

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

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

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CUSTODIAN

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

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

CODE OF ETHICS

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

COUNSEL

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

SHAREHOLDER INQUIRIES

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

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<TABLE>
<S> <C>
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 Bishopsgate
London, England EC2M 3XY DSY Systems, Inc.
333 W. 11th Street
Baring International Investment Kansas City, MO 64105
(Far East) Limited
19/F Edinburgh Tower, The Landmark,
15 Queens Road, Central, Hong Kong INDEPENDENT AUDITORS

ING Investment Management Advisors B.V. Ernst & Young LLP
Schenkkade 65, 2595 AS 787 Seventh Avenue
The Hague, The Netherlands New York, NY 10019

ING Investment Management LLC LEGAL COUNSEL
5780 Powers Ferry Road, N.W., Suite 300
Atlanta GA, 30327 Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
Furman Selz Capital Management LLC New York, NY 10019-6064
230 Park Avenue
New York, NY 10169

Delta Asset Management
333 South Grand Avenue
Los Angeles, CA 90071
</TABLE>

ING-EQUPRO-I (7/99)

[LOGO]

<PAGE> 41
FINANCIAL SERVICES INTERNATIONAL NORTH AMERICA

ING FUNDS PROSPECTUS

July 1, 1999

Class I Shares

BOND FUNDS

ING INTERMEDIATE BOND FUND
ING HIGH YIELD BOND FUND
ING INTERNATIONAL BOND FUND
ING MORTGAGE INCOME FUND

[ING FUNDS LOGO]
<PAGE> 42
ING FUNDS TRUST PROSPECTUS
P.O. BOX 1239
MALVERN, PA 19355-9836
GENERAL & ACCOUNT INFORMATION: 1-877-INFO-ING OR 1-877-463-6464

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

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

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

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

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

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

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

July 1, 1999
<PAGE> 43
TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
HIGHLIGHTS............................................................................... 1
FUND EXPENSES............................................................................ 4
THE INVESTMENT POLICIES AND PRACTICES OF THE FUNDS....................................... 7
MANAGEMENT OF THE FUNDS.................................................................. 9
FUND SHARE VALUATION..................................................................... 12
PURCHASE OF FUND SHARES.................................................................. 13
REDEMPTION OF FUND SHARES................................................................ 13
EXCHANGE OF FUND SHARES.................................................................. 15
DIVIDENDS, DISTRIBUTIONS AND TAX MATTERS................................................. 16
DESCRIPTION OF SECURITIES AND INVESTMENT PRACTICES....................................... 17
RISKS OF INVESTING IN THE FUNDS.......................................................... 26
OTHER INFORMATION........................................................................ 30
</TABLE>
<PAGE> 44
HIGHLIGHTS

THE FUNDS

INVESTMENT OBJECTIVES AND POLICIES OF THE FUNDS

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

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

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

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

INVESTMENT RISKS

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

Risks of Techniques Involving Leverage. Utilization of leveraging involves
special risks and may involve speculative investment techniques. Certain Funds
may borrow for other than temporary or emergency purposes, lend their
securities, enter reverse repurchase
<PAGE> 45
agreements and purchase securities on a when issued or forward commitment basis
and engage in dollar roll transactions. Each of these transactions involve the
use of "leverage" when cash made available to the Fund through the investment
technique is used to make additional portfolio investments.

Non-diversified Investment Companies. The ING International Bond Fund is
classified as a non-diversified investment company under the Investment Company
Act of 1940, as amended, (the "1940 Act"), which means that the Fund is not
limited by the 1940 Act in the proportion of its assets that it may invest in
the obligations of a single issuer. The investment of a large percentage of the
Fund's assets in the securities of a small number of issuers may cause the
Fund's share price to fluctuate more than that of a diversified investment
company.

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

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

MANAGEMENT OF THE FUNDS

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

OTHER SERVICE PROVIDERS

2
<PAGE> 46
CLASSES OF SHARES

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

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

3
<PAGE> 47
FUND EXPENSES

FEE TABLE

<TABLE>
<CAPTION>
ING INTERMEDIATE BOND FUND ING HIGH YIELD BOND FUND
CLASS I CLASS I
------- -------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases
(as a percentage of offering price)............. NONE NONE
Maximum Sales Charge Imposed on Reinvested Dividends
(as a percentage of offering price)............. NONE NONE
Maximum Contingent Deferred Sales Charge
(as a percentage of the lesser of the net asset
value at the time of redemption or at the time of purchase) NONE NONE
ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF
AVERAGE DAILY NET ASSETS)
Management Fees (after waivers)*.................. 0.13% 0.16%
12b-1 Fees........................................ 0.00% 0.00%
Shareholder Servicing Fees........................ 0.00% 0.00%
Other Expenses**.................................. 0.49% 0.49%
------- ------
TOTAL FUND OPERATING EXPENSES (AFTER WAIVERS)***.. 0.62% 0.65%
======= ======
</TABLE>

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

* Management Fees consisting of investment advisory and
administrative fees (before waivers) for the ING Intermediate Bond
Fund and the ING High Yield Bond Fund would be 0.50% and 0.65%
annually of the average daily net assets for each Fund,
respectively. The fee waivers reflected in the table are voluntary
and may be modified or terminated at any time without the Funds'
consent.

** Under the Fund Services Agreement, each Fund may pay ING Fund
Services annually up to $40,000 for fund accounting services plus
out-of-pocket expenses and $17 per an account for transfer agency
services plus out-of-pocket expenses. ING Fund Services may engage
third parties to perform some or all of these services. (See
"Management of the Funds -- Fund Accountant, Transfer Agent and
Account Services" in this Prospectus.)

*** Total Fund Operating Expenses (before waivers) would be 0.99% for
Class I shares of the ING Intermediate Bond Fund and 1.14% for
Class I shares of the ING High Yield Bond Fund.

4
<PAGE> 48
FEE TABLE

<TABLE>
<CAPTION>
ING INTERNATIONAL BOND FUND ING MORTGAGE INCOME FUND
CLASS I CLASS I
------- -------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases
(as a percentage of offering price)............. NONE NONE
Maximum Sales Charge Imposed on Reinvested Dividends
(as a percentage of offering price)............. NONE NONE
Maximum Contingent Deferred Sales Charge
(as a percentage of the lesser of the net asset
value at the time of redemption or at the time of purchase) NONE NONE
the time of redemption or at the time of purchase)
ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF
AVERAGE DAILY NET ASSETS)
Management Fees (after waivers)*.................. 0.25% 0.13%
12b-1 Fees........................................ 0.00% 0.00%
Shareholder Servicing Fees........................ 0.00% 0.00%
Other Expenses **................................. 0.78% 0.48%
------- ------
TOTAL FUND OPERATING EXPENSES (AFTER WAIVERS)***.. 1.03% 0.61%
======= ======
</TABLE>

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

* Management Fees consisting of investment advisory and
administrative fees (before waivers) for the ING International
Bond Fund and ING Mortgage Income Fund would be 1.00% and 0.50%
annually of the average daily net assets for each Fund,
respectively. The fee waivers reflected in the table are voluntary
and may be modified or terminated at any time without the Funds'
consent.

** Under the Fund Services Agreement, each Fund may pay ING Fund
Services annually up to $40,000 for fund accounting services plus
out-of-pocket expenses and $17 per an account for transfer agency
services plus out-of-pocket expenses. ING Fund Services may engage
third parties to perform some or all of these services. (See
"Management of the Funds -- Fund Accountant, Transfer Agent and
Account Services" in this Prospectus.)

*** Total Fund Operating Expenses (before waivers) would be 1.78% for
Class I shares of the ING International Bond Fund and 0.98% for
Class I shares of the ING Mortgage Income Fund.

5
<PAGE> 49
EXPENSE EXAMPLES:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS
------ -------
<S> <C> <C>
ING INTERMEDIATE BOND FUND
Class I Shares......... $6 $20
ING HIGH YIELD BOND FUND
Class I Shares......... $7 $21
ING INTERNATIONAL BOND FUND
Class I Shares......... $11 $33
ING MORTGAGE INCOME FUND
Class I Shares......... $6 $20
</TABLE>

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

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

6
<PAGE> 50
THE INVESTMENT POLICIES AND PRACTICES OF THE FUNDS

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

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

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

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

Fixed income securities, for purposes of this Fund, consist of: (i)
securities issued or guaranteed by foreign governments, their political
subdivisions, agencies or instrumentalities (sovereign debt); (ii) corporate
bonds and debentures rated in the highest four rating categories by a NRSRO;
(iii) obligations of supranational entities; (iv) repurchase agreements
involving such securities; (v) loan

7
<PAGE> 51
participations; (vi) short-term commercial paper of U.S. or foreign issuers
rated in the highest two rating categories by a NRSRO; and (vii) swaps.

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

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

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

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

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

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

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

8
<PAGE> 52
In order to meet liquidity needs or for temporary defensive purposes, each
Fund may invest up to 100% of its assets in fixed income securities, money
market securities, certificates of deposit, bankers' acceptances, commercial
paper or in equity securities which in the Sub-Adviser's opinion are more
conservative than the types of securities that the Fund typically invests in. To
the extent the Funds are engaged in temporary or defensive investments, a Fund
will not be pursuing its investment objective.

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

MANAGEMENT OF THE FUNDS

THE MANAGER

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

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

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

9
<PAGE> 53
THE SUB-ADVISERS

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

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

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

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

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

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

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

10
<PAGE> 54
ANNUALIZED RATES OF RETURN FOR PERIODS ENDING SEPTEMBER 30, 1998

INTERNATIONAL BOND COMPOSITE

<TABLE>
<CAPTION>
SWGB
EX-U.S.$
CLASS I INDEX
------- -----
<S> <C> <C>
1 Year 16.72% 10.35%
3 Years 12.24% 4.41%
5 Years 10.99% 7.20%
10 Years 12.09% 9.13%
</TABLE>

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

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

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

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

THE DISTRIBUTOR

ING Funds Distributor, Inc. acts as distributor and is located at 1475
Dunwoody Drive, West Chester, PA 19380. As distributor, the Distributor sells
shares of each Fund on behalf of the Trust.

FUND ACCOUNTANT, TRANSFER AGENT AND ACCOUNT
SERVICES

DISTRIBUTION EXPENSES

The Funds have not adopted a Plan of Distribution with respect to the Class
I shares. Accordingly, there are no distribution expenses attributable to the
Class I shares.

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<PAGE> 55
SHAREHOLDER SERVICING PLAN

The Funds have not adopted a Shareholder Servicing Plan with respect to the
Class I shares. Accordingly there are no shareholder servicing expenses
attributable to the Class I shares.

OTHER EXPENSES

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

PORTFOLIO TRANSACTIONS

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

FUND SHARE VALUATION

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<PAGE> 56
the Board of Trustees. All assets and liabilities initially expressed in foreign
currencies will be converted into U.S. dollars at the mean between the bid and
asked prices of such currencies against U.S. dollars as last quoted by any major
bank.

PURCHASE OF FUND SHARES

HOW TO PURCHASE SHARES

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

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

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

REDEMPTION OF FUND SHARES

HOW TO REDEEM SHARES

Shareholders may redeem their shares, in whole or in part, on each day a
Fund is valued. Shares will be redeemed without charge 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 a contingent
deferred sales

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<PAGE> 57
charge, those shares with the highest Rule 12b-1 fee will be redeemed in full
prior to any redemption of shares with a lower Rule 12b-1 fee.

SIGNATURE GUARANTEES

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<PAGE> 58
REDEMPTION IN KIND

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

EXCHANGE OF FUND SHARES

HOW TO EXCHANGE SHARES

Shareholders will receive written confirmation of the exchange following
completion of the transaction. You may exchange your shares using any of the
following methods:

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<PAGE> 59
information concerning this privilege and the funds in the ING Family of Funds
eligible to participate in this privilege, or to obtain a Auto-Exchange
Authorization Form, please call the Funds at 1-877-INFO-ING.

DIVIDENDS, DISTRIBUTIONS AND TAX MATTERS

DIVIDENDS AND DISTRIBUTIONS

TAX MATTERS

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

So long as the Funds qualify as regulated investment companies for federal
income tax purposes, each Fund, in computing its income subject to federal
income tax, is entitled to deduct all dividends other than "preferential"
dividends paid by it to its 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.

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<PAGE> 60
The amount declared each day as a dividend may be based on projections of
estimated monthly net investment income and may differ from the actual
investment income determined in accordance with generally accepted accounting
principles. An adjustment will be made to the dividend each month to account for
any difference between the projected and actual monthly investment income.

The Funds may be required to withhold for Federal income tax ("backup
withholding") 31% of the distributions and the proceeds of redemptions payable
to shareholders who fail to provide a correct taxpayer identification number or
to make required certifications, or where a Fund or shareholder has been
notified by the IRS that the shareholders is subject to backup withholding. Most
corporate shareholders and certain other shareholders specified in the Code are
exempt from backup withholding.

DESCRIPTION OF SECURITIES AND INVESTMENT PRACTICES

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

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

Mortgage-Backed Securities (All Funds). Mortgage-backed securities are
securities that directly or indirectly represent a participation in, or are
secured by and payable from, mortgage loans secured by real property. There are
currently three basic types of mortgage-backed securities: (i) those issued or
guaranteed by the U.S. Government or one of its agencies or instrumentalities,
such as GNMA, FNMA and FHLMC; (ii) those issued by private issuers that
represent an interest in or are collateralized by mortgage-backed
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<PAGE> 61
securities issued or guaranteed by the U.S. Government or one of its agencies or
instrumentalities; and (iii) those issued by private issuers that represent an
interest in or are collateralized by whole mortgage loans or mortgage-backed
securities without a government guarantee but usually having some form of
private credit enhancement. See "Private Mortgage Pass-Through Securities"
below. The Funds may invest in adjustable rate and fixed rate mortgage
securities.

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

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

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

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

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

Stripped Mortgage-Backed Securities (All Funds). The Funds may invest in
mortgage-backed security strips ("MBS strips") (i) issued by the U.S. Government
or its agencies or instrumentalities or (ii) issued by private originators of,
or investors in, mortgage loans, including depository institutions, mortgage
banks, investment banks and special purpose subsidiaries of the foregoing
(derivative multiclass mortgage securities). MBS strips are usually structured
with two classes that receive different proportions of the interest and
principal distributions on a pool of mortgage assets. A common type of stripped
mortgage security will have one class

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<PAGE> 62
receiving some of the interest and most of the principal from the mortgage
assets, while the other class will receive most of the interest and the
remainder of the principal. In the most extreme case, one class will receive all
of the interest (the interest-only or IO class), while the other class will
receive all of the principal (the principal-only or PO class). The yields to
maturity on IOs and POs are sensitive to the expected or anticipated rate of
principal payments (including prepayments) on the related underlying mortgage
assets, and principal payments may have a material effect on yield to maturity.
If the underlying mortgage assets experience greater than anticipated
prepayments of principal, the Funds may not fully recoup its initial investment
in IOs. Conversely, if the underlying mortgage assets experience less than
anticipated prepayments of principal, the yield on POs could be materially
adversely affected. See "Investment Objective and Policies -- Mortgage-Related
Securities" in the SAI. Derivative mortgage-backed securities such as MBS strips
are highly sensitive to changes in prepayment and interest rates.

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

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

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

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

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

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<PAGE> 63
interest rates and perceived credit risk. Because preferred stock is junior to
debt securities and other obligations of the issuer, deterioration in the credit
quality of the issuer will cause greater changes in the value of a preferred
stock than in a more senior debt security with similar stated yield
characteristics.

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

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

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

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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.

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

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

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

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

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

Municipal Bonds (ING Intermediate Bond Fund). Municipal bonds generally have
a maturity at the time of issuance of more than one year. Municipal bonds may be
issued to raise money for various public purposes -- such as constructing public
facilities and making loans to public institutions. There are generally two
types of municipal bonds: general obligation bonds and revenue bonds. General
obligation bonds are backed by the taxing power of the issuing municipality and
are considered the safest type of municipal bond. Revenue bonds are backed by
the revenues of a project or facility -- tolls from a toll road, for example.
Certain types of

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municipal bonds are issued to obtain funding for privately operated facilities.
Industrial development revenue bonds (which are private activity bonds) are a
specific type of revenue bond backed by the credit and security of a private
user, and therefore investments in these bonds have more potential risk.
Investments in municipal bonds are limited to bonds which are rated at the time
of purchase "BBB" or better by a NRSRO or, if not rated, determined to be of
comparable quality by the Fund's Sub-Adviser at the time of purchase.

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

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

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

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Fund would suffer a loss. The Funds may purchase put options in an effort to
protect the value of a security it owns against a possible decline in market
value.

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

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

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

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

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

Futures, Related Options and Options on Indices (All Funds). Each Fund may
attempt to reduce the risk of investments by hedging a portion of its portfolio
through the use of certain futures transactions, options on futures traded on a
board of trade and

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

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

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

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

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

Foreign Exchange Contracts (ING Intermediate Bond Fund, ING International
Bond Fund and ING High Yield Bond Fund). Changes in foreign currency exchange
rates will affect the U.S. dollar values of securities denominated in currencies
other than the U.S. dollar. The rate of exchange between the U.S. dollar and
other currencies fluctuates in response to forces of supply and demand in the
foreign exchange markets. These forces are affected by the international balance
of payments and other economic and financial conditions, government
intervention, speculation and other factors. When investing in foreign
securities, the Funds usually effect

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currency exchange transactions on a spot (i.e., cash) basis at the spot rate
prevailing in the foreign exchange market. The Funds incur foreign exchange
expenses in converting assets from one currency to another.

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

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

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borrowed funds. The use of borrowing tends to result in a faster than average
movement, up or down, in the net asset value of a Fund's shares. The Funds also
may be required to maintain minimum average balances in connection with such
borrowing or to pay a commitment or other fee to maintain a line of credit;
either of these requirements would increase the cost of borrowing over the
stated interest rate.

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

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

RISKS OF INVESTING IN THE FUNDS

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

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

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

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

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

Market Risk. The securities markets in many of the countries in which the
Funds invests will have substantially less trading volume than the major United
States markets. As a result, the securities of some foreign companies may be
less liquid and experience more price volatility than comparable domestic
securities. Increased custodian costs as well as administrative costs (such as
the need to use

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foreign custodians) may be associated with the maintenance of assets in foreign
jurisdictions. There is generally less government regulation and supervision of
foreign stock exchanges, brokers and issuers which may make it difficult to
enforce contractual obligations. In addition, transaction costs in foreign
securities markets are likely to be higher, since brokerage commission rates in
foreign countries are likely to be higher than in the United States.

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

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

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

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

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

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

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

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

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

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

Non-diversified Investment Companies. The ING International Bond Fund is
classified as a non-diversified investment company under the 1940 Act, which
means that the Fund is not limited by the 1940 Act in the proportion of its
assets that it may invest in the obligations of a single issuer. The investment
of a large percentage of the Fund's assets in the securities of a small number
of issuers may cause the Fund's share price to fluctuate more than that of a
diversified investment company.

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

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

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

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OTHER INFORMATION

CAPITALIZATION

VOTING

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

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

PERFORMANCE INFORMATION

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

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

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

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ACCOUNT SERVICES

CUSTODIAN

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

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

CODE OF ETHICS

COUNSEL

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

SHAREHOLDER INQUIRIES

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

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MANAGER DISTRIBUTOR
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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

ING Investment Management Advisors B.V. Ernst & Young LLP
Schenkkade 65, 2595 AS 787 Seventh Avenue
The Hague, The Netherlands New York, NY 10019

ING Investment Management LLC LEGAL COUNSEL
5780 Powers Ferry Road, N.W., Suite 300
Atlanta GA, 30327 Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, NY 10019-6064
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